UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 27, 2017
E-Debit Global Corporation
(Exact name of Registrant as specified in its charter)
| Colorado | 000-32051 | 98-0233968 |
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2801 Youngfield Street, Ste. 300
Golden, CO 80401
(Address of Principal Executive Offices)
(720) 840-5280
(Registrant's Telephone Number, Including Area Code)
| #12-3620 - 29th Street N.E., Calgary Alberta Canada T1Y 5Z8 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company /X/
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. /_/
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 27, 2017, E-Debit Global held a shareholder meeting. The shareholders elected the following four Directors to the Board:
Coby Boyce, Robby Eskanos, Judy Campbell and Douglas Mac Donald
Concurrently, Robert Robins, Sonja Dreyer, Kim Law and Douglas Mac Donald resigned as officers of E-Debit Global Corporation. Their resignation letters are attached hereto as Exhibits 99.1.
Coby Boyce was elected as President of E-Debit Global Corporation with the effective date of the April 1, 2017. Unfortunately, Mr. Boyce suddenly passed away June 4, 2017. As a result, Director Douglas Mac Donald was appointed as acting President until a new President can be positioned.
Biography Information:
Douglas Mac Donald, Acting President and Director
On March 27, 2017, Mr. Mac Donald was appointed to the Board of Directors of E-Debit Global Corporation. Effective June 4, 2017, Mr. Mac Donald was appointed Acting President of E-Debit Global Corporation.
Mr. McDonald is one of the original founders of E-Debit Global Corporation. Mr. McDonald is a former member of the Royal Canadian Mounted Police, retiring in 1995. From 1998 through to April 2017, Mr. Mac Donald devoted his time to our development and the development of subsidiary and affiliated companies.
Robby Eskanos, Director
On March 27, 2017, Mr. Eskanos was appointed to the Board of Directors of E-Debit Global Corporation.
Mr. Eskanos is attended the University of Colorado. He has served as the Vice-Chairman of the El Paso County Colorado Planning Commission. Additionally, he has been involved the family businesses of Tower Plaza Realty, R & M Land and Cattle, and American Freedom Woods.
Judy Campbell, Director
On March 27, 2017, Ms. Campbell was appointed to the Board of Directors of E-Debit Global Corporation.
Mrs. Campbell was born in Canada, and has been an US citizen since the mid 1980’s. She is a licensed real estate agent in the state of Nevada specializing in commercial, residential and new construction for home buyers and investors. She is currently licensed with Simply Vegas Real Estate located in Henderson, Nevada.
SECTION 7 - REGULATION FD
Item 7.01 Regulation FD Disclosure.
Press Release
The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.
On October 12, 2017, the Company issued a press release. A copy of the press release is attached hereto as Exhibit 99.2.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following is a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K.
| Exhibit No. | Description |
| 99.1 | Resignation Letters of Robert Robins, Sonja Dreyer, Kim Law |
| 99.2 | Press Release dated October 12, 2017 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
E-Debit Global Corporation
By: /s/ Douglas Mac Donald
___________________________
Douglas Mac Donald
Title: Acting President
Date: October 27, 2017
EXHIBIT 99.2
NEWS RELEASE October 12, 2017
OTC: WSHE For Immediate Release
E-DEBIT GLOBAL CORPORATION COMPLETES CORPORATE REORGANIZATION
Calgary, Alberta – E-Debit Global Corporation (the “Corporation)”) announces today that upon acting upon the results of a shareholder meeting held March 27, 2017, changes were made to the Officers and Directors of E-Debit Global Corporation.
Overview:
“In furtherance to guidance issued at our last shareholder meeting and the Corporation's recently announced reorganization on our website www.edebtglobal.com, there has been a change in Officers and Directors of E-Debit Global Corporation.
“Our most recent announcements are as follows: On March 27, 2014 E-Debit Global Corporation filed a Form 15 with the SEC – “Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act. E-Debit Global Corporation has completed its operational and administrative re-organization and continues as a non-reporting Colorado Corporation. The company continues to review all opportunities it holds based on its 14 years of fully compliant reporting and holds a significant “non-capital loss carried forward on its balance sheet.
