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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
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N/A
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(State or other jurisdiction of incorporation or
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(I.R.S. Employer Identification No.)
|
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organization)
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9595 Wilshire Blvd., Suite 900
Beverly Hills, California
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90212
|
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
|
o |
Accelerated filer
|
o |
Non-accelerated filer
|
o |
Smaller reporting company
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x |
3 | |||||
13 | |||||
13 | |||||
13 | |||||
13 | |||||
14 | |||||
15 | |||||
16 | |||||
22 | |||||
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25 | |||||
26 | |||||
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29 | |||||
31 | |||||
33 | |||||
34 | |||||
35 |
·
|
Estrogen Therapy:
Estrogen is taken alone. Doctors most often prescribe a low dose of estrogen to be taken as a pill or patch every day. Estrogen may also be prescribed as a cream. The lowest dose of estrogen needed to relieve menopause symptoms is recommended. Estrogen is prescribed to relieve:
|
§
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Hot flashes
|
§
|
Vaginal dryness that can result in painful intercourse
|
§
|
Other problematic symptoms of menopause, such as night sweats and dry, itchy skin
|
·
|
Progesterone/Progestin-Estrogen Hormone Therapy:
Also called combination therapy, this form of HRT combines doses of estrogen and progesterone (progestin is a synthetic form of progesterone). Estrogen and a lower dose of progesterone also may be given continuously to prevent the regular, monthly bleeding that can occur when combination HRT is used. The current recommendation is to take the lowest dose of hormone therapy for the shortest time possible. Progestins do cause side effects, including irregular bleeding and fluid retention. Progestins, such as Provera, are a synthetic version of progesterone, which is the chemical equivalent to the progesterone produced by the body. Like all prescription medications, HRT should be re-evaluated each year.
|
§
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Active or past breast cancer
|
§
|
Recurrent or active endometrial cancer
|
§
|
Abnormal vaginal bleeding
|
§
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Recurrent or active blood clots
|
§
|
History of stroke
|
§
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Liver disease
|
§
|
Known or suspected pregnancy
|
§
|
Monthly bleeding
|
§
|
Irregular spotting
|
§
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Breast tenderness
|
§
|
Blood clots and stroke (rare, but the most serious risk)
|
§
|
Fluid retention
|
§
|
Headaches (including migraine)
|
§
|
Dizziness
|
§
|
Skin discoloration (brown or black patches)
|
§
|
Increased breast density (making mammogram evaluation more difficult)
|
§
|
Skin irritation under estrogen patch
|
Estrogen Types:
|
Brand Names:
|
|
Pills
|
Cenestin, Estrinyl, Estrace, Menest, Ogen, Premarin
|
|
Cream
|
Estrace, Ogen, Ortho, Dienestrol, Premarin
|
|
Vaginal ring
|
Estring, Femring
|
|
Vaginal tablet
|
Vagifem
|
|
Patch
|
Alora, Climara, Esclim, Esraderm, Vivelle-Dot
|
Progestin Types:
|
Brand Names:
|
|
Pills/Capsules
|
Amen, Aygestin, Curretab, Cycrin, Megace, Prometrium, Provera
|
|
Vaginal Gel
|
Prochieve progesterone gel 4%, 8%
|
Combination Types:
|
Brand Names:
|
|
Pills
|
Activella, FemHRT, Ortho-Prefast, Premphase, Prempro, low-dose Prempro
|
|
Patch
|
CombiPatch, Climara-Pro
|
a.
|
On September 22, 2005, the Founders retained Cislo to file a US Provisional Patent Application Ser. No. 60/719,756.
|
b.
|
On March 29, 2006, The Founders retained Cislo to conduct a search of Prior Art as it pertained to the Company’s U.S. Provisional Application Ser. No. 60/719,756. A copy of the Prior Art Search Letter is included as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed November 13, 2013.
|
c.
|
On September 19, 2006, The Founders and the Company entered into a Patent Assignment, whereby the US Provisional Patent Application Ser. No. 60/719,756 was assigned exclusively to the Company. The Assignment was subsequently filed with the USPTO, and is included as Exhibit 10
.
