UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2015
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from [ ] to [ ]
Commission file number 000-54803
ECO SCIENCE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| |
Nevada
| 46-4199032
|
(State or other jurisdiction of incorporation or organization)
| (I.R.S. Employer Identification No.)
|
|
|
3250 NE 1st Avenue, Suite 305, Miami FL
| 33137
|
(Address of principal executive offices)
| (Zip Code)
|
|
|
Registrant's telephone number:
| 305-460-2259
|
N/A
(Former name, former address and former fiscal year, if changed since last report)
| | | | | | |
| |
| |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days.
| Yes þ No ¨
|
| |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registration statement was required to submit and post such files).
| Yes þ No ¨
|
| |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
|
|
| Large accelerated filer
| ¨
| | Accelerated filer
| ¨
| |
| Non-accelerated filer
| ¨
| | Smaller reporting company
| þ
| |
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes ¨ No þ
|
Indicate the number of shares outstanding of each of the registrants
classes of common stock as of the latest practicable date.
28,426,334 Common Shares issued and outstanding as of December 10, 2015
DOCUMENTS INCORPORATED BY REFERENCE: None
PART I-FINANCIAL INORMATION
| |
ITEM 1.
| FINANCIAL STATEMENTS
|
The Companys unaudited interim consolidated financial statements for the three month period ended October 31, 2015 form a part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.
These financial statements should be read in conjunction with the audited financial statements and notes included thereto for the year ended January 31, 2015 on Form 10-K, as filed with the Securities and Exchange Commission on May 1, 2015.
2
| | | | | | | |
ECO SCIENCE SOLUTIONS, INC.
|
CONSOLIDATED BALANCE SHEET
|
(Unaudited)
|
| | | | | | | |
| | October 31, 2015
| | January 31, 2015
| |
ASSETS
| | | | | | |
Current assets
| | | | | | |
| Cash
| $
| 7,162
| | $
| 13,322
| |
| Prepaid expenses
| | 4,000
| | | | |
| Total current assets
| | 11,162
| | | 13,322
| |
| | | | | | | |
| TOTAL ASSETS
| $
| 11,162
| | $
| 13,322
| |
| | | | | | | |
LIABILITIES AND STOCKHOLDERS' DEFICIT
| | | | | | |
Current liabilities
| | | | | | |
| Accounts payable and accrued expenses
| $
| 60,930
| | $
| 43,126
| |
| Related party payable
| |
| | | 58,250
| |
| Notes payable-short-term-related party
| |
| | | 22,000
| |
| Notes payable-short-term-related party-convertible
| | 236,045
| | | 164,045
| |
| Total current liabilities
|
| 296,975
| |
| 287,421
| |
| | | | | | | |
Long term liabilities
| | | | | | |
| Notes payable-convertible
| | 236,350
| | | 236,350
| |
| Notes payable-convertible-related party, net of unamortized discount
| | 44,865
| | |
| |
| Total long term liabilities
|
| 281,215
| |
| 236,350
| |
| Total liabilities
|
| 578,190
| |
| 523,771
| |
| | | | | | | |
Stockholders' deficit
| |
| | |
|
|
| Preferred stock, $.001 par, 50,000,000 shares authorized, none issued and outstanding at October 31, 2015 and January 31, 2015, respectively
| |
| | |
| |
| Common stock, $0.10 par, 650,000,000 shares authorized, 27,926,334 and 30,643,001 issued and outstanding at October 31, 2015 and January 31, 2015, respectively
| | 2,792,633
| | | 3,064,300
| |
| Additional paid in capital-common
| | 6,299,044
| | | 5,408,128
| |
| Subscriptions receivable
| | (250
| )
| |
| |
| Accumulated deficit
|
| (9,658,455
| )
|
| (8,982,877
| )
|
| Total stockholders' deficit
|
| (567,028
| )
|
| (510,449
| )
|
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
| $
| 11,162
| | $
| 13,322
| |
The accompanying notes are an integral part of these financial statements
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3
| | | | | | | | | | | | |
ECO SCIENCE SOLUTIONS, INC.
|
CONSOLIDATED INCOME STATEMENT
|
(Unaudited)
|
| | | | | | | |
| For the three months ended
| | For the nine months ended
| |
| October 31, 2015
| | October 31, 2014
| | October 31, 2015
| | October 31, 2014
| |
Revenue
| $
|
| | $
|
| | $
|
| | $
|
| |
Cost of revenues
|
|
| |
|
| |
|
| |
|
| |
Gross profit
|
|
| |
|
| |
|
| |
|
| |
| | | | | | | | | | | | |
General and administrative expenses
| | 20,323
| | | 16,135
| |
| 52,854
| |
| 56,741
| |
| | | | | | | | | | | | |
Net operating loss
| | (20,323
| )
| | (16,135
| )
| | (52,854
| )
| | (56,741
| )
|
| | | | | | | | | | | | |
Other income (expenses)
| | | | | | | | | | | | |
Interest expense
| | (7,203
| )
| | (4,792
| )
|
| (18,974
| )
|
| (13,529
| )
|
Amortization of stock options
| | (151,250
| )
| | (51,250
| )
|
| (453,750
| )
|
| (633,750
| )
|
Impairment loss
| | (150,000
| )
| |
| | | (150,000
| )
| |
| |
Total other income (expenses)
| | (308,453
| )
| | (56,042
| )
|
| (622,724
| )
|
| (647,279
| )
|
| | | | | | | | | | | | |
Net loss
| $
| (328,776
| )
| $
| (72,177
| )
| $
| (675,578
| )
| $
| (704,020
| )
|
| | | | | | | | | | | | |
Net loss per common share - basic and diluted
| $
| (0.01
| )
| $
| (0.00
| )
| $
| (0.02
| )
| $
| (0.03
| )
|
| | | | | | | | | | | | |
Weighted average common shares outstanding - basic and diluted
| | 29,009,486
| | | 29,382,131
| |
| 30,233,538
| |
| 22,286,590
| |
The accompanying notes are an integral part of these financial statements
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4
| | | | | | |
ECO SCIENCE SOLUTIONS, INC.
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
(Unaudited)
|
| | | | | | |
| For the nine months ended
| |
| October 31, 2015
| | October 31, 2014
| |
Cash flows from operating activities:
| | | | | | |
Net loss
| $
| (675,578
| )
| $
| (704,020
| )
|
Adjustments to reconcile net loss to net cash used in operating activities:
| | | | | | |
Amortization of stock options/stock compensation
| | 453,750
| | | 633,750
| |
Discount amortization
| | 615
| | |
| |
Impairment loss
| | 150,000
| | |
| |
Changes in operating assets and liabilities:
| | | | | | |
Increase (decrease) in accounts payable and accrued expenses
| | 17,803
| | | (7,145
| )
|
Increase (decrease) in related party payables
| | (3,250
| )
| | 2,568
| |
Net cash used in operating activities
|
| (56,660
| )
| | (74,847
| )
|
| | | | | | |
Cash flows from financing activities:
| | | | | | |
Proceeds from related party loans
| | 50,000
| | | 77,891
| |
Subscriptions received
| | 500
| | | 300
| |
Net cash provided by financing activities
|
| 50,500
| | | 78,191
| |
| | | | | | |
Net decrease in cash
| | (6,160
| )
| | (3,344
| )
|
| | | | | | |
Cash-beginning of period
|
| 13,322
| | | 5,684
| |
| | | | | | |
Cash-end of period
| $
| 7,162
| | $
| 9,028
| |
| | | | | | |
NON-CASH ACTIVITIES
| | | | | | |
Conversion of preferred stock to common stock
| $
|
| | $
| 5,265,000
| |
Conversion of debt to common stock
| $
|
| | $
| 13,650
| |
Conversion of related party payable to convertible note payable
| $
| 59,000
| | $
|
| |
Beneficial conversion feature of related party convertible note
| $
| 14,750
| | $
|
| |
Purchase of intellectual property for common stock
| $
| 150,000
| | $
|
| |
Subscriptions receivable
| $
| 250
| | $
| 300
| |
| | | | | | |
SUPPLEMENTAL DISCLOSURES
| | | | | | |
Interest paid
| $
|
| | $
|
| |
Income taxes paid
| $
|
| | $
|
| |
The accompanying notes are an integral part of these financial statements
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5
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2015
NOTE 1: NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS
The accompanying unaudited consolidated financial statements of Eco Science Solutions, Inc., (the Company or ESSI) have been prepared in accordance with generally accepted accounting principles. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and that effect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes for the year ended January 31, 2015. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements have been omitted.
The Company was incorporated in the state of Nevada on December 8, 2009 under the name Pristine Solutions, Inc. Headquartered in Miami, Florida, Eco Science Solutions, Inc., a Nevada corporation, is charged with the research and exploration of eco-friendly technology and properties. On February 14, 2014, the Company changed its name to Eco Science Solutions, Inc. (OTCQB.ESSI).
On November 4, 2013, through the Agreements for the License of Intellectual Property "(the "License Agreements"), the Company acquired an exclusive license to the EcoFlora Spark Plug (the EcoFlora Plug), a unique product with technology for which the US Patent and Trademark Office (USPTO) issued Patent #8,853,925 on October 7, 2014. Effective August 28, 2015, the License Agreements were terminated.
On August 31, 2015, the Company executed an Asset Purchase Agreement dated August 28, 2015 (the "Purchase Agreement") with Kensington Marketing, Inc., a Nevada corporation, to acquire a certain technology application known as Stay Hydrated. In exchange for the technology application, the Company will issue 1,500,000 restricted shares of the Company's common stock, valued at $150,000.
The Company will continue to research and explore eco friendly technology and properties that generate revenue through advertisements connected to the application, as well as downloads of the application.
NOTE: The following notes and any further reference made to the Company, "we", "us", "our" and "ESSI" shall mean Eco Science Solutions, Inc., unless otherwise indicated.
Going Concern
These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As at October 31, 2015, the Company had a working capital deficit of $285,813, and an accumulated deficit of $9,658,455. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Companys ability to continue as a going concern.
The financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies is presented to assist in understanding the Companys financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.
Basis of Presentation
These consolidated financial statements and related notes are prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. The Companys fiscal year end is January 31.
Use of Estimates
The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three months or less at the time of purchase to be cash equivalents. As of October 31, 2015 and January 31, 2015, respectively, the Company had no cash equivalents.
Fair Value Measurements
Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value:
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6
| |
Level 1
| Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
|
Level 2
| Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
|
Level 3
| Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
|
The Companys financial instruments consist principally of cash, accounts payable, and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is reasonably assured. As of October 31, 2015, no revenue has been recognized, as the Company has not commenced operations.
Stock-Based Compensation
The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
Basic and Diluted Net Income (Loss) Per Share
The Company computes net income (loss) per share in accordance with ASC 260, Earning per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.
Comprehensive Loss
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at October 31 2015 and January 31, 2015, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
Recently Adopted Accounting Standards:
The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (FASB), the US Securities and Exchange Commission (SEC), and the Emerging Issues Task Force (EITF), to determine the impact of new pronouncements on US GAAP and the impact on the Company. The Company has recently adopted the following new accounting standards:
Adopted:
In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASBs deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The adoption of this update did not have a material impact on its consolidated financial statements.
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. The adoption of this update did not have a material impact on its consolidated financial statements.
