Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended |
Jan. 31, 2015 | |
Document and Entity Information: | |
Entity Registrant Name | Eco Science Solutions, Inc. |
Document Type | 10-K |
Document Period End Date | 31-Jan-15 |
Amendment Flag | FALSE |
Entity Central Index Key | 1490873 |
Current Fiscal Year End Date | -30 |
Entity Common Stock, Shares Outstanding | 30,643,001 |
Entity Filer Category | Smaller Reporting Company |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Well-known Seasoned Issuer | No |
Document Fiscal Year Focus | 2015 |
Document Fiscal Period Focus | FY |
Entity Public Float | $1,612,959 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $13,322 | $5,684 |
Total current assets | 13,322 | 5,684 |
TOTAL ASSETS | 13,322 | 5,684 |
Current liabilities | ||
Accounts payable and accrued expenses | 43,126 | 37,856 |
Related party payable | 58,250 | 58,250 |
Notes payable-short-term-related party | 22,000 | |
Notes payable-short-term-related party-convertible | 164,045 | |
Total current liabilities | 287,421 | 96,106 |
Long-term liabilities: | ||
Notes payable-convertible | 236,350 | 250,000 |
Notes payable-long-term-related party | 22,000 | |
Notes payable-long-term-related party-convertible | 16,991 | |
Total long-term liabilities | 236,350 | 288,991 |
Total liabilities | 523,771 | 385,097 |
Stockholders' deficit | ||
Preferred stock, $.001 par, 50,000,000 shares authorized, none and 2,500,000 issued and outstanding at January 31, 2015 and 2014, respectively | 2,500 | |
Common stock, $0.10 par, 650,000,000 shares authorized, 30,643,001 and 443,001 issued and outstanding at January 31, 2015 and 2014, respectively | 3,064,300 | 44,300 |
Additional paid in capital-preferred | 5,262,500 | |
Additional paid in capital-common | 5,408,128 | 2,203,828 |
Accumulated deficit | -8,982,877 | -7,892,541 |
Total stockholders' deficit | -510,449 | -379,413 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $13,322 | $5,684 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets - Parenthetical (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
Statement of Financial Position | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 2,500,000 |
Preferred stock, shares outstanding | 0 | 2,500,000 |
Common Stock, par value | $0.10 | $0.10 |
Common Stock, shares authorized | 650,000,000 | 650,000,000 |
Common Stock, shares issued | 30,643,001 | 443,001 |
Common Stock, shares outstanding | 30,643,001 | 443,001 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Income from continuing operations: | ||
Revenue | ||
Cost of sales | ||
Gross profit | ||
General and administrative expenses | 126,782 | 88,753 |
Net operating loss | -126,782 | -88,753 |
Other income (expenses) | ||
Gain on foreign currency exchange | 783 | |
Interest expense | -18,554 | -15,265 |
Amortization of stock options/stock compensation | -945,000 | -2,084,167 |
Impairment loss | -5,265,000 | |
Total other income (expenses) | -963,554 | -7,363,649 |
Net loss from continuing operations | -1,090,336 | -7,452,402 |
Net loss from discontinued operations | -384,505 | |
Net loss | ($1,090,336) | ($7,836,907) |
Net (loss) per common share - basic and diluted | ||
Continuing operations | ($0.04) | ($16.82) |
Discontinued operations | ($0.87) | |
Weighted average common shares outstanding - basic and diluted | 24,461,220 | 443,001 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Deficit (USD $) | Preferred Stock | Common Stock | Additional Paid in Capital, Preferred | Additional Paid in Capital, Common | Deferred Compensation | Accumulated Deficit | Total |
Stockholders' Equity, Value at Jan. 31, 2013 | $44,300 | $2,562,578 | ($2,442,917) | ($649,185) | ($485,224) | ||
Stockholders' Equity, Shares at Jan. 31, 2013 | 443,001 | ||||||
Issuance of preferred stock for patent, Value | 2,500 | 5,262,500 | 5,265,000 | ||||
Issuance of preferred stock for patent, Shares | 2,500,000 | ||||||
Subsidiary spin-off | 593,551 | 593,551 | |||||
Amortization of stock options | 2,084,167 | 2,084,167 | |||||
Net loss | -7,836,907 | -7,836,907 | |||||
Stockholders' Equity, Value at Jan. 31, 2014 | 2,500 | 44,300 | 5,262,500 | 2,562,578 | -358,750 | -7,892,541 | -379,413 |
Stockholders' Equity, Shares at Jan. 31, 2014 | 2,500,000 | 443,001 | |||||
Issuance of preferred stock for patent, Value | |||||||
Conversion of debt to common stock, Value | 455,000 | -441,350 | 13,650 | ||||
Conversion of debt to common stock, Shares | 4,550,000 | ||||||
Conversion of preferred stock to common stock, Value | -2,500 | 2,500,000 | -5,262,500 | 2,765,000 | |||
Conversion of preferred stock to common stock, Shares | -2,500,000 | 25,000,000 | |||||
Grant of restricted stock award | 1,040,000 | -1,040,000 | |||||
Amortization of stock options | 205,000 | 205,000 | |||||
Vesting of restricted stock award, Value | 65,000 | -64,350 | 740,000 | 740,650 | |||
Vesting of restricted stock award, Shares | 650,000 | ||||||
Net loss | -1,090,336 | -1,090,336 | |||||
Stockholders' Equity, Value at Jan. 31, 2015 | $3,064,300 | $5,861,878 | ($453,750) | ($8,982,877) | ($510,449) | ||
Stockholders' Equity, Shares at Jan. 31, 2015 | 30,643,001 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Cash flows from operations: | ||
Net loss | ($1,090,336) | ($7,836,907) |
Net loss from discontinued operations | -384,505 | |
Net loss from continuing operations | -1,090,336 | -7,452,402 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of stock options/deferred stock compensation | 945,000 | 2,084,167 |
Impairment loss | 5,265,000 | |
Changes in operating assets and liabilties: | ||
Increase in accounts payable and accrued expenses | 1,229 | 36,461 |
Increase in related party payables | 4,041 | 52,250 |
Net cash used in operating activities | -140,066 | -14,524 |
Cash flows from financing activities: | ||
Proceeds from related party loans | 147,054 | 38,991 |
Proceeds from issuance of common stock | 650 | |
Net cash provided by financing activities | 147,704 | 38,991 |
Net cash provided by continuing operations | 7,638 | 24,467 |
Cash flows from discontinued operations: | ||
Net cash used in operating activities | -90,529 | |
Net cash used in investing activities | -21,837 | |
Net cash used in financing activities | -193,838 | |
Net cash used in discontinued operations | -306,204 | |
Net increase (decrease) in cash | 7,638 | -281,737 |
Cash - beginning of period | 5,684 | 287,421 |
Cash - end of period | 13,322 | 5,684 |
NON-CASH ACTIVITIES | ||
Preferred stock issued for patent license | 5,265,000 | |
Conversion of preferred stock to common stock | 5,265,000 | |
Conversion of debt to common stock | 13,650 | |
Distribution of assets upon spin off | -15,013 | |
Distribution of liabilities upon spin off | 608,564 | |
SUPPLEMENTAL INFORMATION | ||
Interest paid | ||
Income taxes paid |
Nature_of_Business_and_Continu
Nature of Business and Continuance of Operations | 12 Months Ended |
Jan. 31, 2015 | |
Notes | |
Nature of Business and Continuance of Operations | NOTE 1: Nature of Business and Continuance of Operations |
The Company was incorporated in the state of Nevada on December 8, 2009 under the name Pristine Solutions, Inc. The Company’s wholly owned subsidiary, Pristine Solutions Limited, was incorporated under the laws of Jamaica. The Company’s original business plan focused on developing a network of sales points for the sale and service of tankless water heaters in Jamaica, through Pristine Solutions Limited. | |
On August 22, 2012, Christine Buchanan-McKenzie, the Company’s former President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and a member of the Board of Directors, resigned from all positions with the Company. The resignation did not involve any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On the same day, Mr. Michael Borkowski was appointed as President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and a member of the Board of Directors of the Company. | |
On August 23, 2012, the Company and its controlling stockholders entered into a Share Exchange Agreement (the “Share Exchange”) with Eaton Scientific Systems, Ltd., a Nevada corporation (“ESSL”) and the shareholders of ESSL (the “ESSL Shareholders”), whereby the Company acquired 25,000,000 shares of common stock (100%) of ESSL (the “ESSL Stock”) from the ESSL Shareholders. In exchange for the ESSL Stock, the Company issued 25,000,000 shares of its common stock to the ESSL Shareholders (the “Share Exchange”). In addition, the Company’s Chief Executive Officer, Mr. Michael J. Borkowski, on behalf of the Company, entered into a Common Stock Purchase Agreement with the Company’s controlling shareholder, and former President, Ms. Christine Buchanan-McKenzie, whereby the Company would purchase one hundred percent (100%), or 240,000,000 shares, of the Company’s common shares owned by Mrs. Buchanan-McKenzie, at par value $.0001, and representing approximately 54.1% of the Company’s total issued and outstanding shares. The Common Stock Purchase Agreement, and subsequent transaction closing, was completed on October 22, 2012. On October 23, 2012, the Common Stock Purchase Agreement was finalized, and a change in control of the Company took place. | |
In conjunction with the Share Exchange and Common Stock Purchase Agreement, the total shares held by the ESSL Shareholders are 265,000,000, or approximately 59.8% of the issued and outstanding common stock of the Company as of October 30, 2012. In addition, certain ESSL shareholders owning a total of 135,779,375 shares of the Company’s common stock, representing approximately 30.64% of the issued and outstanding common stock of the Company, entered into three (3) separate twenty-four (24) month Lock-Up Agreements. | |
