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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Eco Science Solutions Inc (CE) | USOTC:ESSI | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0005 | 0.00 | 01:00:00 |
Nevada
|
46-4199032
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
1135 Makawao Avenue, Suite 103-188
Makawao, Hawaii 96768
|
96768
|
(Address of principal executive offices)
|
(Zip Code)
|
|
|
(800) 379-0226
|
|
Registrant's telephone number |
Yes
|
[ ]
|
No
|
[X]
|
Yes
|
[ ]
|
No
|
[X]
|
Yes
|
[X]
|
No
|
[ ]
|
Yes
|
[X]
|
No
|
[ ]
|
[ ]
|
Large accelerated filer
|
[ ]
|
Accelerated filer
|
[ ]
|
Non-accelerated filer
|
[ ]
|
Smaller reporting company
|
[X]
|
(Do not check if a smaller reporting company)
|
Yes
|
[ ]
|
No
|
[ X]
|
•
|
To record a liability of $73,510 with respect to advertising services rendered by a third party in the period ended January 31, 2016. Under the terms of the agreement, with respect to these services, the amount in full shall be settled by the issuance of Common Stock (issued at a 30% discount to the market close on the date the payment is due, or a share price of $0.01 whichever is greater).
|
•
|
To record a liability of $1,500 with respect to an agreement entered into by the Company’s former management for consulting services to be rendered over the period January to April 2016.
|
||
•
|
To disclose certain post period transactions in Note 11 – Subsequent Events, in the audited financial statements contained herein.
|
3.8
|
Designation of Series A Voting Preferred shares filed with the Nevada Secretary of State on January 12, 2016
|
10.1
|
Employment Agreement between the Company and Mike Borkowski dated November 1, 2015
|
10.2
|
December 21, 2015 employment agreement between the Company and Jeffery Taylor
|
10.3
|
December 21, 2015 employment agreement between the Company and Don Lee Taylor
|
10.4
|
Technology licensing and marketing support agreement between Separation Degrees – One, Inc. (“SDOI”) and the Company dated January 1, 2016
|
10.5
|
Asset purchase agreement between the Company and Separation Degrees – One, Inc. (“SDOI”) dated January 4, 2016
|
10.6
|
Amendment No. 1 to the Technology licensing and marketing support agreement between Separation Degrees – One, Inc. (“SDOI”)
|
Page
|
||
PART I
|
||
Item 1
|
Business
|
6 |
Item 1A
|
Risk Factors
|
13 |
Item 1B | Unresolved Staff Comments | 13 |
Item 2
|
Properties
|
13 |
Item 3
|
Legal Proceedings
|
13 |
Item 4
|
Mine Safety Disclosures
|
|
PART II
|
||
Item 5
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
13 |
Item 6
|
Selected Financial Data
|
16 |
Item 7
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
16 |
Item 7A
|
Quantitative and Qualitative Disclosures About Market Risk
|
21 |
Item 8
|
Financial Statements and Supplementary Data
|
21 |
Item 9
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
22 |
Item 9A
|
Controls and Procedures
|
22 |
Item 9B
|
Other Information
|
23 |
PART III
|
||
Item 10
|
Directors, Executive Officers and Corporate Governance
|
24 |
Item 11
|
Execu Executive Compensation
|
26 |
Item 12
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
30 |
Item 13
|
Certain Relationships and Related Transactions, and Director Independence
|
31 |
Item 14
|
Principal Accounting Fees and Services
|
32 |
PART IV
|
||
Item 15
|
Exhibits, Financial Statement Schedules
|
33 |
SIGNATURES
|
34 |
·
inability to raise additional financing for working capital until such time as we achieve profitable operations;
|
|
·
inability to identify marketing approaches;
|
·
deterioration in general or regional economic, market and political conditions;
|
|
·
the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain;
|
·
adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
|
|
·
changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;
|
·
inability to efficiently manage our operations;
|
|
·
inability to achieve future operating results;
|
·
our ability to recruit and hire key employees;
|
|
·
the inability of management to effectively implement our strategies and business plans; and
|
·
the other risks and uncertainties detailed in this report.
