Current Report Filing (8-k)

Common stock

2,500,000 Class A Common Shares

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

September 9, 2014
Date of Report (Date of earliest event reported)

MINDESTA INC.
(Exact name of registrant as specified in its charter)

Delaware	11-3763974
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

429 Kent Street unit 112, Ottawa, Ontario, Canada K2P 2B4.
(Address of Principal Executive Offices (Zip Code)

Suite 201, 290 Picton Avenue, Ottawa, Ontario, Canada K1Z 8P8
( Former Address of Principal Executive Offices) (Zip Code)

(613) 241-9959
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d -2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e -4(c))

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This report contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements include, among other things, statements relating to the implementation of the Company’s business plan,.; our ability to obtain additional capital in the future to fund our planned expansion; the demand and growth of oral delivery systems for a variety of drugs and general economic factors.

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On September 9, 2014 (the “Closing Date”), Mindesta, Inc. ( “Mindesta”, “we”, “our” or the “Company”) entered into a Share Exchange Agreement (the “ Exchange Agreement”) with CTT Pharmaceuticals, Inc., f/k/a Fenwafe Inc., an entity organized under the Canadian Corporations Business Act in March 2007 (“CTT” or “CTT Pharma”), and the shareholders of CTT Pharma whereby Mindesta acquired all of the issued and outstanding shares of common stock of CTT Pharma in consideration for the issuance of 149,183,285 shares of Mindesta common stock of which CTT Pharma instructed Mindesta to issue 8,444,337 to Capital Financial. (The shares of common stock issued to Capital Financial was an obligation incurred by CTT Pharma.)

The 140,738,948 restricted shares of Mindesta common stock issued to former CTT Pharma stockholders and the 8,444,337 shares of Mindesta restricted shares issued at closing represent approximately 80% of the then issued and outstanding common stock of Mindesta.

As a result of the transactions effected by the Exchange Agreement, at closing CTT Pharma became a wholly owned subsidiary of Mindesta and Mindesta has abandoned all of its previous business operations with the business of CTT Pharma now being Mindesta’s sole business. CTT Pharma is a development stage company with limited operations to date focused on developing an oral delivery system of medication contained on a disposable film.

The Exchange Agreement also provided for, among other things, (i) the appointment and resignation certain directors and executive officers at closing, which disclosure is found below under “Item 5.01” of this current report. Further, we intend to amend the Company’s certificate of incorporation to change the Company’s name to CTT Pharmaceuticals, Inc.

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FORM 10 DISCLOSURE

Immediately prior to the transaction described above, we were deemed a shell company, as defined in Rule 12b-2 under the Securities Exchange Act of 1934 (the “Exchange Act”). Item 2.01(f) of Form 8-K provides that under these circumstances, a registrant must include with its disclosure the information that would be required if the registrant were filing a general form for registration of securities on Form 10 under the Exchange Act. Accordingly, we are providing below the information that would normally be included with a Form 10. Please note that the information provided below relates to the combined enterprises after the acquisition of CTT Pharna by Mindesta, except that information regarding periods prior to the date of the acquisition only relates to the pre-exchange corporation unless otherwise specifically indicated.

DESCRIPTION OF BUSINESS

Corporate History and Background

BACKGROUND:

Mindesta Inc. (“Mindesta” or "the Company"), a Delaware Corporation, was incorporated on November 6, 1996 under the name Winchester Mining Corp. The name of the Company was changed to PNW Capital, Inc. on May 16, 2000. In 2002, PNW Capital, Inc. acquired Industrial Minerals Incorporated, a private Nevada Corporation, and changed its name to Industrial Minerals, Inc.

Effective July 26, 2011, the Company adopted the new name of “Mindesta Inc.”. In conjunction with this action, the Company consolidated its stock on a 20:1 basis.

Until the acquisition of CTT Pharma, the Company was an exploration stage mining company. Prior to 2012, the Company’s sole asset and primary focus was its investment in Northern Graphite Corporation (“Northern”).

On December 12, 2011, the Board of Directors declared a pro rata dividend-in-kind, payable January 25, 2012 to shareholders of record as at January 5, 2012, whereby most of the shares of Northern owned by the Company would be distributed to Mindesta shareholders. At the close of trading on January 25, 2012, Mindesta completed this distribution to Company shareholders of a majority of the shares of Northern common stock owned by the Company. The Distribution of 9,413,581 shares of Northern owned by the Company (approximately 25% of the Northern common shares outstanding) was made to Company shareholders on the basis of one share of Northern for each share of the Company. The U.S. Financial Industry Regulatory Authority (“FINRA”) established January 26, 2012 as the ex-dividend date (the “Ex-Dividend Date”) for this distribution.

During 2012 and 2013 we carried out further mineral exploration in east Africa without success.

In May, 2014 the Company completed a non brokered private placement consisting of the sale of 15,783,332 units at a price of US$0.015 per unit for total proceeds of US$236,750. Each unit consists of one common share and one half of a share purchase warrant. Each whole warrant entitles the holder to purchase one common share at a price of $0.0175 until December 31, 2016.

In May, 2014, Mindesta has reached agreement with Nubian Gold Corporation (“Nubian”) to convert the US$100,000 that is owed to Nubian by the Company, and in turn by Nubian to its major shareholder Gregory Bowes, into 10,000,000 common shares of the Company at a price of $0.01 per share. Mr. Bowes and related companies have also agreed to restructure the balance of funds owing to them by the Company being approximately $142,000. Approximately $22,000 in interest will be forgiven, $50,000 will be repayable immediately and the balance will be repayable in one year. Mr. Bowes is also director and officer of Mindesta.

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On the Closing Date we acquired all of the issued and outstanding shares of common stock of CTT Pharma in exchange for the issuance of 149,183,285 shares of our common stock of which 8,444,337 shares were issued to Capital Financial (the “Finder Fee Shares”).

The Finder Fee Shares were issued to Capital Financial in connection with a Finder’s Fee Agreement between CTT Pharma and Capital Financial. But for the Finder’s Fee Agreement, the Finder Fee Shares would have been issued to the CTT Phama shareholders.

As a result of the foregoing transactions, there are 184,368,022 shares of our common stock issued and outstanding.

CTT PHARMA

CTT Pharma specializes in drug delivery systems technology within the pharmaceutical industry. CTT Pharma’s focus is fast dissolving drug delivery systems. The company’s revolutionary technology platform includes the development of advanced oral delivery thin wafers infused with both natural and/or synthetic cannabis extracts (THC, annabinoids, Terpenes) to deliver treatment as an alternate to smoking and ingestion.

CTT Pharma is a developmental stage company which has had limited operations to date. Its principal asset is a patented orally administered wafer (the “Wafer”).

On November 9, 2010 Pankaj Modi was issued Canadian Patent CA 2624110 C and subsequently on January 7, 2014, Pankaj Modi, our Chief Executive Officer (CEO) , was issued US Patent Number 8,823,401 B2 in connection with the wafer formulation. On August 29, 2013 these was subsequently assigned to CTT Pharmaceutical Inc., f/k/a Fenwafe Inc.

The Wafer is an orally administrable wafer comprising at least one physiologically acceptable film forming agent. The wafer is formed by mixing the film-forming agent with an aqueous solution to form a gel and exposing the gel to a plurality of heating and cooling cycles. The wafer formulation relates to a rapidly dissolving formulation suitable for oral administration.

The wafer is treated with a pharmaceutical agent designed to reduce or treat a medical condition.

It is anticipated that CTT Pharma will develop a cannabis based wafer formulated for pain relief and the side effects of cancer treatment. While management has broad discretion as to the Wafer’s formulation, we believe that delivery of cannabis extract represents a unique opportunity in a niche market.

PAIN MANAGEMENT

Medical efforts to treat pain, known as "pain management", address a large market, as clinical pain is a worldwide problem with serious health and economic consequences.

For example, in the United States, medical economists estimate that the effects of pain result in approximately $ I00 billion in costs annually, including an estimated $515 million in lost work days. According to the National Institute of Health, approximately 40 million Americans are unable to find relief from their pain. This includes approximately one million cancer patients that suffer from severe pain at any given time, and an estimated l 0% of the more than 200,000 AIDS patients that suffer severe pain.

Drugs are a key element in the treatment of pain. The worldwide market for pain was about $40.7 bill ion in 2004. The pain management market has grown immensely in recent years and is expected to continue to grow significantly. The pain management market has grown by more than 34% per year during the past five years. This is likely due to a number of factors, such as, a rapidly aging population, patient demand for rapid effective pain relief, increasing recognition of the therapeutic and economic benefits of rapid and effective pain management by physicians, healthcare providers and payers, and longer survival times for patients with painful chronic conditions, such as cancer and AIDS.

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Many different kinds of pain exist including acute, chronic, persistent and breakthrough pain. As well, there exist different approaches to treat pain. Opiates are typically prescribed to manage moderate-to-severe acute or chronic breakthrough pain due to the fact that fast-acting, short-lived opiates can provide rapid delivery. The most common acute use of opioids is for post-surgical pain. Opiates drugs used to treat acute pan include intravenous fentanyl, hydrocodone and oral oxycodone, which provide rapid pain relief but pose a huge risk of addiction and dependency. We believe that our cannabis Wafers can provide the same type of pain relief as opiates without the risks of addiction.

The route of administration of any medication is an important consideration. Although many patients prefer oral administration of medications, oral medication is not always "fast-acting", a property which is clearly desirable in the treatment of acute breakthrough pain. Also, orally administrable medications are generally provided in the form of solid shaped articles such as tablets, pills, caplets and capsules that retain their shape under moderate pressure. Some patients, particularly pediatric and geriatric patients, have difficulty administering an oral medication due to inability to swallow, nausea or other gastrointestinal problems. Breakthrough pain medications can be taken in other ways, including by injection, under the tongue (sublingual), rectally, or transmucosally absorbed in the mouth but not swallowed; however, these forms of administration are often not as "fast-acting" as would be desired.

Liquid, syrups or suspensions are an alternative to solid dosage forms and are often preferred for pediatric and geriatric patients who have problems swallowing tablets.

However, these dosage forms can be difficult to measure accurately and administer easily. Liquid formulations often deteriorate rapidly upon exposure to heat or other atmospheric conditions and consequently have a relatively short shelf life. Furthermore, liquid formulations require a relatively large volume and are bulky to store.

The bitter after-taste of many drugs which are orally administered, such as tablets, capsules or suspensions, often contributes to patient non-compliance in taking medicine. Apart from the taste of a chewable nutritional supplement, the 'mouth-feel' of the supplement must also be taken into account. 'Mouth-feel' is a concept that encompasses non-taste-related aspects of the sensation experienced by a person while chewing or swallowing a nutritional supplement. Aspects of mouth-feel include the hardness and brittleness of a composition, whether the composition is chewy, gritty, oily, creamy, watery, sticky, easily dissolved, astringent, effervescent, and the like, and the size, shape, and form (tablet, powder, gel, etc.) of the composition.

In view of the foregoing, there remains a need to develop a formulation for the oral delivery of a pharmaceutical agent that overcomes at least one of the disadvantages of prior formulations. CTT Pharma’s wafer technology has overcome many of these problems A "pharmaceutical agent" refers to any compound useful to treat or reduce the symptoms of a medical condition. Examples of pharmaceutical agents include:

	•	antimicrobial agents, such as triclosan,
	•	non-steroidal anti-inflammatory drugs, such as aspirin, acetaminophen and ibuprofen;
	•	decongestants, such as pseudoephedrine hydrochloride and phenylepherine;
	•	anti-histamines, such as brompheniramine maleate and chlorpheniramine maleate,
	•	expectorants, such as guaifenesin, ipecac, potassium iodide, terpin; anti-diarrheals, such a loperamide;

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	•	general nonselective CNS depressants, such as barbiturates;
	•	general nonselective CNS stimulants such as caffeine and nicotine;
	•	antiparkinsonism drugs such as levodopa;
	•	opioid analgesics such as codeine, morphine, fentanyl, heroin, hydrocodone, normorphine, opium, oxycodone, and oxymorphine; analgesic-antipyretics such as salycilates and phenylbutazone;
	•	psychopharmacological drugs such as chlorpromazine and methotrimeprazine; and
	•	hypnotics, sedatives, antiepileptics, awakening agents

Thus, a wafer formulation is an effective tool in the treatment of many diseases.

THE WAFER

Our wafer is an orally administrable paper-thin polymer films used as carriers for pharmaceutical agents. The Wafer rapidly dissolves to release the pharmaceutical agent as soon as it comes in contact with saliva, thus obviating the need for water during administration. This attribute makes the wafer highly attractive for pediatric and geriatric patients due to the difficulty in swallowing conventional tablets and capsules.

The wafer is advantageously stable but readily dissolves on oral administration. Accordingly, the wafer is suitable for the oral administration of a compound such as a pharmaceutical agent to permit rapid release and onset of activity of the compound incorporated within the wafer. Our orally administered wafer comprises at least one physiologically acceptable film forming agent and an aqueous solvent characterized by a dissolution rate of at least about 2 mg/s in an aqueous environment. Our intent is to focus on cannabis as a physiologically acceptable film forming agent.

There are several different aspects to our orally administered agents:

At least one physiologically acceptable film forming agent, wherein said wafer is formed by exposing an aqueous mixture of the film forming agent to a plurality of heating and cooling cycles.
A pharmaceutical agent and at least one physiologically acceptable film forming agent, wherein the pharmaceutical agent is present in a pre-defined quantity.

To incorporate a pharmaceutical agent into a wafer according to the invention, the pharmaceutical agent is dissolved in an aqueous solution and added to a gel formed by an aqueous mixture of a selected film-forming agent. The wafer-forming heating and cooling cycles are then applied to the admixture of the pharmaceutical agent. Delivery of a pharmaceutical agent via an orally administrable wafer provides a mechanism for rapid access to the activity of the pharmaceutical agent in comparison with currently available orally administrable formulations. The wafer exhibits a very rapid rate of dissolution in an aqueous environment and, thus, provides expedited delivery of a pharmaceutical agent which translates into accelerated access to the activity of the pharmaceutical agent.

In addition, the present wafer formulation provides a rapidly dissolving oral dosage form comprising a defined quantity or dose of pharmaceutical agent not previously attainable. While prior batch extrusion methods for making film-like products cannot be used to generate dosage forms comprising a defined quantity of pharmaceutical agent, the heating/cooling cycling method of making the present wafer provides this capability.

Our Wafer is superior to other pharmaceutical delivery systems in that these delivery systems are limited due to poor bioavailability, slow on-set of action or variable absorption. In those cases, our technology may increase the benefit of the therapy by improving bioavailability or absorption or by decreasing time to onset of action.

The wafer formulations can be enhanced in a number of ways to include:

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	•	Saliva stimulating agents
	•	Plasticizing agents
	•	Cooling agents
	•	Stabilizing agents
	o	Thickening agents
	o	Artificial sweeteners
	o	Binding agents
	o	Colorants

A "pharmaceutical agent" refers to any compound useful to treat or reduce the symptoms of a medical condition. Examples of pharmaceutical agents include:

	•	antimicrobial agents, such as triclosan,
	•	non-steroidal anti-inflammatory drugs, such as aspirin, acetaminophen and ibuprofen;
	•	decongestants, such as pseudoephedrine hydrochloride and phenylepherine;
	•	anti-histamines, such as brompheniramine maleate and chlorpheniramine maleate;
	•	expectorants, such as guaifenesin, ipecac, potassium iodide, terpin;
	•	anti-diarrheals, such a loperamide;
	•	general nonselective CNS depressants, such as barbiturates;
	•	general nonselective CNS stimulants such as caffeine and nicotine;
	•	antiparkinsonism drugs such as levodopa;
	•	opioid analgesics such as codeine, morphine, fentanyl, heroin, hydrocodone, , normorphine, opium, oxycodone, and oxymorphine; analgesic-antipyretics such as salycilates and phenylbutazone;
	•	psychopharmacological drugs such as chlorpromazine and methotrimeprazine; and
	•	hypnotics, sedatives, antiepileptics, awakening agents

Thus, a wafer formulation is an effective tool in the treatment of many diseases.

To incorporate a pharmaceutical agent into a wafer, the pharmaceutical agent is dissolved in an aqueous solution and added to a gel formed by an aqueous mixture of a selected film-forming agent. The wafer-forming heating and cooling cycles are then applied to the admixture of the pharmaceutical agent.

Delivery of a pharmaceutical agent via an orally administrable wafer provides a mechanism for rapid access to the activity of the pharmaceutical agent in comparison with currently available orally administrable formulations. The wafer exhibits a very rapid rate of dissolution in an aqueous environment and, thus, provides expedited delivery of a pharmaceutical agent which translates into accelerated access to the activity of the pharmaceutical agent.

In addition, the present wafer formulation provides a rapidly dissolving oral dosage form comprising a defined quantity or dose of pharmaceutical agent not previously attainable. While prior batch extrusion methods for making film-like products cannot be used to generate dosage forms comprising a defined quantity of pharmaceutical agent, the heating/cooling cycling method of making the present wafer provides this capability.

The wafer formulations can be enhanced in a number of ways to include:

	•	Saliva stimulating agents
	•	Plasticizing agents
	•	Cooling agents
	•	Stabilizing agents
	o	Thickening agents
	o	Artificial sweeteners

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	o	Binding agents
	o	Colorants

Preparing the wafer comprises the following steps:

1. Mixing at least one physiologically acceptable film forming agent with an aqueous solution to form a gel; and

2. Exposing the gel to cycles of heating and cooling to transform the gel mixture

An orally administrable wafer may be made using one or more physiologically acceptable film forming agents. The term "physiologically acceptable" refers to film-forming agents that are acceptable for consumption and that exhibit minimal or no adverse side effects on consumption. Suitable film-forming agents for use to make the wafer include pullulan, hydroxypropylmethyl cellulose, hydroxyethyl cellulose, hydroxypropyl cellulose, alcohol, high amylase starch, dextrin, pectin, chitin, chitosan, levan, elsinan and mixtures thereof. A preferred film forming agent is pullulan. Another preferred film forming agent is a mixture of pullulan, PEG and poly vinyl alcohol and carrageenan.

Secondary film forming agents may be added to the formulation to optimize wafer characteristics such as tensile strength, stability, flexibility and brittleness including agents such xanthan gum, tragacanth gum, guar gum, acacia gum, arabic gum, collagen, gelatin, zein, gluten, soy protein isolate, whey protein isolate, casein and mixtures thereof. The amount of secondary film forming agent will vary depending on the primary film forming agent used as well as the desired properties of the wafer.

The one or more selected film-forming agents are dissolved in an aqueous solution to form a gel. The aqueous solution may simply be water, or a water-based solution such as mixtures of water and ethyl alcohol. Generally, a gel is formed by mixing a 4:1 ratio of film forming agent to aqueous solution. One of skill in the art will appreciate that this may vary with the selected film forming agent and aqueous solution.

To form the wafer, a novel method is employed comprising exposing the gel to a plurality of heating and cooling cycles. Thus, the gel is exposed to a period of heating in which the gel is rapidly heated to a temperature of up to about 90 °C. Following the heating period, the gel is exposed to a cooling or non-heating period. This cycle may be repeated multiple times.

The result of the multiple heating and cooling cycles on the gel is a wafer having unique morphological characteristics that confer on it a very high rate of dissolution that exceeds the dissolution rate of other film-like formulations.. The rapid dissolution rate of the wafer results in very rapid absorption of the components makes it a suitable means to orally deliver a pharmaceutical agent. Thus, the wafer exhibits maximum or peak absorption of a component therein within about 5-10 minutes which is at least comparable or less than the absorption time for a component administered intravenously.

The wafer is extremely thin which contributes to its rapid dissolution and ease of administration.

Overview of Drug Delivery Industry

The drug delivery industry develops technologies for the improved administration of drugs. Drug delivery companies may seek to develop products on their own that would be patent-protected by applying proprietary technologies to off-patent pharmaceutical products. Primarily, drug delivery technologies are focused on improving safety, efficacy, ease of patient use and/or patient compliance. Pharmaceutical and biotechnology companies consider improved drug delivery as a means of gaining competitive advantage over their peers. Pain management is a prime target for the drug delivery industry for a number of reasons. Most delivery systems are administered by injection, transdermal or traditional oral delivery systems. Many of these delivery systems address large markets for which there is an established medical need. Alternative delivery systems for pharmaceutical agents are widely used, as physicians are familiar with them and accustomed to prescribing them. However, therapeutic benefits vary significantly.

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Poor patient acceptance of other delivery systems, especially injection therapies can lead to medical complications. In addition, injections can often require incremental costs associated with administration in hospitals or doctors’ offices.

We believe that patient acceptance of and adherence to a dosing regimen is higher for orally delivered medications than it is for non-orally delivered medications. Our business strategy is partly based upon our belief that our Wafer is an efficient and safe delivery system which represents a significant commercial opportunity.