As a result of the Share Exchange and Common Stock Purchase Agreement, (i) there was a change in control of the Company; (ii) ESSL became the Company’s wholly owned subsidiary; and (iii) the ESSL operations continued as its primary business. In addition, on November 27, 2012, the Company changed its name to Eaton Scientific Systems, Inc. | |
In October, 2013, the Company’s Management was introduced to Domenic Marciano (“Marciano”). Marciano represented that he intended to acquire an exclusive license to a unique automotive product, the EcoFlora Spark Plug (the “EcoFlora Plug”), with a proprietary technology, and that the EcoFlora Plug has the potential to be uniquely positioned in the automotive parts business in the United States and International automotive parts marketplace. | |
The Majority Shareholders acknowledge that the Company has not been able to attract investment capital sufficient to execute its business plan because of its Share price. Further, Management believes that the potential success of the EcoFlora Plug technology could potentially provide value to the Company and its shareholders. As a result, on November 26, 2013, the Company and its Majority Shareholders (the “Majority Stockholders”) entered into an Agreement for the Purchase of Common Stock (the “Stock Purchase Agreement”) with Marciano whereby Marciano acquired 227,370,000 shares of the Company’s common stock from the Majority Stockholders at par value $.0001, representing approximately 51.3% of the Company’s total issued and outstanding shares, in exchange for cash in the amount of $22,737 (the “Cash Proceeds”). The Stock Purchase Agreement, and subsequent transaction closing, was completed on November 26, 2013, and a change in control of the Company took place. | |
The Majority Shareholders and the Company’s Management also believe it is in the best interest of the Company’s Shareholders to operate Eaton Scientific Systems, Ltd. (“Eaton Sub”) a Nevada corporation and wholly owned subsidiary of the Company, as a privately held Company, until such time where it is sufficiently capitalized to increase the probability for its Clinical Trials of Homatropine (“Tropine 3”) in oral suspension for the treatment of hot flash symptoms in pre-menopausal, menopausal and post menopausal women, to be in a position to yield results that may provide the opportunity for a potential FDA approval for marketing to consumers in the US. | |
In connection with the terms and conditions of the Stock Purchase Agreement and sale of 227,370,000 shares held by the Majority Stockholders: | |
1. Marciano appointed two new directors to the Company’s board of directors; and | |
2. The “Lock-Up-Leak-Out” Agreements executed in October 2012 were cancelled by mutual agreement between the Board and the Company’s Shareholders who were party to the Agreements. | |
3. The Majority Shareholders of the Company have voted to “Spin-out” to its Shareholders, one hundred percent (100%) of the issued and outstanding shares of Eaton Scientific Systems Ltd., its operating subsidiary, as of the record date of November 25, 2013, on a one-for-one basis within sixty-days (60) of the Change of Control of the Company, or by January 25, 2014. | |
On January 9, 2014, the Spin-out was complete, and Eaton Scientific Systems, Ltd. was no longer a subsidiary of the Company. | |
On February 14, 2014, the Company changed its name to Eco Science Solutions, Inc. (OTCQB.ESSI). | |
NOTE: The following notes and any further reference made to “the Company”, "we", "us", "our" and "ESSI" shall mean Eco Science Solutions, Inc., unless otherwise indicated. | |
Headquartered in Miami, Florida, Eco Science Solutions, Inc., a Nevada corporation, is charged with the origination, development and commercialization of innovative aftermarket automotive parts. | |
On December 4, 2013, the Company (the “Company”) executed an Agreement of the License of Intellectual Property (the “License Agreement”) dated November 4, 2013 with Eco Science Solutions International, Inc., a Canadian corporation (“ESS International”), for the exclusive license to the EcoFlora Spark Plug, recently patented in the US and that has filed for Patent protection in Canada and the International community based on its "Internal Pre-Combustion Chamber High Efficiency Spark Plug" technology. In connection with the License Agreement, the Company issued ESS International 2,500,000 shares of the Company’s Series “A” Convertible Preferred Stock (“Preferred Stock”), in exchange for the exclusive license of the Patent Applications, in perpetuity. The Preferred Stock is convertible into common stock at a conversion rate of 10 common shares for each preferred share. | |
On February 14, 2014, the Company effected a 1000-to-1 reverse stock split. As a result, the total shares of common stock issued and outstanding was adjusted to 443,001 shares with a par value of $0.10. | |
On April 4, 2014, the Company received notice from Eco Science Solutions International, Inc. to convert 100% of the Series “A” preferred shares into restricted common shares on a 10 for 1 basis. As a result, on April 9, 2014, 25,000,000 shares of the Company’s restricted common stock was issued, of which 19,866,668 shares were issued to the Company’s chairman, Domenic Marciano, and 5,133,332 shares were issued to non-related parties. Subsequent to the conversion, Eco Science Solutions International, Inc. no longer holds any shares of the Company’s capital stock, and Mr. Marciano holds 20,094,038 shares of the Company’s common stock, which represents 62.13% of the total issued and outstanding shares of the Company’s common stock on a fully diluted basis. | |
On October 7, 2014, the US Patent and Trademark Office (“USPTO”) issued Patent #8,853,925 for the EcoFlora Plug, based on its "Internal Pre-Combustion Chamber High Efficiency Spark Plug" technology, and has patent pending applications both in Canada and worldwide. | |
The Company is currently in the testing stages, and intends to validate its technology and then and manufacture and sell the technology. | |
Going Concern | |
These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As at January 31, 2015, the Company had a working capital deficit from continuing operations of $274,099, and an accumulated deficit of $8,982,877. 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 | 12 Months Ended | |
Jan. 31, 2015 | ||
Notes | ||
Summary of Significant Accounting Policies | NOTE 2: Summary of Significant Accounting Policies | |
This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. | ||
Basis of Presentation | ||
These consolidated financial statements and related notes are prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. The Company’s fiscal year end is January 31. | ||
Use of Estimates | ||
The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | ||
Cash and Cash Equivalents | ||
The Company considers all highly liquid instruments with maturity of three months or less at the time of purchase to be cash equivalents. As of January 31, 2015 and 2014, respectively, the Company had no cash equivalents. | ||
Intangible Assets | ||
Intangible assets consist of licensing and other direct costs incurred in connection with the license rights of pending patents, and are capitalized and amortized over the shorter of the economic or legal life of the patent. During the year ended January 31, 2015 and 2014, respectively, $0 and $5,265,000 were capitalized to patent costs. | ||
Impairment of Long-Lived Assets | ||
The Company’s long-lived assets, including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. | ||
Due to the Company’s recurring losses, the costs related to its patents were evaluated for impairment and it was determined that there were no sufficient estimated future cash flows for the recoverability of the asset. As a result, an impairment loss of $5,265,000 was recorded for the year ended January 31, 2014. | ||
Fair Value Measurements | ||
Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value: | ||
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 January 31, 2015, no revenue has been recognized, as the Company has not commenced operations. | ||
Stock-Based Compensation | ||
The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. | ||
Basic and Diluted Net Income (Loss) Per Share | ||
The Company computes net income (loss) per share in accordance with ASC 260, Earning per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. | ||
Discontinued Operations | ||
In accordance with ASC 205-20 and ASU 2014-08, Presentation of Financial Statements - Discontinued Operations, the Company reported the results of its former subsidiary, Eaton Scientific Solutions, Ltd. (“Eaton Sub”), as a discontinued operation in the Company’s annual financial statements for the year ended January 31, 2014. The application of ASC 205-20 and the adoption of ASU 2014-08 are discussed therein. | ||
Comprehensive Loss | ||
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at January 31, 2015, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. | ||
Recently Adopted Accounting Standards: | ||
The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the US Securities and Exchange Commission (“SEC”), and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company. The Company has recently adopted the following new accounting standards: | ||
Adopted: | ||
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 adoption of this update did not have a material impact 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. The adoption of this update did not have a material impact on its consolidated financial statements. | ||