|
·
|
BMI Calculator
|
·
|
Fitness Radio
|
·
|
Fitness Community Messenger
|
·
|
Weight loss Calculator
|
·
|
Smart Notebook, to log Food, Dietary Supplementation and Alternative Medication Intake
|
·
|
Smart Scheduling, to monitor Food, Dietary Supplementation and Alternative Medication Intake
|
·
|
Millions of Foods, Dietary Supplements and Alternative Medications to Learn From
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|
Quarter Ended
|
High
|
Low
|
January 31, 2016
|
$0.24
|
$0.004
|
October 31, 2015
|
$0.08
|
$0.0035
|
July 31, 2015
|
$0.06
|
$0.0032
|
April 30, 2015
|
$0.20
|
$0.0031
|
January 31, 2015
|
$0.25
|
$0.18
|
October 31, 2014
|
$0.20
|
$0.20
|
July 31, 2014
|
$0.48
|
$0.43
|
April 30, 2014
|
$0.38
|
$0.38
|
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
|
1.60
|
$
|
500,000
|
$0.10
|
|||
$ | 0.25 |
1,500,000
|
1.60
|
375,000
|
$0.25
|
||||
6,500,000
|
$
|
875,000
|
$0.20
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
For the year ended
|
||||||||||||
January 31,
|
||||||||||||
|
2016
|
2015
|
Variances
|
|||||||||
Legal, accounting and audit fees
|
$
|
14,602
|
$
|
39,449
|
$
|
(24,847
|
)
|
|||||
Management and consulting fees
|
56,583
|
22,300
|
34,283
|
|||||||||
Research, development, and promotion
|
74,750
|
45,534
|
29,216
|
|||||||||
Transfer agent and filing fees
|
2,309
|
3,620
|
(1,311
|
)
|
||||||||
Office supplies and other general expenses
|
12,324
|
15,879
|
(3,555
|
)
|
||||||||
Advertising costs
|
73,510
|
-
|
73,510
|
|||||||||
Total general and administrative expenses
|
$
|
234,078
|
$
|
126,782
|
$
|
107,296
|
Use of Estimates
|
Cash and Cash Equivalents
|
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.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ECO SCIENCE SOLUTIONS, INC.
|
||||||||
BALANCE SHEETS
|
||||||||
January 31, 2016
|
January 31, 2015
|
|||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
6,706
|
$
|
13,322
|
||||
Total current assets
|
6,706
|
13,322
|
||||||
TOTAL ASSETS
|
$
|
6,706
|
$
|
13,322
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
67,173
|
$
|
43,126
|
||||
Related party payable
|
18,333
|
58,250
|
||||||
Notes payable-short-term-related party
|
-
|
22,000
|
||||||
Notes payable-convertible
|
232,450
|
|||||||
Notes payable-short-term-related party-convertible
|
251,045
|
164,045
|
||||||
Liabilities for issuance of shares
|
147,510
|
-
|
||||||
Total current liabilities
|
716,511
|
287,421
|
||||||
Long term liabilities
|
||||||||
Notes payable-convertible
|
-
|
236,350
|
||||||
Notes payable-convertible-related party, net of unamortized discount
|
46,710
|
-
|
||||||
Total long term liabilities
|
46,710
|
236,350
|
||||||
Total liabilities
|
763,221
|
523,771
|
||||||
Stockholders' deficit
|
||||||||
Preferred stock, $.001 par, 50,000,000 shares authorized, none issued and outstanding at January 31, 2016 and January 31, 2015, respectively
|
-
|
-
|
||||||
Common stock, $0.0001 par, 650,000,000 shares authorized, 28,226,349 and 30,643,001 issued and outstanding at January 31, 2016 and January 31, 2015, respectively
|
2,822
|
3,064
|
||||||
Additional paid in capital, common, and deferred compensation
|
9,133,256
|
8,469,364
|
||||||
Accumulated deficit
|
(9,892,593
|
)
|
(8,982,877
|
)
|
||||
Total stockholders' deficit
|
(756,515
|
)
|
(510,449
|
)
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$
|
6,706
|
$
|
13,322
|
ECO SCIENCE SOLUTIONS, INC.
