PART II AND III

OFFERING CIRCULAR

Easton Pharmaceuticals Inc.

1,666,666,666 SHARES OF COMMON STOCK

MAXIMUM OFFERING: $5,000,000

Purchase Price: $0.003 per share

Easton Pharmaceuticals Inc., a Wyoming corporation (“Easton Pharmaceuticals” the “Company,” or “we”) hereby offers (the “Offering”) 1,666,666,666 shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”) at a purchase price per share of $0.003, up to an aggregate purchase price of $5,000,000. This offering is being made on a “best efforts” basis. We will continue the offering until Shares with an aggregate sales price of $5,000,000 have been sold, or until December 31, 2016, whichever is earlier.

The offering is being conducted on a “best efforts” basis, which means that our officers will use their commercially reasonable best efforts in an attempt to sell the Shares. The officers will not receive any commission or any other remuneration for these sales. In offering the Shares on our behalf, the officers will rely on the safe harbor from broker-dealer registration, set out in Rule 3a4-1 under the Securities Exchange Act of 1934.

The Shares will be offered for sale at a price of $0.003 per Share. If all of the Shares are purchased, the gross proceeds to us will be $5,000,000. However, since the Offering is being conducted on a “best efforts” basis, there is no minimum number of Shares that must be sole, meaning we will retain any proceeds from the sale of the Shares sold in this Offering. Accordingly, all funds raised in the Offering will become immediately available to us and may be used as they are accepted. Investors will not be entitled to a refund and could lose their entire investment.

The exact name of the Issuer is Easton Pharmaceuticals Inc. (formerly LAM Industries, L.A.M. Pharmaceuticals). In July of 1998, the Company was incorporated as L.A.M. Pharmaceuticals. The Company changed its name to LAM Industries and amended its articles of incorporation on March 4, 2009. On January 15, 2010, the Company changed its name to Easton Pharmaceuticals Inc. In July of 2012, Easton Pharmaceuticals amended its bylaws and filed articles of continuance with the Wyoming Secretary of State and transferred its corporate domicile from Delaware to the State of Wyoming.

The mailing address of our office is: Suite 200, 265 Rimrock Road, North York, Ontario, Canada, M3J3C6. Our phone number is: +1 (416) 619-0291.

Investing in our Common Stock involves a high degree of risk, including the risk that you could lose all of your investment. Please read “Risk Factors,” beginning on Page 14 of this Offering Circular about the risks you should consider before investing.

	Offering Price to the Public		Commissions	Net Proceeds (25% of Shares Sold)		Net Proceeds (50% of Shares Sold)		Net Proceeds (75% of Shares Sold)		Net Proceeds (100% of Shares Sold)
Per Unit	$	0.003	NOT APPLICABLE	$	0.003	$	0.003	$	0.003	$	0.003
Total (1)	$	5,000,000	NOT APPLICABLE	$	1,250,000	$	2,500,000	$	3,750,000	$	5,000,000

(1) Before deducting expenses of the Offering, which are estimated to be approximately $15,000.

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THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF, OR GIVE ITS APPROVAL TO, ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.

The approximate date of proposed sale to the public: As soon as practicable after the offering is qualified (the “Effective Date”).

The date of this Offering Circular is [                ], 2016.

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IMPORTANT NOTICES TO INVESTORS

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED OR APPROVED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THESE AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS OFFERING CIRCULAR AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US.

FOR NEW YORK RESIDENTS ONLY: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER NEW YORK STATE SECURITIES LAW.

FOR DELAWARE RESIDENTS ONLY: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE TEXAS SECURITIES ACT.

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TABLE OF CONTENTS

	Page
Important Notices to Investors		[3]
Offering Circular Summary		[4]
Risk Factors		[6]
Dilution		[10]
Plan of Distribution		[11]
Use of Proceeds		[12]
Dividend Policy		[14]
Cautionary Statement Concerning Forward Looking Statements		[14]
Description of Business		[15]
Our Management		[34]
Security Ownership of Certain Beneficial Owners and Management
Certain Relationships and Related Transactions		[39]
Capitalization		[40]
Market For and Dividends on Our Common Stock and Related Stockholder Matters		[40]
Description of Capital Stock		[41]
Certificate of Incorporation and Bylaws		[41]
Part F/S		[43]

OFFERING CIRCULAR SUMMARY

This summary highlights selected information contained elsewhere in this Offering Circular. This summary is not complete and does not contain all the information that you should consider before investing in the Shares.

You should carefully read the entire Offering Circular, including the risks associated with an investment in the Company, discussed under the “Risk Factors” section of the Offering Circular before making an investment decision.

Some of the statements in this Offering Circular are forward-looking statements. See the Section entitled, “Cautionary Statement Regarding Forward-Looking Statements.”

Business Overview

Easton Pharmaceuticals, Inc. (the “Company”) is a specialty pharmaceutical company involved in varied pharmaceutical sectors. The Company previously developed and owned an FDA approved wound healing drug and currently owns topically-delivered drugs and therapeutic / cosmetic healthcare products focused on cancer and other health issues geared towards female sexual dysfunction, wound healing, pain, motion sickness and other conditions that are all in various stages of development. The company has ventured into the potentially lucrative medical marijuana industry through an investment into AMFIL Technologies and their groZONE anti-bacterial system and the exclusive option to purchase up to 49% in a medical marijuana grow-op business / facility which has received a letter to build from Health Canada. The company’s gel formulation is thought to be an innovative and unique trans-dermal delivery system that can in the future be adaptable in the delivery of Cannabidiol extracts.]. The Company was initially formed as L.A.M. Pharmaceutical, Corp. (the “LLC”), a Florida limited liability company, on July 24, 1998. From February 1, 1994 to July 24, 1998, the Company conducted its activities under the name RDN. In September 1998, the members of LLC exchanged all of their interests in LLC for 6,000,000 shares of LAM Industries Inc’s common stock. The stock exchange

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between the Company and the members of LLC is considered a recapitalization or reverse acquisition. Under reverse acquisition accounting, LLC was considered the acquirer for accounting and financial reporting purposes, and acquired the assets and assumed the liabilities of the Company. In 2009, the Company reorganized in the state of Delaware and changed its name to LAM Industries, Inc. On March 17, 2010, the Company and its shareholders again approved and implemented a name change from LAM Industries Inc. to Easton Pharmaceuticals, Inc. and then registered with FINRA with the granting of a new stock symbol “EAPH”, changing from “LAIC” to EAPH. In August of 2012, the Company approved and changed corporate domicile from the State of Delaware to the State of Wyoming.

Until mid 2008, the Company was engaged in the research, development and commercialization of products based on the L.A.M. Pharmaceutical’s L.A.M. IPM^TM technology. This asset was the basis of L.A.M. Pharmaceutical’s IPM Wound Gel and delivery system, and other various L.A.M. Pharmaceutical’s products. This technology involved the use of the L.A.M. Pharmaceutical’s Ionic Polymer Matrix TM technology (L.A.M. IPM^TM) for the purpose of delivering, enhancing and sustaining the action of certain established therapeutic agents. The Company subsequently replaced this delivery system in favor of the proprietary delivery technology of Viorra Bio Medical Inc. (“VBMI”) - Viorra Delivery Matrix or the “VDM”, which it acquired in 2008.

In late 2008 and early 2009, the Company divested the L.A.M. IPM^TM and its patented IPM Wound Gel assets, and shortly thereafter acquired the remaining assets and know-how of Ixora Bio Medical Company Inc. (“IXORA”) and VBMI together with the VDM technologies and other assets. The Company believes the VDM delivery system can provide superior efficacy for the Company’s current focus on topical female sexual arousal disorder (“FSAD”) and other products.

The Company is currently the owner of a proprietary trans-dermal delivery technology VDM that management believes will be commercialized to transport various medicinal ingredients in vivo. The combination of the delivery technology and active ingredients together is intended to be developed and commercialized for marketing and sale on a global Basis. Active ingredients include, or will include a combination of generally recognized as safe (“GRAS”) additives, approved cosmetic ingredients or approved drugs (the combination of the VDM trans-dermal delivery matrix and any drugs are not currently approved or cleared in any jurisdiction). The Company’s products are currently in various stages of commercialization: basic research; proof of concept research; development; and, commercialization. Product commercialization is currently focused on “Viorra”, an aid to the relief of FSAD. Since 2009, the Company has not recognized material sales of Viorra or other VDM-based products.

In March of 2015, the Company and BMV Medica S.A. de C.V. entered into a profit sharing agreement related to the future sales of certain exclusive and patented Women’s Health product(s) purchased through a licensing and distribution agreement from Israeli based company CommonSense Inc. who’s products are currently being sold throughout the world through other distribution and licensing agreements. The Company has also purchased the rights of certain Canadian-manufactured generic cancer drugs, in return for an investment by Easton into BMV Medica SA de CV. This investment into BMV is based upon a 50/50 net profit split on the revenues received from the Women’s Health and generic cancer drug line.

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The Offering

Issuer:	Easton Pharmaceuticals Inc., a Wyoming corporation.
Security Offered:	Shares of Common Stock, par value $0.0001
Price per Share:	$0.003
Minimum Offering:	None.
Maximum Offering:	$5,000,000 (1,666,666,666 Shares)
Minimum Investment:	None.
Offering Period:	The Offering will commence on [                ], 2016, and will close upon the earlier of (1) the sale of the Shares with an aggregate sales price of $5,000,000, or (2) December 31, 2016.
Voting Rights:	Stockholders will have one vote per share for each Share owned by them in all matters, including the election of Directors, as provided in the Wyoming Corporations Code.
Dividends:	We have never paid a dividend on the shares of our Common Stock and do not plan to do so in the foreseeable future.
Dilution:	Purchasers of Shares of our Common Stock will suffer an immediate dilution of up to $0.006 per share.
Use of Proceeds:	The net proceeds of this offering will be used primarily for working capital purposes. In addition, some of the proceeds will be used for other corporate purposes. Expenses of the Offering are estimated to be approximately $15,000.
Trading our Shares	Shares of our Common Stock are thinly traded on the OTC Markets Group.
Exchange Act Disclosure:	The Company is not required to provided disclosure pursuant to the Exchange Act.
Risk Factors:	An investment in the Company is highly speculative and involves substantial risks. Prospective Investors should carefully review and consider the factors described under the “Risk Factors” section below.

We plan to qualify the offering for sale in New York and Delaware and in such other states as we may determine from time to time. We may also offer or sell Shares in other states in reliance on exemptions from registration requirements of the laws of those states. However, we will not make any general solicitation or advertisement of this offering in any jurisdiction that this offering is not registered. The offering is being conducted on a “best efforts” basis, which means our officers will attempt to sell the Shares to prospective investors without the use of an underwriter. We will not pay any commissions or remuneration to any person, including the officers of the Company, for the sale of any securities in this offering.

RISK FACTORS

You should carefully consider the risks described below together with all of the other information included in this Offering Circular before making an investment decision with regard

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to our securities. The statements contained in or incorporated into this Offering Circular that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business

We have not generated any meaningful revenues from inception and may not generate revenues if its business is not successful.

Results of Operations

Liquidity and Capital Resources:

The Company has increased its shareholders’ deficit as a result of its efforts to increase its business activity. Cash outflow from operations for the nine months ended September 30, 2015 was $(171,094) compared to an outflow of cash of $(251,826) in the comparative prior nine months ended September 30, 2014. In the current period the Company received $0 ($15,400 in the comparative prior period) in loans and received $0 for the issuance of common shares ( 2014: received $697,000) leaving cash on hand at September 30, 2015 of $71,675 compared to cash on hand of $697,884 at December 31, 2014. The Company is dependent upon equity and loan financings to compensate for the continued outflow of cash anticipated from operations. The Company’s continued operations are dependent upon obtaining revenues from outside sources or raising additional funds through debt or equity financing.

Profit & Loss:

Comparison of the nine months ended September 30, 2015 with the nine months ended September 30, 2014.

The net loss for the nine months ended September 30, 2015 was $549,094 compared to a net loss of $312,427 for the nine months ended September 30, 2014. The losses for the periods relate to expenses incurred in administering the affairs of the Company, in the reorganization, financing and development of the Company’s business and product. Since its reorganization the Company has generated nil revenues from sales.

Cash Flow:

The Company had positive working capital at September 30, 2015 of $219,499 with current assets of $348,455 in excess of current liabilities of $128,956. At December 31, 2014 the Company had working capital of $633,208.

We have a limited operating history. From inception we have incurred significant net losses. We expect to continue to incur net losses and negative cash flow from operations in the near future, and we will continue to experience losses for at least as long as it takes our company to reach a sales level which will support profitable operations. There can be no assurance that we will achieve material revenues in the future. Should we achieve a level of revenues that make us profitable, there is no assurance that we can maintain or increase profitability levels in the future.

Our lack of sales and operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.

The history of our company involves development and marketing of products that have not experienced material sales, to date. We do not have material operating history in our current

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field, which makes it impossible to evaluate our business on the basis of historical operations. Our history as a company makes it difficult for us to predict future performance. Although this is true for any business, it is particularly true for us because of our limited operating history in our current field of business.

Ms. Pepe, Mr. Valerie, Mr. Karras, Jose Tiran Saucedo and Dr. Bagi are our key personnel. Loss of either of them could adversely affect our business.

If any of them were to die, become incapacitated or disabled, or leave our company, we would be forced to retain individuals to replace them. There is no assurance that we can find suitable persons to replace them if that becomes necessary. We have no “Key Man” life insurance at this time. Ms. Pepe, Mr. Valerie, Mr. Karras, Dr. Saucedo and Dr. Bagi have employment agreements with the Company. These employment agreements are attached as an exhibit hereto.

We are subject to intense competition

We face intense competition, which could harm our business, and we expect competition to intensify in the future. Our market is relatively new, intensely competitive, highly fragmented and subject to rapid technological change. We expect competition to intensify and increase over time as the products that we have developed gain receptivity in the marketplace.

Many of our competitors have substantially more significant resources to devote to innovation and development; and almost all of our competitors have longer operating histories, greater name recognition, larger established client bases, longer client relationships and significantly greater financial, technical, personnel and marketing resources than we do. Our competitors may be able to undertake more extensive marketing campaigns, adopt more aggressive pricing policies and make more attractive offers to potential clients, employees and strategic partners.

Further, our competitors may have technology and the capability to perform services that are equal or superior to ours or that achieve greater market acceptance than ours. We have no patented or other proprietary technology that would limit competitors from duplicating our services. We must rely on the skills of our personnel and the quality of our client service.

Increased competition is likely to result in price reductions, reduced gross margins additional marketing expenses and loss of market share, any of which would have a material adverse effect on our business, results of operations and financial condition. We cannot assure you that we will be able to compete successfully against existing or future competitors.

If we fail to remain competitive, then our revenues may decline, which could adversely affect our future operating results and our ability to grow our business.

We are potentially subject to unknown regulations

From time to time, bills which attempt to regulate various aspects of our business are introduced by Congress and various state legislatures. We expect that such bills will continue to be introduced from time to time. However, we have no way to predict whether any law relating to the pharmaceutical industry which may ultimately be enacted in the future will have an adverse impact on our operations or business plan. Governmental regulation may adversely impact our ability to achieve sustained profitability.

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Demand for our products cannot be predicted

While we believe that there is considerable potential demand for our products, there is no way to estimate the amount of demand or the potential revenue that we can realize in any given time period. Likewise, we cannot estimate how quickly or efficiently demand will result in any particular level of revenue or income for us.

Risks Related to Our Common Stocks

We may conduct further offerings in the future in which case investors’ shareholdings will be diluted.

Since our inception, we have relied on sales of our common stock to fund our operations. We may conduct further equity offerings in the future to finance our current projects or to finance subsequent projects that we decide to undertake. If common stock is issued in return for additional funds, the price per share could be lower than that paid by our current stockholders. We anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. If we issue additional stock, investors’ percentage interests in our company will be diluted. The result of this could reduce the value of current investors’ stock.

We are subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

Our common stock is subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934 (the “Exchange Act”), commonly referred to as the “penny stock rule.” Section 15(g) sets forth certain requirements for transactions in penny stock, and Rule 15g-9(d) incorporates the definition of “penny stock” that is found in Rule 3a51-1 of the Exchange Act. The SEC generally defines a penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. We are subject to the SEC’s penny stock rules.

Since our common stock is deemed to be penny stock, trading in the shares of our common stock is subject to additional sales practice requirements on broker-dealers who sell penny stock to persons other than established customers and accredited investors. “Accredited investors” are persons with assets in excess of $5,000,000 (excluding the value of such person’s primary residence) or annual income exceeding $200,000 or $300,000 together with their spouse. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such security and must have the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt the rules require the delivery, prior to the first transaction of a risk disclosure document, prepared by the SEC, relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information for the penny stocks held in an account and information to the limited market in penny stocks. Consequently, these rules may restrict the ability of broker-dealer to trade and/or maintain a market in our common stock and may affect the ability of our stockholders to sell their shares of common stock.

There can be no assurance that our shares of common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock was exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock if the SEC finds that such a restriction would be in the public interest.

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We do not expect to pay dividends in the foreseeable future.

We do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest any future earnings in the development and growth of our business. Therefore, our stockholders will not receive any funds unless they sell their common stock, and stockholders may be unable to sell their shares on favorable terms or at all.

Our common stock is subject to price volatility unrelated to our operations.

The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or ourselves. In addition, the OTCBB is subject to extreme price and volume fluctuations in general. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

Trading in our common stock on the OTC Bulletin Board is limited and sporadic making it difficult for our shareholders to sell their shares or liquidate their investments.

Our common stock is currently listed for public trading on the OTC Bulletin Board. The trading price of our common stock has been subject to wide fluctuations. Trading prices of our common stock may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our common stock will be matched or maintained. These broad market and industry factors may adversely affect the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management’s attention and resources.

DILUTION

Dilution is the amount by which the offering price paid by the purchasers of the Shares of Common Stock sold in this Offering will exceed the net tangible book value per share of Common Stock after the Offering. If you invest in Common Stock, your shares will be diluted to the extent of the difference between the offering price per share of the Share, and the pro forma net tangible book value per share of our Common Stock after the Offering.

Our net tangible book value as of June 30, 2015, was $1,035,813, or $0.0013 per share of our Common Stock. We calculate net tangible book value per share by calculating our total tangible assets less liabilities and dividing it by the number of outstanding shares of our Common Stock.

After giving effect to the sale of 1,666,666,666 Shares of our Common Stock in this offering at a price of $0.003 and after deducting estimated offering expenses of $15,000, payable by us, our net tangible book value, which we refer to as our pro forma net tangible book value, as of June 30, 2014, would have been approximately $6,020,813 or $0.0024 per share of our Common Stock.

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This amount represents an immediate increase of our net tangible book value of $0.0011 per share to our existing stockholders, and an immediate dilution in our pro forma net tangible book value of $0.0006 per Share to new investors purchasing the Shares of our Common Stock at the offering price. We calculate dilution per share to new investors by subtracting the pro forma net tangible book value per share from the offering price paid by the new investor.

The dilution associated with the offering is as follows:

	25% shares issued			50% shares issued			100% shares issued
Offering price: $0.003 per share	$	0.003		$	0.003		$	0.003
Net Tangible Book Value Before Offering (per share)	$	0.0013		$	0.0013		$	0.0013
Net Tangible Book Value After Offering (per share)	$	0.0018		$	0.0021		$	$0.0024
Dilution per share to Investors	$	0.0012		$	0.0009		$	0.0006
Dilution percentage to Investors		40.0	%		30.0	%		20.0	%

PLAN OF DISTRIBUTION

The Shares to be offered in connection with this Offering shall be offered by the officers of the Company, through their contacts and word of mouth. The Company is not using a selling agent or finder in connection with this Offering.

In order to subscribe to purchase the Shares, a prospective Investor must complete, sign and deliver a Subscription Agreement to the Company and wire funds for its subscription amount in accordance with the instructions included in the Subscription Agreement which accompanies this Offering Circular.

The Company reserves the right to reject any Investor’s subscription in whole or in part for any reason. If the Offering terminates, or if any prospective Investor’s subscription is rejected, all funds received from such Investors will be returned without interest or deduction.

This Offering is made only by means of this Offering Circular and prospective Investors must read and rely on the information provided in this Offering Circular in connection with their decision to invest in the Shares.

State Qualification and Suitability Standards

This Offering Circular does not constitute an offer to sell or the solicitation of an offer to purchase any Shares in any jurisdiction in which, or to any person to whom, it would be unlawful to do so. An investment in the Shares involves substantial risks and possible loss by Investors of their entire investment. See, “Risk Factors.”

The Shares have not been qualified under the securities laws of any state or jurisdiction. We plan to qualify the Offering in New York and Texas, and with such other state securities regulatory authorities as we may determine from time to time.

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Some of our offerees may be broker-dealers registered with the SEC under the Exchange Act, who may be interested in reselling our Shares to others. If so, they will have to comply with the regulations of the SEC and FINRA relating to underwriters.

USE OF PROCEEDS

We estimate that the net proceeds from the sale of 1,666,666,666 Shares of our Common Stock in this Offering at an offering price of $0.003 will be approximately $4,850,000 after deducting our estimated offering expenses of approximately $15,000.

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We intend to use the net proceeds of this offering primarily to develop additional revenue generation opportunities, and seeking acquisition opportunities within our current business field. Specifically, assuming gross proceeds to the Company of approximately $5,000,000. We anticipate allocating the proceeds to the following uses:

Use of Proceeds

Description

	50%		100%
Use of Proceeds with 50% and 100% of expected funding, respectively (total potential funding in this offering is $4.37 MM less $150,000 in expenses)	$	2.24 MM	$	4.458MM
Easton Pharmaceuticals Inc.
Product inventory to be purchased for launch:
1. VS-Sense Vaginal Discharge diagnostic test	$	223,000	$	460,000
2. AL-Sense Amniotic fluid leak test	$	223,000	$	460,000
3. Gynofit lactic acid gel treatment for bacterial vaginosis	$	400,000	$	800,000
Advertising & marketing 2016 budget
Billboards, radio, TV & print	$	830,000	$	2.0 MM
Rent Mexico City office lease	$	24,000	$	24,000
Key personnel hiring: Sales Director + 20 med reps + admin accts P + R	$	180,000	$	250,000
General working capital	$	136,000	$	136,000
Total use of proceeds for Easton Pharmaceuticals	$	1.886MM	$	3.670 MM
Total amount remaining for Issuer Easton Pharmaceuticals Inc.:	$		$
Marketing: existing Easton products: North America/Latin America	$	250,000	$	500,000
Key Personnel Easton Pharmaceuticals:
President / VP Business Expansion & Development	$	120,000	$	180,000
VP Finance	$	48,000	$	48,000
General working capital	$	120,000	$	160,000
Total use of proceeds Easton Pharmaceuticals inc.	$	538,000	$	888,000
Total use of proceeds for the Issuer – Easton Pharmaceuticals Inc.	$	2.424MM	$	4.558MM

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In the event that any net proceeds are not immediately applied, we may temporarily hold them as cash, deposit them in banks or invest them in cash equivalents or securities.

DIVIDEND POLICY

We do not anticipate that we will declare or pay regular dividends on our Common Stock in the foreseeable future, as we generally intend to invest any future earnings in the development and growth of our business. Future dividends, if any, will be at the discretion of our Board of Directors and will depend on many factors, including general economic and business conditions, our strategic plans, our financial results and conditions, legal requirements, and contractual obligations or limitations and other factors that our Board of Directors deems relevant.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Offering Circular contains certain forward-looking statements. When used in this Offering Circular or in any other presentation, statements which are not historical in nature, including the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “may,” “project,” “plan” or “continue,” and similar expressions are intended to identify forward-looking statements. They also include statements containing a projection of revenues, earnings or losses, capital expenditures, dividends, capital structure or other financial terms.

The forward-looking statements in this Offering Circular are based upon our management’s beliefs, assumptions and expectations of our future operations and economic performance, taking into account the information currently available to them. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties, some of which are not currently known to us that may cause our actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements. These forward-looking statements are based on our current plans and expectations and are subject to a number of uncertainties and risks that could significantly affect current plans and expectations and our future financial condition and results.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Offering Circular might not occur. We qualify any and all of our forward-looking statements entirely by these cautionary factors. As a consequence, current plans, anticipated actions and future financial conditions and results may differ from those expressed in any forward-looking statements made by or on our behalf. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented herein.

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DESCRIPTION OF BUSINESS

Easton Pharmaceuticals, Inc. (the “Company”) is in the business of research, development and manufacturing of various therapeutic and cosmetic products. The Company was initially formed as L.A.M. Pharmaceutical, Corp. (the “LLC”) on July 24, 1998. From February 1, 1994 to July 24, 1998, the Company conducted its activities under the name RDN. In September 1998, the members of LLC, a Florida limited liability company, exchanged all of their interests in the LLC for 6,000,000 shares of common stock of LAM Industries Inc., a corporation organized in the State of Delaware. The stock exchange between the Company and the members of the LLC is considered a recapitalization or reverse acquisition. Under reverse acquisition accounting, the LLC was considered the acquirer for accounting and financial reporting purposes, and acquired the assets and assumed the liabilities of the Company. In 2009, the Company reorganized in the state of Delaware and changed its name to LAM Industries, Inc. On March 17, 2010, the Company and its shareholders again approved and implemented a name change from LAM Industries Inc. to Easton Pharmaceuticals, Inc. and subsequently registered with FINRA for a new stock symbol. The Company’s stock symbol was changed from LAIC to EAPH. In August of 2012, the Company approved and changed corporate domicile from the State of Delaware to the State of Wyoming.