In July 2013, the FASB issued ASU No 2013-11, Presentation of an Unrecognized Tax Benefit When Net Operating Loss Carryforward Exists. The objective of ASU 2013-11 is to reduce diversity in practice by providing guidance on the presentation of unrecognized tax benefits, and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, and interim reporting periods therein. Early adoption is permitted. The adoption of this update did not have a material impact on its consolidated financial statements. | ||
In June 2014, the FASB issued ASU No, 2014-10, Elimination of Certain Financial Reporting Requirements for Development Stage Entities. The objective of ASU 2014-10 is to reduce the cost and complexity associated with the incremental reporting requirements for development stage entities. This Update removes all incremental financial reporting requirements, and eliminates an exception provided to development stage entities in Topic 810. The amendments in this standard are effective retrospectively for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. | ||
Not Yet Adopted: | ||
In April 2014, the FASB issued ASU No. 2014-08 Presentation of Financial Statements (Top 205): Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity. The objective of ASU No. 2014-08 is to clarify the criteria for determining which disposals can be presented as discontinued operations and also modifies related disclosure requirements. The standard is required to be adopted by public business entities in annual periods beginning on or after December 15, 2014, and interim periods within those annual periods. Early adoption is permitted for new disposals beginning in the first quarter of 2014, provided financial statements have not been issued before the release of this standard. The Company is evaluating the effect, if any, adoption of ASU No. 2014-08 will have on its consolidated financial statements. | ||
In August 2014, the FASB issued ASU No 2014-15 Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The objective of ASU 2014-15 is to provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is evaluating the effect, if any, adoption of ASU No. 2014-15 will have on its consolidated financial statements. | ||
In November 2014, the FASB issued ASU No. 2014-17 Business Combinations (Topic 805): Pushdown Accounting. The objective of ASU 2014-17 is to provide guidance on whether and at what threshold an acquired entity that is a business or nonprofit activity can apply pushdown accounting in its separate financial statements. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. The Company is evaluating the effect, if any, adoption of ASU No. 2014-17 will have on its consolidated financial statements. | ||
In January 2015, the FASB issued ASU 2015-01 Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. This Update eliminates from GAAP the concept of extraordinary items. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The effective date is the same for both public business entities and all other entities. The Company is evaluating the effect, if any, adoption of ASU No. 2015-01 will have on its consolidated financial statements. | ||
Recently Issued Accounting Standards Updates: | ||
There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows. | ||
Notes_and_Loans_Payable
Notes and Loans Payable | 12 Months Ended |
Jan. 31, 2015 | |
Notes | |
Notes and Loans Payable | NOTE 3: NOTES 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 and accrued interest was subsequently purchased and assigned to another non-related party as part of a Convertible Note Assignment and Purchase Agreement (the “Assignment”) dated August 18, 2013. The Convertible Note, extended by modification, is payable within two(2) years, or by January 7, 2017, accrues interest at a rate of 6% per annum, and is convertible into the Company’s common stock at a rate of $0.003 per share. In accordance with certain Assignment of Debt agreements dated between April 16, 2014 and October 6, 2014, total principal in the amount of $13,650 was assigned to five non-related parties (the “Assignees”), transferring all the rights of the original Convertible Note. As a result, the principal balance of the Convertible Note was reduced to $236,350. Interest in the amount of $30,499 and $15,986 has been accrued as of January 31, 2015 and 2014, respectively, and is included as an accrued expense on the accompanying balance sheets. | |
On April 29, 2014, the Company received notice from two Assignees to convert 100% of the $6,450 note into the Company’s common stock at the conversion rate of $0.003 per share. As a result, 2,150,000 unrestricted shares of the Company’s common stock were issued to the Assignees. | |
On June 27, 2014, the Company received notice from an Assignee to convert 100% of the Assignee’s $3,000 note into the Company’s common stock at the conversion rate of $0.003 per share. As a result, 1,000,000 unrestricted shares of the Company’s common stock were issued to the Assignee. | |
On September 11, 2014, the Company received notice from an Assignee to convert 100% of the Assignee’s $1,200 note into the Company’s common stock at the conversion rate of $0.003 per share. As a result, 400,000 unrestricted shares of the Company’s common stock were issued to the Assignee. | |
On October 6, 2014, the Company received notice from an Assignee to convert 100% of the Assignee’s $3,000 note into the Company’s common stock at the conversion rate of $0.003 per share. As a result, 1,000,000 unrestricted shares of the Company’s common stock were issued to the Assignee. | |
As of January 31, 2015 and 2014, respectively, the Company has accrued $30,499 and $15,986 in interest on notes and loans payable. | |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | ||||||
Jan. 31, 2015 | |||||||
Notes | |||||||
Related Party Transactions | NOTE 4: Related Party Transactions | ||||||
As of January 31, 2015, and 2014, respectively, related parties are due a total of $244,295 and 97,241, which is comprised of $186,045 and $38,991, respectively, in cash loans to the Company, and $58,250 and $58,250, respectively, in accrued compensation. | |||||||
Related party transactions consist of the following: | |||||||
31-Jan-15 | 31-Jan-14 | ||||||
Related party payable-compensation | $ | 58,250 | $ | 58,250 | |||
Notes payable for loans to the Company | 22,000 | 22,000 | |||||
Convertible notes payable for loans to the Company | 164,045 | 16,991 | |||||
Total related party loans | 186,045 | 38,991 | |||||
Total related party transactions | $ | 244,295 | $ | 97,241 | |||
On November 15, 2013, the Company entered into an Employment Agreement with Mr. Michael J. Borkowski (the “2013 Employment Agreement”) to serve as the Company’s President, CEO, and Director. The Employment Agreement, which replaces a 2012 Employment Agreement, is for a term of one (1) year, and includes compensation in the amount of $18,000 per year, compensation for certain travel expenses, and grants to purchase 400,000 shares of the Company’s common stock at par, which vest periodically beginning February 15, 2014, at 100,000 shares per vesting period through November 15, 2014 (the “2013 Stock Award”). In connection with the Stock Award, $640,000 has been recorded as deferred compensation, which has been fully expensed in the current year. The 2013 Employment Agreement expired on November 15, 2014. | |||||||
On November 15, 2014, the Company entered into a new Employment Agreement with Mr. Borkowski (the “2014 Employment Agreement”). The Employment Agreement is for a term of one (1) year, and includes compensation in the amount of $18,000 per year, compensation for certain travel expenses, and grants to purchase 1,000,000 shares of the Company’s common stock at par, which vest periodically beginning November 15, 2014, at 250,000 shares per vesting period through November 15, 2015 (the “2014 Stock Award”). In connection with the 2014 Stock Award, $400,000 has been recorded as deferred compensation, , of which $100,000 has been expensed in the current year. There remains $300,000 in deferred compensation to be amortized over the next 10 months. | |||||||
As of January 31, 2015 and 2014, $750 has been recorded as prepaid related party compensation under the 2013 Employment Agreement, and $59,000 has been recorded as unpaid compensation under the 2012 Employment Agreement. | |||||||
On November 4, 2013, the Company issued a Promissory Note (the “Note”) in the amount of $22,000 to Eco Science Solutions International, Inc., a company controlled by Domenic Marciano, the Company’s chairman, for cash loans made to the Company. The Note bears interest at a rate of 5% per annum and is due within ninety (90) days of written demand. As of January 31, 2015, the Note remains unpaid, and no demand has been made. Interest in the amount of $1,365 and $265 has been accrued as of January 31, 2015 and 2014, respectively, and is included as an accrued expense on the accompanying balance sheets. | |||||||
On January 31, 2014, the Company issued a Convertible Promissory Note (the “Convertible Note”) in the amount of $16,991 to Eco Science Solutions International, Inc., for cash loans made to the Company. Modifications to the Convertible Note have been made through January 31, 2015, to increase the principal by $147,054, representing additional cash loans made to the Company for overhead advances. The Convertible Note bears interest at a rate of 5% per annum, matures in one (1) year, or January 31, 2016, and is convertible into the Company’s common stock at a rate equal to the fair market value on the date of conversion. As of January 31, 2015, the Note remains unpaid, and no demand has been made. Interest in the amount of $2,941 and $0 has been accrued as of January 31, 2015 and 2014, respectively, and is included as an accrued expense on the accompanying balance sheets. | |||||||
