Nexus Energy Services Inc (IBGR)

[Insidescoop]

Information statement. This is from my OCR software - PHARMSTAR PHARMACEUTICALS, INC.
10301 NW Freeway, Suite 301 ? Houston, Texas 77092-8257 ? Telephone: [phone]
NOTICE OF ACTION BY CONSENT OF MAJORITY STOCKHOLDERS
IN LIEU OF SPECIAL MEETING OF STOCKHOLDERS
October 4, 2013

To Our Stockholders:

NOTICE IS HEREBY GIVEN to inform the holders of record of shares of our common stock that on September 20 4, 2013 our board of directors and stockholders holding a majority of our voting shares authorized the following actions:

• A change of our corporate name to Nexus Energy Services, Inc.;
• Amendment to our articles of incorporation to reduce the number of common shares we are authorized to issue from 1,001,184,352 to 480,000,000 and increase the number of preferred shares we are authorized to issue from 10,000 to 20,000,000;
• Change our State of incorporation from Delaware to Nevada; and
• Provide for defenses against hostile takeovers that include a classified board of directors, restrictions on calling special meetings of stockholders and nominating directors.

There were 303,425,901 shares of our common stock, issued and outstanding, 805,000 shares of our series B preferred stock and 100 shares of our series A preferred stock outstanding on September13, 2013. Each share of our common stock is entitled to one vote in connection with the matters described above, the series B preferred is not entitled to vote and the series A preferred, as a class, is always entitled to a total of 500 million votes because each share is entitled to 5 million votes.
The actions have been approved by our board of directors and our series A preferred stockholder. As a result, the foregoing actions are approved by majority vote of the stockholders of the company and neither a meeting of the stockholders nor additional written consents are necessary.
We have asked brokers and other custodians, nominees and fiduciaries to forward this information statement to the beneficial owners of the common stock and preferred stock held of record by such persons and will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
The actions described will become effective at the close of business on October 14, 2013, ten days after mailing this information statement (the “Effective Date”).
This information statement will serve as written notice to stockholders pursuant to Section 78.320 of the Nevada Revised Statutes.
We are mailing the information statement on or about October 4, 2013 to stockholders of record of the company at the close of business on the day immediately preceding the date of mailing (the “Record Date”).
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH IS DESCRIBED HEREIN, INSTEAD, THE MATTERS DESCRIBED ABOVE WILL BE EFFECTIVE ON THE 10th DAY AFTER THE MAILING OF THIS INFORMATION STATEMENT WITHOUT ANY FURTHER ACTION.
By Order of the Board of Directors,

/s/ Loretta L. Higgins
Loretta L. Higgins, Director, Secretary & Treasurer

October 4, 2013

TABLE OF CONTENTS

SUMMARY 1
QUESTIONS AND ANSWERS 1
REASONS FOR OUR NAME CHANGE 2
REASONS FOR OUR REINCORPORATION IN NEVADA 2
DEFENSES AGAINST HOSTILE TAKEOVERS 6
APPRAISAL RIGHTS 7
DIRECTORS AND EXECUTIVE OFFICERS 7
EXECUTIVE COMPENSATION 8
EFFECTIVE TIME 10
ADDITIONAL INFORMATION 10
CONCLUSION 10


SUMMARY
The transaction summarized below describes our reincorporation into Nevada and our Nevada articles of incorporation that:
• decrease the number of common shares we are authorized to issue from 1,001,184,532 to 480,000,000 and increase the number of preferred shares we are authorized to issue from 10,000 to 20,000,000;
• change our corporate name to Nexus Energy Services, Inc.;
• change our trading symbol to the symbol assigned by FINRA;
• provide for a classified board of directors, limitation of the liability of directors to the company and the indemnification of directors and other persons, adoption of certain restrictions on calling special meetings of stockholders and nominating directors, and authorizing the board of directors to change the corporate name;
• each 1,000 issued and outstanding shares of our common stock, $.025 par value per share, will be converted into the right to receive one fully paid and non-assessable share of the common stock, $.001 par value per share, of Nexus;
• no certificates will be issued for less than 100 shares. In the event any holder of Pharmstar common stock is entitled to receive fractional shares of Nexus common stock, such holder will be issued the next highest number of whole shares and not less than 100 shares of Nexus common stock; and
• each issued and outstanding share of our preferred stock of any series or class will be converted into the right to receive one fully paid and non-assessable share of preferred stock, $.001 par value per share, of Nexus with rights and preferences provided in the Nexus articles of incorporation.

The above described actions will be effective October 14, 2013 (ten days after mailing this information statement).
QUESTIONS AND ANSWERS

This information statement is being sent to stockholders on or about October 4, 2013. The following questions and answers are intended to respond to frequently asked questions concerning the changes to our company described above. These questions do not, and are not intended to, address all the questions that may be important to you. You should carefully read the entire information statement, as well as its appendices and the documents incorporated by reference in this information statement.

Q: WHY IS THE COMPANY CHANGING ITS NAME TO NEXUS ENERGY SERVICES, INC.?

A: We are changing the corporate name as result of the corporation changing its industry focus from pharmaceuticals to the oilfield and pipeline services industry.. The new name reflects our new business and the new industry that will be participating in. See “Reasons for our Name Change.” below.

Q: HOW WILL THE NAME CHANGE AFFECT OUR ARTICLES OF INCORPORATION AND BYLAWS?

A.
• Our name will change to Nexus Energy Services, Inc.;
• The number of shares we are authorized to issue will be 500,000,000, consisting of 480,000,000 common shares and 20,000,000 preferred shares; and
• Our bylaws will change to include defenses against hostile takeovers.

Q: WHY ISN'T THE COMPANY HOLDING A MEETING OF STOCKHOLDERS TO APPROVE THE NAME CHANGE?

A: The changes have already been approved by our sole director and the holder of our series A preferred who represent a majority of our shareholder votes. Under the Nevada Revised Statutes and our articles of incorporation this transaction may be approved by the written consent of a majority of the shares entitled to vote. Since we already have received confirmation that a majority of our voting shares have approved the transaction discussed herein, a formal shareholders meeting is not necessary and represents a substantial and avoidable expense.

Q: WHY IS THE COMPANY REDUCING THE NUMBER OF SHARES WE ARE AUTHORIZED TO ISSUE?

A: The board of directors and shareholders believe that having the authority to issue more than one billion shares of common stock is unnecessary and creates an unnecessary corporate expense for State franchise taxes.

Q: HOW WILL THE NAME CHANGE AFFECT OUR OWNERS, OFFICERS, DIRECTORS?

A: The name change will not affect our owners, officers, directors or employees. We will continue our new business at our present location with the same corporate officers.

Q: HOW WILL THE ACTIONS DESCRIBED HERE AFFECT MY SECURITIES AND PERCENTAGE OF OWNERSHIP OF THE COMPANY?

A: The action described in this information statement will not immediately affect your percentage of outstanding shares of common stock or preferred stock of the company. The issuance in the future of additional authorized shares may have the effect of diluting the earnings per share and book value per share, as well as the stock ownership and voting rights, of the currently outstanding shares of our capital stock.

Q: HOW DO I EXCHANGE COMPANY CERTIFICATES FOR CERTIFICATES OF NEXUS ENERGY SERVICES, INC.?

