![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
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 |
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended October 31, 2020
|
|
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from __________ to __________
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
||
None
|
N/A
|
N/A
|
Large accelerated filer[ ]
|
Accelerated filer [ ]
|
Non-accelerated filer[ ]
|
Smaller reporting company [X]
|
Emerging growth company [ ]
|
Page
|
||
PART I – FINANCIAL INFORMATION
|
||
4
|
||
5
|
||
13
|
||
13
|
||
PART II – OTHER INFORMATION
|
||
14
|
||
16
|
||
17
|
||
17
|
||
17
|
||
17
|
||
17
|
||
18
|
Page
|
|
Unaudited Condensed Consolidated Balance Sheets as of October 31, 2020 and January 31, 2020
|
F-1
|
Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended October 31, 2020 and 2019
|
F-2
|
Unaudited Condensed Consolidated Statements of Stockholders’ Deficit
|
F-3
|
Unaudited Condensed Consolidated Statements of Cash Flows for the three and nine months ended October 31, 2020 and 2019
|
F-4
|
Notes to the Unaudited Condensed Consolidated Financial Statements
|
F-5 to F-25
|
|
October 31,
2020
|
January 31,
2020
|
||||||
ASSETS
|
(Unaudited)
|
(Audited)
|
||||||
Current assets
|
||||||||
Cash
|
$
|
4,888
|
$
|
2,877
|
||||
Accounts receivable, related party
|
10,788
|
2,697
|
||||||
Accounts receivable
|
11,989
|
20,744
|
||||||
Prepaid expenses
|
32,992
|
32,992
|
||||||
Total current assets
|
60,657
|
59,310
|
||||||
|
||||||||
Property and equipment, net
|
-
|
1,741
|
||||||
|
||||||||
TOTAL ASSETS
|
$
|
60,657
|
$
|
61,051
|
||||
|
||||||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
3,611,104
|
$
|
2,871,720
|
||||
Related party payables
|
1,556,757
|
1,365,333
|
||||||
Notes payable, short-term, related party
|
1,676,274
|
1,298,649
|
||||||
Notes payable
|
4,110,118
|
4,115,118
|
||||||
Convertible note, net
|
1,656,213
|
1,656,213
|
||||||
Total current liabilities
|
12,610,466
|
11,307,033
|
||||||
|
||||||||
Total liabilities
|
12,610,466
|
11,307,033
|
||||||
|
||||||||
Stockholders' deficit
|
||||||||
Preferred stock, $0.001 par, 50,000,000 shares authorized, none issued and outstanding at October 31, 2020 and January 31, 2020
|
-
|
-
|
||||||
Common stock, $0.0001 par, 650,000,000 shares authorized, 48,557,572 shares issued and 47,557,572 outstanding at October 31, 2020 and January 31, 2020
|
4,856
|
4,856
|
||||||
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
|
61,804,744
|
61,804,744
|
||||||
Accumulated deficit
|
(74,351,909
|
)
|
(73,048,082
|
)
|
||||
Total stockholders' deficit
|
(12,549,809
|
)
|
(11,245,982
|
)
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$
|
60,657
|
$
|
61,051
|
For the Three Months
Ended October 31,
|
For the Nine Months
Ended October 31,
|
|||||||||||||||
|
2020
|
2019
|
2020
|
2019
|
||||||||||||
Revenue
|
$
|
12,732
|
$
|
9,194
|
$
|
44,991
|
$
|
9,194
|
||||||||
Revenue, related parties
|
2,697
|
4,197
|
8,091
|
4,197
|
||||||||||||
Total revenue
|
15,429
|
13,391
|
53,082
|
13,391
|
||||||||||||
|
||||||||||||||||
Operating Expenses
|
||||||||||||||||
Cost of revenue
|
12,625
|
17,754
|
39,269
|
17,754
|
||||||||||||
193
|
1,106
|
1,741
|
3,317
|
|||||||||||||
Legal, accounting and audit fees
|
42,784
|
69,139
|
108,021
|
207,089
|
||||||||||||
Management and consulting fees
|
214,122
|
75,541
|
372,123
|
643,541
|
||||||||||||
Research, development, and promotion
|
36,892
|
66,468
|
108,413
|
86,232
|
||||||||||||
Office supplies and other general expenses
|
7,692
|
19,655
|
23,864
|
81,611
|
||||||||||||
Advertising and marketing
|
1,810
|
10,599
|
5,050
|
38,502
|
||||||||||||
Total operating expenses
|
260,262
|
658,481
|
1,078,046
|
|||||||||||||
|
||||||||||||||||
Net operating loss
|
(300,689
|
)
|
(246,871
|
)
|
(605,399
|
)
|
(1,064,655
|
)
|
||||||||
|
||||||||||||||||
Other income (expenses)
|
||||||||||||||||
Interest income
|
-
|
3,000
|
-
|
9,000
|
||||||||||||