Leading Current Approaches to Drug Delivery

Transdermal (via the skin) and “Needleless” Injection

Penetration into or through the skin is neither efficient nor ineffective. Some pharmaceutical agents can be transported across the skin barrier into the bloodstream. However absorption rates are significantly less than with our Wafer.

Nasal (via the nose)

The nasal route (through the membranes of the nasal passage) of drug administration has been limited by low and variable bioavailability for proteins and peptides. As a result, penetration enhancers often are used with nasal delivery to increase bioavailability. These enhancers may cause local irritation to the nasal tissue and may result in safety concerns with long-term use.

Pulmonary (via the lung)

Pulmonary delivery (through the membranes of the lungs) of drugs is emerging as a delivery route for large molecules. Although local delivery of respiratory drugs to the lungs is common, the systemic delivery (i.e., delivery of the drugs to the peripheral vasculature) of macromolecular drugs is less common because it requires new formulations and delivery technologies to achieve efficient, safe and reproducible dosing.

Intraoral (via the membranes in the mouth)

Intraoral delivery is also emerging as a delivery route for large molecules. Buccal delivery (through the membrane of the cheek) and sublingual delivery (through the membrane under the tongue) are forms of intraoral delivery.

Oral (via the mouth)

We believe that the oral method of administration is the most patient-friendly option, in that it offers convenience, is a familiar method of administration that enables increased compliance and, for some therapies, may be considered the most physiologically appropriate. We, and other drug delivery and pharmaceutical companies, have developed or are developing technologies for oral delivery of drugs. We believe that our Wafer provides an important competitive advantage in the oral route of administration because it does not alter the chemical composition of the therapeutic macromolecules. Further, we believe that our Wafer will be preferred to oral delivery systems because of the quantity or frequency of the dosage, the physical size of the capsule or tablet being swallowed or the taste. For example, in an oral liquid formulation, patient compliance was hindered by patients’ distaste for the liquid being administered. In addition, patients and the marketplace will more likely respond favorably to improvements in absorption, efficacy, safety, or other attributes of our Wafer.

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Patents and Other Forms of Intellectual Property

Our success depends, in part, on our ability to obtain patents, maintain trade secret protection, and operate without infringing the proprietary rights of others (please refer to Part I, Item 1A “ Risk Factors ” for further discussion of how our business will suffer if we cannot adequately protect our patent and proprietary rights”). We seek patent protection on various aspects of our proprietary chemical and pharmaceutical delivery technologies, including the delivery agent compounds and the structures which encompass our Wafer. Its method of preparation and the combination of our compounds with a pharmaceutical agent.

On January 7, 2014 the United States Patent and Trademark Office issued Patent Number 8,623,401 B2 to Panka Modi for his wafer formulation. On November 9, 2010 the Canadian Intellectual Property Office issued Patent Number 2,624,110 to Dr, Modi for his wafer formulation. Both patents were subsequently assigned to CTT Pharma.

We intend to file additional patent applications when appropriate and to aggressively prosecute, enforce, and defend our patents and other proprietary technology.

We also rely on trade secrets, know-how, and continuing innovation in an effort to develop and maintain our competitive position. Patent law relating to the patentability and scope of claims in the biotechnology and pharmaceutical fields is evolving and our patent rights are subject to this additional uncertainty.

Others may independently develop similar product candidates or technologies or, if patents are issued to us, design around any products or processes covered by our patents. We expect to continue, when appropriate, to file product and other patent applications with respect to our inventions. However, we may not file any such applications or, if filed, the patents may not be issued. Patents issued to or licensed by us may be infringed by the products or processes of others.

Defense and enforcement of our intellectual property rights can be expensive and time consuming, even if the outcome is favorable to us. It is possible that the patents issued to or licensed to us will be successfully challenged, that a court may find that we are infringing validly issued patents of third parties, or that we may have to alter or discontinue the development of our products or pay licensing fees to take into account patent rights of third parties.

Our delivery agents will be manufactured by third parties. Although there are a limited number of duly licensed manufacturing facilities which will be licensed to produced a cannabis wafer, we do not believe that there will be difficulty in securing a manufacturer.

Commercialization

We believe that the Wafer positions us as a viable commercial-stage entity, anchored by our pain management film and cannabis wafer. As we transition to this strategy, we remain dedicated to further realizing the full potential and commercial value of our patented technology.

We recognize, however, that further development, exploration and commercialization of our technology entails substantial risk and requires significant operational expenditures. We continue to refocus our efforts on strategic development initiatives to reduce non-strategic spending aggressively, and seek to obtain the funding necessary to implement our new corporate strategy. There can be no assurances, however, that the Company will be able to secure adequate funding to meet its current obligations and successfully pursue its strategic direction. Furthermore, despite our optimism regarding the Wafer, even in the event that the Company is adequately funded, there is no guarantee that any of our products or product candidates will perform as hoped or that such products can be successfully commercialized.

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Competition

Our success depends in part upon maintaining a competitive position in the development of pharmaceutical agents suitable for our delivery system. We compete in an evolving field in which developments are expected to continue at a rapid pace. We compete with other drug delivery, biotechnology and pharmaceutical companies, research organizations, individual scientists and non-profit organizations engaged in the development of alternative drug delivery technologies or new drug research and testing, and with entities developing new drugs that may be orally active. Our product candidates compete against alternative therapies or alternative delivery systems for each of the medical conditions our product candidates address, independent of the means of delivery. Many of our competitors have substantially greater research and development capabilities, experience, marketing, financial and managerial resources than we have

The pharmaceutical and biotechnology industry is characterized by intense competition, rapid product development and technological change. Most of our potential competitors are large, well established pharmaceutical, chemical or healthcare companies with considerably greater financial, marketing, sales and technical resources than are available to us. Additionally, many of our potential competitors have research and development capabilities that may allow such competitors to develop new or improved products that may compete with our Wafers. Our Wafers could be made uneconomical by the development of new products to treat the conditions to be addressed by our developments, technological advances affecting the cost of production, or marketing or pricing actions by one or more of our potential competitors. Our business, financial condition and results of operation could be materially adversely affected by any one or more of such developments. We cannot assure you that we will be able to compete successfully against current or future competitors or that competition will not have a material adverse effect on our business, financial condition and results of operations. Academic institutions, governmental agencies and other public and private research organizations are also conducting research activities and seeking patent protection and may commercialize products on their own or with the assistance of major health care companies in areas where we are developing product candidates. We are aware of certain development projects for products to treat or prevent certain diseases targeted by us, and the existence of these potential products or other products or treatments of which we are not aware, or products or treatments that may be developed in the future, may adversely affect the marketability of products developed by us.

In the area of advanced drug delivery, a number of companies are developing or evaluating enhanced drug delivery systems. We expect that technological developments will occur at a rapid rate and that competition is likely to intensify as various alternative delivery system technologies achieve similar if not identical advantages. Many of our competitors have greater financial and other resources, including larger research and development, marketing and manufacturing organizations. As a result, our competitors may successfully develop technologies and drugs that are more effective or less costly than any that we are developing or which would render our technology and future products obsolete and noncompetitive.

Our Operations

We have limited operations to date. We do not have a manufacturing facility. We will rely on third party manufacturers to produce our Wafers.

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Research and Development

During the fiscal years ended December 31, 2013 and 2012, we did not incur expenses for research and development.

Properties

Our corporate headquarters are located at 429 Kent Street, Ottawa, Ontario K2P 1B5. We lease approximately 500 square feet under a free open lease agreement to date but commencing August 15th. Our monthly rent is $1,000.00. We do not anticipate any problems in securing additional office space if needed.

Employees

Except for our officers and directors, as of August 1, 2014, we had no full time employees. We do have two part time employees. We anticipate adding additional employees, when adequate funds are available, and will continue using independent contractors, consultants, attorneys and accountants as necessary, to complement services rendered by our employees.

Government Regulation

Our operations and product candidates under development are subject to extensive regulation by the FDA, other governmental authorities in the U.S. and governmental authorities in other countries.

The facilities of each company involved in the commercial manufacturing, processing, testing, control and labeling of pharmaceutical products must be registered with and approved by the FDA. Continued registration requires compliance with GMP regulations and the FDA conducts periodic establishment inspections to confirm continued compliance with its regulations. We are subject to various federal, state and local laws, regulations and recommendations relating to such matters as laboratory and manufacturing practices and the use, handling and disposal of hazardous or potentially hazardous substances used in connection with our research and development work.

While we do not currently manufacture any commercial products ourselves, if we did, we would bear additional cost of FDA compliance.

In addition, the distribution of prescription pharmaceutical products in the United States is subject to the Prescription Drug Marketing Act, or PDMA, which regulates the distribution and recordkeeping requirements for drugs and drug samples at the federal level, and sets minimum standards for the registration and regulation of drug distributors by the states. Both the PDMA and state laws limit the distribution of prescription pharmaceutical product samples and impose requirements to ensure accountability in distribution.

We are also subject to various federal and state laws pertaining to health care “fraud and abuse” issues, including anti-kickback laws and false claims laws. Anti-kickback laws make it illegal for a prescription drug manufacturer to solicit, offer, receive, or pay any remuneration in exchange for, or to induce, the referral of business, including the purchase or prescribing of a particular drug. False claims laws prohibit anyone from knowingly and willfully presenting, or causing to be presented for payment to the United States government, including Medicare and Medicaid, claims for reimbursed drugs or services that are false or fraudulent, claims for items or services not provided as claimed, or claims for medically unnecessary items or services. We have adopted the Pharmaceutical Research and Manufacturers of America Code on Interactions with Healthcare Professionals, which is a voluntary industry code developed to establish standards for interactions with and communications to healthcare professionals and we have adopted processes that we believe enhance compliance with this code and applicable federal and state laws.

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The use of cannabis as a pharmaceutical agent in our Wafers

MEDICAL MARIJUANA

As discussed above, the Company’s wafers can address a myriad of medical issues. With increased awareness of the medicinal benefits of cannabis, the Company’s initial focus will be a cannabis wafer.

In the United States, and most developed countries, cannabis is a controlled substance. Our Wafers will be categorized as a controlled substance under the federal Controlled Substances Act of 1970, or CSA. Controlled substances that are pharmaceutical products are subject to a high degree of regulation under the CSA, which establishes, among other things, certain registration, manufacturing quotas, security, recordkeeping, reporting, import, export and other requirements administered by the DEA. The DEA classifies controlled substances into five schedules: Schedule I, II, III, IV or V substances. Schedule I substances by definition have a high potential for abuse, not currently "accepted medical use" in the United States, lack accepted safety for use under medical supervision, and may not be prescribed, marketed or sold in the United States. Pharmaceutical products approved for use in the United States may be listed as Schedule II, III, IV or V, with Schedule II substances considered to present the highest potential for abuse or dependence and Schedule V substances the lowest relative risk of abuse among such substances. Schedule I and II drugs are subject to the strictest controls under the CSA, including manufacturing and procurement quotas, security requirements and criteria for importation. In addition, dispensing of Schedule II drugs is further restricted. For example, they may not be refilled without a new prescription.

While cannabis is a Schedule I controlled substance, products approved for medical use in the United States that contain cannabis or cannabis extracts may be required to be placed in Schedules II—V, since approval by the FDA satisfies the "accepted medical use" requirement. If any proposed products developed receive FDA approval, the DEA will make a scheduling determination and place it in a schedule other than Schedule I in order for it to be prescribed to patients in the United States. Consequently, its manufacture, importation, exportation, domestic distribution, storage, sale and legitimate use may be subject to a significant degree of regulation by the DEA. In addition, the scheduling process may take one or more years, thereby delaying the launch of any product in the United States. Furthermore, if the FDA, DEA, or any foreign regulatory authority determines that any product may have potential for abuse, it may require us to generate more clinical or other data than we currently anticipate to establish whether or to what extent the substance has an abuse potential, which could increase the cost and/or delay the launch of any proposed product.

Facilities conducting research, manufacturing, distributing, importing or exporting, or dispensing controlled substances must be registered (licensed) to perform these activities and have the security, control, recordkeeping, reporting and inventory mechanisms required by the DEA or other state reporting agency to prevent drug loss and diversion. All these facilities must renew their registrations annually, except dispensing facilities, which must renew every three years. The DEA conducts periodic inspections of certain registered establishments that handle controlled substances. Obtaining the necessary registrations may result in delay of the importation, manufacturing or distribution of any products.

Furthermore, failure to maintain compliance with the CSA, particularly non-compliance resulting in loss or diversion, can result in regulatory action that could have a material adverse effect on our business, financial condition and results of operations. The DEA may seek civil penalties, refuse to renew necessary registrations, or initiate proceedings to restrict, suspend or revoke those registrations. In certain circumstances, violations could lead to criminal proceedings.

Controlled substances are also subject to regulation at the state level. Individual states have also established controlled substance laws and regulations. Though state-controlled substances laws often mirror federal law, because the states are separate jurisdictions, they may separately schedule any product candidates as well. While some states automatically schedule a drug based on federal action, other states schedule drugs through rulemaking or a legislative action. State scheduling may delay commercial sale of any product for which we obtain federal regulatory approval and adverse scheduling could have a material adverse effect on the commercial attractiveness of such product. We will need to obtain separate state registrations, permits or licenses in order to be able to obtain, handle, and distribute controlled substances for clinical trials or commercial sale, and failure to meet applicable regulatory requirements could lead to enforcement and sanctions by the states in addition to those from the DEA or otherwise arising under federal law.

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Manufacturing:

Any manufacturing, packaging or relabeling in the United States, is subject to the DEA's annual manufacturing and procurement quota requirements. Additionally, regardless of the scheduling of any product, cannabis comprising the active ingredient in the final dosage form are currently Schedule I controlled substances and would be subject to such quotas as these substances could remain listed on Schedule I. The annual quota allocated to us or our contract manufacturers for the active ingredient in any product may not be sufficient to meet commercial demand or complete clinical trials. Consequently, any delay or refusal by the DEA in establishing our, or our contract manufacturers', procurement and/or production quota for controlled substances could delay or stop our product launches, which could have a material adverse effect on our business, financial position and operations.

Distribution:

If our Wafers are scheduled as Schedule II or III, we will need to identify wholesale distributors with the appropriate DEA registrations and authority to distribute the product to pharmacies and other health care providers. We would need to identify distributors to distribute the product to pharmacies; these distributors would need to obtain Schedule II or III distribution registrations. The failure to obtain, or delay in obtaining, or the loss any of those registrations could result in increased costs to us.

Marijuana remains illegal under federal law:

Marijuana remains illegal under federal law. It is a schedule-I controlled substance. Even in those jurisdictions in which the use of medical marijuana has been legalized at the state level, its prescription is a violation of federal law. The United States Supreme Court has ruled in United States v. Oakland Cannabis Buyers’ Coop. and Gonzales v. Raich that it is the federal government that has the right to regulate and criminalize cannabis, even for medical purposes. Therefore, federal law criminalizing the use of marijuana trumps state laws that legalize its use for medicinal purposes. At present the states are standing tall against the federal government, maintaining existing laws and passing new ones in this area. This may be because the Obama administration has made a policy decision to allow states to implement these laws and not prosecute anyone operating in accordance with applicable state law. However, we face another presidential election cycle in 2016, and a new administration could introduce a less favorable policy. A change in the federal attitude towards enforcement could cripple the industry.

VETERINARIAN MEDICINE

Our orally dissolving wafers are an excellent fast dissolving drug delivery system which can be used by veterinarians to treat dogs, cats and other animals who would ordinarily be given a pill or injection.

The wafers will be much easier to administer than traditional delivery systems such as pills or injections. The wafers will dissolve on contact with saliva and will be flavored with chicken, meat or fish.

Like with humans the therapeutic benefits of the medication will be absorbed a significantly faster rate than through traditional delivery systems. Further, our wafers will save time and money as the wafers can be administered easily by the staff or pet owner.

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RISK FACTORS

THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES WE FACE. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN OR THAT WE CURRENTLY DEEM IMMATERIAL MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS COULD BE MATERIALLY ADVERSELY AFFECTED. IN SUCH CASE, WE MAY NOT BE ABLE TO PROCEED WITH OUR PLANNED OPERATIONS AND YOUR INVESTMENT MAY BE LOST ENTIRELY.

We have a limited operating history, and may not be successful in developing profitable business operations.

With the acquisition of CTT Pharma, we abandoned our previous business ventures and adopted the business of CTT Pharma. CTT Pharma is a development stage company focused in developing an oral delivery system for medications on dispersable film. CTT Pharma was organized in March 8, 2007. Accordingly, we have a limited operating history. Our business operations must be considered in light of the risks, expenses and difficulties frequently encountered in establishing a new delivery system for medications including cannabis. As of the date of this report, we have not generated any revenues and have limited assets. There is nothing at this time on which to base an assumption that our business operations will be successful in the long-term. Our future operating results will depend on many factors, including:

our ability to raise adequate working capital;
success of in developing and marketing the oral delivery system;
demand for an oral delivery system;
increased legalization of cannabis for medical and recreational usage;
offer a larger variety of medications utilizing the oral delivery system;
the level of our competition; and
our ability to attract and maintain key management and employees.

While our officers and directors have significant experience in the medical field, there can be no assurance that this experience will help us fully implement our business plan. Our prospects for success must be considered in the context of a new company in a highly competitive industry with few barriers to entry.

We have limited capital and will need to raise additional capital in the future.

We do not currently have sufficient capital to fund both our continuing operations and our planned growth. We will require additional capital to continue to expand our oral delivery system which makes use of a dispersable film. We may be unable to obtain additional capital when required. Future business development activities, as well as our administrative requirements (such as salaries, insurance expenses and general overhead expenses, as well as legal compliance costs and accounting expenses) will require a substantial amount of additional capital and cash flow.

We may pursue sources of additional capital through various financing transactions or arrangements, including joint venturing of projects, debt financing, equity financing or other means. We may not be successful in identifying suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means. If we do not succeed in raising additional capital, our resources may not be sufficient to fund our planned operations.

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Any additional capital raised through the sale of equity may dilute the ownership percentage of our stockholders. Raising any such capital could also result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool of outstanding equity. The terms of securities we issue in future capital transactions may be more favorable to our new investors, and may include preferences, superior voting rights and the issuance of other derivative securities, and issuances of incentive awards under equity employee incentive plans, which may have a further dilutive effect.

Our ability to obtain financing, if and when necessary, may be impaired by such factors as the capital markets (both generally and in our industry in particular), our limited operating history, national unemployment rates and the departure of key employees. Further, economic downturns will likely decrease our revenues may increase our requirements for capital. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs (even to the extent that we reduce our operations), we may be required to cease our operations, divest our assets at unattractive prices or obtain financing on unattractive terms.

There is substantial doubt about our ability to continue as a going concern

As of May 31, 2014 CTT Pharma has not yet generated any revenues and has an accumulated deficit of $208,569. We expect to incur further losses in the development of our business, all of which casts substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management’s plan to address our ability to continue as a going concern includes: (1) obtaining debt or equity funding from private placement or institutional sources; (2) obtaining loans from financial institutions, where possible, or (3) participating in joint venture transactions with third parties. Although we believe that we will be able to obtain the necessary funding to allow us to remain a going concern through the methods described above, there can be no assurances that such methods will prove successful. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have not generated operating revenues and may never attain profitability.

To date, both Mindesta and CTT Pharma have financed their operations primarily through private sales of common stock and shareholder loans. Our ability to generate revenues will depend upon our ability to secure additional funding and successfully manufacture and market our Wafers.

We are not expecting any significant revenues in the short-term. Furthermore, we may not be able to ever successfully identify, develop, commercialize, manufacture, obtain required regulatory approvals and market our Wafers. Moreover, even if we do identify, develop, commercialize, manufacture, and obtain required regulatory approvals, we may not generate revenues or royalties from commercial sales of these products for a significant number of years, if at all. Therefore, our proposed operations are subject to all the risks inherent in the establishment of a new business enterprise.

Restrictions on the use or distribution of medical marijuana will impact our operations.

The medical marijuana industry is our primary target market, and if this industry was unable to operate, we would lose a majority of our potential clients, which would have a negative impact on our business, operations and financial condition,

We may be unable to successfully develop, market, or commercialize our Wafers without establishing new relationships and maintaining current relationships and our ability to successfully commercialize, and market our Wafers.

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Our strategy for the research, development and commercialization of our Wafers may require us to enter into various arrangements with licensees and others, in addition to our existing relationships with other parties. Specifically, we may seek to joint venture, sublicense or enter other marketing arrangements with parties that have an established marketing capability or we may choose to pursue the commercialization of such products on our own. We may, however, be unable to establish such additional collaborative arrangements, license agreements, or marketing agreements as we may deem necessary to develop, commercialize and market our Wafers on acceptable terms. Furthermore, if we maintain and establish arrangements or relationships with third parties, our business may depend upon the successful performance by these third parties of their responsibilities under those arrangements and relationships.

We will be subject to extensive governmental regulation which increases our cost of doing business and may affect our ability to commercially produce the Wafers.

