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ECO SCIENCE SOLUTIONS, INC. (OTCMKTS:ESSI) Files An 8-K Entry into a Material Definitive Agreement

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06/26/2017 | 12:10pm CEST

ECO SCIENCE SOLUTIONS, INC. (OTCMKTS:ESSI) Files An 8-K Entry into a Material Definitive Agreement


On June 21, 2017, Eco Science Solutions, Inc. (ESSI) entered into
a Stock Purchase Agreement (SPA) with the shareholders of Ga Du
Corporation, a Nevada corporation (Ga Du, Sellers), wherein, ESSI
agreed to purchase, and Sellers agreed to sell 100% of the shares
of capital stock of Ga Du to ESSI, in exchange of fifteen million
(15,000,000) shares of ESSI Common Stock, that shall be issued to
Sellers, to the SPA. Among the additional material terms of the
SPA is Sellers right to receive additional consideration in the
form of cash payment(s) payable only upon the achievement of
certain milestones (the Milestone Payments) described in Exhibit
B of the SPA provided that: (i) all of the Milestones must be
reached within not more than twelve (12) months from the date of
the execution of this Agreement; (ii) each Milestone shall be
treated as distinct and the failure to reach any single Milestone
shall not effect the availability of the Milestone Payment(s)
related to any other Milestone(s).
Additionally, ESSI, on June 21, 2017, entered into Employment
and/or Consulting Agreements with each of the Sellers; to their
respective agreements with the wholly owned subsidiary of ESSI,
Ga Du Corporation, John Lewis will serve as the Chief Executive
Officer of Ga Du Corporation, Andy Tucker will act as Special
Consultant to Ga Du Corporation, Dante Jones will serve as a
Special Advisor to Ga Du, and Wendy Maguire will serve as the
Vice President of Business Development of Ga Du.
Further, ESSI entered into Employment Agreements with Michael D.
Rountree, who will serve as Chief Operating Officer of ESSI, and
with S. Randall Oveson, who will serve as the Chief Operation
Officer of Ga Du Corporation.
Each of the Employment and/or Consulting Agreements are for a
term of two years, renewable upon mutual consent, with an annual
salary of $120,000 per year and Options to purchase shares of
ESSIs common stock, which will vest in two years.
Additionally, each of the Employees/Consultant Agreements that
ESSI entered into to the Ga Du Corporation transaction executed a
Lock Up Leak Out Agreement relative to the exercise of Options.
Following the closing of the SPA, Ga Du Corporation will become
and remain a wholly owned subsidiary of ESSI, bringing to ESSI a
Financial Services Platform, Testing Labs, as well as Inventory
Control and Advisory Software Platforms (Summaries of each
respective business segment are attached hereto as Exhibits 99.1,
99.2, and 99.3).
ESSI management believes that the acquisition of the Ga Du
Corporation could, over time, increase the business opportunities
available to the Company, by offering services throughout the
newly developing cannabis industry and the always progressive
alternative health and wellness industry.
Previously, on May 2, 2017, ESSI entered into a Letter of Intent
with Ga Du Bank, a banking platform with a charter through the
Southern Cherokee Nation Red Fire People (SCNRFP). After
completing its due diligence, ESSI determined that while the
banking platform technology was capable and had many advantages,
the overall charter and the ability to engage in some of the
desired commercial operations through the SCNRFP was not
sufficiently developed by SCNRFP to meet the expectations of
ESSI. In light of this, each of ESSI and Ga Du determined not to
proceed with the acquisition of the banking charter. Ga Du;
however, has continued the refinement of its platform for data
capture, financial services, and compliance platform, to develop
mobile enterprise applications and to work with existing
commercial banks, along with its other enterprise services
activities. Ga Dus management team determined that the direction
and vision of ESSI aligned with the interests of Ga Du, and
seeing the potential to create additional revenue streams for a
combined entity, the Ga Du management team agreed unanimously to
become a subsidiary of ESSI and bring to market its other
activities under the Eco Sciences brand. With the acquisition of
Ga Du Corporation, ESSI has now acquired the Ga Du technology,
along with its other activities such as Certified Laboratory
Testing and Retail Inventory Control, bringing important
enterprise technologies in-house.
Background on Ga Du Corporation and Ga Dus nature of relationship
with ESSI
Ga Du Corporation (Ga Du) was originally an association of
individuals who had experience in one or more phases of the
Cannabis industry (see Bios below) and wished to collaborate to
develop and/or discover business opportunities in the industry
that were unrelated to sale of Cannabis products. Ga Du felt that
there was a lack of business sophistication and business tools in
the industry as a whole, and that a significant opportunity
existed to supply those.
