PCNT Point of Care Nano Technology Inc (CE)

 

UNITED STATES

SECURITIES 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 10, 2014

 

Alternative Energy & Environmental Solutions, Inc.

(Exact name of registrant as specified in charter)

 

Nevada		333-170118		27-2830681
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employee Identification No.)

 

100 Europa Drive Chapel Hill, NC		27517
(Address of principal executive offices)		(Zip Code)

 

919-933-2720

(Registrant’s telephone number, including area code)

 

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:

 

	☐        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))

 

 

 

Item 5.01 Changes in Control of Registrant.

 

On August 1, 2014, Alternative Energy and Environmental Solutions, Inc. (the “Company”) entered into an Employment Agreement (the “Agreement”) with Richard Johnson, a member of the board of directors (the “Board”), for Mr. Johnson to serve as the Chief Executive Officer, President, and Chief Financial Officer of the Company. Pursuant to the Agreement and in consideration for his services as the sole officer of the Company, the Company immediately issued 25 million shares of the Company’s common stock to Mr. Johnson (“Common Stock Issuance”). The Company now has 43,077,550 shares of its common stock issued and outstanding of which Mr. Johnson has control of 58.03% giving him control of the Company. In addition, pursuant to the Agreement, Mr. Johnson is to be paid $240,000 in base salary per year and, once a Certificate of Designation of “Series A Preferred Stock” is filed with the Secretary of State of the State of Nevada, Mr. Johnson will be issued shares of the Company’s Series A Series Preferred Stock.

 

The foregoing description of the terms of the Employment Agreement is qualified in its entirety by reference to the provisions of the agreement filed as Exhibit 10.1 to this Report, which is incorporated by reference herein.

 

Linda Hiatt and Peter Coker previously shared control of the Company with their combined ownership of over 80% of the Company’s issued and outstanding common stock.

 

The Company does not know of any arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 10, 2014, Mr. Allen Sharpe submitted to the Company a resignation letter pursuant to which he resigned from his position as a member of the Board. Mr. Sharpe did not resign as the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or financial policies), or practices.

 

On August 1, 2014, Mr. Peter Coker submitted to the Company a resignation letter pursuant to which he resigned from his position as the Company’s sole officer. Mr. Coker did not resign as the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or financial policies), or practices. Mr. Coker remains a member of the Board.

 

On August 1, 2014, the Board unanimously appointed Richard Johnson, a current member of the Board, as Chairman of the Board and the Company’s Chief Executive Officer, President, and Chief Financial Officer. Mr. Johnson is the Company’s sole officer. Mr. Johnson was not selected as an officer pursuant to any arrangement or understanding between Mr. Johnson and any other person.

 

Richard Johnson, 63, has been the owner of RMJ Consulting, Inc., a public relations, marketing, and business development company, since 1987. In 1986, Mr. Johnson was the marketing director for the first major financial trade show in Houston, Texas. From 1984 to 1986, Mr. Johnson was the sales and liquidation manager for Natchez Steel Corp. where he supervised a 12 person sales team in the liquidation of two locations’ inventories. From 1973 to 1984, Mr. Johnson was in operations, sales, and sales management for another steel company, All States Steel Corp. Prior to his positions in the steel industry, from 1969 to 1973, Mr. Johnson was an Assistant Operations Manager for Merrill Lynch. Mr. Johnson majored in business while attending Georgia State University.

 

On August 1, 2014, the Board unanimously appointed Peter Bianchi as a member of the Board bringing the number of members of the Board to three. Mr. Bianchi will hold office until the next annual general meeting of our shareholders or until removed from office in accordance with the Company’s bylaws. Mr. Bianchi was not selected as a director pursuant to any arrangement or understanding between Mr. Bianchi and any other person.

 

Family Relationships

 

There are no family relationships between any of the Company’s directors or officers and Mr. Johnson. There are no family relationships between any of the Company’s directors or officers and Mr. Bianchi.

 

Related Party Transactions

 

With regard to both Mr. Johnson and Mr. Bianchi, there are no related party transactions reportable under Item 404(a) of Regulation S-K.

 

  

Material Plans, Contracts, or Arrangements

 

As of the date of this Report, there has not been any material plan, contract or arrangement (whether or not written) to which any of our officers or directors are a party in connection with their appointments as officers or directors of the Company.

