10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2014

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES 

 EXCHANGE ACT OF 1934

For the transition period from [ ] to [ ]

Commission file number 000-54803

ECO SCIENCE SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada	46-4199032
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3250 NE 1st Avenue, Suite 305, Miami FL	33137
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number:	305-460-2259

N/A

 (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days.					Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registration statement was required to submit and post such files).					Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
	Large accelerated filer	¨	Accelerated filer	¨
	Non-accelerated filer	¨	Smaller reporting company	þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).					Yes ¨ No þ

Indicate the number of shares outstanding of each of the registrant’s

classes of common stock as of the latest practicable date.

28,893,001 Common Shares issued and outstanding as of September 15, 2014

DOCUMENTS INCORPORATED BY REFERENCE: None

PART I-FINANCIAL INORMATION

ITEM 1. FINANCIAL STATEMENTS

The Company’s unaudited interim consolidated financial statements for the six month period ended July 31, 2014 form a part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

These financial statements should be read in conjunction with the audited financial statements and notes included thereto for the year ended January 31, 2014 on Form 10-K, as filed with the Securities and Exchange Commission on May 14, 2014.

2

ECO SCIENCE SOLUTIONS, INC.
(formerly Eaton Scientific Systems, Inc.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
		July 31, 2014			January 31, 2014
		(Unaudited)
ASSETS
Current assets
	Cash	$	2,149		$	5,684
	Total current assets		2,149			5,684
	TOTAL ASSETS	$	2,149		$	5,684
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
	Accounts payable and accrued expenses	$	30,787		$	37,856
	Related party payable		58,250			58,250
	Related party loans		22,000			––
	Notes payable-convertible		240,550			––
	Total current liabilities		351,587			96,106
Long term liabilities
	Related party loans		––			22,000
	Notes payable-convertible		––			250,000
	Related party loans-convertible		69,569			16,991
	Total long term liabilities		69,569			288,991
	Total liabilities		421,156			385,097
Stockholders' deficit
	Preferred stock, $.001 par, 50,000,000 shares authorized, none and 2,500,000 issued and outstanding at July 31, 2014 and January 31, 2014, respectively		––			2,500
	Common stock, $0.10 par, 650,000,000 shares authorized,  28,893,001 and 443,001 issued and outstanding at July 31, 2014 and January 31, 2014, respectively		2,889,300			44,300
	Additional paid in capital-preferred		––			5,262,500
	Additional paid in capital-common		5,216,078			2,203,828
	Subscriptions receivable		––			––
	Accumulated deficit		(8,524,385	)		(7,892,541	)
	Total stockholders' deficit		(419,007	)		(379,413	)
	TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	2,149		$	5,684

The accompanying notes are an integral part of these financial statements

3

ECO SCIENCE SOLUTIONS, INC.
(formerly Eaton Scientific Systems, Inc.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED INCOME STATEMENTS
(Unaudited)
													Cumulative from
													December 8, 2009
	For the three months ended						For the six months ended						(Inception) to
	July 31, 2014			July 31, 2013			July 31, 2014			July 31, 2013			July 31, 2014
Revenue	$	––		$	––		$	––		$	––		$	––
Cost of revenues		––			––			––			––			––
Gross profit		––			––			––			––			––
General and administrative expenses		16,390			18,000			40,607			36,000			159,770
Net operating loss		(16,390	)		(18,000	)		(40,607	)		(36,000	)		(159,770	)
Other income (expenses)
Interest expense		(4,605	)		(3,781	)		(8,737	)		(7,439	)		(24,988	)
Amortization of stock options/compensation		(211,250	)		(222,083	)		(582,500	)		(444,166	)		(2,888,750	)
Gain on foreign currency exchange		––			––			––			––			783
Impairment loss		––			––			––			––			(5,265,000	)
Total other income (expenses)		(215,855	)		(225,864	)		(591,237	)		(451,605	)		(8,177,955	)
Net loss - continuing operations		(232,245	)		(243,864	)		(631,844	)		(487,605	)		(8,337,725	)
Net loss - discontinued operations		––			(111,124	)		––			(223,249	)		(780,211	)
Net loss	$	(232,245	)	$	(354,988	)	$	(631,844	)	$	(710,854	)	$	(9,117,936	)
Net loss per common share - basic and diluted
Continuing operations	$	(0.01	)	$	(0.55	)	$	(0.03	)	$	(1.10	)
Discontinued operations	$	––		$	(0.25	)	$	––		$	(0.50	)
Weighted average common shares outstanding - basic and diluted		28,831,044			443,001			18,680,017			443,001

The accompanying notes are an integral part of these financial statements

4

ECO SCIENCE SOLUTIONS, INC.
(formerly Eaton Scientific Systems, Inc.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
							Cumulative from
							December 8, 2009
	For the six months ended						(inception) to
	July 31, 2014			July 31, 2013			July 31, 2014
Cash flows from operating activities:
Net loss	$	(631,844	)	$	(710,854	)	$	(9,117,936	)
Net loss - discontinued operations		––			(223,249	)		(780,211	)
Net loss - continuing operations		(631,844	)		(487,605	)		(8,337,725	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of stock options/stock compensation		582,500			444,166			2,888,750
Impairment loss		––			––			5,265,000
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable and accrued expenses		(8,483	)		7,439			29,374
Increase in related party payables		1,414			32,000			59,664
Net cash used in operating activities		(56,413	)		(4,000	)		(94,937	)
Cash flows from financing activities:
Proceeds from related party loans		52,578			––			91,569
Proceeds from notes payable		––			––			250,000
Subscriptions received		300			––			300
Net cash provided by financing activities		52,878			––			341,869
Net cash provided by continuing operations		(3,535	)		(4,000	)		246,932
Cash flows from discontinued operations
Net cash used in operating activities		––			(97,650	)		(284,645	)
Net cash used in investing activities		––			(21,837	)		(40,113	)
Net cash (used in) provided by financing activities		––			(133,455	)		79,975
Net cash used in discontinued operations		––			(252,942	)		(244,783	)
Net increase (decrease) in cash		(3,535	)		(256,942	)		2,149
Cash-beginning of period		5,684			287,421			––
Cash-end of period	$	2,149		$	30,479		$	2,149
NON-CASH ACTIVITIES
Recapitalization due to share exchange	$	––		$	––		$	(108,622	)
Preferred stock issued for patent license	$	––		$	––		$	5,265,000
Conversion of preferred stock to common stock	$	5,265,000		$	––		$	5,265,000
Conversion of debt to common stock	$	9,450		$	––		$	9,450
Distribution of assets upon spin off	$	––		$	––		$	(15,013	)
Distribution of liabilities upon spin off	$	––		$	––		$	608,564
Subscriptions receivable	$	(300	)	$	––		$	(300	)
SUPPLEMENTAL DISCLOSURES
Interest paid	$	––		$	––		$	––
Income taxes paid	$	––		$	––		$	––

The accompanying notes are an integral part of these financial statements

5

ECO SCIENCE SOLUTIONS, INC.

(formerly Eaton Scientific Systems, Inc.)

A DEVELOPMENT STAGE COMPANY

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2014

NOTE 1: NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

The Company was incorporated in the state of Nevada on December 8, 2009 under the name Pristine Solutions, Inc. The Company’s wholly owned subsidiary, Pristine Solutions Limited, was incorporated under the laws of Jamaica. The Company’s original business plan focused on developing a network of sales points for the sale and service of tankless water heaters in Jamaica, through Pristine Solutions Limited. 

On August 22, 2012, Christine Buchanan-McKenzie resigned from all positions with the Company, including, but not limited to that of President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and a member of the Board of Directors.  The resignation did not involve any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On the same day, Mr. Michael Borkowskiwas appointed as President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and a member of the Board of Directors of the Company.

On August 23, 2012, the Company and its controlling stockholders entered into a Share Exchange Agreement (the “Share Exchange”) with Eaton Scientific Systems, Ltd., a Nevada corporation (“ESSL”) and the shareholders of ESSL (the “ESSL Shareholders”), whereby the Company acquired 25,000,000 shares of common stock (100%) of ESSL (the “ESSL Stock”) from the ESSL Shareholders.  In exchange for the ESSL Stock, the Company issued 25,000,000 shares of its common stock to the ESSL Shareholders (the “Share Exchange”). 

The Company’s Chief Executive Officer, Mr. Michael J. Borkowski, and the Company’s controlling shareholder and former President, Ms. Christine Buchanan-McKenzie, entered into a Common Stock Purchase Agreement, whereby Mr. Borkowski would purchase one hundred (100%) percent of the Company’s common shares owned by Mrs. Buchanan-McKenzie, or 240,000,000 shares, at par value $.0001, representing approximately 54.1% of the Company’s total issued and outstanding shares.  The Common Stock Purchase Agreement, and subsequent transaction closing, was completed on October 22, 2012.  On October 23, 2012, the Common Stock Purchase Agreement was finalized, and a change in control of the Company took place.

In conjunction with the Share Exchange and Common Stock Purchase Agreement, the total shares held by the ESSL Shareholders are 265,000,000, or approximately 59.8% of the issued and outstanding common stock of the Company as of October 30, 2012.  In addition, certain ESSL shareholders owning a total of 135,779,375 shares of the Company’s common stock, representing approximately 30.64% of the issued and outstanding common stock of the Company, entered into three (3) separate twenty-four (24) month Lock-Up Agreements.

As a result of the Share Exchange and Common Stock Purchase Agreement, (i) there was a change in control of the Company; (ii) ESSL became the Company’s wholly owned subsidiary; and (iii) the ESSL operations continued as its primary business.  In addition, on November 27, 2012, the Company changed its name to Eaton Scientific Systems, Inc.

In October, 2013, the Company’s Management was introduced to Domenic Marciano (“Marciano”).  Marciano represented that he intended to acquire an exclusive license to a unique automotive product, the EcoFlora Spark Plug, with a proprietary technology, and that EcoFlora has the potential to be uniquely positioned in the automotive parts business in the United States and International automotive parts marketplace.

The Majority Shareholders acknowledge that the Company has not been able to attract investment capital sufficient to execute its business plan because of its Share price.  Further, Management believes that the potential success of the EcoFlora technology could potentially provide value to the Company and its shareholders. As a result, on November 26, 2013, the Company and its Majority Shareholders (the “Majority Stockholders”) entered into an Agreement for the Purchase of Common Stock (the “Stock Purchase Agreement”) with Marciano whereby Marciano acquired 227,370,000 shares of the Company’s common stock from the Majority Stockholders at par value $.0001, representing approximately 51.3% of the Company’s total issued and outstanding shares, in exchange for cash in the amount of $22,737 (the “Cash Proceeds”).  The Stock Purchase Agreement, and subsequent transaction closing, was completed on November 26, 2013, and a change in control of the Company took place.

The Majority Shareholders and the Company’s Management also believe it is in the best interest of the Company’s Shareholders to operate Eaton Scientific Systems, Ltd. (“Eaton Sub”) a Nevada corporation and wholly owned subsidiary of the Company, as a privately held Company, until such time where it is sufficiently capitalized to increase the probability for its Clinical Trials of Homatropine (“Tropine 3”) in oral suspension for the treatment of hot flash symptoms in pre-menopausal, menopausal and post menopausal women, to be in a position to yield results that may provide the opportunity for a potential FDA approval for marketing to consumers in the US.

In connection with the terms and conditions of the Stock Purchase Agreement and sale of 227,370,000 shares held by the Majority Stockholders:

1.

Marciano appointed two new directors to the Company’s board of directors; and

2.

The “Lock-Up-Leak-Out” Agreements executed in October 2012 were cancelled by mutual agreement between the Board and the Company’s Shareholders who were party to the Agreements.

3.

The Majority Shareholders of the Company have voted to “Spin-out” to its Shareholders, one hundred percent (100%) of the issued and outstanding shares of Eaton Scientific Systems Ltd., its operating subsidiary, as of the record date of November 25, 2013, on a one-for-one basis within sixty-days (60) of the Change of Control of the Company, or by January 25, 2014.  

On January 9, 2014, the Spin-out was complete, and Eaton Scientific Systems, Ltd. was no longer a subsidiary of the Company.

On February 14, 2014, the Company changed its name to Eco Science Solutions, Inc. (OTCQB.ESSI).

NOTE: The following notes and any further reference made to “the Company”, "we", "us", "our" and "ESSI" shall mean Eco Science Solutions, Inc. (formerly Eaton Scientific Systems, Inc.), unless otherwise indicated.

Headquartered in Miami, Florida, Eco Science Solutions, Inc., a Nevada corporation, is charged with the origination, development and commercialization of innovative aftermarket automotive parts.

6

On December 4, 2013, the Company (the “Company”) executed an Agreement of the License of Intellectual Property (the “License Agreement”) dated November 4, 2013 with Eco Science Solutions International, Inc., a Canadian corporation (“ESS International”), for the exclusive license to a revolutionary Spark Plug technology, the EcoFlora Spark Plug, that has filed for Patent protection in Canada and the United States based on its "Internal Pre-Combustion Chamber High Efficiency Spark Plug" technology. In connection with the License Agreement, the Company issued ESS International 2,500,000 shares of the Company’s Series “A” Convertible Preferred Stock (“Preferred Stock”), in exchange for the exclusive license of the Patent Applications, in perpetuity.  The Preferred Stock is convertible into common stock at a conversion rate of 10 common shares for each preferred share.

On February 14, 2014, the Company effected a 1000-to-1 reverse stock split.  As a result, the total shares of common stock issued and outstanding was adjusted to 443,001 shares with a par value of $0.10.

On April 4, 2014, the Company received notice from Eco Science Solutions International, Inc. to convert 100% of the Series “A” preferred shares into restricted common shares on a 10 for 1 basis.  As a result, on April 9, 2014, 25,000,000 shares of the Company’s restricted common stock was issued, of which 19,866,668 shares were issued to the Company’s chairman, Domenic Marciano, and 5,133,332 shares were issued to non-related parties.  Subsequent to the conversion, Eco Science Solutions International, Inc. no longer holds any shares of the Company’s capital stock, and Mr. Marciano holds 20,094,038 shares of the Company’s common stock, which represents 62.13% of the total issued and outstanding shares of the Company’s common stock on a fully diluted basis.