In July 2013, the FASB issued ASU No 2013-11, Presentation of an Unrecognized Tax Benefit When Net Operating Loss Carryforward Exists. The objective of ASU 2013-11 is to reduce diversity in practice by providing guidance on the presentation of unrecognized tax benefits, and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, and interim reporting periods therein. Early adoption is permitted. The adoption of this update did not have a material impact on its consolidated financial statements.
In June 2014, the FASB issued ASU No, 2014-10, Elimination of Certain Financial Reporting Requirements for Development Stage Entities. The objective of ASU 2014-10 is to reduce the cost and complexity associated with the incremental reporting requirements for development stage entities. This Update removes all incremental financial reporting requirements, and eliminates an exception provided to development stage entities in Topic 810. The amendments in this standard are effective retrospectively for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted.
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7
Not Yet Adopted:
In April 2014, the FASB issued ASU No. 2014-08 Presentation of Financial Statements (Top 205): Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity. The objective of ASU No. 2014-08 is to clarify the criteria for determining which disposals can be presented as discontinued operations and also modifies related disclosure requirements. The standard is required to be adopted by public business entities in annual periods beginning on or after December 15, 2014, and interim periods within those annual periods. Early adoption is permitted for new disposals beginning in the first quarter of 2014, provided financial statements have not been issued before the release of this standard. The Company is evaluating the effect, if any, adoption of ASU No. 2014-08 will have on its consolidated financial statements.
In August 2014, the FASB issued ASU No 2014-15 Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern. The objective of ASU 2014-15 is to provide guidance in GAAP about managements responsibility to evaluate whether there is substantial doubt about an entitys ability to continue as a going concern and to provide related footnote disclosures. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is evaluating the effect, if any, adoption of ASU No. 2014-15 will have on its consolidated financial statements.
In November 2014, the FASB issued ASU No. 2014-17 Business Combinations (Topic 805): Pushdown Accounting. The objective of ASU 2014-17 is to provide guidance on whether and at what threshold an acquired entity that is a business or nonprofit activity can apply pushdown accounting in its separate financial statements. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. The Company is evaluating the effect, if any, adoption of ASU No. 2014-17 will have on its consolidated financial statements.
In January 2015, the FASB issued ASU 2015-01 Income StatementExtraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. This Update eliminates from GAAP the concept of extraordinary items. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The effective date is the same for both public business entities and all other entities. The Company is evaluating the effect, if any, adoption of ASU No. 2015-01 will have on its consolidated financial statements.
In April 2015, the FASB issued ASU 2015-03 Interest-Imputation of Interest (Subtopic 835-30: Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 is part of the Simplification Initiative, and its objective of to simplify the presentation of debt issuance costs. This Update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. The amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company is evaluating the effect, if any, adoption of ASU No. 2015-03 will have on its consolidated financial statements.
Recently Issued Accounting Standards Updates:
There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.
NOTE 3: PREPAID EXPENSES
Prepaid expenses consists of certain compensation expense paid in advance of its due date. As of October 31, 2015 and January 31, 2015, $4,000 and $0 has been prepaid, to be expensed in the next month, and is included in related party transactions (Note 5).
NOTE 4: NOTES PAYABLE
Notes payable consists of an unsecured convertible promissory note in the modified principal sum of $236,350. The note bears interest at a rate of 6% per annum, is due January 31, 2017, and is convertible into the Companys common stock at a rate of $0.003 per share.
As of October 31, 2015 and January 31, 2015, the Company has accrued $41,106 and $30,499, respectively, in interest on notes payable.
NOTE 5: RELATED PARTY TRANSACTIONS
As of October 31, 2015 and January 31, 2015, related parties are due a total of $276,910 and $244,295, respectively, which is comprised of $236,045 and $186,045, respectively, in cash loans to the Company, $59,000 and $0 in accrued compensation converted to convertible notes payable , $14,135 and $0 of unamortized discount on convertible notes payable, and $(4,000) and $58,250, respectively, in accrued (prepaid) compensation.
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8
Related party transactions consist of the following:
| | | | | | |
| October 31, 2015
| | January 31, 2015
| |
| | | | | | |
Related party payable (prepaid)-compensation
| $
| (4,000
| )
| $
| 58,250
| |
| | | | | | |
Notes payable for loans to the Company
| |
| | | 22,000
| |
| | | | | | |
Convertible notes payable for loans to the Company
| | 236,045
| | | 164,045
| |
Convertible notes payable for unpaid compensation
| | 59,000
| | |
| |
Less: unamortized discount
| | (14,135
| )
| |
| |
Total convertible notes payable, net of unamortized discount
| | 280,910
| | | 164,045
| |
Total related party loans
| | 280,910
| | | 186,045
| |
Total related party transactions
| $
| 276,910
| | $
| 244,295
| |
Related party convertible notes payable consists of the following unsecured promissory notes:
| | | | | | |
Description
| Principal
| | Interest Rate
| Conversion Rate
| Maturity Date
|
| | | | | | |
Note Payable
| $
| 236,045
| | 5%
| FMV
| 01/31/2016
|
| | | | | | |
Note Payable
| $
| 59,000
| | 6%
| 80% of FMV
| 10/01/2017
|
Less: unamortized discount
| | (14,135
| )
| | | |
Note Payable, net of unamortized discount
| $
| 44,865
| | | | |
On October 1, 2015, the Company issued its President a convertible promissory note in the principal amount of $59,000 for unpaid compensation. The note bears interest at a rate of 6% per annum, matures on October 1, 2017, and contains a repayment provision to convert the debt into the Company's common stock at a rate of 80% of the fair market value of the common stock on the date of conversion. The conversion discount of 20% of FMV results in a beneficial conversion feature. As a result, the difference between the conversion rate and the market rate of $14,750 has been classified as a discount on the note. As of October 31, 2015, the Company expensed $615 in discount amortization. As of October 31, 2015, $14,135 of unamortized discount remains, and will be amortized over the next 23 months.
All outstanding related party notes payable bear interest at a rate of between 5% and 6% per annum, mature between January 31, 2017 and October 1, 2017, and are convertible into the Companys common stock at a per share rate equal to the fair market value on the date of conversion or 80% thereof. Interest in the amount of $12,059 and $2,941 has been accrued as of October 31, 2015 and January 31, 2015, respectively, and is included as an accrued expense on the accompanying balance sheets.
As of October 31, 2015 and January 31, 2015, the Company has accrued $12,059 and $4,306, respectively, in interest on related party loans.
NOTE 6: COMMON STOCK
The total number of authorized shares of common stock that may be issued by the Company is 650,000,000 shares with a par value of $0.10.
On September 3, 2015, 4,966,667 shares of the Companys issued and outstanding common stock were cancelled by the certificate holder. As a result of this transaction, the shares were returned to treasury, and the total issued and outstanding shares of common stock was reduced to 26,176,334 shares.
On October 28, 2015, in accordance with his 2014 Employment Agreement, the Company issued 250,000 shares of restricted common stock, valued at $100,000, to its President for cash in the amount of $250. As a result, additional paid in capital was reduced by $24,750.
During the nine months ended October 31, 2015 and the year ended January 31, 2015, respectively, a total of $453,750 and $945,000 in deferred compensation has been expensed. There remains $0 and $453,750, respectively, in deferred compensation as of October 31, 2015 and January 31, 2015, to be expensed over the next month.
As of October 31, 2015 and January 31, 2015, respectively, 27,926,334 and 30,643,001 shares of the Companys common stock were issued and outstanding.
NOTE 7: WARRANTS AND OPTIONS
The following table represents the number of options currently granted under the 2012 Employee Stock Option Plan:
| | | | | | | | | | |
Options Outstanding
| | | | | | | |
| | | | Remaining
| | Exercise Price
| | Weighted
| |
| | Number of
| | Contractual Life
| | times Number
| | Average
| |
Exercise Price
| | Shares
| | (in years)
| | of Shares
| | Exercise Price
| |
| | | | | | | | | | |
$0.10
| | 5,000,000
| | 2.00
| | $
| 500,000
| | $0.10
| |
$0.25
| | 1,500,000
| | 2.00
| | | 375,000
| | $0.25
| |
| | 6,500,000
| | | | $
| 875,000
| | $0.20
| |
| | | | |
Options Activity
| | | Weighted
| |
| Number
| | Average
| |
| of Shares
| | Exercise Price
| |
Outstanding at January 31, 2015
| 6,500,000
|
| $0.20
| |
Issued
|
| |
| |
Exercised
|
| |
| |
Expired / Cancelled
|
| |
| |
Outstanding at October 31, 2015
| 6,500,000
|
| $0.20
| |
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9
As of October 31, 2015 and January 31, 2015, the Company has granted a total of 6,500,000 options to purchase common stock shares. In connection with the options granted, a total of $2,665,000 has been recorded as deferred compensation, of which $153,750 and $205,000 has been expensed during the nine months ended October 31, 2015 and the year ended January 31, 2015, respectively. There remains $0 and $153,250 of deferred compensation as of October 31, 2015 and January 31, 2015, respectively.
NOTE 8: RESTRICTED STOCK AWARDS
The following table represents the number of Restricted Stock Units awarded (the "Stock Awards"):
| | | | |
Restricted Stock Units Activity
| | | Weighted
| |
| Number
| | Average
| |
| of RSUs
| | Exercise Price
| |
Outstanding at January 31, 2015
| 750,000
|
| $0.001
| |
Awarded
|
| |
| |
Exercised / Vested
| (750,000
| )
| $0.001
| |
Expired / Cancelled
|
| |
| |
Outstanding at October 31, 2015
| 0
|
| $0.001
| |
As of October 31, 2015 and January 31, 2015, the Company has awarded a total of 1,400,000 Restricted Stock Units. In connection with the Stock Awards, a total of $1,040,000 has been recorded as deferred compensation, of which $300,000 and $740,000 has been expensed during the nine months ended October 31, 2015 and the year ended January 31, 2015, respectively. There remains $0 and $300,000 in deferred compensation as of October 31, 2015 and January 31, 2015, respectively..
NOTE 9: INCOME TAXES
The components of the net change in deferred tax asset at October 31, 2015 and January 31, 2015, the statutory tax rate, the effective tax rate and the amount of the valuation allowance are indicated below:
| | | | | | |
| October 31, 2015
| | January 31, 2015
| |
| |
|
| |
| |
income (loss) before taxes
| $
| (675,106
| )
| $
| (1,090,336
| )
|
Statutory rate
| | 34%
|
| | 34%
| |
| |
|
| |
| |
Computed expected tax payable (recovery)
| $
| (229,800
| )
| $
| (370,600
| )
|
Non-deductible expenses
| | 200
| | |
| |
Change in valuation allowance
| | 229,600
| | | 370,600
| |
Reported income taxes
| $
|
|
| $
|
| |
The significant components of the cumulative deferred income tax assets and liabilities at October 31, 2015 and January 31, 2015, are as follows:
| | | | | | |
| October 31, 2015
| | January 31, 2015
| |
Deferred tax assets:
| | | | | | |
Net operating loss carry forward
| $
| 3,220,200
|
| $
| 2,990,600
| |
Less valuation allowance
|
| (3,220,200
| )
|
| (2,990,600
| )
|
Net deferred tax asset
| $
|
|
| $
|
|
|
NOTE 10: SUBSEQUENT EVENTS
The Company has evaluated the events and transactions for recognition or disclosure subsequent to October 31, 2015, and has determined that there have been no events that would require disclosure, except the following:
On November 1, 2015, the Company entered into a new Employment Agreement with Mr. Borkowski (the 2015 Employment Agreement). The Employment Agreement is for a term of one (1) year, and includes compensation in the amount of $36,000 per year, compensation for certain travel expenses, and grants to purchase 2,000,000 shares of the Companys common stock at par, which vest quarterly beginning November 1, 2015, at 500,000 shares per vesting period through August 1, 2016 (the 2015 Stock Award). In connection with the 2015 Stock Award, $160,000 has been recorded as deferred compensation, to be amortized over the next 9 months.