A: Enclosed with this information statement is a letter of transmittal and instructions for surrendering certificates representing our shares. If you are a record stockholder, you should complete the letter of transmittal and send it with certificates representing our shares to the address set forth in the letter. Upon surrender of a certificate for cancellation with a duly executed letter of transmittal, we will issue a certificate with our new name representing the appropriate number of shares as soon as practical after the Effective Time. If you hold our stock in street name or in a brokerage account, your broker will manage the certificate change.

Q: WHAT HAPPENS IF I DO NOT SURRENDER MY COMPANY CERTIFICATES?

A: You are not required to surrender your certificates representing company shares to receive a new certificate. Until you receive your new shares you are entitled to receive notice of or vote at stockholder meetings and receive dividends or other distributions on your shares.

Q: WHAT IF I HAVE LOST MY COMPANY CERTIFICATES?

A: If you have lost your company certificates, you should contact our transfer agent as soon as possible to have a new certificate issued. You may be required to post a bond or other security to reimburse us for any damages or costs if the certificate is later delivered for conversion. Our transfer agent is:

Olde Monmouth Stock Transfer Co., Inc.
200 Memorial Parkway
Atlantic Highlands, NJ 07716

Q: CAN I REQUIRE THE COMPANY TO PURCHASE MY STOCK?

A: No. Nevada law does not provide for any right of appraisal or redemption in connection with the name change. The stockholders are not entitled to receive consideration in lieu of the shares of Nexus Energy Services, Inc.

Q: WHO WILL PAY THE COSTS OF THE REINCORPORATION AND RELATED CHANGES?

A. We will pay all of the costs of the name change in Nevada, including distributing this information statement. You will only be required to pay our transfer agent the cost of exchanging certificates representing shares of the company for certificates representing the appropriate number of shares with the name of Nexus Energy Services, Inc. We may also pay brokerage firms and other custodians for their reasonable expenses for forwarding information materials to the beneficial owners of our common stock. We do not anticipate contracting for other services in connection with the name change.

Q: WILL I HAVE TO PAY TAXES ON THE NEW CERTIFICATES?

A: We believe that the reincorporation, name change and related matters are not taxable events and that you will be entitled to the same basis in your shares of common stock when issued under the new name. EVERYONE'S TAX SITUATION IS DIFFERENT AND YOU SHOULD CONSULT WITH YOUR PERSONAL TAX ADVISOR REGARDING THE TAX EFFECT OF THE NAME CHANGE.
REASONS FOR OUR NAME CHANGE
As of October 14, 2013, Nexus Energy Services, Inc., our Nevada wholly owned subsidiary will alter the nature of business conducted upon completion of our reincorporation into Nevada. Upon reincorporation in Nevada the corporation will abandon all endeavors and ventures in the pharmaceuticals industry and shift its entire focus into the Energy sector, specifically with regards to providing maintenance and construction services to the oil and gas industry As a result the new name will be representative of the business lines that we intend to participate. Nexus Energy Services, Inc will provide pipeline, integrity, facilities, fabrication, operator and maintenance services focusing on safety and utilizing experienced veterans in the industry. These veterans provide proven track records for performance and safety records The Company will seek future acquisitions of established pipeline construction and maintenance service companies. The company will also increase revenue through organic growth and by expanding clientele base and services.
REASONS FOR OUR REINCORPORATION IN NEVADA

The following discussion summarizes certain aspects of our reincorporation in Nevada (the “Reincorporation”). This summary does not include all of the provisions of the Plan and Agreement of Merger between the company and Pharmstar Corporation., a Nevada corporation (“Pharmstar”), a copy of which is attached hereto as Exhibit “A,” or the Articles of Incorporation of Pharmstar (formerly Integrated Media Holdings, Inc.) as amended a copy of which is attached hereto as Exhibit “B.” Copies of the bylaws of Pharmstar are available for inspection at our principal office and we will send copies to stockholders upon request.


Principal Reasons for Reincorporation

We believe that the reincorporation in Nevada will give us more flexibility and simplicity in various corporate transactions. Nevada has adopted Revised Statutes that includes by statute many concepts created by judicial rulings in other jurisdictions and provides additional rights in connection with the issuance and redemption of stock.

We also believe our reincorporation in Nevada will save expenses for taxes and fees because Nevada imposes no corporate income taxes on corporations that are incorporated in Nevada.

Principal Features of the Reincorporation

The reincorporation will be effected by the merger of the company, with and into our wholly owned subsidiary, Nexus. Nexus will be the surviving entity.

On the Effective Time, each of our common stockholders will be entitled to receive one fully paid and non-assessable share of common stock for each 1,000 shares of Pharmstar owned as of the Record Date. However, no common shareholder will receive less than 100 shares of common stock. Each holder of Series B preferred stock will be entitled to one share of Nexus preferred stock for each ten shares of Pharmstar owned as of the Record Date and the company will cease its corporate existence in the State of Delaware. We anticipate that the shares of Pharmstar will cease trading on the first trading date following the Effective Time and shares of Nexus will begin trading in their place under a new CUSIP number and trading symbol.

The Nevada Articles of Incorporation and bylaws are significantly different from the Delaware Certificate of Incorporation and bylaws. Because of the differences between the Delaware Certificate of Incorporation and bylaws and the laws of the State of Delaware and the Nevada Articles of Incorporation and bylaws and the laws of the State of Nevada, your rights as stockholders will be affected by the reincorporation. See the information under “Significant Differences Between the Corporation Laws of Nevada and Delaware” for a summary of the differences between the Delaware Certificate of Incorporation and bylaws and the laws of the State of Delaware and the Nevada Articles of Incorporation and bylaws and the laws of the State of Nevada.

Following the Reincorporation, the members of our Board of Directors and officers will remain the same and continue as officers and directors of Nexus. Our daily business operations will continue at the principal executive offices at 10301 NW Freeway, Suite 301, Houston, Texas 77092-8257.

Upon completion of the reincorporation, the Nevada Articles of Incorporation will become our Articles of Incorporation. Therefore the number of common shares we are authorized to issue will be reduced to 480 million and the number of preferred shares we are authorized to issue will increase to 20 million.

How to Exchange Delaware Certificates for Nevada Certificates

Enclosed are (i) a form letter of transmittal and (ii) instructions for surrender of your certificates representing our common stock and preferred stock in exchange for certificates representing shares of Nexus common stock or preferred stock. Upon surrender of a certificate representing Delaware common stock or preferred stock, together with a duly executed letter of transmittal, our transfer agent will issue, as soon as practicable, a certificate representing the number of Nevada shares each stockholder is entitled to receive.

If you own our shares through a nominee or in a brokerage account, you do not have a certificate to submit for exchange. Usually, your nominee or broker will submit certificates representing our shares for exchange on your behalf. We recommend that you contact your nominee or broker and confirm that a certificate is submitted for exchange.

Because of the reincorporation in Nevada, holders of our common stock and preferred stock are not required to exchange their certificates for Nexus certificates. Dividends and other distributions declared after the Effective Time with respect to common stock or preferred stock of the company and payable to holders of record thereof after the Effective Time will be paid to the holder of any unsurrendered common stock or preferred stock certificate of the company and, which by virtue of the reincorporation are represented thereby and such holder will be entitled to exercise any right as a shareholder of the company and, until such holder has surrendered the certificate of the company. Holders of warrants or options will be entitled to exercise any right as a holder of the company, until such holder has surrendered the certificate of the company.

