Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended |
Oct. 31, 2013 | |
Document and Entity Information: [Abstract] | ' |
Entity Registrant Name | 'Eaton Scientific Systems, Inc. |
Document Type | '10-Q |
Document Period End Date | 31-Oct-13 |
Amendment Flag | 'false |
Entity Central Index Key | '0001490873 |
Current Fiscal Year End Date | '--01-31 |
Entity Common Stock, Shares Outstanding | 443,000,686 |
Entity Filer Category | 'Smaller Reporting Company |
Entity Current Reporting Status | 'No |
Entity Voluntary Filers | 'Yes |
Entity Well-known Seasoned Issuer | 'No |
Document Fiscal Year Focus | '2014 |
Document Fiscal Period Focus | 'Q3 |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
Current assets [Abstract] | ' | ' |
Cash and cash equivalents | $493 | $287,421 |
Prepaid expenses | ' | 5,000 |
Total current assets | 493 | 292,421 |
Property and equipment, net | 11,264 | 1,668 |
Intangible assets, net | 4,525 | 31,057 |
TOTAL ASSETS | 16,282 | 325,146 |
Current Liabilities [Abstract] | ' | ' |
Accounts payable and accrued expenses | 180,614 | 86,509 |
Related party payables | 179,817 | 6,037 |
Total current liabilities | 360,431 | 92,546 |
Related party loans | 325,069 | 467,824 |
Notes and loans payable | 250,000 | 250,000 |
Total Liabilities | 935,500 | 810,370 |
Stockholders' Deficit [Abstract] | ' | ' |
Preferred Stock, $.001 par, 50,000,000 shares authorized, none ssued and outstanding | ' | ' |
Common stock, $.0001 par, 650,000,000 shares authorized, 443,000,686 ssued and outstanding at October 31, 2013 and January 31, 2013, respectively | 44,300 | 44,300 |
Additional paid in capital | 937,782 | 271,533 |
Accumulated Deficit | -1,901,300 | -801,057 |
Total Stockholders' (Deficit) | -919,218 | -485,224 |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) | $16,282 | $325,146 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 50,000,000 | 10,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 650,000,000 | 650,000,000 |
Common Stock, shares issued | 443,000,686 | 443,000,686 |
Common Stock, shares outstanding | 443,000,686 | 443,000,686 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | 93 Months Ended | ||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | |
Income from operations: [Abstract] | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' |
Cost of sales | ' | ' | ' | ' | ' |
Gross Profit | ' | ' | ' | ' | ' |
General and administrative expenses | 105,629 | 96,889 | 365,170 | 120,123 | 914,994 |
Net (loss) from operations | -105,629 | -96,889 | -365,170 | -120,123 | -914,994 |
Interest expense | -9,442 | ' | -30,052 | ' | -45,452 |
Depreciation and amortization | -1,801 | -804 | -4,338 | -1,805 | -18,088 |
Amortization of deferred compensation | -222,083 | ' | -666,249 | ' | -888,332 |
Loss on impairment of asset | -34,434 | ' | -34,434 | ' | -34,434 |
Total other income (expenses) | -267,760 | -804 | -735,073 | -1,805 | -986,306 |
Net (loss) | ($373,389) | ($97,693) | ($1,100,243) | ($121,928) | ($1,901,300) |
Net (loss) per common share - basic and diluted | ($0.00) | $0 | ($0.00) | ($0.00) | ' |
Weighted average common shares outstanding - basic and diluted | 443,000,686 | 443,000,686 | 443,000,686 | 164,887,662 | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | 93 Months Ended | |
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | |
Cash Flows from operations: [Abstract] | ' | ' | ' |
Net (loss) | ($1,100,243) | ($121,928) | ($1,901,300) |
Adjustments to reconcile net (loss) to net cash (used in) operating activities: [Abstract] | ' | ' | ' |
Expenses converted to notes payable | ' | ' | 273,000 |
Deprecation and amortization expense | 4,338 | 1,805 | 18,087 |
Stock compensation | ' | 5,638 | 87,501 |
Stock options / amortization of stock options | 666,249 | ' | 888,332 |
Loss on impairment of asset | 34,434 | ' | 34,434 |
Changes in operating assets and liabilties: [Abstract] | ' | ' | ' |
Increase (decrease) in prepaid expenses | 5,000 | -5,000 | ' |
Increase (decrease) in accounts payable and accrued expenses | 94,106 | 17,954 | 166,201 |
Increase in related party payables | 173,781 | -7,867 | 194,232 |
Net cash (used in) operating activities | -122,335 | -109,398 | -239,513 |
Cash Flows from investing activities: [Abstract] | ' | ' | ' |
Purchase of property and equipment | -10,764 | ' | -12,432 |
Purchase of software license | -5,256 | ' | -5,256 |
Product development costs | -5,818 | -4,997 | -50,625 |
Net cash (used in) investing activities | -21,838 | -4,997 | -68,313 |
Cash Flows from financing activities: [Abstract] | ' | ' | ' |
Proceeds from related party loans | ' | 500,000 | 513,400 |
Repayment of related party loans | -142,755 | -20,000 | -211,331 |
Proceeds from issuance of common stock | ' | ' | 6,250 |
Net cash provided by financing activities | -142,755 | 480,000 | 308,319 |
Net increase (decrease) in cash | -286,928 | 365,605 | 493 |
Cash - beginning of period | 287,421 | 159 | ' |
Cash - end of period | 493 | 365,764 | 493 |
NON-CASH ACTIVITIES [Abstract] | ' | ' | ' |
Recapitalization due to share exchange | ' | ' | 41,800 |
Subscriptions receivable | ' | ' | -6,250 |
SUPPLEMENTAL INFORMATION [Abstract] | ' | ' | ' |
Interest paid | ' | ' | ' |
Income taxes paid | ' | ' | ' |
Nature_of_Business_and_Continu
Nature of Business and Continuance of Operations | 9 Months Ended |
Oct. 31, 2013 | |
Notes [Abstract] | ' |
Nature of Business and Continuance of Operations | ' |
NOTE 1: Nature of Business and Continuance of Operations | |
The accompanying unaudited interim consolidated financial statements of Eaton Scientific Systems, Inc. (”the Company”) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Item 210 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. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included thereto for the year ended January 31, 2013, on Form 10-K, as filed with the Securities and Exchange Commission on May 16, 2013, as the interim disclosures generally do not repeat those in the annual statements. | |
The Company is a development stage company as defined by ASC 915-10, “Accounting and Reporting by Development Stage Enterprises”. A development stage enterprise is one in which planned principal operations have not commenced or, if its operations have commenced, there has been no significant revenues therefrom. | |
The Company was incorporated in the state of Nevada on December 8, 2009 under the name Pristine Solutions, Inc. The Company’s wholly owned subsidiary, Pristine Solutions Limited, was incorporated under the laws of Jamaica. The Company’s original business plan focused on developing a network of sales points for the sale and service of tankless water heaters in Jamaica, through Pristine Solutions Limited. | |
On August 23, 2012, the Company and its controlling stockholders entered into a Share Exchange Agreement (the “Share Exchange”) with Eaton Scientific Systems, Ltd., a Nevada corporation (“ESSL”) and the shareholders of ESSL (the “ESSL Shareholders”), whereby the Company acquired 25,000,000 shares of common stock (100%) of ESSL (the “ESSL Stock”) from the ESSL Shareholders. In exchange for the ESSL Stock, the Company issued 25,000,000 shares of its common stock to the ESSL Shareholders (the “Share Exchange”). | |