On November 19, 2015, in accordance with his 2015 Employment Agreement, the Company issued 500,000 shares of restricted common stock, valued at $40,000, to its President for cash in the amount of $500. As a result, additional paid in capital was reduced by $49,500.
On December 9, 2015, in accordance with a certain Asset Purchase Agreement dated August 28, 2015, the Company issued 1,500,000 shares of restricted common stock, valued at $150,000.
* * * *
| |
ITEM 2.
| MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Forward Looking Statements
This quarterly report contains forward-looking statements. These statements relate to future events or the Companys future financial performance. In some cases, forward-looking statements can be identified by terminology such as may, should, expects, plans, anticipates, believes, estimates, predicts, potential or continue or negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause the Companys or its industrys actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
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10
Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
The Companys unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with the Companys financial statements and the related notes that appear elsewhere in this quarterly report.
The following discussion contains forward-looking statements that reflect the Companys plans, estimates and beliefs. The Companys actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this quarterly report. All adjustments necessary for a fair statement of the results for the interim periods have been made, and all adjustments are of a normal recurring nature.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to common shares refer to the common shares in the Companys capital stock.
As used in this quarterly report, the terms "we", "us", "our" and "ESSI" mean Eco Science Solutions, Inc. unless otherwise indicated.
Description of Business
The Company was incorporated in the state of Nevada on December 8, 2009, under the name Pristine Solutions, Inc. The Companys wholly owned subsidiary, Pristine Solutions Limited, was incorporated under the laws of Jamaica. On February 14, 2014, the Company changed its name to Eco Science Solutions, Inc. (OTCQB.ESSI).
Headquartered in Miami, Florida, Eco Science Solutions, Inc., a Nevada corporation, is charged with the research and exploration of eco-friendly technology and properties.
On November 4, 2013, through the Agreements for the License of Intellectual Property "(the "License Agreements"), the Company acquired an exclusive license to the EcoFlora Spark Plug (the EcoFlora Plug), a unique product with technology for which the US Patent and Trademark Office (USPTO) issued Patent #8,853,925 on October 7, 2014. In connection with the License Agreement, the Company issued ESS International 2,500,000 shares of the Companys Series A Convertible Preferred Stock (Preferred Stock), in exchange for the exclusive license of the Patent Applications, in perpetuity. On April 9, 2014, the Preferred Stock was converted on a 10 for 1 basis into 25,000,000 shares of the Companys restricted common stock, of which 19,866,668 shares were issued to the Companys chairman, Domenic Marciano, and 5,133,332 shares were issued to non-related parties. Effective August 28, 2015, the License Agreements were terminated.
On August 31, 2015, the Company executed an Asset Purchase Agreement with Kensington Marketing, Inc., a Nevada corporation, dated August 28, 2015 (the "Purchase Agreement"), to purchase a certain technology application known as Stay Hydrated. In exchange for the technology application, the Company issued 1,500,000 restricted shares of the Company's common stock, valued at $150,000.
The Company is currently in the testing stages, and intends to validate its technology application. The Company will continue to research and explore eco-friendly technology and properties that generate revenue through advertisements connected to the application, as well as downloads of the application.
At October 31, 2015, the Company has not yet commenced its principal operations.
Results of Operations
The following summary of the Companys results of operations should be read in conjunction with the Companys unaudited consolidated financial statements For the nine months ended October 31, 2015 and the year ended January 31, 2015, which are included herein.
.
| | | | | | | | | | | | |
| For the three months ended
| | For the nine months ended
| |
| October 31, 2015
| | October 31, 2014
| | October 31, 2015
| | October 31, 2014
| |
| | | | | | | | | | | | |
Revenue
| $
|
| | $
|
| | $
|
| | $
|
| |
| | | | | | | | | | | | |
Cost of revenues
| $
|
| | $
|
| | $
|
| | $
|
| |
| | | | | | | | | | | | |
Gross profit
| $
|
| | $
|
| | $
|
| | $
|
| |
| | | | | | | | | | | | |
General and administrative expenses
| $
| 20,323
| | $
| 16,135
| | $
| 52,854
| | $
| 56,741
| |
| | | | | | | | | | | | |
Operating (loss)
| $
| (20,323
| )
| $
| (16,135
| )
| $
| (52,854
| )
| $
| (56,741
| )
|
| | | | | | | | | | | | |
Interest expense
| $
| (7,203
| )
| $
| (4,792
| )
| $
| (18,974
| )
| $
| (13,529
| )
|
| | | | | | | | | | | | |
Amortization of stock options/compensation
| $
| (151,250
| )
| $
| (51,250
| )
| $
| (453,750
| )
| $
| (633,750
| )
|
| | | | | | | | | | | | |
Impairment loss
| $
| (150,000
| )
| $
|
| | $
| (150,000
| )
| $
|
| |
| | | | | | | | | | | | |
Net loss
| $
| (328,776
| )
| $
| (72,177
| )
| $
| (675,578
| )
| $
| (704,020
| )
|
Revenue
The Company has not yet launched its major business activity.
Cost of sales
The Company has not yet launched its major business activity.
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11
| | | | | | | | | | | | | | | | | | |
General and Administrative Expenses
| For the three months ended
| | For the nine months ended
| | Variances
| |
| October 31, 2015
| | October 31, 2014
| | October 31, 2015
| | October 31, 2014
| | 3-month
| | 9-month
|
|
Legal, accounting and audit fees
| $
| 4,000
| | $
| 3,500
| | $
| 13,502
| | $
| 20,292
| | $
| 500
| | $
| (6,790
| )
|
Management and consulting fees
| | 12,250
| | | 6,400
| | | 27,050
| | | 16.000
| | | 5,850
| | | 11,050
| |
Transfer agent and filing fees
| |
| | |
| | | 1,746
| | | 3,470
| | |
| | | (1,724
| )
|
Research and development
| |
| | |
| | |
| | | 4,000
| | |
| | | (4,000
| )
|
Office supplies and other general expenses
|
| 4,073
| | | 6,235
| | | 10,556
| | | 12,979
| | | (2,161
| )
| | (2,423
| )
|
Total general and administrative expenses
| $
| 20,323
| | $
| 16,135
| | $
| 52,854
| | $
| 56,741
| | $
| 4,189
| | $
| (3,886
| )
|
General and administrative expenses in the amount of $20,323 for the three months ended October 31, 2015, were comprised of $4,000 of legal and accounting fees, $12,250 of management and consulting fees, and $4,073 of office, overhead and other general and administrative expenses.
General and administrative expenses in the amount of $16,135 for the three months ended October 31, 2014, were comprised of $3,500 of legal and accounting fees, $6,400 of management and consulting fees, and $6,235 of office, overhead and other general and administrative expenses.
General and administrative expenses from continuing operations for the three months ended October 31, 2015, were $20,323 as compared to $16,135 for the three months ended October 31, 2014, which resulted in an increase in general and administrative expenses for the current period of $4,189.
Significant changes in general and administrative expenses from continuing operations for the three months ended October 31, 2015, compared to the three months ended October 31, 2014, were attributable to the following items:
·
an increase in legal, accounting and audit fees of $500 due to an increase in accounting fees of $500 for quarterly accounting and tax preparation fees not incurred in the prior year;
·
an increase in management fees of $5,850 due to an increase in executive compensation;
·
a decrease in office supplies and other general expenses of $2,161 incurred in the prior year not incurred in the same period for the current year.
General and administrative expenses in the amount of $52,854 for the nine months ended October 31, 2015, were comprised of $13,502 of legal and accounting fees, $27,050 of management and consulting fees, $1,746 of transfer agent and filing fees, and $10,556 of office, overhead and other general and administrative expenses.
General and administrative expenses from continuing operations in the amount of $56,741 for the nine months ended October 31, 2014, were comprised of $20,292 of legal and accounting fees, $16,000 of management and consulting fees, $3,470 of transfer agent and filing fees, $4,000 of research and development, and $12,979 of office, overhead and other general and administrative expenses.
General and administrative expenses from continuing operations for the nine months ended October 31, 2015, were $52,854 as compared to $56,741 for the nine months ended October 31, 2014, which resulted in an decrease in general and administrative expenses for the current period of $3,886.
Significant changes in general and administrative expenses from continuing operations For the nine months ended October 31, 2015, compared to the nine months ended October 31, 2014, were attributable to the following items:
·
a decrease in legal, accounting and audit fees of $6,790, due to a decrease in legal fees of $7,648 resulting from prior year corporate matters not incurred in the same period for the current year; and an increase in accounting fees of $858 for quarterly accounting and tax preparation fees not incurred in the prior year;
·
an increase in management fees of $11,050 due to an increase in executive compensation;
·
a decrease in transfer agent and filing fees of $1,724 due to corporate actions taken in the prior year resulting in additional expense incurred in the prior year not incurred in current year;
·
a decrease in research and development of $4,000 resulting from expenses incurred in the prior year not incurred in the same period for the current year;
·
a decrease in office supplies and other general expenses of $2,423 incurred in the prior year not incurred in the same period for the current year.
General and administrative expenses from continuing operations for the three and nine months ended October 31, 2015, were incurred primarily for the purpose of advancing the Company closer to its goal of the distribution of its product.
Net Loss
During the nine months ended October 31, 2015, the Company incurred a net loss of $675,578 compared with a net loss of $704,020 for the nine months ended October 31, 2014. The decrease in net loss of $28,442 is attributable to a decrease in general and administrative expenses of $3,887; an increase in interest expense of $5,445, resulting from an increase in notes payable; a decrease in amortization of deferred stock option compensation of $180,000., and an increase in impairment loss of $150,000.
Liquidity and Capital Resources
| | | | | | | | | |
Working Capital
| October 31, 2015
| | January 31, 2015
| | Increase (Decrease)
| |
| | | | | |
| | | |
Current assets
| $
| 11,162
| | $
| 13,322
| | $
| (2,160
| )
|
Current liabilities
| | 296,975
| |
| 287,421
| | | 9,554
| |
Working capital (deficit)
| $
| (285,813
| )
| $
| (274.099
| )
| $
| (11,714
| )
|
As at October 31, 2015, the Company had cash from continuing operations in the amount of $7,162, compared to $13,322 as of January 31, 2015.