The Company is currently in the testing and development stages, and intends to validate its technology and then and manufacture and sell the technology.

Going Concern

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future.  As at July 31, 2014, the Company had a working capital deficit from continuing operations of $349,438, and an accumulated deficit of $8,524,385. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

The financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements.  These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

Basis of Presentation

These consolidated financial statements and related notes are prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. The Company’s fiscal year end is January 31.

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

The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of purchase to be cash equivalents. As of July 31, 2014 and January 31, 2014, the Company had no cash equivalents.

Intangible Assets

Intangible assets consist of licensing and other direct costs incurred in connection with the license rights of pending patents, and are capitalized and amortized over the shorter of the economic or legal life of the patent.  During the six months ended July 31, 2014 and the year ended January 31, 2014, respectively, $0 and $5,265,000 were capitalized to patent development costs.

Impairment of Long-Lived Assets

The Company’s long-lived assets, including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset.

Due to the Company’s recurring losses, the costs related to its patents were evaluated for impairment and it was determined that there were no sufficient estimated future cash flows for the recoverability of the asset.  As a result, an impairment loss of $5,265,000 was recorded for the year ended January 31, 2014.

7

Fair Value Measurements

Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value:

=	Level 1	Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
=	Level 2	Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
=	Level 3	Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts payable, and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is reasonably assured.  As of July 31, 2014, no revenue has been recognized, as the Company has not commenced operations.

Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earning per Share.  ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

Discontinued Operations

In accordance with ASC 205-20 and ASU 2014-08, Presentation of Financial Statements - Discontinued Operations, the Company reported the results of its former subsidiary, Eaton Scientific Solutions, Ltd. (“Eaton Sub”), as a discontinued operation in the Company’s annual financial statements for the year ended January 31, 2014. The application of ASC 205-20 and the adoption of ASU 2014-08 are discussed therein.

Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at July 31, 2014, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

Recently Adopted Accounting Standards: 

The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the US Securities and Exchange Commission (“SEC”), and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company. The Company has recently adopted the following new accounting standards:

Adopted:

Effective January 2012, the Company adopted ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 represents the converged guidance of the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) on fair value measurement. A variety of measures are included in the update intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend to change the application of existing requirements under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 was effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements.

Effective January 2012, the Company adopted ASU No. 2011-05, Presentation of Comprehensive Income (ASU 2011-05). ASU 2011-05 is intended to increase the prominence of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of the IASB. The amendments require that all non-owner changes in shareholders’ equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12). ASU 2011-12 defers the provisions of ASU 2011-05 that require the presentation of reclassification adjustments on the face of both the statement of income and statement of other comprehensive income. Amendments under ASU 2011-05 that were not deferred under ASU 2011-12 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements.

8

In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. The Company is evaluating the effect, if any, the adoption of ASU No. 2013-07 may have on its consolidated financial statements.

In April 2014, the FASB issued ASU No. 2014-08 Presentation of Financial Statements (Top 205): Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity.  The objective of ASU No. 2014-08 is to clarify the criteria for determining which disposals can be presented as discontinued operations and also modifies related disclosure requirements. The standard is required to be adopted by public business entities in annual periods beginning on or after December 15, 2014, and interim periods within those annual periods.  Early adoption is permitted for new disposals beginning in the first quarter of 2014, provided financial statements have not been issued before the release of this standard.

Not Yet Adopted:

In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The Company is evaluating the effect, if any, the adoption of ASU 2013-02 may have on its consolidated financial statements.

In July 2013, the FASB issued ASU No 2013-11, Presentation of an Unrecognized Tax Benefit When Net Operating Loss Carryforward Exists.  The objective of ASU 2013-11 is to reduce diversity in practice by providing guidance on the presentation of unrecognized tax benefits, and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, and interim reporting periods therein. Early adoption is permitted. The Company is evaluating the effect, if any, adoption of ASU No. 2013-11 will have on its consolidated financial statements.

Recently Issued Accounting Standards Updates: 

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.

9

NOTE 3: NOTES AND LOANS PAYABLE-CONVERTIBLE

On January 7, 2013, the Company issued a Convertible Promissory Note in the amount of $250,000 to a non-related party (the “Convertible Note”).  The Convertible Note and accrued interest was subsequently purchased and assigned to another non-related party as part of a Convertible Note Assignment and Purchase Agreement (the “Assignment”) dated August 18, 2013.  The Convertible Note is payable within two years, or by January 31, 2015, accrues interest at a rate of 6% per annum, and is convertible into the Company’s common stock at a rate of $0.003 per share. In accordance with certain Assignment of Debt agreements dated April 16, 2014, April 29, 2014, and June 27, 2014, total principal in the amount of $9,450 was assigned to three non-related parties (the “Assignees”), transferring all the rights of the original Convertible Note. Interest in the amount of $23,310 and $15,986 has been accrued as of July 31, 2014 and January 31, 2014, respectively, and is included as an accrued expense on the accompanying balance sheets.

On April 29, 2014, the Company received notice from an Assignee to convert 100% of the Assignee’s $3,000 note into the Company’s common stock at the conversion rate of $0.003 per share.  As a result, 1,000,000 unrestricted shares of the Company’s common stock were issued to the Assignee.

On April 29, 2014, the Company received notice from an Assignee to convert 100% of the Assignee’s $3,450 note into the Company’s common stock at the conversion rate of $0.003 per share.  As a result, 1,150,000 unrestricted shares of the Company’s common stock were issued to the Assignee.

On June 27, 2014, the Company received notice from an Assignee to convert 100% of the Assignee’s $3,000 note into the Company’s common stock at the conversion rate of $0.003 per share.  As a result, 1,000,000 unrestricted shares of the Company’s common stock were issued to the Assignee.

In connection with the Assignments of Debt and subsequent conversions of debt, the principal balance of the Convertible Note was reduced to $240,550.

As of July 31, 2014 and January 31, 2014, respectively, the Company has accrued $23,310 and $15,986 in interest on notes and loans payable.

NOTE 4: RELATED PARTY TRANSACTIONS

As of July 31, 2014, related parties are due a total of $149,819, which is comprised of $91,569 in cash loans to the Company, and $58,250 in accrued compensation.

Related party transactions consist of the following:

	July 31, 2014		January 31, 2014
Related party payable-compensation	$	58,250	$	58,250
Notes payable for loans to the Company		22,000		22,000
Convertible notes payable for loans to the Company		69,569		16,991
Total related party loans		149,819		38,991
Total related party transactions	$	149,819	$	97,241

On September 1, 2012, the Company entered into an employment agreement with Mr. Michael J. Borkowski (the “2012 Employment Agreement”) to serve as the Company’s President, CEO, and Director. The Employment Agreement was for a term of three (3) years, and included compensation in the amount of $72,000 per year, bonus compensation in the amount of $100,000 contingent upon the Company meeting certain goals, 5,000,000 stock options, and certain other benefits in the event they are offered by the Company in the future. As a result of the change in control of the Company in November 2013, the 5,000,000 stock options granted under the 2012 Employment Agreement became fully vested (see Note 9). As of July 31, 2014 and January 31, 2014, $59,000 has been recorded as a related party payable for unpaid compensation under the 2012 Employment Agreement.

On November 15, 2013, the Company entered into a new employment agreement with Mr. Michael J. Borkowski (the “2013 Employment Agreement”) to serve under new management as the Company’s President, CEO, and Director. The Employment Agreement, which replaces the 2012 Employment Agreement, is for a term of one (1) year, and includes compensation in the amount of $18,000 per year, compensation for certain travel expenses, and grants to purchase 400,000 shares of the Company’s common stock at par, which vest periodically beginning February 15, 2014, at 100,000 shares per vesting period through November 15, 2014 (the “Stock Award”). In connection with the Stock Award, $640,000 has been recorded as deferred compensation, of which $480,000 has been expensed in the current year.  There remains $160,000 in deferred compensation to be amortized over the next 4 months. As of July 31, 2014 and January 31, 2014, $750 has been recorded as prepaid related party compensation under the 2013 Employment Agreement.

On November 4, 2013, the Company issued a Promissory Note (the “Note”) in the amount of $22,000 to Eco Science Solutions International, Inc., a company controlled by Domenic Marciano, the Company’s chairman, for cash loans made to the Company.  The Note bears interest at a rate of 5% per annum and is due within ninety (90) days of written demand. As of July 31, 2014, the Note remains unpaid, and no demand has been made.  Interest in the amount of $811 and $265 has been accrued as of July 31, 2014 and January 31, 2014, respectively, and is included as an accrued expense on the accompanying balance sheets.

10

On January 31, 2014, the Company issued a Convertible Promissory Note (the “Convertible Note”) in the amount of $16,991 to Eco Science Solutions International, Inc., a company controlled by Domenic Marciano, the Company’s chairman, for cash loans made to the Company.  Modifications to the Convertible Note have been made through July 31, 2014to increase the principal by $52,578, representing additional cash loans made to the Company for overhead advances. The Convertible Note bears interest at a rate of 5% per annum, is due within two (2) years, or January 31, 2016, and is convertible into the Company’s common stock at a rate equal to the fair market value on the date of conversion. As of July 31, 2014, the Note remains unpaid, and no demand has been made. Interest in the amount of $869 and $0 has been accrued as of July 31, 2014 and January 31, 2014, respectively, and is included as an accrued expense on the accompanying balance sheets.

On April 9, 2014, in connection with the conversion of certain preferred stock, Domenic Marciano, the Company’s chairman, was issued 19,866,668 of the Company’s common stock (see Note 6).

As of July 31, 2014 and January 31, 2014, respectively, the Company has accrued $1,680 and $265 in interest on related party loans.

NOTE 5: COMMITMENTS AND CONTINGENCIES

On December 4, 2013, the Company (the “Company,” the “Licensee”) executed an Agreement of the License of Intellectual Property (“License Agreement”) dated November 4, 2013 with Eco Science Solutions International, Inc., a Canadian corporation (“Licensor”), for the license of certain US and Canadian Patent Pending Applications in perpetuity.  In connection with the terms and conditions of the License Agreement, the Company will pay Licensor a royalty equal to three percent (3%) of Gross Revenues (the “Gross Revenues”) earned in connection with the Patent License, payable on a quarterly basis.  As of July 31, 2014, no Gross Revenues have been earned.

NOTE 6: PREFERRED STOCK

The total number of authorized shares of preferred stock that may be issued by the Company is 50,000,000 shares with a par value of $0.001.

On December 4, 2013, in connection with the Agreement of the License of Intellectual Property dated November, 4, 3013, the Company issued 2,500,000 shares of Series “A” Convertible Preferred Stock to Eco Science Solutions International, Inc., a company controlled by Domenic Marciano, the Company’s chairman, valued at $5,265,000. As a result, $5,262,500 was recorded as preferred additional paid in capital.  The Preferred Stock is convertible into the Company’s common stock at a rate of 10 shares of common stock for each share of Preferred Stock.

On April 4, 2014, the Company received notice from Eco Science Solutions International, Inc. to convert 100% of the Series “A” preferred shares into restricted common shares on a 10 for 1 basis.  As a result, on April 9, 2014, 25,000,000 shares of the Company’s restricted common stock were issued, and preferred additional paid in capital was reduced by $5,262,500.

As of July 31, 2014, no shares of the Company’s preferred stock were issued and outstanding.

NOTE 7: COMMON STOCK

The following reflects the common stock transactions as adjusted for the change in par value, and the effects of the 1000-to-1 reverse stock-split that occurred on February 14, 2014.

The total number of authorized shares of common stock that may be issued by the Company is 650,000,000 shares with a par value of $0.10.

On April 29, 2014, the Company received notice from the holder of a $3,450 Convertible Note Payable to convert 100% of principal into the Company’s common stock at the conversion rate of $0.003 per share.  As a result, 1,150,000 unrestricted shares of the Company’s common stock, with a par value of $115,000, were issued to the note holder, and additional paid in capital was reduced by $111,550.

On June 27, 2014, the Company received notice from the holder of a $3,000 Convertible Note Payable to convert 100% of principal into the Company’s common stock at the conversion rate of $0.003 per share.  As a result, 1,000,000 unrestricted shares of the Company’s common stock, with a par value of $100,000, were issued to the note holder, and additional paid in capital was reduced by $97,000.

On July 15, 2014, in accordance with his Employment Agreement, the Company issued 100,000 shares of restricted common stock, valued at $160,000, to its President for cash in the amount of $100. As a result, additional paid in capital was reduced by $9,900.

As of July 31, 2014 and January 31, 2014, respectively, 28,893,001 and 443,001 shares of the Company’s common stock were issued and outstanding.

NOTE 8: WARRANTS AND OPTIONS

On September 1, 2012, the Company, under its 2012 Plan, granted qualified stock options to purchase 6,500,000 shares of its common stock.  Of the total options granted, 5,000,000 were granted to the President of the Company (the “Executive Options”) at $0.10 per share, and 1,500,000 were granted to a consultant at $0.25 per share (collectively, the “Options”).  The Options are exercisable for a period of five years, vest quarterly over a period of three years, and were valued using the Black-Scholes valuation method at $0.41 per share, or $2,665,000, to be amortized over a 36-month period.

11

Options Outstanding
		Remaining	Exercise Price		Weighted
	Number of	Contractual Life	times Number		Average
Exercise Price	Shares	(in years)	of Shares		Exercise Price
$0.10	5,000,000	3.25	$	500,000	$0.10
$0.25	1,500,000	3.25		375,000	$0.25
	6,500,000		$	875,000	$0.20

Options Activity		Weighted
	Number	Average
	of Shares	Exercise Price
Outstanding at January 31, 2014	6,500,000	$0.20
Issued	––	––
Exercised	––	––
Expired / Cancelled	––	––
Outstanding at July 31, 2014	6,500,000	$0.20

As of July 31, 2014 and January 31, 2014, the Company has granted a total of 6,500,000 options to purchase common stock shares. In connection with the options granted, a total of $2,665,000 has been recorded as deferred compensation, of which $102,500 and $2,084,617 has been expensed during the six months ended July 31, 2014 and the year ended January 31, 2014, respectively. There remains $256,250 and $358,750 of deferred compensation as of July 31, 2014 and January 31, 2014, respectively.

