| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ECOSCIENCES, INC. [ ECEZ ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/20/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/20/2015 | J(1) | 235,000,000 | D | $0(2) | 15,001,500 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series C Convertible Preferred Stock | (3) | 04/20/2015 | J | 4,700,000 | 04/20/2016 | (4) | Common Stock | 56,400,000 | $0(7) | 4,700,000 | D | ||||
| Series D Convertible Preferred Stock(5) | (6) | 06/04/2015 | A | 100,000 | 06/04/2016 | (4) | Common Stock | 1,000,000 | $0.0001 | 100,000 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to a Share Exchange Agreement, dated April 20, 2015, between Reporting Person and Issuer, Reporting Person returned 235,000,000 shares of Common Stock to the Issuer in exchange for 4,700,000 shares of Series C Convertible Preferred Stock under Section 3(a)(9) of the Securities Act. |
| 2. No consideration was paid pursuant to Section 3(a)(9) of the Securities Act. |
| 3. After first anniversary of issuance date, holder may convert each share of Series C Preferred Stock into twelve (12) shares of Issuer's Common Stock unless such conversion would result in holder beneficially owning more than 4.99% of such Common Stock. |
| 4. No Expiration Date. |
| 5. Issued pursuant to a Stock Purchase Agreement, dated June 4, 2015, between Issuer and Reporting Person in connection with Reporting Person's Management Services Agreement, dated June 4, 2015, between Issuer and Reporting Person. |
| 6. After first anniversary of issuance date, holder may convert each share of Series D Preferred Stock into ten (10) shares of Issuer's Common Stock unless such conversion would result in holder beneficially owning more than 4.99% of such Common Stock. |
| 7. No consideration was paid under Section 3(a)(9) of the Securities Act. |
| Joel Falitz | 09/21/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