Easton Pharmaceuticals, Inc. is the owner and developer of a proprietary trans-dermal delivery technology - Viorra Delivery Matrix or “VDM” that management believes will be commercialized to transport various medicinal ingredients in vivo.

Until mid 2008, the Company was engaged in the research, development and commercialization of products based on the L.A.M. Pharmaceutical’s L.A.M. IPM^TM technology. This asset was the basis of L.A.M. Pharmaceutical’s IPM Wound Gel and delivery system, and other various L.A.M. Pharmaceutical’s products. This technology involved the use of the L.A.M. Pharmaceutical’s Ionic Polymer Matrix TM technology (L.A.M. IPM^TM) for the purpose of delivering, enhancing and sustaining the action of certain established therapeutic agents. The Company subsequently replaced this delivery system in favor of the proprietary delivery technology of Viorra Bio Medical Inc. (“VBMI”) - Viorra Delivery Matrix or the “VDM”, which it acquired in 2008.

In late 2008 and early 2009, the Company divested L.A.M. IPM^TM and its patented IPM Wound Gel assets, and shortly thereafter acquired the remaining assets and know-how of Ixora Bio Medical Company Inc. (“IXORA”) and VBMI together with the VDM technologies and other assets. The Company believes the VDM delivery system can provide superior efficacy for the Company’s current focus on topical female sexual arousal disorder (“FSAD”) and other products. The original assets of Ixora were purchased in the year 2000 and involved intellectual proprietary technology for the treatment of FSAD (female sexual arousal disorder). The delivery technology from the Ixora technology was subsequently utilized in its L.A.M IPM wound gel formulation which was approved by the FDA in 2005 and shown to be 88% effective in the treatment of wounds through a 510K application with the FDA.

The Company is currently the owner of a proprietary trans-dermal delivery technology VDM that management believes will be commercialized to transport various medicinal ingredients in vivo. The combination of the delivery technology and active ingredients together is intended to be developed and commercialized for marketing and sale on a global Basis. Active ingredients include, or will include a combination of generally recognized as safe (“GRAS”) additives, approved cosmetic ingredients or approved drugs (the combination of the VDM trans-dermal delivery matrix and any drugs are not currently approved or cleared in any jurisdiction). The Company’s products are currently in various stages of commercialization: basic research; proof of concept research; development; and, commercialization. Product commercialization is currently focused on “Viorra”, an aid to the relief of FSAD. Since 2009, the Company has not recognized material sales of Viorra or other VDM-based products.

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The Company’s intention was to acquire complementary products, technologies or companies by identifying and evaluating potential products and technologies developed by third parties that it believed would fit within the overall objective. Since its formation in 1998, the Company raised approximately $18 million for research and development to commercialize its main pipeline of products, specifically the L.A.M. IPM Wound Gel ^TM.

In March of 2015, the Company and BMV Medica S.A. de C.V. entered into a profit sharing agreement related to the acquisition of licensing and distribution rights towards the future sales of certain exclusive and patented Women’s Health products from CommonSense Ltd. of Israel and sales of certain Canadian-manufactured generic cancer drugs from BioLyse Pharma of St. Catherines, Ontario, Canada, in return for an investment by Easton into BMV. This investment provides Easton with a 50/50 net profit split on the revenues received from the Women’s Health and generic cancer drug line.

Mexico & Latin America

In March of 2015, the Company and BMV Medica S.A. de C.V. entered into a profit sharing agreement related to the acquisition of licensing and distribution rights towards the future sales of certain exclusive and patented Women’s Health products from CommonSense Ltd. of Israel and sales of certain Canadian-manufactured generic cancer drugs from BioLyse Pharma of St. Catherines, Ontario, Canada, in return for an investment by Easton into BMV. This investment provides Easton with a 50/50 net profit split on the revenues received from the Women’s Health and generic cancer drug line.

Patented Excusive Women’s Health Products from CommonSense LTD:

Vaginal Discharge Diagnostic Test and Amniotic Fluid Leak Test

• Easton/BMV has recently secured exclusive rights for Mexico and all of Latin America (except Brazil) for a line of patented vaginal health diagnostic medical devices (VS-Sense) from an Israeli/US diagnostics company,- CommonSense LTD, of Cesarea, Israel. This diagnostic test is currently being sold Canada-wide (Shoppers Drug Marts), and across the US (at Walgreens and CVS pharmacies). Bayer AG, a global pharmaceutical giant has secured the exclusive rights to VS-Sense for the European Union and is launching in the United Kingdom in August, 2015, with a massive television and promotional campaign. Given the sizeable investment and faith that Bayer has in this product, Easton/BMV believe that that VS-Sense presents an extremely lucrative opportunity in the Latin American market;

• In addition to the diagnostic test for vaginal health, Easton/BMV are in final negotiations with a Swiss Company introduced by CommonSense to Easton/BMV to secure the rights to a natural Lactic Acid treatment for when the diagnostic test indicates the vaginitis is caused by bacteria (roughly two-thirds of cases). This natural lactic acid gel vaginal cream causes the vaginal pH to change enough to kill the offending bacterial organisms. The remaining one third of cases diagnosed are yeast based and Easton/BMV will launch under their own brand the current treatment (clotrimazol cream) for these infections. In this way, Easton/BMV will have the triangle model: diagnostic component as well as offering treatments for all causes of the vaginitis: one diagnostic test, followed by two treatment options depending on what the diagnostic test results show after initial use;

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• As mentioned above, BMV is negotiating the rights for a natural treatment for bacterial vaginosis and is already approved in Europe and Mexico, which will afford gynecologist’s the opportunity to sell, in office, both the diagnostic and treatment in Latin America. This represents a potentially large revenue-producing option for both the gynecologists and Easton/BMV.

• In addition to the diagnostic test for vaginal health, BMV has also secured the rights for all of Latin America (except Brazil ) for a second point-of-care diagnostic device; unique in the time, cost, and ease-of-use for late-pregnancy women who experience wetness in their undergarments and are not sure if it is urine or amniotic fluid, quite a common occurrence, and one of the major causes of OB/GYN visits by women in late-stage pregnancy. This diagnostic device called AL-Sense provides a differential diagnosis between urine and amniotic fluid. BMV has a tremendous opportunity with this amniotic fluid leak diagnostic test in that there is an unmet need with no competition. Furthermore this Amniotic Fluid Leak test is part of the NHS’s late-pregnancy protocol for all women.

• This Amniotic fluid test is intended for pregnant women, mainly in late-stage pregnancy to enable them to detect the difference between an amniotic fluid leak which would necessitate a doctor’s visit (as labour has started) and a simple urine leak. The test may also be used by High Risk pregnant women to monitor for Amniotic Fluid leaks beginning at earlier stages of pregnancy. This test is a state-of the art diagnostic test which is in the form of a panty liner, and undergoes a simple color change if the wetness experienced by the pregnant woman caused by an amniotic fluid leak. The relatively low cost and ease of use is expected to quickly become the test of choice for both women at home and in hospital use.

• This test has been endorsed by NHS (National Health Service) in Britain as part of the NICE report (National Institute for Health and Care Excellence) which indicates that the device can reliably exclude amniotic fluid leak as a cause of vaginal wetness in pregnancy, avoiding the need for a speculum examination and its associated discomforts. Using the device in the community could prevent unnecessary referrals to secondary care antenatal day units or maternity triage services for speculum examinations, releasing clinical time. Based on cost modelling, using the test offers significant cost savings

• Other countries where the AL-Sense test is being sold include UK, Italy, Japan, China, Israel, Australia and other countries. The product is currently being registered in the USA and Canada

• Easton/BMV believe with a Marketing budget of $500,000 sales of the suite of exclusive Women’s Diagnostic and Treatment products could reach US$8-12 MM annually within three years.

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Generic Cancer Drugs

Easton Pharmaceuticals and its partner BMV Medica has secured exclusive rights for a line of Canadian-manufactured generic cancer drugs from Biolyse Corporation of St. Catharines, ON, Canada, beginning with four of the most commonly used chemotherapy agents namely paclitaxel, methotrexate, 5-fluorouracil and docetaxel. Biolyse is adding to these a further 33 injectable cancer and antibiotic drugs within the coming years, all of which will available to Easton/BMV exclusively for the region;

Generic Cancer Drugs: The cancer drugs: Biolyse Pharma Corporation the manufacturer of these drugs initially entered into an exclusive distribution agreement with BMV Medica, and BMV in turn then entered into a 50/50 profit split with Easton Pharmaceuticals for the full line of Biolyse-manufactured drugs beginning with Paclitaxel and docetaxel two of the most-commonly prescribed cancer (oncology) drugs in use today,- prescribed for breast, lung, colon and several other cancers. Both drugs are generic with manufacturers from the US, Canada, Mexico, Europe and India vying for a total market of several Billion dollars for these two drugs.

Easton Pharmaceuticals and its partner BMV Medica market is Latin America, where, starting in Mexico, Canadian-manufactured drugs have an advantage over the Asian-origin drugs, because of NAFTA (North American Free Trade Agreement), allowing Canadian manufacturers to enter into the lucrative national tenders. In addition Canadian-manufactured cancer drugs also have a perceived advantage in quality over the Asian-manufactured counterparts. Easton/BMV have in-licensed the exclusive rights for the full line of Biolyse-manufactured drugs expected to reach in excess of over 30 drug offerings in the coming five years.

Easton Pharmaceuticals and its partner BMV Medica have received the drug dossiers from Biolyse Pharma and are working with a local Mexican Company: Ackerman Pharma/Bio MS to submit for Marketing Authorization in Mexico for paclitaxel and docetaxel. These approvals are expected to be granted over the next six to nine months.

Once these approvals are in place, Easton Pharmaceuticals and its partner BMV Medica expect to begin sales in Mexico very quickly and believes these two cancer drugs will reach revenues of several million dollars over the next three years through sales into both the private and government contract buyers.

In parallel with the Mexican initiative, several countries in Latin America do not require extensive regulatory dossier submissions, in order to purchase these Canadian-manufactured drugs. Once funding is secured Easton/BMV will immediately pursue Sales & Distribution agreements with distributors in Latin American countries where this simplified regulatory pathway is in place.

Easton/BMV believe with a basic marketing program sales of paclitaxel and docetaxel could reach US$10 MM within three years

Drug Delivery Technology

The drugs transdermal delivery technology is a safe, novel and proprietary drug delivery platform that has been developed based on more than 30 years of research by various individuals to address many of the needs in the multi billion dollar drug delivery segment of the pharmaceutical market. The proprietary system used only in the FSAD Drug consists of a water based, complex polymer matrix, which includes methoxypolyethyleneglycol, hydroxyethylcellulose and carboxymethylcellulose.

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Included with the 50% ownership interest with the purchase of the FSAD Drug are the following patents or patent pendings filed at that time:

(i) Canadian Patent Application Number CA 2.591.203;

(ii) U.S. Patent Application No. 11/010,154;

Patent Cooperation Treaty Application Number PCT/IB2005/003672 (publication number W02006/061689; and

(iii) European Patent Application Number EP 2005810583

On November 5, 2013 EASTON PHARMACEUTICALS, Inc. acquired an initial 10% ownership interest in a Cancer Treatment Drug called “XILIVE”, with an exclusive option to purchase the remaining ownership interest exercisable at any point in time over the next 5 year time period. Should EASTON PHARMACEUTICALS provide funding towards any testing or clinical trials, these expenditures will be included and put towards acquiring additional ownership in the drug. “XILIVE” has not undergone any independent clinical trials, but was previously administered by the current majority owners on individuals outside of the U.S. suffering from various forms of advanced stage cancer with others on a list of prospective candidates. Initial feedback was promising enough to allow EASTON PHARMACEUTICALS to acquire an initial 10% ownership interest through a cash payment. It is the Companys intent to enter into some type of feasibility, safety and efficacy tests. Any type of North American trials may depend on the involvement or the approval of the FDA in the United States and Health Canada in Canada. The Company is currently contemplating forming alliances with certain other company’s who have adequate resources and knowledge towards such trials in the jurisdiction of the United States and Canada. Other avenues being seriously contemplated are to have “XILIVE” utilized in various other countries such as Mexico, Germany, Italy and other countries where regulations are deemed less stringent for the use of experimental early stage drugs for the treatment of certain cancers.

In June of 2013 the Company disclosed its intentions to enter into the medical marijuana industry. During the past 2 years the Company has signed various Letter of Intent Agreement in both the United States and Canada, but subsequently executed and entered into an agreement in June of 2014 with a company called MDRM Group Canada for an exclusive option to purchase up to 50% of a private Canadian medical marijuana grower who has received a letter to build from Health Canada to obtain a medical marijuana growers license under Canada’s MMPR system which went into effect on April 1^st 2014. The private MMJ company is presently building out its facilities prior to a final inspection towards a national growers license towards medical marijuana. MDRM Canada has subsequently been removed allowing for Easton to negotiate directly with the private medical marijuana company which it has commenced.

Product and Market Overview

For many years, lotions, creams, suspensions and solutions of various natural (herbal) and therapeutic (drug) substances have been applied to the skin. When it comes to treating pain, sexual dysfunction and other disease states that emanate from structures of the body below the skin, topical therapy is not effective unless the therapeutic agent can cross the outer layer of the skin (stratum corneum) which acts as a protective barrier. This layer consists of numerous dead cells and cells in transition, which collectively forms an effective barrier to penetration of substances, such as bacteria, in the air or in water. Thus the stratum corneum plays an important role in protecting the body from invasion by harmful substances. It is this same protective role, which has posed a major challenge over the years regarding devising a mechanism that can effectively permit the stratum comeum to allow therapeutic substances to be delivered to structures within the body.

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All cosmetic and drug products in the United States are regulated by the FDA, and in other jurisdictions by various local regulatory authorities. Cosmetics are a multi-billion dollar a year industry that do not require FDA approval prior to marketing, although cosmetics must be safe, contain appropriate cosmetic ingredients and be labeled properly. In addition to the primary market focus of adding in the treatment of FASD, the VDM technology is an ideal carrier of many active ingredients and supplements that may be useful in treating or as aids to treatment of a variety of skin conditions including but not limited: to scarring alleviation, wound healing, cellulite reduction, reducing the severity of stretch marks, varicose veins, relief of general skin dryness, and moisturization. The VDM technology is compelling to users as a carrier of other active cosmetic ingredients particularly because it is quite viscous and contains non-staining and non-irritating ingredients.

OTC drug products marketed in the United States can make cosmetic claims as well as therapeutic claims and are intended to treat or prevent disease. Examples of such products include, but are not limited to, anti-dandruff shampoos; sunscreens; make-ups, moisturizers and skin care products that contain sunscreen, skin protectant or acne claims; products that make breath-freshening or whitening claims; antiperspirants that contain deodorant claims; and anti-microbial soaps. These products must comply with the FDA Monographs for OTC drugs products.

Regulatory Overview

All of our products are subject to regulation in the United States under the Federal Food, Drug and Cosmetic Act (the “FD&C Act”), the Public Health Service Act, and the laws of certain states. The FDA exercises regulatory control over drugs manufactured and/or sold in the United States. The following section provides a brief description of FDA classifications.

Cosmetics

Cosmetics are generally the least regulated by the FDA compared to other products subject to the FD&C Act. The legal distinction between cosmetics and drugs is typically based on the intended use of the product, which is normally discerned from its labeling. Cosmetic products are those intended for cleansing, beautifying, promoting attractiveness, or altering appearance whereas drugs are those intended for diagnosis, cure, mitigation, treatment, or prevention of disease, or that affect the structure or any function of the body.

A claim suggesting that a product affects the body in some “physiological” way usually renders the product a drug - even if the effect is temporary. However, claims that a product affects appearance through a “physical” effect are generally considered cosmetic claims. FDA’s rationale for this distinction is that a claim of a physiological effect is a claim that the product “affects” the structure or function of the body, which is one element of the statutory definition of a drug. A claim indicating that product effects are on the surface of the skin can be considered as a cosmetic claim.

Although cosmetics may be marketed without FDA approval, in order to be marketed lawfully as a cosmetic, the product must be properly labeled and each ingredient and each finished cosmetic product must be adequately substantiated for safety prior to marketing. Products which are not cosmetics, and are marketed in the United States, must either comply with specified OTC drug regulations (monographs) or be specifically approved through the New Drug Application (“NDA”) or biologic licensure process.

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Medical Devices

A medical device is a product that, among other requirements, does not achieve its primary intended purposes through chemical action within or on the human body and is not dependent upon being absorbed to achieve its primary intended purpose. Medical device regulation is based on classification of the device into three classes, I, II, or III. The three classes are based on the degree of control necessary to assure the various types of devices are safe and effective. Device classification depends on the intended use of the device and also upon indications for use. In addition, classification is risk based, that is, the risk the device poses to the patient and/or the user is a major factor in the class it is assigned. Class I medical devices present minimal potential for harm to the user and are often simpler in design than Class II or Class III devices. 47% of medical devices fall under Class I category and 95% of these are exempt from the regulatory process. 43% of medical devices are Class II devices. Class III medical devices usually sustain or support life, are implanted, or present potential unreasonable risk of illness or injury. 10% of medical devices fall under Class III category.

Section 510(k) of the FD&C Act requires that device manufacturers must register to notify FDA their intent to market a medical device. This is known as the “Premarket Notification” (“PMN”) or 510(k). Under 510(k), before a manufacturer can market a medical device in the United States, it must demonstrate to FDA’s satisfaction that it is substantially equivalent (as safe and effective) to a device already on the market.

If FDA rules that the device is “substantially equivalent,” the manufacturer can then market the device. Only a small percentage of 510(k)s require clinical data to support a Premarket Notification clearance by the FDA.

OTC Drugs

OTC drugs generally are defined as those drug products that can be used safely and effectively by the general public without seeking treatment by a physician or other health care professional. Thus, they do not require a prescription by a health care professional and are available at retail establishments. An OTC drug may be marketed without FDA approval if it conforms to a particular product monograph as described below and otherwise meets the requirements of the FD&C Act.

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OTC monographs list active ingredients, their dosage levels, and uses (claims) for which OTC drug products are considered generally recognized as safe and effective for specific use and are not misbranded. If a particular level of an active ingredient and claim are allowed by a monograph, then a manufacturer may market a product containing that ingredient and bearing that claim without specific FDA approval, subject to compliance with other requirements of the monographs and the FD&C Act, including labeling, drug registration and listing, and manufacturing obligations. With regard to labeling, the regulations require certain language for statement of identity, net contents, adequate directions for use, and name and address of the manufacturer, and their placement on the finished package, as well as additional warning statements when relevant to the product. All OTC manufacturers must register their establishments with the FDA and submit to the FDA a list of products made within five days after beginning operations, as well as submit a list of products in commercial distribution. The FDA must inspect all registered establishments at least every two years and OTC drug products must be manufactured in accordance with FDA’s Current Good Manufacturing Practice (“CGMP”). If the FDA finds a violation of CGMPs, it may enjoin a company’s operations, seize product, or criminally prosecute the manufacturer.

If a drug product does not conform to a particular OTC monograph, then typically a New Drug Application must be reviewed and approved by the FDA prior to marketing. Unlike prescription drugs, OTC drugs must bear adequate directions for safe and effective use and warnings against misuse.

New Drug Applications and Biologic License Applications

New drugs and products that are not cosmetics or devices and that are not covered by an OTC monograph must be approved by the FDA prior to marketing in the United States. Pre-clinical testing programs on animals, followed by three phases of clinical testing on humans, are typically required by the FDA in order to establish product safety and efficacy.

The first stage of evaluation, pre-clinical testing, must be conducted on animals. After safety has been demonstrated, the test results are submitted to the FDA (or a state regulatory agency) along with a request for authorization to conduct clinical testing, which includes the protocol that will be followed in the initial human clinical evaluation. If the applicable regulatory authority does not object to the proposed study, the applicant can proceed with Phase I trials. Phase I trials consist of pharmacological studies on a relatively few number of human subjects under rigidly controlled conditions in order to establish lack of toxicity and a safe dosage range.

After Phase I testing is completed, one or more Phase II trials are conducted in a limited number of patients to continue to test the products safety and also its efficacy, i.e. its ability to treat or prevent a specific disease. If the results appear to warrant further studies, the data are submitted to the applicable regulatory authority along with the protocol for a Phase III trial. Phase III trials consist of extensive studies in large populations designed to assess the safety of the product and the most desirable dosage in the treatment or prevention of a specific disease. The results of the clinical trials for a new drug are submitted to the FDA as part of a New Drug Application (NDA).

Biological drugs are subject to Biologics License Applications (BLAs), not NDAs as are other drugs. Biological drugs are a subset of “drug products” distinguished by their manufacturing process (biological vs. chemical process). A biological drug is any virus, serum, toxin, antitoxin, vaccine, blood, blood component or derivative, allergenic product, or analogous product applicable to the prevention, treatment, or cure of diseases or injuries. They must be safe, pure and potent. Generic competition does not exist for biologics, as it does for other drugs.

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Biological drugs are generally subject to the same testing, manufacturing, distribution, marketing, labeling, advertising and other requirements for other drugs.

Our Products

The scientists of our Company discovered that certain polymers possessed strong electrical charges which, when combined with other polymers of a specific electrical charge, are able to effectively help transport agents through the outer layers of the skin. We currently do not have an in-house R&D team. But the products were developed back in 2005 through its inventor and scientist. He subsequently passed away in 2008. In addition, these polymers are able to attach or surround other molecules such as therapeutic molecules and carry them within a matrix through the outer layers of the skin. Our scientists recognized that these discoveries would be of great significance in regard to the delivery of therapeutic agents.

Our Company’s research indicates that its proprietary technology is capable of combining in a matrix, in a novel manner, certain ingredients that are well established and generally regarded by the regulatory authorities, pharmaceutical industry and the public as safe GRAS. When combined with other therapeutic ingredients, we believe that the VDM technology allows the delivery of greater amounts of therapeutic ingredients to the target area than may otherwise be possible.

Current Product Pipeline

The following section describes of the Company’s products under current development.

XILIVE Cancer Drug

On November 5, 2013, we acquired an initial 10% ownership interest in a cancer treatment drug called “XILIVE”, with an exclusive option to purchase the remaining ownership interest in the drug exercisable at any point in time over the following 5 year time period. If our Company provides funding towards any testing or clinical trials, these expenditures will be included and put towards acquiring an additional ownership in the drug. “XILIVE” is not yet patented and has not undergone any independent clinical trials, but was previously administered by the current majority owners of the drug on 2-non U.S. individuals suffering from various forms of advanced stage cancer. We believed that the initial feedback was promising enough and decided to acquire an initial 10% ownership interest. The company has since signed an amending agreement and extended the time frame to 5 years to purchase any other ownership interest in XILIVE.

We intend to conduct feasibility, safety and efficacy tests of the drug with current majority owners. Any type of trials may depend on the involvement or the approval of the FDA in the United States and Health Canada in Canada. We are currently contemplating forming alliances with certain other companies who have adequate resources and knowledge towards such trials in the United States and Canada. Other avenues being contemplated are to have “XILIVE” utilized and tested in countries such as Mexico, Germany, Italy and other countries where regulations are less stringent for the use of experimental early stage drugs for the treatment of certain cancers.

Female Sexual Arousal Dysfunction

Our first product, Viorra for women is a product using our proprietary VDM technology and is designed primarily to address the deficiencies in women experiencing FASD, which is often associated with post-menopausal problems that may inhibit their intimate relationships. Specifically, using VDM technology, Viorra acts to either eliminate or significantly minimize post-menopausal symptoms including vaginal dryness, pain during intercourse, while improving feeling and sensation.

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Management believes that the Viorra VPM (Viorra Polymer Matrix) is a cosmetic and it is not pursuing any specific new chemical entity or other pharmaceutical drug claims for Viorra or VDM technology at this time. The product uses substances that have been approved and found safe by the regulatory authorities for many applications. Viorra is to be ready to be marketed and sold within the 4^th quarter of 2014 or first quarter of 2015.

On September 12, 2013, the Company closed on an agreement with a private Canadian company and individual to acquire a 50% ownership interest in an FSAD Non FDA Approved Drug (the “FSAD Drug”) for the issuance of 10,000,000 restricted shares previously issued in escrow. This drug is a water soluble, non-irritating, gel that is applied directly to the external female genitalia and uses a trans-dermal delivery system to deliver Alprostadil (0.08%), also known as prostaglandin E1, into the tissue, primarily a mucous membrane. Alprostadil is a well known vasodilator that has been shown to induce vulvar and clitoral engorgement, increase vulvar erythema and edema, which indicates increased blood flow to the genital area. In preliminary studies, the FSAD drug gel has been shown to positively affect both the subjective and objective parameters of sexual arousal and pleasure in a dose dependent manner. Over the long term, this FSAD Drug offers the potential to naturally improve the previously reduced blood flow to the genital area and restore the ability of the tissue to become engorged with blood and increase lubricating secretions during sexual stimulation, leading to increased arousal and pleasure.