Interest expense
|
(64,723
|
)
|
(63,204
|
)
|
(191,926
|
)
|
(186,308
|
)
|
||||||||
Other expense
|
(506,502
|
)
|
(127,833
|
)
|
(506,502
|
)
|
(127,833
|
)
|
||||||||
Total other income (expenses)
|
(571,225
|
)
|
(180,037
|
)
|
(698,428
|
)
|
(305,141
|
)
|
||||||||
|
||||||||||||||||
Net loss
|
$
|
(871,914
|
)
|
$
|
(434,908
|
)
|
$
|
(1,303,827
|
)
|
$
|
(1,369,796
|
)
|
||||
|
||||||||||||||||
Net loss per common share - basic and diluted
|
$
|
(0.02
|
)
|
$
|
(0.01
|
)
|
$
|
(0.03
|
)
|
$
|
(0.02
|
)
|
||||
|
||||||||||||||||
Weighted average common shares outstanding - basic and diluted
|
47,557,572
|
47,557,572
|
47,557,572
|
47,557,572
|
||||||||||||
|
|
Preferred Stock
|
Common Stock
|
Treasury Stock
|
Additional
Paid in
|
Accumulated
|
|||||||||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
|||||||||||||||||||||||||||
Balance, January 31, 2020
|
-
|
$
|
-
|
47,557,572
|
$
|
4,756
|
(1,000,000
|
)
|
$
|
(7,500
|
)
|
$
|
61,714,844
|
$
|
(73,048,082
|
)
|
$
|
(11,245,982
|
)
|
|||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(172,947
|
)
|
(172,947
|
)
|
|||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Balance, April 30, 2020
|
-
|
-
|
47,557,572
|
4,756
|
(1,000,000
|
)
|
(7,500
|
)
|
61,714,844
|
(73,221,029
|
)
|
(11,418,929
|
)
|
|||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(258,966
|
)
|
(258,966
|
)
|
|||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Balance, July 31, 2020
|
-
|
-
|
47,557,572
|
4,756
|
(1,000,000
|
)
|
(7,500
|
)
|
61,714,844
|
(73,479,995
|
)
|
(11,677,895
|
)
|
|||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(871,914
|
)
|
(871,914
|
)
|
|||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Balance, October 31, 2020
|
-
|
$
|
-
|
47,557,572
|
$
|
4,756
|
(1,000,000
|
)
|
$
|
(7,500
|
)
|
$
|
61,714,844
|
$
|
(74,351,909
|
)
|
$
|
(12,549,809
|
)
|
|
Preferred Stock
|
Common Stock
|
Treasury Stock
|
Additional
Paid in
|
Accumulated
|
|||||||||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
|||||||||||||||||||||||||||
Balance, January 31, 2019
|
-
|
$
|
-
|
48,557,572
|
$
|
4,856
|
(1,000,000
|
)
|
$
|
(7,500
|
)
|
$
|
61,804,744
|
$
|
(71,181,452
|
)
|
$
|
(9,379,352
|
)
|
|||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(511,455
|
)
|
(511,455
|
)
|
|||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Balance, April 30, 2019
|
-
|
-
|
48,557,572
|
4,856
|
(1,000,000
|
)
|
(7,500
|
)
|
61,804,744
|
(71,692,907
|
)
|
(9,890,807
|
)
|
|||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(423,433
|
)
|
(423,433
|
)
|
|||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Balance, July 31, 2019
|
-
|
-
|
48,557,572
|
4,856
|
(1,000,000
|
)
|
(7,500
|
)
|
61,804,744
|
(72,116,340
|
)
|
(10,314,240
|
)
|
|||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(434,908
|
)
|
(434,908
|
)
|
|||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Balance, October 31, 2019
|
-
|
$
|
-
|
48,557,572
|
$
|
4,856
|
(1,000,000
|
)
|
$
|
(7,500
|
)
|
$
|
61,804,744
|
$
|
(72,551,248
|
)
|
$
|
(10,749,148
|
)
|
|
For the Nine Months ended
October 31,
|
|||||||
|
2020
|
2019
|
||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(1,303,827
|
)
|
$
|
(1,369,796
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation
|
1,741
|
3,317
|
||||||
Bad debt on uncollected loan receivable
|
-
|
100,000
|
||||||
Bad debt on uncollected interest receivable
|
-
|
27,833
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Decrease (increase) in accounts receivable, related party
|
(8,091
|
)
|
-
|
|||||
Decrease (increase) in accounts receivable
|
8,755
|
(4,896
|
)
|
|||||
Decrease (increase) in interest receivable
|
-
|
(9,000
|
)
|
|||||
Decrease (increase) in prepaid expenses
|
-
|
(4,865
|
)
|
|||||
Increase (decrease) in accounts payable and accrued expenses
|
739,384
|
436,772
|
||||||
Increase (decrease) in related party payables
|
191,424
|
250,317
|
||||||
Net cash used in operating activities
|
(370,614
|
)
|