|
||||||||
INCOME STATEMENTS
|
||||||||
For the fiscal year ended
|
||||||||
January 31, 2016
|
January 31, 2015
|
|||||||
General and administrative expenses
|
234,078
|
126,782
|
||||||
Amortization of stock options
|
493,750
|
945,000
|
||||||
Net operating loss
|
(727,828
|
)
|
(1,071,782
|
)
|
||||
Other income (expenses)
|
||||||||
Interest expense
|
(28,388
|
)
|
(18,554
|
)
|
||||
Impairment loss, communications platform
|
(3,500
|
)
|
-
|
|||||
Loss on divestiture of technology
|
(150,000
|
)
|
-
|
|||||
Total other income (expenses)
|
(181,888
|
)
|
(18,544
|
)
|
||||
Net loss
|
$
|
(909,716
|
)
|
$
|
(1,090,336
|
)
|
||
Net loss per common share - basic and diluted
|
$
|
(0.03
|
)
|
$
|
(0.04
|
)
|
||
Weighted average common shares outstanding - basic and diluted
|
29,352,468
|
24,461,220
|
ECO SCIENCE SOLUTIONS, INC.
|
||||||||||||||||||||||||||||||||||||
STATEMENT OF STOCKHOLDERS' DEFICIT
|
||||||||||||||||||||||||||||||||||||
PERIOD FROM FEBRUARY 1, 2014 TO JANUARY 31, 2016
|
||||||||||||||||||||||||||||||||||||
|
Preferred Stock
|
Common Stock
|
Additional Paid in Capital
|
Deferred
|
Accumulated
|
|||||||||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Preferred
|
Common
|
Compensation
|
Deficit
|
Total
|
|||||||||||||||||||||||||||
Balance, January 31, 2014
|
2,500,000
|
$
|
2,500
|
443,016
|
$
|
44
|
$
|
5,262,500
|
$
|
2,606,834
|
$
|
(358,750
|
)
|
$
|
(7,892,541
|
)
|
$
|
(379,413
|
)
|
|||||||||||||||||
Amortization of stock options
|
205,000
|
205,000
|
||||||||||||||||||||||||||||||||||
Conversion of debt to common stock
|
4,550,000
|
455
|
13,195
|
13,650
|
||||||||||||||||||||||||||||||||
Conversion of preferred stock to common stock
|
(2,500,000
|
)
|
(2,500
|
)
|
25,000,000
|
2,500
|
(5,262,500
|
)
|
5,262,500
|
-
|
||||||||||||||||||||||||||
Grant of restricted stock award
|
1,040,000
|
(1,040,000
|
)
|
-
|
||||||||||||||||||||||||||||||||
Vesting of restricted stock award
|
650,000
|
65
|
585
|
740,000
|
740,650
|
|||||||||||||||||||||||||||||||
Net loss
|
(1,090,336
|
)
|
(1,090,336
|
)
|
||||||||||||||||||||||||||||||||
Balance, January 31, 2015
|
-
|
-
|
30,643,016
|
3,064
|
-
|
8,923,114
|
(453,750
|
)
|
(8,982,877
|
)
|
(510,449
|
)
|
||||||||||||||||||||||||
Vesting of restricted stock award
|
1,250,000
|
125
|
1,125
|
340,000
|
341,250
|
|||||||||||||||||||||||||||||||
Grant of restricted stock award
|
160,000
|
(160,000
|
)
|
-
|
||||||||||||||||||||||||||||||||
Purchase of intellectual property
|
1,500,000
|
150
|
149,850
|
150,000
|
||||||||||||||||||||||||||||||||
Cancellation of common stock
|
(6,466,667
|
)
|
(647
|
)
|
647
|
-
|
||||||||||||||||||||||||||||||
Amortization of stock options
|
153,750
|
153,750
|
||||||||||||||||||||||||||||||||||
Stock options expired
|
(120,000
|
)
|
120,000
|
-
|
||||||||||||||||||||||||||||||||
Beneficial conversion feature – related party note
|
14,750
|
14,750
|
||||||||||||||||||||||||||||||||||
Conversion of debt to common stock
|
1,300,000
|
130
|
3,770
|
3,900
|
||||||||||||||||||||||||||||||||
Net loss
|
(909,716
|
)
|
(909,716
|
)
|
||||||||||||||||||||||||||||||||
Balance, January 31, 2016
|
-
|
$
|
-
|
28,226,349
|
$
|
2,822
|
$
|
-
|
$
|
9,133,256
|
$
|
-
|
$
|
(9,892,593
|
)
|
$
|
(756,515
|
)
|
ECO SCIENCE SOLUTIONS, INC.
