Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jan. 31, 2016 | Jun. 17, 2016 | Jul. 31, 2015 | |
Document and Entity Information: | |||
Entity Registrant Name | ECO SCIENCE SOLUTIONS, INC. | ||
Document Type | 10-K | ||
Document Period End Date | Jan. 31, 2016 | ||
Trading Symbol | essi | ||
Amendment Flag | true | ||
Entity Central Index Key | 1,490,873 | ||
Current Fiscal Year End Date | --01-31 | ||
Entity Common Stock, Shares Outstanding | 30,498,233 | ||
Entity Public Float | $ 2,572,356 | ||
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 | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Description | Amendment No. 2 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Jan. 31, 2016 | Jan. 31, 2015 |
Current assets | ||
Cash | $ 6,706 | $ 13,322 |
Total current assets | 6,706 | 13,322 |
TOTAL ASSETS | 6,706 | 13,322 |
Current liabilities | ||
Accounts payable and accrued expenses | 67,173 | 43,126 |
Related party payable | 18,333 | 58,250 |
Notes payable-short-term-related party | 0 | 22,000 |
Notes payable-convertible | 232,450 | 0 |
Notes payable-short-term-related party-convertible | 251,045 | 164,045 |
Liabilities for issuance of shares | 147,510 | 0 |
Total current liabilities | 716,511 | 287,421 |
Long term liabilities | ||
Notes payable-convertible | 0 | 236,350 |
Notes payable-convertible-related party, net of unamortized discount | 46,710 | 0 |
Total long term liabilities | 46,710 | 236,350 |
Total liabilities | 763,221 | 523,771 |
Stockholders' deficit | ||
Preferred stock, $.001 par, 50,000,000 shares authorized, none issued and outstanding at January 31, 2016 and January 31, 2015, respectively | 0 | 0 |
Common stock, $0.0001 par, 650,000,000 shares authorized, 28,226,349 and 30,643,001 issued and outstanding at January 31, 2016 and January 31, 2015, respectively | 2,822 | 3,064 |
Additional paid in capital, common, and deferred compensation | 9,133,256 | 8,469,364 |
Accumulated deficit | (9,892,593) | (8,982,877) |
Total stockholders' deficit | (756,515) | (510,449) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 6,706 | $ 13,322 |
BALANCE SHEETS PARENTHETICALS
BALANCE SHEETS PARENTHETICALS - $ / shares | Jan. 31, 2016 | Jan. 31, 2015 |
Parentheticals | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 650,000,000 | 650,000,000 |
Common Stock, shares issued | 28,226,349 | 30,643,001 |
Common Stock, shares outstanding | 28,226,349 | 30,643,001 |
INCOME STATEMENTS
INCOME STATEMENTS - USD ($) | 12 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Revenue: | ||
General and administrative expenses | $ 234,078 | $ 126,782 |
Amortization of stock options | 493,750 | 945,000 |
Net operating loss | (727,828) | (1,071,782) |
Other income (expenses) | ||
Interest expense | (28,388) | (18,554) |
Impairment loss, communications platform | (3,500) | 0 |
Loss on divestiture of technology | (150,000) | 0 |
Total other income (expenses) | (181,888) | (18,544) |
Net loss | $ (909,716) | $ (1,090,336) |
Net loss per common share - basic and diluted | $ (0.03) | $ (0.04) |
Weighted average common shares outstanding - basic and diluted | 29,352,468 | 24,461,220 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($) | Preferred Stock Shares | Preferred Stock Amount | Common Stock Shares | Common Stock Amount | Additional Paid-in Capital Preferred | Additional Paid-in Capital Common | Deferred Compensation | Accumulated deficit | Total |
Balance at Jan. 31, 2014 | 2,500,000 | 2,500 | 443,016 | 44 | 5,262,500 | 2,606,834 | (358,750) | (7,892,541) | (379,413) |
Amortization of stock options | $ 0 | $ 0 | $ 0 | $ 0 | $ 205,000 | $ 0 | $ 205,000 | ||
Conversion of debt to common stock | 0 | 0 | 4,550,000 | 455 | 0 | 13,195 | 0 | 0 | 13,650 |
Conversion of preferred stock to common stock | (2,500,000) | (2,500) | 25,000,000 | 2,500 | (5,262,500) | 5,262,500 | 0 | 0 | 0 |
Grant of restricted stock award | $ 0 | $ 0 | $ 0 | $ 1,040,000 | $ (1,040,000) | $ 0 | $ 0 | ||
Vesting of restricted stock award | 0 | 0 | 650,000 | 65 | 0 | 585 | 740,000 | 0 | 740,650 |
Net loss | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (1,090,336) | $ (1,090,336) | ||
Balance at Jan. 31, 2015 | 0 | 0 | 30,643,016 | 3,064 | 0 | 8,923,114 | (453,750) | (8,982,877) | (510,449) |
Vesting of restricted stock award | 0 | ||||||||
Vesting of restricted stock award | 0 | 0 | 1,250,000 | 125 | 0 | 1,125 | 340,000 | 0 | 341,250 |
Grant of restricted stock award | $ 0 | $ 0 | $ 0 | $ 160,000 | $ (160,000) | $ 0 | $ 0 | ||
Purchase of intellectual property | 0 | 0 | 1,500,000 | 150 | 0 | 149,850 | 0 | 0 | 150,000 |
Cancellation of common stock | 0 | 0 | (6,466,667) | (647) | 0 | 647 | 0 | 0 | 0 |
Amortization of stock options | $ 0 | $ 0 | $ 0 | $ 0 | $ 153,750 | $ 0 | $ 153,750 | ||
Stock options expired | 0 | 0 | 0 | (120,000) | 120,000 | 0 | 0 | ||
Beneficial conversion feature - related party note | $ 0 | $ 0 | $ 0 | $ 14,750 | $ 0 | $ 0 | $ 14,750 | ||
Conversion of debt to common stock | 0 | 0 | 1,300,000 | 130 | 0 | 3,770 | 0 | 0 | 3,900 |
Net loss | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (909,716) | $ (909,716) | ||
Balance at Jan. 31, 2016 | 0 | 0 | 28,226,349 | 2,822 | 0 | 9,133,256 | 0 | (9,892,593) | (756,515) |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (909,716) | $ (1,090,336) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Write off prepaid expenses | 1,000 | 0 |
Stock based compensation | 493,750 | 945,000 |
Amortization of debt discount | 2,460 | 0 |
Impairment loss and loss on divestiture, technology | 153,500 | 0 |
Liabilities from unissued shares | 144,010 | 0 |
Changes in operating assets and liabilities: | ||
Increase (decrease) in accounts payable and accrued expenses | 24,047 | 1,229 |