The FDA and comparable agencies in foreign countries impose substantial requirements on the production and distribution of our Wafers, especially any wafers using cannabis as the pharmaceutical agent. Satisfaction of these requirements can be costly.

Government regulation also affects the manufacturing and marketing of the Wafer. Government regulations may delay marketing of the Wafer, impose costly procedural requirements upon our activities and furnish a competitive advantage to larger companies or companies more experienced in regulatory affairs. Delays in obtaining governmental regulatory approval could adversely affect our marketing as well as our ability to generate significant revenues from commercial sales. Moreover, if regulatory approval of our Wafer is granted, such approval may impose limitations on the indicated use for which the Wafer be marketed. The FDA and other regulatory authorities stringently apply regulatory standards and failure to comply with regulatory standards can, among other things, result in fines, denial or withdrawal of regulatory approvals, product recalls or seizures, operating restrictions and criminal prosecution.

The regulatory approval process presents several risks to us:

	[ ]	Delays or rejections may be encountered during any stage of the regulatory process based upon the failure of the clinical or other data to demonstrate compliance with, or upon the failure of the product to meet, a regulatory agency’s requirements for safety, efficacy, and quality.

	[ ]	Requirements for approval may become more stringent due to changes in regulatory agency policy or the adoption of new regulations or guidelines.

	[ ]	New guidelines can have an effect on the regulatory decisions made in previous years.

	[ ]	The scope of any regulatory approval, when obtained, may significantly limit the indicated uses for which a product may be marketed and may impose significant limitations in the nature of warnings, precautions, and contraindications that could materially affect revenues.

	[ ]	Our wafers and our manufacturers , are subject to continuing and ongoing review, and discovery of problems with these products or the failure to adhere to manufacturing or quality control requirements may result in restrictions on their manufacture, sale or use or in their withdrawal from the market

	[ ]	Regulatory authorities and agencies may promulgate additional regulations restricting the sale of pain relief wafers.

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We may incur substantial product liability expenses due to the use or misuse of our Wafer for which we may be unable to obtain insurance coverage.

Our business exposes us to potential liability risks that are inherent in the testing, manufacturing and marketing of a pharmaceutical delivery process. These risks will expand with respect to our drug candidates, if any, that receive regulatory approval for commercial sale and we may face substantial liability for damages in the event of adverse side effects or product defects identified with any of our products that are used in clinical tests or marketed to the public. Product liability insurance for the biotechnology industry is generally expensive, if available at all, and as a result, we may be unable to obtain insurance coverage at acceptable costs or in a sufficient amount in the future, if at all. We may be unable to satisfy any claims for which we may be held liable as a result of the use or misuse of products which we developed, manufactured or sold and any such product liability claim could adversely affect our business, operating results or financial condition.

Intense competition may limit our ability to successfully develop and market the Wafer.

The biotechnology and pharmaceutical industries are intensely competitive and subject to rapid and significant technological change. Our competitors in the United States and elsewhere are numerous and include, among others, major multinational pharmaceutical and chemical companies, specialized biotechnology firms and universities and other research institutions.

Many of our competitors have and employ greater financial and other resources, including larger research and development, marketing and manufacturing organizations. As a result, our competitors may successfully develop technologies that are more effective or less costly than any that we are developing or which would render our technology and future products obsolete and noncompetitive.

Our business will suffer if we fail or are delayed in commercializing the Wafer.

Our inability or delay in commercializing the Wafer and any combination of pharmaceutical agents could have a significant material adverse effect on our business.

To commercialize our product, especially in the pain management sector, we will be required to develop a market introduction plan, and possibly obtain financing to support our commercialization efforts, among other things. We cannot assure you that we will succeed in these efforts as these involve activities (or portions of activities) that we have not previously completed. We have no current commercial capabilities. Therefore, we would be entering a highly competitive market with an untested, newly-established commercial capability. This outline of risks involved in the commercialization of our Wafer is not exhaustive, but illustrative. For example, it does not include additional competitive, intellectual property, commercial, product liability, and commercial risks involved in a launch of the pharmaceutically based Wafer.

We will be dependent on third parties to manufacture, distribute, and sell our products.

The success of our commercial operations is dependent upon the ability of these vendors to provide a high level of service and support at an economical price. If we fail to attract and retain such professions or services at a reasonable price, or if third parties do not successfully carry out their contractual obligations, meet expected deadlines or conduct our activities in accordance with applicable regulatory requirements or our stated specifications, we may not be able to, or may be delayed in our efforts to, successfully execute upon our commercial strategy.

We cannot be certain that any pharmaceutical wafers will be suitable for commercial purposes.

To be profitable, we must successfully research, develop, obtain regulatory approval for, manufacture, introduce, market, and distribute our Wafers under development, or secure a partner to provide financial and other assistance with these steps. The time necessary to achieve these goals for any individual pharmaceutical product is uncertain. We have never successfully commercialized a drug or a nonprescription candidate and we cannot be certain that we or our future partners will be able to do so.

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Our business will suffer if we cannot adequately protect our patent and proprietary rights.

Although our Wafer delivery system is patented there can be no assurance that the patent will provide us with meaningful protection from competition, or that we will possess the financial resources necessary to enforce any of our patents. Also, we cannot be certain that any products that we (or a licensee) develop will not infringe upon any patent or other intellectual property right of a third party. We also rely upon trade secrets, know-how, and continuing technological advances to develop and maintain our competitive position..

We are dependent on third parties to manufacture our Wafers.

Currently, we have no manufacturing facilities for production. The availability of manufacturers is limited by both the capacity of such manufacturers and their regulatory compliance. Among the conditions for FDA approval is the requirement that the prospective manufacturer’s quality control and manufacturing procedures continually conform with the FDA’s current GMP (GMP are regulations established by the FDA that govern the manufacture, processing, packing, storage and testing of drugs intended for human use). In complying with GMP, manufacturers must devote extensive time, money, and effort in the area of production and quality control and quality assurance to maintain full technical compliance. Manufacturing facilities and company records are subject to periodic inspections by the FDA to ensure compliance. If a manufacturing facility is not in substantial compliance with these requirements, regulatory enforcement action may be taken by the FDA, which may include seeking an injunction against shipment of products from the facility and recall of products previously shipped from the facility. Such actions could severely delay our ability to obtain product from that particular source.

We face rapid technological change and intense competition.

Our success depends, in part, upon maintaining a competitive position in the development of products and technologies in an evolving field in which developments are expected to continue at a rapid pace. We compete with other drug delivery, biotechnology and pharmaceutical companies, research organizations, individual scientists, and non-profit organizations engaged in the development of alternative drug delivery technologies or new drug research and testing, as well as with entities developing new drugs that may be orally active. Many of these competitors have greater research and development capabilities, experience, and marketing, financial, and managerial resources than we have, and, therefore, represent significant competition.

We may not be able to successfully manage our growth, which could lead to our inability to implement our business plan.

Our growth is expected to place a significant strain on our managerial, operational and financial resources, especially considering that we currently only have a small number of executive officers, employees and advisors. Further, as we enter into various contracts or other transactions, we will be required to manage multiple relationships with various consultants, businesses and other third parties. These requirements will be exacerbated in the event of our further growth or in the event that the number of websites we operate increases. There can be no assurance that our systems, procedures and/or controls will be adequate to support our operations or that our management will be able to achieve the rapid execution necessary to successfully implement our business plan. If we are unable to manage our growth effectively, our business, results of operations and financial condition will be adversely affected, which could lead to us being forced to abandon or curtail our business plan and operations.

Our executive officers and key employees will be crucial to our business, and we may not be able to recruit, integrate and retain the personnel we need to succeed.

Our future success is dependent, in a large part, on retaining the services of Dean Hanish, Dr. Pankaj Modi and Allen Greenspan. The knowledge, leadership and technical expertise of management would be difficult to replace. While no director has plans to leave or retire in the near future, the loss of any of our directors could have a material adverse effect on our operating and financial performance, including our ability to develop and execute our long The loss of the services of any key personnel, or our inability to attract, integrate and retain

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highly skilled technical, management, sales and marketing personnel could result in significant disruption to our operations, including our inability or limited success in developing our job verticals, completion of our initiatives, including growth plans and the results of our operations. Any failure by us to find suitable replacements for our key management may be disruptive to our operations. Competition for such personnel can be intense, and we may be unable to attract, integrate and retain such personnel successfully.

To date, we do not have any independent directors and have not implemented various corporate governance measures, in the absence of which, stockholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.

As of the date of this report, we do not have any independent directors to evaluate our decisions nor have we adopted corporate governance measures. Although not required by rules or regulations applicable to us, corporate governance measures such as the presence of independent directors, or the establishment of an audit and other independent committees of our Board of Directors, would be beneficial to our stockholders. We do not presently maintain any of these protections for our stockholders. It is possible that if our Board of Directors included independent directors and if we were to adopt corporate governance measures, stockholders would benefit from greater assurance that decisions were being made with impartiality by directors and that policies had been implemented to define conduct of our management and board members. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our officers and recommendations for director nominees may be made by existing members of the Board of Directors, who may have a direct interest in the outcome. Although we anticipate expanding the Board of Directors to include independent directors at some point in the future, when and if this will occur is uncertain.

Our management controls a significant percentage of our current outstanding common stock.

As of the date of this report, our officers and directors collectively and beneficially own approximately 45.8% of our outstanding common stock. This concentration of voting control gives management substantial influence over any matters which require a stockholder vote, including without limitation the election of directors and approval of merger and/or acquisition transactions, even if their interests may conflict with those of other stockholders. It could have the effect of delaying or preventing a change in control of, or otherwise discouraging, a potential acquirer from attempting to obtain control of the company. This could have a material adverse effect on the market price of our common stock or prevent our stockholders from realizing a premium over the then prevailing market prices for their shares of common stock.

We are vulnerable to intellectual property infringement claims brought against us by others.

Successful intellectual property infringement claims against us could result in monetary liability or a material disruption in the conduct of our business. We cannot be certain that our products, content and brand names do not or will not infringe valid patents, trademarks, copyrights or other intellectual property rights held by third parties. We expect that infringement claims in our markets will increase in number. We may be subject to legal proceedings and claims from time to time relating to the intellectual property of others in the ordinary course of our business. If we were found to have infringed the intellectual property rights of a third party, we could be liable to that party for license fees, royalty payments, lost profits or other damages, and the owner of the intellectual property might be able to obtain injunctive relief to prevent us from using the technology or software in the future. If the amounts of these payments were significant or we were prevented from incorporating certain technology into our products, our business could be significantly harmed. We may incur substantial expenses in defending against these third party infringement claims, regardless of their merit. As a result, due to the diversion of management time, the expense required to defend against any claim and the potential liability associated with any lawsuit, any significant litigation could significantly harm our business, financial condition and results of operations.

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If we are unable to protect our patented technology, proprietary rights or maintain our rights to use key technologies of third parties, our business may be harmed.

We have been awarded a patent for our oral delivery wafer system. This patent and any patents issued to us in the future (if we make such applications) may be later challenged, invalidated or circumvented, and the rights granted under patents may not provide us with a competitive advantage. We may also face risks associated with any trademarks to which we own the rights. Policing unauthorized use of our patented, proprietary technology and other intellectual property rights could involve significant expense and could be difficult or impossible, particularly given the global nature of the Internet and the fact that the laws of certain other countries may afford us little or no effective protection of our intellectual property. Moreover, certain amendments to the United States patent law made by the America Invents Act of 2011, when they become effective, may affect our ability to protect our innovations and defend against claims of patent infringement.

We may incur significant increased costs as a result of operating as a public company, and our management may be required to devote substantial time to new compliance initiatives.

In the future, we may incur significant legal, accounting and other expenses as a result of operating as a public company. The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), as well as new rules subsequently implemented by the SEC, have imposed various new requirements on public companies, including requiring changes in corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these new compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these new rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage.

In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure controls and procedures. In particular, we are required to perform system and process evaluation and testing on the effectiveness of our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our testing may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Our compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

Risks related to the use of cannabis as a pharmaceutical agent in our Wafers:

Controlled substance legislation differs between countries and legislation in certain countries may restrict or limit our ability to sell our products.

Most countries are parties to the Single Convention on Narcotic Drugs 1961, which governs international trade and domestic control of narcotic substances, including cannabis extracts. Countries may interpret and implement their treaty obligations in a way that creates a legal obstacle to our project developers obtaining marketing approval for their products in those countries. These countries may not be willing or able to amend or otherwise modify their laws and regulations to permit the products to be marketed, or achieving such amendments to the laws and regulations may take a prolonged period of time.

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Our proposed business expansion is dependent on laws pertaining to various industries including the legal marijuana industry.

Our cannabis wafers could subject us to increased scrutiny by the regulators because, among other things, Marijuana is a schedule-I controlled substance and is illegal under federal law. Our failure to adequately manage the risk associated with these businesses and adequately manage the requirements of the regulators can adversely affect our business and our status as a reporting company. Further, any adverse pronouncements from the regulators about businesses related to the legal cannabis sector could adversely affect our stock price, if we are perceived to be in a company in that sector.

Risks related to our common stock:

There presently is a limited market for our common stock, and the price of our common stock may be volatile.

Our common stock is currently quoted on OTCQB. We have, however, a very limited trading history. If a market for our common stock ever develops, there could be volatility in the volume and market price of our common stock. This volatility may be caused by a variety of factors, including the lack of readily available quotations, the absence of consistent administrative supervision of “bid” and “ask” quotations and generally lower trading volume. In addition, factors such as quarterly variations in our operating results, changes in financial estimates by securities analysts or our failure to meet our or their projected financial and operating results, litigation involving us, factors relating to our industry, actions by governmental agencies, national economic and stock market considerations as well as other events and circumstances beyond our control could have a significant impact on the future market price of our common stock and the relative volatility of such market price.

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

Our stockholders could sell substantial amounts of common stock in the public market, including shares upon the expiration of any statutory holding period under Rule 144 of the Securities Act of 1933 (the “Securities Act”), if available, or upon trading limitation periods. Such volume could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make it more difficult for us to secure additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

Our directors and officers have rights to indemnification.

We will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was our director or officer, or who is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding, to the full extent permitted by Delaware law. The inclusion of these provisions in our Articles may have the effect of reducing the likelihood of derivative litigation against directors and officers, and may discourage or deter stockholders or management from bringing a lawsuit against directors and officers for breach of their duty of care, even though such an action, if successful, might otherwise have benefited us and our stockholders.

We do not anticipate paying any cash dividends.

We do not anticipate paying cash dividends on our common stock for the foreseeable future. The payment of dividends, if any, would be contingent upon our revenues and earnings, if any, capital requirements, and general

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financial condition. The payment of any dividends will be within the discretion of our Board of Directors. We presently intend to retain all earnings, if any, to implement our business strategy; accordingly, we do not anticipate the declaration of any dividends in the foreseeable future.

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

The SEC has adopted regulations which generally define a “penny stock” as an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. Our common stock is a “penny stock” and is subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule.” This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses). For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market, thus possibly making it more difficult for us to raise additional capital.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in penny stock, of a disclosure schedule required by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market of penny stocks.

There can be no assurance that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were 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 persons from participating in a distribution of a penny stock, under certain circumstances, if the SEC finds that such a restriction would be in the public interest.

THE RISKS SET FORTH ABOVE SHOULD NOT BE CONSTRUED AS A COMPLETE LIST OF THE RISKS WHICH MAY AFFECT THE COMPANY’S BUSINESS, THE OFFERING OR THE RISKS WHICH YOU FACE AS A PROSPECTIVE INVESTOR. THE SECURITIES OFFERED INVOLVE A HIGH DEGREE OF RISK AND MAY RESULT IN THE LOSS OF YOUR ENTIRE INVESTMENT. ANY PERSON CONSIDERING THE PURCHASE OF THESE SECURITIES SHOULD BE AWARE OF THESE AND OTHER FACTORS SET FORTH IN THIS MEMORANDUM AND SHOULD CONSULT WITH HIS, HER OR ITS LEGAL, TAX AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN SECURITIES. THE SECURITIES SHOULD ONLY BE PURCHASED BY PERSONS WHO CAN AFFORD TO LOSE ALL OF THEIR INVESTMENT.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This document contains certain forward-looking statements as defined by federal securities laws. For this purpose, forward-looking statements are any statements contained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate”, “could”, “should”, “would”, “likely”, “may”, “will”, “plan”, “intend”, “believes”, “expects”, “anticipates”, “projected”, or similar expressions. Those statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. The forward-looking information is based on various factors and was derived using numerous assumptions. For

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these statements, we claim the protection of the “bespeaks caution” doctrine. Such forward-looking statements include, but are not limited to:

•	statements regarding our anticipated financial and operating results, including increases in and anticipated sources of revenues;

•	statements regarding expected fees we will receive;

•	predictions regarding the outcome of state and federal regulations regarding cannabis

•	statements regarding anticipated changes in costs and expenses; hiring intensions;

•	statements regarding when we plan to start selling our Wafer;

•	statements regarding our goals, intensions, plans and expectations, including selling and marketing plans generally, the introduction of the Wafer including the timing thereof, and markets and locations we intend to target in the future;

•	statements regarding expanded business opportunities in 2014;

•	statements with respect to having adequate liquidity.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

•	negative changes in public sentiment towards acceptance of the use of cannabis for medicinal purposes;

•	changes in the pace of legislation legalizing the use of medical marijuana;

•	other regulatory developments that could limit the market for our Wafers

•	competitive developments, including the possibility of new entrants into our primary market with

	growing acceptance of the use of medical marijuana;

•	the loss of key personnel; and

•	other risks discussed in this document.

All forward-looking statements in this document are based on information currently available to us as of the filing of this Registration Statement, and we assume no obligation to update any forward-looking statements other than as required by law.

The following discussion of our financial condition and results of operations should be read in conjunction with the audited financial statements and notes thereto for the years ended February 28, 2014 and 2013 found in this report. In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Where possible, we have tried to identify these forward looking statements by using words such as “anticipate,” “believe,” “intends,” or similar expressions. Our actual results could differ materially from those anticipated by the forward-looking statements due to important factors and risks.

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General

The following analysis of our financial condition and results of operations should be read in conjunction with the financial statements, including footnotes, and other information presented elsewhere in this report on Form 8-K.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our results of operations and financial condition.

Overview

Mindesta Inc. is a Delaware Corporation, incorporated on November 6, 1996 under the name Winchester Mining Corp. The name of the Company was changed to PNW Capital, Inc. on May 16, 2000. In 2002, PNW Capital, Inc. acquired Industrial Minerals Incorporated, a private Nevada Corporation, and changed its name to Industrial Minerals, Inc. Effective July 26, 2011 the Company changed its name to Mindesta Inc.

Effective July 26, 2011, the Company adopted the new name of “Mindesta Inc.” With insufficient funds to continue the Company’s mining exploration activities, management chose to pursue other business opportunities and on September 9, 2014 the Company acquired all of the issued and outstanding shares of common stock of CTT Pharma. CTT Pharma is a developmental stage company organized in March 2007 under the Canadian Corporations Business Act.

The following discussion relates to the operations of CTT Pharma.

Liquidity and Capital – February 28, 2014 and 2013

At February 28, 2014 and 2013 CTT Pharma had nominal cash and cannot finance our ongoing operations. To date CTT Pharma has relied on shareholder loans to finance operations. The loans due shareholders are non interest bearing and have no fixed term of repayment. Our shareholders have no obligation to continue to finance our ongoing operations.

At February 28, 2014 our current liabilities totaled $31,624 consisting of accounts payable totaling $11,624 and shareholder loans totaling $20,000. At February 28, 2013 we had shareholder loans totaling $20,000.

CTT Pharma had an accumulated deficit of $205,124 at February 28, 2014 as compared to $184,933 at February 28, 2013.

Results of Operations – For the years ended February 28, 2014, 2013 and 2012.

During the last three fiscal years, CTT Pharma has not generated any revenues. Total operating expenses for these years was $20,191, $5,875 and $14,742 respectively. Our Net Loss from operations totaling $20,191, $45,872 and $14,742 respectively.

Liquidity and Capital – May 31, 2014 and February 28, 2014

At March 31, 2014 we had cash of $2,154 as compared to $439 at February 28, 2014. We will continue to rely on shareholder loans or equity financing to continue our operations. Our shareholders have no obligation to continue to finance our ongoing operations nor do we have any commitment for equity financing.

At May 31, 2014 our current liabilities totaled $30,786 consisting of accounts payable of $10,784 and shareholder loans totaling $20,000. Total liabilities at February 28, 2014 were $31,624. We have an accumulated deficit of $208,569 as compared to $205,124 at February 28, 2014.

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The Company will be dependent upon the continuing support of creditors and shareholders, long-term financing, ongoing product development, the successful implementation of a marketing program, market acceptance and achieving profitability, none of which can be assured.

Results of Operations – For the three months ended May 31, 2014 and May 31, 2013.

For the three months ended May 31, 2014 and 2013 CTT Pharma has not generated any revenues. Our Net Loss for each of these fiscal quarters was $3,445 and $1,416 respectively.