Alprostadil, an off-patent therapeutic compound, which, when combined with the Transdermal Delivery Technology which is jointly owned with a private Canadian company is believed to penetrate skin tissue. The delivery system becomes subject to patent protection by virtue of its association with this proprietary delivery system. Any further research and development of this drug combination will require the consent and a mutual working relationship with the other 50% owner, a private Canadian pharmaceutical company.

The drugs trans-dermal delivery technology is a safe, novel and proprietary drug delivery platform that has been developed based on more than 30 years of research by various individuals to address many of the needs in the multibillion dollar drug delivery segment of the pharmaceutical market. The proprietary system used in the FSAD Drug consists of a water based, complex polymer matrix, which includes methoxypolyethyleneglycol, hydroxyethylcellulose and carboxymethylcellulose.

Included with the 50% ownership interest with the purchase of the FSAD Drug are the following patents or pending patents filed at in 2004:

(1) Canadian Patent Application Number CA 2.591.203

(2) U.S. Patent Application No. 11/010,154

(3) Patent Cooperation Treaty Application Number PCT/IB2005/003672 (publication number W02006/061689

(4) European Patent Application Number EP 2005810583

Others - Cosmetics

The Company currently has 3 main products that are currently available for sale. These products are Viorra, Kenestrin Gel, and Skin Renou H.A. Viorra is an OTC therapeutic product for the treatment of FSAD (Female Sexual Arousal Disorder). Kenestrin Gel is for the treatment of joint pain for those who suffer from Rheumatoid Arthritis. Skin Renou HA is being marketed as an anti ageing and anti wrinkle cream with its main active ingredient being hyaluronic acid.

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The Company has also executed a joint distribution agreement and revenue sharing agreement with Nutrashop Global Corp. , a private company that is currently selling products. Easton plans to jointly opening store location is both the United States and Canada to sell its OTC products and other therapeutic and holistic products.

Future Products and Initiatives

Medical Marijuana

In June of 2013, the Company disclosed its intention to enter into the medical marijuana industry. During the past year, the Company has signed various Letter of Intent for in both the United States and Canada. It November of 2013 Easton signed an LOI with Toronto based Medica RX towards negotiations involving a medical marijuana partnership and possible investment by Easton Pharmaceuticals. In March of 2014 Easton Signed an LOI with B.C. based Vodis Pharmaceuticals involving a medical marijuana partnership and possible investment by Easton Pharmaceuticals. In June of 2014, Easton advanced $50,000 and entered into an agreement with MDRM Group (Canada) Ltd. for an exclusive option to purchase up to 49% of a private Canadian medical marijuana grower who has received a “letter to build” from Health Canada to obtain a medical marijuana growers license under the Canadian Marihuana for Medical Purposes Regulations, which came into effect on April 1, 2014. This exclusive option has now been transferred directly to the medical marijuana grower holding a letter to build from Health Canada. The private medical marijuana company is presently building its facilities and awaiting final inspections for the grant of a national growers license for medical marijuana.

On July 1^st 2014, the Company executed an agreement to purchase 40% of a North Carolina based private company called Medicated Markets International LLC who own California medical marijuana growers licenses for the state of California. The acquisition was completed with the issuance of 200 Million restricted shares from Company treasury.

On October 23, 2014, the Company closed on a purchase agreement where it purchased the website and business of 420.com a company that markets and sells vaporizer products. Vaporizers are thought to be regarded as a safe alternative to smoking tobacco which the WHO estimates will help to get millions of people to stop smoking cigarettes and other tobacco based products.

Patented Exclusive Women’s Health Products from CommonSense LTD:

Vaginal Discharge Diagnostic Test and Amniotic Fluid Leak Test

• Easton/BMV has recently secured exclusive rights for Mexico and all of Latin America (except Brazil) for a line of patented vaginal health diagnostic medical devices (VS-Sense) from an Israeli/US diagnostics company,- CommonSense LTD, of Cesarea, Israel. This diagnostic test is currently being sold Canada-wide (Shoppers Drug Marts), and across the US (at Walgreens and CVS pharmacies). Bayer AG, a global pharmaceutical giant has secured the exclusive rights to VS-Sense for the European Union and launched in the United Kingdom in August, 2015, with a massive television and promotional campaign. Given the sizeable investment and faith that Bayer has in this product, Easton/BMV believe that that VS-Sense presents an extremely lucrative opportunity in the Latin American market;

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• In addition to the diagnostic test for vaginal health, Easton/BMV are in final negotiations with a Swiss Company introduced by CommonSense to Easton/BMV to secure the rights to a natural Lactic Acid treatment for when the diagnostic test indicates the vaginitis is caused by bacteria (roughly two-thirds of cases). This natural lactic acid gel vaginal cream causes the vaginal pH to change enough to kill the offending bacterial organisms. The remaining one third of cases diagnosed are yeast based and Easton/BMV will launch under their own brand the current treatment (clotrimazol cream) for these infections. In this way, Easton/BMV will have the triangle model: diagnostic component as well as offering treatments for all causes of the vaginitis: one diagnostic test, followed by two treatment options depending on what the diagnostic test results show after initial use;

• As mentioned above, BMV is negotiating the rights for a natural treatment for bacterial vaginosis and is already approved in Europe and Mexico, which will afford gynecologist’s the opportunity to sell, in office, both the diagnostic and treatment in Latin America. This represents a potentially large revenue-producing option for both the gynecologists and Easton/BMV.

• In addition to the diagnostic test for vaginal health, BMV has also secured the rights for all of Latin America (except Brazil) for a second point-of-care diagnostic device; unique in the time, cost, and ease-of-use for late-pregnancy women who experience wetness in their undergarments and are not sure if it is urine or amniotic fluid, quite a common occurrence, and one of the major causes of OB/GYN visits by women in late-stage pregnancy. This diagnostic device called AL-Sense provides a differential diagnosis between urine and amniotic fluid. BMV has a tremendous opportunity with this amniotic fluid leak diagnostic test in that there is an unmet need with no competition.

• This Amniotic fluid test is intended for pregnant women, mainly in late-stage pregnancy to enable them to detect the difference between an amniotic fluid leak which would necessitate a doctor’s visit (as labor has started) and a simple urine leak. The test may also be used by High Risk pregnant women to monitor for Amniotic Fluid leaks beginning at earlier stages of pregnancy. This test is a state-of the art diagnostic test which is in the form of a panty liner, and undergoes a simple color change if the wetness experienced by the pregnant woman caused by an amniotic fluid leak. The relatively low cost and ease of use is expected to quickly become the test of choice for both women at home and in hospital use.

• This test has been endorsed by NHS (National Health Service) in Britain as part of the NICE report (National Institute for Health and Care Excellence) which indicates that the device can reliably exclude amniotic fluid leak as a cause of vaginal wetness in pregnancy, avoiding the need for a speculum examination and its associated discomforts. Using the device in the community could prevent unnecessary referrals to secondary care antenatal day units or maternity triage services for speculum examinations, releasing clinical time. Based on cost modelling, using the test offers significant cost savings.

• Other countries where the AL-Sense test is being sold include UK, Italy, Japan, China, Israel, Australia and other countries. The product is currently being registered in the USA and Canada.

• Easton/BMV believe with a Marketing budget of $500,000 sales of the suite of exclusive Women’s Diagnostic and Treatment products could reach US$8-12 MM annually within three years.

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Generic Cancer Drugs

• Easton/BMV has secured exclusive rights for a line of Canadian-manufactured generic cancer drugs from Biolyse Corporation of St. Catharines, ON, Canada, beginning with four of the most commonly used chemotherapy agents namely paclitaxel, methotrexate, 5-fluorouracil and docetaxel. Biolyse is adding to these a further 33 injectable cancer and antibiotic drugs within the coming years, all of which will available to Easton/BMV exclusively for the region;

Generic Cancer Drugs: The cancer drugs: Biolyse Pharma Corporation the manufacturer of these drugs initially entered into an exclusive distribution agreement with BMV Medica, and BMV in turn then entered into a 50/50 profit split with Easton Pharmaceuticals for the full line of Biolyse-manufactured drugs beginning with Paclitaxel and docetaxel two of the most-commonly prescribed cancer (oncology) drugs in use today,- prescribed for breast, lung, colon and several other cancers. Both drugs are generic with manufacturers from the US, Canada, Mexico, Europe and India vying for a total market of several Billion dollars for these two drugs.

Easton/BMV’s market is Latin America, where, starting in Mexico, Canadian-manufactured drugs have an advantage over the Asian-origin drugs, because of NAFTA (North American Free Trade Agreement), allowing Canadian manufacturers to enter into the lucrative national tenders. In addition Canadian-manufactured cancer drugs also have a perceived advantage in quality over the Asian-manufactured counterparts. Easton/BMV have in-licensed the exclusive rights for the full line of Biolyse-manufactured drugs expected to reach in excess of over 30 drug offerings in the coming five years.

Easton/BMV have received the drug dossiers from Biolyse Pharma and are working with a local Mexican Company: Ackerman Pharma/Bio MS to submit for Marketing Authorization in Mexico for paclitaxel and docetaxel. These approvals are expected to be granted over the next six to nine months.

Once these approvals are in place, Easton/BMV expect to begin sales in Mexico very quickly and believes these two cancer drugs will reach revenues of several million dollars over the next three years through sales into both the private and government contract buyers.

In parallel with the Mexican initiative, several countries in Latin America do not require extensive regulatory dossier submissions, in order to purchase these Canadian-manufactured drugs. Once funding is secured Easton/BMV will immediately pursue Sales & Distribution agreements with distributors in Latin American countries where this simplified regulatory pathway is in place.

Capital Requirements for Easton/BMV’s Latin American initiatives are as follows:

• $100,000 to complete the license payments to CommonSense for the Amniotic Fluid Leak test for Mexico, required by September 30, 2015

• $600,000 for promotional activities and administrative expenses related to the launch of the diagnostic tests and treatments to gynecologists and pharmacy chains (professional versions and OTC versions of both diagnostic tests); trade shows with booths, advertising, hiring of Sales Force in Mexico (four medical reps), initial inventory purchase for launch, Business Development activities for Rest of Latin America

• $100,000 to complete regulatory activities and launch of generic cancer drugs in other Latin Countries

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To date, $225,000 has already been paid to CommonSense to date by Easton/BMV for the Vaginal Discharge Diagnostic Test and the Amniotic Fluid Leak test for Rest of Latin America; $25,000 paid for regulatory submission and pre-marketing in Mexico of Vaginal Discharge Diagnostic test; $25,000 paid for Pre-Marketing and packaging activities for Vaginal Discharge Diagnostic test; and $100,000 paid for regulatory submissions in Mexico for paclitaxel and docetaxel generic cancer drugs.

Past and Present Business and Product Development

In December 1997, the Company granted an exclusive worldwide license to IXORA with rights granted for the marketing, sale and distribution of certain transdermal treatments for male and female sexual dysfunction. In 2002, the Company received licensing, milestone, and other fees and payments of approximately $1,050,000 plus 2,025,000 common shares of IXORA; the consideration paid in shares of IXORA represented at that time 45% of the then outstanding share capital of IXORA.

Under terms of the IXORA license agreement, the Company’s obligations were to protect and bear the cost of defending relevant patent rights and IXORA’s obligations related to reimbursing the Company, or to directly pay for: identified and qualifying costs of research and development including clinical studies determined necessary to complete regulatory filings in the US and other jurisdictions and various regulatory agencies that regulate the marketing and sale of the products; and, cost related to patent procurement and maintenance costs of the underlying intellectual property. The agreement had a term of 99 years and the following termination provisions:

• IXORA fails to pay any money due under the contract, but only in the event that the amount due remains outstanding 60 days after receipt of written notice from us that the amount is due, or

• Either party becomes bankrupt or insolvent, or

• Either party fails to observe, perform or keep any of the material covenants, provisions, stipulations, representations and conditions contained in the contract and that the breach has not been cured within 60 days after receipt by the defaulting party of notice of such breach.

Under the then terms of the licensing agreement IXORA is responsible for the manufacturing of the product, to ensure that the IPM matrix is manufactured in accordance with the FDA Good Manufacturing Practices (GMP) and that the product is safe and performs to its specifications. Under the terms of the agreement, the Company was to receive the following royalties on sales under the agreement from IXORA:

• 9% of all net sales of licensed products approved by the FDA and for which the patent rights have not expired.

• 6.5% of all net sales of all licensed products which did not require FDA approval and for which the patent rights have not expired.

• 4.5% of all net sales of all licensed products for which the patent rights have expired or have been shown to be invalid.

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At the time of the acquisition of the IXORA assets by the Company and thereafter, the Company and IXORA confirm that the exclusive worldwide license granted IXORA remain valid, in full force and effect.

On April 15, 2002, the Company obtained clearance from the United States Food and Drug Administration (“FDA”) of its Section 510(k) pre-market notification of intent (number K020325) to market its proprietary L.A.M. IPM Wound Gel ^TM. Limited commercial sales of this product began in August 2002. Customer base was primarily derived from wound care professionals and centers, doctors, nurses, hospitals and individual sales through the Internet.

In late 2004, the Company applied to have its L.A.M. IPM Wound Gel ^TM approved for Medicare reimbursement. In 2005, the application as a drug was rejected by the FDA and was subsequently refused for Medicare reimbursement. As a result, patients could not claim to have the costs of the wound gel reimbursed, the cost of the product would be paid directly by the patient without any subsidy by Medicare, or other plans. This was considered a material setback to the Company’s commercialization efforts as most of its products were considered expensive and unlikely to be paid for directly by patients. The Company subsequently made the decision to attempt to reformulate and alter the product to satisfy certain deficiencies illuminated by the Medicare and FDA review, and to wait the required 5 year period in order to be eligible to reapply for full Medicare reimbursement.

In 2006, the Company’s then President Joseph Slechta passed away. This was deemed a material setback to the Company resulting in the loss of valuable relationships brought forward by Mr. Slechta. In the fall of 2008, the Company’s board of directors made the decision to divest itself of its L.A.M. IPM Wound Gel and trans-dermal delivery system.

On November 12, 2003, the Company entered into an exclusive distribution agreement with Verus S.A. de C.V. (“Verus”) to distribute our L.A.M. IPM Wound Gel ^TM in several South American, Central American and Caribbean countries. Under the terms of the agreement the financial and other obligations of the parties were to commence when Verus receives marketing authorization from regulatory authorities in at least one of the countries and was to continue for at least one year from such date. The agreement term was extended, without a specified term on a non-exclusive basis upon the expiration of the initial term and was agreed to continue to be extended unless terminated by the delivery of notice, one party to the other with thirty days written notice. The Company had the right to terminate the agreement with Verus at any time. To date, the Company has not received any payments under this agreement. Consequently the Company made the decision to terminate the agreement and relationship with Verus.

On March 24, 2004, the Company received approval from the Chinese State Food and Drug Administration for the importation and sale of the L.A.M. IPM Wound Gel ^TM in the Peoples Republic of China. In 2004, the Company signed a three-year distribution agreement with China National Pharmaceutical Foreign Trade Corporation (“Sinopharm”). The agreement granted Sinopharm the exclusive distribution rights to market and sell L.A.M. IPM Wound Gel ^TM in China. Under the terms of this agreement the rights granted could be terminated by either party immediately upon giving written notice if certain performance criteria or financial obligations were not met in 2004. The Company did not receive any payments from Sinopharm. Under terms of the agreement, the Company was to receive payments when sales were made by Sinopharm. To date there have not been any sales generated from this agreement and no payment from Sinopharm have been made to. Easton (formerly LAM) determined to terminate its relationship with Sinopharm in 2006.

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On January 5, 2005, the Company entered into a provisional agreement with Finest Enterprises Limited and China Elegant Development Limited to acquire New World Kellerton, a pharmaceutical company based in Xinyang, China. The provisional agreement was non-binding and remains in effect until the execution of a definitive agreement. As of this date a definitive agreement has not been completed. Subsequently, the company terminated this agreement in June of 2007.

Since there had been no revenues related to the L.A.M. IPM ^TM based products until then, in the third quarter of 2008, the Company’s board of directors decided to divest the L.A.M. IPM ^TM based assets and all products encompassing the L.A.M. IPM™ delivery system. Concurrently with the divesting of the L.A.M. IPM-based assets, the Company acquired all of the remaining assets and knowhow of IXORA and VBMI, including the proprietary VDM delivery system and line of products and products in development (the “VDM and Ixora Products”). Completion of the acquisition of IXORA, VBMI and VDM Products was dependent upon the restructuring of LAM’s capital structure, including debt (promissory notes) and common stock, among other conditions.

The acquisition of the assets and knowhow of VBMI and IXORA, including the VDM Products closed on June 25 and August 10, 2009, respectively, following completion of the conditions precedent to closing. The VDM Products are in various stages of development and commercialization, and we have not yet attempted to obtain clearance to market and sell products in the United States for any of the VDM Products nor attempted to market products that may not require approval. As a result, to date, the Company has not generated material revenues from the sale of products and expects to incur losses until sufficient revenues are earned from the sale of first product to operate on a net profit basis. Management believes that the first product that will be available for sale will be “Viorra”, to be marketed as a cosmetic gel to aid in the alleviation of FSAD. The Company will conduct research, development and commercialization on a pipeline of products derived from the VDM technology.

On June 25, 2009, the Company purchased 100% of the assets from Viorra Bio Medical Inc., a private Canadian Company, for a total of Thirty Six Million (36,000,000) shares of the Company’s restricted common stock. The shares were issued to non-U.S. persons and entities. These shares were issued pursuant to an exemption from registration requirements under Section 4(2) and exemptions provided under Regulation S (“Reg. S”) of the Securities Act of 1933.

On August 10, 2009, the Company purchased the remaining assets and know-how from Ixora Bio Medical Company Inc. and private shareholders for consideration of Eight Million (8,000,000) shares of the Company’s restricted common stock. These shares were issued pursuant to an exemption from registration requirements under Section 4(2) and exemptions provided under Regulation S (“Reg. S”) of the Securities Act of 1933. This acquisition resulted in the Company owning 100% of the assets of Ixora Inc. Immediately prior to the acquisition of the IXORA assets, the Company owned approximately 12% of the common stock of IXORA.

On September 4, 2009, a total of 14,258,220 common shares were issued pursuant to the conversion of convertible promissory notes dated June 11, 2006.

Research and Development

As part of our ongoing research and development program, we intend to develop and commercialize as many products as possible based on our proprietary VDM technology. Our long-term goal is to explore other uses of the matrix delivery system to improve the therapeutic effects and efficacy of various products.

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Since inception (1998), we have raised approximately $18 million used for research and development related to the L.A.M. IPM™ technology. Our research and development expenditures do not include research and development expenses relating to any of the acquired IXORA’s or VBMI’s VDM system or other research and development expenditures related to other pipeline products acquired in the VBMI and IXORA asset acquisitions, or corporate expenses accrued in the acquired companies for on-going costs for, among other things: marketing expertise, professional consultants, accounting, regulatory fees, sales costs, and general corporate purposes for which arms- length and non-arms-length individuals provided services to the companies in exchange for future consideration.

Management estimates that approximately $2.7 million has been expended on IXORA and Viorra between 1998 and 2004 to develop and prepare for commercialization of the VDM technology prior to acquisition and prior to reformulations of Easton OTC products utilizing the Company’s delivery system.

To the extent that all of the manufacturing process for our products is handled by an entity other than our Company, the manufacturing entity will be subject to inspections by the FDA and by other federal, state and local agencies and must comply with FDA GMP requirements. In complying with GMP regulations, manufacturers must continue to expend time, money and effort in the area of production, quality control and quality assurance to ensure full compliance.

Clinical Testing and Licensure

We believe that our VDM technology, when used with prescription drugs, or with currently approved OTC drugs will be regulated as a new drug and will require approval by the FDA. On the other hand, we believe that the VDM delivery technology, when used as a cosmetic can be marketed without prior approval.

We believe Viorra, Kenestrin Gel, Skin Renou HA and any of our stretch mark and scar product line currently in development would be considered a Class I device in the US, and may be even less regulated in other jurisdictions. Class I devices are subject to “general controls”. We believe that some of our products that are currently in the research and development pipeline may be subject to Class I or Class II medical devices regulation while others may be marketed using cosmetic classifications as defined by the FDA.

It is also possible that our proprietary VDM technology, when used with approved or unapproved prescription drugs or biologics, may be regulated as a combination unapproved new drug or medical device, in which case would be subject both to FDA medical device and new drug regulation. It is also possible that the use of the VDM technology with a monographed OTC drug could render the product an unapproved new drug, which would mean that the product is subject to new drug application approval requirements before marketing.

We intend to seek out partners for any products which require new drug applications for any of our drugs and will rely on our partners to pursue any regulatory application in regards to these products. No partners are required for any of our OTC therapeutic partners.

We undertake itself, or through partners, extensive and costly clinical testing to assess the safety and efficacy of product derived in combination with the VDM technology or on our other products such as the cancer drug, XILIVE and Femlife. Femlife is a drug jointly owned with a private Canadian company which utilizes a delivery system and technology for the topical delivery of Alprastodil to treat FSAD (female sexual arousal disorder) . Failure to comply with FDA guidelines regulating such testing can result in delay, suspension or cancellation of testing,

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and refusal by the FDA to accept the results of the testing. In addition, the FDA may suspend clinical studies at any time if it concludes that the subjects or patients participating in trials are being exposed to unacceptable health risks. Further, there can be no assurance that human clinical testing will show any of our drug delivery systems to be safe or effective or that data derived from any testing will be suitable for submission to the FDA.

The clinical studies prior to seeking marketing clearance required by European regulatory authorities before our systems can be marketed in Western Europe are similar to those in the United States. First, appropriate pre-clinical laboratory and animal tests must be done, followed by submission of a clinical trial exemption or similar documentation before human clinical studies can be initiated. Upon completion of adequate and well-controlled clinical studies in humans that establish that the drug is safe and efficacious, regulatory approval of a Market Authorization Application must be obtained from the relevant regulatory authorities. As with the FDA review process, there are numerous risks associated with the Market Authorization Application review. Additional data may be requested by the regulatory agency reviewing the Market Authorization Application to demonstrate the contribution of a product component to the clinical safety and efficacy of a product, or to confirm the comparable performance of materials produced by a changed manufacturing process or at a changed manufacturing site.

The process of biologic and new drug development and regulatory approval or licensure requires substantial resources and many years. There can be no assurance that regulatory approval will ever be obtained for other products being developed by us. Authorization for testing, approval for marketing of drugs, including biologics, by regulatory authorities of most foreign countries must also be obtained prior to initiation of clinical studies and marketing in those countries. The approval process varies from country to country and the time period required in each foreign country to obtain approval may be longer or shorter than that required for regulatory approval in the United States.

There are no assurances that any clinical trials conducted in foreign countries will be accepted by the FDA for approval in the United States. Product approval (or licensure in a foreign country) does not mean that the product will be approved or licensed by the FDA and there are no assurances that we will receive any approval or license by the FDA or any other governmental entity for the marketing of a drug product. Likewise, product approval by the FDA does not mean that the product will be approved or licensed by any foreign country.

Our Company have previously performed evaluations of a limited number of IPM/drug formulations, including formulations incorporating diclofenac and dimenhydrinate. Diclofenac is a non-steroidal anti-inflammatory medicine used in this formulation to help relieve some symptoms of arthritis, such as inflammation, swelling, stiffness, and joint pain. We have not performed any studies on the safety and efficacy of products containing these ingredients. Our preferred course for these formulations is to negotiate licensing agreements and/or joint ventures with larger pharmaceutical companies, which have the financial resources to fund the research and/or clinical trials necessary to complete the development of our products.

The Company believes no clinical trials are needed to market and sell any of its VDM OTC products encompassing it delivery system should it be marketed as a cosmetic product. Any drugs developed utilizing its VDM delivery technology will need to undertake clinical trials and obtain approval by the FDA. If in the future the results of any clinical trials involving these formulations are promising, we may then be in a position to negotiate licenses, to exploit the VDM technology on other drugs. In addition, more clinical studies may be requested by a potential licensee before it is willing to enter into an agreement. Any further clinical studies, as defined by the FDA, will not be performed without partnering.

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Our objective is to raise sufficient capital to enable us to sustain ongoing research, marketing and administrative overhead as well as to enable us to undertake the work necessary to obtain clearances to market and sell our products if required, and to license certain products to third parties.

We believe that the longer we are able to continue development and the clinical trials for certain products and thereby establish their safety and efficacy, the greater their value will be to a potential licensee given the reduced risk of failure. Consequently, we believe that the longer we retain sole ownership of those products the greater will be our bargaining position with prospective licensees and strategic alliance partners. Indeed, the industry places incrementally larger different values on drugs as they progress through the clinical trials required by the FDA.

Manufacturers and Suppliers

We will purchase the supplies of raw materials for the formulation of all of our products from various independent supply companies. Several vendors have been identified and these have been determined to be in compliance with the relevant regulatory requirements for manufacturing our products; all future vendors will be chosen using established criteria for selecting quality vendors.

We are currently reviewing the ability to manufacture its pipeline of products which encompasses the VDM proprietary matrix delivery system with certain contract manufacturing companies based in the USA, Canada and Mexico. No studies have yet been performed regarding the new reformulated products although recent product safety and efficacy internal tests did appear to be promising. We may incur costs associated with obtaining regulatory clearance prior to the introduction of these products to market. Such costs would include any clinical trials/studies and consulting fees for any 510(k) application as a Class I medical device. Any application to the FDA will be submitted only when we have completed the clinical validation trials for the product.