In conjunction with the Share Exchange and Common Stock Purchase Agreement, the total shares held by the ESSL Shareholders are 265,000,000, or approximately 59.8% of the issued and outstanding common stock of the Company as of October 30, 2012. In addition, certain ESSL shareholders owning a total of 135,779,375 shares of the Company’s common stock, representing approximately 30.64% of the issued and outstanding common stock of the Company, entered into three (3) separate twenty-four (24) month Lock-Up Agreements. | |
As a result of the Share Exchange and Common Stock Purchase Agreement, (i) there was a change in control of the Company; (ii) ESSL became the Company’s wholly owned subsidiary; and (iii) the Company intends to continue the ESSL operations as its primary business. In addition, on November 27, 2012, the Company changed its name to Eaton Scientific Systems, Inc. | |
NOTE: The following notes and any further reference made to “the Company”, "we", "us", "our" and "Eaton" shall mean Eaton Scientific Systems, Inc. (formerly Pristine Solutions, Inc.) and its wholly-owned subsidiary, Eaton Scientific Systems, Ltd., unless otherwise indicated. | |
Headquartered in Beverly Hills, California, the Company is engaged in biomedical product development in the area of women’s health. The Company’s mission is to provide solutions to women’s health issues surrounding pre-menopausal, peri-menopausal and post-menopausal conditions. The Company intends to develop non-hormonal treatments, and address the specific need for a non-hormonal solution to “Hot-Flashes”, a common symptom experienced by many pre-menopausal and post-menopausal women. | |
The Company has recently finished its first Clinical Trial Protocol, and is prepared to conduct the Study. On May 14, 2013, the Company entered into a Clinical Trial/Study Agreement with the American Institute of Research (the “CTS Agreement”) to, among other things, conduct the Study. The purpose of the Study will be to demonstrate that Tropine 3, its novel new indication of Homatropine, and existing FDA Approved drug currently used to treat heavy coughing, has the ability to provide relief to pre-menopausal, menopausal and post-menopausal women suffering from hot flashes. The Company’s technical mission is to prove its central thesis that Homatropine in an oral suspension formula can reduce hot flashes in pre-menopausal, menopausal and post-menopausal women through multiple clinical trial validations | |
Going Concern | |
These 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, 2013, the Company had working capital deficit of $359,938, and an accumulated deficit of $1,901,300. 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_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Oct. 31, 2013 | |
Notes [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
NOTE 2: Summary of Significant Accounting Policies | |
This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. | |
Basis of Presentation | |
These consolidated financial statements and related notes are prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. The Company’s fiscal year end is January 31. | |
Development Stage Company | |
The Company is a development stage company as defined by ASC 915-10-05, “Development Stage Entity.” The Company is still devoting substantially all of its efforts on establishing the business, and its planned principal operations have not commenced. All losses accumulated, since inception, have been considered as part of the Company’s development stage activities. | |
Principles of Consolidation | |
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Eaton Scientific Systems, Ltd. (“ESSL”). All significant inter-company accounts and transactions have been eliminated. | |
Use of Estimates | |
The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. All adjustments necessary for a fair statement of the results for the interim periods have been made, and all adjustments are of a normal recurring nature. 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 October 31, 2013 and January 31, 2013, the Company had no cash equivalents. | |
Property and Equipment | |
Property and equipment is comprised of office equipment, recorded at cost and depreciated using the straight-line method over the estimated useful lives of 5 to 7 years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized. During the nine months ended October 31, 2013 and the year ended January 31, 2013, respectively, $10,764 and $1,668 were capitalized to property and equipment. | |
Intangible Assets | |
Intangible assets consist of legal and other costs incurred in connection with the development of pending patents, and are capitalized and amortized over the shorter of the economic or legal life of the patent and/or software license. During the nine months ended October 31, 2013 and the year ended January 31, 2013, respectively, $11,074 and $8,751 were capitalized to intangible assets. | |
Impairment of Long-Lived Assets | |
The Company’s long-lived assets, including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. | |
Due to the Company’s recurring losses, the costs related to its patents were evaluated for impairment and it was determined that future cash flows were insufficient for recoverability of the asset. As a result, the Company recognized impairment losses of $-34,434 as of October 31, 2013. | |
Financial Instruments | |
Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value: | |
Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | |
Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | |
Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | |
The Company’s financial instruments consist principally of cash, accounts payable, and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. | |
Revenue Recognition | |
The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is reasonably assured. As of October 31, 2013 and January 31, 2013, no revenue has been recognized, as the Company has not commenced operations. | |
Stock-Based Compensation | |
The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. | |
Basic and Diluted Net Income (Loss) Per Share | |
The Company computes net income (loss) per share in accordance with ASC 260, Earning per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. | |
Comprehensive Loss | |
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at October 31, 2013 and January 31, 2013, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. | |
Recent Accounting Pronouncements | |
The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the US Securities and Exchange Commission (“SEC”), and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company. The Company has recently adopted the following new accounting standards: | |
Adopted: | |