|
||||||||
STATEMENTS OF CASH FLOWS
|
||||||||
For the fiscal year ended
|
||||||||
|
January 31, 2016
|
January 31, 2015
|
||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(909,716
|
)
|
$
|
(1,090,336
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Write off prepaid expenses
|
1,000
|
-
|
||||||
Stock based compensation
|
493,750
|
945,000
|
||||||
Amortization of debt discount
|
2,460
|
-
|
||||||
Impairment loss and loss on divestiture, technology
|
153,500
|
-
|
||||||
Liabilities from unissued shares
|
144,010
|
-
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Increase (decrease) in accounts payable and accrued expenses
|
24,047
|
1,229
|
||||||
Increase (decrease) in related party payables
|
18,083
|
4,041
|
||||||
Net cash used in operating activities
|
(72,866
|
)
|
(140,066
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Proceeds from related party loans
|
65,000
|
147,054
|
||||||
Proceeds from issuance of common stock
|
1,250
|
650
|
||||||
Net cash provided by financing activities
|
66,250
|
147,704
|
||||||
|
||||||||
Net decrease in cash
|
(6,616
|
)
|
7,638
|
|||||
Cash-beginning of period
|
13,322
|
5,684
|
||||||
Cash-end of period
|
$
|
6,706
|
$
|
13,322
|
||||
NON-CASH ACTIVITIES
|
||||||||
Conversion of preferred stock to common stock
|
$
|
-
|
$
|
5,265,000
|
||||
Conversion of debt to common stock
|
$
|
3,900
|
$
|
13,650
|
||||
Conversion of related party payable to convertible note payable
|
$
|
59,000
|
$
|
-
|
||||
Beneficial conversion feature from related party convertible note, unamortized
|
$
|
14,750
|
$
|
-
|
||||
Purchase of intellectual property for common stock
|
$
|
150,000
|
$
|
-
|
||||
Purchase of communications platform for common stock
|
$
|
3,500
|
$
|
-
|
||||
Liabilities from unissued series A Voting preferred shares under technology licensing and marketing agreement
|
$
|
35,500
|
$
|
-
|
||||
Liabilities from unissued common stock for technology licensing and marketing agreement
|
$
|
108,510
|
$
|
-
|
||||
SUPPLEMENTAL DISCLOSURES
|
||||||||
Interest paid
|
$
|
-
|
$
|
-
|
||||
Income taxes paid
|
$
|
-
|
$
|
-
|
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Use of Estimates
|
Cash and Cash Equivalents
|
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
|
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.
|
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
|
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
|
1.
|
Stay Hydrated
|
2.
|
Communications Platform - Separation Degrees – One, Inc.
|
2.
|
Communications Platform - Separation Degrees – One, Inc. (continued)
|
As of January 31, 2016 and January 31, 2015, the Company has accrued $44,680 and $30,499, respectively, in interest on the convertible note payable.
|
NOTE 6: RELATED PARTY TRANSACTIONS
|
January 31, 2016
|
January 31, 2015
|
|||||||
Related party payable compensation (2)
|
$ | 18,333 | $ | 58,250 | ||||
Notes payable for loans to the Company (1)
|
- | 22,000 | ||||||
Convertible notes payable for cash proceeds received(1)
|
251,045 | 164,045 | ||||||
Convertible notes payable for unpaid compensation (3)
|
59,000 | - | ||||||
Less: unamortized discount (3)
|
(12,290 | ) | - | |||||
Total convertible notes payable, net of unamortized discount
|
297,755 | 164,045 | ||||||
Total related party loans
|
297,755 | 186,045 | ||||||
Total related party transactions
|
$ | 316,088 | $ | 244,295 |
(1)
|
During the fiscal year ended January 31, 2016, a company controlled by the Company’s former Chairman of the Board and majority director contributed an additional $65,000 in proceeds to the demand convertible note payable on the same terms and conditions, and modified note to include the $22,000 in short term notes so that the principal balance of the convertible note payable as at the fiscal year ended January 31, 2016 totaled $251,045.