(570,318
|
)
|
||||
|
||||||||
Cash Flows from Investing Activities:
|
||||||||
Net cash used in investing activities
|
-
|
-
|
||||||
|
||||||||
Cash flows from financing activities:
|
||||||||
Note payable
|
(5,000
|
)
|
-
|
|||||
Note payable, related party
|
377,625
|
578,333
|
||||||
Net cash provided by financing activities
|
372,625
|
578,333
|
||||||
|
||||||||
Net decrease in cash
|
2,011
|
8,015
|
||||||
|
||||||||
Cash-beginning of period
|
2,877
|
1,609
|
||||||
|
||||||||
Cash-end of period
|
$
|
4,888
|
$
|
9,624
|
||||
|
||||||||
SUPPLEMENTAL DISCLOSURES
|
||||||||
Interest paid
|
$
|
-
|
$
|
-
|
||||
Income taxes paid
|
$
|
-
|
$
|
-
|
|
October 31,
2020
|
January 31,
2020
|
||||||
Office equipment
|
$
|
15,528
|
$
|
15,528
|
||||
Less: accumulated depreciation and amortization
|
(15,528
|
)
|
(13,787
|
)
|
||||
Total property and equipment, net
|
$
|
-
|
$
|
1,741
|
|
October 31,
2020
|
January 31,
2020
|
||||||
Office lease – Security deposits
|
$
|
13,127
|
$
|
13,127
|
||||
Prepaid other expenses
|
19,865
|
19,865
|
||||||
Total prepaid expense
|
$
|
32,992
|
$
|
32,992
|
|
October 31,
2020
|
January 31,
2020
|
||||||
Note 1 in fiscal year 2017 each due in three months from issuance date
|
$
|
14,930
|
$
|
14,930
|
||||
Note 2 in fiscal year 2017 due in three months from issuance date
|
50,000
|
50,000
|
||||||
Note 3 in fiscal year 2017, 2018 and 2019, each due in twelve months from issuance date
|
3,725,500
|
3,730,500
|
||||||
Note 4 in fiscal year 2017, each due in nine months from issuance date
|
305,266
|
305,266
|
||||||
Note 5 in fiscal year 2019 due in nine months from issuance date
|
14,422
|
14,422
|
||||||
Total
|
$
|
4,110,118
|
$
|
4,115,118
|
|
For the Three Months
Ended October 31,
|
For the Nine Months
Ended October 31,
|
||||||||||||||
|
2020
|
2019
|
2020
|
2019
|
||||||||||||
Interest expenses
|
$
|
57,259
|
$
|
57,447
|
$
|
170,565
|
$
|
170,468
|
|
For the Three Months
Ended October 31,
|
For the Nine Months
Ended October 31,
|
||||||||||||||
|
2020
|
2019
|
2020
|
2019
|
||||||||||||
Interest expense
|
$
|
37
|
$
|
37
|
$
|
111
|
$
|
111
|
|
October 31,
2020
|
January 31,
2020
|
||||||
Interest payable
|
$
|
666
|
$
|
555
|
||||
Note payable
|
$
|
14,930
|
$
|
14,930
|
|
For the Three Months
Ended October 31,
|
For the Nine Months
Ended October 31,
|
||||||||||||||
|
2020
|
2019
|
2020
|
2019
|
||||||||||||
Interest expense
|
$
|
127
|
$
|
126
|
$
|
375
|
$
|
374
|
|
October 31,
2020
|
January 31,
2020
|
||||||
Interest payable
|
$
|
2,001
|
$
|
1,626
|
||||
Note payable
|
$
|
50,000
|
$
|
50,000
|
|
For the Three Months
Ended October 31,
|
For the Nine Months
Ended October 31,
|
||||||||||||||
|
2020
|
2019
|
2020
|
2019
|
||||||||||||
Interest expense
|
$
|
56,342
|
$
|
56,531
|
$
|
167,837
|
$
|
167,749
|
|
October 31,
2020
|
January 31,
2020
|
||||||
Interest payable
|
$
|
660,788
|
$
|
492,951
|
||||
Note payable
|
$
|
3,725,500
|
$
|
3,730,500
|
|
For the Three Months
Ended October 31,
|
For the Nine Months
Ended October 31,
|
||||||||||||||
|
2020
|
2019
|
2020
|
2019
|
||||||||||||
Interest expense
|
$
|
717
|
$
|
716
|
$
|
2,134
|
$
|
2,126
|
|
October 31,
2020
|
January 31,
2020
|
||||||
Interest payable
|
$
|
6,440
|
$
|
4,306
|
||||
Note payable
|
$
|
305,266
|
$
|
305,266
|
|
For the Three Months
Ended October 31,
|
For the Nine Months
Ended October 31,
|
||||||||||||||
|
2020
|
2019
|
2020
|
2019
|
||||||||||||
Interest expense
|
$
|
36
|
$
|
37
|
$
|
108
|
$
|
108
|
|
October 31,
2020
|
January 31,
2020
|
||||||
Interest payable
|
$
|
291
|
$
|
183
|
||||
Note payable
|
$
|
14,422
|
$
|
14,422
|
(a)
|
Convert the $1,407,781 Debt, plus accrued interest, into shares of Eco Science Solutions, Inc. Common Stock, at the rate of 15% discount to the closing price on the day of lender's conversion request, per
share; or
|
(b)
|
Lender may demand full payment of $1,407,781 or any unpaid balance of the original debt, plus accrued interest from the Company.
