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): June 1, 2018
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)
_________________________________________________
(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 ☒
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. ☐
Item 8.01 Other Events
Tacoma, Washington – E-Debit Global Corporation (“E-Debit” or the “Corporation”) announces the cancellation of 56,111,729 common shares of Fred Sebastian to the Corporation at a price of $0.001 US per share.
On June 1, 2018 the Corporation issued a Notice of Demand for Payment for outstanding advanced owed to the Corporation by E-Debit shareholder Fred Louis Sebastian totalling a principal amount of $80,054.58-Registered letter was sent and registered letter was returned to the Corporation unopened.
On the 19th of June 2018 the Corporation received notification from its Transfer Agent Mountain Share Transfer LLC of the cancellation of the aforementioned shares.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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: June 25, 2018
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Exhibit 99.1
E-DEBIT |
GLOBAL CORPORATION |
June 1, 2018
Via Registered Mail
Fred Sebastian
Duke Capital S.A.
6790 Route 8 Unit 3
Ludlow, NB E9C 2H6
AND
Fred Sebastian
Duke Capital S.A
703-2323 Hamilton St.
Regina, SK, S4P 3Y3
Attention: Fred Sebastian
Notice of Demand for Payment
Re: The Securities Act, 1988, S.S.
1988, C. 5-42.2
AND
IN THE MATTER OF
FRED LOUIS SEBASTIAN
("Respondent")
Attention: Mr. Fred Louis Sebastian
Further to our previous correspondence forwarded to you via registered mail related to the captionally noted and previously issued Demand for Payment related to Loan Agreement dated the 31" day of August 2012 and the Irrevocable Proxy related to E-Debit Global Corporation("E-Debit" or "Corporation") common shares held in your personal name, 101105607 Saskatchewan Ltd., and/or such other Corporations under your control, this letter is a "DEMAND FOR PAYMENT" for Loan Principal of $80,054.58 plus related associated accumulated interest.
Be advised this correspondence is the last Notice and Demand which the Corporation will be forwarding to you. if payment is not received within fourteen (14) days from the date of forwarding this DEMAND FOR PAYMENT via double registered mail the Corporation will be initiating such actions as set out within the Promissory Note of the 31" day of August 2012 to recover the Corporation's loan advances to you.
Be further advised, E-Debit is forwarding a copy of this DEMAND FOR PAYMENT to the Financial and Consumer Affairs Authority of Saskatchewan ("FCAA") and the US Financial Industry Regulatory Authority ("FINRA") due to the captionally noted FCAA decision and sanctions ordered by the Province of Saskatchewan and reciprocally ordered by the Ontario Securities Commission ("OSC"), the Manitoba Securities Commission and the New Brunswick Financial and Consumer Services Tribunal.
NOTICE AND DEMAND - Further action will be taken fourteen (14 days) days from the date of sending this DEMAND FOR PAYMENT by "double registered mail" of Canada Post. Please govern yourself accordingly.
/s/ Douglas N. Mac Donald
Douglas N. Mac Donald, President & CEO
E-Debit Global Corporation
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Exhibit 99.2
E-DEBIT "empowering everyone"
Global Corporation
UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF
E-DEBIT GLOBAL CORPORATION
The undersigned, constituting the entire Board of Directors (the "Board") of E-DEBIT GLOBAL CORPORATION , a Colorado corporation (the "Corporation"), take the following actions as of this 4th day of June, 2018, at a duly called and attended meeting of the Board of Directors.
WHEREAS, Fred Sebastian is a beneficial holder personally 14,111,729 and 42,000,000 corporately through Duke Capital S.A. of the common shares of the Corporation's which represents 4.94% ownership of the issued and outstanding common shares of E-Debit Global Corporation Inc. and is deemed a Corporate Insider.
AND WHEREAS, Fred Sebastian and companies under his control and direction currently owes the Corporation as of March 20, 2018 eighty thousand and fifty-four dollars and fifty-eight cents ($80,054.58) in Canadian Funds.
AND WHEREAS, the Corporation having received no response to a July 7, 2014 issued "DEMAND FOR PAYMENT OF OUTSTANDING LOANS" forwarded via supplied e-mail and Facsimile to Fred Sebastian, the Corporation issued on the 4th day of June, 2018 a further "Notice of Demand for Payment" addressed to Fred Sebastian and his associated corporation Duke Capital S.A. which was sent via Canadian Post Registered "Express" mail to the registered addresses of both.
AND WHEREAS, under terms and conditions of the Loan Agreement dated August 31, 2012 as set out in paragraph 5 of the agreement (attached as exhibit #1) which grants the Corporation the right to file an attachment to all of the securities held by Sebastian and his corporate holdings and repurchase the shares at Sebastian's cost of $0.001 per share (USD) to be offset against the balance of the loan and accumulated interest.
NOW THEREFORE BE IT RESOLVED THAT:
Unless full payment is received from Sebastian and/or the companies under his control by the 18th day of June 2018, the Board of Directors of the Corporation instructs the Corporation's Officers and Management to seek Colorado Legal Counsel and to commence the repurchase of the E-Debit Global Corporations shares and offset the cost of repurchase against the balance of the Loan and accumulated interest.