Increase (decrease) in related party payables | 18,083 | 4,041 |
Net cash used in operating activities | (72,866) | (140,066) |
Cash flows from financing activities: | ||
Proceeds from related party loans | 65,000 | 147,054 |
Proceeds from issuance of common stock | 1,250 | 650 |
Net cash provided by financing activities | 66,250 | 147,704 |
Net decrease in cash | (6,616) | 7,638 |
Cash-beginning of period | 13,322 | 5,684 |
Cash-end of period | 6,706 | 13,322 |
NON-CASH ACTIVITIES | ||
Conversion of preferred stock to common stock | 0 | 5,265,000 |
Conversion of debt to common stock | 3,900 | 13,650 |
Conversion of related party payable to convertible note payable | 59,000 | 0 |
Beneficial conversion feature from related party convertible note, unamortized | 14,750 | 0 |
Purchase of intellectual property for common stock | 150,000 | 0 |
Purchase of communications platform for common stock | 3,500 | 0 |
Liabilities from unissued series A Voting preferred shares under technology licensing and marketing agreement | 35,500 | 0 |
Liabilities from unissued common stock for technology licensing and marketing agreement | 108,510 | 0 |
SUPPLEMENTAL DISCLOSURES | ||
Interest paid | 0 | 0 |
Income taxes paid | $ 0 | $ 0 |
NATURE OF BUSINESS AND CONTINUA
NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS | 12 Months Ended |
Jan. 31, 2016 | |
NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS | |
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. Headquartered in Miami, Florida, Eco Science Solutions, Inc., a Nevada corporation, is charged with the research and exploration of eco-friendly technology and properties. On February 14, 2014, the Company changed its name to Eco Science Solutions, Inc. (OTC Pink Sheets:ESSI). On November 4, 2013, through the Agreements for the License of Intellectual Property "(the "License Agreements"), the Company acquired an exclusive license to the EcoFlora Spark Plug (the EcoFlora Plug), a unique product with technology for which the US Patent and Trademark Office (USPTO) issued Patent #8,853,925 on October 7, 2014. Effective August 28, 2015, the License Agreements were terminated. On August 31, 2015, the Company executed an Asset Purchase Agreement dated August 28, 2015 (the "Purchase Agreement") with Kensington Marketing, Inc., a Nevada corporation, to acquire a certain technology application known as Stay Hydrated. In exchange for the technology application, the Company issued 1,500,000 restricted shares of the Company's common stock, valued at $150,000. On January 11, 2016, the Company cancelled the agreement with Kensington Marketing, cancelled 1,500,000 shares of Common Stock issued to Kensington Marketing, and returned the Stay Hydrated application the Company acquired in exchange for the 1,500,000 shares. On January 1, 2016, the Company entered into a technology licensing and marketing support agreement with Separation Degrees One, Inc. (SDOI) that will result in the development, licensing and management of on-going technology solutions and marketing campaigns for ESSIs initiatives. Additionally, the Company entered into an Asset Purchase Agreement with SDOI wherein the Company acquired a proprietary messaging and customer relationship management software platform from SDOI. On January 11, 2016, the Companys Board of Directors (the Board) authorized the creation of 1,000 shares of Series A Voting Preferred Stock. The holder of the shares of the Series A Voting Preferred Stock has the right to vote those shares of the Series A Voting Preferred Stock regarding any matter or action that is required to be submitted to the shareholders of the Company for approval. The vote of each share of the Series A Voting Preferred Stock is equal to and counted as 10 times the votes of all of the shares of the Companys (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval. The Series A Voting Preferred Stock will not be convertible into Common Stock. The Company will issue to SDOI 1,000 Series A Preferred Shares to SDOI in consideration for the Licensing Agreement along S-8 shares to cover monthly service charges related to the technology license agreement. In addition, the Company agreed to issue 500,000 shares of common stock as consideration for the Asset Purchase Agreement with SDOI. The Company will continue to operate, research and explore eco friendly technology, social media initiatives and applications that generate revenue through advertisements connected to the social media channels as well as downloads of the application and sales of actual goods from the Companys operating sites. 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. 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, 2016, the Company had a working capital deficit of $709,805 and an accumulated deficit of $9,892,593. 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 Companys 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 ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jan. 31, 2016 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