 

Material Compensatory Plans, Contracts, or Arrangements

 

Reference is made to the disclosure regarding the Employment Agreement between Mr. Johnson and the Company set forth under Item 5.01 of this Report, which disclosure is incorporated herein by reference.

 

Item 8.01 Other Events.

 

In connection with the appointments and resignations discussed under Items 5.01 and 5.02, the Board voted to change the name of the company to Unique Growing Solutions, Inc. following the fulfillment of regulatory requirements. The Company intends to change its business operations to that of a sales and leasing concern catering to the greenhouse agricultural industry. Unique growing Solutions, Inc. intends to focus on the organic and natural food industry as well as the emerging cannabis sector.

 

On August 8, 2014, the Company issued a press release regarding its name change and change in business operations. A copy of the press release of the Company is included as Exhibit 99.1 of this Report and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
10.1		Employment Agreement with Richard Johnson, dated August 1, 2014.
99.1		Press Release of Alternative Energy & Environmental Solutions, Inc., dated August 8, 2014.

 

 

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

 

	ALTERNATIVE ENERGY & ENVIRONMENTAL SOLUTIONS, INC.
DATED: August 8, 2014	By:	/s/ Richard Johnson
		Richard Johnson
		President, Chief Executive Officer, and Chief Financial Officer

 

 

 4

Exhibit 10.1

 

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Alternative Energy & Environmental Solutions, Inc.) a Nevada corporation (the “Company”), and Richard Johnson (“Employee”), effective as of August 1, 2014 (the “Effective Date”).

 

WHEREAS, the Company desires to secure the experience, abilities and services of Employee by employing Employee in the position of an officer of the Company, upon the terms and conditions specified herein; and

 

WHEREAS, Employee desires to (i) accept such employment and service as an officer of the Company, and (ii) enter into this Agreement.

 

NOW, THEREFORE, in consideration of the premises, terms and provisions set forth herein, the mutual benefits to be gained by the performance thereof and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.

Employment

 

Subject to the terms and conditions set forth in this Agreement, the Company agrees to employ Employee and Employee agrees to be employed by the Company for a term of one (1) year, as such term may be extended upon mutual agreement of the parties. It shall be a condition precedent to Employee’s obligations under this Agreement that Company deliver to Employee a duly executed shareholder resolution appointing Employee as a member of the Board of Directors of Company.

 

2.

Position And Duties

 

(a)         Position. Employee shall be the Chief Executive Officer, President, and Chief Financial Officer of the Company.

 

(b)         Duties and Responsibilities. Employee shall serve as the Chief Executive Officer, President, and Chief Financial Officer of the Company. In his capacity as Chief Executive Officer, President, and Chief Financial Officer of the Company, Employee shall have authority to do and shall do and perform all services, acts, or things necessary or advisable in Employee’s sole discretion to manage and conduct the business of Company, including, without limitation, setting policies and procedures; hiring, instructing, and terminating employees; setting employee compensation other than Employee’s own future compensation (which will be determined by the Board of Directors); and, entering into contracts, transactions, and other agreements on behalf of Company; subject only to the policies set by the Company's Board of Directors, and to the consent of the Board when required by the terms of this Agreement or Company By-laws.

 

 

3.

COMPENSATION AND BENEFITS

(a)         Base Salary. During the term of this Agreement, Employee’s annual base salary shall be not less than Two Hundred and Forty Thousand and 00/100 Dollars ($240,000) (“Base Salary”), payable bi-monthly or such other payroll period pursuant to the Company’s normal payroll practices for its Employees, and shall be subject to withholding for federal, state, city or other taxes as may be required pursuant to any law or governmental regulation or ruling, or as otherwise permissible under Company practices or policies.

 

(b)         Bonuses and Equity and Incentive Compensation Plans. Employee shall be eligible for bonuses, equity-based awards, and/or performance-based long-term and short term incentive compensation in accordance with the terms and conditions of applicable bonus, equity, and/or incentive compensation plan(s) adopted by the Company. Employee acknowledges that the Company is not obligated to award him any such bonus, awards or incentive compensation.

 

(c)         Common and Preferred Stock Issuance. In consideration for Employee’s entering into this Agreement, Company agrees that it shall immediately issue to Employee Twenty Five Million Shares shares of the company’s common stock subject to the terms of Exhibit “A” attached hereto and incorporated herein. The company shall also issue, once a certificate of designation is filed with the State of Nevada, shares of Series A Preferred Stock giving Employee approximately 51% of the entirety of the voting rights of all of the Company’s shareholders . Both of the above issuances shall be considered earned and paid for as of the signing of this document. The preferred has no stated value and the value of the common shall be $2,500.00 based upon the par value of .0001.