8 to the Company’s Current Report on Form 8-K filed November 13, 2013.
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d.
|
On September 22, 2006, the Company filed US Patent Application Ser. No. 11/523,975. The USPTO Published US 2007/0066603 A1 Patent Application on the date of March 22, 2007. A copy of the Abstract of US Patent Application 11/523,975 and the Published US 2007/0066603 A1 is included as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed November 13, 2013.
|
e.
|
From the date of March 23, 2007 to September 24, 2012 the Company has maintained its responses to Actions by the USPTO as they pertain to US Patent Application Ser. No. 11/523,975.
|
f.
|
On September 14, 2012, the Company entered into a Retainer Agreement with Cislo to represent the Company on its current intellectual property matters, including the Patent Application referenced in item d. A copy of the Retainer Agreement is included as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed November 13, 2013.
|
g.
|
On March 24, 2012, the Company received an Action by the USPTO. The Company’s Response was prepared by Cislo and filed on September 25, 2012, a copy of which is included as Exhibit 99.3 to the Company’s Current Report on Form 8-K filed November 13, 2013.
|
Patent Number
|
Patent Description
|
Patent Type
|
||
60/719,756
|
Method for Alleviating Climacteric Symptoms
|
Provisional Patent filed September 22, 2005
|
||
11/523,975
|
Method for Alleviating Climacteric Symptoms
|
Patent Application
filed September 14,2006
|
Primary
|
Secondary
|
Disp.
|
Brand
|
Manufacturer
|
ID #
|
|||||
Homatropine Methylbromide; 1.5 mg/5m1
|
Hydrocodone Bitartrate 5mg/5ml
|
Syrup
|
Hycodan
|
Endo
|
088008
|
|||||
Homatropine Methylbromide; 1.5 mg/5m1
|
Hydrocodone Bitartrate 5mg/5ml
|
Syrup
|
Mycodone
|
Morton Grove
|
040295
|
|||||
Homatropine Methylbromide; 1.5 mg/5m1
|
Hydrocodone Bitartrate 5mg/5ml
|
Syrup
|
Generic
|
Alpharma
|
040285
|
|||||
Homatropine Methylbromide; 1.5 mg/5m1
|
Hydrocodone Bitartrate 5mg/5ml
|
Syrup
|
Generic
|
Axiom
|
005213
|
|||||
Homatropine Methylbromide; 1.5 mg
|
Hydrocodone Bitartrate 5mg
|
Tablet
|
Generic
|
Amide
|
005213
|
|||||
Homatropine Methylbromide; 1.5 mg
|
Hydrocodone Bitartrate 5mg
|
Tablet
|
Generic
|
Endo
|
088508
|
For the year ended
January 31,
|
Cumulative from
January 31, 2006
(inception) to
January 31,
|
|||||||||||
2013
|
2012
|
2013
|
||||||||||
Revenue
|
$ | — | $ | — | $ | — | ||||||
Cost of sales
|
— | — | — | |||||||||
Gross profit (loss)
|
— | — | — | |||||||||
General and administrative expenses
|
331,599 | 49,404 | 549,824 | |||||||||
Operating (loss)
|
(331,599 | ) | (49,404 | ) | (549,824 | ) | ||||||
Interest expense
|
(15,401 | ) | — | (15,401 | ) | |||||||
Amortization of intangible assets
|
(2,526 | ) | (2,513 | ) | (13,749 | ) | ||||||
Amortization of stock options
|
(222,083 | ) | — | (222,083 | ) | |||||||
Net (loss)
|
$ | (571,608 | ) | $ | (51,917 | ) | $ | (801,057 | ) |
·
|
an increase in accounting, audit and consulting services of $118,550, due to accounting fees of $30,000 incurred for the corporate controller, audit fees of $10,750 resulting from audit work required related to the Share Exchange, other audit fees of $7,000 incurred for the current year, and consulting fees related to website design of $10,000, all of which were not incurred in the prior year; and consulting fees of $60,800 due to the new consulting agreements entered into in September 2012, versus none for the prior year;
|
·
|
an increase in management salaries and fees, of $110,500, due to $30,000 in officer salaries resulting from the employment agreement entered into September 1, 2012 for the Company’s CEO; and an increase in management fees of $80,500 resulting from the consulting agreement entered into January 1, 2013, versus $42,000 in management fees for the prior year;
|
·
|
a decrease in stock compensation of $1,225, due to stock compensation of $5,638 for the current year, versus $6,863 for the prior year;
|
·
|
an increase in travel, meals and entertainment of $17,843 resulting from an increase of $15,313 in travel expenses and an increase of $2,531 in meals and entertainment, due to additional expenses incurred in the current year related to the Share Exchange and investor relations; versus limited travel and entertainment costs in the prior year;
|
·
|
an increase in publicity and promotion of $22,352, due to various press releases issued in the current year, versus none issued in the prior year;
|
·
|
an increase in office supplies and other general expenses of $14,175, due to an increase in filing fees of $6,278 due to additional SEC filings made in the current year that were not made in the prior year; an increase in transfer agent fees of $2,050 due to various stock issuances and report costs for the current year, versus none in the prior year; and an increase in other general office expenses of $5,847; resulting from limited office expenses incurred during the prior year.