To that end, Ga Du initially focused on two principal areas of
Quality control, including: (i) verification of quality
and content of cannabis consumables, primarily with a
state of the art laboratory design and process; (ii)
tracking of process from raw materials to finished
product, with some overlap into the Ga Du inventory
control design and software; and, (iii) handling
Business and enterprise tools, including: (i) inventory
control systems; (ii) data management to include both
inventory controls as well as customer data; (iii)
management and professional advisory services; (iv)
branding and package design; (v) workflow management;
and, (vi) financial services to include compliance and
membership/client data collection and management;
Below is a summary of the key components of the current Ga Du
Quality Control.
With its quality control initiative, Ga Du has developed a state
of the art laboratory design with proprietary processes and
methodology, entered into an agreement with an equipment
manufacturer and developed tracking software, while putting off
developing advisory services concerning product handling.
Business Tools.
As to business tools, Ga Du has created a relationship with a
design and marketing group and created branding and marketing
designs, while setting the stage for a long-term collaborative
relationship with a marketing advisory group. Ga Du has also
developed a data management software and an inventory control
software and system. Ga Du began this development process in
early 2016 and continues to develop and test these systems. At
approximately the same time Ga Du began work on security
software to capture and retain customer and membership data,
including the kind of data believed to be necessary to
eventually accommodate Know Your Customer (KYC) and compliance
issue for purposes of various kinds of financial services; and,
(ii) developed a flexible mobile payment platform to facilitate
payment for all kinds of services and products in collaboration
with an experienced provider.
Ga Du continues to refine and further develop financial
services software for bank account opening, compliance and
secure transfers.
In early 2017, one of the Ga Du team members, Mr. Andy Tucker
was contacted by the Chief of the State of Southern Cherokee
Nation and Red Fire People (SCRFP). The Chief indicated that he
believed that an opportunity existed to market banking and
merchant services to cannabis merchants. As discussions
developed, the Chief made several key representations: (i) that
SCNRFP had opened a central bank (the Central Bank); (ii) that
SCNRFP was a sovereign nation recognized by several other
nations, and that this sovereignty had been clarified by
opinion letter and treaty as to the United States; (iii) that
SCNRFP had a correspondent relationship with HSBC Bank in
London; (iv) that the Central Bank was authorized by Visa and
Master Card to engage in merchant transactions with cannabis
merchants and would be acting as its own interchange (payment
processing); (v) that a charter from the Central Bank would
permit Ga Du to engage in offering banking services; (vi) that
SCNRFP would deposit up to $300 million in a bank to be
organized by Ga Du if Ga Du was prepared to develop an
automated security and compliance system, with funds transfer
software capability.
Subsequently, Ga Du began a due diligence process that consumed
several months. During that process, Ga Du obtained a license
from SCNRFP, but did not commence to offer banking services.
However, Ga Du did survey the market for banking services and,
in particular, depository services. In doing so, Ga Du was
careful to ask what the interest might be to move cash into
deposits in bank accounts should cannabis businesses have the
ability to open accounts consistent with the Cole Memorandum.
Ga Du discovered an enormous interest and received estimates
from third parties of very significant depository capabilities,
in addition to those deposits promised by SCNRFP.
As Ga Dus relationship with SCNRFP developed, Ga Du continued a
due diligence process and became involved in advising and
assisting SCNRFP as to their banking proposal. Ga Du discovered
that the correspondent relationship and merchant relationships,
despite representation, were not firm, and had not, in fact,
been verified.
Concurrently with work previously commenced on a proprietary
banking and compliance software, Ga Du commenced to seek a
correspondent relationship with various banks and to develop
merchant processing relationship(s). During the later period of
this process, Ga Du was introduced to Eco Science Solutions
Inc. (ESSI) by Mr. Randal Oveson. Mr. Oveson was aware of Ga
Dus work with SCNRFP. Ga Du indicated to ESSI that it believed
that it would soon have a solution for cannabis banking with
SCNRFP. While Ga Du had received a license from SCNRFP it had
not yet received an opinion letter as to sovereignty. Ga Du
continued its development work on merchant processing and other
payment solutions to assist merchants to avoid the handling of
large amounts of cash, and on a depository system for taking
cash deposits and digitizing such deposits.
ESSI management clearly indicated to Ga Du that it would
require its own due diligence and final confirmation of a
banking capability to conclude a transaction; however, both
parties agreed the present stage of negotiations required a
formalized Letter of Intent surrounding a potential transaction
in the event that due diligence was satisfactorily completed.