Current and Future Financing Needs

We have spent, and expect to continue to spend, substantial amounts in connection with implementing our business strategy, including marketing, distribution, production, research and development, legal and accounting fees in connection with regulatory compliance and corporate governance. The actual amount of funds we will need to operate is subject to many factors, some of which are beyond our control. We do not have sufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. We are dependent on ongoing financing of either debt or equity to implement our business plan.

Recent Accounting Policies

In December 2011, the FASB issued guidance which requires entities to disclose both gross information and net information about instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The scope of this standard includes derivatives, sale and repurchase agreements, reverse sale and repurchase agreements, and securities borrowing and securities lending arrangements. These disclosures assist users of financial statements in evaluating the effect or potential effect of netting arrangements on an entity’s financial position. This guidance was effective for the Company in its fiscal year beginning March 1, 2013. This guidance did not have an impact on the Company’s financial statements.

In February 2013, the FASB issued new accounting guidance to update the presentation of reclassifications from comprehensive income to net income in consolidated financial statements. Under this new guidance, an entity is required to present information about the amounts reclassified out of accumulated other comprehensive income either by the respective line items of net income or by cross-reference to other required disclosures. The new guidance does not change the requirements for reporting net income or other comprehensive income in the financial statements. This guidance was effective for the Company in its fiscal year beginning March 1, 2013. This guidance did not have an impact on the Company’s financial statements.

In July 2013, the FASB issued new accounting guidance that requires the presentation of unrecognized tax benefits as a reduction of the deferred tax assets, when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. This new guidance is effective for annual reporting periods beginning on or after December 15, 2013 and subsequent interim periods. This guidance is effective for the Company’s fiscal year beginning March 1, 2014 and is not expected to have a material impact on the Company’s financial statements.

In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915). Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to:

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	1)	present inception-to-date information in the statements of income, cash flows, and shareholder equity;
	2)	label the financial statements as those of a development stage entity;
	3)	disclose a description of the development stage activities in which the entity is engaged; and
	4)	disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations.

Finally, the amendments remove the exception for development stage entities (to not be considered a VIE, if certain conditions are met) in paragraph 810-10-15-16. Under the amendments, all entities within the scope of the Variable Interest Entities Subsections of Subtopic 810-10 are required to evaluate whether the total equity investment at risk is sufficient using the guidance provided in paragraphs 810-10-25-45 through 25-47, which requires both qualitative and quantitative evaluations.

The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. For other entities, the amendments are effective for annual reporting periods beginning after December 15, 2014, and interim reporting periods beginning after December 15, 2015. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has chosen to early adopt these amendments and accordingly has not presented inception-to-date information in these financial statements.

Off-Balance Sheet Arrangements

We do not have any unconsolidated special purpose entities and, we do not have significant exposure to any off-balance sheet arrangements. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have: (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below sets forth the number and percentage of shares of our common stock owned as of September 9, 2014, by the following persons: (i) stockholders known to us who own 5% or more of our outstanding shares, (ii) each of our executive officers and directors, and (iii) our executive officers and directors as a group. As of September 9, 2014, there were 184,368,022 shares of our common stock issued and outstanding.

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Name and address of	Amount of
Beneficial Ownership	Beneficial Owner	Percent of Class

Allen Greenspoon M1-414 Victoria Ave. N. Hamilton, ON L8L 5G8	-0-	-0-

Dr. Pankaj Modi 519 Golf Links Road Ancaster, Ontario L9G 4X9	70,369,474	38.16%

Dean Hanisch 326 River Road Ottawa, Ontario KIV 1H2	14,073,894	7.63%

Hesham Osman 716 Vermillion Drive Gloucester, Ontario K1B 1V9	20,970,103	11.37%

Capital Financial SGBL Bank street, Beyrouth, Lebanon	28,471,489(1)	15.44%

Gregory Bowes	10,700,000	5.80%

(All officers and directors as a group three persons)	84,443,368	45.80%

(1) INCLUDES 8,444.337 SHARES RECEIVED AS A FINDER’S FEE

DIRECTORS AND EXECUTIVE OFFICERS

Our executive officers and directors are as follows:

Name	Age	Position(s) and Office(s)

Dr. Pankaj Modi	60	CEO/DIRECTOR

Dr. Allen Greenspoon	60	DIRECTOR

Dean Hanisch	44	PRESIDENT/SEC/TREAS/DIRECTOR

Dr. Pankaj Modi: In 2007 Dr. Modi founded CTT Pharma. He was the original patent owner of our wafer and has been instrumental in formulating various uses for the wafer. In 2006 he founded Transdermal Tech

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Dr. Pankaj Modi, MD, PhD is a clinician and research scientist with experience in numerous medical areas. He is founder and president of NeoMed Chemotherapeutics Corp, which is developing a cancer treatment option, founder and president of Transdermal Corp, a dermatological specialty products company, co-founder and president of SoftTouch Corp, which developed a minimally invasive micro-needle device for injectable drugs, and founder and president of Photodyne Therapeutics Corp, which developed a novel dermatological therapy. Dr. Modi was founder, director and VP, Research and Development, of Generex Biotechnology Corp, until 2005, which developed a spray formula for use in the treatment of diabetes.

Previously, Dr. Modi gained 11 years of clinical experience conducting numerous large-scale clinical studies for FDA approvals in areas including diabetes, thrombolysis, management of various skin diseases and aesthetic cosmetic dermatology. He holds more than 25 US and Canadian patents and more than 280-plus world patents on stabilized compositions, photosensitizer compounds, a topical anesthetic formulation, pharmaceutical compositions, devices and methods and drug and vaccine delivery systems. Dr. Modi has obtained FDA approval for 13 drugs successfully over the past five years and currently has seven applications in process. Among the seven pending FDA approvals are five novel wound healing formulations and devices and two generic drugs to treat diabetes.

Dr. Modi is an adjunct professor of Internal Medicine at OVC, University of Guelph, Canada; Instituto de Endocrinologia Metabolismo y Reproduction, SA, Ecuador; Universidad de Buenos Aires (UBA); Sociedad Argentina de Medicina Interna General, Cruz Roja Boliviana; Associação Médica Brasileira; Centro Universitario de Ciencias de la Salud, Mexico; and Facultad de Salud Pública y Nutrición, Universidad Autónoma de Nuevo León, Universidad Nacional de Asunción, UNA, Spain.

Dr. Pankaj Modi received his M.D. in internal medicine (diabetology) from the Instituto de Endocrinologia Metabolismo y Reproduction, SA/University of Florida and completed a post-doctoral fellowship in neuroscience at McMaster University in Hamilton, Canada. He earned a Ph.D. in chemistry, biochemistry and biomedical sciences from the University of Toronto, a M.S. in chemical engineering (polymer science) from New York University (formerly Brooklyn Polytechnic) and a B.Sc. in chemistry, biology and physics from the University of Bombay in India.

A Fellow with the Royal College of Medicine, UK, Dr. Modi is a member of the American Diabetes Association, American Endocrinology Society, American Pain Society, American Dermatological Association, Associação Médica Brasileira and Sociedad Argentina de Medicina Interna General. He received faculty teaching awards three years in a row and was awarded Best Researcher by Movement Disorders and Psychiatry, McMaster University, Canada.

Dr. Allen Greenspoon, MD

Dr. Greenspoon has been a practicing physician specializing in obstetrics and occupational health for over 25 years working in Hamilton, Ontario. He has been conducted multiple clinical research studies related diabetes, lipids (cholesterol) management, dermatology, obesity, oncology related research and cardiovascular diseases He is the founder of Wellington@Work and the owner of Wellington Medical Centre. He also serves as a director of several privately held biotech companies.

Dean Hanisch: Mr. Hanisch has over 15 years experience in business and finance. He has worked for and served as a consultant to several public companies. Since October 2012 he has worked for Steenberg Financial as a consultant for the Company’s North American brokerage services. Steenberg concentrates in mergers and acquisitions. From 2012 to 2013 he served as the Interim chief executive officer for Mazorro Resources, an exploration stage mining company. From 2006 through 2011 he served as the Director of Business Development and Strategy for Paramount Gold and Silver Corp,. an exploratory stage mining company trading on the NYSE (PZG), TSX (PZG) and Deutsche Borse (P6G). From 2001-2005 he served as president of Titan Consulting Group. a professional service firm. Frin 1995 to 2001 her served as the managing partner of HT Search Company LTD., a permanent staffing company. Mr. Hanisch attended Carleton University and received a degree in finance from Algonquin College.

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Involvement in Certain Legal Proceedings:

During the past seven years:

1. None of our officers or directors has been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

2. None of our officers or directors has been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining any such officer or director from engaging in any activity in connection with the purchase or sale of securities or in connection with any violation of federal or state securities laws or federal commodities laws;

3. None of our officers or directors has been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority.

4. None of our officers or directors has been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities laws; or.

5. None of our officers or directors has been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization

EXECUTIVE COMPENSATION

There has been no compensation awarded to, earned by, or paid by the Company to its principal executive officer or any other executive officers or directors during the fiscal years ended December 31, 2013 or 2012.

There is currently no agreement in place for the payment of any salaries to any of our new officers or directors. We anticipate that our officers will not receive any cash compensation until such time as the Company secures additional financing or generates revenues from the sale of its Wafers. However, officers and directors may be awarded stock awards and stock options.

Our Compensation Policy:

The Board of Directors is responsible for establishing, implementing and monitoring the policies governing compensation for executives. Officers may be members of the Board of Directors and are able to vote on matters of compensation. There is no independent compensation committee.

In determining a compensation package for our officers, the Board will take into consideration the Company’s overall remuneration strategy and, where information is available, verifying the appropriateness of existing remuneration levels using external sources for comparison; (ii) comparing the nature and amount of the Company’s directors’ and executive officers’ compensation to performance against goals set for the year while considering relevant comparative information, independent expert advice and the financial position of the Company; (iii) ensuring maximum shareholder benefit from the retention of high quality board and executive team members; (iv) considering nominees for independent directors of the Company; and (v) planning for the succession of directors and executive officers of the Company, including appointing, training and monitoring senior management to ensure that the Board of Directors and management have appropriate skill and experience.

The executive employment market in general is very competitive due to the number of companies with whom we compete to attract and retain executive and other staff with the requisite skills and experience to carry out our strategy and to maintain compliance with multiple Federal and State regulatory agencies. Many of these companies have significantly greater economic resources than our own. The Board has recognized that compensation packages must be able to attract and retain highly talented individuals that are committed to the Company’s goals and objectives, without at this time paying cash salaries that are competitive with some peers that have greater economic resources. The Company’s compensation structure is weighted towards equity compensation in the form of stock awards and options to acquire common stock, which the Board believes motivates and encourages executives to pursue strategic opportunities while managing the risks involved in our current business stage, and aligns compensation incentives with value creation for our shareholders.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The Company has recorded obligations to its shareholders that are non-interest bearing or bear interest rates below equivalent market rates. Further, directors and shareholders of the Company have paid professional fees and operating expenses on behalf of the Company. These amounts are not expected to be repaid and have been recorded as a contribution to surplus.

Director Independence

We currently have no “independent” directors. At some point in the future, it is anticipated that we will appoint additional directors who are considered independent. We have not decided, however, what independence standard will be used to make this determination. We hope that the addition of independent directors to the Board will help us better oversee and manage risk.

LEGAL PROCEEDINGS

The Company has been named in a lawsuit filed by Windale Properties in the amount of CDN$19,781. The claim is the result of termination of leased premises in Oakville, Ontario prior to the expiry of the lease. The case has been inactive for over two years. If Windale Properties does continue to pursue the case, management does not believe that any judgment will have a materially adverse impact on the Company’s operations.

MARKET PRICE AND DIVIDENDS ON OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is quoted on the OTCQB the under the symbol “MDST”. Trading in our common stock in the over-the-counter market has been very limited and the quotations set forth below are not necessarily indicative of actual market conditions. The high and low sales prices for our common stock for the prior two fiscal years and for the six months ended June 30, 2014 according to OTC Markets Group Inc., were as follows:

Quarter Ended:	High	Low

December 31, 2011	$0.85	$0.36
March 31, 2012	$1.20	$0.08
June 30, 2012	$0.20	$0.08
September 30, 2012	$0.09	$0.04
December 31, 2012	$0.05	$0.03
March 31, 2013	$0.12	$0.00
June 30, 2013	$0.04	$0.01
September 30, 2013	$0.03	$0.01
December 31, 2013	$0.03	$0.01
March 31, 2014	$0.03	$0.01
June 30, 2014	$.02	$0.01

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Record Holders

As of June 30, 2014, there were 324 stockholders of record holding our common stock, which does not include an undetermined number of beneficial stockholders who hold their shares in “street name” through a brokerage or other institution. Also at June 30, 2014 there were 35,184,737 shares of common stock issued and outstanding. The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of our common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to our common stock.

Dividends

We have not declared any cash dividends since inception and do not anticipate paying any dividends in the foreseeable future. The payment of dividends is within the discretion of our Board of Directors and will depend on our earnings, capital requirements, financial condition, and other relevant factors. There are no restrictions that currently limit our ability to pay dividends on common stock other than those generally imposed by applicable state law.

RECENT SALES OF UNREGISTERED SECURITIES

Reference is made to the disclosure set forth below under “Item 3.02” of this current report, which disclosure is incorporated herein by reference.

DESCRIPTION OF SECURITIES

We are authorized to issue 200 million shares of common stock, par value $0.0001 of which 184,368,022 shares of common stock are issued and outstanding.

Common Stock

After the requirements with respect to preferential dividends of preferred stock, if any, will have been met and after we comply with all the requirements, if any, with respect to the setting aside of funds as sinking funds or redemption or purchase accounts and subject further to any other conditions which may be required by Delaware statutes, then, but not otherwise, the holders of our common stock will be entitled to receive such dividends, if any, as may be declared from time to time by the board of directors without distinction as to series.

After distribution in full of any preferential amount to be distributed to the holders of preferred stock, if any, in the event of a voluntary or involuntary liquidation, distribution or sale of assets, dissolution, or winding up of this company, the holders of the common stock will be entitled to receive all of our remaining assets, tangible and intangible, of whatever kind available for distribution to stockholders, ratably in proportion to the number of shares of common stock held by each without distinction as to series.

Except as may otherwise be required by law or our articles of incorporation, in all matters as to which the vote or consent of our stockholders is required to be taken, including any vote to amend our articles of incorporation, to increase or decrease the par value of any class of stock, effect a stock split or combination of shares, or alter or change the powers, preferences, or special rights of any class or series of stock, the holders of the common stock will have one vote per share on all such matters and will not have the right to cumulate their votes for any purpose.

Generally

The board of directors will have authority to authorize the issuance, from time to time without any vote or other action by the stockholders, of any or all shares of any class at any time authorized, and any securities convertible into or exchangeable for such shares, in each case to such persons and for such consideration and on such terms as the board of directors from time to time in its discretion lawfully may determine; provided, however, that the consideration for the issuance of shares of stock having par value will not be less than such par value. Shares so issued, for which the full consideration determined by the board of directors has been paid to us, will be fully paid stock, and the holders of such stock will not be liable for any further call or assessments thereon.

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Unless otherwise provided in the resolution of the board of directors providing for the issue of any series of preferred stock, no holder of shares of any class or of any security or obligation convertible into, or of any warrant, option, or right to purchase, subscribe for, or otherwise acquire, shares of any class, whether now or hereafter authorized, will, as such holder, have any preemptive right whatsoever to purchase, subscribe for, or otherwise acquire shares of any class of the Corporation, whether now or hereafter authorized.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Delaware Statutes (“NRS”) provides that a director or officer will not be individually liable for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven that (i) the director's or officer's acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud or a knowing violation of the law.

Corporate law in Delaware permits a corporation to indemnify its directors and officers against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending or completed action, suit or proceeding if the officer or director has not acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful.

Delaware law also permits a corporation to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of final disposition thereof, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the corporation.

The statutes provide that a Delaware corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses.

We may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was our director or officer, or who is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding, to the full extent permitted by the Nevada Revised Statutes as such statutes may be amended from time to time.

Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling the company pursuant to provisions of our Articles of Incorporation and Bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that such director, officer or controlling person asserts a claim for indemnification against the company in connection with a successful defense of any action, we reserve the right to submit to a court of appropriate jurisdiction the question of whether such indemnification by the company is against public policy as expressed in the Securities Act. ECI will be governed by the final adjudication of such issue.

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At the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding, which may result in a claim for such indemnification.

Item 3.02 Unregistered Sales of Equity Securities.

RECENT SALES OF UNREGISTERED SECURITIES

On May 20, 2014, we issued 15,783,332 units at a price of US$0.015 per unit for total proceeds of US$236,750. Each unit consisted of one common share and one half of a share purchase warrant. Each whole warrant entitles the holder to purchase one common share at a price of $0.0175 until December 31, 2016.

In addition, on May 20, 2014, Nubian Gold Corporation converted $100,000 of debt owed to our former chief executive officer, Gregory Bowes, into 10,000,000 common shares of the Company at a price of $0.01 per share.

Pursuant to the Share Exchange Agreement described in “Item 2.01” we issued a total of 140,738,948 shares of our common stock to the stockholders of CTT Pharma in exchange for shares representing 100% of the issued and outstanding common stock of CTT Pharma.

In addition, we issued 8,444,337 we issued Capital Financial shares of our common stock. The shares of stock were issued pursuant to a Finder’s Fee agreement entered into between CTT Pharma and Capital Financial. These shares would have otherwise been issued to the Mindesta shareholders but for CTT’s Finder’s Fee obligation to Capital Financial.

The securities were issued under the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and the rules and regulations promulgated thereunder. These issuances of securities did not involve a “public offering” based upon the following factors: (i) each of the issuances of the securities was a private transaction; (ii) a limited number of securities were issued to a limited number of offerees; (iii) there was no public solicitation; (iv) each of the offerees is an accredited investor; (iv) the investment intent of the offerees; and (v) the restriction on transferability of the securities issued.

We have issued shares of our common stock for services rendered, capital formation and corporate acquisitions. We relied on the exemptive provisions of Section 4(2) of the Securities Act. We have also offered shares pursuant to the exemptive provisions of Regulation S.

With respect to the sale of the securities identified above, we relied on the exemptive provisions of Section 4(2), Regulation S or Section 3(a) 10 of the Securities Act of 1933, as amended.

At all times relevant the securities were offered subject to the following terms and conditions:
The sale was made to a sophisticated or accredited investor, as defined in Rule 502 or were issued pursuant to a specific exemption;

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we gave the purchaser the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information which we possessed or could acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished;
at a reasonable time prior to the sale of securities, we advised the purchaser of the limitations on resale in the manner contained in Rule 502(d)2; and
neither we nor any person acting on our behalf sold the securities by any form of general solicitation or general advertising.

F. Purchases of Equity Securities.

None.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Pursuant to the Share Exchange Agreement at closing the following individuals were appointed as officers and directors of the Company:

Dr. Pankaj Modi
Dr. Allen Greenspoon
Dean Hanisch

For certain biographical and other information regarding the newly appointed executive officer and directors, see the disclosure under “Item 2.01” of this report, which disclosure is incorporated herein by reference.

At the time of Closing, Gregory Bowes tendered his resignation as an officer and director of the Company. There was no disagreement between Mr. Bowes and the Company regarding its operations or financial disclosure.

Item 5.06 Change in Shell Company Status.

As the result of the transactions effected by the closing of the Exchange Agreement, as described above under “Item 2.01” of this current report, we are no longer a shell company as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934. The disclosure in “Item 2.01” is incorporated herein by reference.

Item 9.01 Financial Statement and Exhibits.

(a) Financial statements of business acquired.

The following are filed as Exhibit 99.1 to this current report and are incorporated herein by reference:

Balance Sheet at February 28, 2014 and 2013 (audited)
Statement of Operations and Comprehensive Loss for the Years Ended February 2014, 2013 and 2012 (audited)
Statement of Cash Flows For the Years ended February 28, 2014, 2013 and 2012 (audited)
Statement of Stockholder Deficiency (audited)
Notes to Audited Financial Statements (audited)

The following quarterly financial statements are included herewith

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Balance Sheet at May 31, 2014 and 2013 (unaudited)
Interim Condensed Statement of Operations and Comprehensive Loss for the Three Month Period Ended May 31, 2014 and 2013 (unaudited)
Interim Condensed Statements of Cash Flows For the Three Month Period Ended May 31, 2014 and 2013(unaudited)
Interim Condensed Statements of Stockholders’ Deficiency (unaudited)
Notes to Financial Statements (unaudited)

(b) Pro forma financial information.

The Unaudited Pro Forma Financial Statements of Mindesta, Inc.

(c) Shell Company Transactions.

Reference is made to the disclosure set forth in Items 9.01(a) and 9.01(b), which disclosure is incorporated herein by reference d) Exhibits.