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 Companys 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 Companys 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 Companys 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, 2016 and January 31, 2015, respectively, the Company had cash, but no cash equivalents. Technology and licensing rights (Intangible assets) Technology and licensing rights are recorded at cost and capitalized, and are reviewed for impairment at a minimum of once per year or whenever events or changes in circumstances suggest a need for evaluation. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and were $73,510 during the year ended January 31, 2016 and $Nil in the year ended January 31, 2015. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. During the year ended January 31, 2016 the Company impaired $3,500 in long-lived assets relative to the acquisition of a communications platform. In fiscal 2015 there was no impairment of long-lived assets. Fair Value Measurements Pursuant to ASC 820, Fair Value Measurements and Disclosures Financial Instruments 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 Companys 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 Cost of Revenue Costs of revenue consist of the direct expenses incurred in order to generate revenue. Such costs are recorded as incurred. Our cost of revenue will consist consists primarily of fees associated with the operation of our social media venues and fulfillment of specific customer advertising campaigns related to our downloadable apps. Stock-Based Compensation The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments Basic and Diluted Net Income (Loss) Per Share The Company computes net income (loss) per share in accordance with ASC 260, Earning per Share Recently issued accounting pronouncements In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810), Amendments to the Consolidation Analysis that meant to clarify the consolidation reporting guidance in GAAP. This guidance is to be applied using a retrospective method or a modified retrospective method, as outlined in the guidance, and is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early application is permitted. The Company has adopted the guidance and the adoption of this standard did not have an impact on the Company's consolidated financial position or results of operations. In April 2015, the FASB issued ASU 2015-03, Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires an entity to present debt issuance costs related to a debt liability as a direct deduction from the debt liability rather than as an asset. ASU 2015-03 is effective retrospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2015. As the Company does not currently have any debt obligations, the adoption of this standard will not impact the presentation of certain financial statement line items within the Company's balance sheets, results of operations, and related disclosures. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting Measurement-Period Adjustments, which eliminates the requirement for an entity to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after a business combination is completed. ASU 2015-16 is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2015. The adoption of this standard will not have an impact on the Company's financial position and results of operations. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, to simplify the presentation of deferred income taxes. The amendments in ASU 2015-17 require that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in the update. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, and may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The adoption of this standard will not have an impact on the Company's financial position. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. This new standard provides guidance on how entities measure certain equity investments and present changes in the fair value. This standard requires that entities measure certain equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income. ASU 2016-01 is effective for fiscal years beginning after December 31, 2017. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company's financial statements and disclosures. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Jan. 31, 2016 | |
INTANGIBLE ASSETS | |
INTANGIBLE ASSETS | NOTE 3: INTANGIBLE ASSETS 1. Stay Hydrated On August 31, 2015, the Company executed an Asset Purchase Agreement with Kensington Marketing, Inc., a Nevada corporation, dated August 28, 2015 (the "Purchase Agreement"), to purchase a certain technology application known as Stay Hydrated. In exchange for the technology application, the Company issued 1,500,000 restricted shares of the Company's common stock on December 9, 2015, valued at $150,000. On January 11, 2016, the Company cancelled the agreement with Kensington Marketing, cancelled 1,500,000 shares of Common Stock issued to Kensington Marketing, and returned the Stay Hydrated application the Company acquired in exchange for the 1,500,000 shares. A loss of $150,000 with respect to the divestiture and cancelation of the technology rights agreement was recognized in the profit and loss account. 2. Communications Platform - Separation Degrees One, Inc. On January 1, 2016, the Company entered into a technology licensing and marketing support agreement with Separation Degrees One, Inc. (SDOI) that will result in the development, licensing and management of on-going technology solutions and marketing campaigns for ESSIs initiatives. Additionally, the Company entered into an Asset Purchase Agreement with SDOI wherein the Company acquired a proprietary messaging and customer relationship management software platform from SDOI. Under the terms of the agreements, the Company will issue to SDOI 1,000 shares of the Companys Series A Voting Preferred Stock. The Company obtained a third party valuation in respect of the issuance of the Series A Voting Preferred stock and recorded a technology licensing and marketing expense of $35,500 in respect of the valuation report. The third party valuation report was based on the following inputs as at January 1, 2016: (1) price per share of common stock of $0.007; (2) 28,426,349 common