NOTE 9: RESTRICTED STOCK AWARDS

On February 15, 2014, in connection with a certain Employment Agreement dated November 15, 2013, its President was awarded the right to purchase 400,000 shares of the Company’s restricted common stock (the “Restricted Stock Units”, “RSUs”) at a per share price of $0.001 (the “Stock Award”).  The Stock Award, valued at $640,000, vests periodically over the period beginning February 15, 2014 through November 15, 2014, at 100,000 RSUs per vesting period.  During the six month period ended July 31, 2014, the Company recorded deferred compensation in the amount of $640,000, of which $480,000 has been expensed in the current year for the 300,000 RSUs vested through July 15, 2014.  There remains $160,000 in deferred compensation to be amortized over the next 4 months.

Restricted Stock Units Activity			Weighted
	Number		Average
	of RSUs		Exercise Price
Outstanding at January 31, 2014	––		––
Awarded	400,000		$0.001
Exercised / Vested	(300,000	)	$0.001
Expired / Cancelled	––		––
Outstanding at July 31, 2014	100,000		$0.001

As of July 31, 2014, the Company has awarded a total of 400,000 Restricted Stock Units. In connection with the Stock Award, a total of $640,000 has been recorded as deferred compensation, of which $480,000 has been expensed as of July 31, 2014. There remains $160,000 of deferred compensation as of July 31, 2014.

NOTE 10: INCOME TAXES

The components of the net change in deferred tax asset at July 31, 2014 and January 31, 2014, the statutory tax rate, the effective tax rate and the amount of the valuation allowance are indicated below:

	July 31, 2014			January 31, 2014
Income (loss) before taxes:
Continuing operations	$	(631,844	)	$	(7,452,402	)
Discontinued operations		––			(384,505	)
Total income (loss) before taxes		(631,844	)		(7,836,907	)
Statutory rate		34%			34%
Computed expected tax payable (recovery)	$	(214,800	)	$	(2,664,400	)
Non-deductible expenses		––			1,000
Change in valuation allowance		214,800			2,663,400
Reported income taxes	$	––		$	––

The significant components of the cumulative deferred income tax assets and liabilities at July 31, 2014 and January 31, 2014, are as follows:

Deferred tax assets:	July 31, 2014			January 31, 2014
Continuing operations:
Net operating loss carry forward	$	2,834,800		$	2,620,000
Less valuation allowance		(2,834,800	)		(2,620,000	)
Net deferred tax asset - continuing operations	$	––		$	––
Discontinued operations:
Net operating loss carry forward	$	263,700		$	263,700
Less valuation allowance		(263,700	)		(263,700	)
Net deferred tax asset - discontinued operations	$	––		$	––

12

NOTE 11: SUBSEQUENT EVENTS

The Company has evaluated the events and transactions for recognition or disclosure subsequent to July 31, 2014 and through September 15, 2014, and has determined that there have been no events that would require disclosure.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or the Company’s future financial performance. In some cases, forward-looking statements can be identified by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors” that may cause the Company’s or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

The Company’s unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with the Company’s financial statements and the related notes that appear elsewhere in this quarterly report.

The following discussion contains forward-looking statements that reflect the Company’s plans, estimates and beliefs. The Company’s actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this quarterly report. All adjustments necessary for a fair statement of the results for the interim periods have been made, and all adjustments are of a normal recurring nature.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to “common shares” refer to the common shares in the Company’s capital stock.

As used in this annual report, the terms "we", "us", "our" and "ESSI" mean Eco Science Solutions, Inc. (formerly Eaton Scientific Systems, Inc.), unless otherwise indicated.

Overview

The Company was incorporated in the state of Nevada on December 8, 2009, under the name Pristine Solutions, Inc. The Company’s wholly owned subsidiary, Pristine Solutions Limited, was incorporated under the laws of Jamaica. The Company’s original business plan focused on developing a network of sales points for the sale and service of tankless water heaters in Jamaica, through Pristine Solutions Limited. 

On August 22, 2012, Christine Buchanan-McKenzie resigned from all positions with the Company, including, but not limited to that of President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and a member of the Board of Directors.  The resignation did not involve any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On the same day, Mr. Michael Borkowskiwas appointed as President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and the sole member of the Board of Directors of the Company.

On August 23, 2012, the Company and its controlling stockholders entered into a Share Exchange Agreement (the “Share Exchange”) with Eaton Scientific Systems, Ltd., a Nevada corporation (“ESSL”) and the shareholders of ESSL (the “ESSL Shareholders”), whereby the Company acquired 25,000,000 shares of common stock (100%) of ESSL (the “ESSL Stock”) from the ESSL Shareholders.   In exchange for the ESSL Stock, the Company issued 25,000,000 shares of its common stock to the ESSL Shareholders.  In addition, the Company’s Chief Executive Officer, Mr. Michael J. Borkowski, and the Company’s controlling shareholder and former President, Ms. Christine Buchanan-McKenzie, entered into a Common Stock Purchase Agreement, whereby Mr. Borkowski would purchase one hundred (100%) percent of the Company’s common shares owned by Mrs. Buchanan-McKenzie, or 240,000,000 shares, at par value $.0001, representing approximately 54.1% of the Company’s total issued and outstanding shares.  The Common Stock Purchase Agreement and Share Exchange, was completed on October 22, 2012.  On October 23, 2012, the Common Stock Purchase Agreement was finalized, and a change in control of the Registrant took place.

In conjunction with the Share Exchange and Common Stock Purchase Agreement, the total shares held by the ESSL Shareholders are 265,000,000, or approximately 59.8% of the issued and outstanding common stock of the Company as of October 30, 2012.  Certain ESSL shareholders owning a total of 135,779,375 shares of the Company’s common stock, representing approximately 30.64% of the issued and outstanding common stock of the Company, entered into three (3) separate twenty-four (24) month Lock-Up Agreements.

As a result of the Share Exchange and Common Stock Purchase Agreement, (i) there was a change in control of the Registrant; (ii) ESSL became the Company’s wholly owned subsidiary; and (iii) the ESSL operations will continue as the Company’s primary business. In addition, on November 27, 2012, the Company changed its name to Eaton Scientific Systems, Inc.

In October, 2013, the Company’s Management was introduced to Domenic Marciano (“Marciano”).  Marciano represented that he intended to acquire an exclusive license to a unique automotive product, the EcoFlora Spark Plug, with a proprietary technology, and that EcoFlora has the potential to be uniquely positioned in the automotive parts business in the United States and International automotive parts marketplace.

The Majority Shareholders acknowledge that the Company has not been able to attract investment capital sufficient to execute its business plan because of its Share price.  Further, Management believes that the potential success of the EcoFlora technology could potentially provide value to the Company and its shareholders. As a result, on November 26, 2013, the Company and its Majority Shareholders (the “Majority Stockholders”) entered into an Agreement for the Purchase of Common Stock (the “Stock Purchase Agreement”) with Marciano whereby Marciano acquired 227,370,000 shares of the Company’s common stock from the Majority Stockholders at par value $.0001, representing approximately 51.3% of the Company’s total issued and outstanding shares, in exchange for cash in the amount of $22,737 (the “Cash Proceeds”).  The Stock Purchase Agreement, and subsequent transaction closing, was completed on November 26, 2013, and a change in control of the Company took place.

13

The Majority Shareholders and the Company’s Management also believe it is in the best interest of the Company’s Shareholders to operate Eaton Scientific Systems, Ltd. (“Eaton Sub”) a Nevada corporation and wholly owned subsidiary of the Company, as a privately held Company, until such time where it is sufficiently capitalized to increase the probability for its Clinical Trials of Homatropine (“Tropine 3”) in oral suspension for the treatment of hot flash symptoms in pre-menopausal, menopausal and post menopausal women, to be in a position to yield results that may provide the opportunity for a potential FDA approval for marketing to consumers in the US.

In connection with the terms and conditions of the Stock Purchase Agreement and sale of 227,370,000 shares held by the Majority Stockholders:

1.

Marciano appointed two new directors to the Company’s board of directors; and

2.

The “Lock-Up-Leak-Out” Agreements executed in October 2012 were cancelled by mutual agreement between the Board and the Company’s Shareholders who were party to the Agreements.

3.

The Majority Shareholders of the Company have voted to “Spin-out” to its Shareholders, one hundred percent (100%) of the issued and outstanding shares of Eaton Scientific Systems Ltd., its operating subsidiary, as of the record date of November 25, 2013, on a one-for-one basis within sixty-days (60) of the Change of Control of the Company, or by January 25, 2014.  

On January 9, 2014, the Spin-out was complete, and Eaton Scientific Systems, Ltd. was no longer a subsidiary of the Company.

On February 14, 2014, the Company changed its name to Eco Science Solutions, Inc. (OTCQB.ESSI).

NOTE: The following notes and any further reference made to “the Company”, "we", "us", "our" and "ESSI" shall mean Eco Science Solutions, Inc. (formerly Eaton Scientific Systems, Inc.), unless otherwise indicated.

Description of Business 

Headquartered in Miami, Florida, Eco Science Solutions, Inc., a Nevada corporation, is charged with the origination, development and commercialization of innovative aftermarket automotive parts.

On December 4, 2013, the Company (the “Company”) executed an Agreement of the License of Intellectual Property (the “License Agreement”) dated November 4, 2013 with Eco Science Solutions International, Inc., a Canadian corporation (“ESS International”), for the exclusive license to a revolutionary Spark Plug technology, the EcoFlora Spark Plug, that has filed for Patent protection in Canada and the United States based on its "Internal Pre-Combustion Chamber High Efficiency Spark Plug" technology. In connection with the License Agreement, the Company issued ESS International 2,500,000 shares of the Company’s Series “A” Convertible Preferred Stock (“Preferred Stock”), in exchange for the exclusive license of the Patent Applications, in perpetuity.  The Preferred Stock is convertible into common stock at a conversion rate of 10 common shares for each preferred share.

On February 14, 2014, the Company effected a 1000-to-1 reverse stock split.  As a result, the total shares of common stock issued and outstanding was adjusted to 443,001 shares with a par value of $0.10.

On April 4, 2014, the Company received notice from Eco Science Solutions International, Inc. to convert 100% of the Series “A” preferred shares into restricted common shares on a 10 for 1 basis.  As a result, on April 9, 2014, 25,000,000 shares of the Company’s restricted common stock was issued, of which 19,866,668 shares were issued to the Company’s chairman, Domenic Marciano, and 5,133,332 shares were issued to non-related parties.  Subsequent to the conversion, Eco Science Solutions International, Inc. no longer holds any shares of the Company’s capital stock, and Mr. Marciano holds 20,094,038 shares of the Company’s common stock, which represents 62.13% of the total issued and outstanding shares of the Company’s common stock on a fully diluted basis.

The Company is a development stage company as defined by ASC 915-10, “Accounting and Reporting by Development Stage Enterprises”. A development stage enterprise is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.   The Company is currently in the testing and development stages, and intends to validate its technology and then and manufacture and sell the technology.  At January 31, 2014, the Company has not yet commenced its principal operations.

14

Results of Operations

The following summary of the Company’s results of operations should be read in conjunction with the Company’s audited consolidated financial statements for the years ended January 31, 2014 and 2013, which are included herein. The financial information provided includes the continuing operations of the Company and the discontinued operations of its former wholly owned subsidiaries, Pristine Solutions, Ltd. and Eaton Scientific Systems, Ltd.

.

													Cumulative from
													December 8, 2009
	For the three months ended						For the six months ended						(Inception) to
	July 31, 2014			July 31, 2013			July 31, 2014			July 31, 2013			July 31, 2014
Continuing operations:
Revenue	$	––		$	––		$	––		$	––		$	––
Cost of revenues	$	––		$	––		$	––		$	––		$	––
Gross profit	$	––		$	––		$	––		$	––		$	––
General and administrative expenses	$	16,390		$	18,000		$	40,607		$	36,000		$	159,770
Operating (loss)	$	(16,390	)	$	(18,000	)	$	(40,607	)	$	(36,000	)	$	(159,770	)
Interest expense	$	(4,605	)	$	(3,781	)	$	(8,737	)	$	(7,439	)	$	(24,988	)
Amortization of stock options/compensation	$	(211,250	)	$	(222,083	)	$	(582,500	)	$	(444,166	)	$	(2,888,750	)
Foreign currency exchange	$	––		$	––		$	––		$	––		$	783
Impairment loss	$	––		$	––		$	––		$	––		$	(5,265,000	)
Net loss - continuing operations	$	(232,245	)	$	(243,864	)	$	(631,844	)	$	(487,605	)	$	(8,337,725	)
Discontinued operations:
Revenue	$	––		$	––		$	––		$	––		$	4,243
Cost of sales	$	––		$	––		$	––		$	––		$	(1,428	)
Gross profit (loss)	$	––		$	––		$	––		$	––		$
General and administrative expenses	$	––		$	(103,388	)	$	––		$	(207,541	)	$	(703,178	)
Operating (loss)	$	––		$	––		$	––		$	––		$
Foreign currency exchange	$	––		$	––		$	––		$	––		$	1,716
Impairment loss	$	––		$	––		$	––		$	––		$	(34,433	)
Interest expense	$	––		$	(6,198	)	$	––		$	(13,171	)	$	(37,374	)
Depreciation and amortization	$	––		$	(1,538	)	$	––		$	(2,537	)	$	(9,757	)
Net loss-discontinued operations	$	––		$	(111,124	)	$	––		$	(223,249	)	$	(780,211	)
Net loss	$	(232,245	)	$	(354,988	)	$	(631,844	)	$	(710,854	)	$	(9,117,936	)

Revenue

As a development stage company, the Company has not yet launched its major business activity, which is automotive spark plug manufacturing and distribution.

Cost of sales

As a development stage company, the Company has not yet launched its major business activity, which is automotive spark plug manufacturing and distribution.

