Michelex Corp (fka MLXO)

[sawdin]

Dear Fellow Shareholders:

I received the following email (see below) late last week. After reading it, I hope you will realize that the current situation at Michelex is untenable. There can be no doubt that what started off with such promise has turned into an unmitigated disaster for Michelex shareholders. The best possible outcome would be for Messrs. Lacle, Shah, Sayed and Saleem to accept the very equitable offer that has been presented to them. (This offer was outlined in my initial letter to shareholders.) If that offer is not accepted, I hope you will agree that it is time for the owners of Michelex (i.e., the shareholders) to change who runs our company. Please remember that Michelex is a public company, and as such, it is the shareholders who determine who should run our company on our behalf.

Please note that Mr. Kakani has suggested that Michelex shareholders choose an independent auditor to review and verify the financial information referenced in his letter. I have highlighted those sections in [BOLD].

Please contact me if you have any questions.

Sincerely,
Dino A. Sawyer
[e-mail]
=======================================
from: VENKAT KAKANI [e-mail]
reply-to: [e-mail]
to: dino sawyer <XXX>,
date: Fri, Dec 30, 2011 at 12:25 PM
subject: Sabir's request for Pristine's accounts


Dear Mr. Sawyer,

I had a e-mail from Mr. XXX couple of days ago asking me if I have something to hide to provide quick books accounts to Sabir. Subsequently, yesterday I received an e-mail from Sabir asking for the quick books back up copy of the counts and the e-mail was copied to all the directors, Dr. Shah and the Michelex’ corporate attorney I came to know that Sabir has sent e-mails to select shareholders about this subject as well. Following is my reply to All: At the conclusion of this mail I have also provided authorization for you to publish this mail on the message board/s.

“The YTD 2011 Revenue of Pristine Pharma Corporation is: $279,547.89. Year End financial statements, when completed, will reflect the reconciled amounts of revenues, COGS, expenses and profits. Had the promised $1.0 million working capital funding from United Mortgage Bankers/ Michelex materialized anytime from July 1, 2010, Pristine Pharma could have completed most of the contracts & customer purchase orders and the sales revenue would have been in millions of dollars instead of the above.

Let me state the following facts, why it is not prudent on my part to send another back-up copy of quick books to Sabir directly, instead, insist on to provide the same to an independent auditor selected by the shareholders:

1. There is $13.5 million fraud and misrepresentations alleged against Sabir and the Board of Directors of Michelex by shareholders and prior owners of Michelex. I understand Sabir tried to deflect the attention of the shareholders by creating “false light” on me in the recent past. My firm belief is that his intention of asking the Quick Books copy at this time must be the same, to deflect the attention of shareholders. Other than this mal-intention on the part of Sabir, I failed to understand the relationship to his correcting the alleged $13.5 million fraud to a <$280,000 revenue accounts of Pristine. Ironically when the alleged fraud occurred, neither me nor Pristine were part of Michelex.

2. While I have nothing to hide, the Pristine Pharma accounts are accurate all the time and while the Pristine accounts are maintained by both Sabir and myself together, the following needs to be answered by Sabir as well to complete the accounts properly.

When I sent the backup copy of the QB accounts to Sabir earlier, he added, deleted and made changes to several entries: Notable are:
i) Sabir added account entries that reflect a $1,000,000 CD with # 17266 and an accrued interest on the CD entry as cash assets. I have never ever seen this CD or as a matter of fact, any other CD, I do not know the whereabouts of this CD, Sabir has the responsibility at least now to demonstrate with independent confirmation to shareholders (a) whether this CD exists or not. (b) the issuing bank of this CD (c) who is the beneficiary of this CD and (d) what are the terms of this CD.

*The merger agreement of Pristine with Michelex calls for the existence of this CD for the working capital purposes of Pristine along with other provisions, to make the said merger agreement effective. However, in the past 18 months, Michelex/ United Mortgage Banker did not provide the $1.0 million CD or the $1.0 million funds to Pristine to utilize for working capital.*

ii) Sabir has introduced to the rest of the Board members, in Oct-Nov 2010, that his friend Mr. Aikay Sheikh of Sunnyside capital from California was given the general contracting of retrofitting Pristine Pharma building in Massena. While Sabir and Mr. Sheikh refused to provide the exact accounting of these expenses to me to enter into Pristine’s books, Sabir has changed the accounting entry name from ‘Sunnyside Capital’ to ‘Loan from United Mortgage Bankers A/C-2.’ Sabir has the responsibility at least now to disclose to the shareholders his relationship with Sunnyside and amounts paid to Sunnyside for retrofitting the Pristine building and the complete accounting of the retrofitting costs.

The above are only couple of the several changes that Sabir has made without providing an explanation or evidence after receiving the quick books back up copy and without these explanations the accounts are not complete. Moreover I am not sure who Sabir has provided these changed quick books accounts using the backup copy! After coming to read Sabir’s mails to some select shareholders & the Board members and understanding his utter disregard to truth, his impudent ways of intentionally providing false information, his brazen attempts to deflect shareholders attention by falsifying information; it is prudent for me and for the good of all involved in Pristine & Michelex to release the FYE completed quick books back up copy to an independent accountant/ auditor selected by the shareholders. I will be copying this mail to all and the same will be provided to larger shareholders to make the matters transparent and I am providing Mr. Sawyer authorization to disclose this mail on the message board/s.”

Regards,

VENKAT KAKANI
PRISTINE PHARMA CORPORATION
“a Michelex (TS: MLXO) Company”
5, County Route 42
Massena, NY 13662
Cell Ph: 732-485-1400
Ph: 315-769-4444
Fax: [phone]
[e-mail]
www. pristinepharmacorp.com
www.michelex.com