Shortly after the suspension of trading of ESSI, SCNRFP
terminated its relationship with Ga Du. However, by that time
Ga Du had developed much of its enterprise solutions business
(the Enterprise Solutions) including: (i) its laboratory system
identified above and called Lab in a Box; (ii) development of a
data capture, retrieval and management system; (iii) largely
completed its development of a complex mobile payment platform;
(iv) completed its inventory management software; and (iv)
completed the KYC, security and account opening software for
potential future use, along with adapting this software to
membership, registration and other applications.
Because Ga Du has developed a great many Enterprise Solutions,
and in-roads to provide financial services to the Cannabis
industry, Management believes there are tremendous
complimentary aspects that, when combined, complete one segment
of the ESSI business plan; exploration of eco-friendly
technology and properties, which align with our health and
wellness applications. Alongside of our Herbo Applications,
moving forward in the cannabis industry and developing
solutions that comport with the cannabis industry, may position
ESSI to become a single source provider to consumers,
dispensary owners/operators, smoke shops, and supporting
professionals in the industry.
How Ga Du is related to ESSIs operating business
The Cannabis industry that ESSI and Ga Du are working to
penetrate, remains fragmented, with rather small
owner/operators, all whom are servicing their customer base
with limited technologies, unsophisticated business processes
and non-existent financial services. While forecasts have the
Medical Marijuana industry as quite large, there remains a lack
of technologies, business process and financial services that
allow for the enterprise and the consumer to transact in an
efficient manner. Management believes an analogy can be made
that when Amazon.com entered into consumer retail market, the
overall categories they targeted presented similar
inefficiencies. This premise implies that there are tremendous
ecommerce and enterprise opportunities in front of a combined
Eco Science Solutions and Ga Du.
ESSI has developed, and offers, a consumer engagement
application; e-wallet; location and delivery technologies;
e-commerce platform; and a rich educational content platform.
Ga Du has developed, and offers, a security software to capture
and retain customer and membership data, to accommodate KYC and
compliancy matters for various kinds of financial services; a
flexible mobile payment platform to facilitate payment for all
kinds of services and products in collaboration with an
experienced provider.
When combined, ESSI and Ga Du will have the capability to
vertically satisfy the entire transaction flow from consumer to
enterprise with a keen focus on the underserved Cannabis
industry. The parties believe that this first mover advantage
may give the Company a significant competitive advantage on a
long-term basis.
Introduction fees
On June 21, 2017, ESSI agreed to the issuance of 1,000,000
restricted shares of the Companys Common Stock to DEEPSEA
SOLUTIONS, LLC, in consideration for arranging the transaction
between the Company and Ga Du Corporation Shareholders.
The information provided in Item 1.01 of this Current Report
on Form 8-K is incorporated by reference into this Item 3.02.
The Company will claim an exemption from the registration
requirements of the Securities Act of 1933, as amended, for
the issuance of the aforementioned shares to Section 4(2) of
the Act and/or Rule 506 of Regulation D promulgated
thereunder since, among other things, the transaction does
not involve a public offering, the purchasers are accredited
investors and/or qualified institutional buyers, the
purchasers have access to information about the Company and
its purchase, the purchasers will take the securities for
investment and not resale.
On June 21, 2017, and to the Stock Purchase Agreement, ESSI
appointed L. John Lewis and S. Randall Oveson, both
representatives of Ga Du Corporation, to the Board of
Directors, effective June 21, 2017.
On June 21, 2017, ESSI appointed Michael Rountree as Chief
Operating Officer of ESSI.
On June 21, 2017, L. John Lewis was appointed Chief Executive
Officer of Ga Du Corporation, Wendy Maguire as Vice President
of Business Development of Ga Du Corporation, and S. Randall
Oveson as Chief Operating Officer of Ga Du Corporation.
L. John Lewis
Mr. Lewis graduated Magna Summa Cum Laude from the University
of Utah in 1976, with a Bachelor of Science degree in
political science, and an international relations
certificate. He received a Juris Doctor degree from Stanford
Law School in 1979, and was managing director of the Stanford
Law Journal. Following law school, Mr. Lewis served as a law
clerk on both the Untied States District Court for the
Southern District of California and on the United States
Tenth Circuit Court of Appeals.
As a lawyer, Mr. Lewis has represented American Dairies,
China Sky One, the Metropolitan Insurance Group, Skaggs-Alpha
Beta, and numerous other companies in connection with private
and public offerings, and/or mergers with public entities now
trading on the New York Stock Exchange.
