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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
|
(Address of principal executive offices)
|
(Zip Code)
|
|
|
Registrant's telephone number:
|
(800) 379-0226
|
|
Yes [X]
No [ ]
|
|
Yes [X] No [ ]
|
Large accelerated filer [ ]
|
Accelerated filer [ ]
|
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
|
Smaller reporting company [X]
|
|
Emerging growth company [X]
|
|
Yes [ ]
No [X ]
|
|
Yes [ ] No [ ]
|
45,357,572
shares of common stock outstanding as of November 3, 2017
|
(Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.)
|
|
|
Page
|
|
PART I – FINANCIAL INFORMATION
|
|
|
|
|
Item 1.
|
Financial Statements
|
3
|
|
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
4
|
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
8
|
|
|
|
Item 4.
|
Controls and Procedures
|
8
|
|
|
|
|
PART II – OTHER INFORMATION
|
|
|
|
|
Item 1.
|
Legal Proceedings
|
9
|
|
|
|
Item 1A.
|
Risk Factors
|
9
|
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
9
|
|
|
|
Item 3.
|
Defaults Upon Senior Securities
|
9
|
|
|
|
Item 4.
|
Mine Safety Disclosures
|
9
|
|
|
|
Item 5.
|
Other Information
|
9
|
|
|
|
Item 6.
|
Exhibits
|
10
|
|
|
|
|
SIGNATURES
|
11
|
|
Page
|
Unaudited Balance Sheets as of July 31, 2017 and January 31, 2017
|
F-1
|
Unaudited Statements of Operations for the three and six months ended July 31, 2017 and 2016
|
F-2
|
Unaudited Statement of Cash Flows for the six months ended July 31, 2017 and 2016
|
F-3
|
Notes to the Unaudited Financial Statements
|
F-4 to F-19
|
|
July 31, 2017
(Unaudited)
|
January 31, 2017
(Audited)
|
||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
3,797
|
$
|
244,124
|
||||
Prepaid expenses
|
28,990
|
817
|
||||||
Total current assets
|
32,787
|
244,941
|
||||||
|
||||||||
Property and equipment, net
|
13,860
|
1,634
|
||||||
|
||||||||
TOTAL ASSETS
|
$
|
46,647
|
$
|
246,575
|
||||
|
||||||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
767,474
|
$
|
50,287
|
||||
Related party payables
|
663,050
|
293,714
|
||||||
Notes payable, short-term, related party
|
870,020
|
323,280
|
||||||
Notes payable
|
1,069,930
|
289,930
|
||||||
Liabilities for allocated and unissued shares
|
-
|
63,791
|
||||||
Total current liabilities
|
3,370,474
|
1,021,002
|
||||||
|
||||||||
Total liabilities
|
3,370,474
|
1,021,002
|
||||||
|
||||||||
Stockholders' deficit
|
||||||||
Preferred stock, $0.001 par, 50,000,000 shares authorized, none issued and outstanding at July 31, 2017 and January 31, 2017
|
-
|
-
|
||||||
Common stock, $0.0001 par, 650,000,000 shares authorized, 62,357,572 shares issued and 61,357,572 outstanding at July 31, 2017 and 46,331,186 issued and 45,331,186 outstanding at January 31, 2017
|
6,236
|
4,633
|
||||||
Treasury stock (1,000,000 shares issued at a cost of $0.0075 per share)
|
(7,500
|
)
|
(7,500
|
)
|
||||
Additional paid in capital, common, and deferred compensation
|
61,211,399
|
42,749,211
|
||||||
Accumulated deficit
|
(64,533,962
|
)
|
(43,520,771
|
)
|
||||
Total stockholders' deficit
|
(3,323,827
|
)
|
(774,427
|
)
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$
|
46,647
|
$
|
246,575
|
Ended July 31,
|
For the Six Months
Ended July 31,
|
|||||||||||||||
|
2017
|
2016
|
2017
|
2016
|
||||||||||||
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
Cost of revenues
|
-
|
-
|
-
|
-
|
||||||||||||
Gross profit
|
-
|
-
|
-
|
-
|
||||||||||||
|
||||||||||||||||
Operation expenses:
|
||||||||||||||||
851