Effective January 2012, the Company adopted ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 represents the converged guidance of the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) on fair value measurement. A variety of measures are included in the update intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend to change the application of existing requirements under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 was effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements. | |
Effective January 2012, the Company adopted ASU No. 2011-05, Presentation of Comprehensive Income (ASU 2011-05). ASU 2011-05 is intended to increase the prominence of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of the IASB. The amendments require that all non-owner changes in shareholders’ equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12). ASU 2011-12 defers the provisions of ASU 2011-05 that require the presentation of reclassification adjustments on the face of both the statement of income and statement of other comprehensive income. Amendments under ASU 2011-05 that were not deferred under ASU 2011-12 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements. | |
Not Yet Adopted: | |
In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The Company is evaluating the effect, if any, the adoption of ASU 2013-02 will have on its consolidated financial statements. | |
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our consolidated financial statements. | |
In July 2013, the FASB issued ASU No 2013-11, Presentation of an Unrecognized Tax Benefit When Net Operating Loss Carryforward Exists. The objective of ASU 2013-11 is to reduce diversity in practice by providing guidance on the presentation of unrecognized tax benefits, and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, and interim reporting periods therein. Early adoption is permitted. The Company is evaluating the effect, if any, adoption of ASU No. 2013-11 will have on its consolidated financial statements. | |
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements. | |
Prepaid_Expenses
Prepaid Expenses | 9 Months Ended |
Oct. 31, 2013 | |
Notes [Abstract] | ' |
Prepaid Expenses | ' |
NOTE 3: PREPAID EXPENSES | |
Prepaid expenses consist of certain consulting fees paid in advance of services rendered. As of October 31, 2013 and January 31, 2013, respectively, the Company had $0 and $5,000 in prepaid expenses. | |
Property_and_Equipment
Property and Equipment | 9 Months Ended | ||||||
Oct. 31, 2013 | |||||||
Notes [Abstract] | ' | ||||||
Property and Equipment | ' | ||||||
NOTE 4: PROPERTY AND EQUIPMENT | |||||||
Property and equipment consists of the following: | |||||||
31-Oct-13 | 31-Jan-13 | ||||||
Office equipment | $ | 5,474 | $ | 1,668 | |||
Furniture and fixtures | 6,958 | – | |||||
Sub-total | 12,432 | 1,668 | |||||
Accumulated depreciation | (1,168 | ) | – | ||||
Property and equipment, net | $ | 11,264 | $ | 1,668 | |||
Depreciation expense totaled $1,168 and $0 for the nine months ended October 31, 2013 and October 31, 2012, respectively. | |||||||
Intangible_Assets
Intangible Assets | 9 Months Ended | ||||||
Oct. 31, 2013 | |||||||
Notes [Abstract] | ' | ||||||
Intangible Assets | ' | ||||||
NOTE 5: INTANGIBLE ASSETS | |||||||
Prior to any impairment adjustment, intangible assets consisted of the following: | |||||||
31-Oct-13 | 31-Jan-13 | ||||||
Product development costs | $ | 50,624 | $ | 44,806 | |||
Software license | 5,256 | – | |||||
Sub-total | 55,880 | 44,806 | |||||
Accumulated amortization | (16,920 | ) | (13,749 | ) | |||
Intangible assets, net | $ | 38,960 | $ | 31,057 | |||
Amortization expense totaled $3,170 and $1,805 for the nine months ended October 31, 2013 and October 31, 2012, respectively. | |||||||
Due to the Company’s recurring losses, its patents were evaluated for impairment and it was determined that at October 31, 2013, future cash flows were insufficient for recoverability of the asset. The Company recognized impairment losses of $-34,434 and $0 during the nine months ended October 31, 2013 and the year ended January 31, 2013, respectively. | |||||||
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | ||||||
Oct. 31, 2013 | |||||||
Notes [Abstract] | ' | ||||||
Related Party Transactions | ' | ||||||
NOTE 6: Related Party Transactions | |||||||
Due to affiliates and related parties consists of the following: | |||||||
31-Oct-13 | 31-Jan-13 | ||||||
Related party loans | |||||||
Loans to the Company | $ | 52,069 | $ | 194,824 | |||
Notes payable for accrued compensation | 273,000 | 273,000 | |||||
Total related party loans | 325,069 | 467,824 | |||||
Related party payable | |||||||
Accrued compensation | 191,000 | 6,000 | |||||
Reimbursable expenses | (11,183 | ) | 37 | ||||
Total related party payable | 179,817 | 6,037 | |||||
Total related party transactions | $ | 504,886 | $ | 473,861 | |||
During the nine months ended October 31, 2013, cash loans decreased by $(142,755), unpaid compensation increased by $185,000, and reimbursable expenses receivable increased by $(11,220). As at October 31, 2013, affiliates and related parties are due a total of $504,886, which is comprised of $52,069 in cash loans, $273,000 of accrued compensation converted to notes payable, $191,000 in unpaid compensation, and $(11,183) due from related parties for reimbursable expenses.~ | |||||||
On August 31, 2012, the Company issued a Promissory Note in the amount of $168,000 to Huntington Chase Financial Group (“HCFG”), a Nevada corporation, whose principal is a related party, for all unpaid compensation owing under a related consulting agreement dated July 10, 2008. The promissory note is payable within three (3) years, and accrues interest at a rate of 7% per annum. Interest in the amount of $13,725 and $4,930 has been accrued as of October 31, 2013 and January 31, 2013, respectively, and is included as an accrued expense on the accompanying consolidated balance sheets. | |||||||
On January 1, 2013, the Company entered into a Consulting Agreement with HCFG. The consulting agreement provides for HCFG to provide advisory services to the Company for a period of three years for compensation in the amount of $15,000 per month, plus a one-time payment of $90,000 for prior services rendered. On January 31, 2013, a Promissory Note was issued by the Company in the amount of $105,000 for unpaid compensation owing under this agreement through January 31, 2013. The promissory note is payable within three (3) years, and accrues interest at a rate of 7% per annum. Interest in the amount of $5,497 and $0 has been accrued as of October 31, 2013 and January 31, 2013, respectively, and is included as an accrued expense on the accompanying consolidated balance sheets. In addition, as of October 31, 2013, $90,000 in compensation not included in the promissory note has been recorded as related party unpaid compensation. | |||||||