|
(2)
|
Effective December 17, 2015, Mr. Jeffery Taylor was appointed to serve as Chief Executive Officer of the Company and Mr. Don Lee Taylor was appointed to serve as Chief Financial Officer of the Company. On December 21, 2015 the Company entered into employment agreements with Mr. Jeffery Taylor and Mr. Don Lee Taylor for a period of 24 months, where after the contract may be renewed in one year terms at the election of both parties. Jeffery Taylor shall receive an annual gross salary of $115,000 and Don Lee Taylor shall receive an annual gross salary of $105,000 payable in equal installments on the last day of each calendar month and which may be accrued until such time as the Company has sufficient cash flow to settle amounts payable. Further under the terms of the respective agreements all inventions, innovations, improvements, know-how, plans, development, methods, designs, analyses, specifications, software, drawings, reports and all similar or related information (whether or not patentable or reduced to practice) which relate to any of the Company’s actual or proposed business activities and which are created, designed or conceived, developed or made by the Executive during the Executive’s past or future employment by the Company or any Affiliates, or any predecessor thereof (“Work Product”), belong to the Company, or its Affiliates, as applicable. During the year ended January 31, 2016, the Company accrued management fees in the amount of $9,583 to Mr. Jeffery Taylor and $8,750 to Mr. Don Lee Taylor. As of January 31, 2016, the Company had not made any cash payments regarding the fees, leaving a total of $18,333 on the balance sheet as related party accounts payable.
|
(3)
|
On October 1, 2015 the Company issued its former 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 which permits the holder 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 on the date of the transaction has been classified as a discount on the note. As of January 31, 2016, the Company expensed $2,460 as amortization of the debt discount which is included as interest expense. As of January 31, 2016, $12,290 of unamortized discount remains, and will be amortized over the next 20 months.
|
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
|
1.60
|
$
|
500,000
|
$0.10
|
|||
$ | 0.25 |
1,500,000
|
1.60
|
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 January 31, 2016
|
6,500,000 | $ | 0.20 |
Restricted Stock Units Activity
|
Weighted
|
|||||||
Number
|
Average
|
|||||||
of RSUs
|
Exercise Price
|
|||||||
Outstanding at January 31, 2014
|
- | - | ||||||
Awarded
|
1,400,000 | $ | 0.001 | |||||
Exercised / Vested
|
(650,000 | ) | $ | 0.001 | ||||
Expired / Cancelled
|
- | - | ||||||
Outstanding at January 31, 2015
|
750,000 | $ | 0.001 | |||||
Awarded
|
2,000,000 | $ | 0.001 | |||||
Exercised / Vested
|
(1,250,000 | ) | $ | 0.001 | ||||
Expired / Cancelled
|
1,500,000 | - | ||||||
Outstanding at January 31, 2016
|
- | $ | 0.001 |
January 31, 2016
|
January 31, 2015
|
|||||||
Income (loss) before taxes
|
$
|
(907,216
|
)
|
$
|
(1,090,336
|
)
|
||
Statutory rate
|
34
|
%
|
34
|
%
|
||||
Computed expected tax payable (recovery)
|
$
|
(308,450
|
)
|
$
|
(370,600
|
)
|
||
Non-deductible expenses
|
300
|
––
|
||||||
Change in valuation allowance
|
308,150
|
370,600
|
||||||
Reported income taxes
|
$
|
-
|
$
|
-
|
January 31, 2016
|
January 31, 2015
|
|||||||
Deferred tax assets:
|
||||||||
Net operating loss carry forward
|
$
|
3,300,650
|
$
|
2,990,600
|
||||
Non-deductible expenses
|
1,900
|
-
|
||||||
Less valuation allowance
|
(3,298,750
|
)
|
(2,990,600
|
)
|
||||
Net deferred tax asset
|
$
|
-
|
$
|
-
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
1)
|
Lack of an independent audit committee or audit committee financial expert, and no independent directors. We do not have any members of the Board who are independent directors and we do not have an audit committee. These factors may be counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management;
|
2)
|
Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
Position(s) Held
|
Age
|
Date first Elected
or Appointed
|
Jeffery Taylor
271 Hiolani St.
Pukalani, HA 96768
|
President, Secretary, Chief Executive Officer, Director
|
44
|
December 17, 2015 as to Chief Executive Officer and President and January 11, 2016 as to Director and Secretary.