|
188
|
1,039
|
251
|
|||||||||||||
Legal, accounting and audit fees
|
146,524
|
47,423
|
159,326
|
58,214
|
||||||||||||
Management and consulting fees
|
466,534
|
68,512
|
625,533
|
147,767
|
||||||||||||
Research, development, and promotion
|
378,467
|
69,500
|
563,885
|
174,500
|
||||||||||||
Transfer agent and filing fees
|
615
|
1,015
|
1,635
|
2,410
|
||||||||||||
Office supplies and other general expenses
|
56,462
|
29,146
|
132,730
|
43,202
|
||||||||||||
Advertising and marketing
|
473,678
|
412,786
|
1,104,340
|
691,309
|
||||||||||||
Impairment of goodwill
|
18,400,000
|
-
|
18,400,000
|
-
|
||||||||||||
Total operating expenses
|
628,570
|
20,988,488
|
1,117,653
|
|||||||||||||
|
||||||||||||||||
Net operating loss
|
(19,923,131
|
)
|
(628,570
|
)
|
(20,988,488
|
)
|
(1,117,653
|
)
|
||||||||
|
||||||||||||||||
Other income (expenses)
|
||||||||||||||||
Interest expense
|
(16,643
|
)
|
(8,257
|
)
|
(24,703
|
)
|
(17,567
|
)
|
||||||||
Loss on shares issued for services and fees
|
-
|
(217,267
|
-
|
(379,425
|
||||||||||||
Total other income (expenses)
|
(16,643
|
)
|
(225,524
|
)
|
(24,703
|
)
|
(396,992
|
)
|
||||||||
|
||||||||||||||||
Net loss
|
$
|
(19,939,774
|
)
|
$
|
(854,094
|
)
|
$
|
(21,013,191
|
)
|
$
|
(1,514,645
|
)
|
||||
|
||||||||||||||||
Net loss per common share - basic and diluted
|
$
|
(0.44
|
)
|
$
|
(0.03
|
)
|
$
|
(0.47
|
)
|
$
|
(0.05
|
)
|
||||
|
||||||||||||||||
Weighted average common shares outstanding - basic and diluted
|
44,717,661
|
30,200,712
|
45,029,981
|
29,041,411
|
||||||||||||
|
For the six months ended July 31,
|
||||||||
|
2017
|
2016
|
||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(21,013,191
|
)
|
$
|
(1,514,645
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation
|
1,039
|
251
|
||||||
Impairment of goodwill
|
18,400,000
|
-
|
||||||
Loss on shares issued for services and fees
|
-
|
379,425
|
||||||
Stock based compensation
|
-
|
25,000
|
||||||
Amortization of debt discount
|
-
|
3,690
|
||||||
Liabilities from unissued shares
|
-
|
849,826
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
(28,173
|
)
|
(817
|
)
|
||||
Increase (decrease) in accounts payable and accrued expenses
|
717,187
|
48,289
|
||||||
Increase (decrease) in related party payables
|
369,336
|
139,608
|
||||||
Net cash used in operating activities
|
(1,553,802
|
)
|
(69,373
|
)
|
||||
|
||||||||
Cash Flows from Investing Activities:
|
||||||||
Purchase equipment
|
(13,265
|
)
|
(2,263
|
)
|
||||
Net cash used in investing activities
|
(13,265
|
)
|
(2,263
|
)
|
||||
|
||||||||
Cash flows from financing activities:
|
||||||||
Proceeds from related party loans
|
546,740
|
35,000
|
||||||
Repayment to related party loans
|
-
|
(5,000
|
)
|
|||||
Note payable
|
780,000
|
42,490
|
||||||
Repurchase of common shares
|
-
|
(7,500
|
)
|
|||||
Net cash provided by financing activities
|
1,326,740
|
64,990
|
||||||
|
||||||||
Net decrease in cash
|
(240,327
|
)
|
(6,646
|
)
|
||||
|
||||||||
Cash-beginning of period
|
244,124
|
6,706
|
||||||
|
||||||||
Cash-end of period
|
$
|
3,797
|
$
|
60
|
||||
|
||||||||
SUPPLEMENTAL DISCLOSURES
|
||||||||
Interest paid
|
$
|
-
|
$
|
-
|
||||
Income taxes paid
|
$
|
-
|
$
|
-
|
||||
NON-CASH ACTIVITIES
|
||||||||
Share issued for Liabilities from unissued shares
|
$
|
63,791
|
$
|
-
|
||||
Shares issued for services and fees
|
$
|
-
|
$
|
25,750
|
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
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.