|
|
October 31,
2020
|
January 31,
2020
|
||||||
Principal amount
|
$
|
1,407,781
|
$
|
1,407,781
|
||||
Liability on stock settled debt
|
248,432
|
248,432
|
||||||
Convertible notes payable, net
|
$
|
1,656,213
|
$
|
1,656,213
|
|
For the Three Months
Ended October 31,
|
For the Nine Months
Ended October 31,
|
||||||||||||||
|
2020
|
2019
|
2020
|
2019
|
||||||||||||
Interest expense
|
$
|
3,598
|
$
|
3,598
|
$
|
10,715
|
$
|
10,676
|
|
October 31,
2020
|
January 31,
2020
|
||||||
Related party payables (1)(2)(4)(5)(6)(7)
|
$
|
1,556,757
|
$
|
1,365,333
|
||||
Notes payable (3)(4)
|
1,676,274
|
1,298,649
|
||||||
Total related party transactions
|
$
|
3,233,031
|
$
|
2,371,738
|
|
Three Months Ended
October 31,
|
Nine Months Ended
October 31,
|
||||||||||||||
|
2020
|
2019
|
2020
|
2019
|
||||||||||||
Mr. Jeffery Taylor (1)
|
$
|
28,750
|
$
|
28,750
|
$
|
86,250
|
$
|
86,250
|
||||||||
Mr. Don Lee Taylor (1)
|
26,250
|
26,250
|
78,750
|
78,750
|
||||||||||||
Ms. Jennifer Taylor (2)
|
9,000
|
9,000
|
27,000
|
27,000
|
||||||||||||
Mr. Michael Rountree (4)
|
30,000
|
30,000
|
90,000
|
90,000
|
||||||||||||
L. John Lewis (5)
|
-
|
(20,000
|
)
|
-
|
40,000
|
|||||||||||
S. Randall Oveson (6)
|
-
|
(20,000
|
)
|
-
|
40,000
|
|||||||||||
Mr. Andy Tucker (7)
|
-
|
(13,333
|
)
|
-
|
46,667
|
|||||||||||
|
$
|
94,000
|
$
|
184,000
|
$
|
282,000
|
$
|
408,667
|
|
Three Months Ended
October 31,
|
Nine Months Ended
October 31,
|
||||||||||||||
|
2020
|
2019
|
2020
|
2019
|
||||||||||||
Mr. Jeffery Taylor (3)
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
21
|
||||||||
Mr. Don Lee Taylor (3)
|
33
|
33
|
98
|
108
|
||||||||||||
Mr. Michael Rountree (4)
|
3,405
|
1,697
|
9,272
|
3,763
|
||||||||||||
Mr. Lewis (5)
|
428
|
429
|
1,276
|
1,272
|
||||||||||||
|
$
|
3,866
|
$
|
2,159
|
$
|
10,646
|
$
|
5,164
|
|
Three Months Ended
October 31,
|
Nine Months Ended
October 31,
|
|||||||||||
|
2020
|
2019
|
2020
|
2019
|
|||||||||
Greenfield Groves Inc. (5)
|
$
|
2,697
|
$
|
4,197
|
$
|
8,091
|
$
|
4,197
|
(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
November 20, 2020 each of Mr. Jeffery Taylor and Mr. Don Lee Taylor resigned as officers and directors 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 nine months ended October 31, 2020, the company paid $106,500 to Mr. Jeffery Taylor and $0 to Mr. Don Lee Taylor. As at October 31, 2020 there was a total of $38,887 owing to Mr. Jeffery Taylor (January 31, 2020 -
$59,137) and $270,450 to Mr. Don Lee Taylor (January 31, 2020 - $191,700), respectively, in accrued and unpaid salary under the terms of the employment agreement.