General and Administrative Expenses

	For the three months ended				For the six months ended
Continuing operations	July 31,				July 31,				Variances
	2014		2013		2014		2013		3-month			6-month
Legal, accounting and audit fees	$	7,236	$	––	$	16,792	$	––	$	7,236		$	16,792
Management and consulting fees		4,500		18,000		9,000		36,000		(13,500	)		(27,000	)
Transfer agent and filing fees		1,971		––		3,470		––		1,971			3,470
Research and development		––		––		4,000		––		––			4,000
Office supplies and other general expenses		2,683		––		7,345		––		2,683			7,345
Total general and administrative expenses	$	16,390	$	18,000	$	40,607	$	36,000	$	(1,610	)	$	4,067

General and administrative expenses from continuing operations in the amount of $16,390 for the three months ended July 31, 2014, were comprised of $7,236 of legal and accounting fees, $4,500 of management and consulting fees, $1,971 in transfer agent and filing fees, and $2,683 of office, overhead and other general and administrative expenses.

General and administrative expenses from continuing operations in the amount of $18,000 for the three months ended July 31, 2013, were comprised of $18,000 in management and consulting fees.

General and administrative expenses from continuing operations for the three months ended July 31, 2014, were $16,390 as compared to $18,000 for the three months ended July 31, 2013, which resulted in an decrease in general and administrative expenses for the current period of $1,610.

General and administrative expenses from continuing operations in the amount of $40,607 for the six months ended July 31, 2014, were comprised of $16,792 of legal and accounting fees, $9,000 of management and consulting fees, $3,470 in transfer agent and filing fees, $4,000 in research and development, and $7,345 of office, overhead and other general and administrative expenses.

General and administrative expenses from continuing operations in the amount of $36,000 for the six months ended July 31, 2013, were comprised of $36,000 in management and consulting fees.

General and administrative expenses from continuing operations for the six months ended July 31, 2014, were $40,607 as compared to $36,000 for the six months ended July 31, 2013, which resulted in an increase in general and administrative expenses for the current period of $4,067.

Significant changes in general and administrative expenses from continuing operations for the three months ended July 31, 2014, compared to the three months ended July 31, 2013, resulting in a decrease of $1,610, were attributable to the following items:

15

·

an increase in legal, accounting and audit fees of $7,236, due to legal fees of $3,692 in connection with recent equity transactions, accounting fees of $1,544 for quarterly accounting and tax preparation fees, and auditor fees of $2,000 for quarterly review services, compared to no expense for the same period in the prior year;

·

a decrease in management fees of $13,500 due to a reduction in Executive compensation;  

·

an increase in transfer agent and filing fees of $1,971, due to costs incurred in connection with recent equity transactions during the current period of $1,971, compared to none in for the same period in the prior year;

·

an increase in office supplies and other general expenses of $2,683, resulting from $1,281 in rent expense and $1,402 in other general office expenses incurred during the current period, compared to none for the same period in the prior year.

Significant changes in general and administrative expenses from continuing operations for the six months ended July 31, 2014, compared to the six months ended July 31, 2013, resulting in an increase of $40,607, were attributable to the following items:

·

an increase in legal, accounting and audit fees of $16,792, due to legal fees of $9,448 in connection with the change in control and other recent equity transactions, accounting fees of $3,344 for quarterly accounting and tax preparation fees, and auditor fees of $4,000 for quarterly review services, compared to no expense for the same period in the prior year;

·

a decrease in management fees of $27,000 due to a reduction in Executive compensation;  

·

an increase in transfer agent and filing fees of $3,470, due to $3,470 incurred in connection with recent equity transactions during the current period, compared to none in for the same period in the prior year;

·

an increase in research and development of $4,000 due to product development costs incurred during the current period, compared to none for the same period in the prior year; and

·

an increase in office supplies and other general expenses of $7,345, resulting from $2,562 in rent expense, $2,689 in travel expenses and $2,094 in other general office expenses incurred during the current period, compared to none for the same period in the prior year.

General and administrative expenses from continuing operations for the three months and six months ended July 31, 2014, were incurred primarily for the purpose of advancing the Company closer to its goal of the manufacturing and distribution of its high-efficiency spark plug product.

Net Loss

During the six months ended July 31, 2014, the Company incurred a net loss from continuing operations of $631,844 compared with a net loss of $487,605 for the six months ended July 31, 2013. The increase in net loss of $144,239 is attributable to an increase in general and administrative expenses of $4,607; an increase in interest expense of $1,298, resulting from an increase in notes payable; and an increase in amortization of deferred stock option compensation of $138,334.

Liquidity and Capital Resources

Working Capital	July 31, 2014			January 31, 2014			Increase (Decrease)
Current assets	$	2,149		$	5,684		$	(3,535	)
Current liabilities		351,587			96,106			255,481
Working capital (deficit)	$	(349,438	)	$	(90,422	)	$	(259,016	)

As at July 31, 2014, the Company had cash from continuing operations in the amount of $2,149, compared to $5,684 as of January 31, 2014.   

The Company had a working capital deficit of $349,438 as of July 31, 2014, compared to a working capital deficit of $90,422 as of January 31, 2014. The increase in working capital of $259,016 is primarily attributable to a decrease in cash of $3,535; a decrease in accounts payable and accrued expenses of $7,069; related party loans reclassified from long-term liabilities of $22,000; and convertible notes payable reclassified from long-term liabilities of $240,550.

Cash Flows	For the six months ended
	July 31, 2014			July 31, 2013			Increase (Decrease)
Continuing operations:
Net cash provided by (used in) operating activities	$	(56,413	)	$	(4,000	)	$	(52,413	)
Net cash provided by investing activities		––			––			––
Net cash provided by financing activities		52,878			––			52,878
Net cash provided by (used in) continuing operations		(3,535	)		(4,000	)		465
Discontinued operations:
Net cash provided by (used in) operating activities		––			(97,650	)		97,650
Net cash provided by (used in) investing activities		––			(21,837	)		21,837
Net cash provided by (used in) financing activities		––			(133,455	)		133,455
Net cash provided by (used in) discontinued operations		––			(252,942	)		252,942
Net increase (decrease) in cash	$	(3,535	)	$	(256,942	)	$	253,407

Cash flows from operating activities-continuing operations

During the six months ended July 31, 2014, the Company used $56,413 of cash flow for operating activities, compared with $4,000 for the six months ended July 31, 2013. The increase in cash used in operating activities of $52,413 is primarily attributable to an increase in the net loss from operations of $144,239, an increase on deferred stock compensation amortization of $138,334, a decrease in accounts payable and accrued expenses of $15,922, and a decrease in related party payables of $30,586.

Cash flows from investing activities-continuing operations

During the six months ended July 31, 2014 and 2013, the Company used no funds for investing activities.

Cash flows from financing activities-continuing operations

During the six months ended July 31, 2014, the Company was provided with $52,878 of cash flow from financing activities compared with none during the six months ended July 31, 2013. The increase in cash flows provided from financing activities of $52,878 is attributable to an increase in related party loans of $52,578, and subscriptions received of $300.

16

Future Financings

The Company will require additional financing in order to proceed with its plan of operations, including approximately $1,000,000 over the next 12 months to pay for its ongoing expenses. These cash requirements include working capital, general and administrative expenses, the development of the Company’s product line, and the pursuit of acquisitions. These cash requirements are in excess of the Company’s current cash and working capital resources. Accordingly, the Company will require additional financing in order to continue operations and to repay its liabilities. There is no assurance that any party will advance additional funds to the Company in order to enable the Company to sustain its plan of operations or to repay its liabilities. There can be no assurance that raising the desired amount of financing will enable the Company successfully to complete its plan of operations.

The Company anticipates continuing to rely on equity sales of its common stock in order to continue to fund its business operations. Issuances of additional shares will result in dilution to the Company’s existing stockholders. There is no assurance that the Company will achieve any additional sales of its equity securities or arrange for debt or other financing to fund its planned business activities.

Contractual Obligations

As a “smaller reporting company”, the Company is not required to provide tabular disclosure obligations.

Going Concern

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities as a going concern in the normal course of business. The Company has not generated significant revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future.  As at July 31, 2014, the Company had a working capital deficit from continuing operations of $349,438, and an accumulated deficit of $8,524,385. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

Off-Balance Sheet Arrangements

The Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

The discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s consolidated audited financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. The Company believes that understanding the basis and nature of the estimates and assumptions involved with the following aspects of the Company’s financial statements is critical to an understanding of its consolidated financial statements.

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

The preparation of financial statements in conformity with generally accepted accounting principles in the United States and requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is reasonably assured.  As of July 31, 2014, no revenue has been recognized, as the Company has not commenced operations.

Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

Impairment of Long-Lived Assets

The Company’s long-lived assets, including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset.

Due to the Company’s recurring losses, the costs related to its patents were evaluated for impairment and it was determined that there were no sufficient estimated future cash flows for the recoverability of the asset.  As a result, an impairment loss of $5,265,000 was recorded for the year ended January 31, 2014.

17

Recently Adopted Accounting Standards: 

The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the US Securities and Exchange Commission (“SEC”), and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company. The Company has recently adopted the following new accounting standards:

Adopted:

Effective January 2012, the Company adopted ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 represents the converged guidance of the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) on fair value measurement. A variety of measures are included in the update intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend to change the application of existing requirements under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 was effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements.

Effective January 2012, the Company adopted ASU No. 2011-05, Presentation of Comprehensive Income (ASU 2011-05). ASU 2011-05 is intended to increase the prominence of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of the IASB. The amendments require that all non-owner changes in shareholders’ equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12). ASU 2011-12 defers the provisions of ASU 2011-05 that require the presentation of reclassification adjustments on the face of both the statement of income and statement of other comprehensive income. Amendments under ASU 2011-05 that were not deferred under ASU 2011-12 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements.

In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. The Company is evaluating the effect, if any, the adoption of ASU No. 2013-07 may have on its consolidated financial statements.

Not Yet Adopted:

In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The Company is evaluating the effect, if any, the adoption of ASU 2013-02 may have on its consolidated financial statements.

In July 2013, the FASB issued ASU No 2013-11, Presentation of an Unrecognized Tax Benefit When Net Operating Loss Carryforward Exists.  The objective of ASU 2013-11 is to reduce diversity in practice by providing guidance on the presentation of unrecognized tax benefits, and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, and interim reporting periods therein. Early adoption is permitted. The Company is evaluating the effect, if any, adoption of ASU No. 2013-11 will have on its consolidated financial statements.

Recently Issued Accounting Standards Updates: 

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company”, the Company is not required to provide the information required by this Item.

18

ITEM 4. CONTROLS AND PROCEDURES

Management’s Report on Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s president, chief executive officer and chief financial officer to allow for timely decisions regarding required disclosure. In designing and evaluating the Company’s disclosure controls and procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and the Company’s management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of July 31, 2014, the end of the Company’s quarterly period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s president, chief executive officer and chief financial officer of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, the Company’s president, chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting that occurred during the six months ended July 31, 2014, that have materially or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS

The Company knows of no material, existing or pending legal proceedings against it, nor is the Company involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which its director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to its interest.

ITEM 1A. RISK FACTORS

The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

On April 29, 2014, the Company received notice from the holder of a $3,450 Convertible Note Payable to convert 100% of the principal into the Company’s common stock at the conversion rate of $0.003 per share.  As a result, 1,150,000 unrestricted shares of the Company’s common stock were issued to the note holder.

On June 27, 2014, the Company received notice from the holder of a $3,000 Convertible Note Payable to convert 100% of the principal into the Company’s common stock at the conversion rate of $0.003 per share.  As a result, 1,000,000 unrestricted shares of the Company’s common stock were issued to the note holder.

On July 15, 2014, in accordance with his Employment Agreement, the Company issued 100,000 shares of restricted common stock to its President for cash in the amount of $100. As a result, additional paid in capital was reduced by $9,900.

Exemption From Registration. The shares of Common Stock referenced herein were issued in reliance upon an exemption from registration afforded either under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering, or Regulation D promulgated thereunder, or Regulation S for offers and sales of securities outside the U.S.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY STANDARDS

Not applicable.

ITEM 5. OTHER INFORMATION

None.

19

ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibits required by Item 601 of Regulation S-B

Exhibit Number	Exhibit Description
(2)	Plan of Purchase, Sale, Reorganization, Arrangement, Liquidation or Succession
2.1	Share Exchange Agreement between Pristine Solutions, Inc. and Eaton Scientific Systems, Ltd. dated August 23, 2012 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed August 24, 2012)
2.2	Agreement for the Purchase of Common Stock between the Majority Shareholders of Eaton Scientific Systems, Inc. and Domenic Marciano dated November 26, 2013 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed December 2, 2013)
(3)	(i) Articles of Incorporation; and (ii) Bylaws
3.1	Articles of Incorporation of Pristine Solutions Inc. (incorporated by reference to the 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	Consulting Agreement between Huntington Chase Financial Group, LLC and Eaton Scientific Systems, Inc. dated January 1, 2013 (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed May 16, 2013)
10.13	Clinical Trials/Study Agreement with American Institute of Research dated May 14, 2013 (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed May 16, 2013)
10.14	Agreement of the License of Intellectual Property between Eaton Scientific Systems, Inc. and Eco Science Solutions International, Inc. dated November 4, 2013 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed December 6, 2013)
10.15	Employment Agreement between Eaton Scientific Systems, Inc. and Michael Borkowksi dated November 15, 2013 (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed May 14, 2014)
(16)	Letters on Change in Certifying Auditor
16.1	Letter from GBH CPA’s, PC dated November 2, 2013 (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed December 12, 2013)
16.2	Letter from Stan JH Lee, CPA dated December 5, 2013 (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed December 12, 2013)
(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	Deleted and replaced by Exhibit 23.4
23.3	Letter from Seale and Beers, CPAs dated May 15, 2013 (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed May 16, 2013)
23.4	Letter from Seale and Beers, CPAs dated December 11, 2013 (incorporated by reference to the Registrant’s Annual Report on Form 10-K/A filed January 15, 2014)
23.5	Letter from Seale and Beers, CPAs dated May 13, 2014 (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed May 14, 2014)
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Certification of our Chief Executive Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended
31.2*	Certification of our Chief Financial Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended
(32)	Section 1350 Certifications
32.1*	Certification of our Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
32.2*	Certification of our Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
(99)	Other Documents
99.1	Abstract of US Provisional Patent Application Ser No 60/719,756 / USPTO Patent Application USPTO No. 11/523,975 (incorporated by reference to the 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	Modification to $500,000 Convertible Promissory Note (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed May 16, 2013)
99.6	Homatropine Protocol dated March 14, 2013 (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed May 16, 2013)
(101)	Interactive Data Files
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

*

Filed herewith.