Capitalization

Our Delaware authorized capital consists of 1,001,184,352 shares of common stock, $.025 par value, and 10,000 shares of Preferred stock, $.025 par value. As of September 13, 2013, there were 303,425,901 shares of our common stock and 805,100 shares of preferred stock issued and outstanding. The Nevada authorized capital of Nexus consists of 500,000,000 shares of capital stock divided into 480,000,000 shares of common stock, $.001 par value per share, and 20,000,000 shares of preferred stock, $.001 par value per share. The Nevada Articles of Incorporation designate rights and preferences for preferred stock. As a result of the reincorporation and exchange of capital stock, we estimate the number of outstanding shares of our common stock to be approximately 160,000 and the number of outstanding shares of preferred stock to be approximately 80,600.

Significant Differences Between the Corporation Laws of Nevada and Delaware

We are incorporated under the laws of the State of Delaware. On the Effective Time of the reincorporation, your rights that are currently governed by Delaware Law and the Delaware Certificate of Incorporation and the Delaware bylaws, which were created pursuant to Delaware Law, will become governed as a Nevada corporation with the name Nexus Energy Services, Inc., and your rights as stockholders will then be governed by Nevada Law and the Nevada Articles of Incorporation and the Nevada bylaws which were created under Nevada Law.

The corporate statutes of Nevada and Delaware have certain differences, summarized below. This summary is not intended to be complete, and is qualified by reference to the full text of, and decisions interpreting, Delaware law and Nevada law.

Classified Board of Directors. Both Delaware and Nevada law permit corporations to classify their board of directors so that less than all of the directors are elected each year to overlapping terms. Our Nevada Articles provide for classified boards consisting of three classes, elected to three-year terms. Our present Delaware Certificate of Incorporation does not provide for a classified board of directors. At the expiration of each director's term, a successor will be elected to a three-year term. In addition, any increase in the size of the board of directors will be allocated among the classes so that they are as nearly equal as possible. The implementation of the classified board of directors may make it more difficult for our stockholders to replace the entire board of directors because only one-third of the board is elected each year. See “Defenses against Hostile Takeovers.”

Removal of Directors. Under Delaware law, members of a classified board of directors may only be removed for cause. Removal requires the vote of a majority of the outstanding shares entitled to vote for the election of directors. Nevada law provides that any or all directors may be removed by the vote of two-thirds of the voting interests entitled to vote for the election of directors. Nevada does not distinguish between removal of directors with and without cause. However, the Nevada Articles provide that directors may only be removed for cause by the vote of not less than 75% of the outstanding shares entitled to vote for the election of directors. The reincorporation will make it more difficult for our stockholders to remove a member of the board of directors because it increases the number of shares that must be voted for removal.

Special Meetings of Stockholders. Delaware law permits special meetings of stockholders to be called by the board of directors or by any other person authorized in the certificate of incorporation or bylaws to call a special stockholder meeting. Nevada law does not address the manner in which special meetings of stockholders may be called but permits corporations to determine the manner in which meetings are called in their bylaws. The Delaware Certificate of Incorporation and bylaws of the company provide that special meetings of shareholders may be called by shareholders representing not less than ten percent of all votes entitled to be cast. The Articles of Incorporation and bylaws of Nexus each provide that special meetings of the stockholders may be called only by the board of directors or a committee of the board of directors that is delegated the power to call special meetings by the board of directors. The reincorporation will prohibit the shareholders calling special meetings of shareholders.

Special Meetings Pursuant to Petition of Stockholders. Delaware law provides that a director or a stockholder of a corporation may apply to the Court of Chancery of the State of Delaware if the corporation fails to hold an annual meeting for the election of directors or there is no written consent to elect directors in lieu of an annual meeting taken, in both cases for a period of thirty (30) days after the date designated for the annual meeting or if there is no such date designated, within thirteen (13) months after the last annual meeting. Nevada law is more restrictive. Under Nevada law stockholders having not less than 15% of the voting interest may petition the district court to order a meeting for the election of directors if a corporation fails to call a meeting for that purpose within eighteen (18) months after the last meeting at which directors were elected. The reincorporation may make it more difficult for the stockholders to require that an annual meeting be held without the consent of the board of directors.

Cumulative Voting. Cumulative voting for directors entitles stockholders to cast a number of votes that is equal to the number of voting shares held multiplied by the number of directors to be elected. Stockholders may cast all such votes either for one nominee or distribute such votes among up to as many candidates as there are positions to be filled. Cumulative voting may enable a minority stockholder or group of stockholders to elect at least one representative to the board of directors where such stockholders would not otherwise be able to elect any directors. Both Delaware and Nevada law permit cumulative voting if provided for in the certificate or articles of incorporation and pursuant to specified procedures. Neither the Delaware Certificate of Incorporation of the company nor the Nevada Articles of Incorporation provide for cumulative voting. Therefore, the reincorporation does not change the rights of the stockholders to cumulate their votes.

Vacancies. Under Delaware law, vacancies on the board of directors may be filled by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum. Any director so appointed will hold office for the remainder of the full term of the class of directors in which the vacancy occurred. Similarly, Nevada law provides that vacancies may be filled by a majority of the remaining directors, though less than a quorum, unless the articles of incorporation provide otherwise. The Delaware bylaws and Nevada bylaws address the election of persons to fill vacancies on the board of directors in the same manner.

Indemnification of Officers and Directors and Advancement of Expenses. Delaware and Nevada have substantially similar provisions regarding indemnification by a corporation of its officers, directors, employees and agents. Delaware and Nevada law differ in their provisions for advancement of expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding. Delaware law provides that expenses incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined that he or she is not entitled to be indemnified by the corporation. A Delaware corporation has the discretion to decide whether or not to advance expenses, unless its certificate of incorporation or bylaws provides for mandatory advancement. Nevada law differs in two respects: First, Nevada law applies to advance of expenses incurred by both officers and directors. Second, under Nevada law, the articles of incorporation, bylaws or an agreement made by the corporation may provide that the corporation must pay advancements of expenses in advance of the final disposition of the action, suit or proceedings upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined that he or she is not entitled to be indemnified by the corporation. There will be a difference in stockholders' rights with respect to this issue because the bylaws of the company do not provide for the mandatory advancement of expenses of directors and officers and the Nevada by laws do so provide.

Limitation on Personal Liability of Directors. Delaware law permits a corporation to adopt provisions limiting or eliminating the liability of a director to a company and its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such liability does not arise from certain proscribed conduct, including breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or liability to the corporation based on unlawful dividends or distributions or improper personal benefit. The Delaware Certificate of Incorporation excludes director liability to the maximum extent allowed by Delaware law. Nevada law permits, and the Nevada Articles of Incorporation have adopted, a broader exclusion of liability of both officers and directors to the corporation and its stockholders, providing for an exclusion of all monetary damages for breach of fiduciary duty unless they arise from acts or omissions which involve intentional misconduct, fraud or a knowing violation of law or payments of dividends or distributions in excess of the amount allowed. The reincorporation will result in the elimination of any liability of an officer or director for a breach of the duty of loyalty unless arising from intentional misconduct, fraud, or a knowing violation of law.