 

(d)         Employee Benefit Plans. Employee shall be eligible to participate in the employee benefit plans, programs and policies maintained by the Company for similarly situated executives of the Company in accordance with the terms and conditions to participate in such plans, programs and policies as in effect from time to time. Notwithstanding the foregoing, Employee and any dependents of Employee shall be covered by the Company’s health insurance plan at no cost or expense to Employee.

 

(e)         Vacation. Employee shall be entitled to not less than four (4) weeks annual vacation with full pay. Any untaken vacations will be compensated in cash or securities.

 

(f)          Expenses. The Company shall pay or reimburse Employee for all expenses actually incurred or paid by the Employee in his reasonable discretion in the performance of his services hereunder upon the presentation of expense statements or vouchers or such other supporting information as the Company may reasonably require of Employee.

 

(g)         Indemnification. Company shall indemnify Employee for all necessary expenditures or losses incurred by Employee in direct consequence of the discharge of his duties on Company's behalf.

 

 

4.

TERMINATION OF EMPLOYMENT

(a)         Termination By the Company or By Employee. The Company shall have the right to terminate Employee’s employment “for cause”, and Employee shall have the right to resign pursuant to a Notice of Termination delivered in accordance with Section 4(b). The term “for cause” shall mean if Employee (i) willfully and materially breaches the duties which he is required to perform under the terms of this Agreement; or (ii) conviction of a felony involving dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance of his duties.

 

(b)         Notice of Termination. Any termination by the Company or by Employee for any reason shall be communicated by a notice of termination to the other party hereto in accordance with Section 7(a), which notice shall be given no less than two weeks prior to the effective date of termination.

 

5.

COVENANTS BY EMPLOYEE

(a)          Property of the Company.

 

(1)

Employee covenants and agrees that upon the termination of Employee’s employment for any reason or, if earlier, upon the Company’s request, Employee shall promptly return all Property which had been entrusted or made available to Employee by the Company.

(2)

The term “Property” shall mean all records, files, memoranda, drawing, plans, sketches, tests and experiments, results, reports, keys, codes, computer hardware and software, price lists and other property of any kind or description prepared, used or possessed by Employee during Employee’s employment by the Company (and any duplicates of any such property) together with any and all information, ideas, concepts, discoveries, and inventions and the like conceived, made, developed or acquired at any time by Employee individually or with others during Employee’s employment which relate to the Company’s business, products or services.

(b)         Trade Secrets.

 

(1)

In consideration for the representations, warranties, covenants and further agreements made in this Agreement and in consideration for the further intellectual property and confidentiality policies of the Company, the Company shall make available to Employee certain Confidential or Proprietary Information and Trade Secrets of the Company.

 

 

(2)

Employee agrees not to disclose the Trade Secrets or any related Confidential or Proprietary Information to any third party or other person, except to employees of the Company who have a need to know (and then only to the extent necessary) in the performance of their employment.

(3)

Employee agrees that he will not, directly or indirectly, develop, manufacture, market, distribute or sell competitive or related products except pursuant to this Agreement.

(4)

The term “Trade Secret” shall mean information, including, but not limited to, technical or non-technical data, a formula, a patent, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or that: (i) derives economic value, actual or potential, from not being generally known to, and not being generally readily ascertainable by proper means by other persons who can obtain economic value from its disclosures or use; and (ii) is the subject of reasonable efforts by, as applicable, the Employee or the Company and any of its affiliates to maintain its secrecy.

(c)         Confidential Information.

 

(1)

In consideration for the representations, warranties, covenants and further agreements made in this Agreement and in consideration for the further intellectual property and confidentiality policies of the Company, the parties acknowledge that the Company shall and make available to Employee certain Confidential or Proprietary Information and Trade Secrets of the Company.

(2)

Employee covenants and agrees while employed under this Agreement and thereafter, which starts on the date Employee’s employment terminates with the Company, he shall hold in a fiduciary capacity for the benefit of the Company and each of its affiliates, and shall not directly or indirectly use or disclose, any of the Company’s or the Company’s affiliates’ Trade Secrets, including the Trade Secrets or Confidential or Proprietary Information that Employee may have acquired (whether or not developed or compiled by Employee and whether or not Employee is authorized to have access to such information) before or during the term of, and in the course of, or as a result of Employee’s employment by the Company or any of its affiliates.