Mr. Lewis departed from the practice of law to become
involved in assisting private companies with significant
growth trajectories. He has been active in assisting such
companies with capital formation, structure and the private
equity and business management for approximately the last
twenty years as a consultant, legal advisor and/or manger,
and has been the General Manager of a household products
manufacturing company, the CEO of a nutraceutical company,
and the Managing Director of a Swiss based asset management
firm, as well as managing a large legal and contracting group
for a multi-national NGO. His management duties have run the
gamut from managing a small business development group of
several individuals to responsibility for hundreds of
Mr. Lewis has served as an instructor of International Legal
and Treaty Conventions, International Commercial Conflicts
for the United States Army, and was a part time Professor of
Business Law at LDS Business College, as well as Visiting
Instructor of Business Communications and Entrepreneurship at
the University of Utah.
Mr. Lewis has received the following honorary distinctions:
(i) Owl and Key; (ii) Pi Sigma Alpha; and (iii) Whos Who in
American Law.
S Randall Oveson
BS MBA Management, Finance, and Accounting
Mr. Oveson started his career as a Financial Analyst with
Suite Thinking, Inc., a boutique hospitality consulting firm
in Newport Beach, CA. There Mr. Oveson developed systems and
processes used to analyze dozens of hotels part of a $500
million portfolio in various financial and operational
categories still in use in the hospitality industry today.
Upon completion of his MBA at Pepperdine University Mr.
Oveson has taken CEO, COO, CFO, and CIO roles in hospitality,
the aerospace, manufacturing, brokerage, action sports,
telecommunications, and the banking and healthcare technology
industries. His range of experience includes all aspects of
management for start-up and mid-tier companies both public
and private entities. He has led dozens of full financial
audits and reviews and has also led numerous PCI audits and
MasterCard RAMP reviews. He has been instrumental in projects
as diverse as the first and largest prepaid CLEC in the State
of California to building out and growing the first financial
data center on the island of Antigua.
Mr. Oveson is currently involved in financial processing
projects in Europe, Canada, and the US as well as assisting
with the development of Ga Du Corporations enterprise
solutions and operations.
Michael D. Rountree
Mr. Rountree is the Founder and President of Rountree
Consulting, which he formed in 1997. He is a certified
public accountant as well as a business and financial
manager and advisor, providing financial, strategy, and
business consulting services to clients with the goal of
increasing sales and growing revenue, while also actively
lowering expenses while streamlining operational
efficiencies. Mr. Rountree spent 3 years with Deloitte and
Touche, as well as Price Waterhouse, working on multi-state
tax and financial accounting engagements for large Fortune
500 and Global 2000 clients. Mr. Rountree also spent 3
years at the State of California Franchise Tax Board. His
initial work was with the traditional corporate and
individual audit group, but he was quickly promoted to the
forensics audit practice where he handled complex
financial, tax and audit engagements.
Mr. Rountree holds a BS degree with an emphasis in
Accountancy from C.S.U Long Beach and a Masters in Business
Taxation from the Leventhal School of Accounting at the
University Southern of California.
Mr. Rountree has been the Chief Financial Officer of
Eventure Interactive, Inc., a Nevada corporation since
April 1, 2013, and the Chief Financial Officer of
Separation Degrees One, Inc., a Delaware corporation, since
December 17, 2014.
Wendy Maguire MA, WSD
Wendy Maguire is dedicated to applying innovative
approaches to address the worlds most complex business and
societal challenges. She is an entrepreneur with an
accounting and finance background. Areas of study and
particular interest are; post-growth economics, generative
business models, and change dynamics.
She became active in the cannabis industry to take
advantage of opportunities in one of the worlds
fastest-growing business sectors, and is now applying her
experience to support efforts in the development of a
sustainable, generative and beneficial banking solution
serving the global community.
Wendy has had a founding role in numerous enterprises and
is a founding partner of, Two Lions, LLC, currently rolling
out recreational marijuana retail stores in Oregon with
Cannabis QA labs, and CO2 Extraction facilities in the
works. She has consulted with numerous i502 businesses in
Washington States legal cannabis industry and supported
legalization initiatives in Oregon, Nevada, Colorado,
Alaska and the U.S. Virgin Islands. She is active with the
Center for Cannabis and Social Policy (CASP).
Wendy has served on several boards including the Post
Growth Institute. She has worked with various organizations
in support of informed choice in health care, global food
security, education, the arts, community building, and
women in business. She completed a fellowship at the
Mondragon Cooperative Complex and holds a Graduate
Certificate in Cooperative Development.
Exhibit No.