Exhibit No.	Description

10.1	Share Exchange Agreement between the Company and CTT Pharmaceuticals Inc.

21.1	Subsidiaries

99.1	Financial Statements of CTT Pharmaceuticals Inc.

99.2	Unaudited Pro Forma Financial Statements.

SIGNATURES

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

	MINDESTA , INC.

Date: September 11, 2014	By: /s/ Pankaj Modi
	Pankaj Modi
	Chief Executive Officer

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Exhibit 10.1

SHARE EXCHANGE AGREEMENT

THIS AGREEMENT is made effective as of the 9^thday of September 2014.

AMONG:

MINDESTA INC. a Delaware Corporation (“Mindesta”)

AND:

CTT PHARMACEUTICALS INC. an entity organized under the Canadian Corporations Business Act ( the “Company”),

AND:

THE SHAREHOLDERS OF THE COMPANY (“Selling Shareholders”)

WHEREAS:

A.	Mindesta will acquire all of the issued and outstanding shares of common stock of the Company as more fully set forth herein; and

B.	The Selling Shareholders are the registered and beneficial owners of all of the issued and outstanding shares of the Company’s Class A common Stock( “ Common Stock”);

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows:

DEFINITIONS

1.1 The following terms have the following meanings, unless the context indicates otherwise:

“Agreement” shall mean this Agreement, and all the exhibits, schedules and other documents attached to or referred to in this Agreement, and all amendments and supplements, if any, to this Agreement;

“Closing” shall mean the completion of the Transaction, in accordance with this Agreement , at which time the Closing Documents shall be exchanged by the parties, except for those documents or other items specifically required to be exchanged at a later time;

“Closing Date” shall mean a date mutually agreed upon by the parties hereto in writing and subject to the satisfaction or waiver by Mindesta, the Selling Shareholders and the Company of the conditions precedent;

“Closing Documents” shall mean the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement;

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“Class A Common Stock” refers to all of the issued and outstanding equity securities of the Company. Also referred to as “Common Stock”

“Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended;

“GAAP” shall mean United States generally accepted accounting principles applied in a manner consistent with prior periods;

“Liabilities” shall include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured;

“Selling Shareholders” are those shareholders set forth on Schedule 1 executing this Agreement as may be amended time to time prior to Closing

“Shareholders” are those shareholders set forth on Schedule 1 owning all of the outstanding equity securities of Company.

“SEC” shall mean the Securities and Exchange Commission;

“Securities Act” shall mean the United States Securities Act of 1933, as amended;

“Taxes” shall include international, federal, state, provincial and local income taxes, capital gains tax, value-added taxes, franchise, personal property and real property taxes, levies, assessments, tariffs, duties (including any customs duty), business license or other fees, sales, use and any other taxes relating to the assets of the designated party or the business of the designated party for all periods up to and including the Closing Date, together with any related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments; and

“Transaction” shall mean the purchase of the Common Stock by Mindesta from the Selling Shareholders in consideration for the payment of the Purchase Price.

1.2 Schedules

The following schedules are attached to and form part of this Agreement

Schedule 1

List of Shareholders

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2. THE OFFER, PURCHASE AND SALE OF SHARES

2.1 Offer, Purchase and Sale of the Common Stock.

Subject to the terms and conditions of this Agreement, the Selling Shareholders hereby covenant and agree to sell, assign and transfer to Mindesta, and Mindesta hereby covenants and agrees to purchase from the Selling Shareholders the Series A Common Stock held by the Selling Shareholders.

2.2 Consideration

As consideration for the sale of the Common Stock by the Selling Shareholders to Mindesta , Mindesta shall issue at Closing to the Selling Shareholders 140,738,948 shares of Mindesta Common Stock plus an additional 8,444,337 shares of common stock to be issued to Capital Financial.

2.3 Share Exchange Procedure and Representations

Each Selling Shareholder shall deliver the Common Stock to Mindesta duly endorsed and duly executed and endorsed in blank (or accompanied by duly executed stock power duly endorsed in blank), in each case in proper form for transfer, with signatures guaranteed, and, if applicable, with all stock transfer and any other required documentary stamps affixed thereto and with appropriate instructions to allow the transfer agent to issue certificates for the Mindesta Shares pursuant to the schedule set forth above.

If any share certificates have not been issued, the Company’s secretary will be authorized to cancel any shares issued to a Selling Shareholder subject to the receipt of the Mindesta shares.

2.4 Closing Date

The Closing will take place, subject to the terms and conditions of this Agreement.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

As of the Closing, the Company represents and warrants to Mindesta, and acknowledges that Mindesta is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Mindesta, as follows:

3.1 Organization and Good Standing

The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate authority to own, lease and to carry on its business as now being conducted. The Company is duly qualified to do business and is in good standing as a corporation in each of the jurisdictions in which the Company owns property, leases property, does business, or is otherwise required to do so, where the failure to be so qualified would have a material adverse effect on the business of the Company taken as a whole.

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3.2 Authority

The Company has all requisite corporate authority to execute and deliver this Agreement and any other document contemplated by this Agreement (collectively, the “Company Documents”) to be signed by the Company and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of each of the Company Documents by the Company and the consummation of the transactions contemplated hereby have been duly authorized by the Company’s board of directors. No other corporate or shareholder proceedings on the part of the Company is necessary to authorize such documents or to consummate the transactions contemplated hereby. This Agreement has been, and the other Company Documents when executed and delivered by the Company as contemplated by this Agreement will be, duly executed and delivered by the Company and this Agreement is, and the other Company Documents when executed and delivered by the Company as contemplated hereby will be, valid and binding obligations of the Company enforceable in accordance with their respective terms except:

	(a)	as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally;

	(b)	as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and

	(c)	as limited by public policy.

3.3 Capitalization of Company

As of the date of this Agreement, and as of the Closing Date, all of the issued and outstanding Series A Common Stock will be duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the laws of the state of its incorporation. There are no agreements purporting to restrict the transfer of the Common Stock, no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the voting of the Common Stock. Except as set forth on Schedule 1, there are, and will not be at Closing, any equity securities issued or issuable or other securities which can be converted into any class of equity securities of Company.

3.4 Title and Authority of Selling Shareholders

Each of the Selling Shareholders is and will be as of the Closing, the registered and beneficial owner of and will have good and marketable title to the Common Stock held by it and will hold such free and clear of all liens, charges and encumbrances whatsoever; and such Common Stock held by such Selling Shareholders have been duly and validly issued and are outstanding as fully paid and non-assessable equity shares in the capital of Company. Each of the Selling Shareholders has due and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and to transfer the registered, legal and beneficial title and ownership of the Common Stock held by it.

3.5 Shareholders of Company

Schedule 1 contains a true and complete list of the Selling Shareholders and the number of shares of Common Stock owned by the Selling Shareholders. There are no other shareholders, warrant holders or option holders of the Company. There is no person or entity entitled to receive any equity securities, warrants, options or other instruments that may be converted into equity securities of Company and that there are no outstanding options, warrants or other securities as of the date hereof and as of the Closing Date.

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3.6 Corporate Records of Company

The Company’s corporate records as required to be maintained by it pursuant to all applicable laws, are accurate, complete and current in all material respects, and the minute book of Company is, in all material respects, correct and contains all records required by all applicable laws, as applicable, in regards to all proceedings, consents, actions and meetings of the shareholders and the board of directors of Company.

3.7 Non-Contravention

Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will:

	(a)	conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of the Company or any of its subsidiaries under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its subsidiaries, or any of their respective material property or assets;

	(b)	violate any provision of the Constitution, Articles of Incorporation or bylaws of the Company, any of its subsidiaries (if applicable) or any applicable laws; or

	(c)	violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to the Company, any of its subsidiaries or any of their respective material property or assets.

3.8 Actions and Proceedings

There is no basis for and there is no action, suit, judgment, claim, demand or proceeding outstanding or pending, or threatened against or affecting Company or which involves any of the business, or the properties or assets of the Company.

3.9 Compliance

(a)

The Company is in compliance with, is not in default or violation in any material respect under, and has not been charged with or received any notice at any time of any material violation of any statute, law, ordinance, regulation, rule, decree or other applicable regulation to the business or operations of Company;

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	(b)	The Company is not subject to any judgment, order or decree entered in any lawsuit or proceeding applicable to its business and operations that would constitute a Company Material Adverse Effect; and

	(c)	The Company has duly filed all reports and returns required to be filed by it with governmental authorities and has obtained all governmental permits and other governmental consents, except as may be required after the execution of this Agreement. All of such permits and consents are in full force and effect, and no proceedings for the suspension or cancellation of any of them, and no investigation relating to any of them, is pending or to the best knowledge of Company, threatened, and none of them will be adversely affected by the consummation of the Transaction; and

	(c)	The Company has operated in compliance with all laws, rules, statutes, ordinances, orders and regulations applicable to its business. Company has not received any notice of any violation thereof, nor is Company aware of any valid basis therefore.

3.10 Filings, Consents and Approvals

No filing or registration with, no notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person or entity is necessary for the consummation by Company or the Selling Shareholders of the Transaction contemplated by this Agreement or to enable Mindesta to continue to conduct its business after the Closing Date in a manner which is consistent with that in which the business is presently conducted.

3.11 Financial Representations

The audited balance sheets for Company for its last two fiscal (the “Company Accounting Date”), together with related statements of operations and comprehensive loss, statement of cash flows income, statement of changes in shareholder’s equity for such fiscal years and interim period then ended (collectively, the “Company Financial Statements”) supplied by the Company are:

(a) in accordance with the books and records of the Company;

(b) present fairly the financial condition of Company as of the respective dates indicated and the results of operations for such periods; and

(c) have been prepared in accordance with U.S. GAAP.

The Company has not received any advice or notification from its independent certified public accountants that Company has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Company Financial Statements or the books and records of Company, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Company accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Company. The Company has not engaged in any transaction, maintained any bank account, or used any funds of the Company, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of the Company.

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3.12 Absence of Undisclosed Liabilities

At Closing the Company will not have any material Liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise that exceed $2,500 which: (a) are not set forth in the Company Financial Statements or have not heretofore been paid or discharged; (b) did not arise in the regular and ordinary course of business under any agreement, contract commitment, lease or plan specifically disclosed in writing to Mindesta; or (c) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the date of the last Company Financial Statements

3.13 Tax Matters

(a)

As of the date hereof:

	(i)	the Company has timely filed all tax returns in connection with any Taxes which are required to be filed on or prior to the date hereof, taking into account any extensions of the filing deadlines which have been validly granted to Company, and

	(ii)	all such returns are true and correct in all material respects;

	(b)	The Company has paid, all taxes that have become or are due with respect to any period ended on or prior to the date hereof, and has established an adequate reserve therefore on its balance sheets for those Taxes not yet due and payable, except for any Taxes the non- payment of which will not have a Company Material Adverse Effect;

	(c)	The Company is not presently under or has not received notice of, any contemplated investigation or audit by regulatory or governmental agency of body or any foreign or state taxing authority concerning any fiscal year or period ended prior to the date hereof;

	(d)	All Taxes required to be withheld on or prior to the date hereof from employees for income Taxes, social security Taxes, unemployment Taxes and other similar withholding Taxes have been properly withheld and, if required on or prior to the date hereof, have been deposited with the appropriate governmental agency; and

	(e)	To the best knowledge of the Company, the Company’s Financial Statements contain full provision for all Taxes including any deferred Taxes that may be assessed to Company for the accounting period ended on the Company Accounting Date or for any prior period in respect of any transaction, event or omission occurring, or any profit earned, on or prior to the Company Accounting Date or for any profit earned by Company on or prior to the Company Accounting Date or for which Company is accountable up to such date and all contingent Liabilities for Taxes have been provided for or disclosed in the Company Financial Statements.

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3.14 Absence of Changes

Since the Company Accounting Date, the Company has not:

	(a)	incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties;

	(b)	sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice;

	(c)	created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Company or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever;

	(d)	made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business;

	(e)	declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities;

	(f)	suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects;

	(g)	suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise);

	(h)	received notice or had knowledge of any actual or threatened labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects;

	(i)	made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $2,500;

	(j)	other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled;

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	(k)	entered into any transaction other than in the ordinary course of business consistent with past practice; or

	(l)	agreed, whether in writing or orally, to do any of the foregoing.

3.15 Absence of Certain Changes or Events

Since the date of the financial statements or audited financial statements, there has not been:

	(a)	any material change in the financial condition of the Company; or

	(b)	any material change by the Company in its accounting methods, principles or practices.

3.16 Subsidiaries

The Company does not have any subsidiaries.

3.17 Personal and Property

The Company possesses, and has good and marketable title of all property necessary for the continued operation of the business of the Company as presently conducted and as represented to Mindesta. All such property is used in the business of the Company. All such property is in reasonably good operating condition (normal wear and tear excepted), and is reasonably fit for the purposes for which such property is presently used. All material equipment, furniture, fixtures and other tangible personal property and assets owned or leased by Company is owned by Company free and clear of all liens, security interests, charges, encumbrances, and other adverse claims, except as set forth herein:

3.18 Intellectual Property

(a) Intellectual Property Assets

The Company owns or holds an interest in all intellectual property assets necessary for the operation of the business of Company as it is currently conducted (collectively, the “Intellectual Property Assets”), including:

	(1)	all functional business names, trading names, registered and unregistered trademarks, service marks, and applications (collectively, the “Marks”);

	(2)	all patents, patent applications, and inventions, methods, processes and discoveries that may be patentable (collectively, the “Patents”);

	(3)	all copyrights in both published works and unpublished works (collectively, the “Copyrights”); and

	(4)	all know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans, drawings, and blue prints owned, used, or licensed by Company as licensee or licensor (collectively, the “Trade Secrets”).

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3.19 Insurance

The assets owned by Company are not insured

3.20 Employees and Consultants

All employees and consultants of Company have been paid all salaries, wages, income and any other sum due and owing to them by Company, as at the end of the most recent completed pay period. To the best knowledge of the Company, no employee of the Company is in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement or any other contract or agreement relating to the relationship of such employee with Company or any other nature of the business conducted or to be conducted by Company.

3.20 Real Property

The Company does not own any real property. Each of the leases, subleases, claims or other real property interests (collectively, the “Leases”) to which the Company is a party or is bound is legal, valid, binding, enforceable and in full force and effect in all material respects. All rental and other payments required to be paid by Company pursuant to any such Leases have been duly paid and no event has occurred which, upon the passing of time, the giving of notice, or both, would constitute a breach or default by any party under any of the Leases. The Leases will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing Date. Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or the leasehold property pursuant thereto.

3.21 Material Contracts and Transactions

All material contracts, agreements, licenses, permits, arrangements, commitments, instrument or contract to which the Company is a party (each, a “Contract”). Each Contract is in full force and effect, and there exists no material breach or violation of or default by Company under any Contract, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any Contract by the Company. The continuation, validity, and effectiveness of each Contract will in no way be affected by the consummation of the Transaction contemplated by this Agreement. There exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Contract.

3.22 Certain Transactions

The Company is not a guarantor or indemnitor of any indebtedness of any third party, including any person, firm or corporation.

3.23 Completeness of Disclosure

No representation or warranty by the Company in this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

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4.	REPRESENTATIONS AND WARRANTIES OF EACH SELLING SHAREHOLDER

	As of the Closing, each Selling Shareholder, individually and not as a group, represents and warrants to Mindesta, and acknowledges that Mindesta is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Mindesta, as follows:

4.1 Title to the Class A Common Stock

As of the Closing Date the Class A Common Stock owned by the Selling Shareholder is owned free and clear of all liens and encumbrances. There is no agreement or restriction on the Selling Shareholder restricting or prohibiting the transfer of the Class A Common Stock. No third party approval is necessary to transfer the Class A Common Stock.

4.2 Status of the Selling Shareholder

The Selling Shareholder is either an accredited or sophisticated investor. The Selling Shareholder has received satisfactory answers to any questions submitted to Mindesta. The Selling Shareholder has reviewed the Mindesta filings as submitted to the United States Securities and Exchange Commission.

4.3 Resale Restrictions and Investment Intent.

The Selling Shareholder acknowledge and agree that the Mindesta Shares are being issued for investment purposes only pursuant to an exemption from the prospectus and registration requirements of the Securities Act. As required by applicable securities law, the Selling Shareholder agrees to abide by all applicable resale restrictions and hold periods imposed by all applicable securities legislation. All certificates representing the Mindesta Shares issued on Closing will be endorsed with a restrictive legend similar in form and substance to the following: “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE

BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”

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5.	REPRESENTATIONS AND WARRANTIES OF MINDESTA

As of the Closing, Mindesta represents and warrants to the Company and the Selling Shareholders and acknowledge that the Company and the Selling Shareholders are relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of the Company or the Selling Shareholders, as follows:

5.1 Organization and Good Standing

Mindesta is a corporation duly incorporated, organized, validly existing and in good standing under the laws of the state of Delaware. Mindesta has all requisite corporate authority to own, lease and to carry on its business as now being conducted. It is qualified to do business and is in good standing in each of the jurisdictions in which it owns property, leases property, does business, or is otherwise required to do so, where the failure to be so qualified would have a material adverse effect on the businesses, operations, or financial condition of Mindesta or Mindesta Company.

5.2 Authority

Mindesta has all requisite corporate authority to execute and deliver this Agreement and any other document contemplated by this Agreement (collectively, the “Mindesta Documents”) to be signed by each and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of the Mindesta Documents and the consummation of the transactions contemplated hereby have been duly authorized by Mindesta’s board of directors. No other corporate proceedings or third party consents, including but not limited to the Securities and Exchange Commission is necessary to authorize such documents or to consummate the transactions contemplated hereby. This Agreement has been, and the other Mindesta Documents when executed and delivered by Mindesta as contemplated by this Agreement will be, duly executed and delivered by Mindesta and this Agreement is, and the other Mindesta Documents when executed and delivered by Mindesta, as contemplated hereby will be, valid and binding obligations of Mindesta enforceable in accordance with their respective terms, except:

	(a)	as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally;

	(b)	as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and

	(c)	as limited by public policy.

5.3 Capitalization of Mindesta

As of the Closing Date, all of the issued and outstanding shares of Mindesta will be duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. There has been no change in the Mindesta’s financial statements or the number of issued and outstanding shares of common stock authorized since June 30, 2014 as reported in Mindesta’s quarterly report as filed with the Securities and Exchange Commission. Mindesta has not issued any options or other instruments which can be converted into common stock since the date of Mindesta’s June 30, 2014 quarterly report and through the date of Closing

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5.4 Corporate books and records

The corporate records of Mindesta, as required to be maintained by it pursuant to the laws of the State of Delaware, are accurate, complete and current in all material respects, and the minute book of Mindesta is, in all material respects, correct and contains all material records required by the law of the State of Delaware in regards to all proceedings, consents, actions and meetings of the shareholders and the board of directors of Mindesta.

5.5 Non-Contravention

Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will:

(a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Mindesta under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Mindesta or any of its material property or assets;

(b) violate any provision of the applicable incorporation or charter documents of Mindesta; or

(c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Mindesta or any of its material property or assets.

5.6 Actions and Proceedings

To the best knowledge of Mindesta, there is no claim, charge, arbitration, grievance, action, suit, investigation or proceeding by or before any court, arbiter, administrative agency or other governmental authority now pending or, to the best knowledge of Mindesta, threatened against Mindesta which involves any of the business, or the properties or assets of Mindesta that, if adversely resolved or determined, would have a material adverse effect on the business, operations, assets, properties, prospects or conditions of Mindesta taken as a whole (a “Mindesta Material Adverse Effect”). There is no reasonable basis for any claim or action that, based upon the likelihood of its being asserted and its success if asserted, would have such a Mindesta Material Adverse Effect.

5.7 Compliance

(a) To the best knowledge of Mindesta, Mindesta is in compliance with, is not in default or violation in any material respect under, and has not been charged with or received any notice at any time of any material violation of any statute, law, ordinance, regulation, rule, decree or other applicable regulation to the business or operations of Mindesta;

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(b) To the best knowledge of Mindesta, Mindesta is not subject to any judgment, order or decree entered in any lawsuit or proceeding applicable to its business and operations that would constitute a Mindesta Material Adverse Effect;

(c) Mindesta has duly filed all reports and returns required to be filed by it with governmental authorities and has obtained all governmental permits and other governmental consents, except as may be required after the execution of this Agreement. All of such permits and consents are in full force and effect, and no proceedings for the suspension or cancellation of any of them, and no investigation relating to any of them, is pending or to the best knowledge of Mindesta, threatened, and none of them will be affected in a material adverse manner by the consummation of the Transaction; and

(d) Mindesta has operated in material compliance with all laws, rules, statutes, ordinances, orders and regulations applicable to its business. Mindesta has not received any notice of any violation thereof, nor is Mindesta aware of any valid basis therefore.

5.8 Filings, Consents and Approvals

No filing or registration with, no notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person or entity is necessary for the consummation by Mindesta of the Transaction contemplated by this Agreement to continue to conduct its business after the Closing Date in a manner which is consistent with that in which it is presently conducted.