shares outstanding; 1,000 Series A Preferred shares issued 1/1/16; (3) A 17.5% premium over the combined common share value for the voting preferences; (4) 284,291,916,349 total voting shares and 284,263,490,000 voting rights represented 99.99% of the total. As of January 31, 2016, Series A Voting Preferred Stock had not yet been issued and the Company recorded $35,500 as liabilities for issuance of shares on the balance sheet. Further under the terms of the aforementioned technology licensing and marketing support agreement, the Company agreed to the issuance and DWAC of $35,000 worth of S-8 shares in ESSI Common Stock (issued at a 30% discount to the market close on the date of payment due (the 1st of every month), or a share price of $0.01 whichever is greater), to SDOI for ongoing monthly project and planned technical development/maintenance, production and staging server administration, ongoing marketing services and monthly advertising management. The shares are to be issued on or before the 1st business day of each calendar month. Additionally, the Company received invoices from SDOI totaling $73,510 for advertising services in the month ended January 31, 2016 which amounts shall also be settled by the issuance and DWAC of shares of S-8 Common stock (issued at a 30% discount to the market close on the date of payment due, or a share price of $0.01 whichever is greater), to SDOI As of January 31, 2016, $98,510 worth of S-8 shares had not yet been issued and the Company recorded $98,510 as liabilities for issuance of common shares on the balance sheet. On January 4, 2016 the Company entered into a further agreement with SDOI for the purchase of a discrete communications software platform, including custom developed libraries, the consideration for which was the issuance of 500,000 shares of common stock. The Company recorded the fair market value of $3,500 in respect of the software platform on the date of the agreement as intangible assets on the Companys balance sheet. As at fiscal year end the Company evaluated the asset for impairment and determined loss of $3,500 which was recognized in the profit and loss account. As of January 31, 2016, liabilities for issuance of shares on the balance sheet. |
PREPAID EXPENSES
PREPAID EXPENSES | 12 Months Ended |
Jan. 31, 2016 | |
PREPAID EXPENSES | |
PREPAID EXPENSES | NOTE 4: PREPAID EXPENSES Prepaid expenses consist of certain compensation expense paid in advance of its due date. As of January 31, 2016 and January 31, 2015, $1,000 and $0 has been prepaid, to be expensed in the next month, and is included in related party transactions (Note 6). |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Jan. 31, 2016 | |
NOTES PAYABLE | |
NOTES PAYABLE | NOTE 5: NOTES PAYABLE As of January 31, 2016 notes payable consists of an unsecured convertible promissory note in the remaining sum of $232,450 (January 3, 2015 - $236,350). The note bears interest at a rate of 6% per annum, is due January 31, 2017, and is convertible into the Companys common stock at a rate of $0.003 per share. During the fiscal year ended January 31, 2016, the holder of the note assigned $100,000 to an arms length third party who converted $3,900 of principal into 1,300,000 shares of the Companys common stock at a rate of $0.003 per share. As of January 31, 2016 and January 31, 2015, the Company has accrued $44,680 and $30,499, respectively, in interest on the convertible note payable. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jan. 31, 2016 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 6: RELATED PARTY TRANSACTIONS As of January 31, 2016 and January 31, 2015, related parties are due a total of $316,088 and $244,295, respectively. January 31, 2016 January 31, 2015 Related party payable compensation (2) $ 18,333 $ 58,250 Notes payable for loans to the Company (1) - 22,000 Convertible notes payable for cash proceeds received(1) 251,045 164,045 Convertible notes payable for unpaid compensation (3) 59,000 - Less: unamortized discount (3) (12,290 ) - Total convertible notes payable, net of unamortized discount 297,755 164,045 Total related party loans 297,755 186,045 Total related party transactions $ 316,088 $ 244,295 Related party convertible notes payable consists of the following unsecured convertible promissory notes: Description Principal Interest Rate Conversion Rate Maturity Date Note Payable (1) $ 251,045 5% FMV On demand with 90 days written notice Note Payable (3) $ 59,000 6% 80% of FMV 10/01/2017 Less: unamortized discount (3) (12,290 ) Note Payable, net of unamortized discount $ 46,710 (1) During the fiscal year ended January 31, 2016, a company controlled by the Companys former Chairman of the Board and majority director contributed an additional $65,000 in proceeds to the demand convertible note payable on the same terms and conditions, and modified note to include the $22,000 in short term notes so that the principal balance of the convertible note payable as at the fiscal year ended January 31, 2016 totaled $251,045. (2) Effective December 17, 2015, Mr. Jeffery Taylor was appointed to serve as Chief Executive Officer of the Company and Mr. Don Lee Taylor was appointed to serve as Chief Financial Officer of the Company. On December 21, 2015 the Company entered into employment agreements with Mr. Jeffery Taylor and Mr. Don Lee Taylor for a period of 24 months, where after the contract may be renewed in one year terms at the election of both parties. Jeffery Taylor shall receive an annual gross salary of $115,000 and Don Lee Taylor shall receive an annual gross salary of $105,000 payable in equal installments on the last day of each calendar month and which may