Dividends. Delaware law is more restrictive than Nevada law with respect to when dividends may be paid. Under the Delaware law, unless further restricted in the certificate of incorporation, a corporation may declare and pay dividends, out of surplus, or if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). In addition, the Delaware law provides that a corporation may redeem or repurchase its shares only if the capital of the corporation is not impaired and such redemption or repurchase would not impair the capital of the corporation. Nevada law provides that no distribution (including dividends on, or redemption or repurchases of, shares of capital stock) may be made if, after giving effect to such distribution, the corporation would not be able to pay its debts as they become due in the usual course of business, or, except as specifically permitted by the articles of incorporation, the corporation's total assets would be less than the sum of its total liabilities plus the amount that would be needed at the time of a dissolution to satisfy the preferential rights of preferred stockholders. The reincorporation makes it possible to pay dividends or other distributions that would not be payable under Delaware law.

Restrictions on Business Combinations. Both Delaware and Nevada law contain provisions restricting the ability of a corporation to engage in business combinations with an interested stockholder. Under Delaware law, a corporation which is listed on a national securities exchange, included for quotation on the Nasdaq Stock Market or held of record by more than 2,000 stockholders, is not permitted to engage in a business combination with any interested stockholder for a three-year period following the time such stockholder became an interested stockholder, unless (i) the transaction resulting in a person becoming an interested stockholder, or the business combination, is approved by the board of directors of the corporation before the person becomes an interested stockholder; (ii) the interested stockholder acquires 85% or more of the outstanding voting stock of the corporation in the same transaction that makes it an interested stockholder (excluding shares owned by persons who are both officers and directors of the corporation, and shares held by certain employee stock ownership plans); or (iii) on or after the date the person becomes an interested stockholder, the business combination is approved by the corporation's board of directors and by the holders of at least 66 2/3% of the corporation's outstanding voting stock at an annual or special meeting (and not by written consent), excluding shares owned by the interested stockholder. Delaware law defines “interested stockholder” generally as a person who owns 15% or more of the outstanding shares of a corporation's voting stock.

Nevada law regulates business combinations more stringently. First, an “interested stockholder” is defined as a beneficial owner (directly or indirectly) of ten percent (10%) or more of the voting power of the outstanding shares of the corporation. Second, the three-year moratorium can be lifted only by advance approval by a corporation's board of directors. Finally, after the three-year period, combinations with “interested stockholders” remain prohibited unless (i) they are approved by the board of directors, the disinterested stockholders or a majority of the outstanding voting power not beneficially owned by the interested party, or (ii) the interested stockholders satisfy certain fair value requirements. As in Delaware, a Nevada corporation may opt-out of the statute with appropriate provisions in its articles of incorporation.

We have opted out of the applicable statutes and the more stringent requirements of Nevada law apply to mergers and combinations after the Effective Time of the reincorporation.
Amendment to Articles of Incorporation, Certificate of Incorporation or Bylaws. Both Delaware and Nevada law require the approval of the holders of a majority of all outstanding shares entitled to vote to approve proposed amendments to a corporation's certificate or articles of incorporation. Both Delaware and Nevada law also provide that in addition to the vote of the stockholders, the vote of a majority of the outstanding shares of a class may be required to amend the certificate of incorporation or articles of incorporation. Neither state requires stockholder approval for the board of directors of a corporation to fix the voting powers, designation, preferences, limitations, restrictions and rights of a class of stock provided that the corporation's organizational documents grant such power to its board of directors. Both Delaware and Nevada law permit the number of authorized shares of any such class of stock to be increased or decreased (but not below the number of shares then outstanding) by the board of directors unless otherwise provided in the articles of incorporation or resolution adopted pursuant to the certificate of incorporation, respectively.

Actions by Written Consent of Stockholders. Both Delaware and Nevada law provide that, unless the articles or certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if the holders of outstanding stock having at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote consents to the action in writing. The Nevada Articles provide that action may be taken by written consent of the shareholders only if expressly approved by the Board of Directors. Delaware law requires the corporation to give prompt notice of the taking of corporate action without a meeting by less than unanimous written consent to those stockholders who did not consent in writing. Nevada law does not require notice to the stockholders of action taken by less than all of the stockholders.

Stockholder Vote for Mergers and Other Corporation Reorganizations. Both jurisdictions require authorization by an absolute majority of the outstanding voting rights, as well as approval by the board of directors, of the terms of a merger or a sale of substantially all of the assets of the corporation. Neither Delaware nor Nevada law require a stockholder vote of the surviving corporation in a merger (unless the corporation provides otherwise in its certificate of incorporation) if: (a) the merger agreement does not amend the existing certificate of incorporation of the surviving corporation; (b) each share of stock of the surviving corporation outstanding immediately before the Effective Time of the merger is an identical outstanding share after the merger; and (c) either no shares of common stock of the surviving corporation and no shares, securities or obligations convertible into such stock are to be issued or delivered under the plan of merger, or the authorized unissued shares or shares of common stock of the surviving corporation to be issued or delivered under the plan of merger plus those initially issuable upon conversion of any other shares, securities or obligations to be issued or delivered under such plan do not exceed twenty percent (20%) of the shares of common stock of such constituent corporation outstanding immediately prior to the Effective Time of the merger.

DEFENSES AGAINST HOSTILE TAKEOVERS

The following discussion summarizes the reasons for, and the operation and effects of, certain provisions in the Nevada Articles of Incorporation which management has identified as potentially having an anti-takeover effect. It is not intended to be a complete description of all potential anti-takeover effects, and it is qualified in its entirety by reference to the Nevada Articles of Incorporation. Substantially similar provisions were contained in the Delaware Certificate of Incorporation and the reincorporation does not change the nature of the anti-takeover provisions or their effect.

The anti-takeover provisions of the Nevada Articles of Incorporation are designed to minimize the possibility of a sudden acquisition of control of the company which has not been negotiated with and approved by the board of directors. These provisions may tend to make it more difficult to remove the incumbent members of the board of directors. The provisions would not prohibit an acquisition of control or a tender offer for all of our capital stock. However, to the extent these provisions successfully discourage the acquisition of control of the company or tender offers for all or part of our capital stock without approval of the board of directors, they may have the effect of preventing an acquisition or tender offer which might be viewed by stockholders to be in their best interests.

Tender offers or other non-open market acquisitions of stock are usually made at prices above the prevailing market price. In addition, acquisitions of stock by persons attempting to acquire control through market purchases may cause the market price of the stock to reach levels which are higher than would otherwise be the case. Anti-takeover provisions may discourage such purchases, particularly those of less than all of the outstanding capital stock, and may thereby deprive stockholders of an opportunity to sell their stock at a temporarily higher price. These provisions may therefore decrease the likelihood that a tender offer will be made which will adversely affect those stockholders who would desire to participate in a tender offer. These provisions may also serve to insulate incumbent management from change and to discourage not only sudden or hostile takeover attempts, but any attempts to acquire control which are not approved by the board of directors, whether or not stockholders deem such transactions to be in their best interests.