5.9 SEC Filings

Mindesta has furnished or made available to the Company and the Selling Shareholders a true and complete copy of each report, schedule, registration statement and proxy statement filed by Mindesta with the SEC (collectively, and as such documents have since the time of their filing been amended, the “Mindesta SEC Documents”). As of their respective dates, the Mindesta SEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Mindesta SEC Documents.

5.10 Financial Representations

Included with the Mindesta SEC Documents are true, correct, and complete copies of the financial statements of Mindesta (the “Mindesta Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for the fiscal year and interim period then ended (collectively, the “Mindesta Financial Statements”). The Mindesta Financial Statements:

(a) are in accordance with the books and records of Mindesta;

(b) present fairly the financial condition of Mindesta as of the respective dates indicated and the results of operations for such periods; and

(c) have been prepared in accordance with GAAP.

Mindesta has not received any advice or notification from its independent certified public accountants that Mindesta has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Mindesta Financial Statements or the books and records of Mindesta, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Mindesta accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Mindesta. Mindesta has not engaged in any transaction, maintained any bank account, or used any funds of Mindesta, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Mindesta.

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5.11 Absence of Undisclosed Liabilities

As of the date of the financial statements, Mindesta has no material Liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which:

(a) are not set forth in the Mindesta Financial Statements or have not heretofore been paid or discharged;

(b) did not arise in the regular and ordinary course of business under any agreement, contract, commitment, lease or plan specifically disclosed in writing to Company;

(c) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the date of the last Mindesta Financial Statements; or

(d) have any material affect on the operations of the Company.

5.12 Tax Matters

As of the date hereof:

(a) Mindesta has timely filed all tax returns in connection with any Taxes which are required to be filed on or prior to the date hereof, taking into account any extensions of the filing deadlines which have been validly granted to them, and

(b) All such returns are true and correct in all material respects;

(c) Mindesta has paid all Taxes that have become or are due with respect to any period ended on or prior to the date hereof;

(d) Mindesta has complied with an Internal Revenue Service investigation and all liabilities due pursuant to this investigation have been satisfied or discharged. Further, there has been no other investigation by any foreign or state taxing authority concerning any fiscal year or period ended prior to the date hereof;

(e) All Taxes required to be withheld on or prior to the date hereof from employees for income Taxes, social security Taxes, unemployment Taxes and other similar withholding Taxes have been properly withheld and, if required on or prior to the date hereof, have been deposited with the appropriate governmental agency; and

(f) To the best knowledge of Mindesta, the Mindesta Financial Statements contain full provision for all Taxes including any deferred Taxes that may be assessed to Mindesta for the accounting period ended on the Mindesta Accounting Date or for any prior period in respect of any transaction, event or omission occurring, or any profit earned, on or prior to the Mindesta Accounting Date or for any profit earned by Mindesta on or prior to the Mindesta Accounting Date or for which Mindesta is accountable up to such date and all contingent Liabilities for Taxes have been provided for or disclosed in the Mindesta Financial Statements.

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5.13 Absence of Changes

Since the date of the Financial Statements, and as of the Closing, except as disclosed in the Public SEC Documents and except as contemplated in this Agreement, Mindesta has not:

(a) Incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties;

(b) Sold, encumbered, assigned or transferred any material fixed assets or properties;

(c) Created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Mindesta to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever;

(d) Made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business;

(e) Declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities;

(f) Suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects;

(g) Suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise);

(h) Received notice or had knowledge of any actual or threatened labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects;

(i) Made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $1,000;

(j) Other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; or (k) Agreed, whether in writing or orally, to do any of the foregoing.

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5.14 Absence of Certain Changes or Events

Since the date of the financial statements, except as and to the extent disclosed in the Mindesta SEC Documents, there has not been:

(a) a Mindesta Material Adverse Effect; or

(b) any material change by Mindesta in its accounting methods, principles or practices.

5.15 Personal Property and Mining claims

There are no material equipment, furniture, fixtures and other tangible personal property and assets owned or leased by Mindesta, except as disclosed in the Mindesta SEC Documents. Mindesta does not own any mining claims or rights to obtain any interests in mining claims or working interests in any mineral properties.

5.16 No Brokers

Mindesta has not incurred any obligation or liability to any party for any brokerage fees, agent’s commissions, or finder’s fees in connection with the Transaction contemplated by this Agreement.

5.17 Completeness of Disclosure

No representation or warranty by Mindesta in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Company pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

6.	CLOSING CONDITIONS

6.1 Conditions Precedent to Closing by Mindesta

The obligation of Mindesta to consummate the Transaction is subject to the satisfaction or written waiver of the conditions set forth herein on a date mutually agreed upon by the parties hereto in writing. The Closing of the Transaction contemplated by this Agreement will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of Mindesta and may be waived by Mindesta in its sole discretion.

(a) Representations and Warranties

The representations and warranties of the Company and the Selling Shareholders set forth in this Agreement are true, correct and complete in all respects as of the Closing Date and the Company has delivered to Mindesta a certificate dated as of the Closing Date, to the effect that the representations and warranties made by Company in this Agreement are true and correct.

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(b) Performance

All of the covenants and obligations that Company and the Selling Shareholders are required to perform or to comply with pursuant to this Agreement have been performed and complied with in all material respects.

(c) Transaction Documents

This Agreement, the Company Documents, the Company Financial Statements and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to Mindesta, have been executed and delivered to Mindesta.

(d) Third Party Consents

Mindesta has received from the Company duly executed copies of any required third-party consents, permits, authorizations and approvals of any public, regulatory or governmental body or authority or person or entity contemplated by this Agreement (if any).

(e) No Material Adverse Change

No Company Material Adverse Effect has occurred.

(f) No Action

No suit, action, or proceeding will be pending or threatened which would:

(1) prevent the consummation of any of the transactions contemplated by this Agreement; or

(2) cause the Transaction to be rescinded following consummation;

(g) Delivery of Financial Statements

The Company hasdelivered to Mindesta the Company Financial Statements which financial statements will include audited financial statements for Company’s two fiscal years, prepared in accordance with GAAP and audited by an independent auditor registered with the Public Company Accounting Oversight Board in the United States.

6.2 Conditions Precedent to Closing by the Company and the Selling Shareholders

The obligation of the Company and the Selling Shareholders to consummate the Transaction is subject to the satisfaction or written waiver of the conditions set forth below by a date mutually agreed upon by the parties. The Closing of the Transaction will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of Company and the Selling Shareholders and may be waived by Company and the Selling Shareholders in their discretion.

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	(a)	Representations and Warranties

		The representations and warranties of Mindesta set forth in this Agreement are e true, correct and complete in all respects as of the Closing Date and Mindesta will have delivered to Company a certificate dated the Closing Date, to the effect that the representations and warranties made by Mindesta in this Agreement are true and correct.

	(b)	Performance

		All of the covenants and obligations that Mindesta are required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been performed and complied with in all material respects. Mindesta must have delivered each of the documents required to be delivered by it pursuant to this Agreement.

	(c)	Transaction Documents

		This Agreement, the Mindesta Documents and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to the Company have been executed and delivered by Mindesta.

	(d)	Third Party Consents

		The Company has received from Mindesta duly executed copies of any required third- party consents, permits, authorizations and approvals of any public, regulatory (including the SEC) or governmental body or authority or person or entity contemplated by this Agreement (if any), in the form and substance reasonably satisfactory to Company.

	(e)	No Material Adverse Change

		No Mindesta Material Adverse Effect has occurred.

	(f)	No Action

		No suit, action, or proceeding is pending or threatened before any governmental or regulatory authority wherein an unfavorable judgment, order, decree, stipulation, injunction or charge would result in and/or:

	(i)	prevent the consummation of any of the transactions contemplated by this Agreement; or

	(ii)	cause the Transaction to be rescinded following consummation.

	(g)	Public Market

		On the Closing Date, the shares of Mindesta will be quoted on the National Association of Securities Dealers, Inc.’s OTC Bulletin Board.

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7.	ADDITIONAL COVENANTS OF THE PARTIES

7.1 Confidentiality

All information regarding the business of Company including, without limitation, financial information that the Company provides to Mindesta during the Mindesta due diligence investigation of Company will be kept in strict confidence by Mindesta and will not be used (except in connection with due diligence), dealt with, exploited or commercialized by Mindesta or disclosed to any third party (other than the Mindesta professional accounting and legal advisors) without the prior written consent of Company. If the Transaction contemplated by this Agreement does not proceed for any reason, then upon receipt of a written request from Company, Mindesta will immediately return to Company (or as directed by Company) any information received regarding Company’s business. Likewise, all information regarding the business of Mindesta including, without limitation, financial information that Mindesta provides to Company during its due diligence investigation of Mindesta will be kept in strict confidence by Company and will not be used (except in connection with due diligence), dealt with, exploited or commercialized by Company or disclosed to any third party (other than Company’s professional accounting and legal advisors) without the prior written consent of Mindesta. If the Transaction contemplated by this Agreement does not proceed for any reason, then upon receipt of a written request from Mindesta, Company will immediately return to Mindesta (or as directed by Mindesta) any information received regarding Wind Work’s business.

7.2 Notification

Between the date of this Agreement and the Closing Date, each of the parties to this Agreement will promptly notify the other parties in writing if it becomes aware of any fact or condition that causes or constitutes a material breach of any of its representations and warranties as of the date of this Agreement, if it becomes aware of the occurrence after the date of this Agreement of any fact or condition that would cause or constitute a material breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. Should any such fact or condition require any change in the Schedules relating to such party, such party will promptly deliver to the other parties a supplement to the Schedules specifying such change. During the same period, each party will promptly notify the other parties of the occurrence of any material breach of any of its covenants in this Agreement or of the occurrence of any event that may make the satisfaction of such conditions impossible or unlikely.

7.3 Conduct of Company and Mindesta Business Prior to Closing

From the date of this Agreement to the Closing Date, and except to the extent that Mindesta otherwise consents in writing, the Company will operate its business substantially as presently operated and only in the ordinary course and in compliance with all applicable laws, and use its best efforts to preserve intact its good reputation and present business organization and to preserve its relationships with persons having business dealings with it. Likewise, from the date of this Agreement to the Closing Date, and except to the extent that the Company otherwise consents in writing, Mindesta will operate its business substantially as presently operated and only in the ordinary course and in compliance with all applicable laws, and use its best efforts to preserve intact its good reputation and present business organization and to preserve its relationships with persons having business dealings with it.

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7.4 Certain Acts Prohibited – Company

Except as expressly contemplated by this Agreement or for purposes in furtherance of this Agreement, between the date of this Agreement and the Closing Date, the Company will not, without the prior written consent of Mindesta:

	(1)	amend its Articles of Incorporation or other incorporation documents;

	(2)	incur any liability or obligation other than in the ordinary course of business or encumber or permit the encumbrance of any properties or assets of Company except in the ordinary course of business;

	(3)	dispose of or contract to dispose of any Company property or assets, including the Intellectual Property Assets, except in the ordinary course of business consistent with past practice;

	(4)	issue, deliver, sell, pledge or otherwise encumber or subject to any lien any shares of the Company Common Stock, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities;

	(5)	declare, set aside or pay any dividends on, or make any other distributions in respect of the Company Common Stock, or

	(6)	split, combine or reclassify any Company Common Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Common Stock; or

	(7)	not materially increase benefits or compensation expenses of Company, other than as contemplated by the terms of any employment agreement in existence on the date of this Agreement, increase the cash compensation of any director, executive officer or other key employee or pay any benefit or amount not required by a plan or arrangement as in effect on the date of this Agreement to any such person.

7.5 Certain Acts Prohibited – Mindesta

Except as expressly contemplated by this Agreement, between the date of this Agreement and the Closing Date, Mindesta will not, without the prior written consent of Company:

	(1)	incur any liability or obligation or encumber or permit the encumbrance of any properties or assets of Mindesta except in the ordinary course of business consistent with past practice;

	(2)	dispose of or contract to dispose of any Mindesta property or assets except in the ordinary course of business consistent with past practice;

	(3)	declare, set aside or pay any dividends on, or make any other distributions in respect of the Mindesta Common Stock; or

	(4)	increase benefits or compensation expenses of Mindesta, increase the cash compensation of any director, executive officer or other key employee or pay any benefit or amount to any such person.

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7.6 Public Announcements

Mindesta and the Company each agree that they will not release or issue any reports or statements or make any public announcements relating to this Agreement or the Transaction contemplated herein without the prior written consent of the other party, except as may be required by the disclosure obligation imposed on Mindesta or Company or their respective affiliates under rules or regulations.

8.	CLOSING

	8.1	The Closing shall take place on the Closing Date at the offices of Mindesta or at such other location as agreed to by the parties.

	8.2	Closing Deliveries of Company and the Selling Shareholders

		The Company and the Selling Shareholders will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Mindesta:

(1) copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of the Company evidencing approval of this Agreement and the Transaction;

(2) share certificates representing the Common Stock as required by this Agreement, if such have been issued;

(3) the Company Documents, the Company Financial Statements and any other necessary documents, each duly executed by Company, as required to give effect to the Transaction;

8.3 Closing Deliveries of Mindesta

At Closing, Mindesta will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Company:

(1) copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of Mindesta evidencing approval of this Agreement and the Transaction;

(2) the share certificates representing the Mindesta Shares.

(3) the Company Documents, the Company Financial Statements and any other necessary documents, each duly executed by Company, as required to give effect to the Transaction;

9.	POST CLOSING COVENANTS

	Company and its shareholders agree and understand that the post closing undertaking set forth herein is a material inducement for Mindesta to enter into this transaction.

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10.

INDEMNIFICATION, REMEDIES, SURVIVAL

10.1 Certain Definitions

For the purposes of this Article 10 the terms “Loss” and “Losses” mean any and all demands, claims, actions or causes of action, assessments, losses, damages, Liabilities, costs, and expenses, including without limitation, interest, penalties, fines and reasonable attorneys, accountants and other professional fees and expenses, but excluding any indirect, consequential or punitive damages suffered by Mindesta or Company including damages for lost profits or lost business opportunities.

10.2 Agreement of Company to Indemnify

The Company will indemnify, defend, and hold harmless, to the full extent of the law, Mindesta, its officers, directors and its shareholders from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Mindesta and its shareholders by reason of, resulting from, based upon or arising out of:

(A) the breach by Company of any representation or warranty of Company contained in or made pursuant to this Agreement, any Company Document or any certificate or other instrument delivered pursuant to this Agreement; or

(B) the breach or partial breach by Company of any covenant or agreement of Company made in or pursuant to this Agreement, any Company Document or any certificate or other instrument delivered pursuant to this Agreement.

10.3 Agreement of Mindesta to Indemnify

Mindesta will indemnify, defend, and hold harmless, to the full extent of the law, the Company and the Selling Shareholders from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Company and the Selling Shareholders by reason of, resulting from, based upon or arising out of:

(A) the breach by Mindesta of any representation or warranty of Mindesta contained in or made pursuant to this Agreement, any Mindesta Document or any certificate or other instrument delivered pursuant to this Agreement; or

(B) the breach or partial breach by Mindesta of any covenant or agreement of Mindesta made in or pursuant to this Agreement, any Mindesta Document or any certificate or other instrument delivered pursuant to this Agreement.

11.

MISCELLANEOUS PROVISIONS

11.1 Effectiveness of Representations; Survival

Each party is entitled to rely on the representations, warranties and agreements of each of the other parties and all such representation, warranties and agreement will be effective regardless of any investigation that any party has undertaken or failed to undertake. Unless otherwise stated in this Agreement, and except for instances of fraud, the representations, warranties and agreements will survive the Closing Date and continue in full force and effect until three (3) years after the Closing Date.

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11.2 Further Assurances

Each of the parties hereto will co-operate with the others and execute and deliver to the other parties hereto such other instruments and documents and take such other actions as may be reasonably requested from time to time by any other party hereto as necessary to carry out, evidence, and confirm the intended purposes of this Agreement.

11.3 Amendment

This Agreement may not be amended except by an instrument in writing signed by each of the parties.

11.4 Expenses

Each party will bear their own costs incurred in connection with the preparation, execution and performance of this Agreement and the Transaction contemplated hereby.

11.5 Entire Agreement

This Agreement, the schedules attached hereto and the other documents in connection with this transaction contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior arrangements and understandings, both written and oral, expressed or implied, with respect thereto. Any preceding correspondence or offers are expressly superseded and terminated by this Agreement.

11.6 Notices

All notices and other communications required or permitted under this Agreement must be in writing and will be deemed given if sent by personal delivery, faxed with electronic confirmation of delivery, internationally-recognized express courier or registered or certified mail (return receipt requested), postage prepaid, to the parties at their then place of business or residence. Each party undertakes to provide each of the other parties notice of any address.

11.7 Headings

The headings contained in this Agreement are for convenience purposes only and will not affect in any way the meaning or interpretation of this Agreement.

11.8 Benefits

This Agreement is and will only be construed as for the benefit of or enforceable by those persons party to this Agreement.

11.9 Assignment

This Agreement may not be assigned (except by operation of law) by any party without the consent of the other parties.

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11.10 Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed therein.

12.	Construction

	The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

13.	Gender

	All references to any party will be read with such changes in number and gender as the context or reference requires.

14.	Business Days

	If the last or appointed day for the taking of any action required or the expiration of any rights granted herein shall be a Saturday, Sunday or a legal holiday in the State of Delaware, then such action may be taken or right may be exercised on the next succeeding day which is not a Saturday, Sunday or such a legal holiday.

15.	Counterparts

	This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

16.	Fax Execution

	This Agreement may be executed by delivery of executed signature pages by fax and such fax execution will be effective for all purposes.

17.	Execution by Selling Shareholders

	Notwithstanding any provisions of this Agreement to the contrary, the parties acknowledge and agree that the Selling Shareholders are executing this Agreement only for the purpose of receiving the benefit thereof and that the sole and exclusive liability of the Selling Shareholders pursuant to this Agreement relates to the representations and warranties made by each of the Selling Shareholders at Section 4 of this Agreement with regard to matters pertaining only to the Selling Shareholder in question. In other words, one Selling Shareholder shall not be responsible for the liability arising from a breach of Section 4 by another Selling Shareholder.

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

MINDESTA INC.

By:	/s/Greg Bowes
	Greg Bowes
	Chief Executive Officer

CTT PHARMACEUTICALS INC.

By:	/s/Pankaj Modi
	Dr. Pankaj Modi
	Chief Executive Officer

Selling Shareholders


/s/Dean Hanisch	/s/Christos Theodossiou
Dean Hanisch	Christos Theodossiou


/s/Pankaj Modi	/s/Christopher Halkai
Dr. Pankaj Modi	Christopher Halkai


/s/Hesham Osman	/s/Michael Clancy
Hesham Osman	Michael R. Clancy, Trust



/s/Sandy Singh	/s/Fay Jerrett
1716522 Ontario Inc.	Fay Jerrett
By: Sandy Singh


/s/Kamil Rabay	/s/Matt Harrington
Capital Financial	Matt Harrington
By: Kamil Rabay

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SCHEDULE 1

SELLING SHAREHOLDERS

NAME:	% of Shares	No of Shares	Mindesta Shares to
	Shares	owned	be issued

Dean Hanisch	10.00%	250,000`	14,073,894

Dr. Pankaj Modi	50.00%	1,250,000	70,369,474

Hesham Osman	14.90%	372,600	20,970,103

Matt Harrington	2.00%	50,000	2,814,779

1716522 Ontario Inc.	1.00%	25,000	1,407,389

Christos Theodossiou	0.50%	12,500	703,696

Christopher Halkai	0.50%	12,500	703,696

Michael R. Clancy, Trust	1.97%	49,000	2,772,557

Fay Jerrett	4.90%	122,600	6,896,208

Capital Financial	14.23%	355,800	20,027,152

TOTAL	100%	2,500.000	140,738,948

EXHIBIT 21.1

SUBSIDIARIES OF REGISTRANT

CTT PHARMACEUTICALS, INC.

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CTT Pharmaceuticals, Inc.
(Formerly Fenwafe Inc.)
Financial Statements
February 28, 2014 and 2013

Management’s Responsibility

To the Shareholders of CTT Pharmaceuticals, Inc.:

Management is responsible for the preparation and presentation of the accompanying financial statements, including responsibility for significant accounting judgments and estimates in accordance with accounting principles generally accepted in the United States of America. This responsibility includes selecting appropriate accounting principles and methods, and making decisions affecting the measurement of transactions in which objective judgment is required.

In discharging its responsibilities for the integrity and fairness of the financial statements, management designs and maintains the necessary accounting systems and related internal controls to provide reasonable assurance that transactions are authorized, assets are safeguarded and financial records are properly maintained to provide reliable information for the preparation of financial statements.