be accrued until such time as the Company has sufficient cash flow to settle amounts payable. Further under the terms of the respective agreements all inventions, innovations, improvements, know-how, plans, development, methods, designs, analyses, specifications, software, drawings, reports and all similar or related information (whether or not patentable or reduced to practice) which relate to any of the Companys actual or proposed business activities and which are created, designed or conceived, developed or made by the Executive during the Executives past or future employment by the Company or any Affiliates, or any predecessor thereof (Work Product), belong to the Company, or its Affiliates, as applicable. During the year ended January 31, 2016, the Company accrued management fees in the amount of $9,583 to Mr. Jeffery Taylor and $8,750 to Mr. Don Lee Taylor. As of January 31, 2016, the Company had not made any cash payments regarding the fees, leaving a total of $18,333 on the balance sheet as related party accounts payable. (3) On October 1, 2015 the Company issued its former President a convertible promissory note in the principal amount of $59,000 for unpaid compensation. The note bears interest at a rate of 6% per annum, matures on October 1, 2017, and contains a repayment provision which permits the holder to convert the debt into the Company's common stock at a rate of 80% of the fair market value of the common stock on the date of conversion. The conversion discount of 20% of FMV results in a beneficial conversion feature. As a result, the difference between the conversion rate and the market rate of $14,750 on the date of the transaction has been classified as a discount on the note. As of January 31, 2016, the Company expensed $2,460 as amortization of the debt discount which is included as interest expense. As of January 31, 2016, $12,290 of unamortized discount remains, and will be amortized over the next 20 months. As of January 31, 2016 and January 31, 2015, the Company has accrued $16,053 and $4,306, respectively, in interest on related party loans. |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Jan. 31, 2016 | |
COMMON STOCK: | |
COMMON STOCK | NOTE 7: COMMON STOCK Common Stock The total number of authorized shares of common stock that may be issued by the Company is 650,000,000 shares with a par value of $0.0001. On March 15, 2015, in accordance with his 2014 Employment Agreement, the Company issued 250,000 shares of restricted common stock, valued at $100,000, to its then President for cash in the amount of $250. As a result, additional paid in capital was reduced by $24,750. On July 15, 2015, in accordance with his 2014 Employment Agreement, the Company issued 250,000 shares of restricted common stock, valued at $100,000, to its then President for cash in the amount of $250. As a result, additional paid in capital was reduced by $24,750. On September 3, 2015, 4,966,667 shares of the Companys issued and outstanding common stock were cancelled by the certificate holder. As a result of this transaction, the shares were returned to treasury, and the total issued and outstanding shares of common stock was reduced to 26,176,334 shares. On October 28, 2015, in accordance with his 2014 Employment Agreement, the Company issued 250,000 shares of restricted common stock, valued at $100,000, to its then President for cash in the amount of $250. As a result, additional paid in capital was reduced by $24,750. On December 9, 2015, in accordance with a certain Asset Purchase Agreement dated August 28, 2015, the Company issued 1,500,000 shares of restricted common stock, valued at $150,000. On November 19, 2015, in accordance with his 2015 Employment Agreement, the Company issued 500,000 shares of restricted common stock, valued at $40,000, to its then President for cash in the amount of $500. As a result, additional paid in capital was reduced by $49,500. On January 11, 2016, the Company cancelled the agreement with Kensington Marketing, cancelled 1,500,000 shares of Common Stock issued to Kensington Marketing, and returned the Stay Hydrated application the Company acquired in exchange for the 1,500,000 shares. On January 12, 2016, $3,900 of principal amount was converted into 1,300,000 shared of the Companys common stock at a rate of $0.003 per share. As of January 31, 2016 and January 31, 2015, respectively, 28,226,349 and 30,643,001 shares of the Companys common stock were issued and outstanding. Series A Voting Preferred Shares On January 11, 2016, the Companys Board of Directors (the Board) authorized the creation of 1,000 shares of Series A Voting Preferred Stock. The holder of the shares of the Series A Voting Preferred Stock has the right to vote those shares of the Series A Voting Preferred Stock regarding any matter or action that is required to be submitted to the shareholders of the Company for approval. The vote of each share of the Series A Voting Preferred Stock is equal to and counted as 10 times the votes of all of the shares of the Companys (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval. The Series A Voting Preferred Stock will not be convertible into Common Stock. |
STOCK OPTIONS
STOCK OPTIONS | 12 Months Ended |
Jan. 31, 2016 | |
STOCK OPTIONS | |