|
As of June 21, 2017
|
Book Value
|
Adjustment
|
Fair Market Value
|
|||||||||
Net assets acquired
|
||||||||||||
Intangible assets
|
$
|
341,120
|
(341,120
|
)
|
$
|
-
|
||||||
Total consideration
|
||||||||||||
Satisfied by 16M shares of common stock of ESSI
|
18,400,000
|
|||||||||||
|
||||||||||||
Goodwill
|
18,400,000
|
|
July 31,
2017
|
January 31,
2017
|
||||||
|
||||||||
Office equipment
|
$
|
15,527
|
$
|
2,262
|
||||
Less: accumulated depreciation and amortization
|
(1,667
|
)
|
(628
|
)
|
||||
Total property and equipment, net
|
$
|
13,860
|
$
|
1,634
|
(1)
|
SDOI will not be issued Series A Preferred Stock initially equal to the current total authorized common shares outstanding of 650,000,000;
|
(2)
|
Invoices for advertising services billed separately from the $35,000 standard monthly fee will have the same terms as the monthly fee; i.e., the amount invoiced will be paid via the issuance of S-8 shares of ESSI Common Stock (issued at a 30% discount to the market VWAP on the date of payment due or a share price of $0.01, whichever is greater).
|
|
Fiscal Year Ended
January 31,
|
|||||
|
2017
|
2016
|
||||
Technology, Licensing and Marketing fees
|
$
|
340,592
|
$
|
35,000
|
||
Advertising and promotion services
|
1,720,914
|
73,510
|
||||
Total
|
$
|
2,061,506
|
$
|
108,510
|
|
S-8 Shares
|
|||
Balance, January 31, 2015
|
$
|
-
|
||
Add:
|
108,510
|
|||
Balance, January 31, 2016
|
108,510
|
|||
Add: liability for unissued shares, market value on payment date
|
2,946,924
|
|||
Deduct: shares issued
|
(340,166
|
)
|
||
Cancellation of S-8 shares due to Cancellation and Release Agreement
|
(2,715,268
|
)
|
||
Balance, January 31, 2017
|
$
|
-
|
|
Fiscal Year ended
January 31,
|
|||||||
|
2017
|
2016
|
||||||
Loss on the S-8 shares reserved for issuance
|
$
|
885,419
|
$
|
-
|
||||
Gain on cancellation of unissued S-8 shares
|
(2,715,268
|
)
|
-
|
|||||
Loss on issuance of 4M shares
|
11,040,000
|
-
|
||||||
Total loss
|
$
|
9,210,151
|
$
|
-
|
|
July 31,
2017
|
January 31,
2017
|
||||||
Office lease – Security deposits
|
$
|
817
|
$
|
817
|
||||
Prepaid other expenses
|
28,173
|
-
|
||||||
Total prepaid expense
|
$
|
28,990
|
$
|
817
|
|
Note 1
|
Note 2
|
Note 3
|
Note 4
|
Total
|
|||||||||||||||
Balance, January 31, 2016
|
$
|
232,450
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
232,450
|
||||||||||
Changes:
|
||||||||||||||||||||
Converted to shares
|
(96,100
|
)
|
-
|
-
|
-
|
(96,100
|
)
|
|||||||||||||
Additions
|
-
|
14,930
|
50,000
|
225,000
|
583,210
|
|||||||||||||||