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12
The Company had a working capital deficit of $285,813 as of October 31, 2015, compared to a working capital deficit of $274,099 as of January 31, 2015. The increase in working capital deficit of $11,714 is primarily attributable to a decrease in cash of $6,160; an increase in prepaid expenses of $4,000; an increase in accounts payable and accrued expenses of $17,804; a decrease in related party compensation payable of $58,250; and an increase in related party loans of $50,000.
| | | | | | | | | |
Cash Flows
| For the nine months ended
| | | |
| October 31, 2015
| | October 31, 2014
| | Increase (Decrease)
| |
Net cash used in operating activities
| $
| (56,660
| )
| $
| (74,847
| )
| $
| 18,187
| |
Net cash provided by investing activities
| |
| |
|
| | |
| |
Net cash provided by financing activities
|
| 50,500
|
|
| 78,191
|
| | (27,691
| )
|
Net decrease in cash
| $
| (6,160
| )
| $
| (3,344
| )
| $
| (9,504
| )
|
Cash flows from operating activities
During the nine months ended October 31, 2015, the Company used $56,660 of cash flow for operating activities, compared with $74,847 For the nine months ended October 31, 2014. The decrease in cash used in operating activities of $18,187 is primarily attributable to a decrease in the net loss from operations of $28,442, a decrease in deferred stock compensation amortization of $180,000, an increase discount amortization of $615, an increase in impairment loss of $150,000, an increase in accounts payable and accrued expenses of $24,948, and a decrease in related party payable of $5,818.
Cash flows from investing activities-continuing operations
During the nine months ended October 31, 2015 and 2014, the Company used no funds for investing activities.
Cash flows from financing activities-continuing operations
During the nine months ended October 31, 2015, the Company was provided with $50,500 of cash flow from financing activities compared with $78,191 during the nine months ended October 31, 2014. The decrease in cash flows provided from financing activities of $27,691 is attributable to a decrease in related party loans of $27,891, and an increase in subscriptions received of $200.
Future Financings
The Company will require additional financing in order to proceed with its plan of operations, including approximately $1,000,000 over the next 12 months to pay for its ongoing expenses. These cash requirements include working capital, general and administrative expenses, the development of the Companys product line, and the pursuit of acquisitions. These cash requirements are in excess of the Companys current cash and working capital resources. Accordingly, the Company will require additional financing in order to continue operations and to repay its liabilities. There is no assurance that any party will advance additional funds to the Company in order to enable the Company to sustain its plan of operations or to repay its liabilities. There can be no assurance that raising the desired amount of financing will enable the Company successfully to complete its plan of operations.
The Company anticipates continuing to rely on equity sales of its common stock in order to continue to fund its business operations. Issuances of additional shares will result in dilution to the Companys existing stockholders. There is no assurance that the Company will achieve any additional sales of its equity securities or arrange for debt or other financing to fund its planned business activities.
Contractual Obligations
As a smaller reporting company, the Company is not required to provide tabular disclosure obligations.
Going Concern
These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities as a going concern in the normal course of business. The Company has not generated significant revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As at October 31, 2015, the Company had a working capital deficit from continuing operations of $285,813, and an accumulated deficit of $9,658,455. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Companys ability to continue as a going concern.
Off-Balance Sheet Arrangements
The Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Companys financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Critical Accounting Policies
The discussion and analysis of the Companys financial condition and results of operations are based upon the Companys consolidated unaudited financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by managements application of accounting policies. The Company believes that understanding the basis and nature of the estimates and assumptions involved with the following aspects of the Companys financial statements is critical to an understanding of its consolidated financial statements.
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13
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States and requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is reasonably assured. As of October 31, 2015, no revenue has been recognized, as the Company has not commenced operations.
Stock-Based Compensation
The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
Recently Adopted Accounting Standards:
The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (FASB), the US Securities and Exchange Commission (SEC), and the Emerging Issues Task Force (EITF), to determine the impact of new pronouncements on US GAAP and the impact on the Company. The Company has recently adopted the following new accounting standards:
Adopted:
In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASBs deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The adoption of this update did not have a material impact on its consolidated financial statements.
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. The adoption of this update did not have a material impact on its consolidated financial statements.
In July 2013, the FASB issued ASU No 2013-11, Presentation of an Unrecognized Tax Benefit When Net Operating Loss Carryforward Exists. The objective of ASU 2013-11 is to reduce diversity in practice by providing guidance on the presentation of unrecognized tax benefits, and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, and interim reporting periods therein. Early adoption is permitted. The adoption of this update did not have a material impact on its consolidated financial statements.
In June 2014, the FASB issued ASU No, 2014-10, Elimination of Certain Financial Reporting Requirements for Development Stage Entities. The objective of ASU 2014-10 is to reduce the cost and complexity associated with the incremental reporting requirements for development stage entities. This Update removes all incremental financial reporting requirements, and eliminates an exception provided to development stage entities in Topic 810. The amendments in this standard are effective retrospectively for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted.
Not Yet Adopted:
In April 2014, the FASB issued ASU No. 2014-08 Presentation of Financial Statements (Top 205): Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity. The objective of ASU No. 2014-08 is to clarify the criteria for determining which disposals can be presented as discontinued operations and also modifies related disclosure requirements. The standard is required to be adopted by public business entities in annual periods beginning on or after December 15, 2014, and interim periods within those annual periods. Early adoption is permitted for new disposals beginning in the first quarter of 2014, provided financial statements have not been issued before the release of this standard. The Company is evaluating the effect, if any, adoption of ASU No. 2014-08 will have on its consolidated financial statements.
In August 2014, the FASB issued ASU No 2014-15 Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern. The objective of ASU 2014-15 is to provide guidance in GAAP about managements responsibility to evaluate whether there is substantial doubt about an entitys ability to continue as a going concern and to provide related footnote disclosures. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is evaluating the effect, if any, adoption of ASU No. 2014-15 will have on its consolidated financial statements.
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14
In November 2014, the FASB issued ASU No. 2014-17 Business Combinations (Topic 805): Pushdown Accounting. The objective of ASU 2014-17 is to provide guidance on whether and at what threshold an acquired entity that is a business or nonprofit activity can apply pushdown accounting in its separate financial statements. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. The Company is evaluating the effect, if any, adoption of ASU No. 2014-17 will have on its consolidated financial statements.
In January 2015, the FASB issued ASU 2015-01 Income StatementExtraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. This Update eliminates from GAAP the concept of extraordinary items. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The effective date is the same for both public business entities and all other entities. The Company is evaluating the effect, if any, adoption of ASU No. 2015-01 will have on its consolidated financial statements.
In April 2015, the FASB issued ASU 2015-03 Interest-Imputation of Interest (Subtopic 835-30: Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 is part of the Simplification Initiative, and its objective of to simplify the presentation of debt issuance costs. This Update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. The amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company is evaluating the effect, if any, adoption of ASU No. 2015-03 will have on its consolidated financial statements.
Recently Issued Accounting Standards Updates:
There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.
| |
ITEM 3.
| QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
As a smaller reporting company, the Company is not required to provide the information required by this Item.
| |
ITEM 4.
| CONTROLS AND PROCEDURES
|
Managements Report on Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Companys reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to the Companys management, including the Companys president, chief executive officer and chief financial officer to allow for timely decisions regarding required disclosure. In designing and evaluating the Companys disclosure controls and procedures, the Companys management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and the Companys management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of October 31, 2015, the end of the Companys quarterly period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Companys president, chief executive officer and chief financial officer of the effectiveness of the design and operation of the Companys disclosure controls and procedures. Based on the foregoing, the Companys president, chief executive officer and chief financial officer concluded that the Companys disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.
Changes in Internal Control over Financial Reporting
There have been no changes in the Companys internal controls over financial reporting that occurred during the nine months ended October 31, 2015, that have materially, or are reasonably likely to materially, affect the Companys internal controls over financial reporting.
PART II
| |
ITEM 1.
| LEGAL PROCEEDINGS
|
The Company knows of no material, existing or pending legal proceedings against it, nor is the Company involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which its director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to its interest.
The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this item.
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15
| |
ITEM 2.
| UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Recent Sales of Unregistered Securities
On September 3, 2015, 4,966,667 shares of the Companys issued and outstanding common stock were cancelled by the certificate holder. As a result of this transaction, the shares were returned to treasury, and the total issued and outstanding shares of common stock was reduced to 26,176,334 shares.
On October 28, 2015, in accordance with his 2014 Employment Agreement, the Company issued 250,000 shares of restricted common stock, valued at $100,000, to its President for cash in the amount of $250. As a result, additional paid in capital was reduced by $24,750.
On November 19, 2015, in accordance with his 2015 Employment Agreement, the Company issued 500,000 shares of restricted common stock, valued at $40,000, to its President for cash in the amount of $500. As a result, additional paid in capital was reduced by $49,500.
Exemption From Registration. The shares of common stock referenced herein were issued in reliance upon an exemption from registration afforded either under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering, or Regulation D promulgated thereunder, or Regulation S for offers and sales of securities outside the U.S.
| |
ITEM 3.
| DEFAULTS UPON SENIOR SECURITIES
|
None.
| |
ITEM 4.
| MINE SAFETY STANDARDS
|
Not applicable.
| |
ITEM 5.
| OTHER INFORMATION
|
None.
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16
| |
ITEM 6.
| EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
Exhibits required by Item 601 of Regulation S-B
| |
Exhibit
Number
| Exhibit Description
|
(2)
| Plan of Purchase, Sale, Reorganization, Arrangement, Liquidation or Succession
|
2.1
| Share Exchange Agreement between Pristine Solutions, Inc. and Eaton Scientific Systems, Ltd. dated August 23, 2012 (incorporated by reference to the Registrants Current Report on Form 8-K filed August 24, 2012)
|
2.2
| Agreement for the Purchase of Common Stock between the Majority Shareholders of Eaton Scientific Systems, Inc. and Domenic Marciano dated November 26, 2013 (incorporated by reference to the Registrants Current Report on Form 8-K filed December 2, 2013)
|
(3)
| (i) Articles of Incorporation; and (ii) Bylaws
|
3.1
| Articles of Incorporation of Pristine Solutions Inc. (incorporated by reference to the Registrants registration statement on Form S-1 filed on May 4, 2010)
|
3.2
| Certificate of Amendment filed with the Nevada Secretary of State on January 29, 2010. (incorporated by reference to the Registrants registration statement on Form S-1 filed on May 4, 2010)
|
3.3
| Bylaws of Pristine Solutions Inc. (incorporated by reference to the Registrants registration statement on Form S-1 filed on May 4, 2010)
|
3.4
| Amended Articles of Incorporation/Certificate of Amendment filed with the Nevada Secretary of State on March 7, 2012 (incorporated by reference to the Registrants Annual Report on Form 10-K for the year ended January 31, 2012 filed July 31, 2012)
|
3.5
| Articles of Exchange filed with the Nevada Secretary of State on October 31, 2012 (incorporated by reference to the Registrants Current Report on Form 8-K filed November 13, 2012)
|
3.6
| Certificate to accompany Restated Articles or Amended and Restated Articles (incorporated by reference to the Registrants Current Report on Form 8-K filed January 3, 2013)
|
(10)
| Material Contracts
|
10.1
| Consulting Agreement with Christine Buchanan-McKenzie (incorporated by reference to the Registrants registration statement on Form S-1filed on May 4, 2010)
|
10.2
| License Agreement with Zhongshan Guangsheng Industry Co., Ltd. (incorporated by reference to the Registrants registration statement on Form S-1filed on May 4, 2010)
|
10.3
| Consulting Agreement between Dr. David Stark and Eaton Scientific Systems, Ltd. dated August 28, 2012 (incorporated by reference to the Registrants Current Report on Form 8-K filed November 13, 2012)
|
10.4
| 2012 Employee Stock Option Plan of Pristine Solutions, Inc. dated September 1, 2012 (incorporated by reference to the Registrants Current Report on Form 8-K filed November 13, 2012)
|
10.5
| Consulting Agreement between Dr. Jennifer Berman and Eaton Scientific Systems, Ltd. dated September 12, 2012 (incorporated by reference to the Registrants Current Report on Form 8-K filed November 13, 2012)
|
10.6
| Retainer Agreement with Cislo & Thomas, LLP, Attorneys at Law dated September 14, 2012 (incorporated by reference to the Registrants Current Report on Form 8-K filed November 13, 2012)
|
10.7
| Employment Agreement between Michael Borkowski and Pristine Solutions, Inc. dated October 1, 2012 (incorporated by reference to the Registrants Current Report on Form 8-K filed November 13, 2012)
|
10.8
| Patent Assignment dated September 19, 2006 (incorporated by reference to the Registrants Current Report on Form 8-K filed November 13, 2012)
|
10.9
| Lock-up Leak-out Agreement with M. Katsuka Sandoval dated October 27, 2012 (incorporated by reference to the Registrants Current Report on Form 8-K filed November 13, 2012)
|
10.10
| Lock-up Leak-out Agreement with Edward W. Withrow III dated October 27, 2012 (incorporated by reference to the Registrants Current Report on Form 8-K filed November 13, 2012)
|
10.11
| Lock-up Leak-out Agreement with Edward W. Withrow IV dated October 27, 2012 (incorporated by reference to the Registrants Current Report on Form 8-K filed November 13, 2012)
|
10.12
| Consulting Agreement between Huntington Chase Financial Group, LLC and Eaton Scientific Systems, Inc. dated January 1, 2013 (incorporated by reference to the Registrants Annual Report on Form 10-K filed May 16, 2013)
|
10.13
| Clinical Trials/Study Agreement with American Institute of Research dated May 14, 2013 (incorporated by reference to the Registrants Annual Report on Form 10-K filed May 16, 2013)
|
10.14
| Agreement of the License of Intellectual Property between Eaton Scientific Systems, Inc. and Eco Science Solutions International, Inc. dated November 4, 2013 (incorporated by reference to the Registrants Current Report on Form 8-K filed December 6, 2013)
|
10.15
| Employment Agreement between Eaton Scientific Systems, Inc. and Michael J. Borkowksi dated November 15, 2013 (incorporated by reference to the Registrants Annual Report on Form 10-K filed May 14, 2014)
|
10.16
| Employment Agreement between Eco Science Solutions, Inc. and Michael J. Borkowksi dated November 15, 2014 (incorporated by reference to the Registrants Annual Report on Form 10-K filed May 1, 2015)
|
10.17
| Asset Purchase Agreement between Eco Sciences Solutions, Inc. and Kensington Marketing, Inc. dated August 28, 2015 (incorporated by reference to the Registrants Current Report on Form 8-K filed September 1, 2015)
|
(16)
| Letters on Change in Certifying Auditor
|
16.1
| Letter from GBH CPAs, PC dated November 2, 2013 (incorporated by reference to the Registrants Annual Report on Form 10-K filed December 12, 2013)
|
16.2
| Letter from Stan JH Lee, CPA dated December 5, 2013 (incorporated by reference to the Registrants Annual Report on Form 10-K filed December 12, 2013)
|
(23)
| Consents of Experts and Counsel
|
23.1
| Letter from GBH CPAs, PC dated July 21, 2010 (incorporated by reference to the Registrants registration statement on Form S-1 filed on May 4, 2010)
|
23.2
| Deleted and replaced by Exhibit 23.4
|
23.3
| Letter from Seale and Beers, CPAs dated May 15, 2013 (incorporated by reference to the Registrants Annual Report on Form 10-K filed May 16, 2013)
|
23.4
| Letter from Seale and Beers, CPAs dated December 11, 2013 (incorporated by reference to the Registrants Annual Report on Form 10-K/A filed January 15, 2014)
|
23.5
| Letter from Seale and Beers, CPAs dated May 13, 2014 (incorporated by reference to the Registrants Annual Report on Form 10-K filed May 14, 2014)
|
23.6
| Letter from Seale and Beers, CPAs dated April 30, 2015 (incorporated by reference to the Registrants Annual Report on Form 10-K filed May 1, 2015)
|
(31)
| Rule 13a-14(a)/15d-14(a) Certifications
|
31.1*
| Certification of our Chief Executive Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended
|
31.2*
| Certification of our Chief Financial Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended
|
(32)
| Section 1350 Certifications
|
32.1*
| Certification of our Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
|
32.2*
| Certification of our Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
|
(99)
| Other Documents
|
99.1
| Abstract of US Provisional Patent Application Ser No 60/719,756 / USPTO Patent Application USPTO No. 11/523,975 (incorporated by reference to the Registrants Current Report on Form 8-K filed November 13, 2012)
|
99.2
| Prior Art Search Letter pertaining to U.S. Provisional Application Ser. No. 60/719,756 (incorporated by reference to the Registrants Current Report on Form 8-K filed November 13, 2012)
|
99.3
| USPTO Statement of Assignment of Rights to Patent No. 11/523,975 filed September 25, 2012 (incorporated by reference to the Registrants Current Report on Form 8-K filed November 13, 2012)
|
99.4
| $500,000 Convertible Promissory Note (incorporated by reference to the Registrants Current Report on Form 8-K filed November 13, 2012)
|
99.5
| Modification to $500,000 Convertible Promissory Note (incorporated by reference to the Registrants Annual Report on Form 10-K filed May 16, 2013)
|
99.6
| Homatropine Protocol dated March 14, 2013 (incorporated by reference to the Registrants Annual Report on Form 10-K filed May 16, 2013)
|
(101)
| Interactive Data Files
|
101.INS**
| XBRL Instance Document
|
101.SCH**
| XBRL Taxonomy Extension Schema Document
|
101.CAL**
| XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF**
| XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB**
| XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE**
| XBRL Taxonomy Extension Presentation Linkbase Document
|
*
Filed herewith.
**
Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
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17
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
| ECO SCIENCE SOLUTIONS, INC.
|
|
|
|
|
Dated: December 15, 2015
| /s/ Michael J. Borkowski
|
| Michael J. Borkowski
|
| President, Chief Executive Officer,
Chief Financial Officer and Director
|
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18
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael J. Borkowski, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Eco Science Solutions, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
/s/ Michael J. Borkowski
Michael J. Borkowski
President and CEO
December 15, 2015
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael J. Borkowski, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Eco Science Solutions, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
/s/ Michael J. Borkowski
Michael J. Borkowski
Chief Financial Officer
December 15, 2015
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael J. Borkowski, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
the Quarterly Report on Form 10-Q of Eco Science Solutions, Inc. for the period ended October 31, 2015 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Eco Science Solutions, Inc.
/s/ Michael J. Borkowski
Michael J. Borkowski
President and CEO
December 15, 2015
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Eco Science Solutions, Inc. and will be retained by Eco Science Solutions, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael J. Borkowski, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
the Quarterly Report on Form 10-Q of Eco Science Solutions, Inc. for the period ended October 31, 2015 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Eco Science Solutions, Inc.
/s/ Michael J. Borkowski
Michael J. Borkowski
Chief Financial Officer
December 15, 2015
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Eco Science Solutions, Inc. and will be retained by Eco Science Solutions, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
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v3.3.1.900
Consolidated Balance Sheets - Unaudited - USD ($)
|
Oct. 31, 2015 |
Jan. 31, 2015 |
Current assets |
|
|
Cash and cash equivalents |
$ 7,162
|
$ 13,322
|
Prepaid expenses |
4,000
|
|
Total current assets |
11,162
|
$ 13,322
|
TOTAL ASSETS |
11,162
|
13,322
|
Current liabilities |
|
|
Accounts payable and accrued expenses |
60,930
|
43,126
|
Related party payable |
0
|
58,250
|
Notes payable-short-term-related party |
0
|
22,000
|
Notes payable-short-term-related party-convertible |
236,045
|
164,045
|
Total current liabilities |
296,975
|
287,421
|
Long-term liabilities: |
|
|
Notes payable-convertible |
236,350
|
$ 236,350
|
Notes payable-long-term-related party-convertible |
44,865
|
|
Total long-term liabilities |
281,215
|
$ 236,350
|
Total liabilities |
$ 578,190
|
$ 523,771
|
Stockholders' deficit |
|
|
Preferred stock, $.001 par, 50,000,000 shares authorized, none issued and outstanding |
|
|
Common stock, $0.10 par, 650,000,000 shares authorized, 27,926,334 and 30,643,001 issued and outstanding at October 31, 2015 and January 31, 2015, respectively |
$ 2,792,633
|
$ 3,064,300
|
Additional paid in capital-common |
6,299,044
|
$ 5,408,128
|
Subscriptions receivable |
(250)
|
|
Accumulated deficit |
(9,658,455)
|
$ (8,982,877)
|
Total stockholders' deficit |
(567,028)
|
(510,449)
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
$ 11,162
|
$ 13,322
|
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v3.3.1.900
Consolidated Balance Sheets - Parenthetical - Unaudited - $ / shares
|
Oct. 31, 2015 |
Jan. 31, 2015 |
Statement of Financial Position |
|
|
Preferred stock, par value |
$ 0.001
|
$ 0.001
|
Preferred stock, shares authorized |
50,000,000
|
50,000,000
|
Preferred stock, shares issued |
0
|
0
|
Preferred stock, shares outstanding |
0
|
0
|
Common Stock, par value |
$ 0.10
|
$ 0.10
|
Common Stock, shares authorized |
650,000,000
|
650,000,000
|
Common Stock, shares issued |
27,926,334
|
30,643,001
|
Common Stock, shares outstanding |
27,926,334
|
30,643,001
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.3.1.900
Consolidated Statements of Operations - Unaudited - USD ($)
|
3 Months Ended |
9 Months Ended |
Oct. 31, 2015 |
Oct. 31, 2014 |
Oct. 31, 2015 |
Oct. 31, 2014 |
Income from operations: |
|
|
|
|
Revenue |
|
|
|
|
Cost of sales |
|
|
|
|
Gross profit |
|
|
|
|
General and administrative expenses |
$ 20,323
|
$ 16,135
|
$ 52,854
|
$ 56,741
|
Net operating loss |
(20,323)
|
(16,135)
|
(52,854)
|
(56,741)
|
Other income (expenses) |
|
|
|
|
Interest expense |
(7,203)
|
(4,792)
|
(18,974)
|
(13,529)
|
Amortization of stock options/stock compensation |
(151,250)
|
(51,250)
|
(453,750)
|
(633,750)
|
Impairment loss |
(150,000)
|
|
(150,000)
|
|
Total other income (expenses) |
(308,453)
|
(56,042)
|
(622,724)
|
(647,279)
|
Net loss |
$ (328,776)
|
$ (72,177)
|
$ (675,578)
|
$ (704,020)
|
Net (loss) per common share - basic and diluted |
$ (0.01)
|
$ (0.00)
|
$ (0.02)
|
$ (0.03)
|
Weighted average common shares outstanding - basic and diluted |
29,009,486
|
29,382,131
|
30,233,538
|
22,286,590
|
X |
- DefinitionRepresents the expense recognized during the period arising from equity-based compensation arrangements (for example, shares of stock, unit, stock options or other equity instruments) with employees, directors and certain consultants qualifying for treatment as employees.