|
Don Lee Taylor
271 Hiolani St.
Pukalani, HA 96768
|
Chief Financial Officer, Treasurer and Director
|
46
|
December 17, 2015 as to Chief Financial Officer and January 11, 2016 as to Director and Treasurer
|
2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
|
3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
|
4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
(a)
|
its principal executive officer;
|
(b)
|
each of the Company’s two most highly compensated executive officers who were serving as executive officers at the end of the years ended January 31, 2016 and 2015; and
|
(c) |
up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as the Company’s executive officer at the end of the years ended January 31, 2016 and 2015.
|
SUMMARY COMPENSATION TABLE
|
||||||||||||||
FYE
|
Salary
|
Bonus
|
Stock Award
|
Option Awards
|
Non-Equity Incentive Plan Compensation
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
|
All Other Compensation
|
Total
|
||||||
Name and Principal Position
|
Jan 31
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
|||||
Jeffery Taylor,
President,Secretary, CEO, Director
[3]
|
2016
|
9,583
|
None
|
None
|
None
|
None
|
None
|
None
|
9,583
|
|||||
Don Lee Taylor
CFO, Treasurer Director
[3]
|
2016
|
8,750
|
None
|
None
|
None
|
None
|
None
|
None
|
8,750
|
|||||
Michael J. Borkowski
Former President, CEO, CFO, Director
[4]
|
2016
|
28,500
[1]
|
None
|
160,000
|
[2]
|
None
|
None
|
None
|
1,500
|
[2] |
190,000
|
|||
2015
|
21,000
[1]
|
None
|
740,000
|
[2]
|
None
|
None
|
None
|
None
|
761,000
|
|||||
Domenic Marciano
Former Secretary, Treasurer, Chairman
[5]
|
2016
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
|||||
2015
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
||||||
David Stark
Former Consultant
|
2016
|
None
|
None
|
None
|
None |
None
|
None
|
None
|
None
|
|||||
2015
|
None
|
None
|
None
|
205,000
|
[2]
|
None
|
None
|
None
|
205,000
|
|||||
[1]
|
Compensation earned and converted to a convertible promissory note;
|
|||||||||||||
[2]
|
Represents vested awards and options in period.
$1,500 accrued and unpaid at January 31, 2016 with respect to consulting services provided to the Company following Mr. Borkowski’s resignation.
|
|||||||||||||
[3]
|
Mr. Jeffery Taylor was appointed CEO and President and Mr. Don Lee Taylor was appointed C
FO on December 17, 2015. On January 11, 2016 Mr. Jeffery Taylor was appointed to the board of directors and Secretary and Mr. Don Lee Taylor was appointed to the board of directors and Treasurer. Compensation for both Mr. Jeffery and Mr. Don Taylor is accrued under employment contracts but unpaid.
|
|||||||||||||
[4]
|
Michael Borkowski resigned all positions on December 17, 2017
|
|||||||||||||
[5]
|
Domenic Marciano resigned all positions on January 11, 2016
|
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
(1)
|
1.60
|
$
|
500,000
|
$0.10
|
|||
$ | 0.25 |
1,500,000
(2)
|
1.60
|
375,000
|
$0.25
|
||||
6,500,000
|
$
|
875,000
|
$0.20
|
(1)
|
Options held by former President and CEO, Michael Borkowski
|
(2)
|
Options held by former consultant, David Stark
|
Restricted Stock Units Activity
|
Weighted
|
|||||||
Number
|
Average
|
|||||||
of RSUs
|
Exercise Price
|
|||||||
Outstanding at January 31, 2014
|
- | - | ||||||
Awarded
|
1,400,000 | $ | 0.001 | |||||
Exercised / Vested
|
(650,000 | ) | $ | 0.001 | ||||
Expired / Cancelled
|
- | - | ||||||
Outstanding at January 31, 2015
|
750,000 | $ | 0.001 | |||||
Awarded
|
2,000,000 | $ | 0.001 | |||||
Exercised / Vested
|
(1,250,000 | ) | $ | 0.001 | ||||
Expired / Cancelled
|
1,500,000 | - | ||||||
Outstanding at January 31, 2016
|
- | $ | 0.001 |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Name and Address of
Beneficial Owner
|
Amount and Nature
of Beneficial Ownership [1]
|
Percentage
of Shares of
Common Stock [2]