|
For the year ended
|
||||||||||||
General and Administrative Expenses
|
January 31,
|
|||||||||||
2013
|
2012
|
Variances
|
||||||||||
Accounting, audit, and consultant services
|
$ | 118,550 | $ | — | $ | 118,550 | ||||||
Management salaries and fees
|
152,500 | 42,000 | 110,500 | |||||||||
Stock compensation
|
5,638 | 6,863 | (1,225 | ) | ||||||||
Publicity and promotion
|
22,352 | — | 22,352 | |||||||||
Travel, meals and entertainment
|
18,056 | 213 | 17,843 | |||||||||
Office supplies and other general expenses
|
14,503 | 328 | 14,175 | |||||||||
Total general and administrative expenses
|
$ | 331,599 | $ | 49,404 | $ | 282,195 |
Working Capital
|
||||||||||||
|
At January 31, |
Increase
|
||||||||||
2013
|
2012
|
(Decrease)
|
||||||||||
Current Assets
|
$ | 292,421 | $ | 159 | $ | 292,262 | ||||||
Current Liabilities
|
92,546 | 166,327 | (73,781 | ) | ||||||||
Working Capital (Deficit)
|
$ | 199,875 | $ | (166,168 | ) | $ | 366,043 |
Cash Flows
|
For the year ended
|
|||||||||||
January 31,
|
Increase
|
|||||||||||
2013
|
2012
|
(Decrease)
|
||||||||||
|
||||||||||||
Net cash provided by (used in) Operating Activities
|
$ | (133,743 | ) | $ | 465 | $ | (134,208 | ) | ||||
Net cash (used in) Investing Activities
|
(10,419 | ) | (2,471 | ) | (7,948 | ) | ||||||
Net cash provided by Financing Activities
|
431,424 | 1,800 | 429,624 | |||||||||
Increase (decrease) in Cash
|
$ | (287,262 | ) | $ | (206 | ) | $ | 287,468 |
/s/ Seale and Beers, CPAs | ||
Seale and Beers, CPAs
Las Vegas, Nevada
May 15, 2013
|
(FORMERLY PRISTINE SOLUTIONS, INC.)