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v3.3.1.900
Consolidated Statements of Cash Flows - Unaudited - USD ($)
|
9 Months Ended |
Oct. 31, 2015 |
Oct. 31, 2014 |
Cash flows from operations: |
|
|
Net loss |
$ (675,578)
|
$ (704,020)
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
Amortization of stock options/stock compensation |
453,750
|
633,750
|
Discount amortization |
615
|
0
|
Impairment loss |
150,000
|
0
|
Changes in operating assets and liabilties: |
|
|
Increase (decrease) in accounts payable and accrued expenses |
17,803
|
(7,145)
|
Increase in related party payables |
(3,250)
|
2,568
|
Net cash used in operating activities |
(56,660)
|
(74,847)
|
Cash flows from financing activities: |
|
|
Proceeds from related party loans |
50,000
|
77,891
|
Subscriptions received |
500
|
300
|
Net cash provided by financing activities |
50,500
|
78,191
|
Net increase (decrease) in cash |
(6,160)
|
3,344
|
Cash - beginning of period |
13,322
|
5,684
|
Cash - end of period |
$ 13,322
|
5,684
|
NON-CASH ACTIVITIES |
|
|
Conversion of preferred stock to common stock |
|
5,265,000
|
Conversion of debt to common stock |
|
13,650
|
Conversion of related party payable to convertible note payable |
$ 59,000
|
0
|
Beneficial conversion feature of related party convertible note |
$ 14,750
|
$ 0
|
SUPPLEMENTAL INFORMATION |
|
|
Interest paid |
|
|
Income taxes paid |
|
|
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- DefinitionCash payments received for subscriptions receivable
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v3.3.1.900
Nature of Business and Continuance of Operations
|
9 Months Ended |
Oct. 31, 2015 |
Notes |
|
Nature of Business and Continuance of Operations |
NOTE 1: Nature of Business and Continuance of Operations The accompanying unaudited consolidated financial statements of Eco Science Solutions, Inc., (the Company or ESSI) have been prepared in accordance with generally accepted accounting principles. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and that effect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes for the year ended January 31, 2015. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements have been omitted. The Company was incorporated in the state of Nevada on December 8, 2009 under the name Pristine Solutions, Inc. Headquartered in Miami, Florida, Eco Science Solutions, Inc., a Nevada corporation, is charged with the research and exploration of eco-friendly technology and properties. On February 14, 2014, the Company changed its name to Eco Science Solutions, Inc. (OTCQB.ESSI). On November 4, 2013, through the Agreements for the License of Intellectual Property "(the "License Agreements"), the Company acquired an exclusive license to the EcoFlora Spark Plug (the EcoFlora Plug), a unique product with technology for which the US Patent and Trademark Office (USPTO) issued Patent #8,853,925 on October 7, 2014. Effective August 28, 2015, the License Agreements were terminated. On August 31, 2015, the Company executed an Asset Purchase Agreement dated August 28, 2015 (the "Purchase Agreement") with Kensington Marketing, Inc., a Nevada corporation, to acquire a certain technology application known as Stay Hydrated. In exchange for the technology application, the Company will issue 1,500,000 restricted shares of the Company's common stock, valued at $150,000. The Company will continue to research and explore eco friendly technology and properties that generate revenue through advertisements connected to the application, as well as downloads of the application. NOTE: The following notes and any further reference made to the Company, "we", "us", "our" and "ESSI" shall mean Eco Science Solutions, Inc., unless otherwise indicated. Going Concern These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As at October 31, 2015, the Company had a working capital deficit of $285,813, and an accumulated deficit of $9,658,455. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Companys ability to continue as a going concern. The financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
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v3.3.1.900
Summary of Significant Accounting Policies
|
9 Months Ended |
Oct. 31, 2015 |
Notes |
|
Summary of Significant Accounting Policies |
NOTE 2: Summary of Significant Accounting Policies This summary of significant accounting policies is presented to assist in understanding the Companys financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. Basis of Presentation These consolidated financial statements and related notes are prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. The Companys fiscal year end is January 31. Use of Estimates The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of purchase to be cash equivalents. As of October 31, 2015 and January 31, 2015, respectively, the Company had no cash equivalents. Fair Value Measurements Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 | Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | Level 2 | Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | Level 3 | Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | The Companys financial instruments consist principally of cash, accounts payable, and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. Revenue Recognition The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is reasonably assured. As of October 31, 2015, no revenue has been recognized, as the Company has not commenced operations. Stock-Based Compensation The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. Basic and Diluted Net Income (Loss) Per Share The Company computes net income (loss) per share in accordance with ASC 260, Earning per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. Comprehensive Loss ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at October 31 2015 and January 31, 2015, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. Recently Adopted Accounting Standards: The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (FASB), the US Securities and Exchange Commission (SEC), and the Emerging Issues Task Force (EITF), to determine the impact of new pronouncements on US GAAP and the impact on the Company. The Company has recently adopted the following new accounting standards: Adopted: In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASBs deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The adoption of this update did not have a material impact on its consolidated financial statements. In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. The adoption of this update did not have a material impact on its consolidated financial statements. In July 2013, the FASB issued ASU No 2013-11, Presentation of an Unrecognized Tax Benefit When Net Operating Loss Carryforward Exists. The objective of ASU 2013-11 is to reduce diversity in practice by providing guidance on the presentation of unrecognized tax benefits, and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, and interim reporting periods therein. Early adoption is permitted. The adoption of this update did not have a material impact on its consolidated financial statements. In June 2014, the FASB issued ASU No, 2014-10, Elimination of Certain Financial Reporting Requirements for Development Stage Entities. The objective of ASU 2014-10 is to reduce the cost and complexity associated with the incremental reporting requirements for development stage entities. This Update removes all incremental financial reporting requirements, and eliminates an exception provided to development stage entities in Topic 810. The amendments in this standard are effective retrospectively for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. Not Yet Adopted: In April 2014, the FASB issued ASU No. 2014-08 Presentation of Financial Statements (Top 205): Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity. The objective of ASU No. 2014-08 is to clarify the criteria for determining which disposals can be presented as discontinued operations and also modifies related disclosure requirements. The standard is required to be adopted by public business entities in annual periods beginning on or after December 15, 2014, and interim periods within those annual periods. Early adoption is permitted for new disposals beginning in the first quarter of 2014, provided financial statements have not been issued before the release of this standard. The Company is evaluating the effect, if any, adoption of ASU No. 2014-08 will have on its consolidated financial statements. In August 2014, the FASB issued ASU No 2014-15 Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern. The objective of ASU 2014-15 is to provide guidance in GAAP about managements responsibility to evaluate whether there is substantial doubt about an entitys ability to continue as a going concern and to provide related footnote disclosures. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is evaluating the effect, if any, adoption of ASU No. 2014-15 will have on its consolidated financial statements. In November 2014, the FASB issued ASU No. 2014-17 Business Combinations (Topic 805): Pushdown Accounting. The objective of ASU 2014-17 is to provide guidance on whether and at what threshold an acquired entity that is a business or nonprofit activity can apply pushdown accounting in its separate financial statements. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. The Company is evaluating the effect, if any, adoption of ASU No. 2014-17 will have on its consolidated financial statements. In January 2015, the FASB issued ASU 2015-01 Income StatementExtraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. This Update eliminates from GAAP the concept of extraordinary items. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The effective date is the same for both public business entities and all other entities. The Company is evaluating the effect, if any, adoption of ASU No. 2015-01 will have on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-03 Interest-Imputation of Interest (Subtopic 835-30: Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 is part of the Simplification Initiative, and its objective of to simplify the presentation of debt issuance costs. This Update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. The amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company is evaluating the effect, if any, adoption of ASU No. 2015-03 will have on its consolidated financial statements. Recently Issued Accounting Standards Updates: There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.
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Prepaid Expenses
|
9 Months Ended |
Oct. 31, 2015 |
Notes |
|
Prepaid Expenses |
NOTE 3: PREPAID EXPENSES Prepaid expenses consists of certain compensation expense paid in advance of its due date. As of October 31, 2015 and January 31, 2015, $4,000 and $0 has been prepaid, to be expensed in the next month, and is included in related party transactions (Note 5).
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- DefinitionTabular disclosure of the amounts paid in advance for capitalized costs that will be expensed with the passage of time or the occurrence of a triggering event, and will be charged against earnings within one year or the normal operating cycle, if longer; the aggregate carrying amount of current assets, not separately presented elsewhere in the balance sheet; and other deferred costs.
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v3.3.1.900
Notes and Loans Payable
|
9 Months Ended |
Oct. 31, 2015 |
Notes |
|
Notes and Loans Payable |
NOTE 4: NOTES PAYABLE Notes payable consists of an unsecured convertible promissory note in the modified principal sum of $236,350. The note bears interest at a rate of 6% per annum, is due January 31, 2017, and is convertible into the Companys common stock at a rate of $0.003 per share. As of October 31, 2015 and January 31, 2015, the Company has accrued $41,106 and $30,499, respectively, in interest on notes payable.
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- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
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v3.3.1.900
Related Party Transactions
|
9 Months Ended |
Oct. 31, 2015 |
Notes |
|
Related Party Transactions |
NOTE 5: Related Party Transactions As of October 31, 2015 and January 31, 2015, related parties are due a total of $276,910 and $244,295, respectively, which is comprised of $236,045 and $186,045, respectively, in cash loans to the Company, $59,000 and $0 in accrued compensation converted to convertible notes payable , $14,135 and $0 of unamortized discount on convertible notes payable, and $(4,000) and $58,250, respectively, in accrued (prepaid) compensation. Related party transactions consist of the following: | October 31, 2015 | | January 31, 2015 | | | | | | | | | Related party payable (prepaid)-compensation | $ | (4,000 | ) | $ | 58,250 | | | | | | | | | Notes payable for loans to the Company | | | | | 22,000 | | | | | | | | | Convertible notes payable for loans to the Company | | 236,045 | | | 164,045 | | Convertible notes payable for unpaid compensation | | 59,000 | | | | | Less: unamortized discount | | (14,135 | ) | | | | Total convertible notes payable, net of unamortized discount | | 280,910 | | | 164,045 | | Total related party loans | | 280,910 | | | 186,045 | | Total related party transactions | $ | 276,910 | | $ | 244,295 | | Related party convertible notes payable consists of the following unsecured promissory notes: Description | Principal | | Interest Rate | Conversion Rate | Maturity Date | | | | | | | | Note Payable | $ | 236,045 | | 5% | FMV | 01/31/2016 | | | | | | | | Note Payable | $ | 59,000 | | 6% | 80% of FMV | 10/01/2017 | Less: unamortized discount | | (14,135 | ) | | | | Note Payable, net of unamortized discount | $ | 44,865 | | | | | On October 1, 2015, the Company issued its President a convertible promissory note in the principal amount of $59,000 for unpaid compensation. The note bears interest at a rate of 6% per annum, matures on October 1, 2017, and contains a repayment provision to convert the debt into the Company's common stock at a rate of 80% of the fair market value of the common stock on the date of conversion. The conversion discount of 20% of FMV results in a beneficial conversion feature. As a result, the difference between the conversion rate and the market rate of $14,750 has been classified as a discount on the note. As of October 31, 2015, the Company expensed $615 in discount amortization. As of October 31, 2015, $14,135 of unamortized discount remains, and will be amortized over the next 23 months. All outstanding related party notes payable bear interest at a rate of between 5% to 6% per annum, mature between January 31, 2017 to October 1, 2017, and are convertible into the Companys common stock at a per share rate equal to the fair market value on the date of conversion or 80% thereof. Interest in the amount of $12,059 and $2,941 has been accrued as of October 31, 2015 and January 31, 2015, respectively, and is included as an accrued expense on the accompanying balance sheets. As of October 31, 2015 and January 31, 2015, the Company has accrued $12,059 and $4,306, respectively, in interest on related party loans.