|
(2)
|
For three and nine months ended October 31, 2020 and October 31, 2019 the Company was invoiced a total of $9,000 and $27,000, respectively, as consulting services by Ms. Jennifer Taylor, sister of the Company's
officers and directors. As at October 31, 2020 there was a total of $85, 000 in accrued and unpaid (January 31, 2020 - $58,000) consulting fees.
|
(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 at October 31, 2020 there was a total of $0 owing to Mr.
Jeffery Taylor (January 31, 2020 - $0) and $13,000 to Mr. Don Lee Taylor (January 31, 2020 - $13,000), respectively.
|
(4)
|
On June 21, 2017, the Company entered into an employment agreement with Michael Rountree whereby Mr. Rountree agreed to serve as the Company's Chief Operating Officer for two years unless terminated earlier in
accordance with the agreement. During his period of employment, Mr. Rountree 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. We recorded $120,000 in the fiscal years ended January 31, 2020 and 2019 under the terms of this agreement, all of which remains unpaid. As at October 31, 2020 there was a total of $410,000 (January 31, 2020 - $320,000) in
accrued and unpaid salary under the terms of the employment agreement.
During the year ended January 31, 2019, the Company issued promissory notes to Rountree Consulting, a company controlled by Mr. Rountree, in the accumulated amount of $379,319.
During the fiscal year ended January 31, 2020 the Company issued promissory notes to Rountree Consulting, a company controlled by Mr. Rountree, in the accumulated amount of $805,901. The notes bear interest at
a rate of 1% per annum, each is due nine months from issue date.
During the nine months ended October 31, 2020, the Company issued promissory notes to Rountree Consulting, a company controlled by Mr. Rountree, in the accumulated amount of $377,625.
|
(4)
|
Licensing agreement with Haiku Holdings LLC ("Haiku")
On March 1, 2019 the Company and Haiku Holdings LLC "Haiku", a company controlled by our COO, Mr. Rountree, entered into a Trademark Licensing Agreement. Under the terms of the agreement, the Licensed Marks,
including and incorporating Herbo, may be used by Haiku to facilitate the Company's business including lead generation and referral services. Further, as a result of any revenue generating business generated by Haiku, the Company shall
receive 90% of the net revenue. The license remains in effect for a period of ten (10) years from the effective date of the agreement and may be terminated on sixty (60) days written notice by the Company should there be a material breach
which remains uncured, or at any time on ten (10) days written notice by Haiku without cause.
Software Reseller Agreement with Haiku Holdings LLC ("Haiku")
Effective July 1, 2019, the Company (“Reseller”) entered into a Software Reseller Agreement with respect to the Herbo suite of software offerings with Haiku (“Licensor”). Licensor is the owner of certain
computer software-as-a-service offerings and related documentation that it provides to end users. Under the terms of the agreement, the Reseller desires (a) a non-exclusive license of the Software and (b) a non-exclusive, non-transferable,
non-assignable and limited right and license to reproduce, market, and distribute such Software, and Licensor agrees to grant to Reseller such right and license. Under the terms of the agreement for each respective End User License Agreement
(EULA) entered into with an End User, Reseller shall pay Licensor the corresponding license fee for the software usage of 10% of gross receipts from End Users. Fees are due on or prior to the 15th day of each calendar month in respect of all
gross receipts received from End Users during the previous calendar month.
During the three and nine months ended October 31, 2020 the company recorded $1,543 and $5,278 as license fees under costs of sales, respectively. During the three and nine months ended October 31, 2019 the
company recorded $1,339 and $1,339 as license fees under costs of sales, respectively.
|
(5)
|
Revenue from Greenfield Groves Inc.
Greenfield Groves Inc. is owned by Lindsay Giguiere, wife of Gannon Giguiere, who is the president of Phenix Ventures LLC (See Note 11(b) below), and an over 5% shareholder of the Company’s common stock.
|
(6)
|
On June 21, 2017, Ga-Du entered into an employment agreement with L. John Lewis whereby 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. The employment agreement was not renewed on expiry. As at October 31, 2020 there was a total of $240,000 in accrued and unpaid salary under the terms of the employment agreement (January 31, 2020 - $240,000).
During the three months ended April 30, 2018, Mr. Lewis paid $175,000 to third parties on behalf of the Company which amount has been recorded in Accounts payable – related parties.