|
(A DEVELOPMENT STAGE COMPANY)
|
CONSOLIDATED BALANCE SHEETS
|
January 31, 2013
|
January 31, 2012
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$ | 287,421 | $ | 159 | ||||
Prepaid expenses
|
5,000 | — | ||||||
Total current assets
|
292,421 | 159 | ||||||
Property and equipment, net
|
1,668 | — | ||||||
Intangible assets, net
|
31,057 | 24,831 | ||||||
TOTAL ASSETS
|
$ | 325,146 | $ | 24,990 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued expenses
|
$ | 86,509 | $ | 1,403 | ||||
Related party payables
|
6,037 | 164,924 | ||||||
Total current liabilities
|
92,546 | 166,327 | ||||||
Related party loans
|
467,824 | — | ||||||
Notes Payable | 250,000 | — | ||||||
Total liabilities
|
810,370 | 166,327 | ||||||
Stockholders' deficit
|
||||||||
Preferred stock, $.001 par, 50,000,000 shares authorized, none issued
|
— | — | ||||||
Common stock, $.0001 par, 650,000,000 shares authorized, 443,000,686 and 23,590,625 shares issued and outstanding at January 31, 2013 and 2012, respectively
|
44,300 | 2,359 | ||||||
Additional paid in capital
|
271,533 | 85,753 | ||||||
Accumulated deficit
|
(801,057 | ) | (229,449 | ) | ||||
Total stockholders' deficit
|
(485,224 | ) | (141,337 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$ | 325,146 | $ | 24,990 |
(FORMERLY PRISTINE SOLUTIONS, INC.)
|
(A DEVELOPMENT STAGE COMPANY)
|
CONSOLIDATED INCOME STATEMENTS
|
Cumulative from
|
||||||||||||
January 31, 2006
|
||||||||||||
For the year ended
|
(Inception) to
|
|||||||||||
January 31, 2013
|
January 31, 2012
|
January 31, 2013
|
||||||||||
(unaudited)
|
|
|||||||||||
Revenue
|
$ | — | $ | — | $ | — | ||||||
Cost of revenues
|
— | — | — | |||||||||
Gross profit
|
— | — | $ | — | ||||||||
General and administrative expenses
|
331,599 | 49,404 | 549,824 | |||||||||
Net operating income (loss)
|
(331,599 | ) | (49,404 | ) | (549,824 | ) | ||||||
Other income (expenses)
|
||||||||||||
Interest expense
|
(15,401 | ) | — | (15,401 | ) | |||||||
Amortization of intangible assets
|
(2,525 | ) | (2,513 | ) | (13,749 | ) | ||||||
Amortization of stock compensation
|
(222,083 | ) | — | (222,083 | ) | |||||||
Net (loss)
|
$ | (571,608 | ) | $ | (51,917 | ) | $ | (801,057 | ) | |||
Net (loss) per common share - basic and diluted
|
$ | (0.002 | ) | $ | (0.004 | ) | ||||||
Weighted average common shares outstanding - basic and diluted
|
250,213,684 | 232,817,065 |
(FORMERLY PRISTINE SOLUTIONS, INC.)
|
(A DEVELOPMENT STAGE COMPANY)
|
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
|
PERIOD FROM JANUARY 31, 2006 (INCEPTION) TO JANUARY 31, 2013
|
COMMON STOCK
|
PAID IN
|
DEFERRED
|
SUBSCRIPTIONS
|
(DEFICIT)
ACCUMULATED
|
||||||||||||||||||||||||
SHARES
|
AMOUNT
|
CAPITAL
|
COMPENSATION
|
RECEIVABLE
|
STAGE
|
TOTAL
|
||||||||||||||||||||||
|
|
|
||||||||||||||||||||||||||
Balance, January 31, 2006 (date of inception)
|
— | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
Issuance of Founders shares of common stock @ $.0005, March 9, 2006
|
3,125,000 | 313 | 5,938 | (6,250 | ) | — | — | |||||||||||||||||||||
Subscriptions received
|
2,500 | — | 2,500 | |||||||||||||||||||||||||