Marketing

We plan to market our products in any country where a suitable market exists and which has approved our products for sale.

The Company’s current focus is to serve the healthcare market in the USA and in the process of entering Mexico, and selected South American markets. We will continue to analyze and review our options to market and sell the Company’s products in Europe and China. As resources become available the Company will continue to review opportunities in other countries and will enter these countries as appropriate.

Competition

The pharmaceutical industry is highly competitive. We believe that competition for product sales is based primarily on brand awareness, price, availability and product efficacy. Our products may be subject to competition from alternate therapies during the patent protection period, if applicable, and thereafter from generic equivalents.

Many of our competitors are large, well-established companies in the pharmaceutical, chemical, cosmetic and health care fields and may have greater resources than we do to devote to manufacturing, marketing, sales, research and development and acquisitions. Our competitors include Bristol-Myers Squibb, Johnson & Johnson, Smith & Nephew and others.

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Patents and Trademarks

Prior to the decision by then Board of Directors to abandon and suspend any further research and development or commercialization efforts for products based on the L.A.M. IPM ^TM technology, in the fall of 2008, the Company owned 15 U.S. patents, 9 foreign patents, 5 U.S. patent applications and numerous international patent applications designating over 100 foreign countries with claims relating to our sustained release delivery matrix system, systems containing drug preparations, uses of the systems for various treatment therapies and addiction therapeutic program. These patents were to expire between 2015 and 2018.

Employees

The Company’s business operations currently employs 4 individuals, none of which are full-time employees.

Facilities

We rent office facilities at Suite 200, 265 Rimrock Road, North York, Ontario, Canada. We believe that the facilities are sufficient for the foreseeable future and do not anticipate leasing any further space, at this time.

Legal Proceedings

In August of 2015, the Company launched an action against Medicated Markets International and its principles for misrepresentation related to funds advanced toward.

OUR MANAGEMENT

The officers and directors of our Company comprise:

Evan Karras, Age 55

CEO, Secretary

Term of office began in July of 2015 and continues to this date.

Evan Karras is a leading project developer with key strengths in the organization and implementation of small, medium and large scale projects on an international level. He has extensive experience in the development of real estate projects, cable television, telecommunications, distribution, publishing, commodities and manufacturing.

Mr. Karras launched the first direct marketing company in the Middle East for a personal care products company he founded. The company marketed and distributed dietary and beauty products throughout the Middle East and Gulf area.

Other significant milestones include the development of a $300 million network to provide multimedia services to subscribers in Saudi Arabia and the United Arab Emirates. As founder and president of MoviesPlus, he provided satellite television programming in Poland.

As an independent consultant, Evan assisted the government of Greece in forming a national gaming commission for the privatization and award of twelve casino licenses. He formed several consortiums with international hotel and gaming operators, including Lady Luck Gaming Corporation, Playboy Enterprises, and Hyatt Hotels. All five casino licenses tendered for were awarded. Evan further secured property for the consortiums and was instrumental in the development of three (3) hotel and casino resorts and two (2) marina developments.

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In an independent study conducted by Price Waterhouse Cooper, Mr. Karras was ranked number 35 most respected businessman during his tenure as President and CEO of Telemax. Telemax was the largest supplier of prepaid calling products in Canada.

Through his strategic planning, he was successful in changing the direction of the company in order for it to remain competitive in the telecommunications market. He further managed to increase the company’s sales from $12 million to over $35 million per year. Evan was the liaison between the company and the investing public and investment brokers.

Evan has lectured on starting a successful business at LaVerne University in Greece. He holds a Masters degree in Business and Finance. Mr. Karras maintains close relationships around the world and consults in many market sectors.

Dr. Jose Tiran Saucedo

Chief Medical Officer, Latin America

EDUCATION
MEDICAL SURGEO 1991-1996	I.T.E.S.M.
	Escuela de Medicina Ignacio A. Santos
	Monterrey, N.L. México
	Cedula Profesional: 2776130
SPECIALTY	Ginecología y Obstetricia	2000-2004
	ITESM/DCS/EGRAM
	Monterrey, N.L. México
	Cédula de Especialidad: 4111546
SUBSPECIALTY	Infectología Ginecológica y Obstétrica	2004-2006
	Woman´s Hospital of Texas
	Houston, Texas.

INSTITUTIONAL SPECIALTY CERTIFICATION
Recertification American Board of Surgical Assistants.	2013
Recertification American Board of Surgical Assistants.	2011
Recertified By Mexican Council Of Gynecology and Obstetrics	2010
Recertification American Board of Surgical Assistants.	2007
Recertification American Board of Surgical Assistants.	2005
Mexican Council of Gynecology and Obstetrics	2005
Mexican Federation of Gynaecological Endoscopy A. C.	2004
American Board of Surgical Assistants. 2003

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ACADEMIC AND PROFESSIONAL EXPERIENCE
Adjunct Professor of the Fellowship of Gynecology and Obstetrics
University of Monterrey.
Noviembre 2011 a la fecha
Professor of Infectious Perinatal Matter at the University of Monterrey.	2008-2013
IMMF.CGOMSA/UDEM
Miembro Reference Comitee ACOG District VIII, México
2008 a la fecha
Junior Felow Advisor
Director General del IMIGO (Instituto Mexicano de Infectología	2006 a la fecha
Ginecológica y Obstétrica).
Profesor Auxiliar de Maestría en Administración. de Hospitales,	Agosto
2009 a la fecha
Materia Sistemas de Salud comparados en América del Norte / UDEM

SOCIEDADES PROFESIONALES

Colegio de Ginecología y Obstetricia de Monterrey

Colegio de Infectología de Nuevo León

Infectious Diseases Society of America (IDSA)

International Infectious Diseases Society for Obstetrics and Gynecology-EUA

Sociedad Internacional de Enfermedades Infecciosas de Ginecología y Obstetricia-México

American College of Obstetricians and Gynecologists

Asociación Ex-A-Tec de Ginecología y Obstetricia A.C.

Federación Mexicana de Endoscopía Ginecológica

Canadian Society of Telehealth

Sociedad de Ex Alumnos ITESM

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ACTIVIDADES PROFESIONALES
FELLOW ACOG (American College of Obstetricians And Gynecologists)	Julio 2008
HONORES Y RECONOCIMIENTOS
Reconocimiento cívico público por los servicios prestados a la humanidad	Dic. 1, 2006
por el conocimiento aportado en materia de VIH y embarazo de manos del presidente de Francia Jacques Chirac. Place de la Villete, L Artere le Jardin des Dessins. París, Francia.
Reconocimiento especial en la edición del libro del 60 aniversario del ITESM
“Lo Mejor del Tec: Su Gente”.	2003
Premio Nacional al Primer Lugar Nacional como Mejor Servicio Social en Medicina.	Mayo 1998

CAPITULOS
Autor del Capítulo #7 Título “Infecciones del tracto genital femenino	2011
y su relación con la infertilidad” del libro INFERTILIDAD manual para el consultorio. 1er. Edición
Autor del Capítulo #58 Título “Infecciones en la adolescencia”	2009
del libro Temas Selectos de Ginecología, Perspectivas. 1er. Edición
Autor del Capítulo #59 Título “VIH-SIDA en Ginecología y Obstetricia”	2009
del libro Temas Selectos de Ginecología, Perspectivas. 1er. Edición
Autor del Capítulo #9 Título “Postpartum Fever”	2009
del libro Now What? Text, Patient Encounters in Obstetrics and Ginecology,
Editorial Lippincott Williams & Wilkins,1st Edition.
Autor del Capítulo #17 Título “Pelvice Inflammatory Disease ”	2009
del libro Now What? Text, Patient Encounters in Obstetrics and Ginecology,
Editorial Lippincott Williams & Wilkins, 1st Edition.
Autor del Capítulo #14 Título “Infecciones vaginales” más frecuentes	2008
del libro Infectología Clínica publicado por Manual Moderno.
ISBN 987-970-729-379-3. 1st Edition.
Autor del Capítulo #19 Título “Virus del Papiloma Humano” del libro Infectología	2008
Clínica publicado por Manual Moderno. ISBN 987-970-729-379-3. 1st Edition.
Co-autor del Capítulo #14 Título “Virus de Inmunodeficiencia Humana” de la	2004
5ta edición del libro titulado “Infectious Diseases in Obstetrics and Gynecology” publicado por Parthenon Publishing. 5th Edition.

CONFERENCIAS

A impartido mas de 340 conferencias a nivel local, nacional e internacional en las áreas de: Infecciones de transmisión sexual, Sexualidad sana, Como hablar con tus hijos de sexualidad, Embarazos en la adolescencia y como evitarlos, además de temas científicos como vacunación, métodos de planificación, desarrollo de nuevas tecnologías para el tratamiento del virus del papiloma humano, etc etc. .

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INVESTIGACION

Desarrollo de múltiples protocolos con la Industria Farmacéutica, con Organizaciones no Gubernamentales e Intituciones Académicas.

Nunzio Valerie, Age [age]

CFO, Treasurer, Director

CEO / Secretary

Term of office began in July of 2015 and continues to this date.

Mr. Valerie has had a successful career as a senior executive in his own boutique consulting company with 15 years international experience as both a business consultant in various industries. Mr. Valerie is also a holder of a securities license from his 14 years of work in the financial services industry. Mr. Valerie also has strong experience and knowledge of finance and sourcing venture capital, financial institutions, regulatory agencies.

Carla Pepe, Age [38]

Director / President of Marketing

Term of office began in September of 2013 and continues to this date.

Ms. Pepe has over 10 years of successful experience in developing, leading and managing high impact strategic marketing campaigns directed at consumers, business to business, channel marketing and affinity programs. Ms. Pepe possesses strong skills utilizing current market research methodologies and analysis.

Dr. Daniel Bagi, Age [54]

COO

Term of office began in March of 2014 and continues to this date.

A senior executive physician with 20 years international experience in the pharmaceutical industry, with an emphasis in Business Development and licensing. Expertise in medical affairs and clinical research, specifically oncology and specialty women’s health products. Good knowledge of international regulatory standards. Supervision of over 15 clinical trials, mostly international. Strong business orientation with particular strengths in strategic planning, business development, and product evaluation, having secured numerous license deals for Mexico and Middle Eastern territories between North American Biotechs and local partners. Extensive experience presenting to financial institutions, regulatory agencies, and potential pharmaceutical partners.

There are no family relationships between any officers, directors and employees of the Company.

Remuneration of Directors and Officers

During the last completed fiscal year, the three highest paid persons who were executive officers or directors were: Evan Karras, who was issued 20,000,000 restricted shares of the Issuer’s common stock at an issue price of $0.005 per share for an aggregate value of $100,000, Nunzio Valerie, who was issued 20,000,000 restricted shares of the Issuer’s common stock at an issue price of $0.005 per share for an aggregate value of $100,000, and Carla Pepe, who was paid $24,000. The aggregate annual compensation of the directors as a group, which includes two (2) directors was $124,000 for the last completed fiscal year.

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Security Ownership of Management and Certain Security Holders

The following table sets forth information as of September 30, 2015, regarding the beneficial ownership of shares of our Common Stock by our directors, and executive officers, individually, and as a group and by each person known to us to own 10% or more voting and investment power with respect to our outstanding shares. Except as otherwise noted in the footnotes, below, each person below has sole voting and investment power with respect to such securities.

(1) Title of Class	(2) Name and address of owner	(3) Amount owned before the offering	(4) Amount owned after the offering	(5) Percent of class
Common Stock	Evan Karras Suite 200, 265 Rimrock Road North York, Ontario, Canada, M3J 3C6	20,000,000 Rule 144 shares	20,000,000 rule 144 shares	under 10%
Common Stock	Carla Pepe Suite 200, 265 Rimrock Road North York, Ontario, Canada, M3J 3C6	20,000,000 Rule 144 shares	20,000,000 rule 144 shares	under 10%
Common Stock	Nunzio Valerie Suite 200, 265 Rimrock Road North York, Ontario, Canada, M3J 3C6	20,000,000 Rule 144 shares	20,000,000 rule 144 shares	under 10%

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

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CAPITALIZATION

The following table reflects the capitalization of the Company as of June 30, 2015. The historical data in the table is derived from and should be read in conjunction with our financial statements, included in this Offering Circular and in conjunction with the “Use of Proceeds” section.

	As of 06/30/15			As Adjusted 50% of Shares Offered (833,333,333 Shares)			As Adjusted 100% of Shares Offered (1,666,666,666 Shares)
Debt:
Short- Term Debt	$	128,956		$	128,956		$	128,956
Long-Term Debt	$	15,400		$	15,400		$	15,400
Total Debt:	$	144,356		$	144,356		$	144,356
Stockholder’s Equity (deficit):
Preferred stock:	$	0		$	0		$	0
Common stock $.0001 Par Value:	$	81,673		$	144,506		$	227,840
Additional Paid in Capital	$	38,542,173		$	41,042,173		$	43,542,173
Retained Earnings (deficit)	$	(37,588,033	)	$	(37,588,033	)	$	(37,588,033	)
Earnings – Current Year	$	0		$	0		$	0
Total Stockholder’s Equity	$	1,035,813		$	3,598,646		$	6,181,980
Total Capitalization	$	1,181,698		$	3,743,002		$	6,326,336

MARKET FOR AND DIVIDENDS ON OUR COMMON STOCK AND RELATED

STOCKHOLDER MATTERS

Market Information

The principal market for shares of the Company’s Common Stock is the OTC Markets Group. OTC Markets Group is not an exchange or an automated quotation system operated by a registered securities system.

As of February 1, 2016, an aggregate of 932,728,571 shares of our common stock were issued and outstanding. As of February 1, 2016, there are 198 shareholders of record based on information provided by our transfer agent.

Penny Stock Considerations

Our shares are “penny stocks”, which term is generally defined under the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Our shares are thus subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock, such as shares of our Common Stock.

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $5,000,000, or annual income exceeding $100,000 individually or $400,340 together with his or her spouse, is considered an accredited investor. In addition, under the penny stock regulations the broker-dealer is required to:

• Deliver, prior to any transaction involving a penny stock, a disclosure schedule in the form prescribed by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

• Disclose the commissions payable to the broker-dealer and its registered representatives and the current bid and offer quotations for the securities;

• Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value and information regarding the limited market in penny stocks; and

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• Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account.

Because of these regulations, broker-dealers may encounter difficulties in their attempts to sell shares of our common stock, which may affect the ability of stockholders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements may impede the sale of shares of our Common Stock. In addition, these rules mean that the liquidity of our shares may be adversely affected, with a corresponding decrease in the available price of our shares.

Dividends

We have never paid a dividend and have no present intention of doing so. To the extent we have any income, we intend to reinvest it in the business. The decision to pay a dividend on the Common Stock and if so, when and in what amount will be made by the Board of Directors.

DESCRIPTION OF CAPITAL STOCK

This description is a summary only and is subject to the complete text of our certificate of incorporation and bylaws, forms of which we have filed as exhibits to this Offering Circular.

Our authorized capital stock will consist of 1,666,666,666 shares of common stock, par value $0.0001 per share.

Each share of Common Stock entitles the holder to one vote on all matters on which holders are permitted to vote, including the election of directors. They do not have cumulative voting rights. Accordingly, holders of a majority of shares entitled to vote in an election of directors are able to elect all of the directors standing for election.

Common Stock will share equally on a per share basis any dividends when, as and if declared by the Board of Directors out of funds legally available for that purpose. If we are liquidated, dissolved or wound up, the holders of our Common Stock will be entitled to a ratable share of any distribution to stockholders. Our Common Stock carries no preemptive or other subscription rights to purchase shares of our stock and are not convertible, redeemable or assessable.

CERTIFICATE OF INCORPORATION AND BYLAWS

Election and Removal of Directors

Our Board of Directors currently consists of 2 directors. The exact number of directors is fixed by the Board, and there will be two directors until the directors or stockholders, by majority vote, increase the number of directors. The directors may be removed for cause by the stockholders, at a special meeting called for that purposes, by an affirmative vote of shares representing a majority of the shares then entitled to vote at an election of directors. Any vacancy occurring on the board of directors and any newly created directorship may be filled by majority vote of the stockholders or directors in office.

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Stockholder Meetings

Our bylaws provide that special meetings of our stockholders may be called only by a majority of the directors, or such persons authorized by the Board of Directors.

Stockholder Action by Written Consent

Our bylaws provide that holders of our common stock are able to act by written consent without a meeting, as provided in the General Corporation Law of the State of Wyoming.

Amendment of Certificate of Incorporation

The affirmative vote of at least a majority of the voting power of our outstanding shares of stock will be required to amend our certificate of incorporation.

Amendment of Bylaws

Our bylaws may generally be altered, amended or repealed, and new bylaws adopted with:

• The affirmative vote of a majority of directors present at any regular or special meeting of the Board of Directors called for that purpose; or

• The affirmative vote of a majority of the voting power of our outstanding shares o voting stock.

Limitation of Liability of Directors and Officers

Our bylaws provide that no director will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as director, except as required by applicable laws, as in effect from time to time. Currently, Wyoming law requires that liability be imposed for the following:

• Any breach of the director’s duty of loyalty to our company or our stockholders;

• Any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;

• Unlawful payments of dividends or unlawful stock repurchases or redemptions; and

• Any transaction from which the director derived an improper personal benefit.

As a result, neither we nor our stockholders have the right, through stockholders’ derivative suits on our behalf, to recover monetary damages against a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior, except in the situations described above.

Our certificate of incorporation and bylaws provide that, to the fullest extent permitted by law, we may, if so authorized on a case by case basis by majority vote of the board of directors, indemnify any officer or director of our company against all damages, claims and liabilities arising out of the fact that the person is or was our director or officer, or served any other enterprise at our request as a director, officer, employee, agent or fiduciary. We will reimburse the expenses, including attorneys’ fees, incurred by a person indemnified by this provision when we received an undertaking to repay such amounts if it is ultimately determined that the person is entitled to be indemnified by us. Amending this provision will not reduce our indemnification obligations relating to actions taken before an amendment.

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FINANCIAL STATEMENTS

The following are the financial statements of the issuer ending September 30, 2015.

The Company’s financial statements are prepared using accounting principles generally accepted in the United States applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. This condition raises substantial doubt as to the entity’s ability to continue operations. In the interim, shareholders of the Company have committed to meeting its minimal operating expenses.

Results of Operations

Liquidity and Capital Resources:

The Company has increased its shareholders’ deficit as a result of its efforts to increase its business activity. Cash outflow from operations for the nine months ended September 30, 2015 was $(171,094) compared to an outflow of cash of $(251,826) in the comparative prior nine months ended September 30, 2014. In the current period the Company received $0 ($15,400 in the comparative prior period) in loans and received $0 for the issuance of common shares ( 2014: received $697,000) leaving cash on hand at September 30, 2015 of $71,675 compared to cash on hand of $697,884 at December 31, 2014. The Company is dependent upon equity and loan financings to compensate for the continued outflow of cash anticipated from operations. The Company’s continued operations are dependent upon obtaining revenues from outside sources or raising additional funds through debt or equity financing.

Profit & Loss:

Comparison of the nine months ended September 30, 2015 with the nine months ended September 30, 2014.

The net loss for the nine months ended September 30, 2015 was $549,094 compared to a net loss of $312,427 for the nine months ended September 30, 2014. The losses for the periods relate to expenses incurred in administering the affairs of the Company, in the reorganization, financing and development of the Company’s business and product. Since its reorganization the Company has generated nil revenues from sales.

Cash Flow:

The Company had positive working capital at September 30, 2015 of $219,499 with current assets of $348,455 in excess of current liabilities of $128,956. At December 31, 2014 the Company had working capital of $633,208.

Summary of Accounting Policies

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all debt instruments held with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

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Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles require 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Fair Value of Financial Instruments

The fair value of the Company’s cash and cash equivalents, receivables, accounts payable and accrued liabilities approximate the carrying value based on their effective interest rates compared to current market prices.

Concentration of Credit Risk

The Company has no significant off-balance-sheet concentrations of risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.

Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with Statement of Financial Accounting Standards No. 128 – “Earnings Per Share” (“SFAS 128”). Under the provisions of SFAS No. 128 basic loss per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed using the weighted average number of common and potentially dilutive shares of common stock outstanding during the period. For the Company basic and diluted loss per share is the same as any exercise of options or warrants would be anti-dilutive. The Company currently has no stock dilutives.

Income Taxes

The Company accounts for income taxes under the provisions of SFAS No. 109 ‘Accounting for Income Taxes’. SFAS No. 109 requires recognition of deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting tax bases of assets and liabilities.

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For the quarter ended March 31, 2016

Balance Sheet

Unaudited	March 31,			December 31,
	2016			2015
ASSETS
Current Assets
Cash and cash equivalents	$	5,812		$	17,607
Account receivable		—			—
Inventory		45,000			45,000
Prepaid expense		250,000			250,000
Total Current Assets	$	300,812		$	312,607
Other Assets
Paid To and Due From Medicated Market International	$	140,095		$	140,095
Paid To and due from AMFIL Technologies		50,000			50,000
Paid To and due from MDRM		50,000			50,000
Paid To and Due From BMV Medica / Common Sense Inc. / Ackerman Pharma		310,997			310,997
Paid To and Due From Seas Industries Inc. / Nutrashop Global Stores		24,024			24,024
Ixora and Viorra Bio Medical (Share Issuances)		549,745			549,745
Total Assets	$	1,425,673		$	1,437,468
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses	$	17,161		$	28,956
Consultants fees payable		115,000			115,000
Total Current Liabilities	$	132,161		$	143,956
Other Liabilities
Promissory note(s)	$	15,400		$	15,400
Due to stockholders		—			—
Total Liabilities	$	147,561		$	159,356
Contingencies, note 3
Stockholders’ Equity (Deficit)
Preferred Stock
Authorized: 20,000,000 preferred shares par value $0.0001 each
Issued: nil preferred shares
Common Stock
Authorized: 1,000,000,000 common shares par value $0.0001 each
Issued: 932,728,571 common shares 611,728,571 December 31, 2014	$	93,273		$	93,273
Additional paid-in capital	$	39,120,573		$	39,120,573
Accumulated deficit	$	(37,935,734	)	$	(37,935,734	)
Total Stockholders’ Equity (Deficit)	$	1,278,112		$	1,278,112
Total Liabilities and Stockholders’ Equity	$	1,425,673		$	1,437,468

The accompanying notes are an integral part of these financial statements.

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STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

for the period December 31, 2005 through March 31, 2016

UNAUDITED	Number of Shares		Common Stock		Additional Paid-in- Capital		Accumulated Deficit			Total Shareholders Equity (Deficit)
Balance - December 31, 2005		37,348	$	4	$	35,025,329		(35,361,875	)	$	(336,542	)
Common shares issued:
- Compensation for services rendered		1,073				123,664		—			(123,664	)
Net loss December 31, 2006								(226,438	)		(226,438	)
Balance – December 31, 2006		38,421	$	4	$	35,148,993		(35,588,313	)	$	(439,316	)
Net loss December 31, 2007						—		(150,106	)		(150,106	)
Balance – December 31, 2007		38,421	$	4	$	35,148,993		(35,738,419	)	$	(589,422	)
Common shares issued:
to settle promissory note		14,258,220		1,426		12,832		—			14,258
Capital contribution – accounts payable beyond statute of limitations						886,958		—			886,958
Net loss December 31, 2008								(621,643	)		(621,643	)
Balance – December 31, 2008		14,296,641		1,430	$	36,048,783		(36,360,062	)	$	(309,849	)
Common shares issued:
to acquire Viorra assets		36,000,000		3,600							3,600
to acquire Ixora assets		8,000,000		800		545,345					546,145
to settle promissory notes		28,516,356		2,851		47,149					50,000
Net loss December 31, 2009								(15,665	)		(15,665	)
Balance – December 31, 2009		86,812,997		8,681	$	36,641,277		(36,375,727	)	$	274,231
Net loss December 31, 2010								(56,774	)		(56,774	)
Balance – December 31, 2010		86,812,997		8,861	$	36,641,277		(36,432,501	)	$	217,457
Issued for consulting fees		1,000,000		100		24,900					25,000
Net loss December 31, 2011								(112,630	)		(112,630	)
Balance – December 31, 2011		87,812,997		8,781	$	36,666,177		(36,545,131	)	$	129,827
Issued for consulting fees		40,000,000		4,000		196,000					200,000
Net loss December 31, 2012								(183,281	)		(183,281	)
Balance – December 31, 2012		127,812,997		12,781	$	36,862,177		(36,728,412	)	$	146,546
Issued for cash		231,900,000		23,190		322,049					345,239
Unrealized foreign exchange gain						8,949					8,949
Net loss December 31, 2013								(346,533	)		(346,533	)
Balance – December 31, 2013		359,712,997		35,971	$	37,193,175		(37,074,945	)	$	154,201
Issued for cash		140,287,003		14,029		682,971					697,000
Issued for debt		35,000,000		3,500		244,900					248,400
Issued for management fees payable		40,000,000		4,000		280,000					284,000
Issued for account payable		5,300,000		530		34,270					34,800
Issued for long term debt		31,428,571		3,143		106,857					110,000
Error correction		—		—		—		(100,000	)		(100,000	)
Net loss December 31, 2014		—		—		—		(360,848	)		(360,848	)
Balance – December 31, 2014		611,728,571		61,173	$	38,542,173		(37,335,793	)	$	1,267,553
Issued for 40% interest in Medicated Markets		200,000,000		20,000		—		—			20,000
Issued for distribution agreement		5,000,000		500		—		—			500
Issued for director fees		60,000,000		6,000		294,000		—			300,000
Issued for consulting fees		6,000,000		600		39,400		—			40,000
Issued as BMV prepaid expense		50,000,000		5,000		245,000		—			250,000
Net loss December 31,2015		—		—		—		(599,941	)		(599,941	)
Balance – March 31, 2016		932,728,571		93,273	$	39,120,573		(37,935,734	)	$	1,278,112

The accompanying notes are an integral part of these financial statements.