Deduct: Cancellation and Release Agreement
|
(136,350
|
)
|
-
|
-
|
-
|
(136,350
|
)
|
|||||||||||||
Balance, January 31, 2017
|
-
|
14,930
|
50,000
|
225,000
|
289,930
|
|||||||||||||||
Changes:
|
||||||||||||||||||||
Additions
|
780,000
|
780,000
|
||||||||||||||||||
Balance, July 31, 2017
|
$
|
-
|
$
|
14,930
|
$
|
50,000
|
$
|
1,005,000
|
$
|
1,069,930
|
|
July 31, 2017
|
January 31, 2017
|
||||||
|
||||||||
Related party payable (1)(2)(4)(5)(6)
|
$
|
663,050
|
$
|
293,714
|
||||
|
||||||||
Notes payable (3)(4)
|
870,020
|
323,280
|
||||||
|
||||||||
Total related party transactions
|
$
|
1,533,070
|
$
|
616,994
|
Related party payable
|
Mr. Jeffery Taylor
(1)(3)
|
Mr. Don Lee Taylor
(1)(3)
|
Ms. Jennifer Taylor
(2)
|
Mr. Michael Rountree
(4)
|
L. John Lewis
(5)
|
S. Randall Oveson
(6)
|
Mr. Andy Tucker
(7)
|
Total
|
||||||||||||||||||||||||
Balance, January 31, 2016
|
$
|
9,583
|
$
|
8,750
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
18,333
|
||||||||||||||||
|
||||||||||||||||||||||||||||||||
Add: Management fee
|
115,000
|
105,000
|
-
|
25,000
|
-
|
-
|
-
|
245,000
|
||||||||||||||||||||||||
-
|
-
|
-
|
100,000
|
-
|
-
|
-
|
100,000
|
|||||||||||||||||||||||||
General and admin
|
-
|
-
|
18,000
|
-
|
-
|
-
|
-
|
18,000
|
||||||||||||||||||||||||
Reimbursed expenses
|
35,412
|
47,064
|
-
|
540
|
-
|
-
|
-
|
83,016
|
||||||||||||||||||||||||
Accrued loan interest
|
152
|
152
|
-
|
826
|
-
|
-
|
-
|
1,130
|
||||||||||||||||||||||||
Deduct: cash payment
|
(77,807
|
)
|
(85,958
|
)
|
(8,000
|
)
|
-
|
-
|
-
|
-
|
(171,765
|
|||||||||||||||||||||
Balance, January 31, 2017
|
82,340
|
75,008
|
10,000
|
126,366
|
-
|
-
|
-
|
293,714
|
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Add: Management fee
|
57,500
|
52,500
|
-
|
160,000
|
20,000
|
20,000
|
13,334
|
323,334
|
||||||||||||||||||||||||
Advertising and marketing
|
600,000
|
-
|
-
|
-
|
600,000
|
|||||||||||||||||||||||||||
General and admin
|
-
|
-
|
12,000
|
-
|
-
|
-
|
-
|
12,000
|
||||||||||||||||||||||||
Reimbursed expenses
|
5,642
|
5,058
|
-
|
610
|
-
|
-
|
-
|
11,310
|
||||||||||||||||||||||||
Accrued loan interest
|
75
|
75
|
-
|
2,351
|
-
|
-
|
-
|
2,501
|
||||||||||||||||||||||||
Deduct: cash payment
|
(77,555
|
)
|
(77,775
|
)
|
(12,000
|
)
|
(412,479
|
)
|
-
|
-
|
-
|
(579,809
|
||||||||||||||||||||
Balance, July 31, 2017
|
$
|
68,002
|
$
|
54,866
|
$
|
10,000
|
$
|
476,848
|
$
|
20,000
|
$
|
20,000
|
$
|
13,334
|
$
|
663,050
|
NOTE 9: RELATED PARTY TRANSACTIONS (cont'd)
|
(1)
|
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.