Issuance of common stock for services, December, 2006
|
8,250,000 | 825 | 32,175 | 33,000 | ||||||||||||||||||||||||
Net loss
|
— | (33,907 | ) | (33,907 | ) | |||||||||||||||||||||||
Balance, December 31, 2006
|
11,375,000 | 1,138 | 38,113 | — | (3,750 | ) | (33,907 | ) | 1,593 | |||||||||||||||||||
Issuance of common stock for services, December, 2007
|
1,375,000 | 138 | 5,363 | — | 5,500 | |||||||||||||||||||||||
Subscriptions received for services
|
3,750 | — | 3,750 | |||||||||||||||||||||||||
Net loss
|
(10,969 | ) | (10,969 | ) | ||||||||||||||||||||||||
Balance, December 31, 2007
|
12,750,000 | 1,275 | 43,475 | — | — | (44,876 | ) | (126 | ) | |||||||||||||||||||
Issuance of common stock for services, December, 2008
|
1,250,000 | 125 | 4,875 | — | 5,000 | |||||||||||||||||||||||
Net loss
|
(28,572 | ) | (28,572 | ) | ||||||||||||||||||||||||
Balance, December 31, 2008
|
14,000,000 | 1,400 | 48,350 | — | — | (73,448 | ) | (23,698 | ) | |||||||||||||||||||
Issuance of common stock for services, December, 2009
|
1,331,250 | 133 | 5,192 | — | 5,325 | |||||||||||||||||||||||
Net loss
|
(49,569 | ) | (49,569 | ) | ||||||||||||||||||||||||
Balance, December 31, 2009
|
15,331,250 | 1,533 | 53,542 | — | — | (123,017 | ) | (67,942 | ) | |||||||||||||||||||
Issuance of common stock for services, December, 2010
|
1,668,750 | 167 | 6,508 | — | 6,675 | |||||||||||||||||||||||
Issuance of common stock for expenses, December, 2010
|
4,875,000 | 488 | 19,013 | — | 19,500 | |||||||||||||||||||||||
Net loss
|
(50,999 | ) | (50,999 | ) | ||||||||||||||||||||||||
Balance, December 31, 2010
|
21,875,000 | 2,188 | 79,063 | — | — | (174,016 | ) | (92,766 | ) | |||||||||||||||||||
Issuance of common stock for services, December, 2011
|
1,715,625 | 172 | 6,690 | 6,862 | ||||||||||||||||||||||||
Net loss
|
(51,505 | ) | (51,505 | ) | ||||||||||||||||||||||||
Balance, December 31, 2011
|
23,590,625 | 2,359 | 85,753 | — | — | (225,521 | ) | (137,409 | ) | |||||||||||||||||||
Net loss, January 2012
|
(3,928 | ) | (3,928 | ) | ||||||||||||||||||||||||
Balance January 31, 2012 (conversion to fiscal year)
|
23,590,625 | 2,359 | 85,753 | — | — | (229,449 | ) | (141,337 | ) | |||||||||||||||||||
Issuance of common stock for services, June, 2012
|
1,409,375 | 141 | 5,497 | — | 5,638 | |||||||||||||||||||||||
Net loss
|
(24,652 | ) | (24,652 | ) | ||||||||||||||||||||||||
Balance, August 23, 2012 (date of merger)
|
25,000,000 | 2,500 | 91,250 | — | — | (254,101 | ) | (160,351 | ) | |||||||||||||||||||
Recapitalization due to merger
|
418,000,686 | 41,800 | (41,800 | ) | — | |||||||||||||||||||||||
Grant of stock options to officer
|
2,050,000 | (2,050,000 | ) | — | ||||||||||||||||||||||||
Grant of stock options to consultant
|
615,000 | (615,000 | ) | — | ||||||||||||||||||||||||
Amortization of stock options
|
222,083 | 222,083 | ||||||||||||||||||||||||||
Net loss
|
(546,956 | ) | (546,956 | ) | ||||||||||||||||||||||||
Balance, January 31, 2013
|
443,000,686 | $ | 44,300 | $ | 2,714,450 | $ | (2,442,917 | ) | $ | — | $ | (801,057 | ) | $ | (485,224 | ) |
(FORMERLY PRISTINE SOLUTIONS, INC.)