STOCK OPTIONS | NOTE 8:STOCK OPTIONS The following table represents the number of options currently outstanding 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 1.60 $ 500,000 $0.10 $ 0.25 1,500,000 1.60 375,000 $0.25 6,500,000 $ 875,000 $0.20 Options Activity Weighted Number Average of Shares Exercise Price Outstanding at January 31, 2015 6,500,000 $ 0.20 Issued - - Exercised - - Expired / Cancelled - - Outstanding at January 31, 2016 6,500,000 $ 0.20 As of January 31, 2016 and January 31, 2015, 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 $205,000 has been expensed during the fiscal year ended January 31, 2016 and the year ended January 31, 2015, respectively. There remains $0 and $153,250 of deferred compensation as of January 31, 2016 and January 31, 2015, respectively. Subsequent to the fiscal year end, in accordance with the terms of the underlying option agreements, upon the termination of services to the Company by the consultant and the officer holding the options, all outstanding stock options expired unexercised 90 days thereafter. |
RESTRICTED STOCK AWARDS
RESTRICTED STOCK AWARDS | 12 Months Ended |
Jan. 31, 2016 | |
RESTRICTED STOCK AWARDS | |
RESTRICTED STOCK AWARDS | NOTE 9: RESTRICTED STOCK AWARDS On February 15, 2014, in connection with a certain Employment Agreement dated November 15, 2013, its then President was awarded the right to purchase 400,000 shares of the Companys 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 then President was awarded the right to purchase 1,000,000 shares of the Companys 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. On November 1, 2015, the Company entered into a new Employment Agreement with its then President (the 2015 Employment Agreement). The Employment Agreement is for a term of one (1) year, and includes compensation in the amount of $36,000 per year, compensation for certain travel expenses, and grants a right to purchase 2,000,000 shares of the Companys common stock at par, which vest quarterly beginning November 1, 2015, at 500,000 shares per vesting period through August 1, 2016 (the 2015 Stock Award). In connection with the 2015 Stock Award, $160,000 has been recorded as deferred compensation, to be amortized over the next 9 months. As of January 31, 2016 and January 31, 2015, the Company has awarded a total of 2,000,000 and 1,400,000 Restricted Stock Units, respectively. In connection with the Stock Awards, a total of $1,200,000 has been recorded as deferred compensation, of which $340,000 and $740,000 has been expensed during the fiscal year ended January 31, 2016 and the fiscal year ended January 31, 2015, respectively. Upon the former Presidents resignation as an officer and director, effective December 17, 2015, all unvested stock awards were immediately cancelled. The following table represents the number of Restricted Stock Units awarded (the "Stock Awards"): Restricted Stock Units Activity Weighted Number Average of RSUs Exercise Price Outstanding at January 31, 2014 - - Awarded 1,400,000 $ 0.001 Exercised / Vested (650,000 ) $ 0.001 Expired / Cancelled - - Outstanding at January 31, 2015 750,000 $ 0.001 Awarded 2,000,000 $ 0.001 Exercised / Vested (1,250,000 ) $ 0.001 Expired / Cancelled 1,500,000 - Outstanding at January 31, 2016 - $ 0.001 |
INCOME TAXES
INCOME TAXES - USD ($) | 12 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
INCOME TAXES: | ||
INCOME TAXES | NOTE 10: INCOME TAXES The components of the net change in deferred tax asset at January 31, 2016 and January 31, 2015, the statutory tax rate, the effective tax rate and the amount of the valuation allowance are indicated below: January 31, 2016 January 31, 2015 Income (loss) before taxes $ (907,216 ) $ (1,090,336 ) Statutory rate 34 % 34 % Computed expected tax payable (recovery) $ (308,450 ) $ (370,600 ) Non-deductible expenses 300 Change in valuation allowance 308,150 370,600 Reported income taxes $ - $ - The significant components of the cumulative deferred income tax assets and liabilities at January 31, 2016 and January 31, 2015, are as follows: January 31, 2016 January 31, 2015 Deferred tax assets: Net operating loss carry forward $ 3,300,650 $ 2,990,600 Non-deductible expenses 1,900 - Less valuation allowance (3,298,750 ) (2,990,600 ) Net deferred tax asset $ - $ - | |
Deferred Tax Assets, Operating Loss Carryforwards | $ 3,275,800 | $ 2,990,600 |
Non-deductible expenses | $ 1,900 | $ 0 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jan. 31, 2016 | |
SUBSEQUENT EVENTS: | |
SUBSEQUENT EVENTS | NOTE 11: SUBSEQUENT EVENTS On February 1, 2016 the Company entered into a Consulting Agreement for certain marketing and administrative expertise where under the Company will pay $1,000 per month for a term of six months, with automatic six month renewal terms, and issue 100,000 shares of restricted stock as additional compensation. On February 26, 2016 the Company announced it had canceled 1,000,000 shares of common stock, as part of a stock buyback program designed to increase current shareholder value by repurchasing and retiring existing outstanding common stock. On March 7, 2016, the Company dismissed its independent registered public accounting firm, Seale & Beers, CPAs. Seale & Beers and approved the engagement of BF Borgers, CPA PC as the Companys new independent registered public accounting firm. On March 18, 2016, Mike Hogue was issued a total of 100,000 shares of common stock in relation to a consulting agreement. The shares were valued at market on the date of the contract, February 1, 2016, for a total of $250,000. On March 22, 2016 we entered into a two-year lease commencing April 1, 2016 for a total of 253 square feet of office and 98 square feet of reception space. Monthly base rent for the period April 1, 2016 to March 31, 2017 is $526.50 per month and increases to $552.83 per month for the subsequent year ending March 31, 2018. Operating costs for the first year of the lease are estimated at $258.06 per month. The Company has remitted a security deposit in the amount of $817.24 in respect of the lease. Further our officers