|
(2)
|
During three and six months ended July 31, 2017 the Company was invoiced a total of $6,000 and $12,000, respectively, in consulting services by Ms. Jennifer Taylor, sister of the Company's officers and directors.,
|
(3)
|
On February 17, 2016, the Company issued promissory notes to Mr. Jeffery Taylor, CEO, in the amount of $17,500 and to Mr. Don Lee Taylor, CFO, in the amount of $17,500, respectively. The notes bear interest at a rate of 1% per annum, maturing on August 17, 2016. During the fiscal year ended January 31, 2017, the company repaid $2,500 to Mr. Jeffery Taylor and $2,500 to Mr. Don Lee Taylor.
As of July 31, 2017, the Company has accrued $454 as interest with respect to the above notes. The notes were not repaid on their due dates of August 17, 2016, and are now due on demand.
|
(4)
|
On June 21, 2017, the Company entered into employment agreements with
Michael Rountree
w
hereby Michael Rountree agreed to service as the Company's Chief Operating Officer for two years unless terminated earlier in accordance with the agreement. During his period of employment, Michael Rountree has a base salary at the annual rate of $120,000. The Board shall review the Base Salary on an annual basis and may, but is not required to, make upward adjustments from time to time.
Rountree Consulting Inc. ("Rountree"), a company controlled by our COO, provides marketing and advertising services, site and app hosting and network administration, support finance and bookkeeping work and technical & design services to the Company. During the three and six months period ended July 31, 2017, Rountree Consulting Inc. invoiced $375,000 and $750,000, respectively.
During the fiscal year ended January 31, 2017, the Company received an accumulated amount of $293,280 from
Rountree for operating expenses.
The notes bear interest at a rate of 1% per annum, and are each due three months from issue date. None of the notes were retired upon maturity and the total balance remains payable.
During the six month period ended July 31, 2017, the Company received further accumulated advances of $546,740 from
Rountree…
The notes bear interest at a rate of 1% per annum, and are each due three months from issue date. Over the period to July 31, 2017 a total of $840,020 became due and payable on the three-month anniversary of each advance. The amounts outstanding are reflected as Notes payable – short term, related party, on the Company's balance sheets.
As of July 31, 2017, the Company has accrued interest of $3,178 in respect of the accumulated amount payable.
|
(5)
|
On June 21, 2017,
Ga-Du Corporation, a wholly owned subsidiary of Eco Science Solutions Inc.
entered into an employment agreement with
L. John Lewis
w
hereby Mr. Lewis accepted employment as Chief Executive Officer of Ga Du for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Lewis has a base salary at an annual rate of $120,000. The Board shall review the Base Salary on an annual basis and may, but is not required to, make upward adjustments from time to time.
|
(6)
|
On June 21, 2017,
Ga-Du Corporation, a wholly owned subsidiary of Eco Science Solutions Inc.
entered into an employment agreement with
S. Randall Oveson
w
hereby Mr. Oveson accepted employment as Chief Operating Officer of Ga Du for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Overson has a base salary at an annual rate of $120,000. The Board shall review the Base Salary on an annual basis and may, but is not required to, make upward adjustments from time to time.
|
(7)
|
On June 21, 2017,
Ga-Du Corporation, a wholly owned subsidiary of Eco Science Solutions Inc.
entered into a consulting agreement with
Andy Tucker,
w
hereby Mr. Tucker will
provide services to the Cannabis industry under development by the Company, as well as act as an advisor to various State regulators concerning the Cannabis industry
for two years unless terminated earlier in accordance with the agreement. During the period of the agreement, Mr. Tucker has a base salary at an annual rate of $120,000. Compensation payments shall be divided into twelve (12) equal monthly payments, payable in arrears on the last day of each month following the commencement of the agreement, provided that any partial month worked shall be payable on the last day of such partial month.