|
||||||||||||
(A DEVELOPMENT STAGE COMPANY)
|
||||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
Cumulative from
|
|||||||||||
January 31, 2006
|
||||||||||||
For the year ended
|
(Inception) to
|
|||||||||||
January 31, 2013
|
January 31, 2012
|
January 31, 2013
|
||||||||||
(unaudited)
|
||||||||||||
Cash flow from operations:
|
||||||||||||
Net loss
|
$ | (571,608 | ) | $ | (51,917 | ) | $ | (801,057 | ) | |||
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities:
|
||||||||||||
Expenses converted to related party loans
|
273,000 | — | 273,000 | |||||||||
Amortization of stock options
|
222,083 | — | 222,083 | |||||||||
Amortization of intangible assets
|
2,525 | 2,513 | 13,749 | |||||||||
Stock compensation
|
5,638 | 6,863 | 87,501 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
(Increase) in prepaid expenses
|
(5,000 | ) | — | (5,000 | ) | |||||||
Increase in accounts payable and accrued expenses
|
85,107 | 971 | 86,509 | |||||||||
Increase (decrease) in related party payables
|
(145,488 | ) | 42,035 | 6,037 | ) | |||||||
Net cash provided by (used in) operating activities
|
(133,743 | ) | 465 | (117,178 | ) | |||||||
Cash flow from investing activities:
|
||||||||||||
Purchase of office equipment
|
(1,668 | ) | — | (1,668 | ) | |||||||
Patent development costs
|
(8,751 | ) | (2,471 | ) | (44,807 | ) | ||||||
Net cash (used in) investing activities
|
(10,419 | ) | (2,471 | ) | (46,475 | ) | ||||||
Cash flow from financing activities:
|
||||||||||||
Proceeds from related party loans
|
250,000 | 1,800 | 263,400 | |||||||||
Proceeds from notes payable | 250,000 | — | 250,000 | |||||||||
Repayment of related party loans
|
(68,576 | ) | — | (68,576 | ) | |||||||
Subscriptions received
|
— | — | 6,250 | |||||||||
Net cash provided by financing activities
|
431,424 | 1,800 | 451,074 | |||||||||
Increase in cash
|
287,262 | (206 | ) | 287,421 | ||||||||
Cash - beginning of period
|
159 | 365 | — | |||||||||
Cash - end of period
|
$ | 287,421 | $ | 159 | $ | 287,421 | ||||||
NONCASH ACTIVITIES
|
||||||||||||
Recapitalization due to share exchange
|
$ | 41,800 | $ | — | $ | 41,800 | ||||||
Subscriptions receivable
|
$ | — | $ | — | $ | (6,250 | ) | |||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||||||
Interest paid
|
$ | — | $ | — | $ | — | ||||||
Income taxes paid
|
$ | — | $ | — | $ | — |
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Basis of Presentation
|
Development Stage Company
|
The Company is a development stage company as defined by ASC 915-10-05, “Development Stage Entity.” The Company is still devoting substantially all of its efforts on establishing the business, and its planned principal operations have not commenced. All losses accumulated, since inception, have been considered as part of the Company’s development stage activities.
|
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.
|
January 31, 2013
|
January 31, 2012
|
|||||||
Office equipment
|
$ | 1,668 | $ | — | ||||
Accumulated depreciation
|
— | — | ||||||
Property and equipment, net
|
$ | 1,668 | $ | — |
January 31, 2013
|
January 31, 2012
|
|||||||
Product development costs
|
$ | 44,806 | $ | 36,055 | ||||
Accumulated amortization
|
(13,749 | ) | (11,224 | ) | ||||
Intangible assets, net
|
$ | 31,057 | $ | 24,831 |
NOTE 6: RELATED PARTY TRANSACTIONS
|
January 31, 2013
|
January 31, 2012
|
|||||||
Loans to the Company
|
$ | 194,824 | $ | — | ||||
Notes payable for accrued compensation
|
273,000 | — | ||||||
Total related party loans
|
467,824 | — | ||||||
Accrued compensation
|
6,000 | 150,500 | ||||||
