Got a request about him. Some very strange financial con games going on, and a "tribal govt" with mostly people from overseas, investors who got pulled in perhaps.
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https://dbf.georgia.gov/press-releases/2017-09-27/order-cease-and-desist-issued-alfa-international-bank-john-henderson-andOrder to Cease and Desist Issued to Alfa International Bank, John A. Henderson, and Walter Charlie Pressley a/k/a Chief Gees-Due OO-Neh-Gah Usti
SEPTEMBER 27, 2017
Atlanta, Georgia – Today, the Department of Banking and Finance, State of Georgia (“Department”), issued an Order to Cease and Desist to Alfa International Bank, John A. Henderson, and Walter Charlie Pressley a/k/a Chief Gees-Due OO-Neh-Gah Usti. It is unlawful to conduct and/or be affiliated with a banking business in Georgia without a bank charter. It is also unlawful to use the words “bank” and/or “trust” in any entity’s name without the permission of the Department. The Department has no record of Alfa International Bank and has not approved this entity, Mr. Henderson, or Mr. Pressley, to organize a bank and/or conduct a banking business in or from Georgia. Furthermore, the Department has not granted Alfa International Bank permission to use “bank” or “trust” in its name.
The terms of the Order include the following:
Immediately Cease and Desist from using “bank,” “trust,” or any derivative thereof in its name in any form, including any internet website, marketing material, signage, correspondence, and/or legal documentation that could reach Georgia consumers without the written authorization of the Department.
Immediately Cease and Desist from using “bank,” “trust,” or any derivative thereof in its name in any form, including any internet website, marketing material, signage, correspondence, and/or legal documentation originating from within this State without the written authorization of the Department.
Immediately Cease and Desist from claiming to be a bank, in any form, including any internet website, marketing material, signage, correspondence, and/or legal documentation that could reach Georgia consumers.
Immediately Cease and Desist from claiming to be a bank, in any form, including any internet website, marketing material, signage, correspondence, and/or legal documentation originating from within this State.
Immediately Cease and Desist from providing any financial products or services to the citizens of Georgia by any delivery system, including the internet, while using the word “bank,” “trust,” or any derivative thereof without the written authorization of the Department.
Immediately Cease and Desist from providing any financial products or services from within this State by any delivery system, including the internet, while using the word “bank,” “trust,” or any derivative thereof without the written authorization of the Department.
Immediately Cease and Desist from engaging in the business of banking from within the State of Georgia and/or into the State of Georgia.
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https://dbf.georgia.gov/press-releases/2017-08-23/order-cease-and-desist-issued-southern-cherokee-nation-and-red-fireOrder to Cease and Desist Issued to Southern Cherokee Nation and the Red Fire People Central Bank and Depository Trust and Walter Charlie Pressley a/k/a Chief Gees-Due OO-Neh-Gah Usti
AUGUST 23, 2017
Atlanta, Georgia – Today, the Department of Banking and Finance, State of Georgia (“Department”) issued an Order to Cease and Desist to Southern Cherokee Nation and the Red Fire People Central Bank and Depository Trust (“SCNRFP Central Bank”) and Walter Charlie Pressley a/k/a Chief Gees-Due OO-Neh-Gah Usti. It is unlawful to conduct and/or be affiliated with a banking business in Georgia without a bank charter. It is also unlawful to use the words “bank” and/or “trust” in any entity’s name without the permission of the Department. The Department has no record of SCNRFP Central Bank and has not approved this entity or Mr. Pressley to organize a bank and/or conduct a banking business in or from Georgia. Furthermore, the Department has not granted SCNRFP Central Bank permission to use “bank” or “trust” in its name.
The terms of the Order include the following:
Immediately Cease and Desist from using “bank,” “trust,” or any derivative thereof in its name in any form, including any internet website, marketing material, signage, correspondence, and/or legal documentation that could reach Georgia consumers without the written authorization of the Department.
Immediately Cease and Desist from using “bank,” “trust,” or any derivative thereof in its name in any form, including any internet website, marketing material, signage, correspondence, and/or legal documentation originating from within this State without the written authorization of the Department.
Immediately Cease and Desist from claiming to be a bank, in any form, including any internet website, marketing material, signage, correspondence, and/or legal documentation that could reach Georgia consumers.
Immediately Cease and Desist from claiming to be a bank, in any form, including any internet website, marketing material, signage, correspondence, and/or legal documentation originating from within this State.
Immediately Cease and Desist from providing any financial products or services to the citizens of Georgia by any delivery system, including the internet, while using the word “bank,” “trust,” or any derivative thereof without the written authorization of the Department.
Immediately Cease and Desist from providing any financial products or services from within this State by any delivery system, including the internet, while using the word “bank,” “trust,” or any derivative thereof without the written authorization of the Department.
Immediately Cease and Desist from engaging in the business of banking from within the State of Georgia and/or into the State of Georgia.
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https://www.sec.gov/Archives/edgar/data/1490873/000159406217000162/form8k.htmSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 21, 2017
ECO SCIENCE SOLUTIONS, INC.
(Exact name of Company as specified in its charter)
Nevada 333-166487
46-4199032
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of Incorporation)
Identification Number)
1135 Makawao Avenue, Suite 103-108
Makawao, Hawaii 96768
(Address of principal executive offices)
(800) 379-0226
ITEM 1.01. 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 Seller’s, pursuant to the SPA. Among the additional material terms of the SPA is Seller’s 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; pursuant 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 ESSI’s common stock, which will vest in two years.
Additionally, each of the Employees/Consultant Agreements that ESSI entered into pursuant 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 Du’s 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 Du’s 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 business:
1)
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 techniques.
2)
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 portfolio
I.
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.
2
II. 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 Du’s 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 Du’s 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.....
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http://www.howardsmithlaw.com/Complaints/Eco_Science_Solutions_Complaint.pdfPLAINTIFF, Individually and On Behalf of All Others Similarly Situated,
Plaintiff, v. Civil Action No.:
CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS AND DEMAND FOR JURY TRIAL
ECO SCIENCE SOLUTIONS, INC., JEFFERY LEE TAYLOR, DON LEE TAYLOR, and GANNON GIGUIERE,
Defendants....
with respect to the Company’s purported pending acquisition of Ga-Du Bank, Inc. (“Ga-Du Bank”), the
report alleged that “the internet has never heard of
this so-called ‘Ga-Du Bank,’” and that it was
regulated by a newly founded central bank of the "Southern Cherokee Nation and The Red Fire
People,” which claimed to be a sovereign nation, but which could also be contacted by email
through a Gmail address, and was “not on the list of 566 Native American tribes legally
recognized by the US”—all raising the specter
that the acquisition was a sham to keep the
Company’s stock inflated.
7. On this news, the Company’s stock price fell $0.23 per share, or 9.5%, to close at
$2.17 per share on May 16, 2017.