Authorized Shares of Capital Stock. The Nevada Articles of Incorporation authorizes the issuance of up to 20,000,000 shares of serial preferred stock, without any action on the part of the stockholders. Shares of serial preferred stock with voting rights could be issued and would then represent an additional class of stock required to approve any proposed acquisition. This preferred stock, together with authorized but unissued shares of common stock (the Articles of Incorporation authorizes the issuance of up to 480,000,000 shares of common stock), could represent additional capital stock required to be purchased by a purchaser. If our board of directors determined to issue an additional class of voting preferred stock to a person opposed to a proposed acquisition, such person might be able to prevent the acquisition single-handedly.

Stockholder Meetings. Nevada law provides that the annual stockholder meeting may be called by a corporation's board of directors or by such person or persons as may be authorized by a corporation's articles of incorporation or bylaws. The Nexus Articles of Incorporation provide that annual stockholder meetings may be called only by the board of directors or a duly designated committee of the board. Although we believe that this provision will discourage stockholder attempts to disrupt our business between annual meetings, its effect may be to deter hostile takeovers by making it more difficult for a person or entity to obtain immediate control of the company.

Classified Board of Directors and Removal of Directors. The Nevada Articles of Incorporation provide that the board of directors is to be divided into three classes which shall be as nearly equal in number as possible. The directors in each class serve for terms of three years, with the terms of one class expiring each year. Each class currently consists of approximately one-third of the number of directors. Each director will serve until his successor is elected and qualified. A classified board of directors could make it more difficult for stockholders, including those holding a majority of our outstanding stock, to force an immediate change in the composition of a majority of the board of directors. Since the terms of only one-third of the incumbent directors expire each year, it requires at least two annual elections for the stockholders to change a majority, whereas a majority of a non-classified board may be changed in one year. The provision for a staggered board of directors affects every election of directors and is not triggered by the occurrence of a particular event such as a hostile takeover. Thus a staggered board of directors makes it more difficult for stockholders to change the majority of directors even when the reason for the change would be unrelated to a takeover.

Restriction of Maximum Number of Directors and Filling Vacancies on the Board of Directors. Nevada law requires that the board of directors of a corporation consist of one or more members and that the number of directors shall be set by or in the manner described in the corporation's articles of incorporation or bylaws. The Nevada Articles of Incorporation provide that the number of directors (exclusive of directors, if any, to be elected by the holders of preferred stock) shall not be less than one or more than 15, as shall be provided from time to time in accordance with the bylaws. The power to determine the number of directors within these numerical limitations is vested in the board of directors and requires the concurrence of at least two-thirds of the entire board of directors. The effect of such provisions may be to prevent a person or entity from quickly acquiring control of Pharmstar through an increase in the number of the directors and election of nominees to fill the newly created vacancies.

Restriction on Business Combination. If, at any time during the ten years from the Effective Time of the Pharmstar Articles, any person shall acquire the beneficial ownership (as determined pursuant to Rules 13d-3 and 13d-5 under the Act) of more than 20% of any class of common stock, then the record holders of common stock beneficially owned by such acquiring person shall have only the voting rights set forth in this paragraph on any matter requiring their vote or consent. With respect to each vote in excess of 20% of the voting power of the outstanding shares of common stock which such record holders would otherwise be entitled to cast without giving effect to this paragraph, the record holders in the aggregate shall be entitled to cast only one-hundredth of one vote. A person who is a record owner of shares of common stock that are beneficially owned simultaneously by more than one person shall have, with respect to such shares, the right to cast the least number of votes that such person would be entitled to cast under this paragraph by virtue of such shares being so beneficially owned by any of such acquiring persons. The effect of the reduction in voting power required by this paragraph shall be given effect in determination the presence of a quorum for purposes of convening a meeting of the stockholders of the Corporation.

The limitation on voting rights prescribed by this paragraph shall terminate and be of no force and effect as of the earliest to occur of: (i) the date that any person becomes the beneficial owner of shares of stock representing at least 75% of the total number of votes entitled to be cast in respect of all outstanding shares of stock, before giving effect to the reduction in votes prescribed by this paragraph; or (ii) the date (the “Reference Date”) one day prior to the date on which, as a result of such limitation of voting rights, the common stock will be delisted from any stock exchange or automated quotation system.

The term “Related Person” means and includes (i) any individual, corporation, partnership or other person or entity which together with its “affiliates” or “associates” (as those terms are defined in the Securities Act of 1933, as amended (the “Act”)) which “beneficially owns” (as that term is defined in the Act) in the aggregate 10% or more of the outstanding shares of the common stock of the company; and (ii) any “affiliate” or “associate” (as those terms are defined in the Act) of any such individual, company, partnership or other person or entity; provided, however, that the term “Related Person” does not include the company, any subsidiary of the company, any employee benefit plan, employee stock plan of the company or of any subsidiary of the company, or any trust established by the company in connection with the foregoing, or any person or entity organized, appointed, established or holding shares of capital stock of the company for or pursuant to the terms of any such plan, nor shall such term encompass shares of capital stock of the company held by any of the foregoing (whether or not held in a fiduciary capacity or otherwise). Without limitation, any shares of the common stock of the company which any Related Person has the right to acquire pursuant to any agreement, or upon exercise or conversion rights, warrants or options, or otherwise, shall be deemed “beneficially owned” by such Related Person.

Approval of Certain Business Combination. Except as otherwise expressly provided in the Nexus articles and in addition to any other vote required by law, the affirmative vote of the holders of (i) at least 75% of the voting power of the outstanding shares entitled to vote thereon (and, if any class or series of shares is entitled to vote thereon separately the affirmative vote of the holders of at least 75% of the outstanding shares of each such class or series), and (ii) at least a majority of the outstanding shares entitled to vote thereon, not including shares deemed beneficially owned by a Related Person, is required in order to authorize (a) any merger or consolidation of the company or a subsidiary of the company with or into a Related Person; (b) any sale, lease, exchange, transfer or other disposition, including without limitation, a mortgage or pledge, of all or any substantial part of the assets of the company (including without limitation any voting securities of a subsidiary) or of a subsidiary, to a Related Person; (c) any merger or consolidation of a Related Person with or into the company or a subsidiary of the company; (d) any sale, lease, exchange, transfer or other disposition of all or any Substantial Part of the assets of a Related Person to the company or a subsidiary of the company; (e) the issuance of any securities of the company or a subsidiary of the company to a Related Person other than on a pro rata basis to all holders of capital stock of the company of the same class or classes held by the Related person, pursuant to a stock split, stock dividend or distribution or warrants or rights, and other than in connection with the exercise or conversion of securities exercisable for or convertible into securities of the company or any of its subsidiaries which securities have been distributed pro rata to all holders of capital stock of the company; (f) the acquisition by the company or a subsidiary of the company of any securities of a Related Person; (g) any reclassification of the common stock of the company, or any recapitalization involving the common stock of the company or any similar transaction (whether or not with or into or otherwise involving a Related Person) that has the effect directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity or convertible securities of the company or any subsidiary that are directly or indirectly owned by any Related Person; and (h) any agreement, contract or other arrangement providing for any of the transactions described in this paragraph.