On January 7, 2013, the Company issued a Convertible Promissory Note in the amount of $195,000 to a related party for cash loans made to the Company. The promissory note accrues interest at a rate of 6% per annum, and is convertible into the Company’s common stock. A total of $142,755 and $176, in principal repayments were made during the nine months ended October 31, 2013 and the year ended January 31, 2013, respectively, resulting in a principal balance of $52,069 and $194,824 as of October 31, 2013 and January 31, 2013, respectively. Interest in the amount of $14,025 and $9,485 has been accrued as of October 31, 2013 and January 31, 2013, respectively, and is included as an accrued expense on the accompanying consolidated balance sheets. | |||||||
On September 1, 2012, the Company entered into an employment agreement with Mr. Michael J. Borkowski (the “Employment Agreement”) to serve as the Company’s President, CEO, and Director of the Board of Directors. The Employment Agreement is for a term of three (3) years, and includes compensation in the amount of $72,000 per year, bonus compensation in the amount of $100,000 contingent upon the Company meeting certain goals, 5,000,000 stock options, and certain other benefits in the event they are offered by the Company in the future. As of October 31, 2013 and January 31, 2013, respectively, $56,000 and $6,000 has been recorded as related party unpaid compensation. | |||||||
As of October 31, 2013 and January 31, 2013, respectively, the Company has accrued $33,247 and $14,414 in interest on related party loans. | |||||||
Notes_and_Loans_Payable
Notes and Loans Payable | 9 Months Ended |
Oct. 31, 2013 | |
Notes [Abstract] | ' |
Notes and Loans Payable | ' |
NOTE 7: NOTES AND LOANS PAYABLE | |
On January 7, 2013, the Company issued a Convertible Promissory Note in the amount of $250,000 to a non-related party (the “Convertible Note”). The Convertible Note is payable within two (2) years, accrues interest at a rate of 6% per annum, and is convertible into the Company’s common stock. Interest in the amount of $12,205 and $986 has been recorded as of October 31, 2013 and January 31, 2013, respectively, and is included as an accrued expense on the accompanying consolidated balance sheets. | |
As of October 31, 2013 and January 31, 2013, respectively, the Company has accrued $12,205 and $986 in interest on notes and loans payable | |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 31, 2013 | |
Notes [Abstract] | ' |
Commitments and Contingencies | ' |
NOTE 8: COMMITMENTS AND CONTINGENCIES | |
On August 28, 2012, the Company’s wholly owned subsidiary, Eaton Scientific Systems, Ltd. entered into a Consulting Agreement with Dr. David Stark (the “Stark Agreement”). The Stark Agreement, effective September 1, 2012, is for a period of 12 months, and provides compensation in the amount of $4,000 per month. As of October 31, 2013 and January 31, 2013, respectively $32,500 and $11,000 in unpaid compensation has been included in accounts payable on the accompanying consolidated balance sheets. | |
On May 14, 2013, the Company entered into a Clinical Trial/Study Agreement with the American Institute of Research (the “CTS Agreement”). The purpose of the Study will be to demonstrate that Tropine 3, its novel new indication of Homatropine, and existing FDA Approved drug currently used to treat heavy coughing, has the ability to provide relief to pre-menopausal, menopausal and post-menopausal women suffering from hot flashes. Pursuant to the CTS Agreement, the cost for the Study is approximately $257,875, based upon 50 (fifty) patients, not to exceed a cost of $5,037.50 per patient, plus preparation and pharmaceutical fees of $6,000. | |
Common_Stock
Common Stock | 9 Months Ended |
Oct. 31, 2013 | |
Notes [Abstract] | ' |
Common Stock | ' |
NOTE 9: COMMON STOCK | |
On February 27, 2012, the Company authorized an increase to the authorized number of shares of common stock from 100,000,000 shares to 650,000,000 shares and decreased the authorized preferred stock from 100,000,000 shares to 50,000,000 shares. In addition, the par value of the Company’s common stock was changed from $0.001 per share to $0.0001 per share. | |
The following reflects the common stock transactions as adjusted for the change in par value. | |
In June 2012, the Company issued 1,409,375 shares of its common stock for services rendered valued at $5,638. As a result, $5,497 has been recorded as paid in capital. | |
In July 2012, the Company effected a 4-1 reverse split, whereby each shareholder would receive one (1) share of common stock for each four (4) shares of common stock held. The reverse split resulted in the 100,000,000 shares issued and outstanding to be reduced by (75,000,000) shares, leaving 25,000,000 total shares of common stock issued and outstanding. | |
On August 23, 2012, in connection with the Share Exchange, the Company’s common shares were recapitalized by an addition of 418,000,686 common stock shares. As a result, $41,800 was recorded to paid in capital. | |
As of October 31, 2013 and January 31, 2013, 443,000,686 shares of the Company’s common stock were issued and outstanding. | |
Warrants_and_Options
Warrants and Options | 9 Months Ended | ||||||||||
Oct. 31, 2013 | |||||||||||
Notes [Abstract] | ' | ||||||||||
Warrants and Options | ' | ||||||||||
NOTE 10: WARRANTS AND OPTIONS | |||||||||||
On September 1, 2012, the Company adopted the Employee Stock Option Plan (“2012 Plan”), wherein 25,000,000 shares of common stock were reserved for issuance. The 2012 Plan is intended to assist the Company in securing and retaining key employees, directors and consultants by allowing them to participate in the Company's ownership and growth through the grant of incentive and non-qualified options. | |||||||||||
On September 1, 2012, the Company, under its 2012 Plan, granted qualified stock options to purchase 6,500,000 shares of its common stock. Of the total options granted, 5,000,000 were granted to the sole officer of the Company at $0.10 per share, and 1,500,000 were granted to a consultant at $0.25 per share. All options are for a period 5 years, vest quarterly over a period of two (2) years, and were valued using the Black-Scholes valuation method at $0.41 per share, or $2,665,000, which is being amortized over a 24-month period. | |||||||||||
Options Outstanding | Remaining | Exercise Price | Weighted | ||||||||
Number of | Contractual Life | times Number | Average | ||||||||
Exercise Price | Shares | (in years) | of Shares | Exercise Price | |||||||
$0.10 | 5,000,000 | 4 | $ | 500,000 | $0.10 | ||||||
$0.25 | 1,500,000 | 4 | 375,000 | $0.25 | |||||||
6,500,000 | 4 | $ | 875,000 | $0.20 | |||||||
Options Activity | Weighted | ||||||||||
Number | Average | ||||||||||
of Shares | Exercise Price | ||||||||||
Outstanding at January 31, 2013 | 6,500,000 | $0.20 | |||||||||
Issued | - | - | |||||||||
Exercised | - | - | |||||||||
Expired / Cancelled | - | - | |||||||||
Outstanding at October 31, 2013 | 6,500,000 | $0.20 | |||||||||