The Board of Directors is responsible for overseeing management in the performance of its financial reporting responsibilities, and for approving the financial information included in the annual report. The Board fulfills these responsibilities by reviewing the financial information prepared by management and discussing relevant matters with management and external auditors. The Board of Directors is also responsible for recommending the appointment of CTT Pharmaceutical’s external auditors.

MNP LLP, an independent firm of Chartered Professional Accountants, is appointed by the shareholders to audit the financial statements and report directly to them; their report follows. The external auditors have full and free access to, and meet periodically and separately with, the Board of Directors, Audit Committee and management to discuss their audit findings.

July 29, 2014

Pankaj Modi		Dean Hanisch
CEO		CFO

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of CTT Pharmaceuticals, Inc. (formerly Fenwafe Inc.)

We have audited the accompanying balance sheets of CTT Pharmaceuticals, Inc. as of February 28, 2014 and 2013, and the related statements of comprehensive income, stockholders’ equity, and cash flows for each of the years in the three year period ended February 28, 2014. CTT Pharmaceuticals, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CTT Pharmaceuticals, Inc. as of February 28, 2014 and 2013, and the results of its operations and its cash flows for each of the years in the three year period ended February 28, 2014 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has accumulated operating losses of $205,124 since inception and the continuation of the Company is dependent upon the continuing support of the shareholders, ongoing product development, the successful implementation of a marketing program, market acceptance of its products and achieving profitability. These factors along with other matters as set forth in Note 1, raise substantial doubt that the Company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


	Chartered Accountants
Vancouver, BC, Canada July 29, 2014

CTT Pharmaceuticals, Inc.
(formerly Fenwafe Inc.)
Balance Sheets
As at February 28
(Canadian Dollars)

		2014			2013

Assets

Current
Cash	$	439		$	17

Total Assets	$	439		$	17

Liabilities

Current
Accounts payable and accrued liabilities	$	11,624		$	-
Due to shareholder (Note 3)		20,000			20,000

Total Liabilities		31,624			20,000

Stockholders’ Deficiency
Capital stock (Note5)
Authorized Unlimited Class A common voting shares with no par value Unlimited Class B and C common non-voting shares with no par value Unlimited redeemable First preferred voting shares Unlimited redeemable Second and Third preferred non-voting shares Unlimited redeemable Fourth preferred voting shares Issued and outstanding: 2,500,000 (2013: 2,500,000) Class A Common Shares		83,103			83,103
Contributed surplus		90,836			81,847
Deficit		(205,124	)		(184,933	)

Total Stockholders’ Deficiency		(31,185	)		(19,983	)

Total Liabilities and Stockholders’ Deficiency	$	439		$	17

Going Concern (Note 1)

Pankaj Modi		Dean Hanisch
Director		Director

The accompanying notes are an integral part of these financial statements

CTT Pharmaceuticals, Inc.
(formerly Fenwafe Inc.)
Statements of Operations and Comprehensive Loss
For the Years Ended February 28
(Canadian Dollars)

		2014		2013		2012

Revenues	$	-	$	-	$	-

Operating expenses
Bank charges and interest (Note 6)		4,017		4,033		4,008
Professional fees		16,174		1,842		10,734

Total operating expenses		20,191		5,875		14,742

Loss before income taxes		20,191		5,875		14,742

Provision for income taxes (Note 4)		-		-		-

Net loss and comprehensive loss	$	20,191	$	5,875	$	14,742

Loss per share (basic and diluted)	$	0.01	$	0.00	$	0.01

Weighted average number of common shares (basic and diluted)		2,500,000		2,500,000		2,500,000

The accompanying notes are an integral part of these financial statements

CTT Pharmaceuticals, Inc.
(formerly Fenwafe Inc.)
Statements of Cash Flows
For the Years Ended February 28
(Canadian Dollars)

	2014		2013		2012

Cash provided by (used for) the following activities
Operating activities
Net loss	(20,191	)	(5,875	)	(14,742	)
Adjustments for non-cash items:
Imputed interest	4,000		4,000		4,000
Changes in non-cash working capital items
Accounts payable and accrued liabilities	11,624		(5,032	)	5,032

	(4,568	)	(6,907	)	(5,710	)

Financing activities
Advances from shareholders	4,989		6,925		5,702



Increase (decrease) in cash resources	422		17		(8	)
Cash resources, beginning	17		-		8

Cash resources, ending	439		17		-

Cash paid for:
Interest	-		-		-
Taxes	-		-		-

The accompanying notes are an integral part of these financial statements

CTT Pharmaceuticals, Inc.
(formerly Fenwafe Inc.)
Statements of Stockholders’ Deficiency
For the Years Ended February 28
(Canadian Dollars)

	Class A	Capital	Contributed			Stockholders’
	Common Stock	Stock	Surplus	Deficit		Deficiency

Balance, February 28, 2011	2,500,000	83,103	61,220	(164,316	)	(19,992	)

Contribution of capital - interest	-	-	4,000	-		4,000
Contribution of capital – loan forgiveness			5,702			5,702
Loss for the year	-	-	-	(14,742	)	(14,742	)
Balance, February 28, 2012	2,500,000	83,103	70,922	(179,058	)	(25,033	)

Contribution of capital - interest	-	-	4,000	-		4,000
Contribution of capital – loan forgiveness			6,925			6,925
Loss for the year	-	-	-	(5,875	)	(5,875	)
Balance, February 28, 2013	2,500,000	83,103	81,847	(184,933	)	(19,983	)

Contribution of capital - interest	-	-	4,000	-		4,000
Contribution of capital – loan forgiveness			4,989			4,989
Loss for the year	-	-	-	(20,191	)	(20,191	)
Balance February 28, 2014	2,500,000	83,103	90,836	(205,124	)	(31,185	)

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

CTT Pharmaceuticals, Inc.
(formerly Fenwafe Inc.)
Notes to Financial Statements
For the Years Ended February 28, 2014, 2013 and 2012
(Canadian Dollars)

1. BASIS OF PRESENTATION

CTT Pharmaceuticals, Inc. (formerly Fenwafe Inc.) (the “Company”) was incorporated under the Canadian Business Corporations Act on March 8, 2007. The Company intends to specialize in the development of oral drug delivery systems for pain management and treatment.

These financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has accumulated operating losses of $205,124 since inception and the continuation of the Company is dependent upon the continuing support of creditors and the shareholders, long-term financing, ongoing product development, the successful implementation of a marketing program, market acceptance of its products and achieving profitability. These factors raise substantial doubt that the Company will be able to continue as a going concern. These financial statements do not give effect to any adjustments to the amounts and classifications of assets and liabilities which might be necessary should the Company be unable to continue its operations as a going concern.

2. SIGNIFICANT ACCOUNTING POLICIES

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States applicable to a going concern and reflect the policies outlined below.

(a) Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original or remaining maturity of less than three months at the date of purchase to be cash equivalents. Cash and cash equivalents include balances with banks and operating line of credit.

(b) Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, title passes to the customer, typically upon delivery, and when collection of the fixed or determinable selling price is reasonably assured.

(c) Functional and Presentation Currency

The functional and presentation currency of the Company and its consolidated entities is the Canadian Dollar. Foreign exchange gains and losses relating to transactions not denominated in the Canadian Dollar are included in operating income (loss).

(d) Comprehensive Income

Other comprehensive income refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included in comprehensive income, but are excluded from net income as these amounts are recorded directly as an adjustment to stockholders’ equity. The Company had no elements of comprehensive income for the years ended February 28, 2014, 2013 or 2012.

(e) Share Capital

Proceeds from share issuance net of share issuance costs are recorded at the amount paid. Share capital issued for non-monetary consideration is recorded at the fair market value of the shares on the date the shares are issued.

CTT Pharmaceuticals, Inc.
(formerly Fenwafe Inc.)
Notes to Financial Statements
For the Years Ended February 28, 2014, 2013 and 2012
(Canadian Dollars)

(f) Earnings Per Share

Basic earnings per share is computed using the weighted average number of common shares outstanding during the period, and diluted earnings per share is computed using the weighted average number of common shares outstanding during the period adjusted for all potentially dilutive common stock equivalents, except in cases where the effect of the common stock equivalents would be antidilutive. There were no potentially dilutive common stock equivalents outstanding at February 28, 2014, 2013 or 2012.

(g) Financial Instruments.

The fair market value of the Company’s financial instruments comprising cash, accounts payable and accrued liabilities and due to shareholder were estimated to approximate their carrying values due to immediate or short-term maturity of these financial instruments. The Company maintains cash balances at financial institutions which do not exceed federally insured amounts. The Company has not experienced any material losses in such accounts.

The Company is not exposed to any foreign exchange or interest rate risk.

(h) Fair Value of Financial Instruments.

We measure and disclose certain financial assets and liabilities at fair value. ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

	Level 1 –	Quoted prices in active markets for identical assets or liabilities.
	Level 2 –	Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	Level 3 –	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

We utilize the active market approach to measure fair value for our financial assets and liabilities. We report separately each class of assets and liabilities measured at fair value on a recurring basis and include assets and liabilities that are disclosed but not recorded at fair value in the fair value hierarchy.

The fair values of cash, accounts payable and accrued liabilities, and due to shareholder for all periods presented approximate their respective carrying amounts due to the short term nature of these financial instruments.

(i) Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance so that the assets are recognized only to the extent that when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized.

CTT Pharmaceuticals, Inc.
(formerly Fenwafe Inc.)
Notes to Financial Statements
For the Years Ended February 28, 2014, 2013 and 2012
(Canadian Dollars)

Per FASB ASC 740 “Income taxes” under the liability method, it is the Company’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. At February 28, 2014, the Company believes it has appropriately accounted for any unrecognized tax benefits. To the extent the Company prevails in matters for which a liability for an unrecognized benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. Interest and penalties associated with the Company’s tax positions are recorded as Interest Expense.

(j) Research costs

Research costs are expensed in the year incurred. The Company expenses development costs in the year incurred, except when it is determined that the costs meet United States GAAP criteria for deferral and amortization. Deferred development costs, if any, will be amortized on straight-line basis over the expected useful life of the underlying product.

(k) Recent Accounting Pronouncements

In December 2011, the FASB issued guidance which requires entities to disclose both gross information and net information about instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The scope of this standard includes derivatives, sale and repurchase agreements, reverse sale and repurchase agreements, and securities borrowing and securities lending arrangements. These disclosures assist users of financial statements in evaluating the effect or potential effect of netting arrangements on an entity’s financial position. This guidance was effective for the Company in its fiscal year beginning March 1, 2013. This guidance did not have an impact on the Company’s financial statements.

In February 2013, the FASB issued new accounting guidance to update the presentation of reclassifications from comprehensive income to net income in consolidated financial statements. Under this new guidance, an entity is required to present information about the amounts reclassified out of accumulated other comprehensive income either by the respective line items of net income or by cross-reference to other required disclosures. The new guidance does not change the requirements for reporting net income or other comprehensive income in the financial statements. This guidance was effective for the Company in its fiscal year beginning March 1, 2013. This guidance did not have an impact on the Company’s financial statements.

In July 2013, the FASB issued new accounting guidance that requires the presentation of unrecognized tax benefits as a reduction of the deferred tax assets, when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. This new guidance is effective for annual reporting periods beginning on or after December 15, 2013 and subsequent interim periods. This guidance is effective for the Company’s fiscal year beginning March 1, 2014 and is not expected to have a material impact on the Company’s financial statements.

In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915). Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to:

	1)	present inception-to-date information in the statements of income, cash flows, and shareholder equity;
	2)	label the financial statements as those of a development stage entity;
	3)	disclose a description of the development stage activities in which the entity is engaged; and

CTT Pharmaceuticals, Inc.
(formerly Fenwafe Inc.)
Notes to Financial Statements
For the Years Ended February 28, 2014, 2013 and 2012
(Canadian Dollars)

4)

disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations.

Finally, the amendments remove the exception for development stage entities (to not be considered a VIE, if certain conditions are met) in paragraph 810-10-15-16. Under the amendments, all entities within the scope of the Variable Interest Entities Subsections of Subtopic 810-10 are required to evaluate whether the total equity investment at risk is sufficient using the guidance provided in paragraphs 810-10-25-45 through 25-47, which requires both qualitative and quantitative evaluations.

The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. For other entities, the amendments are effective for annual reporting periods beginning after December 15, 2014, and interim reporting periods beginning after December 15, 2015. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has chosen to early adopt these amendments and accordingly has not presented inception-to-date information in these financial statements.

(k) Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amount of revenues and expenses recognized during the periods presented. The Company reviews all significant estimates affecting its financial statements on a recurring basis and records the effect of any necessary adjustments prior to their publication. Judgments and estimates are based on the Company’s beliefs and assumptions derived from information available at the time such judgments and estimates are made. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements. Estimates are primarily used in the Company’s assessment of going concern, fair value assumptions in determining market interest rates on amounts due to shareholder, and estimation of deferred income taxes.

3. DUE TO SHAREHOLDER

The advances from shareholders are non interest bearing and have no fixed terms of repayment (note 6).

CTT Pharmaceuticals, Inc.
(formerly Fenwafe Inc.)
Notes to Financial Statements
For the Years Ended February 28, 2014, 2013 and 2012
(Canadian Dollars)

4. INCOME TAX

As at February 28, 2014, the Company has non capital loss carry forwards of approximately $99,632 (2013 - $83,440). This benefit has been fully offset by a valuation allowance based on management's determination that it is not more likely than not that some or all of this benefit will be realized. These losses expire as follows:

		$

2028		64,988
2029		1,520
2030		4,255
2031		60
2032		10,742
2033		1,875
2034		16,192
Total		99,632

For the years ended February 28, 2014, 2013, and 2012, a reconciliation of income tax benefit at the Canadian statutory tax rate to income tax benefit at the Company's effective tax rate is as follows.

	2014		2013		2012
	$		$		$

Loss before tax for the year	20,191		5,875		14,742

Expected income tax recovery	3,130		911		2,285
Non-deductible items	(620	)	(620	)	(620	)
Change in tax rates	1,232		1,012		478
Debt forgiveness	(773	)	(1,074	)	(885	)
Change in valuation allowance	(2,969	)	(229	)	(1,258	)
Total income tax expense	-		-		-

Deferred taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets (liabilities) at February 28, 2014 and 2013 are comprised of the following:

	2014		2013
	$		$

Cumulative Eligible Capital	2,911		2,911
Non capital loss carryforward	26,402		23,434
	29,314		26,345
Valuation allowance	(29,314	)	(26,345	)
Net deferred tax asset	-		-

Accounting for uncertainty for Income Tax

Effective March 1, 2009, we adopted the interpretation for accounting for uncertainty in income taxes which was an interpretation of the accounting standard accounting for income taxes. This interpretation created a single model to address accounting for uncertainty in tax positions. This interpretation clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements.

CTT Pharmaceuticals, Inc.
(formerly Fenwafe Inc.)
Notes to Financial Statements
For the Years Ended February 28, 2014, 2013 and 2012
(Canadian Dollars)

The Company files income tax returns in Canada. We do not have any unrecognized tax benefits or loss contingencies. Unrecognized tax benefits are not expected to increase or decrease within the next twelve months. Interest and penalties are included in general and administrative costs. The Company’s tax returns for the years ended February 28, 2011 to 2014 are subject to review by taxation authorities.

5. CAPITAL STOCK

(a)	Common Stock

	The Company is authorized to issue an unlimited number of:

	(i)	Class A voting common shares with no par value
	(ii)	Class B non-voting common shares with no par value
	(iii)	Class C non-voting common shares with no par value

(b)	Preferred Stock

	The Company is authorized to issue an unlimited number of:

	(i)	First voting, redeemable preferred, shares
	(ii)	Second non-voting, redeemable, preferred shares
	(iii)	Third non-voting, redeemable, preferred shares
	(iv)	Fourth voting, redeemable, preferred shares

First preferred shares are redeemable at $1.00 per preferred share. First preferred shares rank in priority to all other classes of shares of the Corporation but shall not confer any further right to participate in profits or assets.

The Second preferred shares redeemable at $10.00 per preferred share. Second preferred shares rank in priority to all other classes of shares of the Corporation other than the First Preferred Shares but shall not confer any further right to participate in profits or assets.

The Third preferred shares are redeemable at $100.00 per preferred share. Third preferred shares rank in priority to all other classes of shares of the Corporation other than the First preferred shares and the Second preferred shares but shall not confer any further right to participate in profits or assets.

The Fourth preferred shares are redeemable at $100.00 per preferred share. Fourth preferred shares rank in priority to all other classes of shares of the corporation other than the First preferred shares, the Second preferred shares and the Third preferred shares but shall not confer any further right to participate in profits or assets.

The holders of preferred shares are entitled to receive dividends at the discretion of the directors.

During the year ended February 29, 2008, the Company issued 2,500,000 Class A Common Shares for a value of $83,103. No additional share issuances nor declared dividends have taken place since then.

CTT Pharmaceuticals, Inc.
(formerly Fenwafe Inc.)
Notes to Financial Statements
For the Years Ended February 28, 2014, 2013 and 2012
(Canadian Dollars)

6. RELATED PARTY TRANSACTIONS

The Company has recorded obligations to its shareholders that are non-interest bearing or bear interest rates below equivalent market rates. The Company has recorded additional interest expense of $4,000 (2013 - $4,000; 2012 - $4,000) to reflect the benefit received from the shareholder for these non-interest bearing or low interest loans, using an estimated market rate of interest of 20%.

During the year ended February 28, 2014, directors and shareholders of the Company paid professional fees on behalf of the Company in the amount of $4,989 (2013 - $6,925, 2012 – 5,702). These amounts are not expected to be repaid and have been recorded as a contribution to surplus.


CTT Pharmaceuticals, Inc.
(Formerly Fenwafe Inc.)
Interim Condensed Financial Statements
May 31, 2014
(Unaudited)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of CTT Pharmaceuticals, Inc.:

We have reviewed the condensed balance sheet of CTT Pharmaceuticals, Inc. as of May 31, 2014, and the related condensed statements of operations and comprehensive loss, stockholders’ equity and cash flows for the three-month periods ended May 31, 2014 and 2013. These financial statements are the responsibility of the company's management.

We conducted our review in accordance with standards established by the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the condensed financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.


	Chartered Accountants
Vancouver, BC, Canada
August 6, 2014

CTT Pharmaceuticals, Inc.
(formerly Fenwafe Inc.)
Interim Condensed Balance Sheets
As at May 31, 2014 and February 28, 2014
(Canadian Dollars)
(Unaudited)

		May 31,			February 28,
		2014			2014

Assets

Current
Cash	$	2,154		$	439

Total Assets	$	2,154		$	439

Liabilities

Current
Accounts payable and accrued liabilities	$	10,784		$	11,624
Due to shareholder (Note 3)		20,000			20,000

Total Liabilities		30,784			31,624

Stockholders’ Deficiency
Capital stock (Note 4)
Authorized Unlimited Class A common voting shares with no par value Unlimited Class B and C common non-voting shares with no par value Unlimited redeemable First preferred voting shares Unlimited redeemable Second and Third preferred non-voting shares Unlimited redeemable Fourth preferred voting shares Issued and outstanding: 2,500,000 (February 28, 2014: 2,500,000) Class A Common Shares		83,103			83,103
Contributed surplus		96,836			90,836
Deficit		(208,569	)		(205,124	)

Total Stockholders’ Deficiency		(28,630	)		(31,185	)

Total Liabilities and Stockholders’ Deficiency	$	2,154		$	439

Going Concern (Note 1)

The accompanying notes are an integral part of these interim condensed financial statements

CTT Pharmaceuticals, Inc.
(formerly Fenwafe Inc.)
Interim Condensed Statements of Operations and Comprehensive Loss
For the Three Month Period Ended May 31
(Canadian Dollars)
(Unaudited)

		2014		2013

Revenues	$	-	$	-

Operating expenses
Bank charges and interest (Note 5)		1,030		1,000
Professional fees		2,415		416

Total operating expenses		3,445		1,416

Loss before income taxes		3,445		1,416

Provision for income taxes		-		-

Net loss and comprehensive loss	$	3,445	$	1,416

Loss per share (basic and diluted)	$	0.01	$	0.01

Weighted average number of common shares (basic and diluted)		2,500,000		2,500,000

The accompanying notes are an integral part of these interim condensed financial statements

CTT Pharmaceuticals, Inc.
(formerly Fenwafe Inc.)
Interim Condensed Statements of Cash Flows
For the Three Month Period Ended May 31,
(Canadian Dollars)
(Unaudited)

	2014		2013

Cash provided by (used for) the following activities
Operating activities
Net loss	(3,445	)	(1,416	)
Adjustments for non-cash items:
Imputed interest	1,000		1,000
Changes in non-cash working capital items
Accounts payable and accrued liabilities	(840	)	-

	(3,285	)	(416	)

Financing activities
Advances from shareholders	5,000		416


Increase (decrease) in cash resources	1,715		-
Cash resources, beginning	438		17

Cash resources, ending	2,154		17

Cash paid for:
Interest	-		-
Taxes	-		-

The accompanying notes are an integral part of these interim condensed financial statements

CTT Pharmaceuticals, Inc.
(formerly Fenwafe Inc.)
Interim Condensed Statements of Stockholders’ Deficiency
For the Three Month Period Ended May 31, 2014
(Canadian Dollars)
(Unaudited)

	Class A	Capital	Contributed			Stockholders’
	Common Stock	Stock	Surplus	Deficit		Deficiency

Balance, February 28, 2012	2,500,000	83,103	61,220	(164,316	)	(19,992	)

Contribution of capital - interest	-	-	4,000	-		4,000
Contribution of capital – loan forgiveness			6,925			6,925
Loss for the year	-	-	-	(5,875	)	(5,875	)
Balance, February 28, 2013	2,500,000	83,103	81,847	(184,933	)	(19,983	)

Contribution of capital - interest	-	-	4,000	-		4,000
Contribution of capital – loan forgiveness			4,989			4,989
Loss for the year	-	-	-	(20,191	)	(20,191	)
Balance February 28, 2014	2,500,000	83,103	90,836	(205,124	)	(31,185	)

Contribution of capital - interest	-	-	1,000	-		1,000
Contribution of capital – loan forgiveness			5,000	-		5,000
Loss for the year	-	-	-	(3,445	)	(3,445	)
Balance May 31, 2014	2,500,000	83,103	96,836	(208,569	)	(28,630	)

The accompanying notes are an integral part of these interim condensed financial statements

CTT Pharmaceuticals, Inc.
(formerly Fenwafe Inc.)
Notes to Interim Condensed Financial Statements
For the Three Month Period Ended May 31, 2014
(Canadian Dollars)
(Unaudited)

1. BASIS OF PRESENTATION

CTT Pharmaceuticals, Inc. (formerly Fenwafe Inc.) (the “Company”) was incorporated under the Canadian Business Corporations Act on March 8, 2007. The Company intends to specialize in the development of oral drug delivery systems for pain management and treatment.