On April 9, 2014, in connection with the conversion of certain preferred stock, Domenic Marciano, the Company’s chairman, was issued 19,866,668 of the Company’s common stock (Note 6). | |||||||
As of January 31, 2015 and 2014, respectively, the Company has accrued $4,306 and $265 in interest on related party loans. | |||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 31, 2015 | |
Notes | |
Commitments and Contingencies | NOTE 5: COMMITMENTS AND CONTINGENCIES |
On December 4, 2013, the Company (the “Company,” the “Licensee”) executed an Agreement of the License of Intellectual Property (“License Agreement”) dated November 4, 2013 with Eco Science Solutions International, Inc., a Canadian corporation (“Licensor”), for the license of certain US and Canadian Patent Pending Applications in perpetuity. In connection with the terms and conditions of the License Agreement, the Company will pay Licensor a royalty equal to three percent (3%) of Gross Revenues (the “Gross Revenues”) earned in connection with the Patent License, payable on a quarterly basis. As of January 31, 2015, no Gross Revenues have been earned. | |
Preferred_Stock
Preferred Stock | 12 Months Ended |
Jan. 31, 2015 | |
Notes | |
Preferred Stock | NOTE 6: PREFERRED STOCK |
The total number of authorized shares of preferred stock that may be issued by the Company is 50,000,000 shares with a par value of $0.001. | |
On December 4, 2013, in connection with the Agreement of the License of Intellectual Property dated November, 4, 3013, the Company issued 2,500,000 shares of Series “A” Convertible Preferred Stock to Eco Science Solutions International, Inc., a company controlled by Domenic Marciano, the Company’s chairman, valued at $5,265,000. As a result, $5,262,500 was recorded as preferred additional paid in capital. The Preferred Stock is convertible into the Company’s common stock at a rate of 10 shares of common stock for each share of Preferred Stock. | |
On April 4, 2014, the Company received notice from Eco Science Solutions International, Inc. to convert 100% of the Series “A” preferred shares into restricted common shares on a 10 for 1 basis. As a result, on April 9, 2014, 25,000,000 shares of the Company’s restricted common stock were issued, and preferred additional paid in capital was reduced by -$5,262,500. | |
As of January 31, 2015 and 2014, no shares and 2,500,000 shares of the Company’s preferred stock were issued and outstanding. | |
Common_Stock
Common Stock | 12 Months Ended |
Jan. 31, 2015 | |
Notes | |
Common Stock | NOTE 7: COMMON STOCK |
The following reflects the common stock transactions as adjusted for the change in par value, and the effects of the 1000-to-1 reverse stock-split that occurred on February 14, 2014. | |
The total number of authorized shares of common stock that may be issued by the Company is 650,000,000 shares with a par value of $0.10. | |
On February 14, 2014, the Company effected a 1000-to-1 reverse stock split. As a result, the total shares of common stock issued and outstanding was reduced to 443,001 common shares with a par value of $0.10. | |
On February 15, 2014, in accordance with his 2013 Employment Agreement, the Company issued 100,000 shares of restricted common stock, valued at $160,000, to its President for cash in the amount of $100. As a result, deferred compensation was reduced by -$160,000, and additional paid in capital was reduced by -$9,900. | |
On March 15, 2014, in accordance with his 2013 Employment Agreement, the Company issued 100,000 shares of restricted common stock, valued at $160,000, to its President for cash in the amount of $100. As a result, deferred compensation was reduced by -$160,000, and additional paid in capital was reduced by -$9,900. | |
On April 4, 2014, the Company received notice from Eco Science Solutions International, Inc. to convert 100% of the Series “A” preferred shares into restricted common shares on a 10 for 1 basis. As a result, on April 9, 2014, 25,000,000 shares of the Company’s restricted common stock was issued, and $2,765,000 was recorded as additional paid in capital. | |
On April 29, 2014, the Company received notice from two holders of a Convertible Note Payable to convert 100% of principal in the amount of $6,450 into the Company’s common stock at the conversion rate of $0.003 per share. As a result, 2,150,000 unrestricted shares of the Company’s common stock, with a par value of $215,000, were issued to the note holder, and additional paid in capital was reduced by -$208,550. | |
On June 27, 2014, the Company received notice from the holder of a $3,000 Convertible Note Payable to convert 100% of principal into the Company’s common stock at the conversion rate of $0.003 per share. As a result, 1,000,000 unrestricted shares of the Company’s common stock, with a par value of $100,000, were issued to the note holder, and additional paid in capital was reduced by -$97,000. | |
On July 15, 2014, in accordance with his 2013 Employment Agreement, the Company issued 100,000 shares of restricted common stock, valued at $160,000, to its President for cash in the amount of $100. As a result, deferred compensation was reduced by -$160,000, and additional paid in capital was reduced by -$9,900. | |
On September 11, 2014, the Company received notice from the holder of a $1,200 Convertible Note Payable to convert 100% of principal into the Company’s common stock at the conversion rate of $0.003 per share. As a result, 400,000 unrestricted shares of the Company’s common stock, with a par value of $40,000, were issued to the note holder, and additional paid in capital was reduced by -$38,800. | |
On October 6, 2014, the Company received notice from the holder of a $3,000 Convertible Note Payable to convert 100% of principal into the Company’s common stock at the conversion rate of $0.003 per share. As a result1,000,000 unrestricted shares of the Company’s common stock, with a par value of $100,000, were issued to the note holder, and additional paid in capital was reduced by -$97,000. | |
On November 15, 2014, in accordance with his 2013 Employment Agreement, the Company issued 100,000 shares of restricted common stock, valued at $160,000, to its President for cash in the amount of $100. As a result, deferred compensation was reduced by -$160,000, and additional paid in capital was reduced by -$9,900. | |
On November 15, 2014, in accordance with his 2014 Employment Agreement, the Company issued 250,000 shares of restricted common stock, valued at -$100,000, to its President for cash in the amount of $250. As a result, additional paid in capital was reduced by -$24,750. | |
During the years ended January 31, 2015 and 2014, respectively, a total of $945,000 and $2,084,167 in deferred compensation has been expensed. There remains $453,750 and $358,750, respectively, in deferred compensation as of January 31, 2015 and 2014, to be expensed over the next 10 months. | |
As of January 31, 2015 and 2014, respectively, 30,643,001 and 443,001 shares of the Company’s common stock were issued and outstanding. | |
Warrants_and_Options
Warrants and Options | 12 Months Ended | ||||||||||
Jan. 31, 2015 | |||||||||||
Notes | |||||||||||
Warrants and Options | NOTE 8: WARRANTS AND OPTIONS | ||||||||||
The following table represents the number of options currently granted under the 2012 Employee Stock Option Plan: | |||||||||||
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 | 2.75 | $ | 500,000 | $0.10 | ||||||
$0.25 | 1,500,000 | 2.75 | 375,000 | $0.25 | |||||||
6,500,000 | $ | 875,000 | $0.20 | ||||||||
Options Activity | Weighted | ||||||||||
Number | Average | ||||||||||
of Shares | Exercise Price | ||||||||||
Outstanding at January 31, 2014 | 6,500,000 | $0.20 | |||||||||
Issued | –– | –– | |||||||||
Exercised | –– | –– | |||||||||
Expired / Cancelled | –– | –– | |||||||||
Outstanding at January 31, 2015 | 6,500,000 | $0.20 | |||||||||
The change in control of the Company that took place on November 26, 2013, triggered the accelerated vesting of the 5,000,000 Executive options, which became fully exercisable. As a result, 100% of the deferred compensation related to the Executive Options in the amount of $1,879,167 has been expensed in the current year. | |||||||||||
As of January 31, 2015 and 2014, the Company has granted a total of 6,500,000 options to purchase common stock shares. In connection with the options granted, a total of $2,665,000 has been recorded as deferred compensation, of which $153,750 and $2,084,617 has been expensed during the years ended January 31, 2015 and 2014, respectively. There remains $205,000 and $358,750 of deferred compensation as of January 31, 2015 and 2014, respectively. | |||||||||||
Restricted_Stock_Awards
Restricted Stock Awards | 12 Months Ended | ||||
Jan. 31, 2015 | |||||
Notes | |||||
Restricted Stock Awards | NOTE 9: RESTRICTED STOCK AWARDS | ||||
On February 15, 2014, in connection with a certain Employment Agreement dated November 15, 2013, its President was awarded the right to purchase 400,000 shares of the Company’s restricted common stock (the “Restricted Stock Units”, “RSUs”) at a per share price of $0.001 (the “2013 Stock Award”). The 2013 Stock Award, valued at $640,000, vested periodically over the period beginning February 15, 2014 through November 15, 2014, at 100,000 RSUs per vesting period. During the year ended January 31, 2015, the Company recorded deferred compensation in the amount of $640,000, which has been fully expensed in the current year for the 400,000 RSUs vested through January 31, 2015. | |||||
