15 Nov Ecosciences Inc (ECEZ) – stock research report
Ecosciences Inc (ECEZ) is a ticker we've had our eyes on for several months because of the set-up and players involved. In the past month the ticker has gotten a little bit more active so we've decided it's time to do a research report for the ticker.
Indications based on the set-up suggest that ECEZ was the brain child of attorney Virginia Sourlis.
Who is Virginia Sourlis? She is an attorney located in New Jersey who was suspended from practicing law in front of the SEC in 2013 stemming from a court ruling in 2012 that she aided and abetted in Securities Fraud by providing false opinion letters that facilitated the illegal public offering of millions of shares of Greenstone Holdings, Inc (GSHN) stock starting in January of 2006. GSHN was a pump&dump scheme involving Thomas F Pierson, James S Painter III, Joe V Overcash Jr, Daniel D Starczewski, John B Frohling, Frank J Morelli III and on some level Richard Muller, Braxton Jones, Kelli M. Myers, Daniel Motsinger, Dominic Martinez, Ashley Martinez, Barbara Morelli, and Paul R Yontz Jr.
ECEZ was originally incorporated as On-Air Impact Inc in Nevada on May 26, 2010 by Edward Whitehouse and Dorothy Whitehouse.
Dorothy Whitehouse was given the position of CEO while her husband, Edward, was placed in the role of Secretary and Treasurer. The couple issued themselves 5,000,000 shares at $.001/share.
On-Air Impact Inc was started with the forward looking business plan to become a consulting and analytics company serving the sports and entertainment industry with the goal to one day provide clients with measurement, valuation and analysis of on-air branded elements by merging technology, research and industry experience.
The idea for the forward looking business plan came because of Dorothy's previous experience working with ESPN from 2000 - 2006 in their sports and on-air division. Since 2006 Dorothy Whitehouse has been as a Sales Associate for Sourlis International Realty. Sourlis International Realty is run by Virginia Sourlis. She founded the company in 1989.
Edward Whitehouse has also been working for Sourlis International Realty since 2005 and currently serves as its COO.
But it gets better than that. Dorothy Whitehouse was once Dorothy Sourlis. She is the sister of Virginia Sourlis and that makes Edward Whitehouse the brother-in-law of Virginia Sourlis. At no point was this information ever disclosed in any of SEC filings for ECEZ. In the following picture Virginia is on the right in the front and her sister Dorothy is on the left in the front. I'm assuming that is Edward Whitehouse on the far left:
This explains how the group came up with the plan to form On-Air Impact Inc and take the start-up company public. It is absolutely no surprise that Virginia Sourlis was hired to do the legal work to take On-Air Impact Inc public. Signing the legal opinion letter for the S-1 filing was Philip Magri on behalf of The Sourlis Law Firm. Philip Magri has since left The Sourlis Law Firm starting his own firm in New York and is currently involved in MJDS as well as ECEZ, PGLO, and GBSX. ECEZ, PGLO, and GBSX all started using Philip Magri while he was with The Sourlis Law Firm). PGLO went on to become the 2nd big name Stock Tips promotion back in October of 2013 giving us a Stock Tips link to ECEZ.
It turns out that PGLO and ECEZ have a lot in common with the way they were set up. Both tickers:
1) used The Sourlis Law Firm for its corporate address.
2) had an intimate link to Virginia Sourlis (she started as the original CEO of PGLO and her employees started as the original officers of ECEZ).
3) used The Sourlis Law Firm to provide the legal opinion to go public
4) issued the original CEO 5,000,000 shares
5) used Isaac Muller to help provide the incorporation services
6) were incorporated less than a month apart
7) used Conner & Associates for the accounting services needed to go public
8) were start-up companies with no real business operations, no revenues, and only $5,000 cash when they filed to go public
9) registered 2,000,000 shares for sale to anonymous seed shareholders at $.10/share through their S-1 offering
PGLO and ECEZ were mirrors of one another when they both filed to go public during the summer of 2010.
So now the big question is - how much will PGLO and ECEZ continue to mirror each other after gaining public trading status?
More links to PGLO
On-Air Impact Inc got its S-1 filing approved by the SEC on February 17, 2011 about 4 months after the PGLO shell got its approved. On-Air Impact Inc was given the trading symbol OAIR.
Immediately after going public both the PGLO shell and the ECEZ shell changed accountants from Conner & Associates to Bergman & Company PA.
Both the PGLO shell and the ECEZ shell would change their accountant again a few weeks after that from Bergman & Company PA to W.T. Uniack & Co CPAs.
The PGLO shell would only end up selling 51,000 shares from its S-1 filing while the ECEZ shell would end up selling 142,500 shares, but things really get interesting after that.
How the PGLO insider enrichment scheme worked
1,000 of the shares sold by the PGLO shell through its S-1 filing went to Edward Whitehouse (original ECEZ officer and brother-in-low to Virginia Sourlis). But even more crazy than that is that the PGLO shell would end up selling 4,500,000 Series A Convertible Preferred shares to Edward Whitehouse for $450 ($.0001/share). Each share of Series A Convertible Preferred shares can convert into 20 common shares for a grand total of 90,000,000 common shares at a cost of only $450 ($.000005/share).