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- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.3.1.900
Common Stock
|
9 Months Ended |
Oct. 31, 2015 |
Notes |
|
Common Stock |
NOTE 6: COMMON STOCK The total number of authorized shares of common stock that may be issued by the Company is 650,000,000 shares with a par value of $0.10. On September 3, 2015, -4,966,667 shares of the Companys issued and outstanding common stock were cancelled by the certificate holder. As a result of this transaction, the shares were returned to treasury, and the total issued and outstanding shares of common stock was reduced to 26,176,334 shares. On October 28, 2015, in accordance with his 2014 Employment Agreement, the Company issued 250,000 shares of restricted common stock, valued at $100,000, to its President for cash in the amount of $250. As a result, additional paid in capital was reduced by $24,750. During the nine months ended October 31, 2015 and the year ended January 31, 2015, respectively, a total of $453,750 and $945,000 in deferred compensation has been expensed. There remains $0 and $453,750, respectively, in deferred compensation as of October 31, 2015 and January 31, 2015, to be expensed over the next month. As of October 31, 2015 and January 31, 2015, respectively, 27,926,334 and 30,643,001 shares of the Companys common stock were issued and outstanding.
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- DefinitionDisclosure of the Company's common stock transactions
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v3.3.1.900
Warrants and Options
|
9 Months Ended |
Oct. 31, 2015 |
Notes |
|
Warrants and Options |
NOTE 7: WARRANTS AND OPTIONS The following table represents the number of options currently granted under the 2012 Employee Stock Option Plan: Options Outstanding | | | | | | | | | | | | Remaining | | Exercise Price | | Weighted | | | | Number of | | Contractual Life | | times Number | | Average | | Exercise Price | | Shares | | (in years) | | of Shares | | Exercise Price | | | | | | | | | | | | | $0.10 | | 5,000,000 | | 2.00 | | $ | 500,000 | | $0.10 | | $0.25 | | 1,500,000 | | 2.00 | | | 375,000 | | $0.25 | | | | 6,500,000 | | | | $ | 875,000 | | $0.20 | | Options Activity | | | Weighted | | | Number | | Average | | | of Shares | | Exercise Price | | Outstanding at January 31, 2015 | 6,500,000 | | $0.20 | | Issued | | | | | Exercised | | | | | Expired / Cancelled | | | | | Outstanding at October 31, 2015 | 6,500,000 | | $0.20 | | As of October 31, 2015 and January 31, 2015, the Company has granted a total of 6,500,000 options to purchase common stock shares. In connection with the options granted, a total of $2,665,000 has been recorded as deferred compensation, of which $153,750 and $205,000 has been expensed during the nine months ended October 31, 2015 and the year ended January 31, 2015, respectively. There remains $0 and $153,250 of deferred compensation as of October 31, 2015 and January 31, 2015, respectively.
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- DefinitionThe entire disclosure for accounts comprising shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income, and compensation-related costs for equity-based compensation. Includes, but is not limited to, disclosure of policies, compensation plan details, equity-based arrangements to obtain goods and services, deferred compensation arrangements, and employee stock purchase plan details.
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v3.3.1.900
Restricted Stock Awards
|
9 Months Ended |
Oct. 31, 2015 |
Notes |
|
Restricted Stock Awards |
NOTE 8: RESTRICTED STOCK AWARDS The following table represents the number of Restricted Stock Units awarded (the "Stock Awards"): Restricted Stock Units Activity | | | Weighted | | | Number | | Average | | | of RSUs | | Exercise Price | | Outstanding at January 31, 2015 | 750,000 | | $0.001 | | Awarded | | | | | Exercised / Vested | (750,000 | ) | $0.001 | | Expired / Cancelled | | | | | Outstanding at October 31, 2015 | 0 | | $0.001 | | As of October 31, 2015 and January 31, 2015, the Company has awarded a total of 1,400,000 Restricted Stock Units. In connection with the Stock Awards, a total of $1,040,000 has been recorded as deferred compensation, of which $300,000 and $740,000 has been expensed during the nine months ended October 31, 2015 and the year ended January 31, 2015, respectively. There remains $0 and $300,000 in deferred compensation as of October 31, 2015 and January 31, 2015, respectively.
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- DefinitionTabular disclosure of components of a stock option or other award plan under which equity-based compensation is awarded to employees, typically comprised of the amount of unearned compensation (deferred compensation cost), compensation expense, and changes in the quantity and fair value of the shares (or other type of equity) granted, exercised, forfeited, and issued and outstanding pertaining to that plan. Disclosure may also include nature and general terms of such arrangements that existed during the period and potential effects of those arrangements on shareholders, effect of compensation cost arising from equity-based payment arrangements on the income statement, method of estimating the fair value of the goods or services received, or the fair value of the equity instruments granted, during the period, cash flow effects resulting from equity-based payment arrangements and, for registrants that accelerate vesting of out of the money share options, reasons for the decision to accelerate.
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v3.3.1.900
Subsequent Events
|
9 Months Ended |
Oct. 31, 2015 |
Notes |
|
Subsequent Events |
NOTE 10: SUBSEQUENT EVENTS The Company has evaluated the events and transactions for recognition or disclosure subsequent to October 31, 2015, and has determined that there have been no events that would require disclosure, except the following: On November 1, 2015, the Company entered into a new Employment Agreement with Mr. Borkowksi (the 2015 Employment Agreement). The Employment Agreement is for a term of one (1) year, and includes compensation in the amount of $36,000 per year, compensation for certain travel expenses, and grants to purchase 2,000,000 shares of the Companys common stock at par, which vest quarterly beginning November 1, 2015, at 500,000 shares per vesting period through August 1, 2016 (the 2015 Stock Award). In connection with the 2015 Stock Award, $160,000 has been recorded as deferred compensation, to be amortized over the next 9 months. On November 19, 2015, in accordance with his 2015 Employment Agreement, the Company issued 500,000 shares of restricted common stock, valued at $40,000, to its President for cash in the amount of $500. As a result, additional paid in capital was reduced by -$49,500. On December 9, 2015, in accordance with a certain Asset Purchase Agreement dated August 28, 2015, the Company issued 1,500,000 shares of restricted common stock, valued at $150,000.
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- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
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v3.3.1.900
Nature of Business and Continuance of Operations (Policies)
|
9 Months Ended |
Oct. 31, 2015 |
Policies |
|
Substantial Doubt about Going Concern |
Going Concern These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As at October 31, 2015, the Company had a working capital deficit of $285,813, and an accumulated deficit of $9,658,455. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Companys ability to continue as a going concern. The financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
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- DefinitionThe entire disclosure when substantial doubt is raised about the ability to continue as a going concern. Includes, but is not limited to, principal conditions or events that raised substantial doubt about the ability to continue as a going concern, management's evaluation of the significance of those conditions or events in relation to the ability to meet its obligations, and management's plans that alleviated or are intended to mitigate the conditions or events that raise substantial doubt about the ability to continue as a going concern.
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v3.3.1.900
Summary of Significant Accounting Policies (Policies)
|
9 Months Ended |
Oct. 31, 2015 |
Policies |
|
Basis of Presentation |
Basis of Presentation These consolidated financial statements and related notes are prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. The Companys fiscal year end is January 31.
|
Use of Estimates, Policy |
Use of Estimates The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
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Cash and Cash Equivalents, Policy |
Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of purchase to be cash equivalents. As of October 31, 2015 and January 31, 2015, respectively, the Company had no cash equivalents.
|
Financial Instruments |
Fair Value Measurements Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 | Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | Level 2 | Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | Level 3 | Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | The Companys financial instruments consist principally of cash, accounts payable, and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
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Revenue Recognition |
Revenue Recognition The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is reasonably assured. As of October 31, 2015, no revenue has been recognized, as the Company has not commenced operations.
|
Stock-based Compensation |
Stock-Based Compensation The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
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Basic and Diluted Net Income (loss) Per Share |
Basic and Diluted Net Income (Loss) Per Share The Company computes net income (loss) per share in accordance with ASC 260, Earning per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.
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Comprehensive Loss |
Comprehensive Loss ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at October 31 2015 and January 31, 2015, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
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Recent Accounting Pronouncements |
Recently Adopted Accounting Standards: The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (FASB), the US Securities and Exchange Commission (SEC), and the Emerging Issues Task Force (EITF), to determine the impact of new pronouncements on US GAAP and the impact on the Company. The Company has recently adopted the following new accounting standards: Adopted: In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASBs deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The adoption of this update did not have a material impact on its consolidated financial statements. In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. The adoption of this update did not have a material impact on its consolidated financial statements. In July 2013, the FASB issued ASU No 2013-11, Presentation of an Unrecognized Tax Benefit When Net Operating Loss Carryforward Exists. The objective of ASU 2013-11 is to reduce diversity in practice by providing guidance on the presentation of unrecognized tax benefits, and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, and interim reporting periods therein. Early adoption is permitted. The adoption of this update did not have a material impact on its consolidated financial statements. In June 2014, the FASB issued ASU No, 2014-10, Elimination of Certain Financial Reporting Requirements for Development Stage Entities. The objective of ASU 2014-10 is to reduce the cost and complexity associated with the incremental reporting requirements for development stage entities. This Update removes all incremental financial reporting requirements, and eliminates an exception provided to development stage entities in Topic 810. The amendments in this standard are effective retrospectively for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. Not Yet Adopted: In April 2014, the FASB issued ASU No. 2014-08 Presentation of Financial Statements (Top 205): Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity. The objective of ASU No. 2014-08 is to clarify the criteria for determining which disposals can be presented as discontinued operations and also modifies related disclosure requirements. The standard is required to be adopted by public business entities in annual periods beginning on or after December 15, 2014, and interim periods within those annual periods. Early adoption is permitted for new disposals beginning in the first quarter of 2014, provided financial statements have not been issued before the release of this standard. The Company is evaluating the effect, if any, adoption of ASU No. 2014-08 will have on its consolidated financial statements. In August 2014, the FASB issued ASU No 2014-15 Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern. The objective of ASU 2014-15 is to provide guidance in GAAP about managements responsibility to evaluate whether there is substantial doubt about an entitys ability to continue as a going concern and to provide related footnote disclosures. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is evaluating the effect, if any, adoption of ASU No. 2014-15 will have on its consolidated financial statements. In November 2014, the FASB issued ASU No. 2014-17 Business Combinations (Topic 805): Pushdown Accounting. The objective of ASU 2014-17 is to provide guidance on whether and at what threshold an acquired entity that is a business or nonprofit activity can apply pushdown accounting in its separate financial statements. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. The Company is evaluating the effect, if any, adoption of ASU No. 2014-17 will have on its consolidated financial statements. In January 2015, the FASB issued ASU 2015-01 Income StatementExtraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. This Update eliminates from GAAP the concept of extraordinary items. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The effective date is the same for both public business entities and all other entities. The Company is evaluating the effect, if any, adoption of ASU No. 2015-01 will have on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-03 Interest-Imputation of Interest (Subtopic 835-30: Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 is part of the Simplification Initiative, and its objective of to simplify the presentation of debt issuance costs. This Update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. The amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company is evaluating the effect, if any, adoption of ASU No. 2015-03 will have on its consolidated financial statements. Recently Issued Accounting Standards Updates: There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.