On November 15, 2014, in connection with a certain Employment Agreement dated November 15, 2014, its President was awarded the right to purchase 1,000,000 shares of the Company’s restricted common stock at a per share price of $0.001 (the “2014 Stock Award”). The 2014 Stock Award, valued at $400,000, vests periodically over the period beginning November 15, 2014 through November 15, 2015, at 250,000 RSUs per vesting period. During the year ended January 31, 2015, the Company recorded deferred compensation in the amount of $400,000, of which $100,000 has been expensed in the current year for the 250,000 RSUs vested through November 31, 2014. There remains $300,000 in deferred compensation to be amortized over the next 10 months. | |||||
Restricted Stock Units Activity | Weighted | ||||
Number | Average | ||||
of RSUs | Exercise Price | ||||
Outstanding at January 31, 2014 | –– | –– | |||
Awarded | 1,400,000 | $0.00 | |||
Exercised / Vested | (650,000 | ) | $0.00 | ||
Expired / Cancelled | –– | –– | |||
Outstanding at January 31, 2015 | 750,000 | $0.00 | |||
As of January 31, 2015, the Company has awarded a total of 1,400,000 Restricted Stock Units. In connection with the Stock Awards, a total of $1,040,000 has been recorded as deferred compensation, of which $740,000 has been expensed during the year ended January 31, 2015. There remains $300,000 in deferred compensation as of January 31, 2015, to be amortized over the next 10 months. | |||||
Discontinued_Operations
Discontinued Operations | 12 Months Ended | ||||||
Jan. 31, 2015 | |||||||
Notes | |||||||
Discontinued Operations | NOTE 10: DISCONTINUED OPERATIONS | ||||||
On January 9, 2014, the Company completed the spin-off of its subsidiary, Eaton Scientific Systems, Ltd (the “Eaton Sub”). | |||||||
As consideration for the sale of the Eaton Sub, the Company’s shareholders of record on November 25, 2013, received shares in the Eaton Sub on a one-for-one basis at the completion of the spin off. | |||||||
As a result of the spin off, the net assets of the Eaton Sub were written off during the year ended January 31, 2014. The results of operations for the year ended January 31, 2014, reflect activity of the Eaton Sub up to the finalization of the spin-off on January 9, 2014 [1]. | |||||||
A summary of the results of the discontinued operations of the Eaton Sub is as follows: | |||||||
8-Dec-09 | |||||||
For the year ended | (inception) to | ||||||
January 31, 2014 [1] | January 9, 2014 [1] | ||||||
Revenue | $ | –– | $ | –– | |||
Cost of revenues | –– | –– | |||||
Gross profit | –– | –– | |||||
General and administrative expenses | 321,998 | 618,937 | |||||
Net operating loss | (321,998 | ) | (618,937 | ) | |||
Interest expense | (22,959 | ) | (37,374 | ) | |||
Impairment loss | (34,433 | ) | (34,433 | ) | |||
Depreciation and amortization | (5,115 | ) | (7,640 | ) | |||
Net loss from discontinued operations | $ | (384,505 | ) | $ | (698,384 | ) | |
A summary of the assets and liabilities of the discontinued operations of the Eaton Sub is as follows: | |||||||
9-Jan-14 | |||||||
Property and equipment, net | $ | 10,782 | |||||
Intangible assets, net | 4,231 | ||||||
Total assets of discontinued operations | $ | 15,013 | |||||
Cash deficit | $ | 1,393 | |||||
Accounts payable and accrued expenses | 97,877 | ||||||
Short term debt | 194,491 | ||||||
Related party payable | (467 | ) | |||||
Notes payable | 273,000 | ||||||
Notes payable-convertible | 42,270 | ||||||
Total liabilities of discontinued operations | 608,564 | ||||||
Net assets of discontinued operations | $ | (593,551 | ) | ||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||
Jan. 31, 2015 | |||||||
Notes | |||||||
Income Taxes | NOTE 11: INCOME TAXES | ||||||
The components of the net change in deferred tax asset at January 31, 2015 and 2014, the statutory tax rate, the effective tax rate and the amount of the valuation allowance are indicated below: | |||||||
31-Jan-15 | 31-Jan-14 | ||||||
Income (loss) before taxes: | |||||||
Continuing operations | $ | (1,090,336 | ) | $ | (7,452,402 | ) | |
Discontinued operations | –– | 209,046 | |||||
Total income (loss) before taxes | (1,090,336 | ) | (7,243,356 | ) | |||
Statutory rate | 34% | 34% | |||||
Computed expected tax payable (recovery) | $ | (370,600 | ) | $ | (2,462,800 | ) | |
Non-deductible expenses | –– | 1,200 | |||||
Change in valuation allowance | 370,600 | 2,451,600 | |||||
Reported income taxes | $ | –– | $ | –– | |||
The significant components of the cumulative deferred income tax assets and liabilities at January 31, 2015 and 2014, are as follows: | |||||||
31-Jan-15 | 31-Jan-14 | ||||||
Deferred tax assets: | |||||||
Continuing operations: | |||||||
Net operating loss carry forward | $ | 2,990,600 | $ | 2,620,000 | |||
Less valuation allowance | (2,990,600 | ) | (2,620,000 | ) | |||
Net deferred tax asset - continuing operations | $ | –– | $ | –– | |||
Discontinued operations: | |||||||
Net operating loss carry forward | $ | 61,900 | $ | 61,900 | |||
Less valuation allowance | (61,900 | ) | (61,900 | ) | |||
Net deferred tax asset - discontinued operations | $ | –– | $ | –– | |||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Jan. 31, 2015 | |
Notes | |
Subsequent Events | NOTE 12: SUBSEQUENT EVENTS |
On March 15, 2015, in accordance with his Employment Agreement, the Company issued 250,000 shares of restricted common stock, valued at $100,000, to its President for cash in the amount of $250. As a result, additional paid in capital was reduced by $24,750. | |
Nature_of_Business_and_Continu1
Nature of Business and Continuance of Operations (Policies) | 12 Months Ended |
Jan. 31, 2015 | |
Policies | |
Going Concern | Going Concern |
These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As at January 31, 2015, the Company had a working capital deficit from continuing operations of $274,099, and an accumulated deficit of $8,982,877. 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) | 12 Months Ended | |
Jan. 31, 2015 | ||
Policies | ||
Basis of Presentation | Basis of Presentation | |
These consolidated financial statements and related notes are prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. The Company’s fiscal year end is January 31. | ||
Use of Estimates, Policy | Use of Estimates | |
The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | ||
Cash and Cash Equivalents, Policy | Cash and Cash Equivalents | |
The Company considers all highly liquid instruments with maturity of three months or less at the time of purchase to be cash equivalents. As of January 31, 2015 and 2014, respectively, the Company had no cash equivalents. | ||
Intangible Assets | Intangible Assets | |
Intangible assets consist of licensing and other direct costs incurred in connection with the license rights of pending patents, and are capitalized and amortized over the shorter of the economic or legal life of the patent. During the year ended January 31, 2015 and 2014, respectively, $0 and $5,265,000 were capitalized to patent costs. | ||
Impairment of Long-lived Assets | Impairment of Long-Lived Assets | |
The Company’s long-lived assets, including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. | ||
Due to the Company’s recurring losses, the costs related to its patents were evaluated for impairment and it was determined that there were no sufficient estimated future cash flows for the recoverability of the asset. As a result, an impairment loss of $5,265,000 was recorded for the year ended January 31, 2014. | ||
Financial Instruments | Fair Value Measurements | |
Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value: | ||
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 January 31, 2015, no revenue has been recognized, as the Company has not commenced operations. | ||
Stock-based Compensation | Stock-Based Compensation | |
The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. | ||
Basic and Diluted Net Income (loss) Per Share | Basic and Diluted Net Income (Loss) Per Share | |
The Company computes net income (loss) per share in accordance with ASC 260, Earning per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. | ||
Discontinued Operations | Discontinued Operations | |
In accordance with ASC 205-20 and ASU 2014-08, Presentation of Financial Statements - Discontinued Operations, the Company reported the results of its former subsidiary, Eaton Scientific Solutions, Ltd. (“Eaton Sub”), as a discontinued operation in the Company’s annual financial statements for the year ended January 31, 2014. The application of ASC 205-20 and the adoption of ASU 2014-08 are discussed therein. | ||
Comprehensive Loss | Comprehensive Loss | |
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at January 31, 2015, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. | ||
Recent Accounting Pronouncements | Recently Adopted Accounting Standards: | |
The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the US Securities and Exchange Commission (“SEC”), and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company. The Company has recently adopted the following new accounting standards: | ||
Adopted: | ||
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 adoption of this update did not have a material impact 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. The adoption of this update did not have a material impact on its consolidated financial statements. | ||