**

Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

20

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ECO  SCIENCE SOLUTIONS, INC.
Dated: September 15, 2014	/s/ Michael J. Borkowski
	Michael J. Borkowski
	President, Chief Executive Officer, Chief Financial Officer and Director

21

EX-31

EXHIBIT 31.1

CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael J. Borkowski, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Eco Science Solutions, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Michael J. Borkowski

Michael J. Borkowski

President and CEO

September 15, 2014

EX-31

EXHIBIT 31.2

CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael J. Borkowski, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Eco Science Solutions, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Michael J. Borkowski

Michael J. Borkowski

Chief Financial Officer

September 15, 2014

EX-32

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael J. Borkowski, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

the Quarterly Report on Form 10-Q of Eco Science Solutions, Inc. for the period ended July 31, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Eco Science Solutions, Inc.

/s/ Michael J. Borkowski

Michael J. Borkowski

President and CEO

September 15, 2014

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Eco Science Solutions, Inc. and will be retained by Eco Science Solutions, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael J. Borkowski, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

the Quarterly Report on Form 10-Q of Eco Science Solutions, Inc. for the period ended July 31, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Eco Science Solutions, Inc.

/s/ Michael J. Borkowski

Michael J. Borkowski

Chief Financial Officer

September 15, 2014

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Eco Science Solutions, Inc. and will be retained by Eco Science Solutions, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Related Party Transactions: Accrued Interest (Details) (USD $)	6 Months Ended	12 Months Ended
	Jul. 31, 2014	Jan. 31, 2014
Details
Related Party Transaction, Accrued Interest	$ 1,680	$ 265

XML

Warrants and Options: Schedule of Options Activity (Details) (Employee Stock Option, USD $)	Jul. 31, 2014
Employee Stock Option
ESOP Options, Beginning	6,500,000
ESOP Options, Beginning, Weighted Avg Exercise Price	$ 0.20
ESOP Options, Ending	6,500,000
ESOP Options, Ending, Weighted Avg Exercise Price	$ 0.20

XML

Warrants and Options (Details) (USD $)	6 Months Ended	12 Months Ended
	Jul. 31, 2014	Jan. 31, 2014
2012 Employee Stock Option Plan
ESOP Options Granted, Shares	6,500,000
ESOP Options Granted, Value, Method Used	Black-Scholes
ESOP Options Granted, Value Per Share	$ 0.41
ESOP Options Granted, Value, Total	$ 2,665,000
ESOP Options Granted, Value, Amortization Period (in months)	36
ESOP Options Granted, Deferred Compensation, Current Period Expense	102,500	2,084,617
ESOP Options Granted, Deferred Compensation, Remaining to be Expensed	$ 256,250	$ 358,750
ESOP Grants, Officer
ESOP Options Granted, Shares	5,000,000
ESOP Options Granted, Exercise Price	$ 0.10
ESOP Grants, Consultant
ESOP Options Granted, Shares	1,500,000
ESOP Options Granted, Exercise Price	$ 0.25
ESOP Options Granted, Term (in years)	5
ESOP Options Granted, Vesting Term (years)	3

XML

Notes and Loans Payable (Details) (USD $)	6 Months Ended	12 Months Ended
	Jul. 31, 2014	Jan. 31, 2014
Convertible Promissory Note, Accrued Interest	$ 23,310	$ 15,986
Convertible Promissory Note, Principal After Assignment	240,550
Convertible Debt
Convertible Promissory Note, Date Issued	Jan. 07, 2013
Convertible Promissory Note, Principal, Before Assignments	250,000
Convertible Promissory Note, Term (in years)	2
Convertible Promissory Note, Maturity Date	Jan. 31, 2015
Convertible Promissory Note, Interest Rate	6.00%
Convertible Promissory Note, Conversion Rate	$ 0.003
Convertible Promissory Note, Assignment, Date	Apr. 16, 2014
Convertible Promissory Note, Assignment, Date	Apr. 29, 2914
Convertible Promissory Note, Assignment, Date	Jun. 27, 2014
Convertible Promissory Note, Assignment, Principal	9,450
Convertible Promissory Note, Accrued Interest	23,310	15,986
Convertible Promissory Note, Principal After Assignment	$ 240,550

XML

Nature of Business and Continuance of Operations: Share Exchange (Details) (Eaton Scientific Systems, Ltd.)	12 Months Ended
	Jan. 31, 2013
Eaton Scientific Systems, Ltd.
Business Combination, Date of Agreement	Aug. 23, 2012
Business Combination, Shares Acquired	25,000,000
Business Combination, Shares Acquired, Percent	100.00%
Business Combination, Shares Issued in Exchange	25,000,000
Business Combination, Total Shares Held by Acquiree	265,000,000
Business Combination, Total Shares Held by Acquiree, Percentage	59.80%
Business Combination, Total Shares Held by Lock-Up Agreements	135,779,375
Business Combination, Total Shares Held by Lock-Up Agreements, Percent	30.64%
Business Combination, Total Shares Held by Lock-Up Agreements, Term (in months)	24

XML

Restricted Stock Awards: Schedule of RSU Activity (Details) (Restricted Stock Units (RSUs), USD $)	6 Months Ended
	Jul. 31, 2014
Restricted Stock Units (RSUs)
Restricted Stock Units, Awarded	400,000
Restricted Stock Units, Weighted Average Exercise Price, Awards	$ 0.001
Restricted Stock Units, Vested in Period	(300,000)
Restricted Stock Units, Vested in Period, Weighted Average Exercise Price	$ 0.001
Restricted Stock Units, Ending	100,000
Restricted Stock Units, Ending, Weighted Average Exercise Price	$ 0.001

XML

Preferred Stock (Details) (USD $)	0 Months Ended
	Apr. 09, 2014	Dec. 04, 2013
Preferred Stock, Shares
Issuance of Preferred Stock for Patent License		$ 2,500,000
Conversion of Preferred Shares to Common Shares	(2,500,000)
Preferred Stock, Value
Issuance of Preferred Stock for Patent License		5,265,000
Conversion of Preferred Shares to Common Shares	(5,265,000)
Additional Paid in Capital, Preferred
Issuance of Preferred Stock for Patent License		$ 5,262,500
Conversion of Preferred Shares to Common Shares	(5,262,500)
Common Stock, Shares
Conversion of Preferred Shares to Common Shares	25,000,000

XML

Related Party Transactions: Executive Employment Agreements (Details) (Michael Borkowski, USD $)	6 Months Ended	12 Months Ended
	Jul. 31, 2014	Jan. 31, 2014
Michael Borkowski
Related Party Transaction, Date	Nov. 15, 2013	Sep. 01, 2012
Related Party Transaction, Description of Transaction	2013 Employment Agreement	2012 Employment Agreement
Related Party Transaction, Term (in years)	1	3
Related Party Transaction, Annual Salary	$ 18,000	$ 72,000
Related Party Transaction, Contingent Bonus		100,000
Related Party Transaction, Stock Options Granted		5,000,000
Related Party Transaction, Stock Options Vested		5,000,000
Related Party Transaction, Accrued Compensation	59,000	59,000
Related Party Transaction, Stock Awards	400,000
Related Party Transaction, Date of Stock Awards	Feb. 15, 2014
Related Party Transaction, Stock Awards Vested Per Period	100,000
Related Party Transaction, Stock Awards, Deferred Compensation	640,000
Related Party Transaction, Stock Awards, Deferred Compensation, Current Period Expense	480,000
Related Party Transaction, Stock Awards, Deferred Compensation, Future Expense	160,000
Related Party Transaction, Stock Awards, Deferred Compensation, Future Amort Period (months)	4
Related Party Transaction, Prepaid Compensation	$ 750	$ 750

XML

Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) (USD $)	0 Months Ended	6 Months Ended
	Jan. 31, 2014	Jul. 31, 2014
Details
Continuing Operations	$ (7,452,402)	$ (631,844)
Discontinued Operations	(384,505)
Total Income (Loss) Before Taxes	(7,836,907)	(631,844)
Statutory Rate	34.00%	34.00%
Computed Expected Tax Payable (Recovery)	(2,664,400)	(214,800)
Non-Deductible Expenses	1,000
Change in Valuation Allowance	$ 2,663,400	$ 214,800

XML

Warrants and Options: Schedule of Options Outstanding (Details) (USD $)	6 Months Ended
	Jul. 31, 2014
ESOP Options Outstanding, Shares	6,500,000
ESOP Options Outstanding, Exercise Price x Shares	$ 875,000
ESOP Options Outstanding, Weighted Avg Exercise Price	$ 0.20
$0.10
ESOP Options Outstanding, Shares	5,000,000
ESOP Options Outstanding, Remaining Life (in years)	3 years 3 months
ESOP Options Outstanding, Exercise Price x Shares	500,000
ESOP Options Outstanding, Weighted Avg Exercise Price	$ 0.10
$0.25
ESOP Options Outstanding, Shares	1,500,000
ESOP Options Outstanding, Remaining Life (in years)	3 years 3 months
ESOP Options Outstanding, Exercise Price x Shares	$ 375,000
ESOP Options Outstanding, Weighted Avg Exercise Price	$ 0.25

XML

Related Party Transactions

6 Months Ended

Jul. 31, 2014

Notes

Related Party Transactions

NOTE 4: Related Party Transactions

As of July 31, 2014, related parties are due a total of $149,819, which is comprised of $91,569 in cash loans to the Company, and $58,250 in accrued compensation.

Related party transactions consist of the following:

	July 31, 2014		January 31, 2014
Related party payable-compensation	$	58,250	$	58,250
Notes payable for loans to the Company		22,000		22,000
Convertible notes payable for loans to the Company		69,569		16,991
Total related party loans		91,569		38,991
Total related party transactions	$	149,819	$	97,241

On September 1, 2012, the Company entered into an employment agreement with Mr. Michael J. Borkowski (the “2012 Employment Agreement”) to serve as the Company’s President, CEO, and Director. The Employment Agreement was for a term of three (3) years, and included compensation in the amount of $72,000 per year, bonus compensation in the amount of $100,000 contingent upon the Company meeting certain goals, 5,000,000 stock options, and certain other benefits in the event they are offered by the Company in the future. As a result of the change in control of the Company in November 2013, the 5,000,000 stock options granted under the 2012 Employment Agreement became fully vested (see Note 9). As of July 31, 2014 and January 31, 2014, $59,000 has been recorded as a related party payable for unpaid compensation under the 2012 Employment Agreement.

On November 15, 2013, the Company entered into a new employment agreement with Mr. Michael J. Borkowski (the “2013 Employment Agreement”) to serve under new management as the Company’s President, CEO, and Director. The Employment Agreement, which replaces the 2012 Employment Agreement, is for a term of one (1) year, and includes compensation in the amount of $18,000 per year, compensation for certain travel expenses, and grants to purchase 400,000 shares of the Company’s common stock at par, which vest periodically beginning February 15, 2014, at 100,000 shares per vesting period through November 15, 2014 (the “Stock Award”). In connection with the Stock Award, $640,000 has been recorded as deferred compensation, of which $480,000 has been expensed in the current year.  There remains $160,000 in deferred compensation to be amortized over the next 4 months. As of July 31, 2014 and January 31, 2014, $750 has been recorded as prepaid related party compensation under the 2013 Employment Agreement.

On November 4, 2013, the Company issued a Promissory Note (the “Note”) in the amount of $22,000 to Eco Science Solutions International, Inc., a company controlled by Domenic Marciano, the Company’s chairman, for cash loans made to the Company.  The Note bears interest at a rate of 5% per annum and is due within ninety (90) days of written demand. As of July 31, 2014, the Note remains unpaid, and no demand has been made.  Interest in the amount of $811 and $265 has been accrued as of July 31, 2014 and January 31, 2014, respectively, and is included as an accrued expense on the accompanying balance sheets.

On January 31, 2014, the Company issued a Convertible Promissory Note (the “Convertible Note”) in the amount of $16,991 to Eco Science Solutions International, Inc., a company controlled by Domenic Marciano, the Company’s chairman, for cash loans made to the Company.  Modifications to the Convertible Note have been made through July 31, 2014to increase the principal by $52,578, representing additional cash loans made to the Company for overhead advances. The Convertible Note bears interest at a rate of 5% per annum, is due within two (2) years, or January 31, 2016, and is convertible into the Company’s common stock at a rate equal to the fair market value on the date of conversion. As of July 31, 2014, the Note remains unpaid, and no demand has been made. Interest in the amount of $869 and $0 has been accrued as of July 31, 2014 and January 31, 2014, respectively, and is included as an accrued expense on the accompanying balance sheets.

On April 9, 2014, in connection with the conversion of certain preferred stock, Domenic Marciano, the Company’s chairman, was issued 19,866,668 of the Company’s common stock (see Note 6).

As of July 31, 2014 and January 31, 2014, respectively, the Company has accrued $1,680 and $265 in interest on related party loans.