(3)

The term “Confidential or Proprietary Information” shall mean any secret, confidential or proprietary information that the Company or any of its affiliates (not otherwise included in the definition of a Trade Secret under this Agreement) that has not become generally available to the public by the act of one who has the right to disclose such information without violation of any right of the Company or its affiliates.

 

(d)         Injunctive Relief. Employee agrees that the remedy at law for any breach by him of this Section 5 will be inadequate and that damages flowing from such a breach are not readily susceptible to being measured in monetary terms. Accordingly, upon a violation or threatened violation by Employee of any legally enforceable provision of this Section 5, the Company shall be entitled, in addition to all other rights and remedies, to immediate injunctive relief and may obtain a temporary and permanent injunction or restraining order enjoining and prohibiting any such further breach or threatened breach, without posting bond or furnishing similar security. Employee agrees that nothing in this Section 5(d) or in other provisions of this Agreement shall be deemed to limit or negate the Company’s remedies at law or in equity for any breach by Employee of any of the specific performance provisions which may be pursued by the Company.

 

(e)         Reasonable and Continuing Obligations. Employee agrees that Employee’s obligations under Section 5 will continue beyond the date Employee’s employment terminates if such continuance is reasonable and necessary to protect the Company’s legitimate business interests.

 

6.

ARBITRATION

 

Employee and Company mutually consent to the resolution by final and binding arbitration of all claims or controversies (“claims”) that Company may have against Employee or that Employee may have against Company relating to, resulting from, or in any way arising out of Employee's employment relationship with Company and/or the termination of Employee's employment relationship with Company, to the extent permitted by law. The claims covered by this Section 6 include, but are not limited to, claims for wages or other compensation due; claims for breach of any contract or covenant (express or implied); tort claims; claims for discrimination and harassment (including, but not limited to, race, sex, religion, national origin, age, marital status or medical condition, disability, or sexual orientation); claims for benefits (except where an Employee benefit or pension plan specifies that its claims procedure shall culminate in an arbitration procedure different from this one); and claims for violation of any public policy, federal, state or other governmental law, statute, regulation or ordinance.

 

Claims Employee may have for workers' compensation or unemployment compensation benefits are not covered by this Agreement. Also not covered are claims by Company or Employee for injunctive and/or other equitable relief, including declaratory judgment actions, relating to unfair competition and/or the use and/or unauthorized disclosure of trade secrets or confidential information, as to which both Employee and Company understand and agree that Employee or Company may seek and obtain relief from a court of competent jurisdiction.

 

Employee may initiate arbitration by serving or mailing a written notice to the Board of Directors of the Company at the Company's principal place of business. Company may initiate arbitration by serving or mailing a written notice to Employee at his or her last known address. The notice shall identify and describe the nature of all claims asserted and the facts upon which such claims are based. The written notice shall be served or mailed within the applicable statute of limitations period set forth by federal or state law.

 

After demand for arbitration has been made by serving written notice under the terms of this Agreement, the party demanding arbitration shall file a demand for arbitration with American Arbitration Association (``AAA''). Except as otherwise provided in this Agreement, the arbitration will be conducted according to the then applicable arbitration rules of AAA for the arbitration of employment disputes.

 

 

Discovery shall be allowed and conducted pursuant to the then applicable arbitration rules of AAA for the arbitration of employment disputes.

 

The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the State of Nevada, or federal law, or both, as applicable to the claim(s) asserted. The arbitrator shall have authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable.

 

Either party may file a motion for summary judgment with the arbitrator. The arbitrator is entitled to resolve some or all of the asserted claims through such a motion. The standards to be applied by the arbitrator in ruling on a motion for summary judgment shall be the applicable laws as specified in Section 6 of this Agreement.

 

The arbitrator's decision will be final and binding. The arbitrator shall issue a written arbitration decision revealing the essential findings and conclusions upon which the decision and/or award is based. A party's right to appeal the decision is limited to grounds provided under applicable federal or state law.

 

Any arbitration will be held in Clark County, Nevada by an arbitrator residing in Clark County, Nevada.