In July 2013, the FASB issued ASU No 2013-11, Presentation of an Unrecognized Tax Benefit When Net Operating Loss Carryforward Exists. The objective of ASU 2013-11 is to reduce diversity in practice by providing guidance on the presentation of unrecognized tax benefits, and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, and interim reporting periods therein. Early adoption is permitted. The adoption of this update did not have a material impact on its consolidated financial statements. | ||
In June 2014, the FASB issued ASU No, 2014-10, Elimination of Certain Financial Reporting Requirements for Development Stage Entities. The objective of ASU 2014-10 is to reduce the cost and complexity associated with the incremental reporting requirements for development stage entities. This Update removes all incremental financial reporting requirements, and eliminates an exception provided to development stage entities in Topic 810. The amendments in this standard are effective retrospectively for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. | ||
Not Yet Adopted: | ||
In April 2014, the FASB issued ASU No. 2014-08 Presentation of Financial Statements (Top 205): Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity. The objective of ASU No. 2014-08 is to clarify the criteria for determining which disposals can be presented as discontinued operations and also modifies related disclosure requirements. The standard is required to be adopted by public business entities in annual periods beginning on or after December 15, 2014, and interim periods within those annual periods. Early adoption is permitted for new disposals beginning in the first quarter of 2014, provided financial statements have not been issued before the release of this standard. The Company is evaluating the effect, if any, adoption of ASU No. 2014-08 will have on its consolidated financial statements. | ||
In August 2014, the FASB issued ASU No 2014-15 Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The objective of ASU 2014-15 is to provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is evaluating the effect, if any, adoption of ASU No. 2014-15 will have on its consolidated financial statements. | ||
In November 2014, the FASB issued ASU No. 2014-17 Business Combinations (Topic 805): Pushdown Accounting. The objective of ASU 2014-17 is to provide guidance on whether and at what threshold an acquired entity that is a business or nonprofit activity can apply pushdown accounting in its separate financial statements. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. The Company is evaluating the effect, if any, adoption of ASU No. 2014-17 will have on its consolidated financial statements. | ||
In January 2015, the FASB issued ASU 2015-01 Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. This Update eliminates from GAAP the concept of extraordinary items. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The effective date is the same for both public business entities and all other entities. The Company is evaluating the effect, if any, adoption of ASU No. 2015-01 will have on its consolidated financial statements. | ||
Recently Issued Accounting Standards Updates: | ||
There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows. | ||
Related_Party_Transactions_Sch
Related Party Transactions: Schedule of Related Party Transactions (Tables) | 12 Months Ended | ||||||
Jan. 31, 2015 | |||||||
Tables/Schedules | |||||||
Schedule of Related Party Transactions | Related party transactions consist of the following: | ||||||
31-Jan-15 | 31-Jan-14 | ||||||
Related party payable-compensation | $ | 58,250 | $ | 58,250 | |||
Notes payable for loans to the Company | 22,000 | 22,000 | |||||
Convertible notes payable for loans to the Company | 164,045 | 16,991 | |||||
Total related party loans | 186,045 | 38,991 | |||||
Total related party transactions | $ | 244,295 | $ | 97,241 | |||
Warrants_and_Options_Schedule_
Warrants and Options: Schedule of Options Outstanding (Tables) | 12 Months Ended | ||||||||||
Jan. 31, 2015 | |||||||||||
Tables/Schedules | |||||||||||
Schedule of Options Outstanding | Options Outstanding | ||||||||||
Remaining | Exercise Price | Weighted | |||||||||
Number of | Contractual Life | times Number | Average | ||||||||
Exercise Price | Shares | (in years) | of Shares | Exercise Price | |||||||
$0.10 | 5,000,000 | 2.75 | $ | 500,000 | $0.10 | ||||||
$0.25 | 1,500,000 | 2.75 | 375,000 | $0.25 | |||||||
6,500,000 | $ | 875,000 | $0.20 | ||||||||
Warrants_and_Options_Schedule_1
Warrants and Options: Schedule of Options Activity (Tables) | 12 Months Ended | ||||
Jan. 31, 2015 | |||||
Tables/Schedules | |||||
Schedule of Options Activity | Options Activity | Weighted | |||
Number | Average | ||||
of Shares | Exercise Price | ||||
Outstanding at January 31, 2014 | 6,500,000 | $0.20 | |||
Issued | –– | –– | |||
Exercised | –– | –– | |||
Expired / Cancelled | –– | –– | |||
Outstanding at January 31, 2015 | 6,500,000 | $0.20 | |||
Restricted_Stock_Awards_Schedu
Restricted Stock Awards: Schedule of RSU Activity (Tables) | 12 Months Ended | ||||
Jan. 31, 2015 | |||||
Tables/Schedules | |||||
Schedule of RSU Activity | Restricted Stock Units Activity | Weighted | |||
Number | Average | ||||
of RSUs | Exercise Price | ||||
Outstanding at January 31, 2014 | –– | –– | |||
Awarded | 1,400,000 | $0.00 | |||
Exercised / Vested | (650,000 | ) | $0.00 | ||
Expired / Cancelled | –– | –– | |||
Outstanding at January 31, 2015 | 750,000 | $0.00 | |||
Discontinued_Operations_Eaton_
Discontinued Operations: Eaton Sub (Tables) | 12 Months Ended | ||||||
Jan. 31, 2015 | |||||||
Tables/Schedules | |||||||
Eaton Sub | A summary of the results of the discontinued operations of the Eaton Sub is as follows: | ||||||
8-Dec-09 | |||||||
For the year ended | (inception) to | ||||||
January 31, 2014 [1] | January 9, 2014 [1] | ||||||
Revenue | $ | –– | $ | –– | |||
Cost of revenues | –– | –– | |||||
Gross profit | –– | –– | |||||
General and administrative expenses | 321,998 | 618,937 | |||||
Net operating loss | (321,998 | ) | (618,937 | ) | |||
Interest expense | (22,959 | ) | (37,374 | ) | |||
Impairment loss | (34,433 | ) | (34,433 | ) | |||
Depreciation and amortization | (5,115 | ) | (7,640 | ) | |||
Net loss from discontinued operations | $ | (384,505 | ) | $ | (698,384 | ) | |
A summary of the assets and liabilities of the discontinued operations of the Eaton Sub is as follows: | |||||||
9-Jan-14 | |||||||
Property and equipment, net | $ | 10,782 | |||||
Intangible assets, net | 4,231 | ||||||
Total assets of discontinued operations | $ | 15,013 | |||||
Cash deficit | $ | 1,393 | |||||
Accounts payable and accrued expenses | 97,877 | ||||||
Short term debt | 194,491 | ||||||
Related party payable | (467 | ) | |||||
Notes payable | 273,000 | ||||||
Notes payable-convertible | 42,270 | ||||||
Total liabilities of discontinued operations | 608,564 | ||||||
Net assets of discontinued operations | $ | (593,551 | ) | ||||
Income_Taxes_Schedule_of_Effec
Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended | ||||||
Jan. 31, 2015 | |||||||
Tables/Schedules | |||||||
Schedule of Effective Income Tax Rate Reconciliation | |||||||
31-Jan-15 | 31-Jan-14 | ||||||
Income (loss) before taxes: | |||||||
Continuing operations | $ | (1,090,336 | ) | $ | (7,452,402 | ) | |
Discontinued operations | –– | 209,046 | |||||
Total income (loss) before taxes | (1,090,336 | ) | (7,243,356 | ) | |||
Statutory rate | 34% | 34% | |||||
Computed expected tax payable (recovery) | $ | (370,600 | ) | $ | (2,462,800 | ) | |
Non-deductible expenses | –– | 1,200 | |||||
Change in valuation allowance | 370,600 | 2,451,600 | |||||
Reported income taxes | $ | –– | $ | –– | |||
Income_Taxes_Schedule_of_Compo
Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Tables) | 12 Months Ended | ||||||
Jan. 31, 2015 | |||||||
Tables/Schedules | |||||||
Schedule of Components of Income Tax Expense (Benefit) | 31-Jan-15 | 31-Jan-14 | |||||
Deferred tax assets: | |||||||
Continuing operations: | |||||||
Net operating loss carry forward | $ | 2,990,600 | $ | 2,620,000 | |||
Less valuation allowance | (2,990,600 | ) | (2,620,000 | ) | |||
Net deferred tax asset - continuing operations | $ | –– | $ | –– | |||
Discontinued operations: | |||||||
Net operating loss carry forward | $ | 61,900 | $ | 61,900 | |||
Less valuation allowance | (61,900 | ) | (61,900 | ) | |||
Net deferred tax asset - discontinued operations | $ | –– | $ | –– | |||
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: Change In Control (Details) (USD $) | 12 Months Ended |
Jan. 31, 2014 | |
Details | |
Stock Purchase Agreement, Date | 26-Nov-13 |
Stock Purchase Agreement, Common Stock, Number of Shares | 227,370,000 |
Stock Purchase Agreement, Common Stock, Price Per Share | $0.00 |
Stock Purchase Agreement, Common Stock, Percentage | 51.30% |
Stock Purchase Agreement, Common Stock, Proceeds | $22,737 |
Stock Purchase Agreement, Other Terms | “Spin-out” to its Shareholders, one hundred percent (100%) of the issued and outstanding shares of Eaton Scientific Systems Ltd |
Stock Purchase Agreement, Spin Off Date | 9-Jan-14 |
Nature_of_Business_and_Continu4
Nature of Business and Continuance of Operations: License of Intellectual Property (Details) (Eco Science Solutions International, Inc.) | 12 Months Ended |
Jan. 31, 2015 | |
Eco Science Solutions International, Inc. | |
License Agreement, Date | 4-Nov-13 |
License Agreement, Patent | EcoFlora Spark Plug |
License Agreement, Preferred Shares Issued | 2,500,000 |
License Agreement, Term | in perpetuity |