On July 31, 2018, the Company issued promissory notes to Mr. Lewis to convert the payable to note payable in the amount of $170,000. The notes bear interest at a rate of 1% per annum, each is due nine month
from issue date.
On April 15, 2020 Mr. L. John Lewis resigned all positions with the Company’s wholly owned subsidiary Ga-Du and also resigned as a director of ESSI.
|
(7)
|
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 whereby 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. Oveson 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. The employment agreement was not renewed on expiry. As at October 31, 2020 there was a total of $240,000 in accrued and unpaid salary under the terms of the
employment agreement (January 31, 2020 - $240,000).
|
|
|
(8)
|
On June 21, 2017, Ga-Du entered into a consulting agreement with Andy Tucker, whereby 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. The employment agreement was not renewed on expiry. As at October 31, 2020 there was a total of $240,000 in accrued and unpaid salary under the terms of the employment agreement (January 31, 2020 - $240,000). Mr. Tucker holds
approximately 11.45% of the Company's issued and outstanding shares.
|
(a)
|
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. On expiry of the lease, and to date, the Company continues to occupy the space on
a month to month basis at a rate of approximately $866 per month including operating costs.
|
(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%. 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.
A Complaint was filed against Gannon Giguiere, president of Phenix Ventures, in July 2018, by the SEC, which alleges Mr. Giguiere's involvement in certain activities, of which the Company, its' officers,
board members, and others directly involved with the Company, have no knowledge of. Until the Complaint is resolved, no funding will be provided by Phenix Ventures to the Company. To date, there have been no Put Notices and no funding
available from Phenix Ventures under the Registration Statement; additionally, no shares have been issued pursuant to the registration statement.
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.
|
|
The Company filed an S-1 Registration Statement in respect of the foregoing on January 27, 2017 which received Effect by the Securities and Exchange Commission, on May 15, 2017. To date there has been no
funding provided under the aforementioned agreement.
|
(c)
|
On June 21, 2017, Ga-Du entered into an employment agreement with Ms. Wendy Maguire, whereby Ms. Maguire accepted employment as Vice President, business development of Ga-Du for two years unless terminated
earlier in accordance with the agreement. During her period of employment, Ms. Maguire had a base salary at an annual rate of $120,000. Ms. Maguire resigned as Vice President, Business Development on December 12, 2018. Prior to her
resignation Ms. Maguire filed a Complaint in the United States District Court from the Western District of Washington for payment of accrued and unpaid wages, legal fees and damages. The Company ceased to accrue fees for Ms. Maguire
following receipt of the complaint (ref: Note 12).
|
(d)
|
On June 21, 2017, Ga-Du entered into an employment agreement with Mr. Dante Jones, whereby Mr. Jones accepted employment as Special Advisor to Ga-Du for two years unless terminated earlier in accordance with
the agreement. During his period of employment, Mr. Jones 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. The employment agreement was not renewed on expiry.
|
(e)
|
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 sub landlord 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 the first month of rent is free of charge. In the second year the
monthly base rent increases to $15,173. In the third year the monthly base rent increases to $15,810. The Company has remitted a security deposit in the amount of $15,810 in respect of this sublease. 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. During the period ended April 30, 2018 the Company accrued rent in respect to this sublease for the months of
March and April 2018 including applicable operating costs. Subsequent to October 31, 2018 the Company has abandoned the space without payment or further accruals, and the lease has been effectively terminated. A balance of $21,051 remains
due and payable as at October 31, 2020 and January 31, 2020.
|
(f)
|
The Company has entered into verbal agreements with Take2L, an arms length third party, to develop and service our current technology platform in consideration for certain fees as invoiced monthly. On
September 1, 2018, Take2L invoiced $350,000 to the Company in respect of the ongoing development of software to support our platform.
As at October 31, 2020 and January 31, 2020 an amount of $768,810 is due and payable to Take 2L in respect to invoices issued for services rendered. The Company has been unable to settle these invoices as
they have come due. Take 2L has had a long working relationship with our Chief Operating Officer, Mr. Rountree, and with regard to other business; Take 2L has no relationship with the Company other than as a provider of services to the
Company and does not hold any shares in the Company. Take 2L has continued to provide the Company essential services during the shortfall in funds to meet operational overhead as it comes due and it is expected these accounts will be
settled in full as soon as resources become available.