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Related Party Transactions: Schedule of Related Party Transactions (Tables)
|
9 Months Ended |
Oct. 31, 2015 |
Tables/Schedules |
|
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Related party transactions consist of the following: | October 31, 2015 | | January 31, 2015 | | | | | | | | | Related party payable (prepaid)-compensation | $ | (4,000 | ) | $ | 58,250 | | | | | | | | | Notes payable for loans to the Company | | | | | 22,000 | | | | | | | | | Convertible notes payable for loans to the Company | | 236,045 | | | 164,045 | | Convertible notes payable for unpaid compensation | | 59,000 | | | | | Less: unamortized discount | | (14,135 | ) | | | | Total convertible notes payable, net of unamortized discount | | 280,910 | | | 164,045 | | Total related party loans | | 280,910 | | | 186,045 | | Total related party transactions | $ | 276,910 | | $ | 244,295 | |
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Oct. 31, 2015 |
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|
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Options Outstanding | | | | | | | | | | | | Remaining | | Exercise Price | | Weighted | | | | Number of | | Contractual Life | | times Number | | Average | | Exercise Price | | Shares | | (in years) | | of Shares | | Exercise Price | | | | | | | | | | | | | $0.10 | | 5,000,000 | | 2.00 | | $ | 500,000 | | $0.10 | | $0.25 | | 1,500,000 | | 2.00 | | | 375,000 | | $0.25 | | | | 6,500,000 | | | | $ | 875,000 | | $0.20 | |
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Oct. 31, 2015 |
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Options Activity | | | Weighted | | | Number | | Average | | | of Shares | | Exercise Price | | Outstanding at January 31, 2015 | 6,500,000 | | $0.20 | | Issued | | | | | Exercised | | | | | Expired / Cancelled | | | | | Outstanding at October 31, 2015 | 6,500,000 | | $0.20 | |
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Restricted Stock Awards: Schedule of RSU Activity (Tables)
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Oct. 31, 2015 |
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|
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Restricted Stock Units Activity | | | Weighted | | | Number | | Average | | | of RSUs | | Exercise Price | | Outstanding at January 31, 2015 | 750,000 | | $0.001 | | Awarded | | | | | Exercised / Vested | (750,000 | ) | $0.001 | | Expired / Cancelled | | | | | Outstanding at October 31, 2015 | 0 | | $0.001 | |
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Schedule of Effective Income Tax Rate Reconciliation (Tables)
|
9 Months Ended |
Oct. 31, 2015 |
Tables/Schedules |
|
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| October 31, 2015 | | January 31, 2015 | | | | | | | | | income (loss) before taxes | $ | (675,106 | ) | $ | (1,090,336 | ) | Statutory rate | | 34% | | | 34% | | | | | | | | | Computed expected tax payable (recovery) | $ | (229,800 | ) | $ | (370,600 | ) | Non-deductible expenses | | 200 | | | | | Change in valuation allowance | | 229,600 | | | 370,600 | | Reported income taxes | $ | | | $ | | |
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9 Months Ended |
Oct. 31, 2015 |
Tables/Schedules |
|
Schedule of Deferred Tax Assets and Liabilities |
| October 31, 2015 | | January 31, 2015 | | Deferred tax assets: | | | | | | | Net operating loss carry forward | $ | 3,220,200 | | $ | 2,990,600 | | Less valuation allowance | | (3,220,200 | ) | | (2,990,600 | ) | Net deferred tax asset | $ | | | $ | | |
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v3.3.1.900
Related Party Transactions: Schedule of Related Party Transactions (Details) - USD ($)
|
Oct. 31, 2015 |
Jan. 31, 2015 |
Details |
|
|
Accrued Compensation |
$ (4,000)
|
$ 58,250
|
Notes Payable, Loans to Company |
|
22,000
|
Notes Payable, Convertible, Loans to the Company |
236,045
|
164,045
|
Notes Payable, Convertible, Unpaid Compensation |
59,000
|
|
Less: Unamortized Discount |
(14,135)
|
|
Total Convertible Notes Payable, Net of Unamortized Discount |
280,910
|
164,045
|
Notes Payable, Related Parties |
280,910
|
186,045
|
Total Related Party Transactions |
$ 276,910
|
$ 244,295
|
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v3.3.1.900
Related Party Transactions (Details) - USD ($)
|
9 Months Ended |
12 Months Ended |
Oct. 31, 2015 |
Jan. 31, 2015 |
Eco Science Solutions Intl Inc. Convertible Promissory Note |
|
|
Convertible Notes Payable, Principal |
$ 236,045
|
|
Convertible Notes Payable, Interest Rate |
5.00%
|
|
Convertible Notes Payable, Conversion Price |
FMV
|
|
Convertible Notes Payable, Maturity |
Jan. 31, 2016
|
|
Convertible Notes Payable, Accrued Interest |
$ 12,059
|
$ 2,941
|
Michael Borkowski |
|
|
Convertible Notes Payable, Principal |
$ 59,000
|
|
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6.00%
|
|
Convertible Notes Payable, Conversion Price |
80% of FMV
|
|
Convertible Notes Payable, Maturity |
Oct. 01, 2017
|
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|
9 Months Ended |
Oct. 31, 2015
USD ($)
|
Convertible Note Payable, Date of Note |
Oct. 01, 2015
|
Convertible Note Payable, Principal |
$ 59,000
|
Convertible Note Payable, Interest Rate |
6.00%
|
Convertible Note Payable, Maturity |
Oct. 01, 2017
|
Convertible Note Payable, Conversion Rate, Percent of FMV |
80.00%
|
Convertible Note Payable, Discount |
$ 14,750
|
Convertible Note Payable, Discount, Current Period Expense |
615
|
Convertible Note Payable, Discount, Future Expense |
$ 14,135
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- DefinitionFace amount or stated value per share of common stock.
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Common Stock (Details) - USD ($)
|
Oct. 31, 2015 |
Oct. 28, 2015 |
Sep. 03, 2015 |
Jan. 31, 2015 |
Jan. 31, 2014 |
Common Stock, shares outstanding |
27,926,334
|
|
|
30,643,001
|
30,643,001
|
Common Stock, Shares |
|
|
|
|
|
Cancellation of Common Stock |
|
|
$ (4,966,667)
|
|
|
Issuance of Restricted Stock Award |
|
$ 250,000
|
|
|
|
Common Stock, Value |
|
|
|
|
|
Issuance of Restricted Stock Award |
|
100,000
|
|
|
|
Common Stock, Cash Received |
|
|
|
|
|
Issuance of Restricted Stock Award |
|
250
|
|
|
|
Additional Paid in Capital, Common |
|
|
|
|
|
Issuance of Restricted Stock Award |
|
$ 24,750
|
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|
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v3.3.1.900
Warrants and Options: Schedule of Options Outstanding (Details)
|
9 Months Ended |
Oct. 31, 2015
USD ($)
$ / shares
shares
|
ESOP Options Outstanding, Shares | shares |
6,500,000
|
ESOP Options Outstanding, Exercise Price x Shares | $ |
$ 875,000
|
ESOP Options Outstanding, Weighted Avg Exercise Price | $ / shares |
$ 0.20
|
$0.10 |
|
ESOP Options Outstanding, Shares | shares |
5,000,000
|
ESOP Options Outstanding, Remaining Life (in years) |
2 years
|
ESOP Options Outstanding, Exercise Price x Shares | $ |
$ 500,000
|
ESOP Options Outstanding, Weighted Avg Exercise Price | $ / shares |
$ 0.10
|
$0.25 |
|
ESOP Options Outstanding, Shares | shares |
1,500,000
|
ESOP Options Outstanding, Remaining Life (in years) |
2 years
|
ESOP Options Outstanding, Exercise Price x Shares | $ |
$ 375,000
|
ESOP Options Outstanding, Weighted Avg Exercise Price | $ / shares |
$ 0.25
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|
Oct. 31, 2015
$ / shares
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|
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6,500,000
|
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|
9 Months Ended |
12 Months Ended |
Oct. 31, 2015 |
Jan. 31, 2015 |
ESOP Options Granted, Shares |
6,500,000
|
|
ESOP Options Granted, Value, Total |
$ 2,665,000
|
|
ESOP Options Granted, Deferred Compensation, Current Period Expense |
153,750
|
$ 205,000
|
ESOP Options Granted, Deferred Compensation, Remaining to be Expensed |
$ 0
|
$ 153,250
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|
9 Months Ended |
Oct. 31, 2015
$ / shares
shares
|
Restricted Stock Units, Beginning | shares |
750,000
|
Restricted Stock Units, Weighted Average Exercise Price, Beginning | $ / shares |
$ 0.001
|
Restricted Stock Units, Vested in Period | shares |
(750,000)
|
Restricted Stock Units, Vested in Period, Weighted Average Exercise Price | $ / shares |
$ 0.001
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|
9 Months Ended |
12 Months Ended |
Oct. 31, 2015 |
Jan. 31, 2015 |
Details |
|
|
Restricted Stock Award, Total Units Awarded (Common Stock) |
|
1,400,000
|
Restricted Stock Award, Deferred Compensation |
|
$ 1,040,000
|
Restricted Stock Award, Deferred Compensation, Current Period Expense |
$ 300,000
|
740,000
|
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$ 300,000
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|
Oct. 31, 2015 |
Jan. 31, 2015 |
Details |
|
|
Deferred Tax Assets, Operating Loss Carryforwards, Domestic |
$ 3,220,200
|
$ 2,990,600
|
Deferred Tax Assets, Valuation Allowance |
$ (3,220,200)
|
$ (2,990,600)
|
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- DefinitionAmount before allocation of valuation allowances of deferred tax asset attributable to deductible domestic operating loss carryforwards. Excludes state and local operating loss carryforwards.
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Subsequent Events (Details)
|
Dec. 09, 2015
USD ($)
shares
|
Nov. 19, 2015
USD ($)
shares
|
Nov. 01, 2015
USD ($)
shares
|
Employment Agreement |
|
|
|
Subsequent Event, Term of Agreement |
|
|
1
|
Subsequent Event, Compensation |
|
|
$ 36,000
|
Subsequent Event, Stock Award, Shares | shares |
|
|
2,000,000
|
Subsequent Event, Stock Award, Shares per Vesting | shares |
|
|
500,000
|
Subsequent Event, Stock Award, Value |
|
|
$ 160,000
|
Subsequent Event, Stock Award, Vesting Period, Months |
|
|
9
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Stock Issuance |
|
|
|
Subsequent Event, Shares Issued | shares |
|
500,000
|
|
Subsequent Event, Shares Issued, Value |
|
$ 40,000
|
|
Subsequent Event, Shares Issued, Cash Paid |
|
500
|
|
Subsequent Event, Shares Issued, Effect on Capital |
|
$ (49,500)
|
|
Asset Purchase Agreement |
|
|
|
Subsequent Event, Shares Issued | shares |
1,500,000
|
|
|
Subsequent Event, Shares Issued, Value |
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|
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