License Agreement, Conversion Feature, Common Shares | 10 |
Nature_of_Business_and_Continu5
Nature of Business and Continuance of Operations: Reverse Stock Split (Details) (USD $) | 12 Months Ended |
Jan. 31, 2015 | |
Details | |
Stock Split, Date | 14-Feb-14 |
Stock Split, Ratio | 1000-to-1 |
Stock Split, Adjusted Common Shares | 443,001 |
Stock Split, Adjusted Par Value | $0.10 |
Nature_of_Business_and_Continu6
Nature of Business and Continuance of Operations: Conversion of Preferred Shares (Details) (Eco Science Solutions International, Inc.) | 12 Months Ended |
Jan. 31, 2014 | |
Eco Science Solutions International, Inc. | |
Conversion of Preferred Stock, Date of Notice | 4-Apr-14 |
Conversion of Preferred Stock, Terms of Conversion | 10 for 1 basis |
Conversion of Preferred Stock, Common Shares Issued, Date | 9-Apr-14 |
Conversion of Preferred Stock, Common Shares Issued | 25,000,000 |
Conversion of Preferred Stock, Common Shares Issued, Related Party | 19,866,668 |
Conversion of Preferred Stock, Related Party | Domenic Marciano |
Conversion of Preferred Stock, Common Shares Issued, Non-Related Party | 5,133,332 |
Conversion of Preferred Stock, Total Shares Held, Related Party | 20,094,038 |
Conversion of Preferred Stock, Total Shares Held, Related Party, Percentage (fully diluted) | 62.13% |
Nature_of_Business_and_Continu7
Nature of Business and Continuance of Operations: Going Concern (Details) (USD $) | Jan. 31, 2015 |
Details | |
Working Capital Deficit | $274,099 |
Deficit Accumulated During Development Stage | $8,982,877 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies: Intangible Assets (Details) (USD $) | 12 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Details | ||
Intangible Assets, Additions During Period | $0 | $5,265,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies: Impairment of Long-lived Assets (Details) (USD $) | 12 Months Ended |
Jan. 31, 2014 | |
Details | |
Impairment Loss on Patent | $5,265,000 |
Notes_and_Loans_Payable_Conver
Notes and Loans Payable: Convertible Notes Payable (Details) (USD $) | 12 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Convertible Promissory Note, Principal After Assignment | $236,350 | $250,000 |
Convertible Promissory Note, Accrued Interest | 30,499 | 15,986 |
Convertible Debt | ||
Convertible Promissory Note, Date Issued | 7-Jan-13 | |
Convertible Promissory Note, Principal, Before Assignments | 250,000 | |
Convertible Promissory Note, Term (in years) | 2 | |
Convertible Promissory Note, Maturity Date | 7-Jan-17 | |
Convertible Promissory Note, Interest Rate | 6.00% | |
Convertible Promissory Note, Conversion Rate | $0.00 | |
Convertible Promissory Note, Assignment, Date | 16-Apr-14 | |
Convertible Promissory Note, Assignment, Date | 6-Oct-14 | |
Convertible Promissory Note, Assignment, Principal | 13,650 | |
Convertible Promissory Note, Principal After Assignment | 236,350 | |
Convertible Promissory Note, Accrued Interest | $30,499 | $15,986 |
Notes_and_Loans_Payable_Debt_C
Notes and Loans Payable: Debt Conversions (Details) (USD $) | 12 Months Ended |
Jan. 31, 2015 | |
Assignee I & II | |
Convertible Promissory Note, Conversion, Date | 29-Apr-14 |
Convertible Promissory Note, Conversion, Principal | $6,450 |
Convertible Promissory Note, Conversion, Rate | 0.003 |
Convertible Promissory Note, Conversion, Shares Issued | 2,150,000 |
Assignee III | |
Convertible Promissory Note, Conversion, Date | 27-Jun-14 |
Convertible Promissory Note, Conversion, Principal | 3,000 |
Convertible Promissory Note, Conversion, Rate | 0.003 |
Convertible Promissory Note, Conversion, Shares Issued | 1,000,000 |
Assignee IV | |
Convertible Promissory Note, Conversion, Date | 11-Sep-14 |
Convertible Promissory Note, Conversion, Principal | 1,200 |
Convertible Promissory Note, Conversion, Rate | 0.003 |
Convertible Promissory Note, Conversion, Shares Issued | 400,000 |
Assignee V | |
Convertible Promissory Note, Conversion, Date | 6-Oct-14 |
Convertible Promissory Note, Conversion, Principal | 3,000 |
Convertible Promissory Note, Conversion, Rate | $0.00 |
Convertible Promissory Note, Conversion, Shares Issued | 1,000,000 |
Notes_and_Loans_Payable_Detail
Notes and Loans Payable (Details) (USD $) | 12 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Details | ||
Convertible Promissory Note, Accrued Interest | $30,499 | $15,986 |
Related_Party_Transactions_Sch1
Related Party Transactions: Schedule of Related Party Transactions (Details) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
Details | ||
Accrued Compensation | $58,250 | $58,250 |
Loans to Company, Notes Payable | 22,000 | 22,000 |
Loans to Company, Notes Payable, Convertible | 164,045 | 16,991 |
Total Related Party Loans | 186,045 | 38,991 |
Total Related Party Transactions | $244,295 | $97,241 |
Related_Party_Transactions_Exe
Related Party Transactions: Executive Employment Agreements (Details) (USD $) | 12 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Michael Borkowski, 2012 Employment Agreement | ||
Related Party Transaction, Description of Transaction | 2012 Employment Agreement | |
Related Party Transaction, Accrued Compensation | $59,000 | $59,000 |
Michael Borkowski, 2013 Employment Agreement | ||
Related Party Transaction, Date | 15-Nov-13 | |
Related Party Transaction, Description of Transaction | 2013 Employment Agreement | |
Related Party Transaction, Term (in years) | 1 | |
Related Party Transaction, Annual Salary | 18,000 | |
Related Party Transaction, Prepaid Compensation | 750 | 750 |
Related Party Transaction, Stock Awards | 400,000 | |
Related Party Transaction, Vesting of Stock Awards, Beginning | 15-Feb-14 | |
Related Party Transaction, Vesting of Stock Awards, Ending | 15-Nov-14 | |
Related Party Transaction, Stock Awards Vested Per Period | 100,000 | |
Related Party Transaction, Stock Awards, Deferred Compensation | 640,000 | |
Related Party Transaction, Stock Awards, Deferred Compensation, Current Period Expense | 640,000 | |
Michael Borkowski, 2014 Employment Agreement | ||
Related Party Transaction, Date | 15-Nov-14 | |
Related Party Transaction, Description of Transaction | 2014 Employment Agreement | |
Related Party Transaction, Term (in years) | 1 | |
Related Party Transaction, Annual Salary | 18,000 | |
Related Party Transaction, Stock Awards | 1,000,000 | |
Related Party Transaction, Vesting of Stock Awards, Beginning | 15-Nov-14 | |
Related Party Transaction, Vesting of Stock Awards, Ending | 15-Nov-15 | |
Related Party Transaction, Stock Awards Vested Per Period | 250,000 | |
Related Party Transaction, Stock Awards, Deferred Compensation | 400,000 | |
Related Party Transaction, Stock Awards, Deferred Compensation, Current Period Expense | 100,000 | |
Related Party Transaction, Stock Awards, Deferred Compensation, Future Expense | $300,000 | |
Related Party Transaction, Stock Awards, Deferred Compensation, Future Months | 10 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Eco Science Solutions Intl Inc. Promissory Note | ||
Related Party Transaction, Date | 4-Nov-13 | |
Related Party Transaction, Promissory Note, Principal | $22,000 | |
Related Party Transaction, Rate | 5.00% | |
Related Party Transaction, Terms and Manner of Settlement | due within ninety (90) days of written demand | |
Related Party Transaction, Accrued Interest | 1,365 | 265 |
Eco Science Solutions Intl Inc. Convertible Promissory Note | ||
Related Party Transaction, Date | 31-Jan-14 | |
Related Party Transaction, Rate | 5.00% | |
Related Party Transaction, Convertible Note, Principal | 16,991 | |
Related Party Transaction, Convertible Note, Increase in Principal | 147,054 | |
Related Party Transaction, Term (in years) | 1 | |
Related Party Transaction, Maturity Date | 31-Jan-16 | |
Related Party Transaction, Convertible Note, Conversion Rate | fair market value | |
Related Party Transaction, Convertible Note, Accrued Interest | $2,941 | $0 |
Domenic Marciano | ||
Related Party Transaction, Stock Issuance, Date Issued | 9-Apr-14 | |
Related Party Transaction, Stock Issuance, Shares Issued | 19,866,668 |
Related_Party_Transactions_Acc
Related Party Transactions: Accrued Interest (Details) (USD $) | 12 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Details | ||
Related Party Transaction, Accrued Interest | $4,306 | $265 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (Eco Science Solutions International, Inc.) | 12 Months Ended |
Jan. 31, 2015 | |
Eco Science Solutions International, Inc. | |
License Agreement, Date of Execution | 4-Dec-13 |
License Agreement, Date | 4-Nov-13 |
License Agreement, Term | in perpetuity |
License Agreement, Royalty Due | 3.00% |
License Agreement, Royalty Base | Gross Revenues |
License Agreement, Royalty Payment Due | quarterly |
License Agreement, Status of Royalties | no Gross Revenues have been earned. |
Preferred_Stock_Authorized_Sha
Preferred Stock: Authorized Shares (Details) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares outstanding | 0 | 2,500,000 |
Preferred Stock | ||
Preferred stock, shares authorized | 50,000,000 | |
Preferred stock, par value | $0.00 | |
Preferred stock, shares outstanding | 2,500,000 |
Preferred_Stock_Details
Preferred Stock (Details) (USD $) | Apr. 09, 2014 | Dec. 04, 2013 |
Preferred Stock, Shares | ||
Issuance of Preferred Stock for Patent License | $2,500,000 | |
Conversion of Preferred Stock to Common Stock | -2,500,000 | |
Preferred Stock | ||
Issuance of Preferred Stock for Patent License | 5,265,000 | |
Conversion of Preferred Stock to Common Stock | -5,265,000 | |
Additional Paid in Capital, Preferred | ||
Issuance of Preferred Stock for Patent License | 5,262,500 | |