|
(g)
|
During fiscal 2019 the Company entered into a Consulting Agreement with Standard Consulting LLC (the "Consultant") where under the Consultant provided business development and evaluation services relative to
the strategic growth of the Company. Under the terms of the contract the Consultant was compensated at a rate of $120,000 per year, payable quarterly on the first day of each quarter with a commencement date of May 1, 2018, for an initial
term of six months, and renewable for a further six months on mutual agreement of the parties. Further the Company may settle amounts payable to Consultant by way of issuance of shares on 15 days notice. Any shares issued under the
contract for services rendered will be issued at a 15% discount to market based on the closing market price on the day before the first day of the quarter. A further 1,000,000 restricted shares shall be issued upon commencement of the term
and are subject to a six-month leak out restriction once available for resale under Rule 144. The shares were issued prior to January 31, 2019 and the contract was renewed for a further six-month term during November 2018. The contract
terminated at the end of April 2019.
|
(h)
|
On February 1, 2019 the Company and a third party entered into a Consulting Services agreement whereunder the Consultant will provide development services relative to a suite of software for managing
operations including accounting, inventory control and management, data management, reporting and compliance, lead generation and marketing, CRM sales management and certain other key functions. The term of the agreement is three (3) months
shall be automatically renewed for successive three (3) month periods unless canceled in writing by either party thirty (30) days prior to the expiration of each term. Compensation shall be $10,000 per month payable by way of six
installments of $5,000, payable February 1, 2019, and each fifteen days thereafter. On May 31, 2019, the Consultant terminated the contract, and each of the Consultant and the Company agreed the termination shall take immediately effect
with no further compensation payable.
|
I.
|
The resignation of Jeffery Taylor as Chairman of the Board to the Company; and Don Taylor as Chief Financial Officer and a member of the Board of Directors;
|
II.
|
Appointment of Carl Mudd or such individual with similar background and qualifications to serve as Ombudsman and as Chairman of the Board.
|
III.
|
The following shareholders have been ordered to return a cumulative total of 3,500,000 shares of the Company’s common stock to treasury for cancellation, as set out below:
|
(a)
|
Gannon Giguiere – 1,500,000 shares; (b) Jeffery Taylor – 750,000 shares; (c) Don Taylor – 750,000 shares; (d) L John Lewis – 250,000 shares; and (e) S Randall Oveson – 250,000 Shares
|
IV.
|
The Company shall issue 1,400,000 restricted common stock to the law firm of Robbins, LLP, as consideration for attorney fees;
|
V.
|
The Company shall enter into a Promissory Note with the law firm of Robbins, LLC for in the amount of Three Hundred Fifty Thousand Dollars ($350,000) with respect to legal fees incurred, note bearing
interest at a rate of six (6%) percent per annum calculated monthly with all interest and principal due and payable no later than three (3) years from the date of the final Settlement approval;
|
VI.
|
Debt in the amount of One Million Five Hundred Thousand Dollars ($1,500,000) held by Phenix Ventures LLC, a company controlled by Gannon Giguiere, shall be immediately forgiven and canceled.
|
For the Three Months
Ended October 31,
|
||||||||
2020
|
2019
|
|||||||
Revenue
|
$
|
12,732
|
$
|
9,194
|
||||
Revenue, related parties
|
2,697
|
4,197
|
||||||
Total revenue
|
15,429
|
13,391
|
||||||
Operating expenses:
|
||||||||
Cost of revenue
|
12,625
|
17,754
|
||||||
Depreciation
|
193
|
1,106
|
||||||
Legal, accounting and audit fees
|
42,784
|
69,139
|
||||||
Management and consulting fees
|
214,122
|
75,541
|
||||||
Research, development, and promotion
|
36,892
|
66,468
|
||||||
Office supplies and other general expenses
|
7,692
|
19,655
|
||||||
Advertising and marketing
|
1,810
|
10,599
|
||||||
Total operating expenses
|
316,118
|
260,262
|
||||||
Net operating loss
|
(300,689
|
)
|
(246,871
|
)
|
||||
Other income (expenses)
|
||||||||
Interest income
|