|
||
Jeffery Taylor
271 Hiolani St.
Pukalani, HA 96768
|
10,047,019
|
[3]
|
34.5%
|
|
Don Lee Taylor
271 Hiolani St.
Pukalani, HA 96768
|
10,047,019
|
[3]
|
34.5%
|
|
Michael J. Borkowski
3250 NE 1
st
Avenue, Suite 305
Miami, FL 33137
|
1,900,000
|
6.5%
|
||
Total
|
21,994,038
|
75.5%
|
||
[1]
|
The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose.
|
|||
[2]
|
Based upon 29,123,233 shares issued and outstanding as of May 12, 2016
|
|||
[3]
|
Shares acquired on December 15, 2015 in a private transaction from the Company’s former majority shareholder, Domenic Marciano,and held in escrow pending surrender to the transfer agent for re-registration pursuant to an asset purchase agreement.
|
|||
Directors and Officers as a Group (2 shareholders)
|
20,094,038
|
69%
|
||
More than 5% ownership (1 shareholder)
|
1,900,000
|
6.5%
|
||
Total
|
21,994,038
|
75.5%
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANTS FEES AND SERVICES
|
Year Ended
|
||
January 31, 2016
$
|
January 31, 2015
$
|
|
Audit Fees
|
18,000 |
11,500
|
Audit Related Fees
|
- |
23
|
Tax Fees
|
- |
300
|
All Other Fees
|
- |
-
|
Total
|
18,000 |
11,823
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
Exhibit Number
|
Exhibit Description
|
3.1
|
Articles of Incorporation of Pristine Solutions Inc. (incorporated by reference to the Registrant’s 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 Registrant’s registration statement on Form S-1 filed on May 4, 2010)
|
3.3
|
Bylaws of Pristine Solutions Inc. (incorporated by reference to the Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s Current Report on Form 8-K filed January 3, 2013)
|
3.7
|
Certificate of Amendment to Articles of Incorporation for Nevada Profit Corporations (incorporated by reference to the Registrant’s Current Report on Form 8-K filed February 18, 2014)
|
3.8*
|
Designation of Series A Voting Preferred shares filed with the Nevada Secretary of State on January 12, 2016
|
10.1*
|
Employment Agreement between the Company and Mike Borkowski dated November 1, 2015
|
10.2*
|
December 21, 2015 employment agreement between the Company and Jeffery Taylor
|
10.3*
|
December 21, 2015 employment agreement between the Company and Don Lee Taylor
|
10.4*
|
Technology licensing and marketing support agreement between Separation Degrees – One, Inc. (“SDOI”) and the Company dated January 1, 2016
|
10.5*
|
Asset purchase agreement between the Company and Separation Degrees – One, Inc. (“SDOI”) dated January 4, 2016
|
10.6*
|
Amendment No. 1 to the Technology licensing and marketing support agreement between Separation Degrees – One, Inc. (“SDOI”)
|
16.1
|
Letter of Seale & Beers, CPAs, dated March 8, 2016, addressed to the United States Securities and Exchange Commission
|
23.1
|
Consent of Independent Registered Accounting Firm
|
(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
|
(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
|
|
ECO SCIENCE SOLUTIONS, INC.
|
|
|
|
|
Dated: June 20, 2016
|
/s/ Jeffery Taylor
|
|
Jeffery Taylor
|
|
President, Chief Executive Officer, Secretary and Director
|
Dated: June 20, 2016
|
/s/ Don Lee Taylor
|
|
Don Lee Taylor
|
|
Chief Financial Officer, Treasurer and Director
|
|
|
Dated: June 20, 2016
|
/s/ Jeffery Taylor
|
|
Jeffery Taylor
|
|
President, Chief Executive Officer, Secretary and Director
|
Dated: June 20, 2016
|
/s/ Don Lee Taylor
|
|
Don Lee Taylor
|
|
Chief Financial Officer, Treasurer and Director
|
1 Year Eco Science Solutions (CE) Chart |
1 Month Eco Science Solutions (CE) Chart |
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