Stock Purchase Agreement
Employment Agreement L. John Lewis
Consulting Agreement Andy Tucker
Employment Agreement Dante Jones
Employment Agreement Wendy Maguire
Employment Agreement Michael D. Rountree
Employment Agreement S. Randall Oveson
2017 Equity Incentive Plan
Non-Statutory Stock Option Agreement Granted Under
2017 Equity Incentive Plan – Lewis
Non-Statutory Stock Option Agreement Granted Under
2017 Equity Incentive Plan -Tucker
Non-Statutory Stock Option Agreement Granted Under
2017 Equity Incentive Plan – Jones
Non-Statutory Stock Option Agreement Granted Under
2017 Equity Incentive Plan – Maguire
Non-Statutory Stock Option Agreement Granted Under
2017 Equity Incentive Plan – Rountree
Non-Statutory Stock Option Agreement Granted Under
2017 Equity Incentive Plan – Oveson
10.15 Form of Lock up / Leak Out Agreement
10.16 Memo of Understanding between Ga Du Corporation and
Central Bank of SCNRFP
Financial Services Platform summary
Testing Labs Business Summary
Inventory Control and Advisory Systems Business
Certain statements in this Current Report Form 8-K may
contain forward-looking statements that involve numerous
risks and uncertainties which may be difficult to predict.
The statements contained in this Current Report Form 8-K
that are not purely historical are forward-looking
statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the Securities Act),
and Section 21E of the Exchange Act, including, without
limitation, the management of the Company and the Companys
expectations, beliefs, strategies, objectives, plans,
intentions and similar matters. All forward-looking
statements included in this Current Report Form 8-K are
based on information available to the Company on the date
hereof. In some cases, you can identify forward-looking
statements by terminology such as may, can, will, should,
could, expects, plans, anticipates, intends, believes,
estimates, predicts, potential, targets, goals, projects,
outlook, continue, preliminary, guidance, or variations of
such words, similar expressions, or the negative of these
terms or other comparable terminology.
Forward-looking statements involve a number of risks and
uncertainties, and actual results or events may differ
materially from those projected or implied in those
Although we believe that the assumptions underlying the
forward-looking statements are reasonable, any of the
assumptions could prove to be inaccurate. We can give no
assurance that the results contemplated in the
forward-looking statements will be realized. The inclusion
of this forward-looking information should not be construed
as a representation by the Company or any person that the
future events, plans, or expectations contemplated by our
company will be achieved.
We caution against placing undue reliance on
forward-looking statements, which contemplate our current
beliefs and are based on information currently available to
us as of the date a particular forward-looking statement is
made. Any and all such forward-looking statements are as of
the date of this Current Report Form 8-K. We undertake no
obligation to revise such forward-looking statements to
accommodate future events, changes in circumstances, or
changes in beliefs, except as required by law. In the event
that we do update any forward-looking statements, no
inference should be made that we will make additional
updates with respect to that particular forward-looking
statement, related matters, or any other forward-looking
statements. Any corrections or revisions and other
important assumptions and factors that could cause actual
results to differ materially from forward-looking
statements may appear in the Companys public filings with
the SEC, which are available to the public at the SECs
website at www.sec.gov.

ECO SCIENCE SOLUTIONS, INC. ExhibitEX-10.1 2 ex101.htm STOCK PURCHASE AGREEMENT ex101.htm   STOCK PURCHASE AGREEMENT   by and among   L. JOHN LEWIS,…To view the full exhibit click here About ECO SCIENCE SOLUTIONS, INC. (OTCMKTS:ESSI)
Eco Science Solutions, Inc., formerly Pristine Solutions, Inc., is a technology-focused company. The Company develops technical solutions, including enterprise software solutions, entertaining and useful content generation for mass distribution, and consumer applications for daily use. Its services include business location, localized communications between consumers and business operators, social networking, educational content, e-commerce and delivery. The Herbo application helps consumers in finding products and services that support the intake of alternative medicines for a naturopathic way of living. The Fitrix application is a companion that helps user to keep track of their day-to-day fitness routines, dietary habits and alternative medicine intake. Its pHion Balance focuses on developing nutritional supplements that take the guesswork out of supplementing the body in the healthy way. It also offers on-demand delivery services. The Company has not generated any revenues.

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Eco Science Solutions Inc Technical Analysis Chart | ESSI | US27888G1040 | 4-Traders
Jeffery Lee Taylor President, CEO, Secretary & Director
Michael D. Rountree Chief Operating Officer
Don Lee Taylor Chief Financial Officer, Treasurer & Director
L. John Lewis Director
S. Randall Oveson Director
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