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STATEMENTS OF OPERATIONS

For the three months ended March 31	2016			2015
UNAUDITED
Sales	$	—		$	—
Cost of sales		—			—
Gross margin		—			—
Expenses - Cash / Share Issuances
Administration	$	4,563		$	4,173
Consulting fees		—			12,500
Management fees		—			—
Directors fees		—			—
Travel and entertainment		2,323			5,438
Transfer agent fees		—			1,305
Product development		—			93,392
Professional fees		—			—
Advertising and promotion		—			4,596
Total Expenses	$	6,886		$	121,404
Loss Before Other Income (Expenses)	$	(6,886	)	$	(121,404	)
Other Income (Expenses)
Foreign exchange	$	(1,042	)	$	40,313
Total Other Income (Expenses)	$	(1,042	)	$	40,313
Net Loss Before Taxes
Income taxes	$	(7,928	)	$	(81,091	)
Net Loss	$	(7,928	)	$	(81,091	)
Loss per Common Share - Basic and Diluted	$	—		$	—
Weighted Average Number of Common Shares Outstanding:
Basic and Diluted	$	928,489,440		$	714,228,571

The accompanying notes are an integral part of these financial statements.

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(Unaudited)

STATEMENTS OF CASH FLOWS

For the three months ended March 31	2016			2015
UNAUDITED
Cash Flows from Operating Activities
Net Loss	$	(7,928	)	$	(81,091	)
Non cash expense –management fee
Non cash expense –loss on disposal of patents and trademarks					—
unearned foreign exchange
non cash debt settlements and fees
Changes in Assets and Liabilities:
Prepaid expense					12,500
Distribution expense/product development					500
Other current assets
Accounts payable and accrued expenses		11,795			—
Consultant fees payable
Net Cash Flows from Operating Activities	$	3,867		$	(68,091	)
Cash Flows from Investing Activities
Advances for other assets
Advances to Nutrashop Global For Distribution				$	(24,024	)
Advances to Medicated Markets International				$	(120,094	)
Net Cash Flows from Investing Activities	$	—		$	(144,118	)
Cash Flows from Financing Activities
Common stock issued for cash	$	—		$	—
Promissory note payable		—			—
Increase in loans from shareholders		—			—
Net Cash Flows from Financing Activities				$	—
Effect of foreign exchange on cash	$	—		$	—
Net Change in Cash and Cash Equivalents	$	3,867		$	(212,209	)
Cash and Cash Equivalents - Beginning of Year	$	21,474		$	697,884
Cash and Cash Equivalents - End of Year	$	17,607		$	485,675
NON-CASH INVESTING AND FINANCING ACTIVITIES
Stock issued to settle promissory notes payable	$	—		$	—
SUPPLEMENTAL DISCLOSURE
Interest Paid	$	—		$	—
Income Taxes Paid		—			—
Common shares issued for assets		—			—

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SUMMARY OF ACCOUNTING POLICIES

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all debt instruments held with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles require 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Fair Value of Financial Instruments

The fair value of the Company’s cash and cash equivalents, receivables, accounts payable and accrued liabilities approximate the carrying value based on their effective interest rates compared to current market price

Concentration of Credit Risk

The Company has no significant off-balance-sheet concentrations of risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.

Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with Statement of Financial Accounting Standards No. 128 – “Earnings Per Share” (“SFAS 128”). Under the provisions of SFAS No. 128 basic loss per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed using the weighted average number of common and potentially dilutive shares of common stock outstanding during the period. For the Company basic and diluted loss per share is the same as any exercise of options or warrants would be anti-dilutive. The Company currently has no stock dilutives. Earnings per share for the three months ended March 31, 2016 and 2015 have been calculated as follows:

		2016			2015
Numerator:	Net Loss	$	(7,928	)	$	(81,091	)
Denominator :	Weighted average number of shares issued		928,489,440			714,228,571
Earnings (loss) per share		$	(0.00	)	$	(0.00	)

Income Taxes

The Company accounts for income taxes under the provisions of SFAS No. 109 ‘Accounting for Income Taxes’. SFAS No. 109 requires recognition of deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting tax bases of assets and liabilities.

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CONSULTANTS FEES PAYABLE

Management and Consultants are owed $115,000 as of March 31, 2016 as per convertible promissory notes: The balance owing is unsecured, non interest bearing and without fixed terms of repayments and can be converted to common shares.

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DUE TO RELATED PARTIES AND OTHER LOANS PAYABLE

Amounts due to related parties and other loans payable are unsecured, bear no interest and are payable on demand.

For the Two Years ended December 31, 2015 and December 31, 2014

BALANCE SHEET

UNAUDITED	December 31			December 31
	2015			2014
ASSETS
Current Assets
Cash and cash equivalents	$	17,607		$	697,884
Account receivable		—			9,324
Inventory		45,000			4,956
Prepaid expense		250,000			50,000
Total Current Assets		312,607			762,164
Other Assets
Paid To and Due From Medicated Market International		140,095			—
Paid To and due from AMFIL Technologies		50,000			50,000
Paid To and due from MDRM		50,000			50,000
Paid To and Due From BMV Medica / Common Sense Inc. / Ackerman Pharma		310,997			—
Paid To and Due From Seas Industries Inc. / Nutrashop Global Stores		24,024			—
Ixora and Viorra Bio Medical (Share Issuances)		549,745			549,745
Total Assets	$	1,437,468		$	1,411,909
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses	$	28,956		$	28,956
Consultants fees payable		115,000			100,000
Total Current Liabilities		143,956			128,956
Other Liabilities
Promissory note(s)		15,400			15,400
Due to stockholders		—			—
Total Liabilities		159,356			144,356
Contingencies, note 3
Stockholders’ Equity (Deficit)
Preferred Stock
Authorized: 20,000,000 preferred shares par value $0.0001 each
Issued: nil preferred shares		—			—
Common Stock
Authorized: 1,000,000,000 common shares par value $0.0001 each
Issued: 932,728,571 common shares 611,728,571 December 31, 2014)		93,273			61,173
Additional paid-in capital		39,120,573			38,542,173
Accumulated deficit		(37,935,734	)		(37,335,793	)
Total Stockholders’ Equity (Deficit)		1,278,112			1,267,553
Total Liabilities and Stockholders’ Equity	$	1,437,468		$	1,411,909

The accompanying notes are an integral part of these unaudited financial statements.

These unaudited financial statements have been prepared by management

51

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

for the period December 31, 2004 through December 31, 2015

UNAUDITED	Number of Shares		Common Stock		Additional Paid-In Capital		Accumulated Deficit			Total Stockholders’ Equity (Deficit)
Balance - December 31, 2004		21,960	$	3	$	33,240,644	$	(33,110,325	)	$	130,322
Capital contribution - interest expense		—		—		8,315		—			8,315
Stock options granted:
- Compensation for services rendered		—		—		5,433		—			5,433
Common shares issued:
- Compensation for services rendered		11,621		1		1,454,035		—			1,454,036
Sale of shares under stock subscription agreements		3,767		—		316,902		—			316,902
Net loss December 31, 2005		—		—		—		(2,251,550	)		(2,251,550	)
Balance - December 31, 2005		37,348	$	4	$	35,025,329	$	(35,361,875	)	$	(336,542	)
Common shares issued:
-Compensation for services rendered		1,073		—		123,664					123,664
Net loss December 31, 2006		—		—		—		(226,438	)		(226,438	)
Balance – December 31, 2006		38,421	$	4	$	35,148,993	$	(35,588,313	)	$	(439,316	)
Net loss December 31, 2007		—		—		—		(150,106	)		(150,106	)
Balance – December 31, 2007		38,421	$	4	$	35,148,993	$	(35,738,419	)	$	(589,422	)
Common shares issued:
-to settle promissory note		14,258,220		1,426		12,832		—			14,258
Capital contribution – accounts payable beyond statute of limitations		—		—		886,958		—			886,958
Net loss December 31, 2008		—		—		—		(621,643	)		(621,643	)
Balance – December 31, 2008		14,296,641	$	1,430	$	36,048,783	$	(36,360,062	)	$	(309,849	)
Common shares issued:
-to acquire Viorra assets		36,000,000		3,600		—		—			3,600
-to acquire Ixora assets		8,000,000		800		545,345		—			546,145
-to settle promissory notes		28,516,356		2,851		47,149					50,000
Net loss December 31, 2009		—		—		—		(15,665	)		(15,665	)
Balance – December 31, 2009		86,812,997	$	8,681	$	36,641,277	$	(36,375,727	)	$	274,231
Net loss December 31, 2010		—		—		—		(56,774	)		(56,774	)
Balance – December 31, 2010		86,812,997	$	8,681	$	36,641,277	$	(36,432,501	)	$	217,457
Issued for consulting fees		1,000,000		100		24,900		—			25,000
Net loss December 31, 2011		—		—		—		(112,630	)		(112,630	)
Balance – December 31, 2011		87,812,997	$	8,781	$	36,666,177	$	(36,545,131	)	$	129,827
Issued for consulting fees		40,000,000		4,000		196,000		—			200,000
Net loss December 31, 2012		—		—		—		(183,281	)		(183,281	)
Balance – December 31, 2012		127,812,997	$	12,781	$	36,862,177	$	(36,728,412	)	$	146,546
Issued for cash		231,900,000		23,190		322,049		—			345,239
Unrealized foreign exchange gain		—		—		8,949		—			8,949
Net loss December 31, 2013		—		—		—		(346,533	)		(346,533	)
Balance – December 31, 2013		359,712,997	$	35,971	$	37,193,175	$	(37,074,945	)	$	154,201
Issued for cash		140,287,003		14,029		682,971		—			697,000
Issued for debt		35,000,000		3,500		244,900		—			248,400
Issued for management fees payable		40,000,000		4,000		280,000		—			284,000
Issued for account payable		5,300,000		530		34,270					34,800
Issued for long term debt		31,428,571		3,143		106,857		—			110,000
Error correction		—		—		—		100,000			100,000
Net loss December 31, 2014		—		—		—		(360,848	)		(360,848	)
Balance – December 31, 2014		611,728,571	$	61,173	$	38,542,173	$	(37,335,793	)	$	1,267,553
Issued for 40% interest in Medicated Markets		200,000,000		20,000		—		—			20,000
Issued for distribution agreement		5,000,000		500		—		—			500
Issued for director fees		60,000,000		6,000		294,000		—			300,000
Issued for consulting fees		6,000,000		600		39,400		—			40,000
Issued as BMV prepaid expense		50,000,000		5,000		245,000		—			250,000
Net loss December 31,2015		—		—		—		(599,941	)		(599,941	)
Balance – December 31, 2015		932,728,571	$	93,273	$	39,120,573	$	(37,935,734	)	$	1,278,112

The accompanying notes are an integral part of these unaudited financial statements.

These financial statements have been prepared by management without audit

52

EASTON PHARMACEUTICALS INC.

(formerly LAM Industries, L.A.M. Pharmaceutical, Corp.)

STATEMENTS OF OPERATIONS

For the years ended December 31	2015			2014			2013
UNAUDITED
Sales	$	—		$	67,428		$	—
Cost of sales		—			43,636			—
Gross margin		—			23,792			—
Expenses - Cash / Share Issuances
Administration		6,000			26,129			10,149
Consulting fees		83,750			125,000			117,250
Management fees		72,292			121,744			64,885
Directors fees		300,000			—			19,015
Travel and entertainment		15,223			21,026			12,952
Transfer agent fees		2,880			1,077			—
Product development		133,669			139,235			92,914
Professional fees		1,500			6,000			16,526
Marketing		13,339			21,780			—
General and administrative		9,933			16,917			8,065
Total Expenses		638,586			478,908			341,756
Loss Before Other Income (Expenses)		(638,586	)		(455,116	)		(341,756	)
Other Income (Expenses)
Foreign exchange		38,645			94,268			(4,777	)
Total Other Income (Expenses)		38,645			94,268			(4,777	)
Net Loss Before Taxes		(599,941	)		(360,848	)		(346,534	)
Income taxes		—			—			—
Net Loss	$	(599,941	)	$	(360,848	)	$	(346,533	)
Loss per Common Share - Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Number of Common Shares Outstanding:
Basic and Diluted		928,489,440			535,498,000			243,762,997

The accompanying notes are an integral part of these unaudited financial statements.

These financial statements have been prepared by management without audit

53

STATEMENTS OF CASH FLOWS

For the years ended December 31	2015			2014
UNAUDITED
Cash Flows from Operating Activities
Net Loss	$	(599,941	)	$	(360,848	)
Non cash expense – management fee		300,000			50,000
-unearned foreign exchange		(2,394	)		(94,268	)
-non cash debt settlements and fees		40,500			677,200
Changes in Assets and Liabilities:
Prepaid expense		50,000			—
Other current assets		(30,720	)		(14,280	)
Accounts payable and accrued expenses		—			(145,471	)
Consultant fees payable		15,000			(310,000	)
Net Cash Flows from Operating Activities		(227,555	)		(197,667	)
Cash Flows from Investing Activities
Advances for other assets		(455,115	)		—
Net Cash Flows from Investing Activities		(455,115	)		—
Cash Flows from Financing Activities
Common stock issued for cash		—			697,000
Promissory note payable		—			15,400
Increase in loans from shareholders		—			(98,628	)
Net Cash Flows from Financing Activities		—			613,772
Effect of foreign exchange on cash		2,393			94,268
Net Change in Cash and Cash Equivalents		680,277			510,373
Cash and Cash Equivalents - Beginning of Year		697,884			187,511
Cash and Cash Equivalents - End of Year	$	17,607		$	697,884
NON-CASH INVESTING AND FINANCING ACTIVITIES
Stock issued to settle promissory notes payable	$	0		$	0
SUPPLEMENTAL DISCLOSURE
Interest Paid	$	0		$	0
Income Taxes Paid	$	0		$	0
Common shares issued for assets	$	0		$	0

The accompanying notes are an integral part of these unaudited financial statements.

These financial statements have been prepared by management without audit

54

SUMMARY OF ACCOUNTING POLICIES

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all debt instruments held with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles require 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Fair Value of Financial Instruments

The fair value of the Company’s cash and cash equivalents, receivables, accounts payable and accrued liabilities approximate the carrying value based on their effective interest rates compared to current market prices.

Concentration of Credit Risk

The Company has no significant off-balance-sheet concentrations of risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.

Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with Statement of Financial Accounting Standards No. 128 – “Earnings Per Share” (“SFAS 128”). Under the provisions of SFAS No. 128 basic loss per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed using the weighted average number of common and potentially dilutive shares of common stock outstanding during the period. For the Company basic and diluted loss per share is the same as any exercise of options or warrants would be anti-dilutive. The Company currently has no stock dilutives.

Income Taxes

The Company accounts for income taxes under the provisions of SFAS No. 109 ‘Accounting for Income Taxes’. SFAS No. 109 requires recognition of deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting tax bases of assets and liabilities.

55

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Toronto, on May 17, 2016 (date).

(Exact name of issuer as specified in its charter) Easton Pharmaceuticals, Inc.

By (Signature and Title) /s/ Evan Karras, Chief Executive Officer

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

(Signature) /s/ Evan Karras

(Title) Chief Executive Officer

(Date) 3/18/2016

(Signature) /s/ Nunzio Valerie Jr.

(Title) Chief Financial Officer

(Date) 3/18/2016

(Signature) /s/ Evan Karras

(Title) Director

(Date) 3/18/2016

(Signature) /s/ Carla Pepe

(Title) Director

(Date) 3/18/2016

Instructions to Signatures:

1. The offering statement must be signed by the issuer, its principal executive officer, principal financial officer, principal accounting officer, and a majority of the members of its board of directors or other governing body. If a signature is by a person on behalf of any other person, evidence of authority to sign must be filed with the offering statement, except where an executive officer signs on behalf of the issuer.

2. The offering statement must be signed using a typed signature. Each signatory to the filing must also manually sign a signature page or other document authenticating, acknowledging or otherwise adopting his or her signature that appears in the filing. Such document must be executed before or at the time the filing is made and must be retained by the issuer for a period of five years. Upon request, the issuer must furnish to the Commission or its staff a copy of any or all documents retained pursuant to this section.

3. The name and title of each person signing the offering statement must be typed or printed beneath the signature.

56

PART III – EXHIBITS

Exhibit 1 – Certificate of Incorporation and by-laws

Exhibit 2 – Subscription agreement

Exhibit 3 – Material contracts – Employment Agreements

Exhibit 4 – Opinion re/ legality

EX1A-2B BYLAWS

PART III – EXHIBIT 1

CERTIFICATE OF INCORPORATION AND BY-LAWS

Wyoming
State Capitol Building, Room 110
200 West 24th Street
Cheyenne, WY 82002-0020
Ph. 307.777.7311
Fax 307.777.5339
Email: Business@wyo.gov
Max Maxfield, WY Secretary of State
FILED: 05/07/2014 09:19 AM
Original ID: 2012-000626615
Amendment ID: 2014-001613585
Profit Corporation
Articles of Amendment
1. Corporation name:
EASTON PHARMACEUTICALS INC
2. Article(s) is amended as follows:
INCREASE THE SHARES AUTHORIZED FROM 500,000,000 SHARES TO 1,000,000,000 SHARES
3. If the amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself which may be made upon facts objectively ascertainable outside the articles of amendment.
4. The amendment was adopted on 04/14/2014
(Date - mm/dd/yyyy)
5. If the amendment was adopted by the incorporators or board of directors without shareholder approval, a statement that the amendment was duly approved by the incorporators or by the board of directors as the case may be and that shareholder approval was not required.
OR
AM 1 2 3 4 5 6 7 8 9 10 11 12 AM PM 1 2 3 4 5 6 7 8 9 10 1
Received
MAY -5 2014
Secretary of State
Wyoming
P-Amendment - Revised 11/2012

Wyoming
Wyoming Secretary of State
State Capitol Building, Room 110
200 West 24th Street
Cheyenne, WY 82002-0020
Ph. 307.777.7311
Fax 307.777.5339
Email: Business@wyo.gov
For Office Use Only
If approval was required by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by this act and by the articles of incorporation.
NOT REQUIRED
Signature: Date: 04/23/2014
(mm/dd/yyyy)
Print Name: CARLA PEPE
Title: CEO
Contact Person: CARLA PEPE
Daytime Phone Number: (416) 619-0291 Email: INFO@EASTONPHARMACEUTICALSINC.COM
Checklist
Filing Fee: $50.00 Make check or money order payable to Wyoming Secretary of State.
The Articles of Amendment may be executed by the Chairman of the Board, President or another of its officers.
Please submit one originally signed document and one exact photocopy of the filing.
P-Amendment - Revised 11/2012

STATE OF WYOMING
Office of the Secretary of State
I, MAX MAXFIELD, Secretary of State of the State of Wyoming, do hereby certify that
EASTON PHARMACEUTICALS INC.
an entity originally organized under the laws of Delaware on July 24, 1998, did on July 30, 2012 apply for a Certificate of Registration and filed Articles of Continuance in the office of the Secretary of State of State of Wyoming.
I further certify that EASTON PHARMACEUTICALS INC. renounced its jurisdiction of formation and is now formed under the laws of the State of Wyoming in accordance with Wyoming statutes.
I have affixed hereto the Great Seal of the State of Wyoming and duly executed this official certificate at Cheyenne, Wyoming on this 30th day of July, 2012.
GREAT SEAL OF THE STATE OF WYOMING
Filed Date: 07/30/2012
Secretary of State
By: Beth All

Wyoming
Wyoming Secretary of State
State Capitol Building, Room 110
200 West 24th Street
Cheyenne, WY 82002-0020
Ph. 307.777.7311
Fax 307.777.5339
Email: business@state.wy.us
Max Maxfield, WY Secretary of State
FILED: 07/30/2012 08:48 AM
ID: 2012-000626615
Profit Corporation Articles of Continuance
Pursuant to W.S. 17-16-1810 of the Wyoming Business Corporation Act, the undersigned hereby submits the following Articles of Continuance:
1. Corporation name:
EASTON PHARMACEUTICALS INC.
2. Incorporated under the laws of:
DELEWARE (State or country of organization)
3. Date of incorporation: 07/24/1998
(Date – mm/dd/yyyy)
4. Period of duration: PERPETUAL
(This is referring to the length of time the corporation intends to exist and not the length of time it has been in existence. The most common term used is “perpetual.” You may refer to your Articles of Incorporation or contact the Corporations Division in your state of incorporation for your period of duration.)
5. Mailing address of the corporation:
425 UNIVERSITY AVENUE, SUITE 500, TORONTO, ONTARIO, M5G1T6
6. Principal office address:
425 UNIVERSITY AVENUE, SUITE 500, TORONTO, ONTARIO, M5G1T6
7. Name and physical address of its registered agent:
(The registered agent may be an individual resident in Wyoming, a domestic or foreign entity authorized to transact business in Wyoming, having a business office identical with such registered office. The registered agent must have a physical address in Wyoming. A Post Office Box or Drop Box is not acceptable. If the registered office includes a suite number, it must be included in the registered office address.)
007 AGENTS INC.
1876 HORSE CREEK RD.
CHEYENNE, WY.
82009
8. Purpose of the corporation which it proposes to pursue in the transaction of business in this state.
PHARMACEUTICAL DRUG AND DEVELOPMENT
FP-Articles Continuance - Revised 3/ 11
PM 1 2 3 4 5 6 7 8 9 10 11 12 PM AM 1 2 3 4 5 6 7 8 9 10 11 12 AM
Received JUL 26 2012 Secretary of State Wyoming
PM 1 2 3 4 5 6 7 8 9 10 11 12 PM AM 1 2 3 4 5 6 7 8 9 10 11 12 AM
Received MAY 15 2012 Secretary of State Wyoming

9. Names and respective addresses of its officers and directors:
Office Name Address
President WALTER FOLINSKI 425 UNIVERSITY AV., SUITE 500, TORONTO, ONT. M5G1T6
Vice President JOHN EASTON 425 UNIVERSITY AV., SUITE 500, TORONTO, ONT. M5G1T6
Secretary LEE HENDELSON 2 LOMBARD ST. WEST PALM BEACH, FLORIDA
Treasurer WALTER FOLINSKI
Director WALTER FOLINSKI
Director JOHN EASTON
Director LEE HENDELSON
10. Aggregate number of shares or other ownership units which it has the authority to issue, itemized by classes, par value of shares, shares without par value and series, if any, within a class:
Number of Shares Class Series Par Value per Share
250,000,000 COMMON $0.001
11. Aggregate number of issued shares or other ownership units itemized by classes, par value of shares, shares without par value and series, if any, within a class:
Number of Shares Class Series Par Value per Share
87,812,997 COMMON $0.001
12. The corporation accepts the constitution of the state of Wyoming in compliance with the requirement of Article 10, Section 5 of the Wyoming Constitution.
Signature: Date: 05/03/2012 (mm/dd/yyyy)
Print Name: WALTER FOLINSKI
Title: PRESIDENT
Contact Person: WALTER FOLINSKI
Daytime Phone Number: 1(416)619-0291, 1(800)880-0531
Email: WFOLINSKI@LAMINDUSTRIES.COM
State of Ontario
County of Canada
Subscribed and sworn to before me this 3rd day of May, 2012.
By Allen C. Gerstl
SEAL
Notary Public
My commission expires:
FP-Articles Continuance – Revised 3/11

Wyoming
Wyoming Secretary of State
State Capitol Building, Room 110
200 West 24th Street
Cheyenne, WY 82002-0020
Ph. 307.777.7311
Fax 307.777.5339
Email: business@state.wy.us
Consent to Appointment by Registered Agent
I, 007 Agents, Inc, registered office located at
(name of registered agent)
1876 Horse Creek Rd Cheyenne, WY 82009 voluntarily consent to serve
* (registered office physical address, city, state & zip)
as the registered agent for Easton Pharmaceuticals, Inc (name of business entity)
I hereby certify that I am in compliance with the requirements of W.S. 17-28-101 through W.S. 17-28-111.
Signature: Susan Scheer Date: 5/15/2012
(Shall be executed by the registered agent.) (mm/dd/yyyy)
Print Name: Susan Scheer Daytime Phone: 1.307.399.3353
Title: Vice President Email: wy_007_agents@yahoo.com
Registered Agent Mailing Address
(if different than above):
*If this is a new address, complete the following:
Previous Registered Office(s):
I hereby certify that:
• After the changes are made, the street address of my registered office and business office will be identical.
• This change affects every entity served by me and I have notified each entity of the registered office change.
• I certify that the above information is correct and I am in compliance with the requirements of W.S. 17-28-101 through W.S. 17-28- 111.
Signature: (Shall be executed by the registered agent.) Date: (mm/dd/yyyy)
Checklist
Submit one originally signed consent to appointment and one exact photocopy.
RAConsent – Revised 10/21/2009

By-Laws of L.A.M Pharmaceuticals

(A Wyoming Corporation)

ARTICLE I

OFFICES

Section 1.01 Offices. The Corporation shall have its registered office in the State of Wyoming, and may have such other offices and places of business within or without the State of Wyoming as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

STOCKHOLDERS

Section 2.01 Place of Meetings. Meetings of stockholders for any purpose may be held at such place or places, either within or without the State of Wyoming, as shall be designated by the Board of Directors, or by the President with respect to meetings called by him.

