|
|
Nevada
|
46-4199032
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
1135 Makawao Avenue, Suite 103-188, Makawao, Hawaii
|
96768
|
(Address of principal executive offices)
|
(Zip Code)
|
|
|
Registrant's telephone number:
|
(800) 379-0226
|
|
Yes [X] No [ ]
|
|
Yes [X] No [ ]
|
Large accelerated filer [ ]
|
Accelerated filer [ ]
|
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
|
Smaller reporting company [X]
|
|
Emerging growth company [X]
|
|
Yes [ ] No [X ]
|
|
Yes [ ] No [ ]
|
47,557,572 shares of common stock outstanding as of February 12, 2019
|
(Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.)
|
|
|
Page
|
|
PART I – FINANCIAL INFORMATION
|
|
|
|
|
Item 1.
|
Financial Statements
|
4
|
|
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
5
|
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
12
|
|
|
|
Item 4.
|
Controls and Procedures
|
12
|
|
|
|
|
PART II – OTHER INFORMATION
|
|
|
|
|
Item 1.
|
Legal Proceedings
|
13
|
|
|
|
Item 1A.
|
Risk Factors
|
14
|
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
14
|
|
|
|
Item 3.
|
Defaults Upon Senior Securities
|
14
|
|
|
|
Item 4.
|
Mine Safety Disclosures
|
14
|
|
|
|
Item 5.
|
Other Information
|
14
|
|
|
|
Item 6.
|
Exhibits
|
15
|
|
|
|
|
SIGNATURES
|
15
|
|
Page
|
Unaudited Consolidated Balance Sheets as of July 31, 2018 and January 31, 2018
|
F-1
|
F-2
|
|
Unaudited Consolidated Statements of Cash Flows for the six months ended July 31, 2018 and 2017
|
F-3
|
Notes to the Unaudited Consolidated Financial Statements
|
F-4 to F-21
|
July 31, 2018
(Unaudited)
|
January 31, 2018
(Audited)
|
|||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
1,916
|
$
|
2,102
|
||||
Interest receivable
|
12,833
|
6,833
|
||||||
Prepaid expenses
|
34,300
|
38,397
|
||||||
Convertible note
|
100,000
|
100,000
|
||||||
Total current assets
|
149,049
|
147,332
|
||||||
|
||||||||
Property and equipment, net
|
8,684
|
11,273
|
||||||
Intangible assets
|
12,282
|
-
|
||||||
|
||||||||
TOTAL ASSETS
|
$
|
170,015
|
$
|
158,605
|
||||
|
||||||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
1,405,547
|
$
|
893,355
|
||||
588,310
|
505,035
|
|||||||
372,641
|
30,000
|
|||||||
Notes payable
|
4,087,201
|
2,132,430
|
||||||
Convertible note, net
|
||||||||
Total current liabilities
|
4,845,064
|
|||||||
|
||||||||
Total liabilities
|
7,983,660
|
4,845,064
|
||||||
|
||||||||
Stockholders' deficit
|
||||||||
Preferred stock, $0.001 par value, 50,000,000 shares authorized, none issued and outstanding at July 31, 2018 and January 31, 2018
|
||||||||
4,856
|
4,756
|
|||||||
Treasury stock (1,000,000 shares issued at a cost of $0.0075 per share)
|
(7,500
|
)
|
(7,500
|
)
|
||||
Additional paid in capital, common, and deferred compensation
|
61,804,744
|
61,714,844
|
||||||
Accumulated deficit
|
(69,615,745
|
)
|
(66,398,559
|
)
|
||||
Total stockholders' deficit
|
(7,813,645
|
)
|
(4,686,459
|
)
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$
|
170,015
|
$
|
158,605
|
|
For the Three Months
Ended July 31,
|
For the Six Months
Ended July 31,
|
||||||||||||||
|
2018
|
2017
|
2018
|
2017
|
||||||||||||
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
Cost of revenues
|
-
|
-
|
-
|
-
|
||||||||||||
Gross profit
|
-
|
-
|
-
|
-
|
||||||||||||
|
||||||||||||||||
Operation expenses:
|
||||||||||||||||
1,295
|
851
|
2,589
|
1,039
|
|||||||||||||
Legal, accounting and audit fees
|
273,663
|
146,524
|
432,673
|
159,326
|
||||||||||||
Management and consulting fees
|
397,000
|
466,534
|
689,000
|
625,533
|
||||||||||||
Research, development, and promotion
|
-
|
378,467
|
657,948
|
563,885
|
||||||||||||
Office supplies and other general expenses
|
72,536
|
57,077
|
194,676
|
134,365
|
||||||||||||
Advertising and marketing
|
365,325
|
473,678
|
898,763
|
1,104,340
|
||||||||||||
Impairment of goodwill
|
-
|
18,400,000
|
-
|
18,400,000
|
||||||||||||
Total operating expenses
|
19,923,131
|
2,875,649
|
20,988,488
|
|||||||||||||
|
||||||||||||||||
Net operating loss
|
(1,109,819
|
)
|
(19,923,131
|
)
|
(2,875,649
|
)
|
(20,988,488
|
)
|
||||||||
|
||||||||||||||||
Other income (expenses)
|
||||||||||||||||
Interest income
|
3,000
|
-
|
6,000
|
-
|
||||||||||||
Interest expense
|
(184,967
|
)
|
(16,643
|
)
|
(347,537
|
)
|
(24,703
|
)
|
||||||||
Total other income (expenses)
|
(181,967
|
)
|
(16,643
|
)
|
(341,537
|
)
|
(24,703
|
)
|
||||||||
|
||||||||||||||||
Net loss
|
$
|
(1,291,786
|
)
|
$
|
(19,939,774
|
)
|
$
|
(3,217,186
|
)
|
$
|
(21,013,191
|
)
|
||||
|
||||||||||||||||
Net loss per common share - basic and diluted
|
$
|
(0.03
|
)
|
$
|
(0.44
|
)
|
$
|
(0.07
|
)
|
$
|
(0.47
|
)
|
||||
|
||||||||||||||||
Weighted average common shares outstanding - basic and diluted
|
47,546,702
|
44,717,661
|
47,060,334
|
45,029,981
|
||||||||||||
|
|
For the Six Months
ended July 31,
|
|||||||
|
2018
|
2017
|
||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(3,217,186
|
)
|
$
|
(21,013,191
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation
|
2,589
|
1,039
|
||||||
Impairment of goodwill
|
-
|
18,400,000
|
||||||
Research, development and promotion paid by third party directly
|
250,000
|
-
|
||||||
Amortization of debt discount
|
245,717
|
-
|
||||||
Stock based compensation
|
90,000
|
-
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Decrease (increase) in interest receivable
|
(6,000
|
)
|
-
|
|||||
Decrease (increase) in prepaid expenses
|
4,097
|
(28,173
|
)
|
|||||
Increase (decrease) in accounts payable and accrued expenses
|
547,180
|
717,187
|
||||||
Increase (decrease) in related party payables
|
83,287
|
369,336
|
||||||
Net cash used in operating activities
|
(2,000,316
|
)
|
(1,553,802
|
)
|
||||
|
||||||||
Cash Flows from Investing Activities:
|
||||||||
Purchase equipment
|
-
|
(13,265
|
)
|
|||||
Net cash used in investing activities
|
-
|
(13,265
|
)
|
|||||
|
||||||||
Cash flows from financing activities:
|
||||||||
Proceeds from notes payable, related parties
|
295,359
|
546,740
|
||||||
Proceeds from notes payable
|
1,704,771
|
780,000
|
||||||
Net cash provided by financing activities
|
2,000,130
|
1,326,740
|
||||||
|
||||||||
Net decrease in cash
|
(186
|
)
|
(240,327
|
)
|
||||
|
||||||||
Cash-beginning of period
|
2,102
|
244,124
|
||||||
|
||||||||
Cash-end of period
|
$
|
1,916
|
$
|
3,797
|
||||
|
||||||||
SUPPLEMENTAL DISCLOSURES
|
||||||||
Interest paid
|
$
|
-
|
$
|
-
|
||||
Income taxes paid
|
$
|
-
|
$
|
-
|
||||
|
||||||||
NON-CASH ACTIVITIES
|
||||||||
Share issued for Liabilities from unissued shares
|
$
|
-
|
$
|
63,791
|
||||
Note payable
|
$
|
250,000
|
$
|
-
|
||||
Intangible assets purchased through note payable, related parties
|
$
|
12,282
|
$
|
-
|
||||
Accounts payable settled through note payable, related parties
|
$
|
35,000
|
$
|
-
|
|
July 31,
2018
|
January 31,
2018
|
||||
|
||||||
Office equipment
|
$
|
15,528
|
$
|
15,528
|
||
Less: accumulated depreciation and amortization
|
(6,844
|
)
|
(4,255
|
)
|
||
Total property and equipment, net
|
$
|
8,684
|
$
|
11,273
|
|
July 31,
2018
|
January 31,
2018
|
||||||
$
|
13,127
|
$
|
13,127
|
|||||
Other prepaid expenses
|
21,173
|
25,270
|
||||||
Total prepaid expense
|
$
|
34,300
|
$
|
38,397
|
|
Total
|
|||
$
|
289,930
|
|||
1,842,500
|
||||
Balance, January 31, 2018
|
2,132,430
|
|||
Additions
|
1,954,771
|
|||
Balance, July 31, 2018
|
$
|
4,087,201
|
|
July 31, 2018
|
|||||||
|
||||||||
$
|
588,310
|
$
|
505,035
|
|||||
|
||||||||
Notes payable (3)
|
372,641
|
30,000
|
||||||
|
||||||||
Total related party transactions
|
$
|
960,951
|
$
|
537,325
|
Three Months Ended
July 31,
|
Six Months Ended
July 31,
|
|||||||||||||||
|
2018
|
2017
|
2018
|
2017
|
||||||||||||
$
|
28,750
|
$
|
28,750
|
$
|
57,500
|
$
|
57,500
|
|||||||||
Mr. Don Lee Taylor (1)
|
26,250
|
26,250
|
52,500
|
52,500
|
||||||||||||
Ms. Jennifer Taylor (2)
|
9,000
|
6,000
|
18,000
|
12,000
|
||||||||||||
30,000
|
395,000
|
60,000
|
770,000
|
|||||||||||||
30,000
|
20,000
|
60,000
|
20,000
|
|||||||||||||
S. Randall Oveson (6)
|
30,000
|
20,000
|
60,000
|
20,000
|
||||||||||||
Mr. Andy Tucker (7)
|
30,000
|
13,334
|
60,000
|
13,334
|
||||||||||||
|
$
|
184,000
|
$
|
509,334
|
$
|
368,000
|
$
|
945,334
|
|
Three Months Ended
July 31,
|
Six Months Ended
July 31,
|
||||||||||||||
|
2018
|
2017
|
2018
|
2017
|
||||||||||||
Mr. Jeffery Taylor (3)
|
$
|
37
|
$
|
37
|
$
|
75
|
$
|
75
|
||||||||
Mr. Don Lee Taylor (3)
|
37
|
37
|
75
|
75
|
||||||||||||
Mr. Michael Rountree (4)
|
38
|
-
|
38
|
-
|
||||||||||||
|
$
|
112
|
$
|
74
|
$
|
188
|
$
|
150
|
(a)
|
Convert the $1,407,781 Debt, plus accrued interest, into shares of Eco Science Solutions, Inc. Common Stock, at the rate of 15% discount to the closing price on the day of lender's conversion request, per share; or
|
(b)
|
Lender may demand full payment of $1,407,781 or any unpaid balance of the original debt, plus accrued interest from the Company.
|
|
July 31,
2018
|
January 31,
2018
|
||||||
$
|
1,407,781
|
$
|
1,407,781
|
|||||
Liability on stock settled debt
|
248,432
|
248,432
|
||||||
Less: unamortized debt discount
|
(126,252
|
)
|
(371,969
|
)
|
||||
Convertible notes payable, net
|
$
|
1,529,961
|
$
|
1,284,244
|
On March 22, 2016, we entered into a two-year lease commencing April 1, 2016 for a total of 253 square feet of office and 98 square feet of reception space. Monthly base rent for the period April 1, 2016 to March 31, 2017 is $526.50 per month and increases to $552.83 per month for the subsequent year ending March 31, 2018. Operating costs for the first year of the lease were $258.06 per month. The Company has remitted a security deposit in the amount of $817 in respect of the lease. Further our officers and directors have executed a personal guarantee in respect of the aforementioned lease agreement.
|
(b)
|
On January 10, 2017, we entered into an Equity Purchase Agreement (the "Equity Purchase Agreement") with PHENIX VENTURES, LLC ("PVLLC"). Although we are not mandated to sell shares under the Equity Purchase Agreement, the Equity Purchase Agreement gives us the option to sell to PVLLC, up to 10,000,000 shares of our common stock over the period ending January 25, 2019 (or 24 months from the date this Registration Statement is effective). The purchase price of the common stock will be set at eighty-three percent (83%) of the volume weighted average price ("VWAP") of the common stock during the pricing period. The pricing period will be the ten consecutive trading days immediately after the Put Notice date. In addition, there is an ownership limit for PVLLC of 9.99%.
PVLLC is not permitted to engage in short sales involving our common stock during the commitment period ending January 25, 2019. In accordance with Regulation SHO however, sales of our common stock by PVLLC after delivery of a Put Notice of such number of shares reasonably expected to be purchased by PVLLC under a Put will not be deemed a short sale.
A Complaint was filed against Gannon Giguiere, president of Phenix Ventures, in July 2018, by the SEC, which alleges Mr. Giguiere's involvement in certain activities, of which the Company, its' officers, board members, and others directly involved with the Company, have no knowledge of. Until the Complaint is resolved, no funding will be provided by Phenix Ventures to the Company.
To date, there have been no Put Notices and no funding available from Phenix Ventures under the Registration Statement; additionally, no shares have been issued pursuant to the registration statement.
In addition, we must deliver the other required documents, instruments and writings required. PVLLC is not required to purchase the Put Shares unless:
|
-
|
Our registration statement with respect to the resale of the shares of common stock delivered in connection with the applicable put shall have been declared effective.
|
-
|
We shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the registrable securities.
|
-
|
We shall have filed with the SEC in a timely manner all reports, notices and other documents required.
|
|
The Company filed an S-1 Registration Statement in respect of the foregoing on January 27, 2017 which received Effect by the Securities and Exchange Commission, on May 15, 2017. To date there has been no funding provided under the aforementioned agreement.
|
(c)
|
On June 21, 2017, Ga-Du entered into an employment agreement with Ms. Wendy Maguire, whereby Ms. Maguire accepted employment as Vice President, business development of Ga-Du for two years unless terminated earlier in accordance with the agreement. During his period of employment, Ms. Maguire has a base salary at an annual rate of $120,000. The Board shall review the Base Salary on an annual basis and may, but is not required to make upward adjustments from time to time. On December 12, 2018 Ms. Maguire resigned as VP – Business development.
|
(d)
|
On June 21, 2017, Ga-Du entered into an employment agreement with Mr. Dante Jones, whereby Mr. Jones accepted employment as Special Advisor to Ga-Du for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Jones has a base salary at an annual rate of $120,000. The Board shall review the Base Salary on an annual basis and may, but is not required to, make upward adjustments from time to time.
|
On July 21, 2017, we entered into a Sublease commencing August 1, 2017 and terminating the earlier of (a) March 31, 2020, or (b) the date this sublease is terminated by sub landlord upon the occurrence of an event of default, the sublease covers a total of 6,120 square feet of office space. Monthly base rent for the period September 1, 2017 to July 31, 2018 is $14,535, and the first month of rent is free of charge. In the second year the monthly base rent increases to $15,173. In the third year the monthly base rent increases to $15,810. The Company has remitted a security deposit in the amount of $15,810 in respect of this sublease. The Company has passed on recording the deferred rent relative to the one free month of rent contained within the lease as it has been determined to be immaterial. During the period ended April 30, 2018 the Company accrued rent in respect to this sublease for the months of March and April 2018 including applicable operating costs. Subsequent to the quarter the Company has abandoned the space without payment or further accruals, and the lease has been effectively terminated. A balance of $21,051 remains due and payable as at July 31, 2018.
|
The Company has entered into verbal agreements with Take2L, an arms length third party, to develop and service our current technology platform in consideration for certain fees as invoiced monthly. As at July 31, 2018 and January 31, 2018 an amount of $418,810 is due and payable to Take 2L in respect to invoices issued for services rendered. The Company has been unable to settle these invoices as they have come due. Take 2L has had a long working relationship with our Chief Operating Officer, Mr. Rountree, and with regard to other business; Take 2L has no relationship with the Company other than as a provider of services to the Company and does not hold any shares in the Company. Take 2L has continued to provide the Company essential services during the shortfall in funds to meet operational overhead as it comes due and it is expected these accounts will be settled in full as soon as resources become available.
|
|
For the Three Months
Ended July 31,
|
|||||||
|
2018
|
2017
|
||||||
Operating expenses:
|
||||||||
Depreciation
|
1,295
|
851
|
||||||
Legal, accounting and audit fees
|
273,663
|
146,524
|
||||||
Management and consulting fees
|
397,000
|
466,534
|
||||||
Research, development, and promotion
|
-
|
378,467
|
||||||
Office supplies and other general expenses
|
72,536
|
57,077
|
||||||
Advertising and marketing
|
365,325
|
473,678
|
||||||
Impairment of goodwill
|
-
|
18,400,000
|
||||||
Total operating expenses
|
1,109,819
|
19,923,131
|
||||||
|
||||||||
Net operating loss
|
(1,109,819
|
)
|
(19,923,131
|
)
|
||||
|
||||||||
Other income (expenses)
|
||||||||
Interest income
|
3,000
|
-
|
||||||
Interest expense
|
(184,967
|
)
|
(16,643
|
)
|
||||
Total other (expenses)
|
(181,967
|
)
|
(16,643
|
)
|
||||
|
||||||||
Net loss
|
$
|
(1,291,786
|
)
|
$
|
(19,939,774
|
)
|
|
For the Three Months
Ended July 31,
|
|||||||||||
|
2018
|
2017
|
Variances
|
|||||||||
Operating expenses:
|
||||||||||||
Depreciation
|
1,295
|
851
|
444
|
|||||||||
Legal, accounting and audit fees
|
273,663
|
146,524
|
127,139
|
|||||||||
Management and consulting fees
|
397,000
|
466,534
|
(69,534
|
)
|
||||||||
Research, development, and promotion
|
-
|
378,467
|
(378,467
|
)
|
||||||||
Office supplies and other general expenses
|
72,536
|
57,077
|
15,459
|
|||||||||
Advertising and marketing
|
365,325
|
473,678
|
(108,353
|
)
|
||||||||
Impairment of goodwill
|
-
|
18,400,000
|
(18,400,000
|
)
|
||||||||
Total operating expenses
|
1,109,819
|
19,923,131
|
(18,813,312
|
)
|
|
For the Six Months
Ended July 31,
|
|||||||
|
2018
|
2017
|
||||||
Operating expenses:
|
||||||||
Depreciation
|
2,589
|
1,039
|
||||||
Legal, accounting and audit fees
|
432,673
|
159,326
|
||||||
Management and consulting fees
|
689,000
|
625,533
|
||||||
Research, development, and promotion
|
657,948
|
563,885
|
||||||
Office supplies and other general expenses
|
194,676
|
134,365
|
||||||
Advertising and marketing
|
898,763
|
1,104,340
|
||||||
Impairment of goodwill
|
-
|
18,400,000
|
||||||
Total operating expenses
|
2,875,649
|
20,988,488
|
||||||
|
||||||||
Net operating loss
|
(2,875,649
|
)
|
(20,988,488
|
)
|
||||
|
||||||||
Other income (expenses)
|
||||||||
Interest income
|
6,000
|
-
|
||||||
Interest expense
|
(347,537
|
)
|
(24,703
|
)
|
||||
Total other (expenses)
|
(341,537
|
)
|
(24,703
|
)
|
||||
|
||||||||
Net loss
|
$
|
(3,217,186
|
)
|
$
|
(21,013,191
|
)
|
|
For the Six Months
Ended July 31,
|
|||||||||||
|
2018
|
2017
|
Variances
|
|||||||||
Operating expenses:
|
||||||||||||
Depreciation
|
2,589
|
1,039
|
1,550
|
|||||||||
Legal, accounting and audit fees
|
432,673
|
159,326
|
273,347
|
|||||||||
Management and consulting fees
|
689,000
|
625,533
|
63,467
|
|||||||||
Research, development, and promotion
|
657,948
|
563,885
|
94,063
|
|||||||||
Office supplies and other general expenses
|
194,676
|
134,365
|
60,311
|
|||||||||
Advertising and marketing
|
898,763
|
1,104,340
|
(205,577
|
)
|
||||||||
Impairment of goodwill
|
-
|
18,400,000
|
(18,400,000
|
)
|
||||||||
Total operating expenses
|
2,875,649
|
20,988,488
|
(18,112,839
|
)
|
Exhibit Number
|
Exhibit Description
|
|
(31)
|
Rule 13a-14(a)/15d-14(a) Certifications
|
|
Filed herewith
|
||
Filed herewith
|
||
(32)
|
Section 1350 Certifications
|
|
Filed herewith
|
||
Filed herewith
|
||
|
|
|
|
ECO SCIENCE SOLUTIONS, INC.
|
|
|
|
|
February 19, 2019
|
/s/ Jeffery Taylor
|
|
Jeffery Taylor
|
|
President, Chief Executive Officer, Secretary and Director
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Eco Science Solutions Inc. (the "Company);
|
|
|
|
|
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.
|
As the registrant's certifying officer, I am 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 15-d-15 (f) for the registrant and I 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 my 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 period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
|
|
|
|
5.
|
As the registrant's certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
|
|
|
|
|
|
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.
|
Dated: February 19, 2019
|
By:
|
/s/Jeffery Taylor
|
|
|
|
Name: Jeffery Taylor
|
|
|
|
Title: Principal Executive Officer
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Eco Science Solutions Inc. (the "Company);
|
|
|
|
|
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.
|
As the registrant's certifying officer, I am 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 15-d-15 (f) for the registrant and I 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 my 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 period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
|
|
|
|
5.
|
As the registrant's certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
|
|
|
|
|
|
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.
|
Dated: February 19, 2019
|
By:
|
/s/Don Lee Taylor
|
|
|
|
Name: Don Lee Taylor
|
|
|
|
Title: Principal Financial Officer
|
|
|
|
|
|
|
|
|
|
/s/Jeffery Taylor
|
|
Jeffery Taylor
|
|
Principal Executive Officer
|
|
Date: February 19, 2019
|
|
|
|
|
|
/s/Don LeeTaylor
|
|
Don Lee Taylor
|
|
Principal Financial Officer
|
|
Date: February 19, 2019
|
|
Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Jul. 31, 2018 |
Feb. 12, 2019 |
|
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ECO SCIENCE SOLUTIONS, INC. | |
Entity Central Index Key | 0001490873 | |
Amendment Flag | false | |
Trading Symbol | ESSI | |
Current Fiscal Year End Date | --01-31 | |
Document Type | 10-Q | |
Document Period End Date | Jul. 31, 2018 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 47,557,572 |
Consolidated Balance Sheets (Parenthetical) - $ / shares |
Jul. 31, 2018 |
Jan. 31, 2018 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 650,000,000 | 650,000,000 |
Common stock, shares issued | 48,557,572 | 47,557,572 |
Common stock, shares outstanding | 47,557,572 | 46,557,572 |
Treasury stock, shares issued | 1,000,000 | 1,000,000 |
Treasury stock, par value | $ 0.0075 | $ 0.0075 |
Consolidated Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jul. 31, 2018 |
Jul. 31, 2017 |
Jul. 31, 2018 |
Jul. 31, 2017 |
|
Income Statement [Abstract] | ||||
Revenue | ||||
Cost of revenues | ||||
Gross profit | ||||
Operation expenses: | ||||
Depreciation | 1,295 | 851 | 2,589 | 1,039 |
Legal, accounting and audit fees | 273,663 | 146,524 | 432,673 | 159,326 |
Management and consulting fees | 397,000 | 466,534 | 689,000 | 625,533 |
Research, development, and promotion | 378,467 | 657,948 | 563,885 | |
Office supplies and other general expenses | 72,536 | 57,077 | 194,676 | 134,365 |
Advertising and marketing | 365,325 | 473,678 | 898,763 | 1,104,340 |
Impairment of goodwill | 18,400,000 | 18,400,000 | ||
Total operating expenses | 1,109,819 | 19,923,131 | 2,875,649 | 20,988,488 |
Net operating loss | (1,109,819) | (19,923,131) | (2,875,649) | (20,988,488) |
Other income (expenses) | ||||
Interest income | 3,000 | 6,000 | ||
Interest expense | (184,967) | (16,643) | (347,537) | (24,703) |
Total other income (expenses) | (181,967) | (16,643) | (341,537) | (24,703) |
Net loss | $ (1,291,786) | $ (19,939,774) | $ (3,217,186) | $ (21,013,191) |
Net loss per common share - basic and diluted | $ (0.03) | $ (0.44) | $ (0.07) | $ (0.47) |
Weighted average common shares outstanding - basic and diluted | 47,546,702 | 44,717,661 | 47,060,334 | 45,029,981 |
Description of Business and Basis of Presentation |
6 Months Ended |
---|---|
Jul. 31, 2018 | |
Description of Business and Basis of Presentation [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1: DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Organization and nature of business
The Company was incorporated in the state of Nevada on December 8, 2009 under the name Pristine Solutions, Inc. On January 8, 2014, the Company changed its name from Pristine Solutions, Inc. to Eco Science Solutions, Inc.
During fiscal 2016 the Company changed its business focus and on January 1, 2016, the Company entered into a technology licensing and marketing support agreement with Separation Degrees – One, Inc. ("SDOI") that was focused on the development, licensing and management of on-going technology solutions and marketing campaigns for ESSI's initiatives. Additionally, the Company entered into an Asset Purchase Agreement with SDOI wherein the Company acquired a proprietary messaging and customer relationship management software platform from SDOI.
On January 11, 2016, the Company's Board of Directors (the "Board") authorized the creation of 1,000 shares of Series A Voting Preferred Stock. The holder of the shares of the Series A Voting Preferred Stock has the right to vote those shares of the Series A Voting Preferred Stock regarding any matter or action that is required to be submitted to the shareholders of the Company for approval. The vote of each share of the Series A Voting Preferred Stock is equal to and counted as 10 times the votes of all of the shares of the Company's (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval. The Agreement with SDOI was revised so that SDOI received 500,000 shares of Common Stock rather than Preferred Shares; no Preferred Shares were issued to SDOI. In addition to the issuance of the 500,000 shares of common stock as consideration for the Asset Purchase Agreement with SDOI, the Company agreed further to settle all invoices received for services rendered by SDOI, as well as advertising fees incurred, by way of issuance of common stock at a 30% discount to market as S-8 shares.
On January 10, 2017, the Company entered into a Cancellation and Release Agreement with SDOI wherein the Company agreed to issue 4,000,000 common shares to SDOI (or its designee) in exchange for the cancellation of the $1,920,424 worth of remaining outstanding invoices and fees owed to SDOI.
On June 21, 2017, Eco Science Solutions, Inc. (ESSI) entered into a Stock Purchase Agreement ("SPA") with the shareholders of Ga-Du Corporation, a Nevada corporation ("Ga-Du", "Sellers"), wherein, ESSI agreed to purchase, and Sellers agreed to sell 100% of the shares of capital stock of Ga-Du to ESSI, in exchange for fifteen million (15,000,000) shares of ESSI Common Stock, to be issued to Sellers, pursuant to the SPA. In addition, the SPA called for the issuance of an additional 15,000,000 shares of the Company's common stock to the Ga-Du Founders when they brought a bank equity interest to the Company. Subsequently, effective July 30, 2017 the Company and the stockholders of Ga-Du entered into certain amendments to the original June 21, 2017, SPA cancelling the term regarding the issuance of an additional 15,000,000 Shares.
Additionally, on September 22, 2017, and in order to avoid diluting the holdings of existing ESSI Shareholders, Jeffery and Don Taylor, CEO and CFO of ESSI, agreed to return 8,000,000 Shares each of ESSI's Common Stock of their own to the Company for cancellation, effective September 22, 2017.
Following the closing of the SPA, Ga-Du is a wholly owned subsidiary of ESSI, bringing to ESSI a Financial Services Platform, and Inventory Control and Advisory Software Platforms, thus completing the ESSI product suite to benefit both consumer and professional customers of the Company.
On July 26, 2017, all of the Shares of an Uruguayan entity, Holway Sociedad Anonima ("Holway", "Holway SA") were purchased by certain former shareholders of Ga-Du who thereafter became the sole shareholders of Holway. Holway's objective is to perform business in the Free-trade zone in Uruguay in accordance with the laws of the Free-trade zone; in every kind of industrial, commercial or other activity relating to its business of providing financial services. On September 19, 2017, the Holway shareholders transferred all of their shares of Holway to Ga- Du, and will hereafter conduct business pursuant to the Holway Uruguayan registration as Ga-Du; Doing Business As (DBA). Additionally, Holway has applied for a financial advisory services charter to perform its financial services through Ga-Du, and under the regulatory laws of the Uruguayan Central Bank. As of the date of this report, the process to secure the financial advisory charter remains in suspense until such time as ESSI secures additional financing.
However, once the application for the Financial Advisory Services Charter is approved, Ga-Du, through its Financial Advisory Services Charter, and in conjunction with the Alliance Financial Network system, intends to provide foreign jurisdictions with legalized cannabis, a banking mechanism to conduct business relative to the cannabis industry, and within the laws governing cannabis industry in those foreign jurisdictions doing business with the United States, and in compliance with US and foreign laws relative to the cannabis industry.
Furthermore, Ga-Du will work closely with representatives of the South American MasterCard/Visa Card services, allowing Ga-Du to process merchant services through the Uruguayan entity, Holway, for transactions relative to the Cannabis industry, in countries and states where Cannabis is legalized. Presently the Company is awaiting approval of the charter prior to conducting operations under this entity.
Further, on September 22, 2017, Ga-Du Corporation entered into an Assignment Agreement with G&L Enterprises, wherein G&L Enterprises assigned, to Ga-Du Corporation, all of its rights, interest in, and obligations under a License and Master Marketing Agreement (LMMA) it entered into with Alliance Financial Network, Inc. ("AFN", "Alliance") on September 6, 2017.
On March 5, 2018, an Addendum to the LMMA was entered into and agreed upon, wherein the LMMA was amended to reflect the right of Ga-Du to receive revenue from Colorado businesses; the LMMA originally excluded existing Colorado business as any revenue generating businesses. In addition the revenue split under the LMMA was also revised. Among other things, in exchange for the split, where under Ga-Du is to receive 50% of all revenues, Ga-Du agreed to pay to Alliance $405,000 in two tranches, for operational expenses and business development in the State of Colorado as well as in other states. As a result, Ga-Du is entitled to receive 10% of all of Alliance's net revenue earned from Colorado revenues from October 15, 2017 forward.
A final payment to Alliance was made on April 24, 2018, as agreed upon in the Addendum to the LMMA, making the Addendum Effective. As part of the agreed final payment $170,000 was advanced in cash by Mr. Lewis, the CEO of Ga-Du, as a loan to the Company, and Mr. Rountree, our COO, assumed the remaining $35,000 in the form of a debt assignment between a third party and Alliance. As a result, the Company was notified of its first revenues under the LMMA totaling $7,121 (10% of net revenue generated by Colorado Business), as at April 30, 2018. The Company intends to record revenues as of the date funds are received into our accounts. Subsequent to the period ended April 30, 2018, the Company and Alliance determined the $35K in amounts payable to a third party assumed by Mr. Rountree would be paid in cash, and the note assignment canceled. During July and August 2018, Mr. Rountree remitted the final $35,000 in payments for the benefit of Alliance, which amount has been subsequently included in related party payables. As at July 31, 2018 total revenues allocated to the Company as reported by Alliance were $16,901.
With the acquisition of Ga-Du, ESSI's product suite represent is now an enclosed ecosystem for business location, localized communications between consumers and business operators, on-topic social networking, inventory management / selection, payment facilitation and delivery arrangement. The Company's holistic commerce and content platform enables health, wellness and alternative medicine enthusiasts to easily locate, access, and connect with others to facilitate the research of and purchasing of eco-science friendly products.
Financial Statements Presented
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the six months ended July 31, 2018, are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2019. For further information, refer to the financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2018 as filed with the Securities and Exchange Commission on November 19, 2018.
Principals of Consolidation
The consolidated financial statements include the accounts of Eco Science Solutions, Inc. and its wholly-owned subsidiary, Ga-Du Corporation. All significant intercompany balances and transactions have been eliminated. |
Going Concern |
6 Months Ended |
---|---|
Jul. 31, 2018 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 2: 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, 2018, the Company had a working capital deficit of $7,834,611 and an accumulated deficit of $69,615,745. 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. |
Summary of Significant Accounting Policies |
6 Months Ended |
---|---|
Jul. 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of 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 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, 2018, and January 31, 2018, respectively, the Company had cash, but no cash equivalents.
Property and Equipment
Property and equipment are recorded at cost. Depreciation and amortization on property and equipment are determined using the straight-line method over the three to five year estimated useful lives of the assets.
Technology, licensing rights and software (Intangible assets)
Technology, licensing rights and software are recorded at cost and capitalized and are reviewed for impairment at a minimum of once per year or whenever events or changes in circumstances suggest a need for evaluation.
Advertising and Marketing Costs
Advertising and marketing costs are expensed as incurred and were $365,325 during the three months ended July 31, 2018 and $473,678 in the same period ended July 31, 2017. Advertising and marketing costs are expensed as incurred and were $898,763 during the six months ended July 31, 2018 and $1,104,340 in the same period ended July 31, 2017. Advertising and marketing costs include ad placement and click through programs placed on a wide network of mediums acquired from advertising consolidators including Outbrain, MGID, Rev Content, Yahoo, MSN, AOL, Google and others for the full scope of the Company's brands including the Herbo and Fitrix apps for all platforms, GooglePlay, iOS, Android, as well as the corporate e-commence site and all the other underlying supporting social media platforms such as YouTube, Twitter, Instagram, and Facebook. Further the Company incurs other advertising expense in respect to its attendance at various venues to promote our business objectives.
Revenue Recognition
Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from licensing agreements and contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured.
As of July 31, 2018, and 2017, no revenue has been recognized, and there was no impact on the Company's financial statements as a result of adopting Topic 606 during the most recent fiscal year end.
While the Company has entered into an LMMA under which we are entitled to fee-based revenue on a profit-sharing basis, the Company has determined that when recording its revenue, the monthly income is not clearly determinable until the fees are paid to the Company by AFN. As at July 31, 2018 fees payable by AFN for the period October 2017 through July 2018 as reconciled in commission reports received from AFN have not been received by the Company. Because of this, the Company has determined to record its revenue in respect to the LMMA on the cash basis. In the future, should the fee structure and reporting process become more easily determinable, the recognition method may change. Pursuant to AFN's revenue reports, the amount payable to Ga-Du Corporation is $16,901 (10% of net revenue generated by Colorado Business) at July 31, 2018. The Company will record the revenue once we receive the proceeds. Cost of Revenue
Costs of revenue consist of the direct expenses incurred to generate revenue. Such costs are recorded as incurred. Our cost of revenue will consist consists primarily of fees associated with the operation of our social media venues and fulfillment of specific customer advertising campaigns related to our downloadable apps. In the case of revenue earned by our wholly owned subsidiary, proceeds allocated to our revenue interest are net of associated costs.
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.
Convertible Debt and Beneficial Conversion Features
The Company evaluates embedded conversion features within convertible debt under ASC 815 "Derivatives and Hedging" to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration of any beneficial conversion features.
Stock Settled Debt
In certain instances, the Company will issue convertible notes which contain a provision in which the price of the conversion feature is priced at a fixed discount to the trading price of the Company's common shares as traded in the over-the-counter market. In these instances, the Company records a liability, in addition to the principal amount of the convertible note, as stock-settled debt for the fixed value transferred to the convertible note holder from the fixed discount conversion feature. As of July 31, 2018, and January 31, 2018, the Company had recorded within Convertible Notes, net of discount, the amount of $1,529,961 and $1,284,244 for the value of the stock settled debt for certain convertible notes (see Note 8).
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.
Recently issued accounting pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations. |
Property and Equipment |
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Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||
PROPERTY AND EQUIPMENT | NOTE 4: PROPERTY AND EQUIPMENT
Property and equipment, net consists of the following:
Depreciation expense was $1,295 and $851 for the three months ended July 31, 2018 and 2017, respectively.
Depreciation expense was $2,589 and $1,039 for the six months ended July 31, 2018 and 2017, respectively. |
Intangible Assets |
6 Months Ended |
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Jul. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5: INTANGIBLE ASSETS
On June 21, 2017, the Company acquired a 100% interest in Ga-Du including certain intangible assets such as a Financial Services Platform, Testing Labs, and Inventory Control and Advisory Software Platforms. Intangible assets acquired as part of the acquisition of Ga-Du were fully impaired on acquisition.
During the six months ended July 31, 2018 the Company continued to develop its software platforms and has capitalized a total of $12,282 in respect to ongoing software development, the entire amount of which was funded by the Company's Chief Operating Officer, Mr. Mike Rountree. |
Sponsorship Agreements |
6 Months Ended |
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Jul. 31, 2018 | |
Sponsorship Agreements [Abstract] | |
SPONSORSHIP AGREEMENTS | NOTE 6: SPONSORSHIP AGREEMENTS
On February 9, 2017, the Company entered into a Sponsorship Agreement with Fruit of Life Productions LLC, wherein, the Company agreed to pay Fruit of Life Productions LLC the sum of Fifty Thousand Dollars ($50,000).
On April 16, 2017, the Company entered into a Sponsorship, Content Development and Licensing Agreement with Roaring Lion Tours, Inc., wherein, the Company agreed to pay Roaring Lion Tours, Inc. the sum of One Hundred Thirty-Five Thousand Dollars ($135,000) for the licensing and distribution right to content developed during Kaya Fest, in Miami, Florida on April 22, 2017. The arrangement allowed for the Company to sponsor the Kaya Festival as well as the right to use any audio and audio-visual content developed by the Kaya Festival.
The total amount of $185,000 expended has been recorded as research, development, and promotional expenses during the three months ended April 30, 2017.
On April 1, 2018, ESSI entered into a Sponsorship Agreement with Fruit of Life Productions, LLC. The terms of the Agreement allow Eco Science Solutions, Inc. (ESSI) to sponsor Kaya Fest 2018, to be held in San Bernardino, California, and to be acknowledged by Fruit of Life Productions as a Sponsor at Kaya Fest, the Company agrees to pay Fruit of Life Productions $250,000. Sponsorship benefits will include, among other things, the following:
(1) Main Stage named after ESSI; (2) Four 10x10 on site vendor booths; (3) Banner (10) placement in venue; (4) Audio/Video assets provided as promotional use for ESSI's Herbo; (5) Name and phrase of ESSI called out on stage between performers sets; (6) ESSI's logo and a link to ESSI on Kaya Fest website; (7) ESSI's logo on video wall; (8) ESSI's name and logo as presenting sponsor; (9) Banner at main entrance of venue; (10) On stage banner placement; and (11) ESSI's logo on all promotional print for Kaya Fest.
The term of the Agreement began on April 1, 2018, and will continue until April 30, 2018, at 11:59 p.m. at the closing of the Kaya Fest. Total fees payable of $250,000 have been recorded as research, development, and promotional expenses during the three months ended April 30, 2018. These fees were paid to Fruit of Life directly by a third party. |
License and Master Marketing Agreement |
6 Months Ended |
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Jul. 31, 2018 | |
License and Master Marketing Agreement [Abstract] | |
LICENSE AND MASTER MARKETING AGREEMENT | NOTE 7: LICENSE AND MASTER MARKETING AGREEMENT
On September 22, 2017, Ga-Du Corporation entered into an Assignment Agreement with G&L Enterprises, wherein G&L Enterprises assigned to Ga-Du Corporation, all of its rights, interest in, and obligations under a License and Master Marketing Agreement (LMMA) it entered into with Alliance Financial Network, Inc. ("AFN", "Alliance") on September 6, 2017. The basic terms of that Agreement are as follows:
Alliance provides certain financial and marketing services to businesses and individuals, including the Cannabis Industry, on a programmatic or membership basis (the "Financial Program"), of which Alliance derives fees and income from enrolling companies in the Financial Program and providing a range of services, with respect to which AFN and Ga-Du may derive fees and income, for such clients (the "Members") according to the AFN pricing schedule (the "Fees").
Alliance Financial Network is registered with FinCEN (MSB Registration Number: 31000094744769) as a financial services institution, compliant with the AML/BSA guidelines of FinCEN, and is regulated by the Internal Revenue Service. Operating a mobile application known as eXPO™ electronic eXchange Portal, Alliance provides financial and marketing services to businesses and individuals, which are challenged in the traditional banking systems, and generally are those that require more intensive compliance then banks are willing, or able to perform. One such industry is the cannabis industry; Alliance is configured to establish Membership relationships businesses in this industry following a full compliance audit on the business.
Ga-Du has agreed to issue, or cause to be issued, two hundred thousand (200,000) shares of the Company's common stock to Alliance. Ga-Du shall have the exclusive right to undertake marketing responsibilities of Alliance's Financial Services to businesses in the Cannabis industry, initially in Michigan, and Washington, with plans to extend throughout the United States, provided that it shall not extend to any states where Cannabis sales have not been legalized by that state's laws.
Ga-Du shall be credited with all Cannabis related members and revenues that use Alliance's financial and marketing services, regardless of the source of revenue, or the party that enrolled the customer that generated the revenues, that are generated within any territory in which Ga-Du has commenced business.
Alliance provides all software platform(s) necessary to deliver the Financial Services, assure compliance with appropriate Federal Requirements and international money laundering restrictions, administer all compliance, enrollment, and collection of fees from the Members contracting with Alliance, provide any and all necessary marketing or other materials describing Alliance's services and program, will forward any required Sales Commissions to the appropriate recipients, and assure adequate customer service at all times.
Alliance is responsible for the functional operation of any software utilized in providing its services and for the administration and handling of monies and/or any credits relating thereto and, in the event of any claim, cause of action or lawsuit (together the "Claims") for failure to properly administer such responsibilities, Alliance shall have the sole obligation to defend such Claim(s) and shall fully indemnify, defend and hold harmless Ga-Du from and against such Claims.
Alliance maintains accounting and data concerning the income from the Cannabis Industry and will generate a monthly income statement as to each of the following revenue streams: (i) membership fees; (ii) cash depository fees; (iii) merchant processing and credit card fees; (iv) transfer fees; and (v) advertising fees.
Alliance and Ga-Du will split compensation derived from income generated from enrollees of Ga-Du as follows: (a) for income from point of sale payments to merchants, after deducting any Sales Commissions and cost basis (interchange and bank fees), Alliance will receive forty percent (40%), and Ga-Du shall receive sixty percent (60%); (b) for income from cash depository business deriving from the Cannabis industry, Alliance will receive sixty five percent (65%), and Ga-Du will receive thirty five percent (35%); (c) for income derived from membership fees from the Cannabis industry, Alliance and Ga-Du will split the revenue 40/60 as in (a) above; (d) for income generated from transfer fees, Alliance and Ga-Du will split the revenue on a 50/50 basis; and (e) for any other income derived from providing services to the Cannabis industry, Alliance and Ga-Du will split the income on an equal fifty/fifty basis, except that income derived from advertising fees paid by advertisers utilizing Alliance's kiosks will be split eighty-five percent (85%) to Alliance and fifteen percent (15%) to Ga-Du.
Additionally, the terms of the License and Master Marketing Agreement G&L entered into with Alliance included a $100,000 Convertible Promissory Note ("Note") payable to G&L, based upon money G&L loaned to Alliance; the sole member of G&L Enterprises, L. John Lewis, is one of the founding members of Ga-Du Corporation. On September 22, 2017, G&L Enterprises assigned the July 6, 2017 $100,000 Convertible Promissory Note to Ga-Du The terms of the Note are for one year with 12% interest, and following the above-referenced assignment, payable to the Ga-Du Corporation. Furthermore, the Note can, at Ga-Du's option, be converted upon maturity into 1.12% of the equity of Alliance.
200,000 shares of common stock valued at $50,000, or $0.25 per share were expensed as research and development expenses.
A total amount of $102,533 in respect to the assigned convertible note, include principal of $100,000 and accrued interest receivable of $2,533 which amounts were recorded as additional paid in capital.
On March 5, 2018, an Addendum to that certain LMMA entered into between Ga-Du, the Company and AFN. (d/b/a eXPOTM) ("Alliance", "eXPOTM"), and dated September 6, 2017, was entered into and agreed upon, wherein the LMMA was amended to reflect the right of Ga-Du to receive revenue from Colorado businesses; the LMMA originally excluded existing Colorado business as any revenue generating businesses.
The Addendum allows for the following split:
"With respect to the fee split between Alliance and Ga-Du as to income derived from cash depository business designated by eXPOTM as "Legacy Cash" deposited from businesses in the Cannabis industry, or other cash depository business brought in by Ga-Du, the Company shall receive fifty percent (50%) of all revenues and Ga-Du shall receive fifty percent (50%) of all such revenues (the "Cash Depository Revenues")".
Among other things, in exchange for the split, whereby Ga-Du is to receive 50% of all revenues, Ga-Du agreed to pay to Alliance $405,000 in two tranches, for operational expenses and business development in the State of Colorado as well as in other states.
Additionally, Ga-Du, from October 15, 2017, and going forward, is entitled to receive 10% of all of Alliance's net revenue earned from Colorado revenues.
The payment to Alliance in the amount of $405,000 was concluded as of April 24, 2018, and has been recorded as research, development, and promotional expenses during the three months ended April 30, 2018.
Pursuant to Alliance's revenue reports, the amount payable to Ga-Du Corporation is $16,901 (10% of net revenue generated by Colorado Business) as at July 31, 2018. The Company will record the revenue once we receive the proceeds. |
Prepaid Expenses |
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Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||
PREPAID EXPENSES | NOTE 8: PREPAID EXPENSES
Prepaid expenses consist of the following:
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Convertible Promisory Note Receivable |
6 Months Ended |
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Jul. 31, 2018 | |
Convertible Promisory Note Receivable [Abstract] | |
CONVERTIBLE PROMISORY NOTE RECEIVABLE | NOTE 9: CONVERTIBLE PROMISSORY NOTE RECEIVABLE
As discussed in Note 7, the Company acquired a convertible note receivable in the principal amount of $100,000 and accrued interest receivable in the amount of $2,533 on September 22, 2017.
The Note matures on July 6, 2018 and bears interest at a rate of 12% per annum and is payable to Ga-Du Corporation. The Note can, at Ga-Du's option, be converted upon maturity into 1.12% of the equity of Alliance.
During the six months ended July 31, 2018 and 2017, the company recorded interest income of $3,000 and nil, respectively. As of July 31, 2018, the interest receivable on this note totaled $9,833 (January 31, 2018 - $6,833). |
Notes Payable |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||
NOTES PAYABLE | NOTE 10: NOTES PAYABLE
Note 1:
During the fiscal year ended January 31, 2017, the Company received an accumulated amount of $14,930 from a third party. The notes bear interest at a rate of 1% per annum, and each due three months from issue date. During the six months ended July 31, 2018 and 2017, the Company accrued interest expense of $74. As of July 31, 2018, and January 31, 2018, the Company has accrued interest payable of $330 and $256, respectively.
Note 2:
During the fiscal year ended January 31, 2017, the Company received an amount of $50,000 from a third party. The note bears interest at a rate of 1% per annum and is due three months from issue date. As at January 31, 2018 the note became due and remained unpaid. During the six months ended July 31, 2018 and 2017, the Company accrued interest expense of $248. As of April 30, 2018, and January 31, 2018, the Company has accrued interest payable of $996 and $626, respectively.
Note 3:
During the fiscal year ended January 31, 2017, the Company received an amount of $225,000 from a third party. The note bears interest at a rate of 6% per annum and is due one year from issue date.
During the fiscal year ended January 31, 2018 the Company received accumulated amounts of $1,842,500 from a third party. The notes bear interest at a rate of 6% per annum and each is due one year from issue date.
During the three months ended April 30, 2018 the Company received accumulated amounts of $1,063,500 from a third party. The notes bear interest at a rate of 6% per annum and each is due one year from issue date.
On March 28, 2018 this third party purchased an additional $250,000 in notes from our COO, Mr. Michael Rountree. The purchased notes bear interest at a rate of 1% per annum beginning on June 27, 2018 and are payable within thirty days notice of the Maturity Date.
During the three months ended July 31, 2018 the Company received accumulated amounts of $357,000 from a third party. The notes bear interest at a rate of 6% per annum and each is due one year from issue date.
During the six months ended July 31, 2018 and 2017, the Company accrued interest expense of $101,311 and $21,879 respectively on the aforementioned notes. As of July 31, 2018, and January 31, 2018, the Company has accrued interest payable of $177,417 and $76,106, respectively.
Note 4:
On July 31, 2018 the Company received amount of $284,271 from a third party. The notes bear interest at a rate of 1% per annum, and due nine months from issue date. |
Related Party Transactions |
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Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS | NOTE 11: RELATED PARTY TRANSACTIONS
As of July 31, 2018, and January 31, 2018, related parties are due a total of $960,951 and $537,325, respectively
Interest expenses from related parties:
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Convertible Note Payable |
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Convertible Note Payable [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||
CONVERTIBLE NOTE PAYABLE | NOTE 12: CONVERTIBLE NOTE PAYABLE
On October 31, 2017 a third party agreed to purchase debt owed to Mr. Rountree, our COO, in the amount of $1,407,781 with a maturity date on or before November 1, 2018. Interest shall be 1% per annum, beginning on November 1, 2017 on the total amount of the debt of $1,407,781, and paid every 120 days on any outstanding balance, and shall begin to accrue on the date of conveyance.
At the Maturity Date of this convertible debenture, Lender has the option to:
The total beneficial conversion feature discount recognized was $496,864 which is being amortized over the terms of the convertible notes payable. During the six months ended July 31, 2018 and 2017 the Company recognized interest expense of $245,717 and $0 related to the amortization of the beneficial conversion feature discount. The unamortized balance of the beneficial conversion feature was $126,252 and $371,969 as of July 31, 2018 and January 31, 2018, respectively.
At July 31, 2018 and January 31, 2018, convertible note payable consisted of the following:
During the six months ended July 31, 2018 and 2017, the Company accrued interest expense of $7,078 and $0 respectively. As at the date of this report, the Lender has not made a demand for payment and the note is in default. |
Commitments |
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Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||
COMMITMENTS | NOTE 13: COMMITMENTS
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Capital Stock |
6 Months Ended |
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Jul. 31, 2018 | |
Equity [Abstract] | |
CAPITAL STOCK | NOTE 14: CAPITAL STOCK
Common Stock
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 $0.0001.
As of July 31, 2018, there were 48,557,572 shares issued and 47,557,572 shares outstanding, and as at January 31, 2018 there were 47,557,572 shares issued and 46,557,572 shares outstanding.
Common stock issued during the six months ended July 31, 2018
On May 1, 2018, the Company deemed the issuance of 1,000,000 shares of restricted stock valued at $90,000 or $0.09 per share, the fair market value on the date of the agreement. (ref: Note 13 (h)). The shares were administratively issued subsequent to the date of this report.
Common stock issued during the fiscal year ended January 31, 2018
On February 16, 2017, the Company issued 26,386 shares of common stock pursuant to a conversion notice presented to the Company relative to a convertible note for previously incurred and unpaid compensation totalling $59,000 plus accrued interest which amount was due to a former officer and director.
On July 11, 2017, the Company issued 16,000,000 shares of restricted stock valued at $18,400,000 or $1.15 per share, the fair market value on the date of issue pursuant to the Stock Purchase Agreement entered into with the founders of Ga-Du Corporation, Andy Tucker, L. John Lewis, Dante Jones, and Wendy Maguire (ref: Note 3).
On September 22, 2017, Jeffery and Don Taylor, CEO and CFO of the Company each agreed to return 8,000,000 shares of common stock held in their respective names to the transfer agent for cancellation.
On September 22, 2017, the Company issued 200,000 shares of restricted stock valued at $50,000 or $0.25 per share, the fair market value on the date of issue pursuant to the Assignment Agreement entered between Ga-Du Corporation and G&L Enterprises. (ref: Note 7).
On November 14, 2017, the Company issued 1,000,000 shares of restricted stock valued at $101,000 or $0.101 per share, the fair market value on the date of the agreement. (ref: Note 13 (g)).
Series A Voting Preferred Shares
On January 11, 2016, the Company's Board of Directors (the "Board") authorized the creation of 1,000 shares of Series A Voting Preferred Stock. The holder of the shares of the Series A Voting Preferred Stock has the right to vote those shares of the Series A Voting Preferred Stock regarding any matter or action that is required to be submitted to the shareholders of the Company for approval. The vote of each share of the Series A Voting Preferred Stock is equal to and counted as 10 times the votes of all of the shares of the Company's (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval. The Series A Voting Preferred Stock will not be convertible into Common Stock.
As of July 31, 2018, and January 31, 2018, no Series A Voting Preferred Shares were issued. |
Contingencies |
6 Months Ended |
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Jul. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | NOTE 15: CONTINGENCIES
On July 7, 2017, a purported shareholder of Eco Science Solutions, Inc. (the "Company"), Mr. Jimmie Glorioso, filed a verified shareholder derivative complaint against Jeffrey L. Taylor, Don L. Taylor (collectively, Jeffrey and Don Taylor are the "Taylors"), L. John Lewis and S. Randall Oveson, the directors and officers in the Company, in the First Judicial District Court of the State of Nevada, Carson City County (the "Nevada Complaint"). The Company is identified as a nominal defendant, against which no claims are plead. The Nevada Complaint arises out of alleged materially false and misleading statements or omissions from SEC filings and/or public statements by or on behalf of Company. The Nevada Complaint asserts claims on behalf of the Company for breach of fiduciary duties against the Taylors, unjust enrichment against all individual defendants, abuse of control against the Taylors, gross mismanagement against the Taylors, waste of corporate assets against the Taylors and aiding and abetting breach of fiduciary duty against all individual defendants. The Nevada Complaint (1) seeks judicial declarations that (i) Mr. Glorioso may maintain this action on behalf of the Company and (ii) all individual defendants have breached and/or aided and abetted the breach of their fiduciary duties to the Company; (2) seeks damages to the Company allegedly sustained as a result of the acts/omissions of all individual defendants; (3) seeks an order directing the Company and all individual defendants to take all necessary actions to reform and improve the Company's corporate governance in order to avoid any alleged future harm to the Company. The individual defendants, the Company and the plaintiff have stipulated to a temporary stay of the proceedings.
On October 20, 2017, a purported shareholder of the Company, Mr. Ian Bell, filed a verified stockholder derivative complaint against the Taylors, L. John Lewis and S. Randall Oveson, the directors and officers in the Company, and Gannon Giguiere in the United States District Court for the District of Hawaii (the "Hawaii Complaint"). The Company is identified as a nominal defendant, against which no claims are plead. The Hawaii Complaint arises out of alleged materially false and misleading statements or omissions from SEC filings and/or public statements by or on behalf of the Company. The Hawaii Complaint asserts claims on behalf of the Company for breach of fiduciary duty against the Taylors and Mr. Oveson, aiding and abetting breach of fiduciary duty against all individual defendants, waste of corporate assets against all individual defendants and unjust enrichment against all individual defendants. The Hawaii Complaint (1) seeks damages for the alleged breaches of fiduciary duties, aiding and abetting, waste and unjust enrichment and an order directing the Company and all individual defendants to take all necessary actions to reform and improve the Company's corporate governance in order to avoid any alleged future harm to the Company.
On November 3, 2017, a purported shareholder of Eco Science Solutions, Inc. (the "Company"), Mr. Hans Menos, filed a verified shareholder derivative complaint against Jeffrey L. Taylor, Don L. Taylor (collectively, Jeffrey and Don Taylor are the "Taylors"), L. John Lewis, S. Randall Oveson, the directors and officers in the Company, and Gannon Giguiere in the United States District Court for the District of Nevada (the "Nevada Federal Complaint"). The Company is identified as a nominal defendant, against which no claims are plead. The Nevada Federal Complaint arises out of alleged materially false and misleading statements or omissions from SEC filings and/or public statements by or on behalf of Company. The Nevada Federal Complaint asserts claims on behalf of the Company for breach of fiduciary duties against the Taylors, unjust enrichment against all individual defendants, abuse of control against the Taylors, gross mismanagement against the Taylors, waste of corporate assets against the Taylors and aiding and abetting breach of fiduciary duty against all individual defendants. The Nevada Federal Complaint (1) seeks judicial declarations that (i) Mr. Menos may maintain this action on behalf of the Company and (ii) all individual defendants have breached and/or aided and abetted the breach of their fiduciary duties to the Company; (2) seeks damages to the Company allegedly sustained as a result of the acts/omissions of all individual defendants; (3) seeks an order directing the Company and all individual defendants to take all necessary actions to reform and improve the Company's corporate governance in order to avoid any alleged future harm to the Company.
On July 6, 2018, the Securities and Exchange Commission filed a Complaint against Gannon Giguiere, president of Phenix Ventures, LLC and the Company's largest outside funder. The Complaint alleges Mr. Giguiere's involvement in certain activities, of which the Company, its' officers, board members, and others directly involved with the Company, have no knowledge of. Pursuant to the Complaint being filed, the Company is looking for funding elsewhere as it continues to require outside funding until it generates more consistent revenue. The Company previously filed an S-1 Registration Statement whereby Phenix would fund the Company in exchange for shares and upon Put Notices; to date, there have been no Put Notices and no funds from Phenix Ventures under the registration statement – no shares have been issued pursuant to the Registration Statement.
On September 10, 2018 the Company received a Letter of Summons and Notice of Complaint from Wendy Maguire, Vice President of Business Development for Ga Du Corporation, filed in the United States District Court from the Western District of Washington on September 4, 2018 and naming The Company, its subsidiary Ga Du Corporation and two of the Company's officers as Defendants. The Claims filed under the Complaint include payment of accrued and unpaid wages, legal fees and damages. The Company is in the process of filing a response to the Complaint. |
Subsequent Events |
6 Months Ended |
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Jul. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16: SUBSEQUENT EVENTS
On December 12, 2018 Ms. Wendy Maguire resigned as Vice President, Business Development.
The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there are no additional subsequent events to disclose. |
Summary of Significant Accounting Policies (Policies) |
6 Months Ended |
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Jul. 31, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates
The preparation of 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 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 | 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, 2018, and January 31, 2018, respectively, the Company had cash, but no cash equivalents. |
Property and Equipment | Property and Equipment
Property and equipment are recorded at cost. Depreciation and amortization on property and equipment are determined using the straight-line method over the three to five year estimated useful lives of the assets. |
Technology, licensing rights and software (Intangible assets) | Technology, licensing rights and software (Intangible assets)
Technology, licensing rights and software are recorded at cost and capitalized and are reviewed for impairment at a minimum of once per year or whenever events or changes in circumstances suggest a need for evaluation. |
Advertising and Marketing Costs | Advertising and Marketing Costs
Advertising and marketing costs are expensed as incurred and were $365,325 during the three months ended July 31, 2018 and $473,678 in the same period ended July 31, 2017. Advertising and marketing costs are expensed as incurred and were $898,763 during the six months ended July 31, 2018 and $1,104,340 in the same period ended July 31, 2017. Advertising and marketing costs include ad placement and click through programs placed on a wide network of mediums acquired from advertising consolidators including Outbrain, MGID, Rev Content, Yahoo, MSN, AOL, Google and others for the full scope of the Company's brands including the Herbo and Fitrix apps for all platforms, GooglePlay, iOS, Android, as well as the corporate e-commence site and all the other underlying supporting social media platforms such as YouTube, Twitter, Instagram, and Facebook. Further the Company incurs other advertising expense in respect to its attendance at various venues to promote our business objectives. |
Revenue Recognition | Revenue Recognition
Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from licensing agreements and contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured.
As of July 31, 2018, and 2017, no revenue has been recognized, and there was no impact on the Company's financial statements as a result of adopting Topic 606 during the most recent fiscal year end.
While the Company has entered into an LMMA under which we are entitled to fee-based revenue on a profit-sharing basis, the Company has determined that when recording its revenue, the monthly income is not clearly determinable until the fees are paid to the Company by AFN. As at July 31, 2018 fees payable by AFN for the period October 2017 through July 2018 as reconciled in commission reports received from AFN have not been received by the Company. Because of this, the Company has determined to record its revenue in respect to the LMMA on the cash basis. In the future, should the fee structure and reporting process become more easily determinable, the recognition method may change. Pursuant to AFN's revenue reports, the amount payable to Ga-Du Corporation is $16,901 (10% of net revenue generated by Colorado Business) at July 31, 2018. The Company will record the revenue once we receive the proceeds. |
Cost of Revenue | Cost of Revenue
Costs of revenue consist of the direct expenses incurred to generate revenue. Such costs are recorded as incurred. Our cost of revenue will consist consists primarily of fees associated with the operation of our social media venues and fulfillment of specific customer advertising campaigns related to our downloadable apps. In the case of revenue earned by our wholly owned subsidiary, proceeds allocated to our revenue interest are net of associated costs. |
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. |
Convertible Debt and Beneficial Conversion Features | Convertible Debt and Beneficial Conversion Features
The Company evaluates embedded conversion features within convertible debt under ASC 815 "Derivatives and Hedging" to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration of any beneficial conversion features. |
Stock Settled Debt | Stock Settled Debt
In certain instances, the Company will issue convertible notes which contain a provision in which the price of the conversion feature is priced at a fixed discount to the trading price of the Company's common shares as traded in the over-the-counter market. In these instances, the Company records a liability, in addition to the principal amount of the convertible note, as stock-settled debt for the fixed value transferred to the convertible note holder from the fixed discount conversion feature. As of July 31, 2018, and January 31, 2018, the Company had recorded within Convertible Notes, net of discount, the amount of $1,529,961 and $1,284,244 for the value of the stock settled debt for certain convertible notes (see Note 8). |
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. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations. |
Property and Equipment (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||
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Jul. 31, 2018 | ||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||
Schedule of property and equipment, net |
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Prepaid Expenses (Tables) |
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Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||
Schedule of prepaid expenses |
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Notes Payable (Tables) |
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Jul. 31, 2018 | |||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||
Schedule of notes payable |
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Related Party Transactions (Tables) |
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Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of related party transactions |
Interest expenses from related parties:
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Convertible Note Payable (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Schedule of convertible note payable |
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Going Concern (Details) - USD ($) |
Jul. 31, 2018 |
Jan. 31, 2018 |
---|---|---|
Going Concern Textual [Abstract] | ||
Working capital deficit | $ 7,834,611 | |
Accumulated deficit | $ (69,615,745) | $ (66,398,559) |
Summary of Significant Accounting Policies (Details) - USD ($) |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jul. 31, 2018 |
Jul. 31, 2017 |
Jul. 31, 2018 |
Jul. 31, 2017 |
Jan. 31, 2018 |
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Summary of Significant Accounting Policies (Textual) | |||||
Advertising and marketing costs | $ 365,325 | $ 473,678 | $ 898,763 | $ 1,104,340 | |
Revenue recognition, description | Pursuant to AFN's revenue reports, the amount payable to Ga-Du Corporation is $16,901 (10% of net revenue generated by Colorado Business) at July 31, 2018. | ||||
Convertible notes, net of discount | $ 1,529,961 | $ 1,529,961 | $ 1,284,244 | ||
Minimum [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Estimated useful lives of property and equipment | 3 years | ||||
Maximum [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Estimated useful lives of property and equipment | 5 years |
Property and Equipment (Details) - USD ($) |
Jul. 31, 2018 |
Jan. 31, 2018 |
---|---|---|
Property, Plant and Equipment [Abstract] | ||
Office equipment | $ 15,528 | $ 15,528 |
Less: accumulated depreciation and amortization | (6,844) | (4,255) |
Total property and equipment, net | $ 8,684 | $ 11,273 |
Property and Equipment (Details Textual) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jul. 31, 2018 |
Jul. 31, 2017 |
Jul. 31, 2018 |
Jul. 31, 2017 |
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Property and Equipment (Textual) | ||||
Depreciation expense | $ 1,295 | $ 851 | $ 2,589 | $ 1,039 |
Intangible Assets (Details) - USD ($) |
Jul. 31, 2018 |
Jun. 21, 2017 |
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Intangible Assets (Textual) | ||
Intangible assets acquired, percentage | 100.00% | |
Capitalized total | $ 12,282 |
Sponsorship Agreements (Details) - USD ($) |
3 Months Ended | 6 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|---|
Apr. 01, 2018 |
Jul. 31, 2018 |
Apr. 30, 2018 |
Jul. 31, 2017 |
Apr. 30, 2017 |
Jul. 31, 2018 |
Jul. 31, 2017 |
Apr. 16, 2017 |
Feb. 09, 2017 |
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Sponsorship Agreements (Textual) | |||||||||
Research, development, and promotional expenses | $ 378,467 | $ 657,948 | $ 563,885 | ||||||
Fruit of Life Productions LLC [Member] | |||||||||
Sponsorship Agreements (Textual) | |||||||||
Payment of sponsorship agreements | $ 250,000 | $ (50,000) | |||||||
Research, development, and promotional expenses | $ 250,000 | $ 185,000 | |||||||
Agreements Benefit Description | (1) Main Stage named after ESSI; (2) Four 10x10 on site vendor booths; (3) Banner (10) placement in venue; (4) Audio/Video assets provided as promotional use for ESSI's Herbo; (5) Name and phrase of ESSI called out on stage between performers sets; (6) ESSI's logo and a link to ESSI on Kaya Fest website; (7) ESSI's logo on video wall; (8) ESSI's name and logo as presenting sponsor; (9) Banner at main entrance of venue; (10) On stage banner placement; and (11) ESSI's logo on all promotional print for Kaya Fest. | ||||||||
Roaring Lion Tours, Inc. [Member] | |||||||||
Sponsorship Agreements (Textual) | |||||||||
Payment of sponsorship agreements | $ (135,000) |
License and Master Marketing Agreement (Details) - USD ($) |
1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
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Oct. 15, 2017 |
Apr. 24, 2018 |
Sep. 22, 2017 |
Apr. 30, 2018 |
Jul. 31, 2018 |
Jul. 31, 2017 |
Jan. 31, 2018 |
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License and Master Marketing Agreement (Textual) | |||||||
Convertible promissory note payable | $ 102,533 | ||||||
Derived from income generated from enrollees of Ga Dut, description | Alliance and Ga-Du will split compensation derived from income generated from enrollees of Ga-Du as follows: (a) for income from point of sale payments to merchants, after deducting any Sales Commissions and cost basis (interchange and bank fees), Alliance will receive forty percent (40%), and Ga-Du shall receive sixty percent (60%); (b) for income from cash depository business deriving from the Cannabis industry, Alliance will receive sixty five percent (65%), and Ga-Du will receive thirty five percent (35%); (c) for income derived from membership fees from the Cannabis industry, Alliance and Ga-Du will split the revenue 40/60 as in (a) above; (d) for income generated from transfer fees, Alliance and Ga-Du will split the revenue on a 50/50 basis; and (e) for any other income derived from providing services to the Cannabis industry, Alliance and Ga-Du will split the income on an equal fifty/fifty basis, except that income derived from advertising fees paid by advertisers utilizing Alliance's kiosks will be split eighty-five percent (85%) to Alliance and fifteen percent (15%) to Ga-Du. | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Principal amount | $ 100,000 | $ 100,000 | |||||
Interest receivable contributed to additional paid in capital | $ 2,533 | ||||||
Percentage of revenue received | 10.00% | 50.00% | |||||
Revenue recognition, description | Pursuant to AFN's revenue reports, the amount payable to Ga-Du Corporation is $16,901 (10% of net revenue generated by Colorado Business) at July 31, 2018. | ||||||
Alliance [Member] | |||||||
License and Master Marketing Agreement (Textual) | |||||||
Common stock, shares issued | 200,000 | ||||||
Convertible promissory note interest, percentage | 1.12% | ||||||
Research, development, and promotional expenses | $ 405,000 | ||||||
Alliance [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||
License and Master Marketing Agreement (Textual) | |||||||
Operational expenses and business development | $ 405,000 | ||||||
Alliance [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||
License and Master Marketing Agreement (Textual) | |||||||
Operational expenses and business development | $ 405,000 | ||||||
G&L Enterprises [Member] | |||||||
License and Master Marketing Agreement (Textual) | |||||||
Convertible promissory note interest, percentage | 12.00% | ||||||
Convertible promissory note payable | $ 100,000 | ||||||
Research and Development Expenses [Member] | |||||||
License and Master Marketing Agreement (Textual) | |||||||
Common stock, shares issued | 200,000 | ||||||
Common stock issued, value | $ 50,000 | ||||||
Common stock, par value | $ 0.25 |
Prepaid Expenses (Details) - USD ($) |
Jul. 31, 2018 |
Jan. 31, 2018 |
Mar. 22, 2016 |
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Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Office lease - Security deposits | $ 13,127 | $ 13,127 | $ 817 |
Other prepaid expenses | 21,173 | 25,270 | |
Total prepaid expense | $ 34,300 | $ 38,397 |
Convertible Promisory Note Receivable (Details) - USD ($) |
1 Months Ended | 3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|---|
Sep. 22, 2017 |
Jul. 31, 2018 |
Jul. 31, 2017 |
Jul. 31, 2018 |
Jul. 31, 2017 |
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Convertible Promisory Note Receivable (Textual) | |||||
Principal amount | $ 100,000 | $ 100,000 | $ 100,000 | ||
Accrued interest receivable | $ 2,533 | ||||
Interest income | $ 3,000 | $ 6,000 | |||
Interest receivable, description | As of July 31, 2018, the interest receivable on this note totaled $9,833 (January 31, 2018 - $6,833). | ||||
Ga-Du Corporation [Member] | |||||
Convertible Promisory Note Receivable (Textual) | |||||
Maturity date | Jul. 06, 2018 | ||||
Note bears interest rate | 12.00% | 12.00% | |||
Maturity description | The Note can, at Ga-Du's option, be converted upon maturity into 1.12% of the equity of Alliance. |
Notes Payable (Details) - USD ($) |
6 Months Ended | 12 Months Ended |
---|---|---|
Jul. 31, 2018 |
Jan. 31, 2018 |
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Debt Disclosure [Abstract] | ||
Balance | $ 2,132,430 | $ 289,930 |
Additions | 1,954,771 | 1,842,500 |
Balance | $ 4,087,201 | $ 2,132,430 |
Notes Payable (Details Textual) - USD ($) |
1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|---|---|
Mar. 28, 2018 |
Jul. 31, 2018 |
Apr. 30, 2018 |
Jul. 31, 2018 |
Jul. 31, 2017 |
Jan. 31, 2017 |
Jan. 31, 2018 |
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Notes Payable and Convertible Note (Textual) | |||||||
Accrued interest expense | $ 7,078 | $ 0 | |||||
Note 1 [Member] | |||||||
Notes Payable and Convertible Note (Textual) | |||||||
Services provided from related parties | $ 14,930 | ||||||
Due date, description | The notes bear interest at a rate of 1% per annum, and each due three months from issue date. | ||||||
Accrued interest expense | 74 | 74 | |||||
Accrued interest payable | $ 330 | 330 | $ 256 | ||||
Note 2 [Member] | |||||||
Notes Payable and Convertible Note (Textual) | |||||||
Services provided from related parties | $ 50,000 | ||||||
Due date, description | The note bears interest at a rate of 1% per annum and is due three months from issue date. | ||||||
Accrued interest expense | 248 | 248 | |||||
Accrued interest payable | $ 996 | 626 | |||||
Note 3 [Member] | |||||||
Notes Payable and Convertible Note (Textual) | |||||||
Services provided from related parties | $ 357,000 | $ 1,063,500 | 357,000 | $ 225,000 | 1,842,500 | ||
Due date, description | The purchased notes bear interest at a rate of 1% per annum beginning on June 27, 2018 and are payable within thirty days notice of the Maturity Date. | The notes bear interest at a rate of 6% per annum and each is due one year from issue date. | The notes bear interest at a rate of 6% per annum and each is due one year from issue date. | The note bears interest at a rate of 6% per annum and is due one year from issue date. | |||
Accrued interest expense | 101,311 | $ 21,879 | |||||
Accrued interest payable | $ 177,417 | 177,417 | $ 76,106 | ||||
Additional purchase amount | $ 250,000 | ||||||
Note 4 [Member] | |||||||
Notes Payable and Convertible Note (Textual) | |||||||
Services provided from related parties | $ 284,271 | $ 284,271 | |||||
Due date, description | The notes bear interest at a rate of 1% per annum, and due nine months from issue date. |
Related Party Transactions (Details) - Related Party [Member] - USD ($) |
Jul. 31, 2018 |
Jan. 31, 2018 |
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Related Party Transaction [Line Items] | |||||||||||||||||
Related party payable | [1],[2],[3],[4],[5],[6],[7] | $ 588,310 | $ 505,035 | ||||||||||||||
Notes payable | [3] | 372,641 | 30,000 | ||||||||||||||
Total related party transactions | $ 960,951 | $ 537,325 | |||||||||||||||
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Related Party Transactions (Details 1) - USD ($) |
3 Months Ended | 6 Months Ended | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2018 |
Jul. 31, 2017 |
Jul. 31, 2018 |
Jul. 31, 2017 |
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Related Party Transaction [Line Items] | |||||||||||||||||
Services provided from related parties | $ 184,000 | $ 509,334 | $ 368,000 | $ 945,334 | |||||||||||||
Mr. Jeffery Taylor [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Services provided from related parties | [1] | 28,750 | 28,750 | 57,500 | 57,500 | ||||||||||||
Mr. Don Lee Taylor [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Services provided from related parties | [1] | 26,250 | 26,250 | 52,500 | 52,500 | ||||||||||||
Ms. Jennifer Taylor [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Services provided from related parties | [2] | 9,000 | 6,000 | 18,000 | 12,000 | ||||||||||||
Mr. Michael Rountree [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Services provided from related parties | [3] | 30,000 | 395,000 | 60,000 | 770,000 | ||||||||||||
L. John Lewis [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Services provided from related parties | [4] | 30,000 | 20,000 | 60,000 | 20,000 | ||||||||||||
S. Randall Oveson [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Services provided from related parties | [5] | 30,000 | 20,000 | 60,000 | 20,000 | ||||||||||||
Mr. Andy Tucker [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Services provided from related parties | [6] | $ 30,000 | $ 13,334 | $ 60,000 | $ 13,334 | ||||||||||||
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Related Party Transactions (Details 2) - USD ($) |
3 Months Ended | 6 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2018 |
Jul. 31, 2017 |
Jul. 31, 2018 |
Jul. 31, 2017 |
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Related Party Transaction [Line Items] | |||||||||
Interest expenses from related parties | $ 112 | $ 74 | $ 188 | $ 150 | |||||
Mr. Jeffery Taylor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Interest expenses from related parties | [1] | 37 | 37 | 75 | 75 | ||||
Mr. Don Lee Taylor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Interest expenses from related parties | [1] | 37 | 37 | 75 | 75 | ||||
Mr. Michael Rountree [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Interest expenses from related parties | [2] | $ 38 | $ 38 | ||||||
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Convertible Note Payable (Details) - USD ($) |
Jul. 31, 2018 |
Jan. 31, 2018 |
---|---|---|
Convertible Note Payable [Abstract] | ||
Principal amount | $ 1,407,781 | $ 1,407,781 |
Liability on stock settled debt | 248,432 | 248,432 |
Less: unamortized debt discount | (126,252) | (371,969) |
Convertible notes payable, net | $ 1,529,961 | $ 1,284,244 |
Convertible Note Payable (Details Textual) - USD ($) |
1 Months Ended | 3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|---|
Oct. 31, 2017 |
Apr. 30, 2018 |
Jul. 31, 2018 |
Jul. 31, 2017 |
Jan. 31, 2018 |
|
Convertible Note Payable (Textual) | |||||
Convertible note payable, description | Third party agreed to purchase debt owed to Mr. Rountree, our COO, in the amount of $1,407,781 with a maturity date on or before November 1, 2018. Interest shall be 1% per annum, beginning on November 1, 2017 on the total amount of the debt of $1,407,781, and paid every 120 days on any outstanding balance, and shall begin to accrue on the date of conveyance. | ||||
Full payment of unpaid balance | $ 1,407,781 | ||||
Beneficial conversion feature discount | 496,864 | ||||
Amortization of the beneficial conversion feature discount | 245,717 | $ 0 | |||
Unamortized balance of the beneficial conversion feature | 126,252 | $ 371,969 | |||
Accrued interest expense | $ 7,078 | $ 0 | |||
Lender [Member] | |||||
Convertible Note Payable (Textual) | |||||
Convertible debt accrued interest | $ 1,407,781 | ||||
Common stock discount percentage | 15.00% |
Commitments (Details) - USD ($) |
1 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|
Apr. 15, 2018 |
Nov. 14, 2017 |
Jan. 10, 2017 |
Jul. 21, 2017 |
Jun. 21, 2017 |
Mar. 22, 2016 |
Jul. 31, 2018 |
Jan. 31, 2018 |
|
Commitments (Textual) | ||||||||
Security deposit | $ 817 | $ 13,127 | $ 13,127 | |||||
Purchase of common stock stock | 10,000,000 | |||||||
Equity ownership percentage | 83.00% | |||||||
Addition equity method investment ownership addition percentage | 9.99% | |||||||
Commitments, description | On July 21, 2017, we entered into a Sublease commencing August 1, 2017 and terminating the earlier of (a) March 31, 2020, or (b) the date this sublease is terminated by sub landlord upon the occurrence of an event of default, the sublease covers a total of 6,120 square feet of office space. Monthly base rent for the period September 1, 2017 to July 31, 2018 is $14,535, and the first month of rent is free of charge. In the second year the monthly base rent increases to $15,173. In the third year the monthly base rent increases to $15,810. The Company has remitted a security deposit in the amount of $15,810 in respect of this sublease. The Company has passed on recording the deferred rent relative to the one free month of rent contained within the lease as it has been determined to be immaterial. During the period ended April 30, 2018 the Company accrued rent in respect to this sublease for the months of March and April 2018 including applicable operating costs. Subsequent to the quarter the Company has abandoned the space without payment or further accruals, and the lease has been effectively terminated. A balance of $21,051 remains due and payable as at July 31, 2018. | On March 22, 2016, we entered into a two-year lease commencing April 1, 2016 for a total of 253 square feet of office and 98 square feet of reception space. Monthly base rent for the period April 1, 2016 to March 31, 2017 is $526.50 per month and increases to $552.83 per month for the subsequent year ending March 31, 2018. Operating costs for the first year of the lease were $258.06 per month. | ||||||
Due and payable | $ 418,810 | $ 418,810 | ||||||
Consultant [Member] | ||||||||
Commitments (Textual) | ||||||||
Commitments, description | Under the terms of the contract the Consultant shall receive an annual fee of $120,000, payable quarterly on the first day of each quarter with a commencement date of May 1, 2018. Further the Company may settle amounts payable to Consultant by way of issuance of shares on 15 days notice. Any shares issued under the contract for services rendered will be issued at a 15% discount to market to the closing market price on the day before the first day of the quarter. A further 1,000,000 restricted shares shall be issued upon commencement of the term and are subject to a six- month leak out restriction once available for resale under Rule 144. The shares were issued subsequent to the date of this report. The contract term is six months and is renewable for additional six-month terms by mutual consent of the parties. | |||||||
Mr. Stephen Marley [Member] | ||||||||
Commitments (Textual) | ||||||||
Compensate amount | $ 10,000 | |||||||
Restricted shares issued | 1,000,000 | |||||||
Ms. Maguire [Member] | ||||||||
Commitments (Textual) | ||||||||
Commitments, description | On June 21, 2017, Ga-Du entered into an employment agreement with Ms. Wendy Maguire, whereby Ms. Maguire accepted employment as Vice President, business development of Ga-Du for two years unless terminated earlier in accordance with the agreement. During his period of employment, Ms. Maguire has a base salary at an annual rate of $120,000. The Board shall review the Base Salary on an annual basis and may, but is not required to make upward adjustments from time to time. On December 12, 2018 Ms. Maguire resigned as VP - Business development. | |||||||
Mr. Jones [Member] | ||||||||
Commitments (Textual) | ||||||||
Commitments, description | On June 21, 2017, Ga-Du entered into an employment agreement with Mr. Dante Jones, whereby Mr. Jones accepted employment as Special Advisor to Ga-Du for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Jones has a base salary at an annual rate of $120,000. The Board shall review the Base Salary on an annual basis and may, but is not required to, make upward adjustments from time to time. |
Capital Stock (Details) - USD ($) |
1 Months Ended | 6 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|---|
May 02, 2018 |
Nov. 14, 2017 |
Jul. 11, 2017 |
Jan. 11, 2016 |
Sep. 22, 2017 |
Feb. 16, 2017 |
Jul. 31, 2018 |
Jul. 31, 2017 |
Jan. 31, 2018 |
|
Capital Stock (Textual) | |||||||||
Common stock, shares issued | 48,557,572 | 47,557,572 | |||||||
Common stock, shares outstanding | 47,557,572 | 46,557,572 | |||||||
Common stock, shares authorized | 650,000,000 | 650,000,000 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||||
Officer and director [Member] | |||||||||
Capital Stock (Textual) | |||||||||
Common stock, shares issued | 26,386 | ||||||||
Unpaid compensation totaling accrued interest | $ 59,000 | ||||||||
Series A Voting Preferred Shares [Member] | Board of Directors [Member] | |||||||||
Capital Stock (Textual) | |||||||||
Preferred stock, shares authorized | 1,000 | ||||||||
Series A voting preferred stock, description | The vote of each share of the Series A Voting Preferred Stock is equal to and counted as 10 times the votes of all of the shares of the Company's (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval. The Series A Voting Preferred Stock will not be convertible into Common Stock. | ||||||||
Mr. Jeffery Taylor [Member] | |||||||||
Capital Stock (Textual) | |||||||||
Unpaid compensation totaling accrued interest | $ 150 | $ 150 | |||||||
Common stock, shares held | 8,000,000 | ||||||||
Mr. Don Lee Taylor [Member] | |||||||||
Capital Stock (Textual) | |||||||||
Common stock, shares held | 8,000,000 | ||||||||
Restricted Stock [Member] | |||||||||
Capital Stock (Textual) | |||||||||
Restricted shares issued | 1,000,000 | 1,000,000 | 16,000,000 | 200,000 | |||||
Restricted shares issued, value | $ 90,000 | $ 101,000 | $ 18,400,000 | $ 50,000 | |||||
Common stock price per share | $ 0.09 | $ 0.101 | $ 1.15 | $ 0.25 |
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