Such affirmative vote is required notwithstanding any other provision of the Articles, any provision of law, or any agreement with any regulatory agency or national securities exchange which might otherwise permit a lesser vote or no vote; provided, however, that in no instance shall the provisions of the Pharmstar Articles require the vote of greater than 85% of the voting power of the outstanding shares entitled to vote thereon for the approval of a business combination.

Advance Notice Requirements for Nomination of Directors and Proposal of New Business at Annual Stockholder Meetings. Nexus's articles of incorporation provide that any stockholder desiring to make a nomination for the election of directors or a proposal for new business at a stockholder meeting must submit written notice not less than 30 or more than 60 days in advance of the meeting: provided, however, that if less than forty days' notice of the meeting is given to stockholders, such written notice shall be delivered or mailed, as prescribed, to the Secretary of the company not later than the close of the tenth day following the day on which notice of the meeting was mailed to stockholders. This advance notice requirement may give management time to solicit its own proxies in an attempt to defeat any dissident slate of nominations. Similarly, adequate advance notice of stockholder proposals will give management time to study such proposals and to determine whether to recommend to the stockholders that such proposals be adopted. In certain instances, such provisions could make it more difficult to oppose management's nominees or proposals, even if the stockholders believe such nominees or proposals are in their interests. These provisions may tend to discourage persons from bringing up matters disclosed in the proxy materials furnished to the stockholders and could inhibit the ability of stockholders to bring up new business in response to recent developments.
APPRAISAL RIGHTS
The reincorporation will be conducted as a merger of the company into our wholly owned subsidiary pursuant to Section 253 of the General Corporation Law of the State of Delaware. Delaware law does not provide for any right of appraisal or redemption in connection with mergers of a parent corporation into its subsidiary. The stockholders are not entitled to receive consideration in lieu of the shares of Pharmstar.
DIRECTORS AND EXECUTIVE OFFICERS

Effective July 18, 2013, Howard Phykitt, the sole director and majority shareholder, was replaced by Glenn R. Massey and Loretta L. Higgins. The following table sets forth information regarding our current executive officers and directors.
Current executive officers and directors
Name Age Position Held
Glenn R. Massey 60 President and CEO
Loretta L. Higgins 39 Director, Chief Financial Officer, Secretary & Treasurer
VOTING SECURITIES AND OWNERSHIP
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists the beneficial ownership of shares of the company’s Common Stock by (i) all persons and groups known by the company to own beneficially more than 5% of the outstanding shares of the company’s Common Stock, (ii) each director and nominee, (iii) each person who held the office of Chief Executive Officer at any time during the year ended December 31, 2012, (iv) up to two executive officers other than the Chief Executive Officer who were serving as executive officers on December 31, 2012 and to whom the company paid more than $100,000 in compensation during the last fiscal year, (v) up to two additional persons to whom the company paid more than $100,000 during the last fiscal year but who were not serving as an executive officer on December 31, 2012, and (vi) all directors and officers as a group. None of the directors, nominees, or officers of the company owned any equity security issued by the company’s subsidiaries. Information with respect to officers, directors and their families is as of December 31, 2012 and is based on the books and records of the company and information obtained from each individual.

NAME OF INDIVIDUAL OR GROUP
CLASS
SHARES PERCENT
OF CLASS (1) PERCENT
OF VOTE(1)
John Higginbotham
5868 Westheimer Road, Suite 535
Houston, TX 77057 Series A Preferred 100 100% 62%

Glenn R. Massey -0- -0- -0- -0-

Loretta L. Higgins -0- -0- -0- -0-





ALL OFFICERS AND DIRECTORS AS A
GROUP
-0-

(1) Based on 303,424,902 shares of common stock with one vote each and 100 shares of Series A preferred stock with 5 million votes each outstanding as of August 27, 2013.
EXECUTIVE COMPENSATION
No annual or long-term compensation has been paid to any officer or director for the fiscal year ended December 31, 2012 or from the end of the last fiscal year until the Effective Time.
Board of Directors and Committees

Each director holds office until the next annual meeting of shareholders, and until his successor is elected and qualified. At present, the company’s bylaws require no fewer than one director. Currently, there is at least one director of the company. The bylaws permit the Board of Directors to fill any vacancy and the new director may serve until the next annual meeting of shareholders and until his successor is elected and qualified. Officers are elected by the Board of Directors and their terms of office are at the discretion of the Board. There are no family relations among any officers or directors of the company.

Committees of the Board of Directors


Our board of directors has authorized an audit committee charter, compensation committee charter, nominating and governance committee charter, executive committee charter and nominating committee charter. Our board may also establish from time to time any other committees that it deems necessary or desirable. The composition of each committee will comply, when required, with NYSE listing standards and other rules of the SEC and NYSE.
Audit Committee

We have not appointed members of our audit committee. However the chairman will be independent within the meaning of applicable SEC rules and NYSE listing standards as an “ audit committee financial expert ” as defined in the rules and regulations of the SEC, and that is financially literate under the current listing standards of the NYSE. The audit committee has oversight responsibilities regarding matters including:

• the integrity of our financial statements and our financial reporting and disclosure practices;
• the soundness of our system of internal controls regarding finance and accounting compliance;
• the independent registered public accounting firm’s qualifications and independence;
• the engagement of the independent registered public accounting firm;
• the performance of our internal audit function and independent registered public accounting firm;
• our compliance with legal and regulatory requirements in connection with the foregoing;
• review of related-party transactions in accordance with our written policy as to such transactions; and
• compliance with our Code of Conduct and Ethics.

We will rely on the phase-in rules of the SEC and NYSE with respect to the independence of our audit committee. These rules permit us to have an audit committee that has at least one member who is independent by the NYSE listing date, at least two members (a majority of whom are independent) within 90 days after the effectiveness of the registration statement of which this prospectus forms a part, and at least three members (all of whom are independent) within one year thereafter.

Our written charter for our audit committee will be available on our website, http://hdenergyservices.com . The information on our website is not and will not be deemed to be part of this information statement and our web address is included herein as an inactive textual reference only.

Compensation Committee

We have not appointed members of our compensation committee. However, the chairman of the committee will be independent within the meaning of the listing standards of the NYSE. The compensation committee is authorized to assist the board in discharging the board’s responsibilities relating to matters including:

• review and administration of compensation and benefit policies and programs designed to attract, motivate and retain personnel with the requisite skills and abilities to us to achieve superior operating results;
• review and approval, annually of goals and objectives relevant to compensation of our Chief Executive Officer, including evaluating the performance of the Chief Executive Officer in light of those goals and objectives and setting of our Chief Executive Officer’s compensation based on such evaluation (and our compensation committee will have sole authority to determine such compensation);
• establishment of the compensation of our other executives and the Chairman of our board, and recommendation of the compensation of our non-employee directors for approval by majority vote of independent directors, and
• issuance of an annual report on executive compensation for inclusion in our annual proxy statement, once required.

We will rely on the phase-in rules of the SEC and NYSE with respect to the independence of our compensation committee. These rules permit us to have a compensation committee that has at least one member who is independent by the earlier of the date this offering closes or five business days from the NYSE listing date, at least a majority of members who are independent within 90 days of the NYSE listing date and all independent members within one year of the NYSE listing date.