The accompanying unaudited financial statements were prepared using U.S. Generally Accepted Accounting Principles (US GAAP) for interim financial information and accordingly, they do not include all of the information necessary for a fair presentation of results of operations, financial position, and cash flows in conformity with US GAAP. In our opinion, the unaudited interim condensed financial statements reflect all adjustments of a normal recurring nature considered necessary for the fair presentation of the results for the periods presented. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. These unaudited interim condensed financial statements should be read in conjunction with the financial statements and notes there to included in the Company’s annual audited financial statements.

These financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has accumulated operating losses of $208,569 since inception and the continuation of the Company is dependent upon the continuing support of creditors and the shareholders, long-term financing, ongoing product development, the successful implementation of a marketing program, market acceptance of its products and achieving profitability. These factors raise substantial doubt that the Company will be able to continue as a going concern. These financial statements do not give effect to any adjustments to the amounts and classifications of assets and liabilities which might be necessary should the Company be unable to continue its operations as a going concern.

2. SIGNIFICANT ACCOUNTING POLICIES

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States applicable to a going concern and reflect the policies outlined below.

(a) Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original or remaining maturity of less than three months at the date of purchase to be cash equivalents. Cash and cash equivalents include balances with banks and operating line of credit.

(b) Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, title passes to the customer, typically upon delivery, and when collection of the fixed or determinable selling price is reasonably assured.

(c) Functional and Presentation Currency

The functional and presentation currency of the Company and its consolidated entities is the Canadian Dollar. Foreign exchange gains and losses relating to transactions not denominated in the Canadian Dollar are included in operating income (loss).

(d) Comprehensive Income

Other comprehensive income refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included in comprehensive income, but are excluded from net income as these amounts are recorded directly as an adjustment to stockholders’ equity. Since inception, the Company had no elements of comprehensive income.

CTT Pharmaceuticals, Inc.
(formerly Fenwafe Inc.)
Notes to Interim Condensed Financial Statements
For the Three Month Period Ended May 31, 2014
(Canadian Dollars)

(e) Capital Stock

Proceeds from share issuance net of share issuance costs are recorded at the amount paid. Share capital issued for non-monetary consideration is recorded at the fair market value of the shares on the date the shares are issued.

(f) Earnings Per Share

Basic earnings per share is computed using the weighted average number of common shares outstanding during the period, and diluted earnings per share is computed using the weighted average number of common shares outstanding during the period adjusted for all potentially dilutive common stock equivalents, except in cases where the effect of the common stock equivalents would be antidilutive. There were no potentially dilutive common stock equivalents outstanding at May 31, 2014 or February 28, 2014.

(g) Financial Instruments.

The fair market value of the Company’s financial instruments comprising cash, accounts payable and accrued liabilities and due to shareholder were estimated to approximate their carrying values due to immediate or short-term maturity of these financial instruments. The Company maintains cash balances at financial institutions which do not exceed federally insured amounts. The Company has not experienced any material losses in such accounts.

The Company is not exposed to any foreign exchange or interest rate risk.

(h) Fair Value of Financial Instruments.

We measure and disclose certain financial assets and liabilities at fair value. ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

	Level 1 –	Quoted prices in active markets for identical assets or liabilities.
	Level 2 –	Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	Level 3 –	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

We utilize the active market approach to measure fair value for our financial assets and liabilities. We report separately each class of assets and liabilities measured at fair value on a recurring basis and include assets and liabilities that are disclosed but not recorded at fair value in the fair value hierarchy.

The fair values of cash, accounts payable and accrued liabilities, and due to shareholder for all periods presented approximate their respective carrying amounts due to the short term nature of these financial instruments.

CTT Pharmaceuticals, Inc.
(formerly Fenwafe Inc.)
Notes to Interim Condensed Financial Statements
For the Three Month Period Ended May 31, 2014
(Canadian Dollars)

(i) Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance so that the assets are recognized only to the extent that when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized.

Per FASB ASC 740 “Income taxes” under the liability method, it is the Company’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. At May 31, 2014, the Company believes it has appropriately accounted for any unrecognized tax benefits. To the extent the Company prevails in matters for which a liability for an unrecognized benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. Interest and penalties associated with the Company’s tax positions are recorded as Interest Expense.

(j) Research costs

Research costs are expensed in the year incurred. The Company expenses development costs in the year incurred, except when it is determined that the costs meet United States GAAP criteria for deferral and amortization. Deferred development costs, if any, will be amortized on straight-line basis over the expected useful life of the underlying product.

(k) Recent Accounting Pronouncements

In July 2013, the FASB issued new accounting guidance that requires the presentation of unrecognized tax benefits as a reduction of the deferred tax assets, when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. This new guidance is effective for annual reporting periods beginning on or after December 15, 2013 and subsequent interim periods. This guidance is effective for the Company’s fiscal year beginning March 1, 2014 and adoption of this standard did not have a material impact on the Company’s financial statements.

In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915). Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to:

	1)	present inception-to-date information in the statements of income, cash flows, and shareholder equity;
	2)	label the financial statements as those of a development stage entity;
	3)	disclose a description of the development stage activities in which the entity is engaged; and
	4)	disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations.

CTT Pharmaceuticals, Inc.
(formerly Fenwafe Inc.)
Notes to Interim Condensed Financial Statements
For the Three Month Period Ended May 31, 2014
(Canadian Dollars)

Finally, the amendments remove the exception for development stage entities (to not be considered a VIE, if certain conditions are met) in paragraph 810-10-15-16. Under the amendments, all entities within the scope of the Variable Interest Entities Subsections of Subtopic 810-10 are required to evaluate whether the total equity investment at risk is sufficient using the guidance provided in paragraphs 810-10-25-45 through 25-47, which requires both qualitative and quantitative evaluations.

The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. For other entities, the amendments are effective for annual reporting periods beginning after December 15, 2014, and interim reporting periods beginning after December 15, 2015. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has chosen to early adopt these amendments and accordingly has not presented inception-to-date information in these financial statements.

(k) Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amount of revenues and expenses recognized during the periods presented. Actual results may differ from those estimates.

The Company reviews all significant estimates affecting its financial statements on a recurring basis and records the effect of any necessary adjustments prior to their publication. Judgments and estimates are based on the Company’s beliefs and assumptions derived from information available at the time such judgments and estimates are made. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements. Estimates are primarily used in the Company’s assessment of going concern, fair value assumptions in determining market interest rates on amounts due to shareholder, and estimation of deferred income taxes.

3. DUE TO SHAREHOLDER

The advances from shareholders are non interest bearing and have no fixed terms of repayment (note 5).

CTT Pharmaceuticals, Inc.
(formerly Fenwafe Inc.)
Notes to Interim Condensed Financial Statements
For the Three Month Period Ended May 31, 2014
(Canadian Dollars)

4.	CAPITAL STOCK

	(a)	Common Stock

		The Company is authorized to issue an unlimited number of:

		(i)	Class A voting common shares with no par value
		(ii)	Class B non-voting common shares with no par value
		(iii)	Class C non-voting common shares with no par value

	(b)	Preferred Stock

		The Company is authorized to issue an unlimited number of:

		(i)	First voting, redeemable preferred, shares
		(ii)	Second non-voting, redeemable, preferred shares
		(iii)	Third non-voting, redeemable, preferred shares
		(iv)	Fourth voting, redeemable, preferred shares

First preferred shares are redeemable at $1.00 per preferred share. First preferred shares rank in priority to all other classes of shares of the Corporation but shall not confer any further right to participate in profits or assets.

The Second preferred shares redeemable at $10.00 per preferred share. Second preferred shares rank in priority to all other classes of shares of the Corporation other than the First Preferred Shares but shall not confer any further right to participate in profits or assets.

The Third preferred shares are redeemable at $100.00 per preferred share. Third preferred shares rank in priority to all other classes of shares of the Corporation other than the First preferred shares and the Second preferred shares but shall not confer any further right to participate in profits or assets.

The Fourth preferred shares are redeemable at $100.00 per preferred share. Fourth preferred shares rank in priority to all other classes of shares of the corporation other than the First preferred shares, the Second preferred shares and the Third preferred shares but shall not confer any further right to participate in profits or assets.

The holders of preferred shares are entitled to receive dividends at the discretion of the directors.

During the year ended February 29, 2008, the Company issued 2,500,000 Class A Common Shares for a value of $83,103. No additional share issuances nor declared dividends have taken place since then.

CTT Pharmaceuticals, Inc.
(formerly Fenwafe Inc.)
Notes to Interim Condensed Financial Statements
For the Three Month Period Ended May 31, 2014
(Canadian Dollars)

5. RELATED PARTY TRANSACTIONS

The Company has recorded obligations to its shareholders that are non-interest bearing or bear interest rates below equivalent market rates. During the three month period ended May 31, 2014, the Company has recorded additional interest expense of $1,000 (2013 - $1,000) to reflect the benefit received from the shareholder for these non-interest bearing or low interest loans, using an estimated market rate of interest of 20%.

During the three month period ended May 31, 2014, directors and shareholders of the Company paid professional fees on behalf of the Company in the amount of $Nil (2013 - $416). The directors and shareholders advanced an additional $5,000 (2013 - $Nil) to the Company to pay for operating expenses. These amounts are not expected to be repaid and have been recorded as a contribution to surplus.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following tables set forth unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2014 and June 30, 2013 and for the fiscal year ended December 31, 2013 and an unaudited condensed combined balance sheet as of June 30, 2014 based on the historical financial information of Mindesta, Inc. (“Mindesta”) and CTT Pharmaceuticals, Inc. (“CTT”), and give effect to the transaction as if it occurred on January 1, 2013 (first day of the most recently completed fiscal year), for purposes of the condensed combined statements of operations, and June 30, 2014 (latest interim balance sheet date), for purposes of the condensed combined balance sheet.

The following unaudited condensed combined pro forma financial information is intended to reflect how the acquisition of CTT and the consummation of the transaction might have impacted the historical financial statements of Mindesta. The unaudited pro forma condensed combined financial information and accompanying notes should be read in connection with the historical financial statements of Mindesta and CTT included elsewhere in this filing.

The unaudited pro forma condensed combined financial information gives effect to the acquisition of all of the outstanding common shares of CTT through the issuance of 149,183,285 common shares of Mindesta. The pro forma adjustments reflecting the completion of the acquisition account for the Share Exchange as a “reverse acquisition” in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), since the former shareholders of CTT will own a majority of the outstanding shares of Mindesta’s common stock immediately following the execution of the transaction.

The unaudited pro forma condensed combined financial information is provided for informational purposes only. The unaudited pro forma condensed combined statements of operations are not necessarily indicative of operating results that would have been achieved had the transaction been completed as of January 1, 2013 and does not intend to project the future financial results of Mindesta after the transaction. The unaudited pro forma condensed combined balance sheet does not purport to reflect what Mindesta’s financial condition would have been had the transactions closed on June 30, 2014 or for any future or historical period. The unaudited pro forma condensed combined statements of operations and balance sheet are based on certain assumptions, described in the accompanying notes, which management believes are reasonable and do not reflect the cost of any integration activities or the benefits from the acquisition and synergies that may be derived from any integration activities. There are no material transactions between Mindesta and CTT during the periods presented in the unaudited condensed combined financial information that would need to be eliminated.

Mindesta’s fiscal year ends on December 31, while CTT’s fiscal year ends on February 28. The unaudited condensed combined balance sheet as of June 30, 2014 combines the unaudited condensed balance sheets of Mindesta and CTT as of June 30, 2014 and May 31, 2014 respectively. The unaudited condensed combined statement of operations for the year ended December 31, 2013 combines the statement of loss of Mindesta the year ended December 31, 2013, and the statement of loss of CTT for the year ended February 28, 2014. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2014 combines the unaudited condensed statement of loss of Mindesta for the six months ended June 30, 2014 and CTT’s six months ended May 31, 2014 results, which were determined by adding the unaudited results of operations of CTT for the three months ended February 28, 2014 to the unaudited results of operations of CTT for the three months ended May 31, 2014. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2013 combines the unaudited condensed statements of loss of Mindesta for the six months ended June 30, 2013 and CTT six months ended May 31, 2013 results, which were determined by adding the unaudited results of operations of CTT for the three months ended February 28, 2013 to the unaudited results of operations of CTT for the three months ended May 31, 2013.

Mindesta Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2014

		Historical						Proforma
		Mindesta			CTT			adjustments			Proforma

Assets

Current
Cash	$	222,114		$	1,982		$	-			224,096
Receivables		5,429			-			-			5,429

Total Assets		227,543			1,982			-			229,525

Liabilities

Current
Accounts payable		21,987			9,923			-			31,910
Due to shareholder		-			18,404			-			18,404
Due to related parties		120,000			-			-			120,000

Total Liabilities		141,987			28,327			-			170,314

Stockholders' Deficiency
Capital Stock
Common shares		21,395			76,472			(79,431	)[1]		18,436
Additional paid-in capital		12,944,924			-			(12,801,332	)[1]		143,592
Contributed surplus		118,370			89,108			(118,370	)[1]		89,108
Deficit		(12,999,133	)		(191,925	)		12,999,133	[1]		(191,925	)

Total Stockholders' Deficiency		85,556			(26,345	)		-			59,211

Total Liabilities and Stockholders' Deficiency	$	227,543		$	1,982		$	-		$	229,525

Refer to Notes to the Unaudited Pro Forma Condensed Combined Balance Sheet

Mindesta Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Loss
For the Six Months Ended June 30, 2014

		Historical						Proforma
		Mindesta			CTT			adjustments		Proforma
Operating Expenses

Bank charges and interest	$	-		$	1,865		$	-	$	1,865
General and administration		25,077			-			-		25,077
Management fees and salaries		5,208			-			-		5,208
Professional fees		19,240			9,496			-		28,736

Total operating expenses		49,525			11,361			-		60,886

Gain (loss) from operations		(49,525	)		(11,361	)		-		(60,886	)

Foreign exchange gain		1,014			-			-		1,014
Gain on shares returned to treasury		182			-			-		182
Loss on debt settlement		(25,004	)		-			-		(25,004	)

Income (loss) before income taxes		(73,333	)		(11,361	)		-		(84,694	)

Provision for income taxes		-			-			-		-

Net loss and comprehensive loss for the period	$	(73,333	)	$	(11,361	)	$	-	$	(84,694	)

Refer to Notes to the Unaudited Pro Forma Condensed Combined Statements of Operations

Mindesta Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Loss
For the Six Months Ended June 30, 2013

		Historical						Proforma
		Mindesta			CTT			adjustments		Proforma
Operating Expenses

Bank charges and interest	$	-		$	1,999		$	-	$	1,999
Exploration expense		13,454			-			-		13,454
General and administration		64,282			-			-		64,282
Management fees and salaries		6,250			-			-		6,250
Professional fees		38,868			412			-		39,280

Total operating expenses		122,854			2,411			-		125,265

Gain (loss) from operations		(122,854	)		(2,411	)		-		(125,265	)

Interest and other income		1,645			-			-		1,645
Foreign exchange loss		(7,267	)		-			-		(7,267	)
Gain on sale of marketable securities		24,318			-			-		24,318

Income (loss) before income taxes		(104,158	)		(2,411	)		-		(106,569	)

Provision for income taxes		-			-			-		-

Net Income (loss) for the year		(104,158	)		(2,411	)		-		(106,569	)

Other comprehensive loss										-

Unrealised loss on available for sale securities		(4,984	)		-			-		(4,984	)

Total comprehensive income (loss) for the period	$	(109,142	)	$	(2,411	)	$	-	$	(111,553	)

Refer to Notes to the Unaudited Pro Forma Condensed Combined Statements of Operations

Mindesta Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Loss
For the Year Ended December 31, 2013

		Historical						Proforma
		Mindesta			CTT			adjustments		Proforma
Operating Expenses

Bank charges and interest	$	-		$	3,839		$	-	$	3,839
Exploration expense		14,954			-			-		14,954
General and administration		(160,382	)		-			-		(160,382	)
Management fees and salaries		12,500			-			-		12,500
Professional fees		40,727			15,459			-		56,186

Total operating expenses		(92,201	)		19,299			-		(72,902	)

Gain (loss) from operations		92,201			(19,299	)		-		72,902

Interest and other income		1,645			-			-		1,645
Foreign exchange loss		(7,700	)		-			-		(7,700	)
Gain on sale of marketable securities		24,318			-			-		24,318

Income (loss) before income taxes		110,464			(19,299	)		-		91,165

Provision for income taxes		-			-			-		-

Net Income (loss) for the year		110,464			(19,299	)		-		91,165

Other comprehensive loss

Unrealised gain (loss) on available for sale securities		(4,984	)		-			-		(4,984	)

Total comprehensive income (loss) for th eyear	$	105,480		$	(19,299	)	$	-	$	86,181

Refer to Notes to the Unaudited Pro Forma Condensed Combined Statements of Operations

1.	Basis of Presentation

On September 9, 2014, Mindesta, Inc. “Mindesta”) completed a Share Exchange Agreement (the “Share Exchange”) with CTT Pharmaceuticals, Inc. “(CTT”), the shareholders of CTT (the “CTT Shareholders”), and the controlling stockholders of Mindesta (the “Mindesta Controlling Stockholders”). Pursuant to the terms of the Share Exchange, Mindesta will acquire 100% of the shares of common stock of CTT from the CTT Shareholders and in exchange shall issue 149,183,285 common shares to the CTT Shareholders. Upon closing, and as a result of the Share Exchange, CTT shall become a wholly-owned subsidiary of Mindesta and Mindesta will carry on the business of CTT as its primary business.

The Share Exchange will be accounted for as a “reverse acquisition”, since the former shareholders of CTT will own a majority of the outstanding shares of Mindesta’s common stock immediately following the execution of the transaction. CTT is deemed to be the accounting acquirer in the reverse acquisition. Consequently, the assets and liabilities and the historical operations that will be reflected in the financial statements for the periods prior to the transaction will be those of CTT and will be recorded at the historical cost basis of CTT. After completion of the transaction, Mindesta’s consolidated financial statements will include the assets and liabilities of Mindesta and CTT, the historical operations of CTT, and the operations of Mindesta from the closing date of the Transaction.

The following unaudited condensed combined pro forma financial information is intended to reflect how the acquisition of CTT and the consummation of the transaction might have impacted the historical financial statements of Mindesta. The unaudited pro forma condensed combined financial information and accompanying notes should be read in connection with the historical financial statements of Mindesta and CTT included elsewhere in this filing.

The pro forma adjustments are based on the best information available and assumptions that management believes are reasonable given the information available; however, such adjustments are subject to change based upon the costs incurred in connections with the Share Exchange and related transactions and any other material information. The unaudited pro forma financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what the Company’s financial position would have been had the transactions contemplated by the Share Exchange Agreement occurred at the beginning of the periods presented.

2.	Pro Forma Adjustments

1.

To reflect the issuance of 149,183,285 common shares of Mindesta in exchange for 100% of the outstanding common shares of CTT and reclassify accumulated deficit to additional paid in capital in accordance with the principles applicable to reverse acquisition accounting. After giving effect to the share issuance, there are 184,368,022 common shares of Mindesta outstanding.

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