During the nine months ended October 31, 2013 and the year ended January 31, 2013, respectively, the Company expensed a total of $666,249 and $222,083 in stock option compensation. There remains $1,776,668 and $2,442,917 in deferred stock option compensation at October 31, 2013 and January 31, 2013, respectively, to be amortized over the next 12 months. | |||||||||||
As of October 31, 2013 and January 31, 2013, the Company has no warrants and 6,500,000 options issued and outstanding. | |||||||||||
Income_Taxes
Income Taxes | 9 Months Ended | ||||||
Oct. 31, 2013 | |||||||
Notes [Abstract] | ' | ||||||
Income Taxes | ' | ||||||
NOTE 11: INCOME TAXES | |||||||
The components of the net deferred tax asset at October 31, 2013 and January 31, 2013, the statutory tax rate, the effective tax rate and the amount of the valuation allowance are indicated below: | |||||||
October 31, 2013 | 31-Jan-13 | ||||||
Income (Loss) Before Taxes | $ | (1,100,242 | ) | $ | (570,344 | ) | |
Statutory rate | 34% | 34% | |||||
Computed expected tax payable (recovery) | $ | 374,100 | $ | 194,300 | |||
Non-deductible expenses | (1,100 | ) | (400 | ) | |||
Change in valuation allowance | (373,000 | ) | (193,900 | ) | |||
Reported income taxes | $ | – | $ | – | |||
The significant components of deferred income tax assets and liabilities at October 31, 2013 and January 31, 2013 are as follows: | |||||||
31-Oct-13 | 31-Jan-13 | ||||||
Net operating loss carried forward | $ | 644,900 | $ | 271,900 | |||
Valuation allowance | (644,900 | ) | (271,900 | ) | |||
Net deferred income tax asset | $ | – | $ | – | |||
Subsequent_Events
Subsequent Events | 9 Months Ended |
Oct. 31, 2013 | |
Notes [Abstract] | ' |
Subsequent Events | ' |
NOTE 12: SUBSEQUENT EVENTS | |
On November 26, 2013, the Company (the “Company”) and its Majority Shareholders (the “Majority Stockholders”) entered into an Agreement for the Purchase of Common Stock (the “Stock Purchase Agreement”) with Domenic Marciano (and/or assigns) (“Marciano”), an individual, whereby Marciano acquired 227,370,000 shares of the Company’s Common Stock (the “Eaton Stock”) from the Majority Stockholders at par value $.001, representing approximately 51.3% of the Company’s total issued and outstanding shares, in exchange for cash in the amount of $22,737.00 (the “Cash Proceeds”). The Stock Purchase Agreement, and subsequent transaction closing, was completed on November 26, 2013, and a Change in Control of the Company took place. | |
In connection with the terms and conditions of the Stock Purchase Agreement and sale of 227,370,000 shares held by the Majority Stockholders: | |
1. Marciano will appoint two new directors to the Company’s board of directors; and | |
2. the Company will “Spin Out” one hundred percent (100%) of the issued and outstanding stock of the Company’s operating subsidiary Eaton Scientific Systems, Ltd, to the shareholders of record on November 25, 2013, on a pro rata one-for-one basis, within sixty (60) days of the change in control of the Company; and | |
3. The Shareholder “Lock-Up-Leak-Out” Agreements were cancelled by mutual agreement between the Board and the Company’s Shareholders who were party to the Agreements. | |
On December 4, 2013, the Company (the “Company,” the “Licensee”) executed an Agreement of the License of Intellectual Property (“License Agreement”) dated November 4, 2013 with Eco Science Solutions International, Inc., a Canadian corporation (“Licensor”), for the license of certain US and Canadian Patent Pending Applications (“Patent Applications”), whereby Licensor acquired 2,500,000 shares of the Company’s Convertible Preferred Stock (“Preferred Stock”), in exchange for the Company’s exclusive license of the Patent Applications (“Patent License”) in perpetuity. The Preferred Stock, if converted into Common Stock, would represent approximately 17% of the Company’s total issued and outstanding shares of Common Stock (on the Date of the License Agreement), | |
In connection with the terms and conditions of the License Agreement: | |
1. Licensor waives any initial cash payment for Patent License fee; and | |
2. Licensee will pay Licensor a royalty equal to three percent (3%) of Gross Revenues (the “Gross Revenues”) earned in connection with the Patent License. Said royalty will be payable quarterly within thirty (30) days of the last day of the calendar quarter in which Gross Revenues have been earned for which payment is due. |
Nature_of_Business_and_Continu1
Nature of Business and Continuance of Operations (Policies) | 9 Months Ended |
Oct. 31, 2013 | |
Policies [Abstract] | ' |
Going Concern | ' |
Going Concern | |
These 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, 2013, the Company had working capital deficit of $359,938, and an accumulated deficit of $1,901,300. 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_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2013 | |
Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
These consolidated financial statements and related notes are prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. The Company’s fiscal year end is January 31. | |
Development Stage Company | ' |
Development Stage Company | |
The Company is a development stage company as defined by ASC 915-10-05, “Development Stage Entity.” The Company is still devoting substantially all of its efforts on establishing the business, and its planned principal operations have not commenced. All losses accumulated, since inception, have been considered as part of the Company’s development stage activities. | |
Principles of Consolidation | ' |
Principles of Consolidation | |
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Eaton Scientific Systems, Ltd. (“ESSL”). All significant inter-company accounts and transactions have been eliminated. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. All adjustments necessary for a fair statement of the results for the interim periods have been made, and all adjustments are of a normal recurring nature. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | |
Cash and Cash Equivalents, Policy | ' |
Cash and Cash Equivalents | |
The Company considers all highly liquid instruments with maturity of three months or less at the time of purchase to be cash equivalents. As of October 31, 2013 and January 31, 2013, the Company had no cash equivalents. | |
Property and Equipment | ' |
Property and Equipment | |
Property and equipment is comprised of office equipment, recorded at cost and depreciated using the straight-line method over the estimated useful lives of 5 to 7 years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized. During the nine months ended October 31, 2013 and the year ended January 31, 2013, respectively, $10,764 and $1,668 were capitalized to property and equipment. | |
Intangible Assets | ' |
Intangible Assets | |
Intangible assets consist of legal and other costs incurred in connection with the development of pending patents, and are capitalized and amortized over the shorter of the economic or legal life of the patent and/or software license. During the nine months ended October 31, 2013 and the year ended January 31, 2013, respectively, $11,074 and $8,751 were capitalized to intangible assets. | |