Section 2.02 Annual Meeting. The annual meeting of stockholders shall be held on such date as may be determined by the Board of Directors. At such meeting, the stockholders shall elect a Board of Directors and transact such other business as may properly come before the meeting.

Section 2.03 Special Meetings. Special meetings of stockholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or Secretary at the written request of stockholders owning a majority of the shares of the Corporation then outstanding and entitled to vote.

Section 2.04 Notice of Meetings. Written notice of the annual meeting or any special meeting of stock shall be given to each stockholder entitled to vote thereat, not less than ten nor more than sixty days prior to the meeting, except as otherwise required by statute, and shall state the time and place and, in the case of a special meeting, the purpose or purposes of the meeting. Notice need not be given, however, to any stockholder who submits a signed waiver of notice, before or after the meeting, or who attends the meeting in person or by proxy without objecting to the transaction of business.

Section 2.05 Quorum. At all meetings of stockholders, the holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business, except as otherwise provided by statute, the Certificate of Incorporation or these By-Laws. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any stockholder.

Section 2.06 Voting. (a) At all meetings of stockholders, each stockholder having the right to vote thereat may vote in person or by proxy, and, unless otherwise provided in the Certificate of Incorporation or in any resolution providing for the issuance of any class or series of stock adopted by the Board of Directors pursuant to authority vested in the Board by the Certificate of Incorporation, shall have one vote for each share of stock registered in his name. Election of directors shall be by written ballot.

(b) When a quorum is once present at any meeting of stockholders, a majority of the votes cast, whether in person or represented by proxy, shall decide any question or proposed action brought before such meeting, except for the election of directors, who shall be elected by a plurality of the votes cast, or unless the question or action is one upon which a different vote is required by express provision of statute, the Certificate of Incorporation or these By-Laws or an agreement among stockholders, in which case such provision shall govern the vote on the decision of such question or action.

Section 2.07 Adjourned Meetings. Any meeting of stockholders may be adjourned to a designated time and place by a vote of a majority in interest of the stockholders present in person or by proxy and entitled to vote, even though less than a quorum is present, or by the President if a quorum of stockholders is not present. No notice of such adjourned meeting need be given, other than by announcement at the meeting at which adjournment is taken, and any business may be transacted at the adjourned meeting which might have been transacted at the meeting as originally called. However, if such adjournment is for more than thirty days, or if after such adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at such meeting.

Section 2.08 Action by Written Consent of Stockholders. Any action of the stockholders required or permitted to be taken at any regular or special meeting thereof may be taken without any such meeting, notice of meeting or vote if a consent in writing setting forth the action thereby taken is signed by the holders of outstanding stock having not less than the number of votes that would have been necessary to authorize such action at a meeting at which all shares entitled to vote were present and voted. Prompt notice of the taking of any such action shall be given to any stockholders entitled to vote who have not so consented in writing.

Section 2.09 Stockholders of Record. (a) The stockholders from time to time entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to any corporate action without a meeting, or entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, shall be the stockholders of record as of the close of business on a date fixed by the Board of Directors as the record date for any such purpose. Such a record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and shall not, with respect to stockholder meetings, be more than sixty days nor less than ten days before the date of such meeting, or, with respect to stockholder consents, more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.

(b) If the Board of Directors does not fix a record date, (i) the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be as of the close of business on the day next preceding the day on which notice of such meeting is given, or, if notice is waived as provided herein, on the day next preceding the day on which the meeting is held; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, where no prior action by the Board of Directors is necessary, shall be the close of business on the day on which the first signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation; and (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the resolution of the Board of Directors relating thereto is adopted.

ARTICLE III

DIRECTORS

Section 3.01 Board of Directors. The management of the affairs, property and business of the Corporation shall be vested in a Board of Directors, the members of which need not be stockholders. In addition to the power and authority expressly conferred upon it by these By-Laws and the Certificate of Incorporation, the Board of Directors may take any action and do all such lawful acts and things on behalf of the Corporation and as are not by statute or by the Certificate of Incorporation or these By-Laws required to be taken or done by the stockholders.

Section 3.02 Number. The number of directors and their terms shall be as fixed from time to time and Decided by the Board of Directors.

Section 3.03 Election and Term of Directors. At each annual meeting of the stockholders, the stockholders shall elect directors to hold office until the next annual meeting. Each director shall hold office until the expiration of such term and until his successor, if any, has been elected and qualified, or until his earlier resignation or removal.

Section 3.04 Annual and Regular Meetings. The annual meeting of the Board of Directors shall be held promptly after the annual meeting of stockholders, and regular meetings of the Board of Directors may be held at such times as the Board of Directors may from time to time determine. No notice shall be required for the annual or any regular meeting of the Board of Directors.

Section 3.05 Special Meetings. Special meetings of the Board of Directors may be called by the President, by an officer of the corporation who is also a director or by any two directors, upon one day’s notice to each director either personally or by mail, telephone, telecopier or telegraph, and if by telephone, telecopier or telegraph confirmed in writing before or after the meeting, setting forth the time and place of such meeting. Notice of any special meeting need not be given, however, to any director who submits a signed waiver of notice, before or after the meeting, or who attends the meeting without objecting to the transaction of business.

Section 3.06 Place of Meetings. (a) The Board of Directors may hold its meetings, regular or special, at such places, either within or without the State of Wyoming, as it may from time to time determine or as shall be set forth in any notice of such meeting.

(b) Any meeting of the Board of Directors may be held by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation shall constitute presence at the meeting.

Section 3.07 Adjourned Meetings. A majority of the directors present, whether or not a quorum, may adjourn any meeting of the Board of Directors to another time and place. Notice of such adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken.

Section 3.08 Quorum of Directors. A majority of the total number of directors shall constitute a quorum for the transaction of business. The total number of directors means the number of directors the Corporation would have if there were no vacancies.

Section 3.09 Action of the Board of Directors. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the question or action is one upon which a different vote is required by express provision of statute, the Certificate of Incorporation or these By-Laws, in which case such provision shall govern the vote on the decision of such question or action. Each director present shall have one vote.

Section 3.10 Action by Written Consent of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors or of such committee, and such written consent is filed with the minutes of proceedings of the Board of Directors or committee.

Section 3.11 Resignation. A director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt by the Board of Directors or such officer, and acceptance of the resignation shall not be necessary.

Section 3.12 Removal of Directors. Any or all of the directors may be removed with or without cause by the majority vote of the stockholders.

Section 3.13 Newly Created Directorships and Vacancies. Newly created directorships resulting from an increase in the number of directors or vacancies occurring in the Board of Directors for any reason except the removal of directors without cause may be filled by a vote of the majority of the directors then in office, although less than a quorum. Vacancies occurring by reason of the removal of directors without cause shall be filled by a vote of the stockholders. A director elected to fill a newly created directorship or to fill any vacancy shall hold office until the next annual meeting of stockholders, and until his successor, if any, has been elected and qualified.

Section 3.14 Chairman. At all meetings of the Board of Directors the Chairman of the Board or, if one has not been elected or appointed or in his absence, a chairman chosen by the directors present at such meeting, shall preside.

Section 3.15 Committees Appointed by the Board of Directors. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors or by written consent of all of the directors, designate one or more committees, each committee to consist of one or more of the directors. The Board may also designate one or more directors as alternate members of any committee who may replace any absent or disqualified committee member at any committee meeting. Any such committee, to the extent provided in the resolution, except as restricted by law, shall have and may exercise the powers of the Board of Directors in the management of the affairs, business and property of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

Section 3.16 Compensation. No compensation shall be paid to directors, as such, for their services, but the Board of Directors may authorize payment of an annual retainer and/or fixed sum and expenses for attendance at each annual, regular or special meeting of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

OFFICERS

Section 4.01 Offices, Election and Term. (a) At its annual meeting the Board of Directors shall elect or appoint a President and a Secretary and may, in addition, elect or appoint at any time such other officers as it may determine. Any number of offices may be held by the same person.

(b) Unless otherwise specified by the Board of Directors, each officer shall be elected or appointed to hold office until the annual meeting of the Board of Directors next following his election or appointment and until his successor, if any, has been elected or appointed and qualified, or until his earlier resignation or removal.

(c) Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of the resignation shall not be necessary to make it effective.

(d) Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause. Any vacancy occurring in any office by reason of death, resignation, removal or otherwise may be filled by the Board of Directors.

Section 4.02 Powers and Duties. The officers, agents and employees of the corporation shall each have such powers and perform such duties in the management of the affairs, property and business of the Corporation, subject to the control of and limitation by the Board of Directors, as generally pertain to their respective offices, as well as such powers and duties as may be authorized from time to time by the Board of Directors.

Section 4.03 Sureties and Bonds. If the Board of Directors shall so require, any officer, agent or employee of the Corporation shall furnish to the Corporation a bond in such sum and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the corporation which may come into his hands.

ARTICLE V

CERTIFICATES AND TRANSFER OF SHARES

Section 5.01 Certificates. Unless otherwise provided pursuant to the General Corporation Law of the State of Wyoming, the shares of stock of the Corporation shall be represented by certificates, as provided by the General Corporation Law of the State of Wyoming. They shall be numbered and entered in the books of the Corporation as they are issued.

Section 5.02 Lost or Destroyed Certificates. The Board of Directors may in its discretion authorize the issuance of a new certificate or certificates in place of any certificate or certificates theretofore issued by the Corporation, alleged to have been lost, stolen or destroyed. As a condition of such issuance, the Board of Directors may require, either generally or in each case, the record holder of such certificates, or his legal representative, to furnish an affidavit setting forth the facts of such alleged loss, theft or destruction, together with proof of advertisement of the alleged loss, theft or destruction, and a bond with such surety and in such form and amount as the Board may specify indemnifying the Corporation, any transfer agent and registrar against any claim against any of them relating to such lost, stolen or destroyed certificates.

Section 5.03 Transfer of Shares. (a) Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares or other securities of the Corporation duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the corporation shall issue a new certificate to the person entitled thereto, and cancel the old certificate, except to the extent the Corporation or such transfer agent may be prevented from so doing by law, by the order or process of any court of competent jurisdiction, or under any valid restriction on transfer imposed by the Certificate of Incorporation, these By-Laws, or agreement of security holders. Every such transfer shall be entered on the transfer books of the Corporation.

(b) The Corporation shall be entitled to treat the holder of record of any share or other security of the Corporation as the holder in fact thereof and shall not be bound to recognize any equitable or other claim to or interest in such share or security on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by law.

ARTICLE VI

INDEMNIFICATION

Section 6.01 Indemnification. The Corporation shall indemnify the directors, officers, agents and employees of the Corporation in the manner and to the full extent provided in the General Corporation Law of the State of Wyoming. Such indemnification may be in addition to any other rights to which any person seeking indemnification may be entitled under any agreement, vote of stockholders or directors, any provision of these By-Laws or otherwise. The directors, officers, employees and agents of the Corporation shall be fully protected individually in making or refusing to make any payment or in taking or refusing to take any other action under this Article VI in reliance upon the advice of counsel.

ARTICLE VII

MISCELLANEOUS

Section 7.01 Corporate Seal. The seal of the Corporation shall be circular in form and bear the name of the Corporation, the year of its organization and the words, “Corporate Seal, Wyoming”. The seal of the certificates for shares or any corporate obligation for the payment of money, or on any other instrument, may be a facsimile, engraved, printed or otherwise reproduced.

Section 7.02 Execution of Instruments. All corporate instruments and documents shall be signed or countersigned, executed, and, if desired, verified or acknowledged by a proper officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 7.03 Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board of Directors.

ARTICLE VIII

AMENDMENTS

Section 8.01 Amendments. These By-Laws may be altered, amended or repealed from time to time by the stockholders or by the Board of Directors without the assent or vote of the stockholders.

ARTICLE IX

STOCKHOLDERS AGREEMENT

Section 9.01 Stockholders Agreement. Should the Corporation at any time, or from time to time, be party to a stockholders agreement (a “Stockholders Agreement”), then notwithstanding anything to the contrary contained in these By-Laws, in the event of any conflict between any provision of such Stockholders Agreement and any provision of these By-Laws, such conflicting provision of the Stockholders Agreement shall be incorporated herein as a By-Law and shall

EX1A-4 SUBS AGMT

PART III - EXHIBIT 2

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT

Print Name of Subscriber:
Amount Invested	$
Number of Shares:

Easton Pharmaceuticals Inc.

SUBSCRIPTION DOCUMENTS

Date

Subscription Instructions

(Please Read Carefully)

Each subscriber for a Share at $0.003 Dollars per Share (the “Share”) of Easton Pharmaceuticals Inc. (Easton Pharmaceuticals) a Wyoming corporation (“the Company”), must complete and execute the Subscription Documents in accordance with the instructions set forth below. The completed documents should be sent to Easton Pharmaceuticals Inc., at 265 Rimrock Road, North York, Ontario, Canada, M3J 3C6.

Payment for the Securities should be made by check payable to the Company and enclosed with the documents as directed in Section III below.

I. These Subscription Documents contain all of the materials necessary for you to purchase the Shares. This material is arranged in the following order:

• Subscription Agreement

• Confidential Prospective Purchaser’s Questionnaire

II. All investors must complete in detail, date, initial, and sign the Subscription Documents where appropriate. All applicable sections must be filled in.

III. Payment for the Shares must be made by check as provided below:

Please make your check payable, in the appropriate amount, for the number of Shares purchased (at $0.003 per Share), to “Easton Pharmaceuticals Inc.”. Your check should be enclosed with your signed subscription documents.

All funds received from subscribers will be placed in a segregated Holding Account of the Company. Once the minimum offering amount has been reached the funds will be transferred to the Company’s operating account and will be available for use.

IV. SPECIAL INSTRUCTIONS

FOR CORPORATIONS. Include copy of Board resolution designating the corporate officer authorized to sign on behalf of the corporation, a Board resolution authorizing the investment, and financial statements.

FOR PARTNERSHIPS. Provide a complete copy of the partnership agreement, questionnaire, and financial statements for each General Partner.

FOR TRUSTS. Provide a complete copy of the instruments or agreements creating the trust, as amended to date.

Subscription Agreement

Print Name of Subscriber:
Amount Invested:	$
Number of Shares:

To: Easton Pharmaceuticals Inc.

Gentlemen:

1. Subscription. The undersigned hereby subscribes for                 Shares of Easton Pharmaceuticals Inc. (Easton Pharmaceuticals Inc.) (the “Company”), a Wyoming corporation, and agrees to invest in the Company $0.003 Dollars per Share for an aggregate investment of $         (the “Investment Amount”) upon the terms and subject to the conditions (a) set forth herein, and (b) described in the Confidential Private Placement Memorandum (“Private Placement Memorandum”) dated October 15, 2012 together with all exhibits thereto and materials included therewith, and all supplements, if any, related to this offering. There is no minimum investment.

2. Offering. The Company is offering 1,666,666,666 with a minimum subscription of one (1) Share (the “Offering”). The maximum aggregate investment to the Company from this Offering will be Five Million ($5,000,000) Dollars. The Offering is being made to investors pursuant to the Regulation A exemption available under the Securities Act of 1933 (the “Act”).

3. Documents to be delivered. The undersigned is delivering to the Company executed copies of this Subscription Agreement, Investor Status and Investor Suitability Questionnaire (the “Subscription Documents”). The Subscription Documents should be delivered to Easton Pharmaceuticals Inc. 425 University Avenue, Suite 601, Toronto, Ontario. The undersigned understands and agrees that he or it will not become an investor in the company and the Company shall not consider the undersigned until the Company executes the Agreement.

4. Making of the investment. The undersigned, simultaneously with the delivery of the Subscription Documents to the Company, hereby tenders to the Company the Investment Amount by certified check made payable to the order of Easton Pharmaceuticals Inc. or as per the Company’s instructions for payment by electronic funds transfer in the amount indicated above.

5. Acceptance or Rejection of Subscription. The undersigned understands and agrees that the Company reserves the right, exercisable in its sole discretion, to accept or reject any

subscription, in whole or in part, for any reason and that the undersigned will be notified by the Company as promptly as practicable as to whether his or its subscription has been accepted or rejected. If the undersigned’s subscription is accepted, in whole or in part, by the Company, the Company will execute this Agreement and return them to the undersigned. If this subscription is rejected by the Company, The investor will be so notified. The undersigned does not have the right to withdraw or revoke his or its subscription during the Offering period, except as provided by certain state laws, except that if more than thirty (30) days shall have passed from the date the Company received completed and executed Subscription Documents and the Investment Amount from the undersigned (the “Acceptance Period”), and the Company has not accepted the subscription during the Acceptance Period, the undersigned may withdraw his or its subscription at any time after the Acceptance Period up until such time that the Company subsequently decides, in its sole discretion, to accept the subscription in whole or in part.

6. Offering Period. The Company may close in whole or in part or terminate this Offering under any of the following conditions:

(a) Upon receipt of the maximum offering subscription amount of Five Million ($5,000,000) Dollars,

(b) Notwithstanding the above, this offer shall terminate upon the termination of the Form 1-A filed by the Company.

7. Closing. The share subscribed for herein shall not be deemed made by the Company or held by the undersigned until this Agreement has been countersigned by the Company, the Subscription Documents have been delivered to the Company, and the subscription funds have either been transferred via electronic transfer to the Holding Account or the certified funds check has been deposited in the Holding Account. Upon the completion of the aforementioned items, (a) the undersigned shall have invested in the Company the investment amount, (b) the undersigned shall become an investor in Company, (c) the undersigned and the Company shall be bound by the terms of the Private Placement Memorandum and the Subscription Documents and any other undertakings described herein.

8. Representations and Warranties.

(a) The Company hereby represents and warrants as follows:

(i) The Company is a Limited Liability Corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted;

(ii) This Agreement constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy,

insolvency, moratorium, reorganization or similar laws from time to time in effect which affect creditor’s rights generally and by legal and equitable limitations on the availability of specific performance and other equitable remedies under or by virtue of this Agreement). The Company has all requisite power and authority, corporate and other, to execute and deliver this Agreement and the Note(s) and to consummate the transactions contemplated hereby. All persons who have executed this Agreement and the Note(s) on behalf of the Company have been duly authorized to do so by all necessary corporate action. Neither the execution and delivery of this Agreement and the Note(s) nor the consummation of the transactions contemplated hereby will (A) violate any provision of the Certificate of Incorporation or Operating Agreement of the Company, as currently in effect; (B) violate any judgment, order, injunction, decree or award against, or binding upon, the Company or the securities, assets, properties, operations or business of the Company; or (C) violate any law or regulation applicable to the Company or to the securities, assets, properties, operations or business of the Company.

(b) In order to induce the Company to accept the subscription made hereby, the undersigned hereby represents and warrants to the Company as follows:

(i) The undersigned has received the Private Placement Memorandum and the Subscription Documents. The undersigned has read and understands the Private Placement Memorandum and Subscription Documents and the information contained in those documents concerning the Company and this Offering or has caused his or its representative to read and examine the Private Placement Memorandum and Subscription Documents. The undersigned has relied only on the information about the Company contained in these documents and his or its own independent investigation in making his or its subscription. The undersigned understands that the Shares will be issued with the rights and subject to the conditions described in the Private Placement Memorandum and Subscription Documents;

(ii) The undersigned is familiar with the terms and conditions of the Offering and is aware that his or its investment involves a degree of risk and the undersigned has read the section in the Private Placement Memorandum titled “Risk Factors.”

(iii) The undersigned hereby specifically accepts and adopts each and every provision of this Agreement and acknowledges and agrees with each and every provision of this Agreement and, upon acceptance by the Company of the subscription made hereby, agrees to be bound by such provisions.

(iv) The undersigned acknowledges and is aware that there is no assurance as to the future performance of the Company.

(v) The undersigned, if an individual (A) has reached the age of majority in the state in which he resides and (B) is a bona fide resident and domiciliary (not a temporary or transient resident) of the state set forth below his signature on the signature page hereof and has no present intention of becoming a resident of any other state or jurisdiction. The undersigned, if a partnership, corporation, corporation, trust or other entity, was organized or incorporated under the laws of the jurisdiction set forth below the signature made on its behalf on the signature page hereof and has no present intention of altering the jurisdiction of its organization, formation or incorporation.

(vi) The undersigned has the financial ability to bear the economic risk of an investment in the Offering, has adequate means of providing for his or its current needs and personal contingencies, has no need for liquidity in the Share(s) and could afford a complete loss of his or its investment in the Offering.

(vii) The undersigned represents and warrants to the Company that he or it comes within one of the categories of investors as defined in Investor Status document (please indicate by providing your initials next to the appropriate category in which the undersigned is included, and if the undersigned is an Accredited Investor, check the appropriate category of Accredited Investors in which the undersigned is an entity).

(viii) The undersigned has been given the opportunity to review the merits of an investment in the Offering with tax and legal counsel or with an investment advisor to the extent the undersigned deemed advisable.

(ix) The undersigned’s overall commitment to invest in the Share(s), which are not readily marketable, is not disproportionate to his or its net worth and his or its investment in the Offering will not cause such overall commitment to become excessive.

(x) The undersigned has such knowledge and experience in financial and business matters that he or it is capable of evaluating the merits and risks of an investment in the Offering.

(xi) The undersigned has been given a full opportunity to ask questions of and to receive (A) answers from the Company and its Managers concerning the terms and conditions of this Offering and the business of the Company and (B) such other information as he or it desired in order to evaluate an investment in the Offering, and all such questions have been answered to the full satisfaction of the undersigned. No oral or written representations have been made or oral or written information furnished to the undersigned or the undersigned’s advisors in connection with the Offering

or interests that were in any way inconsistent with this Subscription Agreement. The undersigned is not participating in the Offering as a result of or subsequent to: (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the internet or (2) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

(xii) If the undersigned is a corporation, Corporation, partnership, trust or other entity, it is authorized and qualified to make this loan to the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so.

(xiii) If the undersigned is a corporation, corporation or partnership, the person signing this Agreement on its behalf hereby represents and warrants that the information contained in this Agreement completed by any shareholders of such corporation, members of such corporation or partners of such partnership is true and correct with respect to such shareholder, member or partner (and if any such shareholder is itself a corporation, corporation or partnership, with respect to all persons having an equity interest in such corporation, corporation or partnership, whether directly or indirectly) and that the person signing this Agreement has made due inquiry to determine the truthfulness and accuracy of the information contained in this Agreement.

(xiv) The purchase of the Share(s) by the undersigned has been duly authorized, and the execution, delivery and performance of this Agreement does not conflict with the undersigned’s partnership agreement, certificate of incorporation, by-laws, articles of organization, operating agreement or any agreement to which the undersigned is a party and this Agreement is a valid and binding agreement enforceable against the undersigned in accordance with its terms.

(xv) ‘The undersigned hereby represents that he or it is subscribing for the Shares as principal or as trustee, solely for the account of the undersigned, for investment purposes only and not with a view to, or for, subdivision, resale, distribution, or fractionalization thereof, in whole or in part, or for the account, in whole or in part, of others, and, except as disclosed herein, no other person has a direct or indirect beneficial interest in the Share(s). The undersigned will hold the Share(s) as an investment and has no reason to anticipate any change in circumstances or other particular occasion or event, which would cause the undersigned to attempt to sell any of the Share(s).

(xvi) The undersigned acknowledges his or its understanding that (A) the Offering of the Share(s) by the Company has not been registered under the

Act, as amended, or the securities laws of certain states in reliance on specific exemptions from registration, (B) the Confidential Memorandum and Subscription Documents have not been filed with or reviewed by the Securities and Exchange Commission or the securities department of any state and no securities administrator of any state or the federal government has recommended or endorsed this Offering or made any finding or determination relating to the fairness of an investment in the Company, and (C) the Offering of the Share(s) by the Company is intended to be exempt from registration pursuant to Section 3 (b) of the Act and the rules promulgated there under by the Securities and Exchange Commission, and that the undersigned’s Share(s) cannot be sold, pledged, assigned or otherwise disposed of unless they are registered under the Act or an exemption from such registration is available.

(xvii) The undersigned represents and warrants that he or it will not transfer or convey all or part of his or its financial interest in the Share(s) unless such Share(s) are subsequently registered under the Act, or an exemption from such registration is available and without (A) the prior written consent of the Company and (B) an opinion of counsel acceptable to the Company and its counsel to the effect that the Share(s) may be transferred without violation of the registration requirements of the Act or any applicable state securities laws, as may be amended from time to time. The undersigned further acknowledges that there can be no assurance that the Company will file any Form 1-A for the Share(s) for which the undersigned is subscribing, that such Form 1-A, if filed, will be declared effective or, if declared effective, that the Company will be able to keep it effective until the undersigned sells the Share(s) registered thereon.