On March 27, 2017, E-Debit Global held a shareholder meeting. The shareholders elected the following 4 Directors to the Board.
| · | Coby Boyce, Robby Eskanos, Judy Campbell and Douglas Mac Donald. |
| · | Robert Robins, Sonja Dreyer, Kim Law and Douglas Mac Donald resigned as officers of E-Debit Global Corporation. |
Coby Boyce was elected as President of E-Debit Global Corporation with the effective date of the April 1, 2017. Unfortunately Mr. Boyce suddenly passed away June 04, 2017, as a result Director Douglas Mac Donald was appointed as acting President until a new President can be positioned.
| Currently: | The Board of Directors of E-Debit Global Corporation is: Robby Eskanos, Judy Campbell and Douglas Mac Donald. |
Legal Counsel of the Corporation is: Paul Donion of: LAW OFFICES OF PAUL M.
DONION 1201 Pacific Avenue, Suite 600 Tacoma, WA 98402 Office: 253-348-2163
Company Transfer Agent is: Mountain Share Transfer, LLC
E-Debit Global Corporation’s new CUSIP Number is 26841A 303
E-Debit Global Corporation corporate offices are currently located at: 2801- Youngfield St. Suite 300, Golden, Colorado 80401
About E-Debit Global Corporation
E-Debit Global Corporation (WSHE) has historically conducted its business activities as a financial holding company centered primarily within the “non-conventional financial services industry” or business related activities which would be normally associated in Canada with a registered chartered bank or bank affiliated financial institution but are privately owned and operated and not affiliated with a Canadian Chartered Bank.
As a result of the Company earning all of its revenues in Canada the Company accumulated audit, legal and filing fees which have accumulated carried forwarded losses in excess of $5,000,000 USD which could not be offset with Canadian Revenues.
The Corporation since the third quarter of 2016 and culminating at the shareholder meeting of March 27, 2017 has directed its attention on business operations conducted and managed within the United States. Of primary attention, review and examination the Corporation has focussed on being a major provider of Technology, Goods, Services, Capitalization, Management Service, Equipment Rentals and Property Leases to the authorized and licensed medical and recreational marijuana Industry centered in the State of Washington and expanding into other jurisdictions which have licensed and regulated medical and/or recreational marijuana industries throughout the United States.
Financial Profile:
| · | Capitalization: Unlimited COMMON SHARES WITH $.001 par value |
DISCLAIMER
Forward Looking Statements
This announcement contains "forward-looking statements" which are not purely historical and may include statements
regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among other
things, the development, costs and results of new business opportunities and words such as "anticipate", "seek",
intend", "believe", "estimate", "expect", "project", “optimistic,” “intend,”
“plan,” “aim,” “will,” “may,” “should,” “could,” “would,”
“likely,” and similar expressions or phrases may be deemed "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. Actual results could differ from those projected in any forward-looking
statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with new projects,
the future U.S. and global economies, the impact of competition, and the Company's reliance on existing regulations regarding the
use and development of cannabis-based products. These forward-looking statements are made as of the date of this news release,
and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ
from those projected in the forward-looking statements. There can be no assurance that such statements will prove to be accurate
and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements
are based on the estimates and opinions of management on the date the statements are made, and WSHE does not undertake an obligation
to update forward-looking statements should conditions or management's estimates or opinions change. Factors that could cause actual
results to differ materially from these forward-looking statements include, but are not limited to, the following: the underlying
assumptions related to the events outlined in this news release proving to be inaccurate or unrealized, events impacting the likelihood
and timing of the completion of the events outlined, such as regulatory approvals, and the
Company’s ability to exploit the opportunities within its current and/or future business operations and other assets and execute on its strategy to develop and issue new and enhanced products and services and increase the Company’s revenues from such products and services.
For further information, please contact
E-Debit Global Corporation
e-mail: info@edebitglobal.com
Telephone: 720-840-5280
www.edebitglobal.com