|
On March 22, 2016, we entered into a two-year lease commencing April 1, 2016 for a total of 253 square feet of office and 98 square feet of reception space. Monthly base rent for the period April 1, 2016 to March 31, 2017 is $526.50 per month and increases to $552.83 per month for the subsequent year ending March 31, 2018. Operating costs for the first year of the lease were $258.06 per month. The Company has remitted a security deposit in the amount of $817 in respect of the lease. Further our officers and directors have executed a personal guarantee in respect of the aforementioned lease agreement.
|
(b)
|
On January 10, 2017, we entered into an Equity Purchase Agreement (the "Equity Purchase Agreement") with PHENIX VENTURES, LLC ("PVLLC"). Although we are not mandated to sell shares under the Equity Purchase Agreement, the Equity Purchase Agreement gives us the option to sell to PVLLC, up to 10,000,000 shares of our common stock over the period ending January 25, 2019 (or 24 months from the date this Registration Statement is effective). The purchase price of the common stock will be set at eighty-three percent (83%) of the volume weighted average price ("VWAP") of the common stock during the pricing period. The pricing period will be the ten consecutive trading days immediately after the Put Notice date. In addition, there is an ownership limit for PVLLC of 9.99%.
|
(b)
|
On the Put Notice date, we are required to deliver Put shares to PVLLC in an amount (the "Estimated Put Shares") determined by dividing the closing price on the trading day immediately preceding the Put Notice date multiplied by 83% and PVLLC is required to simultaneously deliver to us, the investment amount indicated on the Put Notice. At the end of the pricing period when the purchase price is established and the number of Put Shares for a particular Put is definitely determined, PVLLC must return to us for cancellation any excess Put Shares provided as Estimated Put Shares or alternatively, we must deliver to PVLLC any additional Put Shares required to cover the shortfall between the amount of Estimated Put Shares and the amount of Put Shares. At the end of the pricing period, we must also return to PVLLC any excess related to the investment amount previously delivered to us.
PVLLC is not permitted to engage in short sales involving our common stock during the commitment period ending January 25, 2019. In accordance with Regulation SHO however, sales of our common stock by PVLLC after delivery of a Put Notice of such number of shares reasonably expected to be purchased by PVLLC under a Put will not be deemed a short sale.
In addition, we must deliver the other required documents, instruments and writings required. PVLLC is not required to purchase the Put Shares unless:
|
-
|
Our registration statement with respect to the resale of the shares of common stock delivered in connection with the applicable put shall have been declared effective.
|
-
|
We shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the registrable securities.
|
-
|
We shall have filed with the SEC in a timely manner all reports, notices and other documents required.
|
(c)
|
On July 21, 2017, we entered into a Sublease commencing August 1, 2017 and terminating the earlier of (a) March 31, 2020, or (b) the date this sublease is terminated by sublandlord upon the occurrence of an event of default, The sublease covers a total of 6,120 square feet of office space. Monthly base rent for the period September 1, 2017 to July 31, 2018 is $14,535, and month 1 rent is free. In the second year the monthly base rent will be $15,173. In the third year the monthly base rent will be $15,810. The Company has remitted a security deposit in the amount of $15,810 in respect of the sublease in August 2017. The Company has passed on recording the deferred rent relative to the one free month of rent contained within the lease as it has been determined to be immaterial.