The PGLO shell then filed an S-1 to register 90,000,000 common shares created through the conversion of those 4,500,000 preferred shares for resale to the public. Not surprisingly, the SEC would end up approving the S-1 filing despite the involvement of Virginia Sourlis and the crazy low cost of the 90,000,000 shares (only $.000005/share).
The PGLO shell would end up buying back 4,900,000 of Virginia Sourlis' 5,000,000 shares for $305,092 cash that it borrowed from Anatom Associates, S.A. (an anonymous Marshall Islands entity). That was a nice profit for her since she only paid $5,000 for the shares. Control of the shell was then sold to Brookstone Partners LLP (Stella Lumawag) for $1,000. Bharat Vasandani became the new CEO for the ticker. Brookstone Partners LLP would issue itself 500,000,000 restricted shares for $50,000 in debt which made the share structure big enough that Edward Whitehouse could convert half of his convertible preferred shares into 45,000,000 free trading shares without going over 10% of the outstanding shares count. Most of those 45,000,000 free trading shares held in Edward Whitehouse's name were probably dumped during the $1,100,000 Stock Tips paid promotion starting on October 21, 2013. It sort of makes you wonder how much of the money made from the sale of those 45,000,000 shares ended up going into the pocket of Virginia Sourlis to go along with the $300,000 she made from her shares. All total those 45,000,000 shares could have easily fetched close to $9 million and they only cost $225 plus whatever had to go to Stock Tips to pay for the promotion.
So now that we have established just how closely linked ECEZ is to PGLO let's take a look at the history of ECEZ since going public.
After Going Public
After going public On-Air Impact Inc would end up issuing another 5,001,000 shares to the Whitehouse family for $5,100 and selling 136,500 shares to some anonymous seed shareholders at a cost of $.10/share raising $13,650 of which 25,000 shares ended up going to Virginia Sourlis. The money raised barely covered the legal and accounting expenses required to go public and left no money to be used for business operations so no business operations were ever initiated.
On-Air Impact Inc then created and sold 4,000,000 Series A Convertible Preferred shares to Virginia Sourlis on December 10, 2012 for just $8,000 ($.002/share). Each preferred shares converts to 20 common shares exactly like with PGLO for a total of 80,000,000 common shares for just $8,000 ($.00001/share). For whatever reason rather than continue down the PGLO path and do an S-1 filing for the conversion of those shares, On-Air Impact Inc would end up buying back the preferrred shares in exchange for a $8,000 Promissory Note issued to Virginia Sourlis in February of 2013. This happened right after the company failed to get a big reverse split approved. Why they even tried to do a reverse split I am not sure.
Somehow (though exact detail are missing from the filings) the share count would end up at 10,123,500 by the end of 2013 and based on the filings probably looked like something close to the following:
Edward & Dorothy Whitehouse - 10,010,000 shares
Virginia Sourlis - 25,000 shares
Unnamed consultant - 5,000 shares
Other Seed Shareholders - 83,500 shares
On May 12, 2014, On-Air Impact Inc would work out a merger plan with Eco-Logic Concepts Inc, a Delaware corporation. On-Air Impact Inc created a subsidiary called Eco Merger Sub Inc then did a share exchange with Eco-Logic Concepts Inc merging Eco-Logic into the Eco Merger Sub and making Eco-Logic Concepts Inc a wholly owned subsidiary of On-Air Impact Inc.
The merger was then followed by a name/symbol change for On-Air Impact Inc to Ecosciences Inc (ECEZ).
To make the merger happen a series of events took place:
1) Edward & Dorothy Whitehouse exchanged 10,000,000 of their shares for the 2,000,000 Series A Convertible Preferred shares then sold back 131,370 of the preferred shares for $26,274. The remaining 1,868,630 preferred shares can be converted into 37,372,600 common shares at some point in the future.
2) 550,003 new common shares were issued to for the acquisition/merger of Eco-Logic Concepts Inc. 500,003 shares went to the Eco-Logic CEO, Joel Falitz and the other 50,000 shares went to Maverick LLC (Ester Barrios).
3) 200,000 Series B non-Convertible Preferred shares were issued to Maverick LLC (Ester Barrios) for voting control. Maverick LLC which is a Nevis entity received the 50,000 common shares and the 200,000 preferred shares all because they let Eco-Logic Concepts Inc borrow $25,000 just 5 days before the merger with On-Air Impact Inc took place.
4) ECEZ entered into an agreement with Barracat Holdings Inc (Tony Killarney) to borrow up to $500,000 from Barracat Holdings Inc in the future. Tony Killarney (Anthony Killarney) has been involved in setting up several offshore entities with Kenneth Ciapala in many paid promotion tickers including LOGG, CANK, and PGLO. It was Kenneth Ciapala that signed for Anatom Associates, S.A. mentioned earlier in this report.
5) A 500-1 forward split would take place
The name/symbol change to Ecosciences Inc (ECEZ) and the 500:1 forward split all took place on June 23, 2014.