Overhead advances
|
— | 13,400 | ||||||
Reimbursable expenses
|
37 | 1,024 | ||||||
Total related party payable
|
6,037 | 164,924 | ||||||
Total related party transactions
|
$ | 473,861 | $ | 164,924 |
NOTE 7: COMMITMENTS AND CONTINGENCIES
|
NOTE 8: COMMON STOCK
|
Options
|
||||||||||||||||||
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 | 4.75 | $ | 500,000 | $ | 0.10 | |||||||||||
$ | 0.25 | 1,500,000 | 4.75 | 375,000 | $ | 0.25 | ||||||||||||
6,500,000 | $ | 875,000 | $ | 0.20 |
Options Activity |
Number of Shares
|
Weighted Average Exercise Price
|
||||||
Outstanding at January 31, 2012
|
— | — | ||||||
Issued
|
6,500,000 | $ | 0.20 | |||||
Exercised
|
— | — | ||||||
Expired / Cancelled
|
— | — | ||||||
Outstanding at January 31, 2013
|
6,500,000 | $ | 0.20 |
January 31, 2013
|
January 31, 2012
|
|||||||
Income (Loss) Before Taxes
|
$ | (570,344 | ) | $ | (51,917 | ) | ||
Statutory rate
|
34 | % | 34 | % | ||||
Computed expected tax payable (recovery)
|
$ | 194,300 | $ | 17,700 | ||||
Non-deductible expenses
|
(400 | ) | — | |||||
Change in valuation allowance
|
(193,900 | ) | (17,700 | ) | ||||
Reported income taxes
|
$ | – | $ | – |
January 31, 2013
|
January 31, 2012
|
|||||||
Net operating loss carried forward
|
$ | 256,700 | $ | 173,400 | ||||
Valuation allowance
|
(256,700 | ) | (173,400 | ) | ||||
Net deferred income tax asset
|
$ | – | $ | – |
·
|
The application of accounting principles to specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant’s financial statements, and neither was a written report provided to the Registrant nor was oral advice provided that the New Accountant concluded was an important factor considered by the Registrant in reaching a decision as to an accounting, auditing, or financial reporting issue; or
|
·
|
Any matter that was either the subject of a disagreement or a reportable event, as each term is defined in Items 304(a)(1)(iv) or (v) of Regulation S-K, respectively.
|
Name
|
Position(s) Held
|
Age
|
Date first Elected
or Appointed
|
Michael J. Borkowski
|
President, Chief Executive Officer,
Chief Financial Officer, Secretary, Treasurer, Director
|
39
|
August 22, 2012
|
1.
|
any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
|
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.
|
SUMMARY COMPENSATION TABLE
|
||||||||||||||||||||||||||||||||||
Name and Principal Position
|
Year ending January 31
|
Salary Paid
($)
|
Bonus
($)
|
Stock Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||||||||
Michael J. Borkowski |
2013
|
$ | 24,000 | Nil | Nil | $ | 170,833 | Nil | Nil | $ | 6,000 | [1] | $ | 200,833 | ||||||||||||||||||||
President, CEO, CFO, Treasurer,
Secretary and Director
|
2012
|
Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | |||||||||||||||||||||||||
Christine Buchanan-McKenzie |
2013
|
Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | |||||||||||||||||||||||||
Former President, CEO, CFO,
Treasurer, Secretary and Director
|
2012
|
5,500 | Nil | Nil | Nil | Nil | Nil | Nil | 5,500 |
Outstanding Options
|
|||||||||||||
Number of
|
Number of
|
||||||||||||
Options
|
Options
|
Exercise
|
Expiration
|
||||||||||
Name
|
Exercisable
|
Unexercisable
|
Price
|
Dat
e
|
|||||||||
Michael J. Borkowski
|
416,667 | 4,583,333 | $ | 0.10 |
09/01/2017
|
||||||||
David Stark
|
125,000 | 1,375,000 | $ | 0.25 |
09/01/2017
|
||||||||
541,667 | 5,958,333 |
ITEM 12. 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
|
|||||
Michael J. Borkowski
9595 Wilshire Blvd., Suite 900
Beverly Hills, CA 90212
|
5,300,000 | [2] | 1.20 | % | |||
Skyy Holdings, Inc.