Upon the completion of the share repurchase Notice will be delivered to the Corporation's Transfer Agent that the following share certificates numbers are to be cancelled:
· CSI 4107 in the name of Fred Sebastian in the amount of 14,111,729 shares
· CSI 4108 in the name of Duke Capital S.A. in the amount of 14,000,000 shares
· CSI 4109 in the name of Duke Capital S.A. in the amount of 28,000,000 shares
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E-DEBIT "empowering everyone"
Global Corporation
6. This resolution may be signed in as many counterparts as may be necessary, each of which so signed shall be deemed to be an original (and each signed copy sent by electronic facsimile transmission shall be deemed to be an original) and such counterparts together shall constitute one and the same instrument and notwithstanding the date of the execution shall be deemed to bear the date as set forth above.
The undersigned, being all of the Directors of the Corporation, hereby consent to and adopt the foregoing.
/s/ Douglas Mac Donald | /s/ Jake George |
Douglas Mac Donald | Jake George |
/s/ Judy Campbell | /s/ Brendan McKenna |
Judy Campbell | Brendan McKenna |
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Exhibit 99.3
E-Debit Global Corporation 2801 Youngfield St. Suite # 300 Golden, CO 80401 |
June 19, 2018 Holder ID: XXXXXX |
If you have questions concerning your account, please call 866-206-3301 | |
Shares registered in the name of: DUKE CAPITAL S.A. |
ACCOUNT STATEMENT |
DUKE CAPITAL S.A. FRED SEBASTIAN 6790 ROUTE 8 UNIT 3 LUDLOW NB E9C 2H6 CANADA |
Activity 06/01/18 - 06/20/18 |
Summary of Holdings on June 01, 2018
Number of Shares | ||
42,000,000 | COMMON (CS1) Restriction RULE 144 |
Retired | ||||
Stock ID | Certificate No. | Retired | Shares | Sales Price/Share($) |
CS1 | 4108 | 6/19/18 | 14,000,000 | 0.00100 |
CS1 | 4109 | 6/19/18 | 28,000,000 | 0.00100 |
Ending Balance on June 20, 2018 | |||||
Stock ID | Certificate No. | Shares Issued | Acquired | Adjusted Basis/Share ($) | Lot Shares |
NONE | 0.00000 | 0.00000 |
E-Debit Global Corporation 2801 Youngfield St. Suite # 300 Golden, CO 80401 |
June 19, 2018 Holder ID: XXXXXX |
If you have questions concerning your account, please call 866-206-3301 | |
Shares registered in the name of: FRED SEBASTIAN. |
ACCOUNT STATEMENT |
FRED SEBASTIAN 703-2323 HAMILTON ST REGINA SK S4P 3Y3 CANADA |
Activity 01/01/18 - 06/21/18 |
Number of Shares | ||
14,111,729 | COMMON (CS1) Restriction RULE 144 |
Retired | ||||
Stock ID | Certificate No. | Retired | Shares | Sales Price/Share($) |
CS1 | 4107 | 6/19/18 | 14,111,729 | 0.00100 |
Ending Balance on June 21, 2018 | |||||
Stock ID | Certificate No. | Shares Issued | Acquired | Adjusted Basis/Share ($) | Lot Shares |
NONE | 0.00000 | 0.00000 |
Exhibit 99.4
June 19, 2018
OTC: WSHE | For Immediate Release |
E-DEBIT GLOBAL CORPORATION ANNOUNCES THE CANCELLATION OF 56,111,729 COMMON SHARES OF FRED SEBASTIAN TO THE CORPORATION
Tacoma, Washington – E-Debit Global Corporation (“E-Debit” or the “Corporation”) announces the cancellation of 56,111,729 common shares of Fred Sebastian to the Corporation at a price of $0.001 US per share.
Overview:
On June 1, 2018 the Corporation issued a Notice of Demand for Payment (attached as exhibit #1) for outstanding advanced owed to the Corporation by E-Debit shareholder Fred Louis Sebastian totalling a principal amount of $80,054.58 as set out in a Promissory Note dated the 31st day of August 2012. The Corporation had previously issued on the 7th day of July 2014 a Demand for Payment which was neither acknowledged nor responded to.
Terms and conditions of the Loan Agreement grants the Corporation the right to file an attachment to all of the Corporation’s shares held by Sebastian and his corporate holdings and cancel the shares at Sebastian’s cost of $0.001 per share (USD) to be offset against the balance of the loan and accumulated interest.
On the 4th day of June 2018 the Corporation’s Board of Directors passed a resolution (attached as exhibit #2) stating that unless full payment was received from Sebastian and/or the companies under his control by the 18th day of June 2018 the management of the Corporation was instructed to cancel the shares held in the name of Fred Sebastian and Duke Capital as authorized in the Loan Agreement and offset the price against the outstanding principal balance of the loans.
On the 19th day of June 2018 having received no acknowledgement of the Notice delivered via registered mail to the known addresses of Fred Sebastian. The Corporation’s Transfer agent was instructed of the Corporation’s decision to cancel the shares reducing the current outstanding and issued shares of the Corporation by 56,111,729.
On the 19th of June 2018 the Corporation received notification (attached as exhibit #3) from its Transfer Agent Mountain Share Transfer LLC of the cancellation of the aforementioned shares.
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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 a considerable carried forwarded losses in $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 |
· | SHARES ISSUED: Common – 1,095,910,852 |
· | OTC: Trading symbol – “WSHE” |
· | Transfer Agent: Mountain Share Transfer, LLC |
o | 2030 Powers Ferry Road SE |
o | Atlanta, Georgia 30339 |
o | Tel: 303-460-1149 |
Currently: The Board of Directors of E-Debit Global Corporation is: Judy Campbell, Douglas Mac Donald and Jake George
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
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
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
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