 

EMPLOYEE AND COMPANY HEREBY IRREVOCABLY WAIVE ANY CONSTITUTIONAL OR STATUTORY RIGHT TO HAVE ANY DISPUTE BETWEEN THEM COVERED BY THE TERMS OF THIS AGREEMENT DECIDED BY A COURT OF LAW AND/OR BY A JURY IN A COURT.

 

7.

MISCELLANEOUS

 

(a)         Indemnification. Employee shall be entitled to the benefit of the indemnification provisions for Employees contained in the bylaws of the Company as the same may be amended from time to time.

 

(b)         Notices. Notices and all other communications shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail. Notices to the Company shall be sent to:

 

Alternative Energy & Environmental Solutions, Inc.

10777 Westheimer, Suite 1116

Houston, TX  77042

 

Notices and communications to Employee shall be sent to an address specified by Employee in writing.

 

 

(c)         No Waiver. No failure by either the Company or Employee at any time to give notice of any breach by the other of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of any provisions or condition of this Agreement

 

(d)         Governing Law. This Agreement shall in all respects be constructed according to the laws of the State of Nevada.

 

(e)         Attorney’s Fees. Company agrees to pay all reasonable costs and expenses of Employee’s independent legal counsel in the preparation and negotiation of this Agreement. In addition, in the event of any controversy, claim or dispute between the parties hereto, arising out of or related to this Agreement, including an attempt to rescind or set aside this Agreement, the prevailing party in such an action to brought to settle or otherwise resolve such a controversy, claim or dispute, shall be entitled to recover reasonable attorney’s fees and costs related thereto.

 

(f)          Corporate Opportunities. Employee agrees that any opportunities that he discovers in any related industries (collectively, the “Company Business”) are corporate opportunities. Notwithstanding the foregoing, the Company acknowledges and agrees that Employee shall be entitled to pursue opportunities outside of the scope of the Company Business, without first presenting such opportunity to the Board of Directors of the Company.

 

(g)         Sums Due Employee. If Employee dies prior to the expiration of the term of his employment, any sums that may be due him from Company under this Agreement as of the date of death shall be paid to Employee's executors, administrators, heirs, personal representatives, successors, and assigns.

 

(h)         Assignment by Company. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to all or substantially all of the business or assets of the Company. The Company may assign this Agreement to any affiliate or successor, and no such assignment shall be treated as a termination of Employee’s employment under this Agreement; provided, however, that in the case of an assignment to an affiliate, the Company shall not be relieved of its obligations under this Agreement. The Company will require any successor company (whether direct or indirect, and whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company that is not an affiliate of the Company to expressly assume and to agree to perform this Agreement in the same manner and to the same extent as the Company, as if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

 

(i)          Assignment by Employee. Subject to Section 7(h) above, Employee’s rights and obligations under this Agreement are personal, and they shall not be assigned or transferred without the Company’s prior written consent.

 

 

(j)          Headings. The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.

 

(k)         Other Agreements. This Agreement replaces and supersedes any and all previous agreements and understandings (written or oral) regarding Employee’s employment relationship with the Company, and this Agreement constitutes the entire agreement of the Company and Employee with respect to such terms and conditions.

 

(l)          Amendment. No amendment to this Agreement shall be effective unless it is in writing and signed by the Company and by Employee.

 

(m)        Invalidity. If any part of this Agreement is held by a court of competent jurisdiction to be invalid or otherwise unenforceable, the remaining part shall be unaffected and shall continue in full force and effect, and the invalid or otherwise unenforceable part shall be deemed not to be part of this Agreement.

 

(n)         Enforceability by Beneficiaries. This Agreement shall inure to the benefit of and be enforceable by the parties hereto and their respective heirs, legal or personal representatives and successors.

 

[The remainder of this page has been intentionally left blank.]

 

 

IN WITNESS WHEREOF, the Company and the Employee have executed this Employment Agreement in multiple originals to be effective as set out above.

 

Alternative Energy & Environmental Solutions, Inc.
By:
	Richard Johnson Director			Peter Coker Director
Date:			Date:
By:
	Peter Bianchi Director
Date:
By:
	Richard Johnson Employee
Date:

 

 

 

Exhibit “A”

 

Stock Issuance

 

1.

Company issues to Employee all the shares of the Company’s Series A Preferred stock (the “Issuance”). Company issues to Employee 25,000,000 shares of common stock immediately with a declared value of $2,500.00 based upon par of .0001. These two issuances are earned and unencumbered upon execution of this contract.