XML

Preferred Stock: Terms of Conversion (Details)	Jul. 31, 2014
Details
Convertible Preferred Stock, Shares Issued upon Conversion	10

XML

Nature of Business and Continuance of Operations: Conversion of Preferred Shares (Details) (Eco Science Solutions International, Inc.)	12 Months Ended
	Jan. 31, 2014
Eco Science Solutions International, Inc.
Conversion of Preferred Stock, Date of Notice	Apr. 04, 2014
Conversion of Preferred Stock, Terms of Conversion	10 for 1 basis
Conversion of Preferred Stock, Common Shares Issued, Date	Apr. 09, 2014
Conversion of Preferred Stock, Common Shares Issued	25,000,000
Conversion of Preferred Stock, Common Shares Issued, Related Party	19,866,668
Conversion of Preferred Stock, Related Party	Domenic Marciano
Conversion of Preferred Stock, Common Shares Issued, Non-Related Party	5,133,332
Conversion of Preferred Stock, Total Shares Held, Related Party	20,094,038
Conversion of Preferred Stock, Total Shares Held, Related Party, Percentage (fully diluted)	62.13%

XML

Nature of Business and Continuance of Operations: Reverse Stock Split (Details) (USD $)	6 Months Ended
	Jul. 31, 2014
Details
Stock Split, Date	Feb. 14, 2014
Stock Split, Ratio	1000-to-1
Stock Split, Adjusted Common Shares	443,001
Stock Split, Adjusted Par Value	$ 0.10

XML

Common Stock (Details) (USD $)	Jul. 31, 2014	Jan. 31, 2014
Details
Common Stock, shares authorized	650,000,000	650,000,000
Common Stock, par value	$ 0.10	$ 0.10
Common Stock, shares outstanding	28,893,001	443,001

XML

Nature of Business and Continuance of Operations: Going Concern (Details) (USD $)	Jul. 31, 2014
Details
Working Capital Deficit	$ 349,438
Deficit Accumulated During Development Stage	$ 8,524,385

XML

Summary of Significant Accounting Policies: Intangible Assets (Details) (USD $)	6 Months Ended	12 Months Ended
	Jul. 31, 2014	Jan. 31, 2014
Details
Intangible Assets, Additions During Period	$ 0	$ 5,265,000

XML

Notes and Loans Payable

6 Months Ended

Jul. 31, 2014

Notes

Notes and Loans Payable

NOTE 3: NOTES AND LOANS PAYABLE-CONVERTIBLE

On January 7, 2013, the Company issued a Convertible Promissory Note in the amount of $250,000 to a non-related party (the “Convertible Note”).  The Convertible Note and accrued interest was subsequently purchased and assigned to another non-related party as part of a Convertible Note Assignment and Purchase Agreement (the “Assignment”) dated August 18, 2013.  The Convertible Note is payable within two (2) years, or by January 31, 2015, accrues interest at a rate of 6% per annum, and is convertible into the Company’s common stock at a rate of $0.003 per share. In accordance with certain Assignment of Debt agreements dated April 16, 2014, April 29, 2914, and June 27, 2014, total principal in the amount of $9,450 was assigned to three non-related parties (the “Assignees”), transferring all the rights of the original Convertible Note. Interest in the amount of $23,310 and $15,986 has been accrued as of July 31, 2014 and January 31, 2014, respectively, and is included as an accrued expense on the accompanying balance sheets.

On April 29, 2014, the Company received notice from an Assignee to convert 100% of the Assignee’s $3,000 note into the Company’s common stock at the conversion rate of $0.003 per share.  As a result, 1,000,000 unrestricted shares of the Company’s common stock were issued to the Assignee.

On April 29, 2014, the Company received notice from an Assignee to convert 100% of the Assignee’s $3,450 note into the Company’s common stock at the conversion rate of $0.003 per share.  As a result, 1,150,000 unrestricted shares of the Company’s common stock were issued to the Assignee.

On June 27, 2014, the Company received notice from an Assignee to convert 100% of the Assignee’s $3,000 note into the Company’s common stock at the conversion rate of $0.003 per share.  As a result, 1,000,000 unrestricted shares of the Company’s common stock were issued to the Assignee.

In connection with the Assignments of Debt and subsequent conversions of debt, the principal balance of the Convertible Note was reduced to $240,550.

As of July 31, 2014 and January 31, 2014, respectively, the Company has accrued $23,310 and $15,986 in interest on notes and loans payable.

XML

Summary of Significant Accounting Policies: Impairment of Long-lived Assets (Details) (USD $)	12 Months Ended
	Jan. 31, 2014
Details
Impairment Loss on Patent	$ 5,265,000

XML

Commitments and Contingencies (Details) (Eco Science Solutions International, Inc.)	6 Months Ended
	Jul. 31, 2014
Eco Science Solutions International, Inc.
License Agreement, Date of Execution	Dec. 04, 2013
License Agreement, Date	Nov. 04, 2013
License Agreement, Term	in perpetuity
License Agreement, Royalty Due	3.00%
License Agreement, Royalty Base	Gross Revenues
License Agreement, Royalty Payment Due	quarterly
License Agreement, Status of Royalties	no Gross Revenues have been earned.

XML

Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Details) (USD $)	Jul. 31, 2014	Jan. 31, 2013
Details
Net Operating Loss Carryforward-Continuing Operations	$ 2,834,800	$ 2,620,000
Less: Valuation Allowance	(2,834,800)	(2,620,000)
Net Operating Loss Carryforward-Discontinued Operations	263,700	263,700
Less Valuation Allowance	$ (263,700)	$ (263,700)

XML

Consolidated Balance Sheets (Unaudited) (USD $)	Jul. 31, 2014	Jan. 31, 2014
Balance Sheets
Cash and cash equivalents	$ 2,149	$ 5,684
Total current assets	2,149	5,684
TOTAL ASSETS	2,149	5,684
Accounts payable and accrued expenses	30,787	37,856
Related party payable	58,250	58,250
Related party loans	22,000
Notes payable-convertible	240,550
Total current liabilities	351,587	96,106
Related party loans		22,000
Notes payable-convertible		250,000
Related party loans-convertible	69,569	16,991
Total long-term iabilities	69,569	288,991
Total liabilities	421,156	385,097
Preferred stock, $.001 par, 50,000,000 shares authorized, non and 2,500,000 issued and outstanding at July 31, 2014 and January 31, 2014, respectively		2,500
Common stock, $0.10 par, 650,000,000 shares authorized, 28,893,001 and 443,001 issued and outstanding at July 31, 2014 and January 31, 2014, respectively	2,889,300	44,300
Additional paid in capital-preferred		5,262,500
Additional paid in capital-common	5,216,078	2,203,828
Accumulated deficit	(8,524,385)	(7,892,541)
Total stockholders' deficit	(419,007)	(379,413)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 2,149	$ 5,684

XML

Common Stock: Recent Activity (Details) (USD $)	0 Months Ended
	Jul. 15, 2014	Jun. 27, 2014	Apr. 29, 2014
Common Stock, Shares
Conversion of Debt		$ 1,000,000	$ 1,150,000
Issuance of Restricted Stock Award	100,000
Common Stock, Value
Conversion of Debt		100,000	115,000
Issuance of Restricted Stock Award	100
Additional Paid In Capital, Common
Conversion of Debt		(97,000)	(111,550)
Issuance of Restricted Stock Award	(9,900)
Deferred Compensation
Issuance of Restricted Stock Award	$ 160,000

XML

Nature of Business and Continuance of Operations

6 Months Ended

Jul. 31, 2014

Notes

Nature of Business and Continuance of Operations

NOTE 1: Nature of Business and Continuance of Operations

The Company was incorporated in the state of Nevada on December 8, 2009 under the name Pristine Solutions, Inc. The Company’s wholly owned subsidiary, Pristine Solutions Limited, was incorporated under the laws of Jamaica. The Company’s original business plan focused on developing a network of sales points for the sale and service of tankless water heaters in Jamaica, through Pristine Solutions Limited. 

On August 22, 2012, Christine Buchanan-McKenzie resigned from all positions with the Company, including, but not limited to that of President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and a member of the Board of Directors.  The resignation did not involve any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On the same day, Mr. Michael Borkowski was appointed as President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and a member of the Board of Directors of the Company.

On August 23, 2012, the Company and its controlling stockholders entered into a Share Exchange Agreement (the “Share Exchange”) with Eaton Scientific Systems, Ltd., a Nevada corporation (“ESSL”) and the shareholders of ESSL (the “ESSL Shareholders”), whereby the Company acquired 25,000,000 shares of common stock (100%) of ESSL (the “ESSL Stock”) from the ESSL Shareholders.  In exchange for the ESSL Stock, the Company issued 25,000,000 shares of its common stock to the ESSL Shareholders (the “Share Exchange”). 

The Company’s Chief Executive Officer, Mr. Michael J. Borkowski, and the Company’s controlling shareholder and former President, Ms. Christine Buchanan-McKenzie, entered into a Common Stock Purchase Agreement, whereby Mr. Borkowski would purchase one hundred (100%) percent of the Company’s common shares owned by Mrs. Buchanan-McKenzie, or 240,000,000 shares, at par value $.0001, representing approximately 54.1% of the Company’s total issued and outstanding shares.  The Common Stock Purchase Agreement, and subsequent transaction closing, was completed on October 22, 2012.  On October 23, 2012, the Common Stock Purchase Agreement was finalized, and a change in control of the Company took place.

In conjunction with the Share Exchange and Common Stock Purchase Agreement, the total shares held by the ESSL Shareholders are 265,000,000, or approximately 59.8% of the issued and outstanding common stock of the Company as of October 30, 2012.  In addition, certain ESSL shareholders owning a total of 135,779,375 shares of the Company’s common stock, representing approximately 30.64% of the issued and outstanding common stock of the Company, entered into three (3) separate twenty-four (24) month Lock-Up Agreements.

As a result of the Share Exchange and Common Stock Purchase Agreement, (i) there was a change in control of the Company; (ii) ESSL became the Company’s wholly owned subsidiary; and (iii) the ESSL operations continued as its primary business.  In addition, on November 27, 2012, the Company changed its name to Eaton Scientific Systems, Inc.

In October, 2013, the Company’s Management was introduced to Domenic Marciano (“Marciano”).  Marciano represented that he intended to acquire an exclusive license to a unique automotive product, the EcoFlora Spark Plug, with a proprietary technology, and that EcoFlora has the potential to be uniquely positioned in the automotive parts business in the United States and International automotive parts marketplace.

The Majority Shareholders acknowledge that the Company has not been able to attract investment capital sufficient to execute its business plan because of its Share price.  Further, Management believes that the potential success of the EcoFlora technology could potentially provide value to the Company and its shareholders. As a result, on November 26, 2013, the Company and its Majority Shareholders (the “Majority Stockholders”) entered into an Agreement for the Purchase of Common Stock (the “Stock Purchase Agreement”) with Marciano whereby Marciano acquired 227,370,000 shares of the Company’s common stock from the Majority Stockholders at par value $.0001, representing approximately 51.3% of the Company’s total issued and outstanding shares, in exchange for cash in the amount of $22,737 (the “Cash Proceeds”).  The Stock Purchase Agreement, and subsequent transaction closing, was completed on November 26, 2013, and a change in control of the Company took place.

The Majority Shareholders and the Company’s Management also believe it is in the best interest of the Company’s Shareholders to operate Eaton Scientific Systems, Ltd. (“Eaton Sub”) a Nevada corporation and wholly owned subsidiary of the Company, as a privately held Company, until such time where it is sufficiently capitalized to increase the probability for its Clinical Trials of Homatropine (“Tropine 3”) in oral suspension for the treatment of hot flash symptoms in pre-menopausal, menopausal and post menopausal women, to be in a position to yield results that may provide the opportunity for a potential FDA approval for marketing to consumers in the US.

In connection with the terms and conditions of the Stock Purchase Agreement and sale of 227,370,000 shares held by the Majority Stockholders:

1. Marciano appointed two new directors to the Company’s board of directors; and
2. The “Lock-Up-Leak-Out” Agreements executed in October 2012 were cancelled by mutual agreement between the Board and the Company’s Shareholders who were party to the Agreements.
3. The Majority Shareholders of the Company have voted to “Spin-out” to its Shareholders, one hundred percent (100%) of the issued and outstanding shares of Eaton Scientific Systems Ltd., its operating subsidiary, as of the record date of November 25, 2013, on a one-for-one basis within sixty-days (60) of the Change of Control of the Company, or by January 25, 2014. 

On January 9, 2014, the Spin-out was complete, and Eaton Scientific Systems, Ltd. was no longer a subsidiary of the Company.

On February 14, 2014, the Company changed its name to Eco Science Solutions, Inc. (OTCQB.ESSI).

NOTE: The following notes and any further reference made to “the Company”, "we", "us", "our" and "ESSI" shall mean Eco Science Solutions, Inc. (formerly Eaton Scientific Systems, Inc.), unless otherwise indicated.

Headquartered in Miami, Florida, Eco Science Solutions, Inc., a Nevada corporation, is charged with the origination, development and commercialization of innovative aftermarket automotive parts.

On December 4, 2013, the Company (the “Company”) executed an Agreement of the License of Intellectual Property (the “License Agreement”) dated November 4, 2013 with Eco Science Solutions International, Inc., a Canadian corporation (“ESS International”), for the exclusive license to a revolutionary Spark Plug technology, the EcoFlora Spark Plug, that has filed for Patent protection in Canada and the United States based on its "Internal Pre-Combustion Chamber High Efficiency Spark Plug" technology. In connection with the License Agreement, the Company issued ESS International 2,500,000 shares of the Company’s Series “A” Convertible Preferred Stock (“Preferred Stock”), in exchange for the exclusive license of the Patent Applications, in perpetuity.  The Preferred Stock is convertible into common stock at a conversion rate of 10 common shares for each preferred share.

On February 14, 2014, the Company effected a 1000-to-1 reverse stock split.  As a result, the total shares of common stock issued and outstanding was adjusted to 443,001 shares with a par value of $0.10.

On April 4, 2014, the Company received notice from Eco Science Solutions International, Inc. to convert 100% of the Series “A” preferred shares into restricted common shares on a 10 for 1 basis.  As a result, on April 9, 2014, 25,000,000 shares of the Company’s restricted common stock was issued, of which 19,866,668 shares were issued to the Company’s chairman, Domenic Marciano, and 5,133,332 shares were issued to non-related parties.  Subsequent to the conversion, Eco Science Solutions International, Inc. no longer holds any shares of the Company’s capital stock, and Mr. Marciano holds 20,094,038 shares of the Company’s common stock, which represents 62.13% of the total issued and outstanding shares of the Company’s common stock on a fully diluted basis.

The Company is currently in the testing and development stages, and intends to validate its technology and then and manufacture and sell the technology.