-
|
3,000
|
||||||
Interest expense
|
(64,723
|
)
|
(63,204
|
)
|
||||
Other expense
|
(506,502
|
)
|
(127,833
|
)
|
||||
Total other income (expense)
|
(571,225
|
)
|
(434,908
|
)
|
||||
Net loss
|
$
|
(871,914
|
)
|
$
|
(434,908
|
)
|
||
For the three Months
Ended October 31,
|
||||||||||||
2020
|
2019
|
Variances
|
||||||||||
Operating expenses:
|
||||||||||||
Cost of revenue
|
$
|
12,625
|
$
|
17,754
|
$
|
(5,129
|
)
|
|||||
Depreciation
|
193
|
1,106
|
(913
|
)
|
||||||||
Legal, accounting and audit fees
|
42,784
|
69,139
|
(26,355
|
)
|
||||||||
Management and consulting fees
|
214,122
|
75,541
|
138,581
|
|||||||||
Research, development, and promotion
|
36,892
|
66,468
|
(29,576
|
)
|
||||||||
Office supplies and other general expenses
|
7,692
|
19,655
|
(11,963
|
)
|
||||||||
Advertising and marketing
|
1,810
|
10,599
|
(8,789
|
)
|
||||||||
Total operating expenses
|
$
|
316,118
|
$
|
260,262
|
$
|
55,856
|
For the Nine Months
Ended October 31,
|
||||||||
2020
|
2019
|
|||||||
Revenue
|
$
|
44,991
|
$
|
9,194
|
||||
Revenue, related parties
|
8,091
|
4,197
|
||||||
Total revenue
|
53,082
|
13,391
|
||||||
Operating expenses:
|
||||||||
Cost of revenue
|
39,269
|
17,754
|
||||||
Depreciation
|
1,741
|
3,317
|
||||||
Legal, accounting and audit fees
|
108,021
|
207,089
|
||||||
Management and consulting fees
|
372,123
|
643,541
|
||||||
Research, development, and promotion
|
108,413
|
86,232
|
||||||
Office supplies and other general expenses
|
23,864
|
81,611
|
||||||
Advertising and marketing
|
5,050
|
38,502
|
||||||
Total operating expenses
|
658,481
|
1,078,046
|
||||||
Net operating loss
|
(605,399
|
)
|
(1,064,655
|
)
|
||||
Other income (expenses)
|
||||||||
Interest income
|
-
|
9,000
|
||||||
Interest expense
|
(191,926
|
)
|
(186,308
|
)
|
||||
Total other income (expense)
|
(506,502
|
)
|
(127,833
|
)
|
||||
Total other incomes (expense)
|
(698,428
|
)
|
(305,141
|
)
|
||||
Net loss
|
$
|
(1,303,827
|
)
|
$
|
(1,369,796
|
)
|
For the Nine Months
Ended October 31,
|
||||||||||||
2020
|
2019
|
Variances
|
||||||||||
Operating expenses:
|
||||||||||||
Cost of revenue
|
$
|
39,269
|
$
|
17,754
|
$
|
21,515
|
||||||
Depreciation
|
1,741
|
3,317
|
(1,576
|
)
|
||||||||
Legal, accounting and audit fees
|
108,021
|
207,089
|
(99,068
|
)
|
||||||||
Management and consulting fees
|
372,123
|
643,541
|
(271,418
|
)
|
||||||||
Research, development, and promotion
|
108,413
|
86,232
|
22,181
|
|||||||||
Office supplies and other general expenses
|
23,864
|
81,611
|
(57,747
|
)
|
||||||||
Advertising and marketing
|
5,050
|
38,502
|
(33,452
|
)
|
||||||||
Total operating expenses
|
$
|
658,481
|
$
|
1,078,046
|
$
|
(419,565
|
)
|
I.
|
The resignation of Jeffery Taylor as Chairman of the Board to the Company; and Don Taylor as Chief Financial Officer and a member of the Board of Directors;
|
II.
|
Appointment of Carl Mudd or such individual with similar background and qualifications to serve as Ombudsman and as Chairman of the Board.
|
III.
|
The following shareholders have been ordered to return a cumulative total of 3,500,000 shares of the Company’s common stock to treasury for cancellation, as set out below:
|
(a)
|
Gannon Giguiere – 1,500,000 shares; (b) Jeffery Taylor – 750,000 shares; (c) Don Taylor – 750,000 shares; (d) L John Lewis – 250,000 shares; and (e) S Randall Oveson – 250,000 Shares
|
IV.
|
The Company shall issue 1,400,000 restricted common stock to the law firm of Robbins, LLP, as consideration for attorney fees;
|
V.
|
The Company shall enter into a Promissory Note with the law firm of Robbins, LLC for in the amount of Three Hundred Fifty Thousand Dollars ($350,000) with respect to legal fees incurred, note bearing interest
at a rate of six (6%) percent per annum calculated monthly with all interest and principal due and payable no later than three (3) years from the date of the final Settlement approval;
|
VI.
|
Debt in the amount of One Million Five Hundred Thousand Dollars ($1,500,000) held by Phenix Ventures LLC, a company controlled by Gannon Giguiere, shall be immediately forgiven and canceled.
|
ECO SCIENCE SOLUTIONS, INC.
|
||
December 21, 2020
|
/s/ Jeffery Taylor
|
|
Jeffery Taylor
|
||
Cheif Executive Officer
|
1 Year Eco Science Solutions (CE) Chart |
1 Month Eco Science Solutions (CE) Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions