Cover
Cover - shares | 9 Months Ended | |
Oct. 31, 2023 | Dec. 08, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | ECO SCIENCE SOLUTIONS INC. | |
Entity Central Index Key | 0001490873 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Oct. 31, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2024 | |
Entity Common Stock Shares Outstanding | 52,957,572 | |
Entity File Number | 000-54803 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 46-4199032 | |
Entity Address Address Line 1 | 300 S. El Camino Real #206 | |
Entity Address City Or Town | San Clemente | |
Entity Address State Or Province | CA | |
Entity Address Postal Zip Code | 92672 | |
City Area Code | 833 | |
Local Phone Number | 464-3726 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Oct. 31, 2023 | Jan. 31, 2023 |
Current assets | ||
Cash | $ 2,526 | $ 526 |
Prepaid expenses | 0 | 14,000 |
Total current assets | 2,526 | 14,526 |
Intangible asset | 100,000 | 0 |
TOTAL ASSETS | 102,526 | 14,526 |
Current liabilities | ||
Accounts payable and accrued expenses | 4,105,532 | 3,650,587 |
Related party payables | 3,040,473 | 2,793,945 |
Notes payable, short-term, related party | 3,521,099 | 3,171,979 |
Notes payable, current portion | 2,960,118 | 2,610,118 |
Convertible note, net | 1,656,213 | 1,656,213 |
Total current liabilities | 15,283,435 | 13,882,842 |
Notes payable, net of current portion | 0 | 350,000 |
Total liabilities | 15,283,435 | 14,232,842 |
Stockholders' deficit | ||
Preferred stock, $0.001 par, 50,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.0001 par, 650,000,000 shares authorized, 53,957,572 shares issued and 52,957,572 shares outstanding | 5,396 | 5,396 |
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 | 62,166,104 | 62,166,104 |
Accumulated deficit | (77,344,909) | (76,382,316) |
Total stockholders' deficit | (15,180,909) | (14,218,316) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 102,526 | $ 14,526 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Oct. 31, 2023 | Jan. 31, 2023 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 650,000,000 | 650,000,000 |
Common stock, shares issued | 53,957,572 | 53,957,572 |
Common stock, shares outstanding | 52,957,572 | 52,957,572 |
Treasury stock, shares issued | 1,000,000 | 1,000,000 |
Treasury stock, par value | $ 0.0075 | $ 0.0075 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Operating Expenses | ||||
Cost of revenue | 0 | 0 | 0 | 0 |
Legal, accounting and audit fees | 22,500 | 42,500 | 108,858 | 94,000 |
Management and consulting fees | 140,500 | 189,500 | 441,833 | 578,500 |
Research, development, and promotion | 107,603 | 218,059 | 321,253 | 572,182 |
Office supplies and other general expenses | 5,609 | 12,034 | 37,087 | 50,767 |
Total operating expenses | 276,212 | 462,093 | 909,031 | 1,295,449 |
Net operating loss | (276,212) | (462,093) | (909,031) | (1,295,449) |
Other income (expenses) | ||||
Interest expense | (9,806) | (9,808) | (29,102) | (29,104) |
Interest expense, related parties | (8,473) | (7,046) | (24,460) | (19,713) |
Total other income (expenses) | (18,279) | (16,854) | (53,562) | (48,817) |
Net loss | $ (294,491) | $ (478,947) | $ (962,593) | $ (1,344,266) |
Net loss per common share - basic and diluted | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.03) |
Weighted average common shares outstanding - basic and diluted | 52,957,572 | 52,957,572 | 52,957,572 | 52,957,572 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT (Unaudited) - USD ($) | Total | Common Stock | Preferred Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Treasury Stock |
Balance, shares at Jan. 31, 2022 | 53,957,572 | 1,000,000 | ||||
Balance, amount at Jan. 31, 2022 | $ (12,420,761) | $ 5,396 | $ 0 | $ 62,166,104 | $ (74,584,761) | $ (7,500) |
Net Loss | (435,539) | $ 0 | 0 | 0 | (435,539) | $ 0 |
Balance, shares at Apr. 30, 2022 | 53,957,572 | 1,000,000 | ||||
Balance, amount at Apr. 30, 2022 | (12,856,300) | $ 5,396 | 0 | 62,166,104 | (75,020,300) | $ (7,500) |
Balance, shares at Jan. 31, 2022 | 53,957,572 | 1,000,000 | ||||
Balance, amount at Jan. 31, 2022 | (12,420,761) | $ 5,396 | 0 | 62,166,104 | (74,584,761) | $ (7,500) |
Net Loss | (1,344,266) | |||||
Balance, shares at Oct. 31, 2022 | 53,957,572 | 1,000,000 | ||||
Balance, amount at Oct. 31, 2022 | (13,765,027) | $ 5,396 | 0 | 62,166,104 | (75,929,027) | $ (7,500) |
Balance, shares at Apr. 30, 2022 | 53,957,572 | 1,000,000 | ||||
Balance, amount at Apr. 30, 2022 | (12,856,300) | $ 5,396 | 0 | 62,166,104 | (75,020,300) | $ (7,500) |
Net Loss | (429,780) | (429,780) | ||||
Balance, shares at Jul. 31, 2022 | 53,957,572 | 1,000,000 | ||||
Balance, amount at Jul. 31, 2022 | (13,286,080) | $ 5,396 | 0 | 62,166,104 | (75,450,080) | $ (7,500) |
Net Loss | (478,947) | (478,947) | ||||
Balance, shares at Oct. 31, 2022 | 53,957,572 | 1,000,000 | ||||
Balance, amount at Oct. 31, 2022 | (13,765,027) | $ 5,396 | 0 | 62,166,104 | (75,929,027) | $ (7,500) |
Balance, shares at Jan. 31, 2023 | 53,957,572 | 1,000,000 | ||||
Balance, amount at Jan. 31, 2023 | (14,218,316) | $ 5,396 | 0 | 62,166,104 | (76,382,316) | $ (7,500) |
Net Loss | (308,216) | $ 0 | 0 | 0 | (308,216) | $ 0 |
Balance, shares at Apr. 30, 2023 | 53,957,572 | 1,000,000 | ||||
Balance, amount at Apr. 30, 2023 | (14,526,532) | $ 5,396 | 0 | 62,166,104 | (76,690,532) | $ (7,500) |
Balance, shares at Jan. 31, 2023 | 53,957,572 | 1,000,000 | ||||
Balance, amount at Jan. 31, 2023 | (14,218,316) | $ 5,396 | 0 | 62,166,104 | (76,382,316) | $ (7,500) |
Net Loss | (962,593) | |||||
Balance, shares at Oct. 31, 2023 | 53,957,572 | 1,000,000 | ||||
Balance, amount at Oct. 31, 2023 | (15,180,909) | $ 5,396 | 0 | 62,166,104 | (77,344,909) | $ (7,500) |
Balance, shares at Apr. 30, 2023 | 53,957,572 | 1,000,000 | ||||
Balance, amount at Apr. 30, 2023 | (14,526,532) | $ 5,396 | 0 | 62,166,104 | (76,690,532) | $ (7,500) |
Net Loss | (359,886) | (359,886) | ||||
Balance, shares at Jul. 31, 2023 | 53,957,572 | 1,000,000 | ||||
Balance, amount at Jul. 31, 2023 | (14,886,418) | $ 5,396 | 0 | 62,166,104 | (77,050,418) | $ (7,500) |
Net Loss | (294,491) | (294,491) | ||||
Balance, shares at Oct. 31, 2023 | 53,957,572 | 1,000,000 | ||||
Balance, amount at Oct. 31, 2023 | $ (15,180,909) | $ 5,396 | $ 0 | $ 62,166,104 | $ (77,344,909) | $ (7,500) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (962,593) | $ (1,344,266) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 14,000 | (14,000) |
Increase (decrease) in accounts payable and accrued expenses | 454,945 | 326,066 |
Increase (decrease) in related party payables | 246,528 | 525,353 |
Net cash used in operating activities | (247,120) | (506,847) |
Cash Flows from Investing Activities: | ||
Acquisition of intangible asset | (100,000) | 0 |
Net cash used in investing activities | (100,000) | 0 |
Cash flows from financing activities: | ||
Advances from related party loans | 349,120 | 507,028 |
Net cash provided by financing activities | 349,120 | 507,028 |
Net decrease in cash | 2,000 | 181 |
Cash-beginning of period | 526 | 72 |
Cash-end of period | 2,526 | 253 |
SUPPLEMENTAL DISCLOSURES | ||
Interest paid | 0 | 0 |
Income taxes paid | $ 0 | $ 0 |
NATURE OF BUSINESS AND CONTINUA
NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS | 9 Months Ended |
Oct. 31, 2023 | |
NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS | |
NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS | NOTE 1: NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS 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. On June 21, 2017, the Company acquired 100% of the shares of capital stock of Ga-Du Corporation (“Ga-Du”), at which time Ga-Du became a wholly owned subsidiary of the Company. Ga-Du offers a Financial Services Platform, as well as Inventory Control and Advisory Software Platforms, and Retail Inventory Control, bringing important enterprise technologies in-house and bringing ESSI an opportunity to expand the reach of its Herbo branding. On January 28, 2021, the Company entered into an Asset Purchase Agreement with Haiku Holdings, LLC, wherein the Company purchased an enterprise software platform, coupling the Company’s consumer engagement applications and e-commerce platform to this proprietary enterprise accounting, inventory management, customer relationship management, and overall business operations, of which was developed by Haiku Holdings, LLC. The terms of the Asset Purchase Agreement are such that ESSI shall deliver to the Seller and/or it’s assigns an aggregate of 1,500,000 shares of its restricted common stock. On April 5, 2023, the Company and eXPO Financial Services LLC entered into a Software Acquisition Agreement (the “Software Agreement”) whereunder the Company has acquired from eXPO Financial Services all rights, title and interest to a computer program referred to as eXPO (electronic eXchange portal) for a total purchase price of $100,000 payable in installments over an eight-month period commencing April 15, 2023. Going Concern These unaudited consolidated 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 October 31, 2023, the Company had a working capital deficit of $15.28 million and an accumulated deficit of $77.34 million. The continuation of the Company as a going concern is dependent upon the continued financial support from its officers, directors and 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. Other factors Factors which may impact the Company’s ongoing operations include inflation, the recent war in the Ukraine, ongoing supply chain issues as a result of the recent Covid-19 pandemic, climate change and others. These events may have serious adverse impact on domestic and foreign economies which may impact the Company’s operations as a result of a variety of factors including the potential for reduced consumer spending. The Company is unable to predict the ongoing impact of these factors on the Company’s financial operations. The unaudited consolidated 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 ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Oct. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited consolidated 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 three and nine months ended October 31, 2023, are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2024. 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. 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. 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. These costs are reviewed for impairment at a minimum of once per year or whenever events or changes in circumstances suggest a need for evaluation. During the three months ended April 30, 2023 the Company acquired certain commercial software (ref: Note 3) at a cost of $100,000 which amount has been capitalized. There is no impairment expense for the intangible assets in three and nine months ended October 31, 2023 and 2022. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and were $0 during the three and nine months ended October 31, 2023 and were $0 and $2,550 during the three and nine months ended October 31, 2022, respectively. Advertising and marketing costs include costs incurred with the marketing of our Herbo Software such as ad placement and other internet marketing efforts. Revenue Recognition 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. $0 has been recognized as revenue in three and nine months ended October 31, 2023 and 2022. Revenue generated under enterprise software licenses will be recorded in accordance with the terms of the individual Customer contracts. We expect license fees will be recorded on a monthly basis over the term of the contract, activation fees will be earned upon completion of set up and installation of the enterprise software, and customization and/or professional consulting services will be earned as rendered. 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 consists primarily of fees associated with the operational charges related to our Herbo enterprise software. During the three and nine months ended October 31, 2023 and 2022 we incurred costs of sales of $0 with respect to the licensing of our Herbo software suite. 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 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 October 31, 2023 and January 31, 2023, $248,432 for the value of the stock settled debt for certain convertible notes is included in the “Convertible note, net” account on the balance sheet. (see Note 6). Basic and Diluted Net Income (Loss) Per Share The Company computes net income (loss) per share in accordance with ASC 260, Earning per Share Income Taxes The Company follows ASC 740 – Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Recently issued accounting pronouncements In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The new guidance, among other things, simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments, and amends existing earnings-per-share (“EPS”) guidance by requiring that an entity use the if-converted method when calculating diluted EPS for convertible instruments. ASU 2020-06 is effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company plans to adopt the new guidance effective January 1, 2024. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Oct. 31, 2023 | |
INTANGIBLE ASSETS | |
INTANGIBLE ASSETS | NOTE 3 – INTANGIBLE ASSETS On April 5, 2023, the Company and eXPO Financial Services LLC entered into a Software Acquisition Agreement (the “Software Agreement”) whereunder the Company has acquired from eXPO Financial Services all rights, title and interest to a computer program referred to as eXPO (electronic eXchange portal) for a total purchase price of $100,000 payable in installments over an eight-month period commencing April 15, 2023. A total of $14,000 reflected on the Company’s balance sheets at January 31, 2023 as prepaid deposits was immediately applied to the purchase price under the Software Agreement leaving a balance of $86,000 payable in installments over the eight-month term. The Company capitalized the software as of the date of the agreement as intangible assets. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 9 Months Ended |
Oct. 31, 2023 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities at October 31, 2023 and January 31, 2023 consist of the following: October 31, 2023 January 31, 2023 Accounts payable $ 3,919,291 $ 3,484,448 Interest payable 169,241 140,139 Accrued other expenses 17,000 26,000 $ 4,105,532 $ 3,650,587 Included in accounts payable above is $17,000 payable in installments with respect to certain acquired software assets (Note 3 above). |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Oct. 31, 2023 | |
NOTES PAYABLE | |
NOTES PAYABLE | NOTE 5: NOTES PAYABLE Notes payable consists of the following loans: October 31, 2023 January 31, 2023 Note 1 in fiscal year 2017 each due in three months from issuance date $ 14,930 $ 14,930 Note 2 in fiscal year 2017 due in three months from issuance date 50,000 50,000 Note 3 in fiscal year 2017, 2018 and 2019, each due in twelve months from issuance date 2,225,500 2,225,500 Note 4 in fiscal year 2017, each due in nine months from issuance date 305,266 305,266 Note 5 in fiscal year 2019 due in nine months from issuance date 14,422 14,422 Note 6 in fiscal year 2021 due in 3 years from issuance date 350,000 350,000 Total $ 2,960,118 $ 2,960,118 Current portion $ 2,960,118 $ 2,610,118 Debt, long term $ - $ 350,000 Interest expenses recorded in three and nine months ended October 31, 2023 and 2022 is as follows: For the Three Months Ended October 31, For the Nine Months Ended October 31, 2023 2022 2023 2022 Interest expenses $ 6,209 $ 6,208 $ 18,426 $ 18,426 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. Interest expenses recorded in the three and nine months ended October 31, 2023 and 2022 is as follows: For the Three Months Ended October 31, For the Nine Months Ended October 31, 2023 2022 2023 2022 Interest expenses $ 38 $ 37 $ 112 $ 111 October 31, 2023 January 31, 2023 Interest payable $ 1,115 $ 1,003 Note payable $ 14,930 $ 14,930 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. Interest expenses recorded in three and nine months ended October 31, 2023 and 2022 is as follows: For the Three Months Ended October 31, For the Nine Months Ended October 31, 2023 2022 2023 2022 Interest expenses $ 126 $ 126 $ 374 $ 374 October 31, 2023 January 31, 2022 Interest payable $ 3,502 $ 3,128 Note payable $ 50,000 $ 50,000 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 fiscal year ended January 31, 2019 the Company received accumulated amounts of $1,420,500 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 Rountree Consulting, a company controlled by our CEO, 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 fiscal year ended January 31, 2021 and 2020, the Company made cash payment of $5,000 and $7,500, respectively to the note. On December 8, 2020, the Company cancelled One Million Five Hundred Thousand Dollars ($1,500,000) of debt of this notes under an order in the action captioned In re Eco Science Solutions, Inc. Shareholder Derivative Litigation On January 31, 2021, the Company and Note holder enter into a consolidation of the principal sums of prior notes (“Consolidated Note’) that were entered into between the dates of January 1, 2017, and January 31, 2021. This Consolidated Note is non-interest bearing and pursuant to a court order in the action captioned In re Eco Science Solutions, Inc. Shareholder Derivative Litigation October 31, 2023 January 31, 2023 Note payable $ 2,225,500 $ 2,225,500 Note 4: During the year ended January 31, 2019, the Company received $305,266 in total proceeds from a third party. The notes bear interest at a rate of 1% per annum, and are each due nine months from issue date. Interest expenses recorded in three and nine months ended October 31, 2023 and 2022 is as follows: For the Three Months Ended October 31, For the Nine Months Ended October 31, 2023 2022 2023 2022 Interest expenses $ 716 $ 716 $ 2,126 $ 2,126 October 31, 2023 January 31, 2023 Interest payable $ 14,968 $ 12,842 Note payable $ 305,266 $ 305,266 Note 5: On September 12, 2018, the Company received $14,422 from a third party. The notes bear interest at a rate of 1% per annum, and are due nine months from issue date. Interest expenses recorded in three and nine months ended October 31, 2023 and 2022 is as follows: For the Three Months Ended October 31, For the Nine Months Ended October 31, 2023 2022 2023 2022 Interest expenses $ 36 $ 36 $ 108 $ 108 October 31, 2023 January 31, 2023 Interest payable $ 741 $ 633 Note payable $ 14,422 $ 14,422 Note 6: On December 8, 2020, the Company entered into a Promissory Note in the amount of $350,000 with Robbins LLP, pursuant to the Order and Judgment in the settlement of a lawsuit entitled In re Eco Science Solutions, Inc. Shareholder Derivative Litigation Interest expenses recorded in three and nine months ended October 31, 2023 and 2022 is as follows: For the Three Months Ended October 31, For the Nine Months Ended October 31, 2023 2022 2023 2022 Interest expenses $ 5,293 $ 5,293 $ 15,706 $ 15,707 October 31, 2023 January 31, 2023 Interest payable $ 60,813 $ 45,107 Note payable $ 350,000 $ 350,000 |
CONVERTIBLE NOTE PAYABLE
CONVERTIBLE NOTE PAYABLE | 9 Months Ended |
Oct. 31, 2023 | |
CONVERTIBLE NOTE PAYABLE | |
CONVERTIBLE NOTE PAYABLE | NOTE 6: CONVERTIBLE NOTE PAYABLE During October 2017, the Company entered into a convertible note for a total of $1,407,781 bearing interest at 1% per annum, beginning on November 1, 2017, and payable each 120 days as to any outstanding balance. On November 1, 2018, the Maturity Date, the Lender has the option to: (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 The note has a conversion feature with a fixed discount to the trading price of the underlying common stock and therefore, the potential for the convertible note to become stock settled debt. The note allows the holder to convert the debt to shares of common stock at a 15% discount to the closing price of the Company’s common stock at the lender’s request. Therefore, upon review of the applicable guidance contained in FASB Codification 2730.15 through 2730.17, given that the note has a principal balance of $1,407,781, the holder will always be able to convert the note into $1,656,213 of principal. The debt discount determined as of the date of note of $248,432 was amortized over the one-year term of the convertible note payable. As at the date of this report, the Lender has not made a demand for payment and the note is in default. At October 31, 2023 and January 31, 2023, convertible notes payable consisted of the following: October 31, 2023 January 31, 2023 Principal amount $ 1,407,781 $ 1,407,781 Liability on stock settled debt 248,432 248,432 Convertible notes payable, net $ 1,656,213 $ 1,656,213 Interest expenses recorded in three and nine months ended October 31, 2023 and 2022 is as follows: For the Three Months Ended October 31, For the Nine Months Ended October 31, 2023 2022 2023 2022 Interest expenses $ 3,597 $ 3,598 $ 10,676 $ 10,676 October 31, 2023 January 31, 2022 Interest payable $ 85,679 $ 75,003 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Oct. 31, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 7: RELATED PARTY TRANSACTIONS As of October 31, 2023 and January 31, 2023, related parties and former related parties are due a total of $6,561,572 and $5,965,924, respectively: October 31, 2023 January 31, 2023 Related party payables (1)(2)(3)(4)(5)(6) $ 3,040,473 $ 2,793,945 Notes payable (1)(3)(4) 3,521,099 3,171,979 Total related party transactions $ 6,561,572 $ 5,965,924 Services provided from related parties and former related parties: Three Months Ended October 31, Nine Months Ended October 31, 2023 2022 2023 2022 Mr. Jeffery Taylor (1)(a) $ - $ 28,750 $ 9,584 $ 86,250 Mr. Don Lee Taylor (1)(a) - 26,250 8,750 78,750 Ms. Meredith Rountree (2b) - 22,500 - 67,500 Ms. Jennifer Taylor (2a) - 9,000 - 27,000 Mr. Michael Rountree (3)(a) 62,500 62,500 187,500 187,500 $ 62,500 $ 149,000 $ 205,834 $ 447,000 Interest expenses due to related parties and former related parties: Three Months Ended October 31, Nine Months Ended October 31, 2023 2022 2023 2022 Mr. Don Lee Taylor (1)(b) $ 33 $ 33 $ 98 $ 98 Mr. Michael Rountree (3)(b) 8,012 6,585 23,091 18,344 Mr. Lewis (4) 428 428 1,271 1,271 $ 8,473 $ 7,046 $ 24,460 $ 19,713 (1) Effective December 17, 2015, Mr. Jeffery Taylor was appointed to serve as Chief Executive Officer and President of the Company and Mr. Don Lee Taylor was appointed to serve as Chief Financial Officer of the Company. On January 11, 2016, Mr. Jeffery Taylor was appointed Secretary and to the Board of Directors and Mr. Don Taylor was appointed to the Board of Directors. On December 8, 2020, Jeffery Taylor resigned his position as Chairman of the Board, Don Taylor resigned his positions as CFO and a Member of the Board of Directors and accepted a role as Director of Festivals. On January 28, 2021, the Board of Directors accepted the resignation of Jeffery Taylor as Chief Executive Officer, effective as of January 31, 2021. On January 17, 2023, the Company accepted the resignation of Mr. Don Taylor as Director of Festivals and Mr. Jeffery Taylor as Director, President and Secretary. Concurrent with the resignations of Mr. Jeffery Taylor and Mr. Don Taylor the Company agreed to accrue fees under their respective employment agreements through the end of February 2023, after which the Company shall incur no further expense. (a) Employment agreements with Mr. Jeffery Taylor and Mr. Don Lee Taylor On December 21, 2015, the Company entered into employment agreements with Mr. Jeffery Taylor and Mr. Don Lee Taylor for a period of 24 months, where after the contract may be renewed in one-year terms at the election of both parties. Jeffery Taylor shall receive an annual gross salary of $115,000 and Don Lee Taylor shall receive an annual gross salary of $105,000 payable in equal instalments on the last day of each calendar month and which may be accrued until such time as the Company has sufficient cash flow to settle amounts payable. Further under the terms of the respective agreements all inventions, innovations, improvements, know-how, plans, development, methods, designs, analyses, specifications, software, drawings, reports and all similar or related information (whether or not patentable or reduced to practice) which relate to any of the Company’s actual or proposed business activities and which are created, designed or conceived, developed or made by the Executive during the Executive’s past or future employment by the Company or any Affiliates, or any predecessor thereof (“Work Product”), belong to the Company, or its Affiliates, as applicable. The contracts were formally terminated with an effective date of February 28, 2023, for each of Mr. Don and Mr. Jeffery Taylor. During the nine months ended October 31, 2023 and 2022, the company paid $15,000 and $67,500, respectively, to Mr. Jeffery Taylor and $0 and $56,000, respectively, to Mr. Don Lee Taylor. On October 31, 2023, there was a total of $44,721 owing to Mr. Jeffery Taylor (January 31, 2023 - $50,137) and $426,450 to Mr. Don Lee Taylor (January 31, 2023 - $417,700), respectively, in accrued and unpaid salary under the terms of their employment agreements. (b) Note payable On February 17, 2016, the Company issued promissory notes to Mr. Jeffery Taylor, CEO, in the amount of $17,500 and to Mr. Don Lee Taylor, CFO, in the amount of $17,500, respectively. The notes bear interest at a rate of 1% per annum, maturing on August 17, 2016. During the fiscal year ended January 31, 2017, the company repaid $2,500 to Mr. Jeffery Taylor and $2,500 to Mr. Don Lee Taylor. During the fiscal year ended January 31, 2019, the company repaid $5,000 to Mr. Jeffery Taylor and $2,000 to Mr. Don Lee Taylor. During the fiscal year ended January 31, 2020, the company repaid $10,000 to Mr. Jeffery Taylor and $0 to Mr. Don Lee Taylor. As at October 31 2023 and January 31, 2023, there was a total of $0 owing to Mr. Jeffery Taylor, and $13,000 to Mr. Don Lee Taylor. (2a) For three and nine months ended October 31, 2023, the Company was invoiced a total of $0 as consulting services by Ms. Jennifer Taylor, sister of certain of the Company’s former officers and directors. For three and nine months ended October 31, 2022, the Company was invoiced a total of $9,000 and $27,000, respectively. On October 31, 2023 and January 31, 2023 there was a total of $166,000 in accrued and unpaid consulting fees. (2b) For three and nine months ended October 31, 2023, the Company was invoiced a total of $0, as consulting services included in research and development by Ms. Meredith Rountree, sister of the Company’s Chief Executive Officer. For three and nine months ended October 31, 2022, the Company was invoiced a total of $22,500 and 67,500, respectively On October 31, 2023 and January 31, 2023 there was a total of $161,250 in accrued and unpaid consulting fees. (3) (a) Employment agreement/Executive Employment Agreement with Michael Rountree On June 21, 2017, the Company entered into an employment agreement with Michael Rountree whereby Mr. Rountree agreed to serve as the Company’s Chief Operating Officer for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Rountree has a base salary at an annual rate of $120,000. The Board shall review the Base Salary on an annual basis and may, but is not required to, make upward adjustments from time to time. On December 8, 2020, Michael Rountree was appointed interim CFO and Treasurer. On January 28, 2021, as amended March 1, 2021, the Company entered into an Executive Employment Agreement (“Agreement”), effective January 31, 2021, with Michael Rountree, the Company’s current Chief Operating Officer. Michael will serve as the Chief Executive Officer, as well as the Chief Financial Officer. The term of the Agreement is for three years. Mr. Rountree shall be entitled to the amount of $250,000 per year (the “Base Salary”), which amount shall accrue, until such time as the Company has sufficient resources to remit regular payments. The Agreement provides for certain additional terms and conditions based upon the Company achieving certain financial thresholds. The Executive’s base salary may not be decreased during the Employment Term other than as part of an across-the-board salary reduction that applies in the same manner to all senior executives of the Company, or if the duties of the Executive are materially changed. We recorded $62,500 and $187,500 as fees in the three and nine months ended October 31, 2023 and 2022 under the terms of this agreement, all of which remains unpaid. As at October 31, 2023 there was a total of $1,127,500 (January 31, 2023 - $940,000) in accrued and unpaid salary under the terms of the employment agreement. In addition, during the nine months ended October 31, 2023 and 2022, Mr. Rountree funded a total accumulated amount of $31,235 and $36,757, respectively, for the Company’s expenses. As at October 31, 2023, Mr. Rountree was owed total expenses of $288,571 (January 31, 2023 - $257,336). (b) Note payable with Rountree Consulting, a company controlled by Mr. Rountree During the year ended January 31, 2019, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $379,319. During the fiscal year ended January 31, 2020 the Company issued promissory notes to Rountree Consulting in the accumulated amount of $805,901. During the fiscal year ended January 31, 2021, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $395,325. On January 28, 2021, the Company entered into a Debt Settlement and Share Purchase Agreement with Rountree Consulting, Inc., owned by The Rountree Trust, wherein Rountree Consulting, Inc. has agreed to accept 500,000 unregistered, restricted shares of the Company’s common stock at a price of US $0.50 During the fiscal year ended January 31, 2022, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $1,033,131. During the fiscal year ended January 31, 2023, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $694,874. During the nine months ended October 31, 2023, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $349,120. These notes bear interest at a rate of 1% per annum, each is due nine months from issue date. Several of the aforementioned notes are currently in default. (4) (a) Employment agreement with L. John Lewis On June 21, 2017, Ga-Du entered into an employment agreement with L. John Lewis whereby Mr. Lewis accepted employment as Chief Executive Officer of Ga-Du for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Lewis has a base salary at an annual rate of $120,000. The employment agreement was not renewed on expiry. On October 31, 2023 there was a total of $240,000 in accrued and unpaid salary under the terms of the employment agreement (January 31, 2023 - $240,000). (b) Note payable During the three months ended April 30, 2018, Mr. Lewis paid $175,000 to third parties on behalf of the Company which amount has been recorded in Accounts payable – related parties. On July 31, 2018, the Company issued promissory notes to Mr. Lewis to convert the payable amount to a note payable in the amount of $170,000. The notes bear interest at a rate of 1% per annum, each is due nine month from issue date and all notes are currently in default. (5) On June 21, 2017, Ga-Du Corporation, a wholly owned subsidiary of Eco Science Solutions Inc. entered into an employment agreement with S. Randall Oveson whereby Mr. Oveson accepted employment as Chief Operating Officer of Ga-Du for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Oveson has a base salary at an annual rate of $120,000. The employment agreement was not renewed on expiry. On October 31, 2023 and January 31, 2023 there was a total of $240,000 in accrued and unpaid salary under the terms of the employment agreement. (6) On June 21, 2017, Ga-Du entered into a consulting agreement with Andy Tucker, whereby Mr. Tucker will provide services to the Cannabis industry under development by the Company, as well as act as an advisor to various State regulators concerning the Cannabis industry for two years unless terminated earlier in accordance with the agreement. During the period of the agreement, Mr. Tucker has a base salary at an annual rate of $120,000. The employment agreement was not renewed on expiry. As at October 31, 2023 and January 31, 2023 there was a total of $240,000 in accrued and unpaid salary under the terms of the employment agreement. Mr. Tucker holds approximately 10.29% of the Company’s issued and outstanding shares. (7) On January 28, 2021, the Company entered into an Indemnification Agreement with each of Michael Rountree, A. Carl Mudd and S. Randall Oveson where under the Company will indemnify each of the aforementioned parties in their respective positions as officers and/or directors, to the fullest extent permitted by applicable law, so that he will serve, and continue to serve, the Company free from undue concern that he will not be so indemnified. |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Oct. 31, 2023 | |
CAPITAL STOCK | |
CAPITAL STOCK | NOTE 8: 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 October 31, 2023 and January 31, 2023, there were 53,957,572 shares issued and 52,957,572 shares outstanding. 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 October 31, 2023 and January 31, 2023, no Series A Voting Preferred Shares were issued. |
COMMITMENTS
COMMITMENTS | 9 Months Ended |
Oct. 31, 2023 | |
COMMITMENTS | |
COMMITMENTS | NOTE 9: COMMITMENTS (d) On July 21, 2017, we entered into a Sublease commencing August 1, 2017 and terminating the earlier of (a) March 31, 2020, or (b) the date this sublease is terminated by sub landlord upon the occurrence of an event of default, the sublease covers a total of 6,120 square feet of office space. Monthly base rent for the period September 1, 2017 to July 31, 2018 is $14,535, and the first month of rent is free of charge. In the second year the monthly base rent increases to $15,173. In the third year the monthly base rent increases to $15,810. The Company has remitted a security deposit in the amount of $15,810 in respect of this sublease. The Company has passed on recording the deferred rent relative to the one free month of rent contained within the lease as it has been determined to be immaterial. During the period ended April 30, 2018 the Company accrued rent in respect to this sublease for the months of March and April 2018 including applicable operating costs. Subsequent to October 31, 2018 the Company has abandoned the space without payment or further accruals, and the lease has been effectively terminated. After deduction of the Security deposit, a balance of $21,051 remains due and payable at October 31, 2023 and January 31, 2023. (e) The Company has entered into verbal agreements with Take2L, an arm’s length third party, to develop and service our current technology platform in consideration for certain fees as invoiced monthly. On September 1, 2018, Take2L invoiced $350,000 to the Company in respect of the ongoing development of software to support our platform. At April 30, 2023 and January 31, 2023 Take2L had invoiced the Company a cumulative total of $1,328,810, including the original $350,000, of which at April 30, 2023 the Company has paid a total of $327,500 towards the outstanding balance payable. In each of the three and nine months ended October 31, 2023 the Company paid $0. In each of the three and nine months ended October 31, 2022 the Company paid $30,000, and $60,000 respectively. As at October 31, 2023 and January 31, 2023 an amount of $1,001,310 remained 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. (f) As a result of an Order and Final Judgment signed by the Honorable Leslie Kobayashi and filed with the United States District Court for the District of Hawaii on December 3, 2020 with respect to the action captioned In re Eco Science Solutions, Inc. Shareholder Derivative Litigation - Appointment of two new independent directors to the Company’s board of directors - Appointment of an Ombudsman - Binding of Directors and Officers’ Insurance - Creation of a Board level governance committee - Adoption of written corporate guidelines and a code of ethics - Creation of an audit committee - Creation of an investor relations officer - Retention of In-house Counsel - Appointment of several additional positions including a CAO and enhancement of Board independence; - Implementation of additional policies and practices. Further, the Company undertakes to dedicate not less than 15% of such revenue, debt raised, or equity infused (regardless of source, but apart from and in addition to any personal contributions toward Company operations made by current officers, directors and employees) toward achieving the agreed-upon objectives and implementation and maintenance of the Governance Reforms. Upon attainment of $10,000,000 in cash collected from revenue, debt, or equity, the Company shall dedicate a minimum of 18% of such revenue, debt raised, or equity infused (apart from and in addition to any personal contributions toward Company operations made by current officers, directors and employees). These minimum contributions may be adjusted upward as deemed necessary and appropriate by the Ombudsman. (g) On December 23, 2020, the Company entered into a Board Advisory Agreement in which Mr. Carl Mudd agreed to serve as the Chairman of the Board of Directors of the Company (the “ Board In re Eco Science Solutions, Inc. Shareholder Derivative Litigation As consideration for his service, in addition to receiving two million five hundred thousand (2,500,000) restricted shares of the Company’s common stock, he will receive an advisory fee of Ten Thousand Dollars ($10,000) per month, commencing December 24, 2020. Half of the monthly advisory fee ($5,000) must be paid to Mr. Mudd, while the other half of the advisory fee may be accrued on a monthly basis until the Company has closed a bona fide third-party debt and/or equity financing of at least eight hundred thousand dollars ($800,000). As at October 31, 2023 Mr. Mudd was owed $340,000 which is comprised of $30,000 for each of the three months ended April 30, 2023, July 31, 2023 and October 31, 2023, $120,000 for each of the years ended January 2023 and 2022 and $10,000 for fiscal year 2021. The term of this Agreement shall be four (4) years or as set forth in the Stipulation of Order. This Agreement may be terminated by either party upon thirty (30) days’ notice for material breach. If the caveat emptor symbol affixed to the Company is not removed by the OTC Marketplace by February 28, 2021, that shall constitute a material breach under this Section. In addition, this Agreement shall terminate in the event of the resignation of Advisor from the Board. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Oct. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10: SUBSEQUENT EVENTS 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 ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Oct. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
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. |
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. |
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. These costs are reviewed for impairment at a minimum of once per year or whenever events or changes in circumstances suggest a need for evaluation. During the three months ended April 30, 2023 the Company acquired certain commercial software (ref: Note 3) at a cost of $100,000 which amount has been capitalized. There is no impairment expense for the intangible assets in three and nine months ended October 31, 2023 and 2022. |
Advertising and Marketing Costs | Advertising and marketing costs are expensed as incurred and were $0 during the three and nine months ended October 31, 2023 and were $0 and $2,550 during the three and nine months ended October 31, 2022, respectively. Advertising and marketing costs include costs incurred with the marketing of our Herbo Software such as ad placement and other internet marketing efforts. |
Revenue Recognition | 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. $0 has been recognized as revenue in three and nine months ended October 31, 2023 and 2022. Revenue generated under enterprise software licenses will be recorded in accordance with the terms of the individual Customer contracts. We expect license fees will be recorded on a monthly basis over the term of the contract, activation fees will be earned upon completion of set up and installation of the enterprise software, and customization and/or professional consulting services will be earned as rendered. |
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 consists primarily of fees associated with the operational charges related to our Herbo enterprise software. During the three and nine months ended October 31, 2023 and 2022 we incurred costs of sales of $0 with respect to the licensing of our Herbo software suite. 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 |
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 October 31, 2023 and January 31, 2023, $248,432 for the value of the stock settled debt for certain convertible notes is included in the “Convertible note, net” account on the balance sheet. (see Note 6). |
Basic and Diluted Net Income (Loss) Per Share | The Company computes net income (loss) per share in accordance with ASC 260, Earning per Share |
Income Taxes | The Company follows ASC 740 – Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. |
Recently issued accounting pronouncements | In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The new guidance, among other things, simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments, and amends existing earnings-per-share (“EPS”) guidance by requiring that an entity use the if-converted method when calculating diluted EPS for convertible instruments. ASU 2020-06 is effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company plans to adopt the new guidance effective January 1, 2024. |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
Schedule of accounts payable and accrued liabilities | October 31, 2023 January 31, 2023 Accounts payable $ 3,919,291 $ 3,484,448 Interest payable 169,241 140,139 Accrued other expenses 17,000 26,000 $ 4,105,532 $ 3,650,587 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
Schedule of notes payable | October 31, 2023 January 31, 2023 Note 1 in fiscal year 2017 each due in three months from issuance date $ 14,930 $ 14,930 Note 2 in fiscal year 2017 due in three months from issuance date 50,000 50,000 Note 3 in fiscal year 2017, 2018 and 2019, each due in twelve months from issuance date 2,225,500 2,225,500 Note 4 in fiscal year 2017, each due in nine months from issuance date 305,266 305,266 Note 5 in fiscal year 2019 due in nine months from issuance date 14,422 14,422 Note 6 in fiscal year 2021 due in 3 years from issuance date 350,000 350,000 Total $ 2,960,118 $ 2,960,118 Current portion $ 2,960,118 $ 2,610,118 Debt, long term $ - $ 350,000 |
Schedule of interest expenses | For the Three Months Ended October 31, For the Nine Months Ended October 31, 2023 2022 2023 2022 Interest expenses $ 6,209 $ 6,208 $ 18,426 $ 18,426 |
Note One Member | |
Schedule of interest expenses | For the Three Months Ended October 31, For the Nine Months Ended October 31, 2023 2022 2023 2022 Interest expenses $ 38 $ 37 $ 112 $ 111 |
Schedule of Interest payable and Note payable | October 31, 2023 January 31, 2023 Interest payable $ 1,115 $ 1,003 Note payable $ 14,930 $ 14,930 |
Note Two Member | |
Schedule of interest expenses | For the Three Months Ended October 31, For the Nine Months Ended October 31, 2023 2022 2023 2022 Interest expenses $ 126 $ 126 $ 374 $ 374 |
Schedule of Interest payable and Note payable | October 31, 2023 January 31, 2022 Interest payable $ 3,502 $ 3,128 Note payable $ 50,000 $ 50,000 |
Note Three Member | |
Schedule of Note payable | October 31, 2023 January 31, 2023 Note payable $ 2,225,500 $ 2,225,500 |
Note Four Member | |
Schedule of interest expenses | For the Three Months Ended October 31, For the Nine Months Ended October 31, 2023 2022 2023 2022 Interest expenses $ 716 $ 716 $ 2,126 $ 2,126 |
Schedule of Interest payable and Note payable | October 31, 2023 January 31, 2023 Interest payable $ 14,968 $ 12,842 Note payable $ 305,266 $ 305,266 |
Note Five Member | |
Schedule of interest expenses | For the Three Months Ended October 31, For the Nine Months Ended October 31, 2023 2022 2023 2022 Interest expenses $ 36 $ 36 $ 108 $ 108 |
Schedule of Interest payable and Note payable | October 31, 2023 January 31, 2023 Interest payable $ 741 $ 633 Note payable $ 14,422 $ 14,422 |
Note Six Member | |
Schedule of interest expenses | For the Three Months Ended October 31, For the Nine Months Ended October 31, 2023 2022 2023 2022 Interest expenses $ 5,293 $ 5,293 $ 15,706 $ 15,707 |
Schedule of Interest payable and Note payable | October 31, 2023 January 31, 2023 Interest payable $ 60,813 $ 45,107 Note payable $ 350,000 $ 350,000 |
CONVERTIBLE NOTE PAYABLE (Table
CONVERTIBLE NOTE PAYABLE (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
CONVERTIBLE NOTE PAYABLE | |
Schedule of convertible note payable | October 31, 2023 January 31, 2023 Principal amount $ 1,407,781 $ 1,407,781 Liability on stock settled debt 248,432 248,432 Convertible notes payable, net $ 1,656,213 $ 1,656,213 |
Schedule of convertible note interest payable | For the Three Months Ended October 31, For the Nine Months Ended October 31, 2023 2022 2023 2022 Interest expenses $ 3,597 $ 3,598 $ 10,676 $ 10,676 October 31, 2023 January 31, 2022 Interest payable $ 85,679 $ 75,003 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
RELATED PARTY TRANSACTIONS | |
Schedule of related party transactions | October 31, 2023 January 31, 2023 Related party payables (1)(2)(3)(4)(5)(6) $ 3,040,473 $ 2,793,945 Notes payable (1)(3)(4) 3,521,099 3,171,979 Total related party transactions $ 6,561,572 $ 5,965,924 |
Schedule of services provided from related parties | Three Months Ended October 31, Nine Months Ended October 31, 2023 2022 2023 2022 Mr. Jeffery Taylor (1)(a) $ - $ 28,750 $ 9,584 $ 86,250 Mr. Don Lee Taylor (1)(a) - 26,250 8,750 78,750 Ms. Meredith Rountree (2b) - 22,500 - 67,500 Ms. Jennifer Taylor (2a) - 9,000 - 27,000 Mr. Michael Rountree (3)(a) 62,500 62,500 187,500 187,500 $ 62,500 $ 149,000 $ 205,834 $ 447,000 |
Schedule of Interest expenses due to related parties | Three Months Ended October 31, Nine Months Ended October 31, 2023 2022 2023 2022 Mr. Don Lee Taylor (1)(b) $ 33 $ 33 $ 98 $ 98 Mr. Michael Rountree (3)(b) 8,012 6,585 23,091 18,344 Mr. Lewis (4) 428 428 1,271 1,271 $ 8,473 $ 7,046 $ 24,460 $ 19,713 |
NATURE OF BUSINESS AND CONTIN_2
NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS (Details Narrative) - USD ($) | 9 Months Ended | |
Oct. 31, 2023 | Apr. 05, 2023 | |
NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS | ||
Restricted stock | 1,500,000 | |
Working capital deficit | $ 15,280,000 | |
Total purchase price | $ 100,000 | |
Accumulated deficit | $ (77,340,000) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Impairment of intangible assets expense | $ 0 | $ 0 | ||
Acquired of commercial software | 100,000 | |||
Advertising and marketing | $ 0 | $ 0 | 0 | 2,550 |
Total revenue | 0 | 0 | 0 | 0 |
Cost of revenue | $ 0 | $ 0 | 0 | $ 0 |
Stock settled debt amount | $ 248,432 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | Oct. 31, 2023 | Apr. 05, 2023 | Jan. 01, 2023 |
INTANGIBLE ASSETS | |||
Prepaid deposits | $ 14,000 | ||
Total Amount payabale in installments | $ 86,000 | ||
Total purchasing price | $ 100,000 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Oct. 31, 2023 | Jan. 31, 2023 |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ||
Accounts payable | $ 3,919,291 | $ 3,484,448 |
Interest payable | 169,241 | 140,139 |
Accrued other expenses | 17,000 | 26,000 |
Total accounts payable and accrued liabilities | $ 4,105,532 | $ 3,650,587 |
ACCOUNTS PAYABLE AND ACCRUED _4
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) | Oct. 31, 2023 USD ($) |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
Accounts payable in installments | $ 17,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Oct. 31, 2023 | Jan. 31, 2023 | Dec. 08, 2020 | Jan. 31, 2019 | Sep. 12, 2018 | Mar. 28, 2018 | Jan. 31, 2018 | Jan. 31, 2017 |
Total | $ 2,960,118 | $ 2,960,118 | ||||||
Current portion | 2,960,118 | 2,610,118 | ||||||
Debt, long term | 0 | 350,000 | ||||||
Note Two Member | ||||||||
Total | 50,000 | 50,000 | $ 50,000 | |||||
Note Three Member | ||||||||
Total | 2,225,500 | 2,225,500 | $ 1,420,500 | $ 250,000 | $ 1,842,500 | 225,000 | ||
Note Four Member | ||||||||
Total | 305,266 | 305,266 | $ 305,266 | |||||
Note Five Member | ||||||||
Total | 14,422 | 14,422 | $ 14,422 | |||||
Note Six Member | ||||||||
Total | 350,000 | 350,000 | $ 350,000 | |||||
Note One [Member] | ||||||||
Total | $ 14,930 | $ 14,930 | $ 14,930 |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2023 | Dec. 08, 2020 | Jan. 31, 2019 | Sep. 12, 2018 | Mar. 28, 2018 | Jan. 31, 2018 | Jan. 31, 2017 | |
Interest expense | $ 6,209 | $ 6,208 | $ 18,426 | $ 18,426 | |||||||
Interest payable | 169,241 | 169,241 | $ 140,139 | ||||||||
Note payable | 2,960,118 | 2,960,118 | 2,960,118 | ||||||||
Note Two Member | |||||||||||
Interest expense | 126 | 126 | 374 | 374 | |||||||
Interest payable | 3,502 | 3,502 | 3,128 | ||||||||
Note payable | 50,000 | 50,000 | 50,000 | $ 50,000 | |||||||
Note Three Member | |||||||||||
Note payable | 2,225,500 | 2,225,500 | 2,225,500 | $ 1,420,500 | $ 250,000 | $ 1,842,500 | 225,000 | ||||
Note Four Member | |||||||||||
Interest expense | 716 | 716 | 2,126 | 2,126 | |||||||
Interest payable | 14,968 | 14,968 | 12,842 | ||||||||
Note payable | 305,266 | 305,266 | 305,266 | $ 305,266 | |||||||
Note Five Member | |||||||||||
Interest expense | 36 | 36 | 108 | 108 | |||||||
Interest payable | 741 | 741 | 633 | ||||||||
Note payable | 14,422 | 14,422 | 14,422 | $ 14,422 | |||||||
Note Six Member | |||||||||||
Interest expense | 5,293 | 5,293 | 15,706 | 15,707 | |||||||
Interest payable | 60,813 | 60,813 | 45,107 | ||||||||
Note payable | 350,000 | 350,000 | 350,000 | $ 350,000 | |||||||
Note One [Member] | |||||||||||
Interest expense | 38 | $ 37 | 112 | $ 111 | |||||||
Interest payable | 1,115 | 1,115 | 1,003 | ||||||||
Note payable | $ 14,930 | $ 14,930 | $ 14,930 | $ 14,930 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||||
Oct. 31, 2023 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2023 | Dec. 08, 2020 | Jan. 31, 2019 | Sep. 12, 2018 | Mar. 28, 2018 | Jan. 31, 2018 | Jan. 31, 2017 | |
Note payable | $ 2,960,118 | $ 2,960,118 | ||||||||
Note Two Member | ||||||||||
Note payable | 50,000 | 50,000 | $ 50,000 | |||||||
Interest rate | 1% | |||||||||
Note Three Member | ||||||||||
Note payable | 2,225,500 | 2,225,500 | $ 1,420,500 | $ 250,000 | $ 1,842,500 | $ 225,000 | ||||
Interest rate | 6% | 1% | 6% | 6% | ||||||
Notes payable | $ 5,000 | $ 7,500 | ||||||||
Cancellation of principal of note payable | 1,500,000 | |||||||||
Note Four Member | ||||||||||
Note payable | 305,266 | 305,266 | $ 305,266 | |||||||
Interest rate | 1% | |||||||||
Note Five Member | ||||||||||
Note payable | 14,422 | 14,422 | $ 14,422 | |||||||
Interest rate | 1% | |||||||||
Note Six Member | ||||||||||
Note payable | 350,000 | 350,000 | $ 350,000 | |||||||
Interest rate | 6% | |||||||||
Note One [Member] | ||||||||||
Note payable | $ 14,930 | $ 14,930 | $ 14,930 | |||||||
Interest rate | 1% |
CONVERTIBLE NOTE PAYABLE (Detai
CONVERTIBLE NOTE PAYABLE (Details) - USD ($) | Oct. 31, 2023 | Jan. 31, 2023 | Oct. 31, 2017 |
CONVERTIBLE NOTE PAYABLE | |||
Principal amount | $ 1,407,781 | $ 1,407,781 | $ 1,407,781 |
Liability on stock settled debt | 248,432 | 248,432 | |
Convertible notes payable, net | $ 1,656,213 | $ 1,656,213 |
CONVERTIBLE NOTE PAYABLE (Det_2
CONVERTIBLE NOTE PAYABLE (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2023 | |
CONVERTIBLE NOTE PAYABLE | |||||
Interest expense | $ 3,597 | $ 3,598 | $ 10,676 | $ 10,676 | |
Interest payable | $ 85,679 | $ 85,679 | $ 75,003 |
CONVERTIBLE NOTE PAYABLE (Det_3
CONVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | ||
Oct. 31, 2017 | Oct. 31, 2023 | Jan. 31, 2023 | |
CONVERTIBLE NOTE PAYABLE | |||
Convertible note | $ 1,407,781 | $ 1,407,781 | $ 1,407,781 |
Convertible note interest rate | 1% | ||
Principal balance | 1,656,213 | ||
Convertible notes | $ 1,407,781 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Oct. 31, 2023 | Jan. 31, 2023 |
RELATED PARTY TRANSACTIONS | ||
Related party payable | $ 3,040,473 | $ 2,793,945 |
Notes payable | 3,521,099 | 3,171,979 |
Total related party transactions | $ 6,561,572 | $ 5,965,924 |
Related Party Transactions (D_2
Related Party Transactions (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Services provided from related parties | $ 62,500 | $ 149,000 | $ 205,834 | $ 447,000 |
Mr. Jeffery Taylor [Member] | ||||
Services provided from related parties | 0 | 28,750 | 9,584 | 86,250 |
Mr. Don Lee Taylor [Member] | ||||
Services provided from related parties | 0 | 26,250 | 8,750 | 78,750 |
Ms.Meredith Rountree [Member] | ||||
Services provided from related parties | 0 | 22,500 | 0 | 67,500 |
Mr. Jennifier Taylor [Member] | ||||
Services provided from related parties | 0 | 9,000 | 0 | 27,000 |
Mr Michael Rountree [Member] | ||||
Services provided from related parties | $ 62,500 | $ 62,500 | $ 187,500 | $ 187,500 |
Related Party Transactions (D_3
Related Party Transactions (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Interest expenses from related parties | $ 8,473 | $ 7,046 | $ 24,460 | $ 19,713 |
Mr. Don Lee Taylor [Member] | ||||
Interest expenses from related parties | 33 | 33 | 98 | 98 |
Mr Michael Rountree [Member] | ||||
Interest expenses from related parties | 8,012 | 6,585 | 23,091 | 18,344 |
Mr. Lewis [Member] | ||||
Interest expenses from related parties | $ 428 | $ 428 | $ 1,271 | $ 1,271 |
Related Party Transactions (D_4
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2023 | Jan. 31, 2019 | Jan. 31, 2017 | Jan. 31, 2022 | Feb. 01, 2021 | Jan. 31, 2021 | Jan. 31, 2020 | Jul. 31, 2019 | Apr. 30, 2018 | Feb. 17, 2016 | |
Services provided from related parties | $ 62,500 | $ 149,000 | $ 205,834 | $ 447,000 | ||||||||||
Due to related party | 6,561,572 | 6,561,572 | $ 5,965,924 | |||||||||||
Jeffery Taylor [Member] | ||||||||||||||
Services provided from related parties | 9,000 | 27,000 | ||||||||||||
Employee annual gross salary | 115,000 | |||||||||||||
Salary paid | 15,000 | 67,500 | 50,137 | |||||||||||
Salary payable | $ 44,721 | 426,450 | ||||||||||||
Promissory note | $ 379,319 | $ 0 | $ 17,500 | |||||||||||
Note payable repaid | 10,000 | 5,000 | $ 2,500 | |||||||||||
Stock repurchase | 166,000 | |||||||||||||
Don Lee Taylor [Member] | ||||||||||||||
Employee annual gross salary | $ 105,000 | |||||||||||||
Salary paid | 0 | 56,000 | ||||||||||||
Salary payable | 417,700 | |||||||||||||
Promissory note | 0 | 0 | $ 13,000 | $ 17,500 | ||||||||||
Note payable repaid | $ 2,000 | $ 2,500 | ||||||||||||
Michael Rountree [Member] | ||||||||||||||
Employee annual gross salary | 120,000 | |||||||||||||
Salary paid | 62,500 | 187,500 | ||||||||||||
Salary payable | 1,127,500 | 940,000 | ||||||||||||
Promissory note | 349,120 | $ 349,120 | 694,874 | $ 1,033,131 | $ 395,325 | $ 805,901 | ||||||||
Number of shares issued for debt, shares | 500,000 | |||||||||||||
Total expenses | $ 288,571 | 257,336 | ||||||||||||
Share price | $ 0.50 | |||||||||||||
Number of shares issued for debt, amount | 250,000 | |||||||||||||
Accumulated amount | 31,235 | 36,757 | ||||||||||||
John Lewis [Member] | ||||||||||||||
Employee annual gross salary | 120,000 | |||||||||||||
Salary payable | 240,000 | $ 240,000 | ||||||||||||
Promissory note | $ 170,000 | $ 175,000 | ||||||||||||
Andy Tucker [Member] | ||||||||||||||
Employee annual gross salary | 120,000 | |||||||||||||
Salary payable | 240,000 | |||||||||||||
Overson [Member] | ||||||||||||||
Salary payable | $ 240,000 | |||||||||||||
Stock repurchase | 120,000 | |||||||||||||
Ms.Meredith Rountree [Member] | ||||||||||||||
Services provided from related parties | $ 0 | $ 22,500 | $ 0 | $ 67,500 | ||||||||||
Note payable repaid | $ 161,250 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - $ / shares | Oct. 31, 2023 | Jan. 31, 2023 | Jan. 11, 2016 |
Common Stock, shares authorized | 650,000,000 | 650,000,000 | |
Common Stock, par value | $ 0.0001 | $ 0.0001 | |
Common Stock, shares issued | 53,957,572 | 53,957,572 | |
Common Stock, shares outstanding | 52,957,572 | 52,957,572 | |
Preferred Stock, shares authorized | 50,000,000 | 50,000,000 | |
Series A Preferred Stock [Member] | |||
Preferred Stock, shares authorized | 1,000 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Jan. 21, 2017 | Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | Apr. 30, 2023 | Jan. 31, 2023 | |
Rent expense for first year | $ 14,535 | |||||||
Rent expense for second year | 15,173 | |||||||
Security deposit | $ 21,051 | |||||||
Outstanding amount paid | $ 0 | $ 30,000 | 0 | $ 60,000 | ||||
Rent expense for third year | $ 15,810 | |||||||
Software development expense | $ 350,000 | |||||||
Service amount payable | $ 1,001,310 | 1,001,310 | $ 327,500 | $ 1,001,310 | ||||
Cash received from revenue | $ 10,000,000 | |||||||
Number of restricted shares | 2,500,000 | |||||||
Advisory fees | $ 10,000 | |||||||
Mr. Mudd [Member] | ||||||||
Description of received of monthly advisory fee | Mr. Mudd was owed $340,000 which is comprised of $30,000 for each of the three months ended April 30, 2023, July 31, 2023 and October 31, 2023, $120,000 for each of the years ended January 2023 and 2022 and $10,000 for fiscal year 2021 |