 

10

Exhibit 99.1

 

Unique Growing Solutions, Inc. Appoints Richard Johnson as CEO and Announces Name Change and New Business Model

 

August 8, 2014

 

Alternative Energy and Environmental Solutions, Inc. (OTCQB: ALNE) filed a Form 8K after it entered into an employment agreement with Richard Johnson by which Mr. Johnson will serve as the Chief Executive Officer, President, and Chief Financial Officer of the Company. In addition, Peter Bianchi was appointed as a new board member following the resignation of former board member Allen Sharpe. The Company is changing its name to Unique Growing Solutions, Inc. and intends to change its business operations to that of a sales and leasing concern catering to the greenhouse agricultural industry. Unique growing Solutions, Inc. intends to focus on the organic and natural food industry as well as the emerging cannabis sector.

 

“Timing is always important, and we are eager to begin implementing our new business model and reap the benefits from the unprecedented growth in the organic food and cannabis sectors”, said the newly appointed CEO Richard Johnson. We believe we have a unique, comprehensive, and affordable program to provide growers with the products and technology to achieve maximum results.” added Johnson.

 

About Unique Growing Solutions, Inc.

 

Unique Growing Solutions is a sales, leasing, and consulting concern that provides turnkey solutions to the natural/organic food industry and the emerging cannabis sector. The Company has developed proprietary Enviropods that incorporate cutting edge hydroponic grow systems with intelligent greenhouse lighting, and ancillary horticulture support apparatus. These Enviropods provide growers with a comprehensive clean-room environment to maximize the quality and quantity of their crop output. The Company likens their Enviropod business model for growers to that of the executive suite concept for small businesses, leveraging the economies of scale to mitigate the financial barriers of entry for novice or experienced growers.

 

 

Unique Growing Solutions also plans to launch proprietary wholesale food and beverage brands leveraging their portable growing systems. The Company believes this portability will give them access to local markets and cater to the immediate needs of such markets regardless of the seasonality of crops or geographic and or climate limitations.

 

Visit our website at www.uniquegrowingsolutions.com

 

Safe Harbor

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended that represent the company's current expectations and beliefs. All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws and include, but are not limited to, statements of management's expectations regarding the company's performance, initiatives, goals, strategies and new product introductions; statements of projections regarding international sales targets and goals in Asia including Mainland China; statements of belief; and statements of assumptions underlying any of the foregoing. In some cases, you can identify these statements by forward-looking words such as "believe," "expect," "project," "anticipate," "estimate," "intend," "plan," "targets," "likely," "will," "would," "could," "may," "might," the negative of these words and other similar words.

 

The forward-looking statements and related assumptions involve risks and uncertainties that could cause actual results and outcomes to differ materially from any forward-looking statements or views expressed herein. These risks and uncertainties include, but are not limited to, the following:

 

●  any changes in operations or future financial results from those currently anticipated;

 

●  any failure of current or planned initiatives or products to generate interest among distributors and customers and generate sponsoring and selling activities on a sustained basis;

 

●  risks related to accurately predicting, delivering or maintaining sufficient quantities of products to support our planned initiatives or launch strategies, including possible ingredient supply limitations;

 

●  risk of foreign currency fluctuations and the currency translation impact on the company's business associated with these fluctuations;

 

●  regulatory risks associated with the company's products, which could require the company to modify its claims or inhibit the company's ability to import or continue selling a product in a market if it is determined to be a medical device or if it is unable to register the product in a timely manner under applicable regulatory requirements;

 

 

●  any inability to secure necessary governmental approvals or licenses to effect any future changes or expansion;

 

●  regulatory scrutiny and investigations in target markets in Asia and other foreign markets, that could in the future, negatively impact the company's business, including the interruption of sales activities in stores, loss of licenses, and the imposition of fines;

 

●  adverse publicity related to the company's business, products, industry or any legal actions or complaints by distributors or others; and

 

●  continued competitive pressures in the company's markets.

 

The company's financial performance and the forward-looking statements contained herein are further qualified by a detailed discussion of associated risks set forth in the documents filed by the company with the Securities and Exchange Commission. The forward-looking statements set forth the company's beliefs as of the date that such information was first provided and the company assumes no duty to update the forward-looking statements contained in this release to reflect any change except as required by law.

 

For additional Information contact:

 

 

4