Impairment of Long-lived Assets | ' |
Impairment of Long-Lived Assets | |
The Company’s long-lived assets, including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. | |
Due to the Company’s recurring losses, the costs related to its patents were evaluated for impairment and it was determined that future cash flows were insufficient for recoverability of the asset. As a result, the Company recognized impairment losses of $-34,434 as of October 31, 2013. | |
Financial Instruments | ' |
Financial Instruments | |
Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value: | |
Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | |
Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | |
Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | |
The Company’s financial instruments consist principally of cash, accounts payable, and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. | |
Revenue Recognition | ' |
Revenue Recognition | |
The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is reasonably assured. As of October 31, 2013 and January 31, 2013, no revenue has been recognized, as the Company has not commenced operations. | |
Stock-based Compensation | ' |
Stock-Based Compensation | |
The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. | |
Basic and Diluted Net Income (loss) Per Share | ' |
Basic and Diluted Net Income (Loss) Per Share | |
The Company computes net income (loss) per share in accordance with ASC 260, Earning per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. | |
Comprehensive Loss | ' |
Comprehensive Loss | |
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at October 31, 2013 and January 31, 2013, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the US Securities and Exchange Commission (“SEC”), and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company. The Company has recently adopted the following new accounting standards: | |
Adopted: | |
Effective January 2012, the Company adopted ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 represents the converged guidance of the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) on fair value measurement. A variety of measures are included in the update intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend to change the application of existing requirements under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 was effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements. | |
Effective January 2012, the Company adopted ASU No. 2011-05, Presentation of Comprehensive Income (ASU 2011-05). ASU 2011-05 is intended to increase the prominence of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of the IASB. The amendments require that all non-owner changes in shareholders’ equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12). ASU 2011-12 defers the provisions of ASU 2011-05 that require the presentation of reclassification adjustments on the face of both the statement of income and statement of other comprehensive income. Amendments under ASU 2011-05 that were not deferred under ASU 2011-12 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements. | |
Not Yet Adopted: | |
In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The Company is evaluating the effect, if any, the adoption of ASU 2013-02 will have on its consolidated financial statements. | |
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our consolidated financial statements. | |
In July 2013, the FASB issued ASU No 2013-11, Presentation of an Unrecognized Tax Benefit When Net Operating Loss Carryforward Exists. The objective of ASU 2013-11 is to reduce diversity in practice by providing guidance on the presentation of unrecognized tax benefits, and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, and interim reporting periods therein. Early adoption is permitted. The Company is evaluating the effect, if any, adoption of ASU No. 2013-11 will have on its consolidated financial statements. | |
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements. | |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | ||||||
Oct. 31, 2013 | |||||||
Tables/Schedules [Abstract] | ' | ||||||
Schedule of Property, Plant and Equipment | ' | ||||||
31-Oct-13 | 31-Jan-13 | ||||||
Office equipment | $ | 5,474 | $ | 1,668 | |||
Furniture and fixtures | 6,958 | – | |||||
Sub-total | 12,432 | 1,668 | |||||
Accumulated depreciation | (1,168 | ) | – | ||||
Property and equipment, net | $ | 11,264 | $ | 1,668 |
Intangible_Assets_Tables
Intangible Assets (Tables) | 9 Months Ended | ||||||
Oct. 31, 2013 | |||||||
Tables/Schedules [Abstract] | ' | ||||||
Schedule of Intangible Assets | ' | ||||||
31-Oct-13 | 31-Jan-13 | ||||||
Product development costs | $ | 50,624 | $ | 44,806 | |||
Software license | 5,256 | – | |||||
Sub-total | 55,880 | 44,806 | |||||
Accumulated amortization | (16,920 | ) | (13,749 | ) | |||
Intangible assets, net | $ | 38,960 | $ | 31,057 | |||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 9 Months Ended | ||||||
Oct. 31, 2013 | |||||||
Tables/Schedules [Abstract] | ' | ||||||
Schedule of Related Party Transactions | ' | ||||||
31-Oct-13 | 31-Jan-13 | ||||||
Related party loans | |||||||
Loans to the Company | $ | 52,069 | $ | 194,824 | |||
Notes payable for accrued compensation | 273,000 | 273,000 | |||||
Total related party loans | 325,069 | 467,824 | |||||
Related party payable | |||||||
Accrued compensation | 191,000 | 6,000 | |||||
Reimbursable expenses | (11,183 | ) | 37 | ||||
Total related party payable | 179,817 | 6,037 | |||||
Total related party transactions | $ | 504,886 | $ | 473,861 | |||
Warrants_and_Options_Tables
Warrants and Options (Tables) | 9 Months Ended | ||||||||||
Oct. 31, 2013 | |||||||||||
Tables/Schedules [Abstract] | ' | ||||||||||
Schedule of Options Outstanding | ' | ||||||||||
Options Outstanding | Remaining | Exercise Price | Weighted | ||||||||
Number of | Contractual Life | times Number | Average | ||||||||
Exercise Price | Shares | (in years) | of Shares | Exercise Price | |||||||
$0.10 | 5,000,000 | 4 | $ | 500,000 | $0.10 | ||||||
$0.25 | 1,500,000 | 4 | 375,000 | $0.25 | |||||||
6,500,000 | 4 | $ | 875,000 | $0.20 | |||||||
Schedule of Options Activity | ' | ||||||||||
Options Activity | Weighted | ||||||||||
Number | Average | ||||||||||
of Shares | Exercise Price | ||||||||||
Outstanding at January 31, 2013 | 6,500,000 | $0.20 | |||||||||
Issued | - | - | |||||||||
Exercised | - | - | |||||||||
Expired / Cancelled | - | - | |||||||||
Outstanding at October 31, 2013 | 6,500,000 | $0.20 | |||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 9 Months Ended | ||||||
Oct. 31, 2013 | |||||||
Tables/Schedules [Abstract] | ' | ||||||
Schedule of Effective Income Tax Rate Reconciliation | ' | ||||||
October 31, 2013 | 31-Jan-13 | ||||||
Income (Loss) Before Taxes | $ | (1,100,242 | ) | $ | (570,344 | ) | |