Going Concern

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future.  As at July 31, 2014, the Company had a working capital deficit from continuing operations of $349,438, and an accumulated deficit of $8,524,385. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

The financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

XML

Notes and Loans Payable: Accrued Interest (Details) (USD $)	6 Months Ended	12 Months Ended
	Jul. 31, 2014	Jan. 31, 2014
Details
Convertible Promissory Note, Accrued Interest	$ 23,310	$ 15,986

XML

Restricted Stock Awards: Schedule of RSU Activity (Tables)

6 Months Ended

Jul. 31, 2014

Tables/Schedules

Schedule of RSU Activity

Restricted Stock Units Activity			Weighted
	Number		Average
	of RSUs		Exercise Price
Outstanding at January 31, 2014	––		––
Awarded	400,000		$0.001
Exercised / Vested	(300,000	)	$0.001
Expired / Cancelled	––		––
Outstanding at July 31, 2014	100,000		$0.001

XML

Related Party Transactions: Schedule of Related Party Transactions (Details) (USD $)	Jul. 31, 2014	Jan. 31, 2014
Details
Accrued Compensation	$ 58,250	$ 58,250
Loans to Company, Notes Payable	22,000	22,000
Loans to Company, Notes Payable-Convertible	69,569	16,991
Total Related Party Loans	91,569	38,991
Total Related Party Transactions	$ 149,819	$ 97,241

XML

Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Tables)

6 Months Ended

Jul. 31, 2014

Tables/Schedules

Schedule of Components of Income Tax Expense (Benefit)

	July 31, 2014			January 31, 2014
Deferred tax assets:
Continuing operations:
Net operating loss carry forward	$	2,834,800		$	2,620,000
Less valuation allowance		(2,834,800	)		(2,620,000	)
Net deferred tax asset - continuing operations	$	––		$	––
Discontinued operations:
Net operating loss carry forward	$	263,700		$	263,700
Less valuation allowance		(263,700	)		(263,700	)
Net deferred tax asset - discontinued operations	$	––		$	––

XML

Summary of Significant Accounting Policies

6 Months Ended

Jul. 31, 2014

Notes

Summary of Significant Accounting Policies

NOTE 2: Summary of Significant Accounting Policies

This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements.  These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

Basis of Presentation

These consolidated financial statements and related notes are prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. The Company’s fiscal year end is January 31.

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

The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of purchase to be cash equivalents. As of July 31, 2014 and January 31, 2014, the Company had no cash equivalents.

Intangible Assets

Intangible assets consist of licensing and other direct costs incurred in connection with the license rights of pending patents, and are capitalized and amortized over the shorter of the economic or legal life of the patent.  During the six months ended July 31, 2014 and the year ended January 31, 2014, respectively, $0 and $5,265,000 were capitalized to patent development costs.

Impairment of Long-Lived Assets

The Company’s long-lived assets, including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset.

Due to the Company’s recurring losses, the costs related to its patents were evaluated for impairment and it was determined that there were no sufficient estimated future cash flows for the recoverability of the asset.  As a result, an impairment loss of $5,265,000 was recorded for the year ended January 31, 2014.

Fair Value Measurements

Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value:

Ÿ	Level 1	Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Ÿ	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.
Ÿ	Level 3	Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts payable, and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is reasonably assured.  As of July 31, 2014, no revenue has been recognized, as the Company has not commenced operations.

Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earning per Share.  ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

Discontinued Operations

In accordance with ASC 205-20 and ASU 2014-08, Presentation of Financial Statements - Discontinued Operations, the Company reported the results of its former subsidiary, Eaton Scientific Solutions, Ltd. (“Eaton Sub”), as a discontinued operation in the Company’s annual financial statements for the year ended January 31, 2014. The application of ASC 205-20 and the adoption of ASU 2014-08 are discussed therein.

Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at July 31, 2014, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

Recently Adopted Accounting Standards: 

The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the US Securities and Exchange Commission (“SEC”), and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company. The Company has recently adopted the following new accounting standards:

Adopted:

Effective January 2012, the Company adopted ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 represents the converged guidance of the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) on fair value measurement. A variety of measures are included in the update intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend to change the application of existing requirements under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 was effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements.

Effective January 2012, the Company adopted ASU No. 2011-05, Presentation of Comprehensive Income (ASU 2011-05). ASU 2011-05 is intended to increase the prominence of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of the IASB. The amendments require that all non-owner changes in shareholders’ equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12). ASU 2011-12 defers the provisions of ASU 2011-05 that require the presentation of reclassification adjustments on the face of both the statement of income and statement of other comprehensive income. Amendments under ASU 2011-05 that were not deferred under ASU 2011-12 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements.

In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. The Company is evaluating the effect, if any, the adoption of ASU No. 2013-07 may have on its consolidated financial statements.

In April 2014, the FASB issued ASU No. 2014-08 Presentation of Financial Statements (Top 205): Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity.  The objective of ASU No. 2014-08 is to clarify the criteria for determining which disposals can be presented as discontinued operations and also modifies related disclosure requirements. The standard is required to be adopted by public business entities in annual periods beginning on or after December 15, 2014, and interim periods within those annual periods.  Early adoption is permitted for new disposals beginning in the first quarter of 2014, provided financial statements have not been issued before the release of this standard.

Not Yet Adopted:

In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The Company is evaluating the effect, if any, the adoption of ASU 2013-02 may have on its consolidated financial statements.

In July 2013, the FASB issued ASU No 2013-11, Presentation of an Unrecognized Tax Benefit When Net Operating Loss Carryforward Exists.  The objective of ASU 2013-11 is to reduce diversity in practice by providing guidance on the presentation of unrecognized tax benefits, and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, and interim reporting periods therein. Early adoption is permitted. The Company is evaluating the effect, if any, adoption of ASU No. 2013-11 will have on its consolidated financial statements.

Recently Issued Accounting Standards Updates: 

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.

XML

Consolidated Balance Sheets - Parenthetical (Unaudited) (USD $)	Jul. 31, 2014	Jan. 31, 2014
Statement of Financial Position
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	2,500,000
Preferred stock, shares outstanding	0	2,500,000
Common Stock, par value	$ 0.10	$ 0.10
Common Stock, shares authorized	650,000,000	650,000,000
Common Stock, shares issued	28,893,001	443,001
Common Stock, shares outstanding	28,893,001	443,001

XML

Nature of Business and Continuance of Operations (Policies)

6 Months Ended

Jul. 31, 2014

Policies

Going Concern

Going Concern

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future.  As at July 31, 2014, the Company had a working capital deficit from continuing operations of $349,438, and an accumulated deficit of $8,524,385. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

The financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

XML

Document and Entity Information	6 Months Ended
	Jul. 31, 2014	Sep. 15, 2014
Document and Entity Information:
Entity Registrant Name	Eco Science Solutions, Inc.
Document Type	10-Q
Document Period End Date	Jul. 31, 2014
Amendment Flag	false
Entity Central Index Key	0001490873
Current Fiscal Year End Date	--01-31
Entity Common Stock, Shares Outstanding		28,893,001
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2

XML

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jul. 31, 2014

Policies

Basis of Presentation

Basis of Presentation

These consolidated financial statements and related notes are prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. The Company’s fiscal year end is January 31.

Development Stage Company

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, Policy

Use of Estimates

The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash and Cash Equivalents, Policy

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of purchase to be cash equivalents. As of July 31, 2014 and January 31, 2014, the Company had no cash equivalents.

Intangible Assets

Intangible Assets

Intangible assets consist of licensing and other direct costs incurred in connection with the license rights of pending patents, and are capitalized and amortized over the shorter of the economic or legal life of the patent.  During the six months ended July 31, 2014 and the year ended January 31, 2014, respectively, $0 and $5,265,000 were capitalized to patent development costs.

Impairment of Long-lived Assets

Impairment of Long-Lived Assets

The Company’s long-lived assets, including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset.

Due to the Company’s recurring losses, the costs related to its patents were evaluated for impairment and it was determined that there were no sufficient estimated future cash flows for the recoverability of the asset.  As a result, an impairment loss of $5,265,000 was recorded for the year ended January 31, 2014.

Financial Instruments

Fair Value Measurements

Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value:

Ÿ	Level 1	Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Ÿ	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.
Ÿ	Level 3	Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts payable, and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is reasonably assured.  As of July 31, 2014, no revenue has been recognized, as the Company has not commenced operations.

Stock-based Compensation

Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

Basic and Diluted Net Income (loss) Per Share

Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earning per Share.  ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

Discontinued Operations

Discontinued Operations

In accordance with ASC 205-20 and ASU 2014-08, Presentation of Financial Statements - Discontinued Operations, the Company reported the results of its former subsidiary, Eaton Scientific Solutions, Ltd. (“Eaton Sub”), as a discontinued operation in the Company’s annual financial statements for the year ended January 31, 2014. The application of ASC 205-20 and the adoption of ASU 2014-08 are discussed therein.

Comprehensive Loss

Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at July 31, 2014, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

Recent Accounting Pronouncements

Recently Adopted Accounting Standards: 

The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the US Securities and Exchange Commission (“SEC”), and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company. The Company has recently adopted the following new accounting standards:

Adopted:

Effective January 2012, the Company adopted ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 represents the converged guidance of the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) on fair value measurement. A variety of measures are included in the update intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend to change the application of existing requirements under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 was effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements.

Effective January 2012, the Company adopted ASU No. 2011-05, Presentation of Comprehensive Income (ASU 2011-05). ASU 2011-05 is intended to increase the prominence of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of the IASB. The amendments require that all non-owner changes in shareholders’ equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12). ASU 2011-12 defers the provisions of ASU 2011-05 that require the presentation of reclassification adjustments on the face of both the statement of income and statement of other comprehensive income. Amendments under ASU 2011-05 that were not deferred under ASU 2011-12 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements.

In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. The Company is evaluating the effect, if any, the adoption of ASU No. 2013-07 may have on its consolidated financial statements.

In April 2014, the FASB issued ASU No. 2014-08 Presentation of Financial Statements (Top 205): Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity.  The objective of ASU No. 2014-08 is to clarify the criteria for determining which disposals can be presented as discontinued operations and also modifies related disclosure requirements. The standard is required to be adopted by public business entities in annual periods beginning on or after December 15, 2014, and interim periods within those annual periods.  Early adoption is permitted for new disposals beginning in the first quarter of 2014, provided financial statements have not been issued before the release of this standard.

Not Yet Adopted:

In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The Company is evaluating the effect, if any, the adoption of ASU 2013-02 may have on its consolidated financial statements.

In July 2013, the FASB issued ASU No 2013-11, Presentation of an Unrecognized Tax Benefit When Net Operating Loss Carryforward Exists.  The objective of ASU 2013-11 is to reduce diversity in practice by providing guidance on the presentation of unrecognized tax benefits, and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, and interim reporting periods therein. Early adoption is permitted. The Company is evaluating the effect, if any, adoption of ASU No. 2013-11 will have on its consolidated financial statements.

Recently Issued Accounting Standards Updates: 

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.

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Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended		6 Months Ended		56 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014
Statement of Operations
Revenue
Cost of sales
Gross Profit
General and administrative expenses	16,390	18,000	40,607	36,000	159,770
Net operating loss	(16,390)	(18,000)	(40,607)	(36,000)	(159,770)
Interest expense	(4,605)	(3,781)	(8,737)	(7,439)	(24,988)
Amortization of stock options/stock compensation	(211,250)	(222,083)	(582,500)	(444,166)	(2,888,750)
Gain on foreign currency exchange					783
Impairment loss					(5,265,000)
Total other income (expenses)	(215,855)	(225,864)	(591,237)	(451,605)	(8,177,955)
Net loss from continuing operations	(232,245)	(243,864)	(631,844)	(487,605)	(8,337,725)
Net loss from discontinued operations		(111,124)		(223,249)	(780,211)
Net loss	$ (232,245)	$ (354,988)	$ (631,844)	$ (710,854)	$ (9,117,936)
Continuing operations	$ (0.01)	$ (0.55)	$ (0.03)	$ (1.10)
Discontinued operations		$ (0.25)		$ (0.50)
Weighted average common shares outstanding - basic and diluted	28,831,044	443,001	18,680,017	443,001

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Common Stock

6 Months Ended

Jul. 31, 2014

Notes

Common Stock

NOTE 7: COMMON STOCK

The following reflects the common stock transactions as adjusted for the change in par value, and the effects of the 1000-to-1 reverse stock-split that occurred on February 14, 2014.

The total number of authorized shares of common stock that may be issued by the Company is 650,000,000 shares with a par value of $0.10.

On April 29, 2014, the Company received notice from the holder of a $3,450 Convertible Note Payable to convert 100% of principal into the Company’s common stock at the conversion rate of $0.003 per share.  As a result, 1,150,000 unrestricted shares of the Company’s common stock, with a par value of $115,000, were issued to the note holder, and additional paid in capital was reduced by -$111,550.

On June 27, 2014, the Company received notice from the holder of a $3,000 Convertible Note Payable to convert 100% of principal into the Company’s common stock at the conversion rate of $0.003 per share.  As a result, 1,000,000 unrestricted shares of the Company’s common stock, with a par value of $100,000, were issued to the note holder, and additional paid in capital was reduced by -$97,000.

On July 15, 2014, in accordance with his Employment Agreement, the Company issued 100,000 shares of restricted common stock, valued at $160,000, to its President for cash in the amount of $100. As a result, additional paid in capital was reduced by -$9,900.

As of July 31, 2014 and January 31, 2014, respectively, 28,893,001 and 443,001 shares of the Company’s common stock were issued and outstanding.

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Preferred Stock

6 Months Ended

Jul. 31, 2014

Notes

Preferred Stock

NOTE 6: PREFERRED STOCK

The total number of authorized shares of preferred stock that may be issued by the Company is 50,000,000 shares with a par value of $0.001.

On December 4, 2013, in connection with the Agreement of the License of Intellectual Property dated November, 4, 3013, the Company issued 2,500,000 shares of Series “A” Convertible Preferred Stock to Eco Science Solutions International, Inc., a company controlled by Domenic Marciano, the Company’s chairman, valued at $5,265,000. As a result, $5,262,500 was recorded as preferred additional paid in capital.  The Preferred Stock is convertible into the Company’s common stock at a rate of 10 shares of common stock for each share of Preferred Stock.

On April 4, 2014, the Company received notice from Eco Science Solutions International, Inc. to convert 100% of the Series “A” preferred shares into restricted common shares on a 10 for 1 basis.  As a result, on April 9, 2014, 25,000,000 shares of the Company’s restricted common stock were issued, and preferred additional paid in capital was reduced by -$5,262,500.

As of July 31, 2014, no shares of the Company’s preferred stock were issued and outstanding.