Our board has adopted a written charter for our compensation committee, which will be available upon completion of this offering on our website, http://hdenergyservices.com . The information on our website is not and will not be deemed to be part of this prospectus and our web address is included herein as an inactive textual reference only. To assist the compensation committee in discharging its responsibilities, the compensation committee may engage a compensation consulting firm or other advisors.

Nominating and Governance Committee

We have not appointed members of our nominating and governance committee. However, the chairman of the committee will be independent within the meaning of the listing standards of NYSE. The nominating and governance committee is authorized to:

• recommend to the board nominees for election as directors and committee members;
• develop and recommend to the board a set of corporate governance guidelines;
• review candidates for nomination for election as directors submitted by directors, officers, employees and stockholders and establish procedures to be followed by stockholders in submitting nominees;
• recommend to the board non-renomination or removal from the board or a board committee as appropriate;
• review with the board the requisite skills and characteristics for continuation as board members, the selection of new board members and board composition; and
• select, retain and evaluate any search firm with respect to the identification of candidates for nomination for election as directors (and our nominating and governance committee shall have the sole authority to approve any such firm’s fees and other retention terms).

We will rely on the phase-in rules of the SEC and NYSE with respect to the independence of our nominating and governance committee. These rules permit us to have a nominating and governance committee that has at least one member who is independent by five business days from the NYSE listing date, at least a majority of members who are independent within 90 days of the NYSE listing date and all independent members within one year of the NYSE listing date.

The committee will assist the board in the selection of nominees for election as directors at each annual meeting of our stockholders and will establish policies and procedures regarding the consideration of director nominations from stockholders. Our board has adopted a written charter for our nominating and governance committee, which will be available upon completion of this offering on our website, http://hdenergyservices.com . The information on our website is not and will not be deemed to be part of this prospectus and our web address is included herein as an inactive textual reference only.

Employment Agreements

Currently, we have no employment agreements.

Outstanding Equity Awards

Currently, we have no outstanding equity awards.
EFFECTIVE TIME

The reincorporation will be effective on the last to occur of the following (the “Effective Time”):

• the date specified in a Certificate of Merger meeting the requirements of Delaware Law, is filed with the Secretary of State of the State of Delaware; or
• the date specified in Articles of Merger meeting the requirements of Nevada Law, is filed with the Secretary of State of the State of Nevada
ADDITIONAL INFORMATION

There have been no proposals for action submitted to the company by any stockholders other than the proposals which are the subject of this information statement.
CONCLUSION

In order to comply with Delaware Business Corporation Act, we are sending you this information statement which describes the purpose and effect of the actions and amendment. Your consent to the actions is not required and is not being solicited in connection with this action.



LETTER OF TRANSMITTAL

To Accompany Certificates Representing
Shares of Old Common Stock of

PHARMSTAR PHAMACEUTICALS, INC.
(a Delaware Corporation)

Converted into a Right to Receive Shares of New Common Stock
of Nexus Energy Services, Inc.

Pursuant to the Reincorporation, Name Change, and Reduction in Common Stock of Pharmstar Phamaceuticals, Inc.

Surrender Certificates for Shares of Old Common Stock
of Pharmstar Phamaceuticals, Inc. to:

OLDE MONMOUTH STOCK TRANSFER CO., INC.

By Mail or By Hand:

OLDE MONMOUTH STOCK TRANSFER CO., INC.
200 Memorial Parkway
Atlantic Highlands, NJ 07716

For information call:
[phone] , Ext 101

The instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed. If certificates are registered in different names, a separate Letter of Transmittal must be submitted for each different registered owner.

DESCRIPTION OF CERTIFICATES SURRENDERED
Name(s) and Address(es) of Certificate(s) Enclosed
Registered Owner(s) (Attach additional list if necessary)
(Please fill in, if blank)

________________________________________ Total Number
________________________________________ of Shares
________________________________________ Certificate Represented by
________________________________________ Number(s) Certificate(s)
________________________________________
________________________________________
________________________________________
________________________________________
Total Shares:
SIGNATURES MUST BE PROVIDED AND GUARANTEED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

The undersigned hereby surrenders the Certificate(s) listed above (the “Certificates”) representing shares of common stock, $.025 par value per share (the “Old Shares”), of Pharmstar Phamaceuticals, Inc., a Delaware corporation (the “Company”), for cancellation in exchange for shares of common stock, $.001 par value per share, (“New Shares”), of Nexus Energy Services, Inc. at the exchange ratio of one New Share for one thousand (1000) Old Shares surrendered hereby, pursuant to a reduction in the total number of shares of common stock of the Company (the “Share Reduction”) effective for shareholders of record on the 4th day of October, 2013 (the “Effective Time”).

No certificates for fractional shares of Nexus common stock will be issued and no certificates will be issued for less than 100 shares. In the event any holder of Pharmstar common stock is entitled to receive fractional shares of Nexus common stock, such holder will be issued the next highest number of whole shares and in the event any holder of Pharmstar common stock is entitled to receive less than 100 shares of Nexus common stock, such holder will be issued 100 shares;

Each issued and outstanding share of the preferred stock of any series or class of Pharmstar shall be converted into the right to receive one fully paid and non-assessable share of preferred stock, $.001 par value per share, of Nexus with rights and preferences provided in the Nexus articles of incorporation. The undersigned understands that the exchange of Old Shares is subject to the terms and conditions set forth in the accompanying Instruction.

The undersigned understands that , unless appropriate written instructions are given by the undersigned to Olde Monmouth Stock Transfer Co., Inc. to transmit the New Shares by DWAC, a certificate representing the whole number of New Shares will be sent by mail as soon as practicable following the receipt of the Certificates, this Letter of Transmittal and a check payable to Olde Monmouth Stock Transfer Co., Inc. in the amount of $25 (“Transfer Fee”) for each certificate representing New Shares to be issued delivered by any reasonable procedure requested by the undersigned and agreed to by the Transfer Agent.
In the event you are entitled to a fractional New Share, the Company will deliver the next highest number of whole shares instead of a certificate for a fractional share.

Please issue and deliver the certificate representing the number of New Shares to which the undersigned is entitled in exchange for the Certificates surrendered pursuant to this Letter of Transmittal to the undersigned at the address specified under “Description of Certificates Surrendered” above unless otherwise indicated under “Special Registration Instructions” or “Special Delivery Instructions” below.

ELECTRONIC TRANSMISSION INSTRUCTIONS
(See Instruction 2 below)

COMPLETE ONLY if the New Shares are to be transmitted to the undersigned’s account with a prime broker.

Transmit New Shares to:

Name of Prime Broker

__________________________________________
(Please Print)

Account Name: _____________________________
(Must be the same as name of the registered holder(s) appearing under “DESCRIPTION OF CERTIFICATES SUBMITTED”

Account No. ______________________________

Address __________________________________

_________________________________________
(Include Zip Code) SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 2 below)

COMPLETE ONLY if the certificates for New Shares are to be issued in a different name or are to be sent OTHER than to the address of the registered holder(s) appearing under “DESCRIPTION OF CERTIFICATES SUBMITTED.”