Statutory rate | 34% | 34% | |||||
Computed expected tax payable (recovery) | $ | 374,100 | $ | 194,300 | |||
Non-deductible expenses | (1,100 | ) | (400 | ) | |||
Change in valuation allowance | (373,000 | ) | (193,900 | ) | |||
Reported income taxes | $ | – | $ | – | |||
Schedule of Components of Income Tax Expense (Benefit) | ' | ||||||
31-Oct-13 | 31-Jan-13 | ||||||
Net operating loss carried forward | $ | 644,900 | $ | 271,900 | |||
Valuation allowance | (644,900 | ) | (271,900 | ) | |||
Net deferred income tax asset | $ | – | $ | – | |||
Nature_of_Business_and_Continu2
Nature of Business and Continuance of Operations: Share Exchange (Details) (Eaton Scientific Systems, Ltd.) | 12 Months Ended |
Jan. 31, 2013 | |
Eaton Scientific Systems, Ltd. | ' |
Business Combination, Date of Agreement | 23-Aug-12 |
Business Combination, Shares Acquired | 25,000,000 |
Business Combination, Shares Acquired, Percent | 100.00% |
Business Combination, Shares Issued in Exchange | 25,000,000 |
Business Combination, Total Shares Held by Acquiree | 265,000,000 |
Business Combination, Total Shares Held by Acquiree, Percentage | 59.80% |
Business Combination, Total Shares Held by Lock-Up Agreements | 135,779,375 |
Business Combination, Total Shares Held by Lock-Up Agreements, Percent | 30.64% |
Business Combination, Total Shares Held by Lock-Up Agreements, Term (in months) | 24 |
Nature_of_Business_and_Continu3
Nature of Business and Continuance of Operations: Going Concern (Details) (USD $) | Oct. 31, 2013 |
Details [Abstract] | ' |
Working Capital Deficit | $359,938 |
Deficit Accumulated During Development Stage | $1,901,300 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies: Property and Equipment (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Oct. 31, 2013 | Jan. 31, 2013 | |
Property and Equipment, Additions During Period | $10,764 | $1,668 |
Office Equipment | Minimum | ' | ' |
Property and Equipment, Useful Life | '5 years | ' |
Office Equipment | Maximum | ' | ' |
Property and Equipment, Useful Life | '7 years | ' |
Furniture and Fixtures | Minimum | ' | ' |
Property and Equipment, Useful Life | '5 years | ' |
Furniture and Fixtures | Maximum | ' | ' |
Property and Equipment, Useful Life | '7 years | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies: Intangible Assets (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Oct. 31, 2013 | Jan. 31, 2013 | |
Details [Abstract] | ' | ' |
Intangible Assets, Additions During Period | $11,074 | $8,751 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies: Impairment of Long-lived Assets (Details) (USD $) | 9 Months Ended |
Oct. 31, 2013 | |
Details [Abstract] | ' |
Impairment of Intangible Assets, Finite-lived | ($34,434) |
Prepaid_Expenses_Details
Prepaid Expenses (Details) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
Details [Abstract] | ' | ' |
Prepaid Consulting Fees | $0 | $5,000 |
Property_and_Equipment_Schedul
Property and Equipment: Schedule of Property and Equipment (Details) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
Details [Abstract] | ' | ' |
Office Equipment | $5,474 | $1,668 |
Furniture and Fixtures | 6,958 | ' |
Property and Equipment, Gross | 12,432 | 1,668 |
Accumulated Depreciation | -1,168 | ' |
Property and Equipment, Net, Total | $11,264 | $1,668 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 9 Months Ended | |
Oct. 31, 2013 | Oct. 31, 2012 | |
Details [Abstract] | ' | ' |
Depreciation Expense | $1,168 | $0 |
Intangible_Assets_Schedule_of_
Intangible Assets: Schedule of Intangible Assets (Details) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
Details [Abstract] | ' | ' |
Product Development Costs | $50,624 | $44,806 |
Software License | 5,256 | ' |
Intangible Assets, Gross | 55,880 | 44,806 |
Accumulated Amortization | -16,920 | -13,749 |
Intagible Assets, Net, Total | $38,960 | $31,057 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | 9 Months Ended | 12 Months Ended | |
Oct. 31, 2013 | Oct. 31, 2012 | Jan. 31, 2013 | |
Details [Abstract] | ' | ' | ' |
Amortization Expense | $3,170 | $1,805 | ' |
Loss on impairment of asset | ($34,434) | ' | $0 |
Related_Party_Transactions_Rel
Related Party Transactions: Related Party Transactions (Details) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
Details [Abstract] | ' | ' |
Loans to Company | $52,069 | $194,824 |
Notes Payable, Accrued Compensation | 273,000 | 273,000 |
Total Related Party Loans | 325,069 | 467,824 |
Accrued Compensation | 191,000 | 6,000 |
Reimbursable Expenses | -11,183 | 37 |
Total Related Party Payable | 179,817 | 6,037 |
Total Related Party Transactions | $504,886 | $473,861 |
Related_Party_Transactions_Rel1
Related Party Transactions: Related Party Activity (Details) (USD $) | Oct. 31, 2013 |
Loans to Company | ' |
Current Period Increase (Decrease) | ($142,755) |
Ending Balance | 52,069 |
Accrued Compensation | ' |
Current Period Increase (Decrease) | 185,000 |
Ending Balance | 191,000 |
Reimbursable Expenses | ' |
Current Period Increase (Decrease) | -11,220 |
Ending Balance | -11,183 |
Notes Payable, Accrued Compensation | ' |
Current Period Increase (Decrease) | ' |
Ending Balance | $273,000 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Oct. 31, 2013 | Jan. 31, 2013 | |
Related Party Transaction, Accrued Interest | $33,247 | $14,414 |
Huntington Chase Financial Group, Promissory Note 1 | ' | ' |
Related Party Transaction, Date | 31-Aug-12 | ' |
Related Party Transaction, Amounts of Transaction | 168,000 | ' |
Related Party Transaction, Term (in years) | 3 | ' |
Related Party Transaction, Interest Rate | 7.00% | ' |
Related Party Transaction, Accrued Interest | 13,725 | 4,930 |
Huntington Chase Financial Group, Consulting Agreement | ' | ' |
Related Party Transaction, Date | 1-Jan-13 | ' |
Related Party Transaction, Monthly Fee | 15,000 | ' |
Related Party Transaction, One-Time Payment | 90,000 | ' |
Related Party Transaction, Accrued Compensation | 90,000 | ' |
Huntington Chase Financial Group, Promissory Note 2 | ' | ' |
Related Party Transaction, Date | 31-Jan-13 | ' |
Related Party Transaction, Amounts of Transaction | 105,000 | ' |
Related Party Transaction, Term (in years) | 3 | ' |
Related Party Transaction, Interest Rate | 7.00% | ' |
Related Party Transaction, Accrued Interest | 5,497 | 0 |
Huntington Chase Financial Group, Convertible Promissory Note | ' | ' |
Related Party Transaction, Date | 7-Jan-13 | ' |
Related Party Transaction, Amounts of Transaction | 195,000 | ' |
Related Party Transaction, Interest Rate | 6.00% | ' |
Related Party Transaction, Accrued Interest | 14,025 | 9,485 |
Related Party Transaction, Repayments | 142,755 | 176 |
Related Party Transaction, Principal Balance | 52,069 | 194,824 |
Michael Borkowski | ' | ' |
Related Party Transaction, Date | 1-Sep-12 | ' |
Related Party Transaction, Term (in years) | 3 | ' |
Related Party Transaction, Accrued Compensation | 56,000 | 6,000 |
Related Party Transaction, Annual Salary | 72,000 | ' |
Related Party Transaction, Contingent Bonus | 100,000 | ' |