(xviii) The undersigned understands that this Agreement is subject to the Company’s acceptance and may be rejected by the Company at any time in its sole discretion in whole or any part prior to issuance of the Share(s) with respect to the undersigned’s subscription, notwithstanding prior receipt by the undersigned of notice of acceptance of the undersigned’s subscription. The Company reserves the right to withdraw the Offering at any time.

(xix) The undersigned acknowledges that this Agreement shall become binding upon the undersigned when it is countersigned by the Company and the undersigned is not entitled to cancel, terminate, or revoke this subscription before or after acceptance by the Company, except as otherwise provided in this Agreement.

(xx) All information provided by the undersigned in the Investor Status and Investor Suitability Questionnaire which accompanies this Agreement is true and accurate in all respects, and the undersigned acknowledges that the Company will be relying on such information to its possible detriment in deciding whether the Company wishes to sell these Share(s) to the undersigned.

9. Foreign Person. If the undersigned has indicated on the signature page of this Agreement that he, she or it is a foreign person, he, she or it agrees to notify the Company in writing within sixty (60) days of becoming a nonresident alien, foreign corporation, foreign partnership, foreign trust, foreign estate or other foreign entity, as the case maybe.

10. Indemnity. The undersigned agrees to indemnify and hold harmless the Company, its managers, members, agents, attorneys and affiliates and each other person, if any, who controls any thereof, within the meaning of Section 15 of the Act, against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty or breach or failure by the undersigned to comply with any covenant or agreement made by the undersigned herein or in this Agreement or in any other document furnished by the undersigned to any of the foregoing in connection with this transaction.

11. Notice. All notices in connection with this Agreement shall be in writing and personally delivered or delivered via overnight mail, with written receipt therefore, or sent by certified mail, return receipt requested, to each of the parties hereto at their addresses set forth above (or such other address as may hereafter be designated by either party in writing in accordance with this Section 11) with a copy, in the case of notice to the Company, to Easton Pharmaceuticals Inc., 425 University Avenue, Toronto, Ontario. Such notice shall be effective upon personal or overnight delivery or five (5) days after mailing by certified mail.

12. Miscellaneous.

(a) This Agreement is not assignable by the undersigned. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and, subject to the above limitation, their assigns, and shall not be enforceable by any third party.

(b) This Agreement shall be deemed to have been made in the State of Delaware and any and all performance hereunder, or breach thereof, shall be interpreted and construed pursuant to the laws of the State of Delaware without regard to conflict of laws rules applied in State of Delaware. The parties hereto hereby consent to personal jurisdiction and venue exclusively in the State of Delaware with respect to any action or proceeding brought with respect to this Agreement.

(c) This Agreement contains all oral and written agreements, representations and arrangements between the parties with respect to its subject matter, and no representations or warranties are made or implied, except as specifically set forth

herein. No modification, waiver or amendment of any of the provisions of this Agreement shall be effective unless in writing and signed by both parties to this Agreement.

(d) No waiver of any breach of any terms of this Agreement shall be effective unless made in writing signed by the party against whom enforcement of the waiver is sought, and no such waiver shall be construed as a waiver of any subsequent breach of that term or of any other term of the same or different nature.

(e) If any provision or portion of this Agreement or the application thereof to any person or party or circumstances shall be invalid or unenforceable under applicable law, such event shall not affect, impair, or render invalid or unenforceable the remainder of this Agreement.

(f) Each of the parties hereto shall cooperate and take such actions, and execute such other documents, at the execution hereof or subsequently, as may be reasonably requested by the other in order to carry out the provisions and purposes of this Agreement.

IN WITNESS WHEREOF, the undersigned, by his or its execution hereof, agrees to be bound by this Agreement.

Executed this      day of             , 20    , at              (City),                                          (State).

If the Investor is an INDIVIDUAL, complete the following:
The undersigned (circle one): [is] [is not] a citizen or resident of the United States.
Print Name of Individual:	Print Name of Spouse if Funds are to be invested in Joint Name or are Community Property:
Print Social Security Number of Individual:	Print Social Security Number of Spouse
Signature of Individual	Signature of Spouse if Funds are to be Invested in Joint Name or are Community Property
Print Address of Residence:	Print Telephone Number: (            )

The investor is PARTNERSHIP, CORPORATION, TRUST OR OTHER ENTITY complete the following:
The undersigned (circle one) [is] [is not] a foreign partnership, foreign corporation, trust or foreign estate (as defined in the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated thereunder.)
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ACCEPTANCE

The terms of the foregoing, including the subscription described therein, are agreed to and accepted on this     day of             , 201    .

Easton Pharmaceuticals Inc.

By:

EX1A-6 MAT CTRCT

PART III – EXHIBIT 3

MATERIAL CONTRACTS

• Employment Agreements of [***]

EMPLOYMENT AGREEMENT

This Management and Employment Agreement, effective November 01, 2013, is entered into, by and between Easton Pharmaceuticals Inc. a Wyoming registered Corporation with offices residing in Toronto, Canada (“the Company” or “Easton”), and Carla Pepe (The “Employee”).

Whereas the Company is a Wyoming registered corporation with its principle offices located in Toronto, Ontario Canada, and is the owner of various products and proprietary technology which includes drugs in the treatment of FSAD, OTC therapeutic / cosmeceutical products for the treatment of pain, nausea and other conditions as well as products such as “VIORRA” used for the treatment of FSAD; and

Whereas the Company wishes to retain Carla Pepe, providing her expertise and knowledge as a business Employee and expertise in the pharmaceutical and cosmeceutical industry; and

Whereas the Company desires assurance of the association and services of Carla Pepe in order to retain Carla Pepe’s experience, skills, abilities, background and knowledge, and is willing to engage Carla Pepe’s services on the terms and conditions set forth in this Agreement

Whereas Carla Pepe desires to be in the employment of the Company, and is willing to accept such employment on the terms and conditions set forth in this Agreement, and

Whereas the Company wishes to immediately appoint Carla Pepe as the Companies Secretary / Treasurer and director, with the option of having Carla Pepe becoming the fulltime CEO of the Company commencing on March 01, 2014; and

Now, Therefore, The Parties Agree as Follows:

1. Engagement.

1.1 Term. The Company hereby employs Carla Pepe (the “Employee”), and the employee hereby accepts employment by the Company, upon the terms and conditions set forth in this Agreement. The term of this Agreement will begin immediately following the execution of this agreement, the Effective Date, and will continue until the (1st) anniversary of the Effective Date, unless terminated earlier in accordance with Section 7 below (the “Term”).

1.2 Title. The Employee will have the title of Director. Secretary / Treasurer and Chief Marketing Officer upon signing of this agreement, with this being reflected on the Wyoming Secretary Of State Articles of Incorporation. Until such time as the Employee becomes the CEO of the Company Commencing on March 1^st, 2014, The Employee will report in the chain of command to the person or persons designated by the Company’s Board of Directors (the “Board”).

1.3 Other Positions. The Employee will also serve in an advisory capacity to management and subsidiaries and any other capacity or capacities to be determined by the Company or the Board of Directors of the Company. The Employee will report in the chain of command to the person or persons designated by the Subsidiaries’ Board of Directors (the “Subsidiary Board”).

1.4 Employment. The Employee will work for the Company and its subsidiaries on time flexible terms convenient to the Employee. She will not lend any of her knowledge to other, clients, or companies who are competitors to the Company, and will continue to work with current and future clients

2. Services

2.1 Duties. The Employee will do and perform all services, acts, or things reasonably consistent with his position as stated in section 1.2, all in accordance with the bylaws of the Company and as required by the Board.

2.2 Policies and Practices. The employment relationship between the Parties will be governed by the policies and practices established by the Company and the Board of Directors.

3. Compensation

Fees. Company agrees to pay Carla Pepe a cash salary in the amount of $2000cdn per month to be agreed and paid to Carla Pepe commencing on March 1” 2014 which will be the date the employee is officially placed as CEO to the Company. Such payments will be paid based upon the Employee’s time and efforts or as needed and required by the company, in accordance with Company policy. Such Base Salary will he prorated for any partial year of employment on the basis of a 365-day fiscal year or if the employment is prematurely terminated.

3.1 Common Stock. Upon signing of this agreement, The Company shall issue to the Employee a total of 20 (twenty million) shares of restricted common stock, from the Company Treasury, at a value of $0.005 per share.

3.2 20 (Twenty Million) shares shall be issued to the Employee upon signing of this agreement with all shares to be held in trust and to be advanced on the first anniversary date of this agreement as long as the Employee is still deemed to be an employee to the Company. If the Employee ceases to work for the Company during the term of this contract, for any reason, the Employee will be entitled to a prorated amount of shares earned through the date of termination and the Company will thereafter have no further obligations to the Employee and/or the Employees heirs under this Agreement.

3.3 Anti-Dilution Adjustments. If, the shares of EASTON PHARMACEUTICALS, INC. Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, reverse-split, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period (any such event or any event with a similar effect, an “Anti-Dilution Event”), the Employees shares ratio shall be appropriately and proportionately adjusted on a prorata basis to reflect such Anti-Dilution Event. There shall be no adjustment in the exchange ratio in the event of any change in the price of EASTON PHARMACEUTICALS, INC. Common Stock or any other matter, other than for Anti-Dilution Events. For further clarity, the prorata adjustment shall mean and be reflected on all remaining shares the Employee has not sold or liquidated prior to any common stock reclassification.

3.4 Benefits. The Employee will, in accordance with Company policy and the terms of the applicable plan documents, be eligible to participate in benefits under any Employee benefit plan or arrangement which may be in effect from time to time and made available to the Company’s Employee’s or key management employees.

3.5 Employment Taxes. All of the Employee’s compensation will be subject to customary taxes and any other employment taxes as are commonly required to be collected, but shall be the sole responsibility of the Employee to Pay. The Company shall have no responsibility to pay or deduct any taxes on the Employee’s behalf

3.6 Revisions. Modifications to this agreement can be made but only by mutual agreement and with appropriate written documentation.

4.0 Duties Required From Employee.

4.1 Perform day to day operation of the company and act in the same capacity and authority as Secretary / Treasurer while employed until such time as the Employee is placed as the CEO to the Company.

Assist in attempting to provide approval to Health Canada, USEDA or other regulatory bodies in markets both in and outside North America related to Viorra or related products on behalf of the company.

Responsible for reviewing, analyzing, and formulating product as well as providing opinions, Research and Development. due diligence expertise on any products as well as provide her business expertise to assist in any other forms to allow the Company to meet its business objectives.

5. Hold Harmless and Indemnification

5.1 This mutually agreed upon Management Agreement establishes an amicable relationship to assist the Company in the achievement of its corporate development. The Company agrees to indemnify and hold the Employee harmless from any and all loss, damages, claims, causes of action, liabilities and expenses (including but not limited to reasonable investigations and legal expenses) arising out of any claim for loss or damage to property, and any injuries to or death of persons caused by or resulting from the Company’s negligence or willful misconduct, or any other breach of this contract that is not a result of any work performed or any products developed by the Employee on behalf of the Company.

6. Term

6.1 The term of this agreement shall be for a minimum of 12 months unless earlier terminated in accordance to its terms. The agreement can be mutually adjusted as agreed to in writing at any future date and will be reviewed at the one year anniversary date of this agreement.

7. Termination

7.1 This Agreement shall automatically terminate upon a material breach of the Agreement not cured within thirty days after notice by the non-breaching party detailing such breach. There should be no termination of the Agreement without cause.

7.2 If the Employee ceases to work for the Company during the term of this contract, for any reason, the Company will pay to the Employee, and/or the Employee’s heirs, the Employee’s and agreed upon fees, earned through the date of termination at the rate in effect at the time of termination and a prorated amount of the Common Shares set forth in Section 3 earned through the date of termination and the Company will thereafter have no further obligations to the Employee and/or the Employee’s heirs under this Agreement.

8. Entire Agreement

8.1 This Agreement sets forth the entire understanding of the parties, there being no terms, conditions, promises, warranties or representations other than those contained or referenced herein, and no amendments hereto shall be valid unless made in writing and signed by the parties hereto.

9. Severability

9.1 If any provision of this agreement is declared or found to be illegal, unenforceable, or void, in whole or in part. it is the intent and agreement of both parties that this Agreement shall be deemed amended by modifying such provisions to the extent necessary to make it legal. valid and enforceable.

10. Binding Agreement

10.1 Each party is fully competent, authorized and empowered to sign this Agreement and bind each party. Each party has taken the necessary action to make this Agreement fully authorized and binding upon such party. By signing below, each party agrees to be bound by the terms of this Agreement.

10.2 It is understood by both parties that any action by either party should be assumed to be professionally and ethically correct and it is the intent of the contract that is most significant. Both parties agree to address any potential or perceived breach of the Agreement as a misunderstanding to he addressed in a professional. business-like and amiable manner rapidly and in the best interest of the business and project goals.

11. Representations and Warranties.

11.1 The Employee represents and warrants that the Employee is not restricted or prohibited, contractually or otherwise, from entering into and performing each of the terms and covenants contained in this Agreement, and that the Employee’s execution and performance of this Agreement will not violate or breach any other agreements between the Employee and any other person or entity.

12. Confidential and Proprietary Information.

12.1 As a condition of employment. the Employee agrees to not divulge any of the Company’s and/or its Affiliates confidential information or trade secrets to others, unless necessitated in the course of doing Company business.

13. Assignment

13.1 The rights and obligations under this Agreement shall not be transferable by assignment or otherwise, and any purported assignment, transfer or delegation thereof shall be void. This Agreement shall inure to the benefit of, and be binding upon and enforceable by, any purchaser of substantially all of the Company’s assets, any corporate successor to the Company or any Assignee thereof.

14. Governing Law

14.1 This Agreement shall be governed by and construed in accordance with the laws of the Province Of Ontario without regard to conflict of law principles.

15. Notices

15.1 All notices or demands to be given or made under this agreement shall he transmitted by facsimile, overnight express mail, or registered mail. Mutually acknowledged and agreed to receipt of notices may be made by email transmission for the benefit of both parties.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date set forth below but to be in effect from November 1, 2013.

Easton Pharmaceuticals	Carla Pepe
John Ada		Carla Pepe

CONSULTING AGREEMENT

This Employment Agreement, effective May 15, 2015, is entered into, by and between Easton Pharmaceuticals Inc. a Wyoming registered Corporation (“the Company” or “Easton”), and Dr. Jose Tiran Saucedo a Mexican private Citizen (The “Consultant”).

Whereas the Company is a Wyoming registered corporation with its principle offices located in Toronto, Ontario Canada, and is the owner of various products and proprietary technology as well as having interests in several Joint-Venture products together with BMV Medica, S.A. de C.V. including a diagnostic device for the detection of bacterial vaginosis and trichomonas infections and other ancillary products related to Easton’s transdermal delivery technology.

Whereas the Company wishes to retain Consultant, providing its expertise and knowledge in the pharmaceutical and cosmeceutical industry; and especially as it pertains to women’s health, in infectious diseases and cosmetic applications based on Hyaluronic Acid (HA).

Whereas the Company desires assurance of the association and services of Consultant in order to retain Consultant’s experience, skills, abilities, background and knowledge, and is willing to engage Consultant’s services on the terms and conditions set forth in this Agreement

Whereas Consultant desires to be in the employ of the Company, and is willing to accept such employment on the terms and conditions set forth in this Agreement, and

Whereas the Company wishes to appoint the Consultant to the position of Chief Medical officer For Mexico and Latin America;

Now, therefore, the parties agree as follows:

1. Engagement.

1.1 Term. The Company hereby employs the consultant, and the Consultant hereby accepts employment by the Company, upon the terms and conditions set forth in this Agreement. The term of this Agreement will begin immediately following the execution of this agreement, the Effective Date, and will continue for successive one-year terms unless terminated earlier in accordance with Section 7 below (the “Term”).

1.2 Title. The Consultant will hold the position of Chief Medical Officer to the Company and will serve in such other capacity or capacities as may be prescribed by the Company or the Consultant’s superiors. The Consultant will report in the chain of command to the person or persons designated by the Company’s Board of Directors (the “Board”).

1.3 Other Positions: The Consultant will also serve in an advisory capacity to management and subsidiaries and any other capacity or capacities to be determined by the Company or the Board of Directors of the Company. The Consultant will report in the chain of command to the person or persons designated by the Subsidiaries’ Board of Directors (the “Subsidiary Board”).

1.4 Employment. The Consultant will work for the Company and its subsidiaries on a part time basis, but on flexible terms convenient to the Consultant and his schedule. He will not lend any of his knowledge to other, clients, or companies who are competitors to the Company, and will continue to work with current and future clients.

2. Services

2.1 Duties. The Consultant will do and perform all services, acts, or things reasonably consistent with his position as stated in section 1.2, all in accordance with the bylaws of the Company and as required by the Board.

2.2 Policies and Practices. The employment relationship between the Parties will be governed by the policies and practices established by the Company and the Board of Directors.

3. Compensation

3.1 Fees. Company agrees to pay the Consultant s fee of $12,000usd within 15 calendar days of execution of this agreement.

Royalties: Consultant and Easton shall agree upon a royalty on sales of products for which Consultant plays a role in the marketing/promotional efforts.

3.2 Benefits. The Consultant will, in accordance with Company policy and the terms of the applicable plan documents, be eligible to participate in benefits under any Consultant benefit plan or arrangement which may be in effect from time to time and made available to the Company’s Consultant or key management employees.

3.3 Employment Taxes. All of the Consultant’s compensation will be subject to customary taxes and any other employment taxes as are commonly required to be collected, but shall be the sole responsibility of the Consultant to Pay. The Company shall have no responsibility to pay or deduct any taxes on the Consultants behalf

3.4 Revisions. Modifications to this agreement can be made but only by mutual agreement and with appropriate written documentation.

4.0 Duties Required From Consultant.

4.1 Perform advisory services to the company and act in the same capacity and authority as Consultant while employed as a consultant.

Assist in formulating a marketing/launch plan for the diagnostic device marketed by Easton/BMV, under its own trademarked name, same with a bacterial treatment for bacterial vaginosis, as well as a yeast treatment for a diagnosis of a vaginal yeast infection. Help Easton/BMV form a world-class Medical/Scientific Advisory Board to ensure the correct critical path for Easton/BMV’s suite of feminine health care products. Be available to speak at medical conferences, and act as spokesperson for Easton/BMV in the areas concerned with women’s health. Assist in reviewing, analyzing, and formulating products as well as providing opinions, Research and Development, due diligence expertise on any products including creating new products on behalf of the company.

5. Hold Harmless and Indemnification

5.1 This mutually agreed upon Management Agreement establishes an amicable relationship to assist the Company in the achievement of its corporate development. The Company agrees to indemnify and hold the Consultant harmless from any and all loss, damages, claims, causes of action, liabilities and expenses (including but not limited to reasonable investigations and legal expenses) arising out of any claim for loss or damage to property, and any injuries to or death of persons caused by or resulting from the Company’s negligence or willful misconduct, or any other breach of this contract that is not a result of any work performed or any products developed by the Consultant on behalf of the Company.

6. Term

6.1 The term of this agreement shall be for a minimum of 12 months unless earlier terminated in accordance to its terms. The agreement can be mutually adjusted as agreed to in writing at any future date.

7. Termination

7.1 This Agreement shall automatically terminate upon a material breach of the Agreement not cured within thirty days after notice by the non-breaching party detailing such breach. There should be no termination of the Agreement without cause.

7.2 If the Consultant ceases to work for the Company during the term of this contract, for any reason, the Company will pay to the Consultant, and/or the Consultant’s heirs, the Consultant’s and agreed upon fees, earned through the date of termination at the rate in effect at the time of termination and a prorated amount of the Common Shares set forth in Section 3 earned through the date of termination and the Company will thereafter have no further obligations to the Consultant and/or the Consultant’s heirs under this Agreement.

8. Entire Agreement

8.1 This Agreement sets forth the entire understanding of the parties, there being no terms, conditions, promises, warranties or representations other than those contained or referenced herein, and no amendments hereto shall be valid unless made in writing and signed by the parties hereto.

9. Severability

9.1 If any provision of this agreement is declared or found to be illegal, unenforceable, or void, in whole or in part, it is the intent and agreement of both parties that this Agreement shall be deemed amended by modifying such provisions to the extent necessary to make it legal, valid and enforceable.

10. Binding Agreement

10.1 Each party is fully competent, authorized and empowered to sign this Agreement and bind each party. Each party has taken the necessary action to make this Agreement fully authorized and binding upon such party. By signing below, each party agrees to be bound by the terms of this Agreement.

10.2 It is understood by both parties that any action by either party should be assumed to be professionally and ethically correct and it is the intent of the contract that is most significant. Both parties agree to address any potential or perceived breach of the Agreement as a misunderstanding to be addressed in a professional, business-like and amiable manner rapidly and in the best interest of the business and project goals.

11. Representations and Warranties.

11.1 The Consultant represents and warrants that the Consultant is not restricted or prohibited, contractually or otherwise, from entering into and performing each of the terms and covenants contained in this Agreement, and that the Consultant’s execution and performance of this Agreement will not violate or breach any other agreements between the Consultant and any other person or entity.

12. Confidential and Proprietary Information.

12.1 As a condition of employment, the Consultant agrees to not divulge any of the Company’s and/or its Affiliates confidential information or trade secrets to others, unless necessitated in the course of doing Company business.

13. Assignment

13.1 The rights and obligations under this Agreement shall not be transferable by assignment or otherwise, and any purported assignment, transfer or delegation thereof shall be void. This Agreement shall inure to the benefit of, and be binding upon and enforceable by, any purchaser of substantially all of the Company’s assets, any corporate successor to the Company or any Assignee thereof.

14. Governing Law

14.1 This Agreement shall be governed by and construed in accordance with the laws of the Province Of Ontario without regard to conflict of law principles.

15. Notices

15.1 All notices or demands to be given or made under this agreement shall be transmitted by facsimile, overnight express mail, or registered mail. Mutually acknowledged and agreed to receipt of notices may be made by email transmission for the benefit of both parties.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date set forth below but to be in effect from May 15, 2015.

Easton Pharmaceuticals Inc.	Consultant
Carla Pepe, President		Dr. Jose Tiran Saucedo

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into on this 16^th day of July, 2015 (the “Effective Date”), by and between Easton Pharmaceuticals, Inc., a Wyoming corporation (the “Company”), with a mailing address for notice purposes of 265 Rimrock Rd., Suite 200, North York, Ontario, Canada, and Mr. Evan Karras (“Employee”), an individual whose mailing address for notice purposes is.

RECITALS

A. The Company is a research and development organization engaged in the business of owning rights to Cancer Drugs for Latin America, developing transdermal delivery systems and various Drugs, OTC products, Diagnostic Devices For Woman and Drugs utilizing the proprietary delivery system in VIVO . The Company desires to employ Employee and Employee desires to be employed by the Company, all upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants of the parties hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1

EMPLOYMENT AND DUTIES

1.1 Employment of Employee. On the Effective Date, the Company agrees to employ Employee and Employee accepts such employment pursuant and subject to the terms and conditions of this Agreement.

1.2. Duties and Powers. During the Employment Period (as defined herein), Employee shall serve as Chief Executive Officer of the Company and will have such responsibilities, duties and authority, and will render such services for and in connection with the Company and its affiliates as are customary in such position in a comparable company and as the Executive Chairman or the Board of Directors of the Company (the “Board”) shall from time to time reasonably direct. Employee shall devote Employee’s time and attention to the Business of the Company on a flexible time that meets the personal schedule of the Employee and shall use best efforts to faithfully carry out Employee’s duties and responsibilities hereunder. During the Employment Period (as defined herein), Employee may serve on charitable and civic boards, subject to the prior approval of the Executive Chairman, which approval shall not be unreasonably withheld, so long as such board position(s) do not limit or interfere with Employee’s duties to the Company hereunder or breach any agreement between Employee and the Company. Employee shall comply with all personnel policies and procedures of the Company as the same now exist or may be hereafter implemented by the Company from time to time, including those policies contained in the Company’s employee manual or handbook which sets forth policies and procedures generally for employees of the Company and its subsidiaries and affiliates (the “Handbook”) to the extent not inconsistent with this Agreement. The Company will nominate and use its reasonable best efforts to have Employee elected and re-elected to a seat on the Company’s Board of Directors during the Employment Period.

ARTICLE 2

TERM OF EMPLOYMENT

Unless sooner terminated as provided elsewhere in this Agreement, Employee’s employment under this Agreement shall begin on the Effective Date and end at 11:59 p.m. Eastern Time on July 17, 2015 (“Initial Employment Period”). Thereafter, this Agreement shall automatically renew for successive one-year periods, unless either the Company or Employee provides written notice to the other at least ninety (90) days prior to the termination of the Initial Employment Period or any renewal period stating said party’s desire to terminate this Agreement. The Initial Employment Period and any extension or renewal thereof shall be referred to herein together as the “Employment Period”. Notwithstanding anything to the contrary contained herein, the Employment Period is subject to termination pursuant to Article 4 hereof.