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Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables)

6 Months Ended

Jul. 31, 2014

Tables/Schedules

Schedule of Effective Income Tax Rate Reconciliation

	July 31, 2014			January 31, 2014
Income (loss) before taxes:
Continuing operations	$	(631,844	)	$	(7,452,402	)
Discontinued operations		––			(384,505	)
Total income (loss) before taxes		(631,844	)		(7,836,907	)
Statutory rate		34%			34%
Computed expected tax payable (recovery)	$	(214,800	)	$	(2,664,400	)
Non-deductible expenses		––			1,000
Change in valuation allowance		214,800			2,663,400
Reported income taxes	$	––		$	––

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Related Party Transactions: Schedule of Related Party Transactions (Tables)

6 Months Ended

Jul. 31, 2014

Tables/Schedules

Schedule of Related Party Transactions

Related party transactions consist of the following:

	July 31, 2014		January 31, 2014
Related party payable-compensation	$	58,250	$	58,250
Notes payable for loans to the Company		22,000		22,000
Convertible notes payable for loans to the Company		69,569		16,991
Total related party loans		91,569		38,991
Total related party transactions	$	149,819	$	97,241

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Income Taxes

6 Months Ended

Jul. 31, 2014

Notes

Income Taxes

NOTE 10: INCOME TAXES

The components of the net change in deferred tax asset at July 31, 2014 and January 31, 2014, the statutory tax rate, the effective tax rate and the amount of the valuation allowance are indicated below:

	July 31, 2014			January 31, 2014
Income (loss) before taxes:
Continuing operations	$	(631,844	)	$	(7,452,402	)
Discontinued operations		––			(384,505	)
Total income (loss) before taxes		(631,844	)		(7,836,907	)
Statutory rate		34%			34%
Computed expected tax payable (recovery)	$	(214,800	)	$	(2,664,400	)
Non-deductible expenses		––			1,000
Change in valuation allowance		214,800			2,663,400
Reported income taxes	$	––		$	––

The significant components of the cumulative deferred income tax assets and liabilities at July 31, 2014 and January 31, 2014, are as follows:

	July 31, 2014			January 31, 2014
Deferred tax assets:
Continuing operations:
Net operating loss carry forward	$	2,834,800		$	2,620,000
Less valuation allowance		(2,834,800	)		(2,620,000	)
Net deferred tax asset - continuing operations	$	––		$	––
Discontinued operations:
Net operating loss carry forward	$	263,700		$	263,700
Less valuation allowance		(263,700	)		(263,700	)
Net deferred tax asset - discontinued operations	$	––		$	––

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Warrants and Options

6 Months Ended

Jul. 31, 2014

Notes

Warrants and Options

NOTE 8: WARRANTS AND OPTIONS

On September 1, 2012, the Company, under its 2012 Plan, granted qualified stock options to purchase 6,500,000 shares of its common stock.  Of the total options granted, 5,000,000 were granted to the President of the Company (the “Executive Options”) at $0.10 per share, and 1,500,000 were granted to a consultant at $0.25 per share (collectively, the “Options”).  The Options are exercisable for a period of five (5) years, vest quarterly over a period of three (3) years, and were valued using the Black-Scholes valuation method at $0.41 per share, or $2,665,000, to be amortized over a 36-month period.

Options Outstanding
		Remaining	Exercise Price		Weighted
	Number of	Contractual Life	times Number		Average
Exercise Price	Shares	(in years)	of Shares		Exercise Price
$0.10	5,000,000	3.25	$	500,000	$0.10
$0.25	1,500,000	3.25		375,000	$0.25
	6,500,000		$	875,000	$0.20

Options Activity		Weighted
	Number	Average
	of Shares	Exercise Price
Outstanding at January 31, 2014	6,500,000	$0.20
Issued	––	––
Exercised	––	––
Expired / Cancelled	––	––
Outstanding at July 31, 2014	6,500,000	$0.20

As of July 31, 2014 and January 31, 2014, the Company has granted a total of 6,500,000 options to purchase common stock shares. In connection with the options granted, a total of $2,665,000 has been recorded as deferred compensation, of which $102,500 and $2,084,617 has been expensed during the six months ended July 31, 2014 and the year ended January 31, 2014, respectively. There remains $256,250 and $358,750 of deferred compensation as of July 31, 2014 and January 31, 2014, respectively.

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Restricted Stock Awards

6 Months Ended

Jul. 31, 2014

Notes

Restricted Stock Awards

NOTE 9: RESTRICTED STOCK AWARDS

On February 15, 2014, in connection with a certain Employment Agreement dated November 15, 2013, its President was awarded the right to purchase 400,000 shares of the Company’s restricted common stock (the “Restricted Stock Units”, “RSUs”) at a per share price of $0.001 (the “Stock Award”).  The Stock Award, valued at $640,000, vests periodically over the period beginning February 15, 2014 through November 15, 2014, at 100,000 RSUs per vesting period.  During the six month period ended July 31, 2014, the Company recorded deferred compensation in the amount of $640,000, of which $480,000 has been expensed in the current year for the 300,000 RSUs vested through July 15, 2014.  There remains $160,000 in deferred compensation to be amortized over the next 4 months.

Restricted Stock Units Activity			Weighted
	Number		Average
	of RSUs		Exercise Price
Outstanding at January 31, 2014	––		––
Awarded	400,000		$0.001
Exercised / Vested	(300,000	)	$0.001
Expired / Cancelled	––		––
Outstanding at July 31, 2014	100,000		$0.001

 As of July 31, 2014, the Company has awarded a total of 400,000 Restricted Stock Units. In connection with the Stock Award, a total of $640,000 has been recorded as deferred compensation, of which $480,000 has been expensed as of July 31, 2014. There remains $160,000 of deferred compensation as of July 31, 2014.

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Subsequent Events

6 Months Ended

Jul. 31, 2014

Notes

Subsequent Events

NOTE 11: SUBSEQUENT EVENTS

The Company has evaluated the events and transactions for recognition or disclosure subsequent to July 31, 2014 and through September 15, 2014, and has determined that there have been no events that would require disclosure.

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Notes and Loans Payable: Debt Conversions (Details) (USD $)	6 Months Ended
	Jul. 31, 2014
Assignee I
Convertible Promissory Note, Conversion, Date	Apr. 29, 2014
Convertible Promissory Note, Conversion, Principal	$ 3,000
Convertible Promissory Note, Conversion, Rate	0.003
Convertible Promissory Note, Conversion, Shares Issued	1,000,000
Assignee III
Convertible Promissory Note, Conversion, Date	Apr. 29, 2014
Convertible Promissory Note, Conversion, Principal	3,450
Convertible Promissory Note, Conversion, Rate	0.003
Convertible Promissory Note, Conversion, Shares Issued	1,150,000
Assignee III
Convertible Promissory Note, Conversion, Date	Jun. 27, 2014
Convertible Promissory Note, Conversion, Principal	3,000
Convertible Promissory Note, Conversion, Rate	$ 0.003
Convertible Promissory Note, Conversion, Shares Issued	1,000,000

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Restricted Stock Awards: Deferred Compensation (Details) (USD $)	6 Months Ended
	Jul. 31, 2014
Details
Restricted Stock Award, Deferred Compensation	$ 640,000
Restricted Stock Award, Deferred Compensation, Current Period Expense	480,000
Restricted Stock Award, Deferred Compensation, Future Expense	$ 160,000

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Warrants and Options: Schedule of Options Activity (Tables)

6 Months Ended

Jul. 31, 2014

Tables/Schedules

Schedule of Options Activity

Options Activity		Weighted
	Number	Average
	of Shares	Exercise Price
Outstanding at January 31, 2014	6,500,000	$0.20
Issued	––	––
Exercised	––	––
Expired / Cancelled	––	––
Outstanding at July 31, 2014	6,500,000	$0.20

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Nature of Business and Continuance of Operations: Change In Control (Details) (USD $)	12 Months Ended
	Jan. 31, 2014
Details
Stock Purchase Agreement, Date	Nov. 26, 2013
Stock Purchase Agreement, Common Stock, Number of Shares	227,370,000
Stock Purchase Agreement, Common Stock, Price Per Share	$ 0.0001
Stock Purchase Agreement, Common Stock, Percentage	51.30%
Stock Purchase Agreement, Common Stock, Proceeds	$ 22,737
Stock Purchase Agreement, Other Terms	“Spin-out” to its Shareholders, one hundred percent (100%) of the issued and outstanding shares of Eaton Scientific Systems Ltd
Stock Purchase Agreement, Spin Off Date	Jan. 09, 2014

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Restricted Stock Awards (Details) (USD $)	6 Months Ended
	Jul. 31, 2014
Restricted Stock Award, Deferred Compensation	$ 640,000
Restricted Stock Award, Deferred Compensation, Current Period Expense	480,000
Restricted Stock Award, Deferred Compensation, Future Expense	160,000
Michael Borkowski
Restricted Stock Award, Date of Award	Feb. 15, 2014
Restricted Stock Award, Total Units Awarded (Common Stock)	400,000
Restricted Stock Award, Price Per Unit	0.001
Restricted Stock Award, Value	640,000
Restricted Stock Award, Units Vested Per Period	100,000
Restricted Stock Award, Deferred Compensation	640,000
Restricted Stock Award, Deferred Compensation, Current Period Expense	480,000
Restricted Stock Award, Units Vested, Total	300,000
Restricted Stock Award, Deferred Compensation, Future Expense	160,000
Restricted Stock Award, Deferred Compensation, Future Expense, Period (in Months)	$ 4

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Preferred Stock: Authorized Shares (Details) (USD $)	Jul. 31, 2014	Jan. 31, 2014
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred Stock, Value
Preferred stock, shares authorized	50,000,000
Preferred stock, par value	$ 0.001

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Consolidated Statements of Cash Flows (Unaudited) (USD $)	6 Months Ended		56 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014
Statement of Cash Flows
Net loss	$ (631,844)	$ (710,854)	$ (9,117,936)
Net loss from discontinued operations		(223,249)	(780,211)
Net loss from continuing operations	(631,844)	(487,605)	(8,337,725)
Amortization of stock options/stock compensation	582,500	444,166	2,888,750
Impairment loss			5,265,000
Increase (decrease) in accounts payable and accrued expenses	(8,483)	7,439	29,374
Increase in related party payables	1,414	32,000	59,664
Net cash used in operating activities	(56,413)	(4,000)	(94,937)
Proceeds from related party loans	52,578		91,569
Proceeds from notes payable			250,000
Subscriptions received	300		300
Net cash provided by financing activities	52,878	0	341,869
Net cash provided by continuing operations	(3,535)	(4,000)	246,932
Net cash used in operating activities		(97,650)	(284,645)
Net cash used in investing activities		(21,837)	(40,113)
Net cash provided by (used in) financing activities		(133,455)	79,975
Net cash used in discontinued operations		(252,942)	(244,783)
Net increase (decrease) in cash	(3,535)	(256,942)	2,149
Cash - beginning of period	5,684	287,421
Cash - end of period	2,149	30,479	2,149
Recapitalization due to share exchange			(108,622)
Preferred stock issued for patent license			5,265,000
Conversion of preferred stock to common stock	5,265,000		5,265,000
Conversion of debt to common stock	9,450		9,450
Distribution of assets upon spin off			(15,013)
Distribution of liabilities upon spin off			608,564
Subscriptions receivable	(300)		(300)
Interest paid
Income taxes paid

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Commitments and Contingencies

6 Months Ended

Jul. 31, 2014

Notes

Commitments and Contingencies

NOTE 5: COMMITMENTS AND CONTINGENCIES

On December 4, 2013, the Company (the “Company,” the “Licensee”) executed an Agreement of the License of Intellectual Property (“License Agreement”) dated November 4, 2013 with Eco Science Solutions International, Inc., a Canadian corporation (“Licensor”), for the license of certain US and Canadian Patent Pending Applications in perpetuity.  In connection with the terms and conditions of the License Agreement, the Company will pay Licensor a royalty equal to three percent (3%) of Gross Revenues (the “Gross Revenues”) earned in connection with the Patent License, payable on a quarterly basis.  As of July 31, 2014, no Gross Revenues have been earned.

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Nature of Business and Continuance of Operations: License of Intellectual Property (Details) (Eco Science Solutions International, Inc.)	6 Months Ended
	Jul. 31, 2014
Eco Science Solutions International, Inc.
License Agreement, Date	Nov. 04, 2013
License Agreement, Patent	EcoFlora Spark Plug
License Agreement, Preferred Shares Issued	2,500,000
License Agreement, Term	in perpetuity
License Agreement, Conversion Feature, Common Shares	10

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Related Party Transactions (Details) (USD $)	6 Months Ended	12 Months Ended
	Jul. 31, 2014	Jan. 31, 2014
Eco Science Solutions Intl Inc. Promissory Note
Related Party Transaction, Date		Nov. 04, 2013
Related Party Transaction, Promissory Note, Principal		$ 22,000
Related Party Transaction, Rate		5.00%
Related Party Transaction, Terms and Manner of Settlement		due within ninety (90) days of written demand
Related Party Transaction, Accrued Interest	811	265
Eco Science Solutions Intl Inc. Convertible Promissory Note
Related Party Transaction, Date	Jan. 31, 2014
Related Party Transaction, Rate	5.00%
Related Party Transaction, Convertible Note, Principal	16,991
Related Party Transaction, Convertible Note, Increase in Principal	52,578
Related Party Transaction, Term (in years)	2
Related Party Transaction, Maturity Date	Jan. 31, 2016
Related Party Transaction, Convertible Note, Conversion Rate	fair market value
Related Party Transaction, Convertible Note, Accrued Interest	$ 869	$ 0
Domenic Marciano
Related Party Transaction, Stock Issuance, Date Issued	Apr. 09, 2014
Related Party Transaction, Stock Issuance, Shares Issued	19,866,668

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Warrants and Options: Schedule of Options Outstanding (Tables)

6 Months Ended

Jul. 31, 2014

Tables/Schedules

Schedule of Options Outstanding

Options Outstanding
		Remaining	Exercise Price		Weighted
	Number of	Contractual Life	times Number		Average
Exercise Price	Shares	(in years)	of Shares		Exercise Price
$0.10	5,000,000	3.25	$	500,000	$0.10
$0.25	1,500,000	3.25		375,000	$0.25
	6,500,000		$	875,000	$0.20