ECEZ would end up buying back 400,000 more of the Series A Convertible preferred shares from Edward Whitehouse for $80,000 which it borrowed from Barracat Holdings Inc reducing Edward Whitehouse's total to 1,238,630 Series A Convertible preferred shares.
After the 500:1 forward split the ECEZ share structure now looks as follows:
Authorized - 500,000,000 shares
Outstanding - 336,751,500 shares
Float - 56,750,000 shares
Joel Falitz - 250,001,500 shares (restricted)
Ester Barrios - 25,000,000 shares (restricted)
Edward & Dorothy Whitehouse - 5,000,000 shares (restricted)
Virginia Sourlis - 12,500,000 shares (free trading)
Unnamed consultant - 2,500,000 shares (free trading)
Other Seed Shareholders - 41,750,000 shares (free trading)
Edward Whitehouse - 1,238,630 Series A Convertible preferred shares convertible into 24,772,600 common shares (not converted yet)
It appears that originally the plan was to run an identical scheme as the one done with PGLO using the convertible preferred shares to issue shares at next to nothing to be dumped during a future paid promotion, but instead ECEZ ended up bailing on the preferred shares plan and is slowly swapping those preferred shares for cash to enrich Edward Whitehouse instead. At $.20 cash for every series A preferred shares acquired, Edward Whitehouse is on pace to make $400,000 once all the preferred shares are done being re-acquired by ECEZ. Since those shares only cost Edward Whitehouse $10,000 that's a nice pay day for his involvement in ECEZ even though it probably falls well short of what he made during the PGLO paid promotion. Based on information in the filings, thanks to the 500:1 forward split, Virginia Soultis appears to now own 12,500,000 free trading shares which she could easily turn into over $2,000,000 by selling them all into the market during a good paid promotion. Those shares cost her almost nothing.
More about the new Ecoscience Inc insiders
Joel Falitz (the new CEO of ECEZ) - prior to starting Eco-Logic Concepts Inc, Joel Falitz was involved in Preferred Distribution Inc from 2006 - 2011. Preferred Distribution Inc was a wholly owned subsidiary of Trend Explorations Inc (TRDX). From 2001 - 2006, Falitz was with APO Health Inc (APOA). APO Health Inc became Paivis Corp (PAVC) in 2006 and ended up being abandoned in 2008 after a failed merger with Truecash Holdings Inc (TCHH). The SEC revoked PAVC in 2009. Joel Falitz also spent some time recently providing investor relations services for companies like PooPeePads.com.
Ester Barrios (control person for Maverick LLC owner of 25,000,000 shares of ECEZ costing just $25,000) - prior to getting involved in ECEZ, Ester Barrios was a financier for Oryon Technologies Inc (ORYN) using his company Fairlane Holdings Inc (a Belize entity) when it got promoted by Bedford/Paragon in October of 2012. Ester Barrios was also the control person for Rockford Oil Corp. Rockford Oil Corp was a Kenneth Lieberscher ticker that never got a public trading symbol. Other shareholders in Rockford Oil Corp included Anatom Associates S.A. (financier for PGLO) and Bank Guttenberg (offshore tax haven/trading desk). Other Kenneth Lieberscher tickers included NHUR and NGRC (which both became Billionaire Stock promotions) and TGRO (which became a Stock Tips promotion) giving ECEZ yet another link to Stock Tips. More info in our report about the $500 million Belize tax haven bust.
More about Eco-Logic Concepts Inc
The new ECEZ website can be viewed here. It went live just recently at the end of October.
Eco-Logic Concepts provides bio-remediation services for sewers, sludge ponds, septic tanks, lagoons, farms, car washes, portable sanitation facilities, grease tanks, lakes and ponds. Eco-Logic Concepts produces organic tablets and powders to be used regularly and in lieu of harmful chemical cleaning products in grease trap and septic tank systems. The Company intends to generate revenue through the sale of tablets and powders to domestic and international customers in the food and sanitation industries as well as residential consumers.
In 2013, Eco-Logic had $19,530 in revenues. In 2014, Eco-Logic had $4,238 in revenues. If ECEZ does get promoted I'm sure they won't be focusing on past revenues. They'll be focusing on the huge potential of such an amazing product.
Ecosciences Inc (ECEZ) has so many links to past paid promotions that it is kind of scary, but the biggest link is to Pan Global Corp (PGLO) which became a Stock Tips promotion in October of 2013. ECEZ has mirrored PGLO since day one and still has enough in common with PGLO including Virginia Sourlis, Edward Whitehouse, and Philip Magri to make it a candidate for a future paid promotion. ECEZ also has links to ORYN, TGRO, NHUR, and NGRC (all big name paid promotions). ECEZ is now ready to go at any time. We don't really think that Stock Tips will be used for ECEZ this time around so with 56,750,000 free trading shares, we'd prefer to see a paid promotion for ECEZ start at $.10/share or under though it is always possible a paid promotion could start from a little higher. For now we'll be watching for any unusual volume accompanied by a press release to signal that a paid promotion might be about to start. Today we are adding ECEZ to our list of tickers to watch for a future paid promotion.