Mail or deliver to:

Name _____________________________
(Please Print)

Address __________________________

__________________________________
(Include Zip Code)

__________________________________
(Tax Identification or Social
Security Number)
(See Substitute Form W-9)

The undersigned hereby warrants to the Company that the undersigned has full power and authority to submit, sell, assign and transfer the Certificates described above, free and clear of all liens, charges and encumbrances and not subject to any adverse claim. The undersigned will, upon request, execute any additional documents necessary or desirable to complete the transfer of the Certificates.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and all obligations of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

SIGN HERE AND, IF REQUIRED, HAVE SIGNATURES GUARANTEED (If Special Registration Instructions are given, or if signature is by other than the registered holder, signature(s) must be guaranteed. See Instruction 2.)


(Signature(s) of Shareholder(s)
Dated:

(Must be signed by the registered holder(s) exactly as name(s) appear(s) on Certificates or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title and see Instructions 2 and 3)

Name(s):

(Please Type or Print)

Capacity (Full Title)

Address
(include Zip Code)

Area Code and Tel. No.
Tax Identification or
Social Security No.

Guarantee of Signature(s)
(See Instruction 2)

Authorized Signature

Name
(Please Type or Print)

Name of Firm

Address

(Include Zip Code)

Area Code and Tel. No.
Dated:

IMPORTANT: Failure to complete the Substitute Form W-9 on the back page of this Letter of Transmittal may result in backup withholding of 31% of any cash payments. Please review the Instructions and the information provided under “Important Tax Information” in this Letter of Transmittal.

INSTRUCTIONS

1. Delivery of Letter of Transmittal and Certificates. Certificates, together with a signed and completed Letter of Transmittal and any required supporting documents, should be sent or delivered to Olde Monmouth Stock Transfer Co., Inc. at the address shown on the face of this Letter of Transmittal. If any Certificates are registered in different names, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of Certificates. The method of delivery of this Letter of Transmittal, Certificates and all other required documents is at the option and risk of the shareholder(s) and the delivery will be deemed made only when actually received by Olde Monmouth Stock Transfer Co., Inc. A Letter of Transmittal, Certificates and any other required documents must be properly received by Olde Monmouth Stock Transfer Co., Inc. in form satisfactory to it, in order for the delivery and surrender to be effective and the risk of loss of Certificates to pass to the Company. If delivery is by mail, registered or certified mail with return receipt requested, properly insured, is recommended.

2. Guarantee of Signatures. Signatures on this Letter of Transmittal must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company having an office or correspondent in the United States (an “Eligible Institution”), unless Certificate(s) are surrendered (i) by the registered holder of Old Shares who has not completed the box entitled “Special Delivery Instructions” on this Letter of Transmittal or (ii) for the account of an Eligible Institution.

3. Signatures. If this Letter of Transmittal is signed by the registered holder(s) of Certificates, the signature(s) must correspond exactly with the name(s) as written on the face of the Certificates without alteration, enlargement or any change whatsoever.

If any Certificate is held of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If this Letter of Transmittal or any Certificates or stock powers are signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and submit evidence satisfactory to the Company of such person’s authority so to act.

4. Validity of Surrender; Irregularities. All questions as to validity, form and eligibility of any surrender of Certificates hereunder will be determined by the Company. The Company reserves the right to waive any irregularities or defects in the surrender of any Certificates, and its interpretations of the terms and conditions of the reclassification and of this Letter of Transmittal (including these Instructions) with respect to such irregularities or defects shall be final and binding on all parties. A surrender will not be deemed to have been made until all irregularities have been cured or waived.

5. Special Delivery Instructions. Indicate the name and address of the person(s) to which certificates for New Shares are to be issued or sent if different from the name and address of the person(s) signing this Letter of Transmittal.

6. Additional Copies. Additional copies of this Letter of Transmittal may be obtained from Olde Monmouth Stock Transfer Co., Inc. located at 200 Memorial Parkway, Atlantic Highlands, NJ 07716.

7. Inadequate Space. If the space provided on this Letter of Transmittal is inadequate, Certificate numbers and numbers of Old Shares should be listed on a separate signed schedule affixed hereto.

8. Letter of Transmittal Required; Surrender of Certificates; Lost Certificates. A shareholder will not receive any certificates for New Shares unless and until this Letter of Transmittal or a facsimile hereof, duly completed and signed, is delivered to Olde Monmouth Stock Transfer Co., Inc., together with Certificates representing such Old Shares and any required accompanying evidences of authority in form satisfactory to Olde Monmouth Stock Transfer Co., Inc.. If Certificates have been lost or destroyed, such should be indicated on the face of this Letter of Transmittal. In such event, the Transfer Agent will forward additional documentation necessary to be completed in order to effectively surrender such lost or destroyed Certificates.

9. Substitute Form W-9. Each shareholder is required to provide a correct Taxpayer Identification Number (“TIN”) on Substitute Form W-9, which is provided under “Important Tax Information” below, and to indicate that he is not subject to backup withholding by checking the box in Part 2 of the Substitute Form W-9. Failure to provide the information on the Substitute Form W-9 may subject the shareholder to 31% federal income tax withholding on any future payments. The box in Part 3 of the Substitute Form W-9 may be checked if the shareholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future. If the box in Part 3 is checked and the Company is not provided with a TIN within 60 days, the Company will, withhold 31% of any payments thereafter until a TIN is provided to the Company.

IMPORTANT TAX INFORMATION

Under federal income tax law, a shareholder is required to provide the Company with his correct TIN on Substitute Form W-9 below. If such shareholder is an individual, the TIN is his Social Security number. If the Company is not provided with the correct TIN, the shareholder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, any payments that are made to such shareholder may be subject to backup withholding.

Certain shareholders (including, among others, all corporations and certain foreign individuals) are not subject to backup withholding and reporting requirements and should indicate their exempt status on Substitute Form W-9.

If backup withholding applies, the Company is required to withhold 31% of any payments made to the shareholder. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained

PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INSTRUCTIONS.

Purpose of Substitute Form W-9

To prevent backup withholding on payments that are made to a shareholder, the shareholder is required to notify the Company of his correct TIN by completing the form below certifying that the TIN provided on the Substitute Form W-9 is correct (or that such shareholder is awaiting a TIN) and that (1) the shareholder has not been notified by the Internal Revenue Service that he is subject to backup withholding as a result of failure to report all interest or dividends or (2) the Internal Revenue Service has notified the shareholder that he is no longer subject to backup withholding.

What Number to Give the Company

The shareholder is required to give the Company the social security number or employer identification number of the record owner of the Certificates. If Certificates are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidelines on which number to report.

PAYER’S NAME: Pharmstar Phamaceuticals, Inc.



SUBSTITUTE FORM W-9 Part 1 PLEASE PROVIDE YOUR TIN IN THE SPACE BELOW AND CERTIFY BY SIGNING AND DATING PART 3.

Social Security Number
OR
Employer Identification Number


DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE Part 2 Check the box if you are NOT subject to back up withholding under the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code because (1) you have not been notified that you are subject to backup withholding as a result of failure to report all interest or dividends or (2) the Internal Revenue Service has notified you that you are no longer subject to backup withholding +-+
+-+
+-+

PAYERS REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (“TIN”) Part 3 CERTIFICATION - Under penalties of perjury, I certify that the information provided on this form is true, correct and complete.

Signature:

Date:

Awaiting TIN? +-+
+-+

NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.