Related Party Transaction, Stock Options Granted | $5,000,000 | ' |
Notes_and_Loans_Payable_Detail
Notes and Loans Payable (Details) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 | Jan. 07, 2013 |
Details [Abstract] | ' | ' | ' |
Convertible Promissory Note, Principal Amount | ' | ' | $250,000 |
Convertible Promissory Note, Term (in years) | ' | ' | 2 |
Convertible Promissory Note, Interest Rate | ' | ' | 6.00% |
Convertible Promissory Note, Accrued Interest | $12,205 | $986 | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | 9 Months Ended | |
Jan. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | |
David Stark | David Stark | American Institute of Research | |
Contractual Obligation, Date of Contract | 1-Sep-12 | ' | 14-May-13 |
Contractual Obligation, Monthly Fee | $4,000 | ' | ' |
Contractual Obligation, Accrued Fees | 11,000 | 32,500 | ' |
Contractual Obligation, Appx Total Cost | ' | ' | 257,875 |
Contractual Obligation, Maximum Subjects | ' | ' | 50 |
Contractual Obligation, Cost Per Subject | ' | ' | 5,037.50 |
Contractual Obligation, Other Expected Costs, Total | ' | ' | $6,000 |
Common_Stock_Change_in_Authori
Common Stock: Change in Authorized Shares (Details) (USD $) | 12 Months Ended |
Jan. 31, 2013 | |
Details [Abstract] | ' |
Common Stock, Increase in Authorized Shares, Date | 27-Feb-12 |
Common Stock, Increase in Authorized Shares, Original Shares Authorized | 100,000,000 |
Common Stock, Increase in Authorized Shares, New Shares Authorized | 650,000,000 |
Preferred Stock, Decrease in Authorized Shares, Original Shares Authorized | 100,000,000 |
Preferred Stock, Decrease in Authorized Shares, New Shares Authorized | 50,000,000 |
Common Stock, Change in Par Value, Original Par Value | $0.00 |
Common Stock, Change in Par Value, New Par Value | $0.00 |
Common_Stock_Recent_Activity_D
Common Stock: Recent Activity (Details) (USD $) | 1 Months Ended | ||
Aug. 31, 2012 | Jul. 31, 2012 | Jun. 30, 2012 | |
Common Stock, Shares | ' | ' | ' |
Stock Compensation, Shares Issued | ' | ' | 1,409,375 |
Reverse Stock Split, Conversion Ratio | ' | 4.1 | ' |
Reverse Stock Split, Shares Held Pre-Split | ' | 100,000,000 | ' |
Reverse Stock Split, Reduction in Shares | ' | -75,000,000 | ' |
Reverse Stock Split, Shares Held Post-Split | ' | 25,000,000 | ' |
Share Exchange, Effects on Capital | 418,000,686 | ' | ' |
Common Stock, Value of Stock Compensation | ' | ' | ' |
Stock Compensation, Value | ' | ' | 5,638 |
Additional Paid in Capital | ' | ' | ' |
Stock Compensation, Value | ' | ' | 5,497 |
Share Exchange, Effects on Capital | 41,800 | ' | ' |
Common_Stock_Shares_Issued_and
Common Stock: Shares Issued and Outstanding (Details) | Oct. 31, 2013 | Jan. 31, 2013 |
Common Stock, shares outstanding | 443,000,686 | 443,000,686 |
Common Stock, Shares | ' | ' |
Common Stock, shares outstanding | 443,000,686 | 443,000,686 |
Warrants_and_Options_Details
Warrants and Options (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Oct. 31, 2013 | Jan. 31, 2013 | |
2012 Employee Stock Option Plan | ' | ' |
ESOP, Date of Plan | ' | 1-Sep-12 |
ESOP, Options Reserved, Total | ' | 25,000,000 |
ESOP Options Granted, Shares | ' | 6,500,000 |
ESOP Options Granted, Value, Method Used | ' | 'Black-Scholes |
ESOP Options Granted, Value Per Share | ' | $0.41 |
ESOP Options Granted, Value, Total | ' | $2,665,000 |
ESOP Options Granted, Value, Amortization Period (in months) | 12 | 24 |
ESOP Options Granted, Value, Current Period Expense | 666,249 | 222,083 |
ESOP Options Granted, Value, Remaining to be Expensed | $1,776,668 | $2,442,917 |
ESOP Grants, Officer | ' | ' |
ESOP Options Granted, Shares | ' | 5,000,000 |
ESOP Options Granted, Exercise Price | ' | $0.10 |
ESOP Options Granted, Term (in years) | ' | 5 |
ESOP Options Granted, Vesting Term (years) | ' | 2 |
ESOP Grants, Consultant | ' | ' |
ESOP Options Granted, Shares | ' | 1,500,000 |
ESOP Options Granted, Exercise Price | ' | $0.25 |
ESOP Options Granted, Term (in years) | ' | 5 |
ESOP Options Granted, Vesting Term (years) | ' | 2 |
Warrants_and_Options_Options_O
Warrants and Options: Options Outstanding (Details) (USD $) | 9 Months Ended |
Oct. 31, 2013 | |
ESOP Options Outstanding, Shares | 6,500,000 |
ESOP Options Outstanding, Remaining Life (in years) | '4 years |
ESOP Options Outstanding, Exercise Price x Shares | $875,000 |
ESOP Options Outstanding, Weighted Avg Exercise Price | $0.20 |
$0.10 | ' |
ESOP Options Outstanding, Shares | 5,000,000 |
ESOP Options Outstanding, Remaining Life (in years) | '4 years |
ESOP Options Outstanding, Exercise Price x Shares | 500,000 |
ESOP Options Outstanding, Weighted Avg Exercise Price | $0.10 |
$0.25 | ' |
ESOP Options Outstanding, Shares | 1,500,000 |
ESOP Options Outstanding, Remaining Life (in years) | '4 years |
ESOP Options Outstanding, Exercise Price x Shares | $375,000 |
ESOP Options Outstanding, Weighted Avg Exercise Price | $0.25 |
Warrants_and_Options_Options_A
Warrants and Options: Options Activity (Details) (Stock Options, USD $) | Oct. 31, 2013 |
Stock Options | ' |
ESOP Options, Beginning | 6,500,000 |
ESOP Options, Beginning, Weighted Avg Exercise Price | $0.20 |
ESOP Options, Ending | 6,500,000 |
ESOP Options, Ending, Weighted Avg Exercise Price | $0.20 |
Income_Taxes_Schedule_of_Effec
Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Oct. 31, 2013 | Jan. 31, 2013 | |
Details [Abstract] | ' | ' |
Income (Loss) Before Taxes | ($1,100,242) | ($570,344) |
Statutory Rate | 34.00% | 34.00% |
Computed Expected Tax Payable (Recovery) | 374,100 | 194,300 |
Non-Deductible Expenses | -1,100 | -400 |
Change in Valuation Allowance | ($373,000) | ($193,900) |
Income_Taxes_Schedule_of_Compo
Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Details) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
Details [Abstract] | ' | ' |
Net Operating Loss Carryforward | $644,900 | $271,900 |
Valuation Allowance | ($644,900) | ($271,900) |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 9 Months Ended |
Oct. 31, 2013 | |
Common Stock Purchase Agreement | ' |
Subsequent Event, Date | 26-Nov-13 |
Subsequent Event, Description | 'Agreement for the Purchase of Common Stock |
Subsequent Event, Shares Sold | 227,370,000 |
Subsequent Event, Shares Sold, Class of Shares | 'Common Stock |
Subsequent Event, Shares Sold, Per Share Value | $0.00 |
Subsequent Event, Shares Sold, Percent | 51.30% |
Subsequent Event, Shares Sold, Cash Proceeds | $22,737 |
Subsequent Event, Shares Sold, Effects on Ownership | 'Change in Control |
License Agreement | ' |
Subsequent Event, Date | 4-Dec-13 |
Subsequent Event, Description | 'Agreement of the License of Intellectual Property |
Subsequent Event, Description of License | 'US and Canadian Patent Pending Applications |
Subsequent Event, Shares Issued | 2,500,000 |
Subsequent Event, Shares Issued, Class of Shares | 'Convertible Preferred Stock |
Subsequent Event, Term of Contract | 'in perpetuity |
Subsequent Event, Shares Issued, Percent (of Common) | 17.00% |
Subsequent Event, Royalty Rate | 3.00% |