9663 Santa Monica Blvd
Beverly Hills, CA 90210
|
80,990,625 | 18.28 | % | ||||
Edward W. Withrow III
1327 Ocean Avenue, Suite B
Santa Monica, CA 90401
|
88,079,375 | [2] | 19.88 | % | |||
Katsuka Sandoval
702 Dune Drive #B
Malibu, CA 90275
|
39,750,000 | [2] | 8.97 | % | |||
Edward W. Withrow IV
1327 Ocean Avenue, Suite B
Santa Monica, CA 90401
|
7,950,000 | [3] | 1.79 | % | |||
Total
|
222,070,000 | 50.13 | % |
[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]
|
5% shareholder Katsuka Sandoval by spouse, Edward W. Withrow III
|
[3]
|
5% shareholder by parent, Edward W. Withrow III
|
Directors and Officers as a Group (1 shareholder)
|
5,300,000 | 1.20 | % | |||||
More than 5% ownership (4 shareholders)
|
216,770,000 | 48.93 | % | |||||
Total
|
222,070,000 | 50.13 | % |
Year Ended
|
||||||||
January 31,
2013
|
January 31,
2012
|
|||||||
$ | $ | |||||||
Audit Fees
|
7,000 | 13,000 | ||||||
Audit Related Fees
|
0 | 0 | ||||||
Tax Fees
|
0 | 0 | ||||||
All Other Fees
|
0 | 0 | ||||||
Total
|
7,000 | 13,000 |
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 Registrant’s Current Report on Form 8-K filed August 24, 2012)
|
|
(3)
|
(i) Articles of Incorporation; and (ii) Bylaws
|
|
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 April 30, 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)
|
|
(10)
|
Material Contracts
|
|
10.1
|
Consulting Agreement with Christine Buchanan-McKenzie (incorporated by reference to the Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s Current Report on Form 8-K filed November 13, 2012)
|
|
10.8
|
Patent Assignment dated September 19, 2006 (incorporated by reference to the Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s Current Report on Form 8-K filed November 13, 2012)
|
|
10.12*
|
||
10.13* |
(16)
|
Letters on Change in Certifying Auditor
|
|
16.1
|
Letter from GBH CPA’s, PC dated November 2, 2012 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed November 13, 2012)
|
|
(21)
|
List of Subsidiaries (2)
|
|
21.1
|
Pristine Solutions Limited, incorporated under the laws of Jamaica
|
|
21.2
|
Eaton Scientific Systems, Ltd., incorporated under the laws of Nevada, USA
|
|
(23)
|
Consents of Experts and Counsel
|
|
23.1
|
Letter from GBH CPA’s, PC dated July 21, 2010 (incorporated by reference to the Registrant’s registration statement on Form S-1 filed on May 4, 2010)
|
|
23.2
|
Letter from Stan J.H. Lee, CPA dated October 3, 2012 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed November 13, 2012)
|
|
23.3* | Letter from Seale and Beers, CPAs dated May 15, 2013 | |
(31)
|
Rule 13a-14(a)/15d-14(a) Certifications
|
|
31.1*
|
||
31.2*
|
||
(32)
|
Section 1350 Certifications
|
|
32.1*
|
||
32.2*
|
||
(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 Registrant’s 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 Registrant’s 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 Registrant’s Current Report on Form 8-K filed November 13, 2012)
|
|
99.4
|
$500,000 Convertible Promissory Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed November 13, 2012)
|
|
99.5*
|
||
99.6*
|
||
(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
.
|
EATON SCIENTIFIC SYSTEMS, INC.
|
|
Dated: May 16, 2013
|
/s/ Michael J. Borkowski
|
Michael J. Borkowski
|
|
President, Chief Executive Officer, and Director
|
|
(Principal Executive Officer)
|
|
Dated: May 16, 2013
|
/s/ Michael J. Borkowski
|
Michael J. Borkowski
|
|
Chief Financial Officer
|
|
(Principal Financial Officer and Principal Financial Officer)
|
Dated: May 16, 2013
|
/s/ Michael J. Borkowski
|
Michael J. Borkowski
|
|
President, Chief Executive Officer, and Director
|
|
(Principal Executive Officer)
|
Dated: May 16, 2013
|
/s/ Michael J. Borkowski
|
Michael J. Borkowski
|
|
Chief Financial Officer
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
1 Year Eco Science Solutions (CE) Chart |
1 Month Eco Science Solutions (CE) Chart |
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