Conversion of Preferred Stock to Common Stock | -5,262,500 | |
Common Stock, Shares | ||
Conversion of Preferred Stock to Common Stock | $25,000,000 |
Preferred_Stock_Terms_of_Conve
Preferred Stock: Terms of Conversion (Details) | Jan. 31, 2015 |
Details | |
Convertible Preferred Stock, Shares Issued upon Conversion | 10 |
Common_Stock_Details
Common Stock (Details) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
Details | ||
Common Stock, shares authorized | 650,000,000 | 650,000,000 |
Common Stock, par value | $0.10 | $0.10 |
Common Stock, shares outstanding | 30,643,001 | 443,001 |
Common_Stock_Reverse_Stock_Spl
Common Stock: Reverse Stock Split (Details) (USD $) | 12 Months Ended |
Jan. 31, 2015 | |
Details | |
Stock Split, Date | 14-Feb-14 |
Stock Split, Ratio | 1000-to-1 |
Stock Split, Adjusted Common Shares | 443,001 |
Stock Split, Adjusted Par Value | $0.10 |
Common_Stock_Recent_Activity_D
Common Stock: Recent Activity (Details) (USD $) | Nov. 15, 2014 | Oct. 06, 2014 | Sep. 11, 2014 | Jul. 15, 2014 | Jun. 27, 2014 | Apr. 29, 2014 | Apr. 09, 2014 | Mar. 15, 2014 | Feb. 15, 2014 |
Common Stock, Shares | |||||||||
Issuance of Restricted Stock Award | $100,000 | $100,000 | $100,000 | $100,000 | |||||
Conversion of Preferred Stock to Common Stock | 25,000,000 | ||||||||
Conversion of Debt | 1,000,000 | 400,000 | 1,000,000 | 2,150,000 | |||||
Issuance of Restricted Stock Award | 250,000 | ||||||||
Common Stock, Value | |||||||||
Issuance of Restricted Stock Award | 160,000 | 160,000 | 160,000 | 160,000 | |||||
Conversion of Debt | 100,000 | 40,000 | 100,000 | 215,000 | |||||
Issuance of Restricted Stock Award | 100,000 | ||||||||
Common Stock, Cash Received | |||||||||
Issuance of Restricted Stock Award | 100 | 100 | 100 | 100 | |||||
Issuance of Restricted Stock Award | 250 | ||||||||
Deferred Compensation | |||||||||
Issuance of Restricted Stock Award | -160,000 | -160,000 | -160,000 | -160,000 | |||||
Additional Paid in Capital, Common | |||||||||
Issuance of Restricted Stock Award | -9,900 | -9,900 | -9,900 | -9,900 | |||||
Conversion of Preferred Stock to Common Stock | 2,765,000 | ||||||||
Conversion of Debt | -97,000 | -38,800 | -97,000 | -208,550 | |||||
Issuance of Restricted Stock Award | -24,750 | ||||||||
Convertible Debt, Percent Converted | |||||||||
Conversion of Debt | 1 | 1 | 1 | 1 | |||||
Convertible Debt, Amount Converted | |||||||||
Conversion of Debt | 3,000 | 1,200 | 3,000 | 6,450 | |||||
Convertible Debt, Conversion Price | |||||||||
Conversion of Debt | $0.00 | $0.00 | $0.00 | $0.00 |
Common_Stock_Deferred_Compensa
Common Stock: Deferred Compensation (Details) (USD $) | 0 Months Ended | 12 Months Ended |
Jan. 31, 2014 | Jan. 31, 2015 | |
Details | ||
Deferred Compensation, Current Period Expense | $2,084,167 | $945,000 |
Deferred Compensation, Future Expense | $358,750 | $453,750 |
Warrants_and_Options_Schedule_2
Warrants and Options: Schedule of Options Outstanding (Details) (USD $) | 12 Months Ended |
Jan. 31, 2015 | |
ESOP Options Outstanding, Shares | 6,500,000 |
ESOP Options Outstanding, Exercise Price x Shares | $875,000 |
ESOP Options Outstanding, Weighted Avg Exercise Price | $0.20 |
$0.10 | |
ESOP Options Outstanding, Shares | 5,000,000 |
ESOP Options Outstanding, Remaining Life (in years) | 2 years 9 months |
ESOP Options Outstanding, Exercise Price x Shares | 500,000 |
ESOP Options Outstanding, Weighted Avg Exercise Price | $0.10 |
$0.25 | |
ESOP Options Outstanding, Shares | 1,500,000 |
ESOP Options Outstanding, Remaining Life (in years) | 2 years 9 months |
ESOP Options Outstanding, Exercise Price x Shares | $375,000 |
ESOP Options Outstanding, Weighted Avg Exercise Price | $0.25 |
Warrants_and_Options_Schedule_3
Warrants and Options: Schedule of Options Activity (Details) (Employee Stock Option, USD $) | Jan. 31, 2015 |
Employee Stock Option | |
ESOP Options, Beginning | 6,500,000 |
ESOP Options, Beginning, Weighted Avg Exercise Price | $0.20 |
ESOP Options, Ending | 6,500,000 |
ESOP Options, Ending, Weighted Avg Exercise Price | $0.20 |
Warrants_and_Options_Details
Warrants and Options (Details) (USD $) | 12 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
ESOP Grants, Officer | ||
ESOP Options Granted, Executive Options Exercisable | 5,000,000 | |
ESOP Options Granted, Accelerated Compensation Expense | $1,879,167 | |
2012 Employee Stock Option Plan | ||
ESOP Options Granted, Shares | 6,500,000 | |
ESOP Options Granted, Value, Total | 2,665,000 | |
ESOP Options Granted, Deferred Compensation, Current Period Expense | 153,750 | 2,084,617 |
ESOP Options Granted, Deferred Compensation, Remaining to be Expensed | $205,000 | $358,750 |
Restricted_Stock_Awards_Detail
Restricted Stock Awards (Details) (USD $) | 12 Months Ended |
Jan. 31, 2015 | |
Restricted Stock Award, Total Units Awarded (Common Stock) | 1,400,000 |
Restricted Stock Award, Deferred Compensation | $1,040,000 |
Restricted Stock Award, Deferred Compensation, Current Period Expense | 740,000 |
Restricted Stock Award, Deferred Compensation, Future Expense | 300,000 |
Michael J Borkowski, 2013 Award | |
Restricted Stock Award, Date of Award | 15-Feb-14 |
Restricted Stock Award, Total Units Awarded (Common Stock) | 400,000 |
Restricted Stock Award, Price Per Unit | 0.001 |
Restricted Stock Award, Value | 640,000 |
Restricted Stock Award, Units Vested Per Period | 100,000 |
Restricted Stock Award, Deferred Compensation | 640,000 |
Restricted Stock Award, Deferred Compensation, Current Period Expense | 640,000 |
Restricted Stock Award, Units Vested, Total | 400,000 |
Michael J Borkowski, 2014 Award | |
Restricted Stock Award, Date of Award | 15-Nov-14 |
Restricted Stock Award, Total Units Awarded (Common Stock) | 1,000,000 |
Restricted Stock Award, Price Per Unit | 0.001 |
Restricted Stock Award, Value | 400,000 |
Restricted Stock Award, Units Vested Per Period | 250,000 |
Restricted Stock Award, Deferred Compensation | 400,000 |
Restricted Stock Award, Deferred Compensation, Current Period Expense | 100,000 |
Restricted Stock Award, Units Vested, Total | 250,000 |
Restricted Stock Award, Deferred Compensation, Future Expense | $300,000 |
Restricted_Stock_Awards_Schedu1
Restricted Stock Awards: Schedule of RSU Activity (Details) (Restricted Stock Units (RSUs), USD $) | 12 Months Ended |
Jan. 31, 2015 | |
Restricted Stock Units (RSUs) | |
Restricted Stock Units, Awarded | 1,400,000 |
Restricted Stock Units, Weighted Average Exercise Price, Awards | $0.00 |
Restricted Stock Units, Vested in Period | -650,000 |
Restricted Stock Units, Vested in Period, Weighted Average Exercise Price | $0.00 |
Restricted Stock Units, Ending | 750,000 |
Restricted Stock Units, Ending, Weighted Average Exercise Price | $0.00 |
Restricted_Stock_Awards_Deferr
Restricted Stock Awards: Deferred Compensation (Details) (USD $) | 12 Months Ended |
Jan. 31, 2015 | |
Details | |
Restricted Stock Award, Total Units Awarded (Common Stock) | 1,400,000 |
Restricted Stock Award, Deferred Compensation | $1,040,000 |
Restricted Stock Award, Deferred Compensation, Current Period Expense | 740,000 |
Restricted Stock Award, Deferred Compensation, Future Expense | $300,000 |
Discontinued_Operations_Result
Discontinued Operations: Results of Operations-Eaton Sub (Details) (Eaton Scientific Systems, Ltd., USD $) | 12 Months Ended | 49 Months Ended |
Jan. 31, 2014 | Jan. 09, 2014 | |
Eaton Scientific Systems, Ltd. | ||
General an Administrative Expenses | $321,998 | $618,937 |
Net Operating Loss | -321,998 | -618,937 |
Interest Expense | -22,959 | -37,374 |
Impairment Loss | -34,433 | -34,433 |
Depreciation and Amortization | -5,115 | -7,640 |
Net Loss From Discontinued Operations | ($384,505) | ($698,384) |
Discontinued_Operations_Assets
Discontinued Operations: Assets and Liabilities-Eaton Sub (Details) (Eaton Scientific Systems, Ltd., USD $) | Jan. 09, 2014 |
Eaton Scientific Systems, Ltd. | |
Property and Equipment, Net | $10,782 |
Intangible Assets, Net | 4,231 |
Total Assets of Discontinued Operations | 15,013 |
Cash Deficit | 1,393 |
Accounts Payable and Accrued Expenses | 97,877 |
Short Term Debt | 194,491 |
Related Party Payable | -467 |
Notes Payable | 273,000 |
Notes Payable-Convertible | 42,270 |
Total Liabilities of Discontinued Operations | 608,564 |
Net Assets of Discontinued Operations | ($593,551) |
Income_Taxes_Schedule_of_Effec1
Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) (USD $) | 0 Months Ended | 12 Months Ended |
Jan. 31, 2014 | Jan. 31, 2015 | |
Details | ||
Continuing Operations | ($7,452,402) | ($1,090,336) |
Discontinued Operations | 209,046 | |
Total Income (Loss) Before Taxes | -7,243,356 | -1,090,336 |
Statutory Rate | 34.00% | 34.00% |
Computed Expected Tax Payable (Recovery) | -2,462,800 | -370,600 |
Non-Deductible Expenses | 1,200 | |
Change in Valuation Allowance | $2,451,600 | $370,600 |
Income_Taxes_Schedule_of_Compo1
Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Details) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
Details | ||
Net Operating Loss Carryforward-Continuing Operations | $2,990,600 | $2,620,000 |
Less: Valuation Allowance | -2,990,600 | -2,620,000 |
Net Operating Loss Carryforward-Discontinued Operations | 61,900 | 61,900 |
Less Valuation Allowance | ($61,900) | ($61,900) |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | Mar. 15, 2015 |
Common Stock, Shares | |
Issuance of Restricted Stock Award | $250,000 |
Common Stock, Value | |
Issuance of Restricted Stock Award | 100,000 |
Common Stock, Cash Received | |
Issuance of Restricted Stock Award | 250 |
Additional Paid in Capital, Common | |
Issuance of Restricted Stock Award | $24,750 |