|
For the Three Months
Ended July 31,
|
For the Six Months
Ended July 31,
|
|||||||||||||||
|
2017
|
2016
|
2017
|
2016
|
||||||||||||
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
Cost of revenues
|
-
|
-
|
-
|
-
|
||||||||||||
Gross profit
|
-
|
-
|
-
|
-
|
||||||||||||
|
||||||||||||||||
Operation expenses:
|
||||||||||||||||
Depreciation
|
851
|
188
|
1,039
|
251
|
||||||||||||
General and Administrative expenses:
|
1,048,602
|
215,596
|
1,483,109
|
426,093
|
||||||||||||
Advertising and marketing
|
473,678
|
412,786
|
1,104,340
|
691,309
|
||||||||||||
Impairment of goodwill
|
18,400,000
|
-
|
18,400,000
|
-
|
||||||||||||
Total operating expenses
|
19,923,131
|
628,570
|
20,988,488
|
1,117,653
|
||||||||||||
|
||||||||||||||||
Net operating loss
|
$ |
(19,923,131
|
)
|
$ |
(628,570
|
)
|
$ |
(20,988,488
|
)
|
$ |
(1,117,653
|
)
|
For the Three Months
Ended July 31,
|
Variances
|
|||||||||||
2017
|
2016
|
|||||||||||
|
||||||||||||
General and Administrative expenses:
|
||||||||||||
Legal, accounting and audit fees
|
$ |
146,524
|
$ |
47,423
|
$ |
99,101
|
||||||
Management and consulting fees
|
466,534
|
68,512
|
398,022
|
|||||||||
Research, development, and promotion
|
378,467
|
69,500
|
308,967
|
|||||||||
Transfer agent and filing fees
|
615
|
1,015
|
(400
|
)
|
||||||||
Office supplies and other general expenses
|
56,462
|
29,146
|
27,316
|
|||||||||
Total general and administrative expenses
|
$ |
1,048,602
|
$ |
215,596
|
$ |
833,006
|
For the Six Months
Ended July 31,
|
Variances
|
|||||||||||
2017
|
2016
|
|||||||||||
|
||||||||||||
General and Administrative expenses:
|
||||||||||||
Legal, accounting and audit fees
|
$ |
159,326
|
$ |
58,214
|
$ |
101,112
|
||||||
Management and consulting fees
|
625,533
|
147,767
|
477,766
|
|||||||||
Research, development, and promotion
|
563,885
|
174,500
|
389,385
|
|||||||||
Transfer agent and filing fees
|
1,635
|
2,410
|
(775
|
)
|
||||||||
Office supplies and other general expenses
|
132,730
|
43,202
|
89,528
|
|||||||||
Total general and administrative expenses
|
$ |
1,483,109
|
$ |
426,093
|
$ |
1,057,016
|
Andy Tucker
|
5,447,019
|
Founder of Ga Du
|
Deep Spring Holdings LLC
|
2,150,000
|
(L. John Lewis) Founder of Ga Du
|
Wendy Maguire
|
1,000,000
|
Founder of Ga Du
|
Dante Jones
|
1,000,000
|
Founder of Ga Du
|
Integrated Financial Solutions, LLC
|
2,150,000
|
(Tad Gygi) Business Development Advisor
|
S. Randall Oveson
|
1,000,000
|
Advisor to L. John Lewis
|
Michael Rountree
|
1,126,491
|
Chief Operating Officer of ESSI
|
Sharon Mitchell
|
563,245
|
Legal Counsel for ESSI
|
Jacqueline Danforth
|
563,245
|
Accountant for ESSI
|
Deep Sea Solutions
|
1,000,000
|
Transaction Fee
|
Total
|
16,000,000
|
|
Exhibit Number
|
Exhibit Description
|
Filed Previously
|
Filed herewith
|
*
|
|
||
*
|
|
||
*
|
|
||
*
|
|
||
*
|
|
||
*
|
|
||
*
|
|
||
*
|
|
||
(31)
|
Rule 13a-14(a)/15d-14(a) Certifications
|
|
|
|
*
|
||
|
*
|
||
(32)
|
Section 1350 Certifications
|
|
|
|
*
|
||
|
*
|
||
(101)
|
Interactive Data Files
|
|
|
|
*
|
||
|
*
|
||
|
*
|
||
|
*
|
||
|
*
|
||
|
*
|
|
|
|
ECO SCIENCE SOLUTIONS, INC.
|
|
|
|
|
Dated: November 3, 2017
|
/s/ Jeffery Taylor
|
|
Jeffery Taylor
|
|
President, Chief Executive Officer, Secretary and Director
|
1 Year Eco Science Solutions (CE) Chart |
1 Month Eco Science Solutions (CE) Chart |
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