ARTICLE 3

COMPENSATION AND BENEFITS

3.1 Base Salary. If and when the Company has raised sufficient financing, the Company will pay Employee an annual base salary at a rate of $45,000 per annum (the “Base Salary”), payable in accordance with the Company’s regular payroll policy for salaried employees. If the company has insufficient funding available to meet the payment obligations to the employee, the salary shall be deferred and placed on the company’s financial statements and other documents of record. The Base Salary of Employee may be subject to increase (but not decrease) annually during the Employment Period by the Company. Except as set forth in Section 4.2.(b) hereof, if the Employment Period is terminated “For Cause” pursuant to Article 4 hereof or is otherwise shorter than a full contract year, then the Base Salary for any partial year will be prorated and paid through the date of termination based on the number of days elapsed in such year during which services were actually performed by Employee, and the Company shall have no further obligation to pay the Employee’s Base Salary following the date of termination. Notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Employee the Base Salary during any period in which Employee has exhausted Employee’s paid time off and is either (a) receiving short-term or long-term disability benefits under any policy or program maintained by the Company, (b) on Family and Medical Leave Act leave, or (c) is unable to perform Employee’s essential job duties by reason of a physical or mental incapacity or disability with or without a reasonable accommodation.

3.2 Benefits.

a. If available, During the Employment Period, Employee shall be eligible to participate in and/or receive benefits under the health insurance, group term life/AD&D, short and long-term disability, retirement, paid-time off, deferred compensation and other plans maintained from time to time by the Company, subject in each instance to Employee meeting all eligibility and qualification requirements of such plans. During the Employment Period, Employee shall be entitled to twenty-seven (27) days of paid-time-off annually, subject to the provisions of the Handbook.

b. If and when available, in addition to the benefits provided in (a) above, during the Employment Period, Employee shall be entitled to participate in (i) the employee incentive compensation plan maintained for employees of the Company, as the same may be amended from time to time (the “Incentive Compensation Plan”), and (ii) the 1995 Equity Compensation Plan maintained by PPD, as the same has been and may be amended from time to time, or any successor plan (the “ECP”), subject in each instance to Employee meeting all eligibility and qualification requirements of such plans.

3.3 Equity Grants.

a. Restricted Stock Option. The Company shall issue to Employee 20,000,000 shares of Eastons’s common stock issued at a price of $0.005 per share.

3.4 Expenses. The Company will reimburse Employee, in accordance with and subject to Employee’s compliance with the Company’s policy, for Employee’s necessary and reasonable out-of-pocket expenses incurred in the course of performance of Employee’s duties hereunder. In addition, the Company will reimburse Employee for his reasonable attorneys’ fees in connection with entering into this Agreement, up to $10,000. All reimbursement of expenses to Employee hereunder shall be conditioned upon presentation of sufficient documentation evidencing such expenses.

3.5 Working Facilities. Employee shall work out of the Company’s offices or from more flexible and convenient facilities such as his own home until such time as the Company shall furnish Employee with such office space, equipment, technical, secretarial and clerical assistance and such other facilities, services and supplies as shall be reasonably necessary and suitable to his position to enable Employee to perform the duties required of Employee hereunder in an efficient and professional manner.

ARTICLE 4

TERMINATION OF EMPLOYMENT

4.1 Basis for Termination. Notwithstanding any other provision in this Agreement to the contrary, the Employment Period and Employee’s employment hereunder shall terminate effective on the date indicated upon the happening of any of the following events:

a. The employee shall continue be an executive and employee until such time as the he has wilfully resigned or until this employment agreement expires or until such time as the Company has terminated this agreement;

b. Upon a determination by the majority of any future board members appointed over the course of time, acting in good faith, that Employee has a physical or mental incapacity or disability which renders Employee unable to perform Employee’s essential job duties under this Agreement with or without reasonable accommodation for a period in excess of ninety (90) days during any twelve-month period hereunder, effective upon the date said determination is communicated in writing to Employee or such later date as specified therein; provided, however, that during any period of Disability during which the Employee is receiving compensation under the Company’s short term disability policy, the Company will pay to Employee, minus any applicable taxes and withholdings, an amount equal to the difference between such short term disability payments and Employee’s then current base salary. Company shall not have the right to terminate Employee by reason of disability if such termination would terminate Employee’s receipt of or right to receive short-term or long-term disability benefits under any policy or program maintained by the Company; provided, further, nothing herein shall give the Company the right to terminate Employee prior to discharging its obligations to Employee, if any, under the Family and Medical Leave Act, the Americans with Disabilities Act, or any other applicable law; or

c. Upon a determination by the Board, acting in good faith but made in the Board’s sole discretion, that there is ground for termination for “Cause.” “Cause” will exist where Employee: (i) willfully or repeatedly failed to substantially perform Employee’s reasonable and lawful duties and responsibilities for the Company and/or committed a material violation of any material Company policy or procedure (including without limitation any policy or procedure described in the Handbook); (ii) willfully, intentionally or negligently engaged in any act or omission that injures, or, in the opinion of the Board, is more likely than not to materially injure the business or reputation of the Company, including but not limited to injury to any director, employee, client or shareholder of the Company; (iii) demonstrated repeated, willful or gross negligence and/or willful misconduct in Employee’s execution of duties for the Company (including but not limited to insubordination); (iv) engaged in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age, disability, and/or genetic information); (v) misappropriated or embezzled any tangible or intangible property of the Company; (vi) breached any of the material terms of this Agreement and/or any other written agreement between Employee and the Company; and/or (vii) has been indicted on charges or convicted or pleaded guilty or no contest to a felony; in each case effective upon the date said determination is communicated in writing to Employee or such later date as specified therein.

d. Upon written notice by either Employee or the Company to the other party, effective on the date set forth in such notice or such earlier date as the Company may provide.

4.2 Compensation After Termination.

a. If (i) the Company terminates Employee’s employment during the Employment Period pursuant to Section 4.1.a, 4.1.b, or 4.1.c hereof, (ii) either party terminates this Agreement pursuant to Article 2 hereof or (iii) Employee voluntarily terminates this Agreement pursuant to Section 4.1.d hereof, then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that the Company shall pay Employee’s Base Salary accrued through the date of termination or expiration and shall provide such benefits as are required by applicable law. Notwithstanding the foregoing, if the Company terminates Employee pursuant to Section 4.1.a or 4.1.b, the Company will pay to Employee a pro rata share of any incentive compensation earned by Employee during the year in which such termination occurs, such incentive compensation to be determined and payable in the same manner and at the same time as it would have been had Employee’s employment not been terminated pursuant to Section 4.1.a or 4.1.b.

b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereof, then the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination date, except that, subject to receiving a signed separation agreement and general release of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company shall pay Employee’s Base Salary through the end of the then current Employment Period and shall provide benefits as are required by applicable law. However, any payments under this Section 4.2.b. payable after termination of employment may be delayed as may be required by Section 7.12 hereof. Provided, however, if the termination of Employee’s employment results in compensation and benefits being provided to Employee pursuant to the Severance Agreement of even date herewith, Employee shall receive no compensation under this Section 4.2, except for Base Salary and benefits accrued through the date of termination or as are otherwise required by applicable law.

4.3 Continuing Rights upon Termination of Employment Period. Notwithstanding any termination or expiration of this Agreement, the Company shall continue to have all other rights available hereunder, including without limitation all rights under the Proprietary Agreement and/or the Non-Competition Agreement (as hereinafter defined).

4.4 Resignation as Officer and Director. Upon termination or expiration of Employee’s employment by either party for any reason, Employee will also be deemed to have resigned Employee’s position(s), if any, as an officer or director of the Company, as a member of any committee the Board of Directors of the Company, as an officer, director, manager or any other office or position of any subsidiary or affiliate of the Company, and any other position(s) Employee holds at the request of, or for the benefit of, the Company or its subsidiaries or affiliates.

ARTICLE 5

PROPRIETARY INFORMATION

Prior to or coincident with the commencement date of this Agreement, Employee shall execute and deliver to the Company its standard Proprietary Information and Inventions Agreement (the “Proprietary Agreement”), a copy of which is attached hereto as Annex A.

ARTICLE 6

NON-COMPETITION AND NON-SOLICITATION

Prior to or coincident with the commencement date of this Agreement, Employee shall execute and deliver to the Company its standard Non-Competition and Non-Solicitation Agreement (the “Non-Competition Agreement”), a copy of which is attached hereto as Annex B.

ARTICLE 7

MISCELLANEOUS

7.1 Withholding Taxes. All amounts payable under this Agreement, whether such payment is to be made in cash or other property, shall be subject to applicable withholding requirements for Federal, state and local income taxes, employment and payroll taxes, and other legally required withholding taxes and contributions to the extent appropriate in the determination of the Company, and Employee shall report all such amounts as ordinary income on Employee’s personal income returns and for all other purposes.

7.2 Assignment. No party hereto may assign or delegate any of its rights or obligations hereunder without the prior written consent of the other party hereto; provided, however, that the Company shall have the right to assign all or any part of its rights and obligations under this Agreement (i) to any member, subsidiary or affiliate of the Company or any surviving entity following any merger or consolidation of any of those entities with any entity other than the Company, or (ii) in connection with the sale of the Business by the Company.

7.3 Binding Effect. All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall be binding upon and inure to the benefit of the respective legal representatives, heirs, successors and permitted assigns of the parties hereto.

7.4 Entire Agreement. This Agreement, together with the Proprietary Agreement, Severance Agreement and the Non-Competition Agreement of even date herewith, sets forth the entire understanding of the parties and supersedes and preempts all prior oral or written understandings and agreements with respect to the subject matter hereof.

7.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

7.6 Amendment; Modification. No amendment or modification of this Agreement and no waiver by any party of the breach of any covenant contained herein shall be binding unless executed in writing by the party against whom enforcement of such amendment, modification or waiver is sought. No waiver shall be deemed a continuing waiver or a waiver in respect of any subsequent breach or default, either of a similar or different nature, unless expressly so stated in writing.

7.7 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina, without giving effect to provisions thereof regarding conflict of laws.

7.8 Arbitration. Except for disputes, controversies or claims arising out of or related to the Proprietary Agreement and/or the Non-Competition Agreement attached as Annex A and B, respectively, any dispute, controversy or claim arising out of or relating to this Agreement, including but not limited to its existence, validity, interpretation, performance or non-performance, or breach, shall be decided by a single neutral arbitrator agreed upon by the parties hereto in Wilmington, North Carolina in binding arbitration pursuant to the commercial arbitration rules of the American Arbitration Association then in effect. The parties to any such arbitration shall be limited to the parties to this Agreement or any successor thereof. The written decision of the arbitrator shall be final and binding and may be entered and enforced in any court of competent jurisdiction. Each party waives any right to a jury trial in any such forum. Each party to the arbitration shall pay its fees and expenses, unless otherwise determined by the arbitrator.

7.9 Notices. All notices, demands or other communications to be given or delivered hereunder or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been properly served if (a) delivered personally, (b) delivered by a recognized overnight courier service, (c) sent by certified mail, return receipt requested and first class postage prepaid, or (d) sent by facsimile transmission followed by a confirmation copy delivered by a recognized overnight courier service the next day. Such notices, demands and other communications shall be sent to the address first set forth above, or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Date of service of such notice shall be (i) the date such notice is personally delivered or sent by facsimile transmission (with issuance by the transmitting machine of a confirmation of successful transmission), (ii) the date of receipt if sent by certified mail, or (iii) the date of receipt if sent by overnight courier.

7.10 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same agreement.

7.11 Descriptive Heading; Interpretation. The descriptive headings in this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

7.12 409A.

(a) It is intended that this Agreement and the payments hereunder will not be considered to constitute in whole or in part a nonqualified deferred compensation plan within the meaning of Code section 409A and the Treasury Regulations and guidance promulgated thereunder (collectively, “Section 409A”) and so will be exempt from the requirements of Section 409A, and the Agreement shall be interpreted to that end to the fullest extent possible. However, in the event that any payment or benefit (or portion thereof) provided pursuant to this Agreement is nonetheless determined to be paid from a nonqualified deferred compensation plan subject to Section 409A, the applicable terms of this Agreement shall be interpreted in a manner that complies with Section 409A to the fullest extent possible.

(b) Any payment due under the Agreement of nonqualified deferred compensation within the meaning of Section 409A that is payable on termination of employment (or similar term) shall be delayed until the Employee also has “separation from service” within the meaning of Section 409A.

(c) For purposes of Section 409A, the Employee’s right to receive any installment payments pursuant to this Agreement (including payments under Section 4.2.b. hereof) shall be treated as a right to receive a series of separate and distinct payments. Further, if an amount to be paid to the Employee under the Agreement on account of his “separation from service” while the Employee is a “specified employee” is an amount payable under a “nonqualified deferred compensation plan” (as those terms are defined under Section 409A), any such payments that would otherwise be paid within 6 months after such separation from service shall not be paid until the first business day after the end of such six-month period, or, if earlier, within 15 days after the appointment of the personal representative or executor of the Employee’s estate following his death, at which time such delayed payments shall be paid in a single payment without interest.

(d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits that are not excluded from the Employee’s taxable income, then except as permitted by Section 409A (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided, that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments shall be made on or before the last day of the Employee’s taxable year following the taxable year in which the expense was incurred.

7.13 No General Waivers. The failure of any party at any time to require performance by any other party of any provision hereof or to resort to any remedy provided herein or at law or in equity shall in no way affect the right of such party to require such performance or to resort to such remedy at any time thereafter, nor shall the waiver by any party of a breach of any of the provisions hereof be deemed to be a waiver of any subsequent breach of such provisions. No such waiver shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.

7.1.4 Indemnification. The Company shall indemnify and hold Employee harmless to the fullest extent permitted by the laws of the Company’s state of incorporation in effect at the time against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including advancement of reasonable attorney’s fees), losses, and damages resulting from Employee’s good faith performance of Employee’s duties and obligations with the Company. Executive will be entitled to be covered, both during and, while potential liability exists, by any insurance policies the Company may elect to maintain generally for the benefit of officers and directors of the Company against all costs, charges and expenses incurred in connection with any action, suit or proceeding to which Employee may be made a party by reason of being an officer or director of the Company, or any subsidiary or affiliate, in the same amount and to the same extent as the Company covers its other officers and directors. These obligations shall survive the termination of Executive’s employment with the Company.

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the day and year first above written.

COMPANY:	EASTON PHARMACEUTICALS, INC.
	By:
	Name:	Nunzio Valerie Jr.
	Title:	President / Director
EMPLOYEE:
	Evan Karras

EMPLOYMENT AGREEMENT

This Management and Employment Agreement, effective May 25, 2015, is entered into, by and between Easton Pharmaceuticals Inc. a Wyoming registered Corporation with offices residing in Toronto, Canada (“the Company” or “Easton”), and Nunzio Valerie Jr. (The “Employee”).

Whereas the Company is a Wyoming registered corporation with its principle offices located in Toronto, Ontario Canada, and is the owner of various products and proprietary technology which includes drugs in the treatment of FSAD, OTC therapeutic / cosmeceutical products for the treatment of pain, nausea and other conditions as well as products such as “VIORRA” used for the treatment of FSAD, Medical Marijuana and other products and industries; and

Whereas the Company wishes to retain Nunzio Valerie Jr., providing his expertise and knowledge as a business Employee and expertise as a business and marketing expert; and

Whereas the Company desires assurance of the association and services of Nunzio Valerie Jr. in order to retain Nunzio Valerie Jr.’s experience, skills, abilities, background and knowledge, and is willing to engage Nunzio Valerie Jr.’s services on the terms and conditions set forth in this Agreement

Whereas Nunzio Valerie Jr. desires to be in the employment of the Company, and is willing to accept such employment on the terms and conditions set forth in this Agreement, and

Whereas the Company wishes to immediately appoint Nunzio Valerie Jr. as the Companies Secretary / Treasurer and director, with duties to include his marketing expertise; and

Now, Therefore, The Parties Agree as Follows:

1. Engagement.

1.1 Term. The Company hereby employs Nunzio Valerie Jr. (the “Employee”), and the employee hereby accepts employment by the Company, upon the terms and conditions set forth in this Agreement. The term of this Agreement will begin immediately following the execution of this agreement, the Effective Date, and will continue until the (1st) anniversary of the Effective Date, unless terminated earlier in accordance with Section 7 below (the “Term”).

1.2 Title. The Employee will have the title of Secretary and Treasurer / Director and an Officer to assist in marketing and dealing with shareholders upon signing of this agreement, with this being reflected on the Wyoming Secretary Of State Articles of Incorporation. The Employee will report in the chain of command to the person or persons designated by the Company’s Board of Directors (the “Board”).

1.3 Other Positions. The Employee will also serve in an advisory capacity to management and subsidiaries and any other capacity or capacities to be determined by the Company or the Board of Directors of the Company. The Employee will report in the chain of command to the person or persons designated by the Subsidiaries’

1.4 Board of Directors (the “Subsidiary Board”).

1.5 Employment. The Employee will work for the Company and its subsidiaries on time flexible terms convenient to the Employee. He will not lend any of his knowledge to other, clients, or companies who are competitors to the Company, and will continue to work with current and future clients

2. Services

2.1 Duties. The Employee will do and perform all services, acts, or things reasonably consistent with his position as stated in section 1.2, all in accordance with the bylaws of the Company and as required by the Board.

2.2 Policies and Practices. The employment relationship between the Parties will be governed by the policies and practices established by the Company and the Board of Directors.

3. Compensation

Fees. Company agrees to pay Nunzio Valerie Jr. a cash salary in the amount of $10000usd for the year to be agreed and paid to Nunzio Valerie Jr. commencing on May 25^th 2015 following being officially placed as Secretary / Treasurer, Director / Marketing and Investor Relations Officer among other positions. Such payments will be paid based upon the Employee’s time and efforts or as needed and required by the company, in accordance with Company policy. Such Base Salary will be prorated for any partial year of employment on the basis of a 365-day fiscal year or if the employment is prematurely terminated.

3.1 Common Stock. Upon signing of this agreement, The Company shall issue to the Employee a total of 10 (ten million) shares of restricted common stock, from the Company Treasury, at a value of $0.005 per share, with an additional 10 Million shares to be issued 6 (six) months from the date of this agreement.

3.2 Anti-Dilution Adjustments. If, the shares of EASTON PHARMACEUTICALS, INC. Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, reverse-split, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period (any such event or any event with a similar effect, an “Anti-Dilution Event”), the Employees shares ratio shall be appropriately and proportionately adjusted on a prorata basis to reflect such Anti-Dilution Event. There shall be no adjustment in the exchange ratio in the event of any change in the price of EASTON PHARMACEUTICALS, INC. Common Stock or any other matter, other than for Anti-Dilution Events. For further clarity, the prorata adjustment shall mean and be reflected on all remaining shares the Employee has not sold or liquidated prior to any common stock reclassification.

3.3 Benefits. The Employee will, in accordance with Company policy and the terms of the applicable plan documents, be eligible to participate in benefits under any Employee benefit plan or arrangement which may be in effect from time to time and made available to the Company’s Employee’s or key management employees.

3.4 Employment Taxes. All of the Employee’s compensation will be subject to customary taxes and any other employment taxes as are commonly required to be collected, but shall be the sole responsibility of the Employee to Pay. The Company shall have no responsibility to pay or deduct any taxes on the Employee’s behalf

3.5 Revisions. Modifications to this agreement can be made but only by mutual agreement and with appropriate written documentation.

4.0 Duties Required From Employee.

4.1 Perform day to day operation of the company and act in the same capacity and authority as Secretary / Treasurer / Director / Chief Marketing Director and any other positions agreed to where the employees knowledge and expertise are required.

Assist in attempting to provide approval to Health Canada, United States FDA or other regulatory bodies in markets both in and outside North America related to Viorra, Kenestrin Gel, Skin Renou HA, Common Sense Diagnostic Products and any other products or services on behalf of the company.

Responsible for reviewing, analyzing, and formulating product as well as providing opinions, Research and Development, due diligence expertise on any products as well as provide her business expertise to assist in any other forms to allow the Company to meet its business objectives.

5. Hold Harmless and Indemnification

5.1 This mutually agreed upon Management Agreement establishes an amicable relationship to assist the Company in the achievement of its corporate development. The Company agrees to indemnify and hold the Employee harmless from any and all loss, damages, claims, causes of action, liabilities and expenses (including but not limited to reasonable investigations and legal expenses) arising out of any claim for loss or damage to property, and any injuries to or death of persons caused by or resulting from the Employees’s negligence or willful misconduct, or any other breach of this contract that is not a result of any work performed or any products developed by the Employee on behalf of the Company.

6. Term

6.1 The term of this agreement shall be for a minimum of 18 months unless earlier terminated in accordance to its terms. The agreement can be mutually adjusted as agreed to in writing at any future date and will be reviewed at the one year anniversary date of this agreement.

7. Termination

7.1 This Agreement shall automatically terminate upon a material breach of the Agreement not cured within thirty days after notice by the non-breaching party detailing such breach. There should be no termination of the Agreement without cause.

7.2 If the Employee ceases to work for the Company during the term of this contract, for any reason, the Company will pay to the Employee, and/or the Employee’s heirs, the Employee’s and agreed upon fees, earned through the date of termination at the rate in effect at the time of termination and a prorated amount of the Common Shares set forth in Section 3 earned through the date of termination and the Company will thereafter have no further obligations to the Employee and/or the Employee’s heirs under this Agreement.

8. Entire Agreement

8.1 This Agreement sets forth the entire understanding of the parties, there being no terms, conditions, promises, warranties or representations other than those contained or referenced herein, and no amendments hereto shall be valid unless made in writing and signed by the parties hereto.

9. Severability

9.1 If any provision of this agreement is declared or found to be illegal, unenforceable, or void, in whole or in part, it is the intent and agreement of both parties that this Agreement shall be deemed amended by modifying such provisions to the extent necessary to make it legal, valid and enforceable.

10. Binding Agreement

10.1 Each party is fully competent, authorized and empowered to sign this Agreement and bind each party. Each party has taken the necessary action to make this Agreement fully authorized and binding upon such party. By signing below, each party agrees to be bound by the terms of this Agreement.

10.2 It is understood by both parties that any action by either party should be assumed to be professionally and ethically correct and it is the intent of the contract that is most significant. Both parties agree to address any potential or perceived breach of the Agreement as a misunderstanding to be addressed in a professional, business-like and amiable manner rapidly and in the best interest of the business and project goals.

11. Representations and Warranties.

11.1 The Employee represents and warrants that the Employee is not restricted or prohibited, contractually or otherwise, from entering into and performing each of the terms and covenants contained in this Agreement, and that the Employee’s execution and performance of this Agreement will not violate or breach any other agreements between the Employee and any other person or entity.

12. Confidential and Proprietary Information.

12.1 As a condition of employment, the Employee agrees to not divulge any of the Company’s and/or its Affiliates confidential information or trade secrets to others, unless necessitated in the course of doing Company business.

13. Assignment

13.1 The rights and obligations under this Agreement shall not be transferable by assignment or otherwise, and any purported assignment, transfer or delegation thereof shall be void. This Agreement shall inure to the benefit of, and be binding upon and enforceable by, any purchaser of substantially all of the Company’s assets, any corporate successor to the Company or any Assignee thereof.

14. Governing Law

14.1 This Agreement shall be governed by and construed in accordance with the laws of the Province Of Ontario in Canada and the State of Wyoming in the United States without regard to conflict of law principles.

15. Notices

15.1 All notices or demands to be given or made under this agreement shall be transmitted by facsimile, overnight express mail, or registered mail. Mutually acknowledged and agreed to receipt of notices may be made by email transmission for the benefit of both parties.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date set forth below but to be in effect from May 25, 2015.

Easton Pharmaceuticals Inc.	Nunzio Valerie Jr.
Carla Pepe, CEO		Nunzio Valerie Jr., Employee

EX1A-12 OPN CNSL

PART III - EXHIBIT 4

OPINION RE: LEGALITY

1650 Market Street

One Liberty Place, Suite 1800

Philadelphia, PA 19103-7395

whiteandwilliams.com

[                ], 2015

Easton Pharmaceuticals, Inc.

425 University Avenue, Suite 601

Toronto, Ontario, Canada M5G1T6

Gentlemen:

You have requested our opinion, as counsel for Easton Pharmaceuticals, Inc., a Wyoming corporation (the “Company”), in connection with the Offering Circular on Form 1-A (the “Offering Circular”), under the Securities Act of 1933, as amended (the “Act”), filed by the Company with the Securities and Exchange Commission.

The Offering Circular relates to an offering of 1,666,666,666 shares of the Company’s common stock.

We have examined such records and documents and made such examination of laws as we have deemed relevant in connection with this opinion. It is our opinion that: (a) all 1,666,666,666 shares referred to above when sold, will be duly authorized, validly issued, fully paid and non-assessable upon issuance.

No opinion is expressed herein as to any laws other than the laws of the federal laws applicable to securities. This opinion opines upon federal law including the statutory provisions, all applicable provisions of the statutes and reported judicial decisions interpreting those laws.

We hereby consent to the filing of this opinion as an exhibit to the Offering Circular and to the reference to our firm under the caption “Legal Matters” in the Offering Circular. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

White and Williams LLP