and directors have executed a personal guarantee in respect of the aforementioned lease agreement. On April 1, 2016 the Company filed a Form S-8 to register 5,000,000 shares of Common Stock, $0.00001 par value per share, under its 2016 Equity Incentive Plan. On April 6, 2016 the Company issued a total of 1,200,000 shares of common stock valued at $0.01 per share in relation to a consulting agreement with SDOI. On May 9, 2016 the Company issued 596,884 shares of common stock to an unrelated third party in respect to the assignment of the remaining balance of a convertible note in the principal amount of $96,100. Upon assignment the conversion terms of the note were amended from $0.003 per share to a 40% discount to market based on the date immediately prior to the notice of conversion. As a result the shares were issued in full settlement of the principal value of the note at 0.161 per share. On May 16, 2016 the Company issued a total of 1,375,000 shares of common stock valued at $0.01 per share in relation to a consulting agreement with SDOI (ref: Note 3) During the period February 1 to May 31, 2016 the Company received additional invoices for advertising services totaling $400,326 which amount shall be settled by issuance of S-8 shares per the terms of the agreement between the Company and SDOI. (ref: Note 3). On June 1, 2016, the Company entered into a further amendment to the Technology Licensing and Marketing Agreement between SDOI and the Company. Under the Amendment:(1) SDOI will not be issued Series A Preferred Stock initially equal to the current total authorized common shares outstanding of 650,000,000; (2) Invoices for advertising services will be billed separately from the $35,000 standard monthly fee and will have the same terms as the monthly fee; i.e., the amount invoiced will be paid via the issuance of S-8 shares of ESSI Common Stock (issued at a 30% discount to the market VWAP on the date of payment due or a share price of $0.01, whichever is greater). |
Nature of business and contin18
Nature of business and continuance of operations (Policies) | 12 Months Ended |
Jan. 31, 2016 | |
Nature of business and continuance of operations (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, 2016, the Company had a working capital deficit of $709,805 and an accumulated deficit of $9,892,593. 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 Companys 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. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 12 Months Ended |
Jan. 31, 2016 | |
Accounting 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 Companys fiscal year end is January 31. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys 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, 2016 and January 31, 2015, respectively, the Company had cash, but no cash equivalents. |
Technology and licensing rights (Intangible assets) | Technology and licensing rights (Intangible assets) Technology and licensing rights are recorded at cost and capitalized, and are reviewed for impairment at a minimum of once per year or whenever events or changes in circumstances suggest a need for evaluation. |
Advertising and Marketing Costs, Policy | Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and were $73,510 during the year ended January 31, 2016 and $Nil in the year ended January 31, 2015. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. During the year ended January 31, 2016 the Company impaired $3,500 in long-lived assets relative to the acquisition of a communications platform. In fiscal 2015 there was no impairment of long-lived assets. |
Fair Value Measurements | Fair Value Measurements Pursuant to ASC 820, Fair Value Measurements and Disclosures Financial Instruments 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 Companys 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 |
Cost of Revenue, Policy | Cost of Revenue Costs of revenue consist of the direct expenses incurred in order to generate revenue. Such costs are recorded as incurred. Our cost of revenue will consist consists primarily of fees associated with the operation of our social media venues and fulfillment of specific customer advertising campaigns related to our downloadable apps. |
Stock-Based Compensation | Stock-Based Compensation The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments |
Basic and Diluted Net Income (Loss) Per Share, Policy | Basic and Diluted Net Income (Loss) Per Share The Company computes net income (loss) per share in accordance with ASC 260, Earning per Share |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810), Amendments to the Consolidation Analysis that meant to clarify the consolidation reporting guidance in GAAP. This guidance is to be applied using a retrospective method or a modified retrospective method, as outlined in the guidance, and is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early application is permitted. The Company has adopted the guidance and the adoption of this standard did not have an impact on the Company's consolidated financial position or results of operations. In April 2015, the FASB issued ASU 2015-03, Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires an entity to present debt issuance costs related to a debt liability as a direct deduction from the debt liability rather than as an asset. ASU 2015-03 is effective retrospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2015. As the Company does not currently have any debt obligations, the adoption of this standard will not impact the presentation of certain financial statement line items within the Company's balance sheets, results of operations, and related disclosures. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting Measurement-Period Adjustments, which eliminates the requirement for an entity to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after a business combination is completed. ASU 2015-16 is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2015. The adoption of this standard will not have an impact on the Company's financial position and results of operations. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, to simplify the presentation of deferred income taxes. The amendments in ASU 2015-17 require that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in the update. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, and may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The adoption of this standard will not have an impact on the Company's financial position. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. This new standard provides guidance on how entities measure certain equity investments and present changes in the fair value. This standard requires that entities measure certain equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income. ASU 2016-01 is effective for fiscal years beginning after December 31, 2017. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company's financial statements and disclosures. |
Schedule of Related Party Trans
Schedule of Related Party Transactions (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Schedule of Related Party Transactions: | |
Schedule of Related Party Transactions | As of January 31, 2016 and January 31, 2015, related parties are due a total of $316,088 and $244,295, respectively. January 31, 2016 January 31, 2015 Related party payable compensation (2) $ 18,333 $ 58,250 Notes payable for loans to the Company (1) - 22,000 Convertible notes payable for cash proceeds received(1) 251,045 164,045 Convertible notes payable for unpaid compensation (3) 59,000 - Less: unamortized discount (3) (12,290 ) - Total convertible notes payable, net of unamortized discount 297,755 164,045 Total related party loans 297,755 186,045 Total related party transactions $ 316,088 $ 244,295 |
Schedule of Related Party Convertible Notes Payable | Related party convertible notes payable consists of the following unsecured convertible promissory notes: Description Principal Interest Rate Conversion Rate Maturity Date Note Payable (1) $ 251,045 5% FMV On demand with 90 days written notice Note Payable (3) $ 59,000 6% 80% of FMV 10/01/2017 Less: unamortized discount (3) (12,290 ) Note Payable, net of unamortized discount $ 46,710 |
Schedule of Stock Options (Tabl
Schedule of Stock Options (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Schedule of Stock Options: | |
Schedule of Stock 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 1.60 $ 500,000 $0.10 $ 0.25 1,500,000 1.60 375,000 $0.25 6,500,000 $ 875,000 $0.20 |
Schedule of Stock Options Activity | Options Activity Weighted Number Average of Shares Exercise Price Outstanding at January 31, 2015 6,500,000 $ 0.20 Issued - - Exercised - - Expired / Cancelled - - Outstanding at January 31, 2016 6,500,000 $ 0.20 |
Schedule of Restricted Stock Aw
Schedule of Restricted Stock Awards (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Schedule of Restricted Stock Awards | |
Schedule of Restricted Stock Units Activity | The following table represents the number of Restricted Stock Units awarded (the "Stock Awards"): Restricted Stock Units Activity Weighted Number Average of RSUs Exercise Price Outstanding at January 31, 2014 - - Awarded 1,400,000 $ 0.001 Exercised / Vested (650,000 ) $ 0.001 Expired / Cancelled - - Outstanding at January 31, 2015 750,000 $ 0.001 Awarded 2,000,000 $ 0.001 Exercised / Vested (1,250,000 ) $ 0.001 Expired / Cancelled 1,500,000 - Outstanding at January 31, 2016 - $ 0.001 |
Schedule of Income Tax Expense
Schedule of Income Tax Expense (Benefit) (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Schedule of Income Tax Expense (Benefit) (Tables): | |
Schedule of Effective Income Tax Rate Reconciliation | The components of the net change in deferred tax asset at January 31, 2016 and January 31, 2015, the statutory tax rate, the effective tax rate and the amount of the valuation allowance are indicated below: January 31, 2016 January 31, 2015 Income (loss) before taxes $ (907,216 ) $ (1,090,336 ) Statutory rate 34 % 34 % Computed expected tax payable (recovery) $ (308,450 ) $ (370,600 ) Non-deductible expenses 300 Change in valuation allowance 308,150 370,600 Reported income taxes $ - $ - |
Schedule of Significant Components of Deferred Tax Assets and Liabilities | The significant components of the cumulative deferred income tax assets and liabilities at January 31, 2016 and January 31, 2015, are as follows: January 31, 2016 January 31, 2015 Deferred tax assets: Net operating loss carry forward $ 3,300,650 $ 2,990,600 Non-deductible expenses 1,900 - Less valuation allowance (3,298,750 ) (2,990,600 ) Net deferred tax asset $ - $ - |
Nature of business and contin24
Nature of business and continuance of operations (Details) - USD ($) | Jan. 31, 2016 | Jan. 11, 2016 | Aug. 31, 2015 |
Nature of business and continuance of operations Details | |||
Issued restricted shares of the Company's common stock | 1,500,000 | ||
Issued restricted shares of the Company's common stock, value | $ 1,500,000 | ||
Cancelled shares of Common Stock issued to Kensington Marketing | 1,500,000 | ||
Company acquired in exchange for the shares | 1,500,000 | ||
Board of Directors authorized shares of Series A Voting Preferred Stock | 1,000 | ||
Company agreed to issue shares of common stock as consideration for the Asset Purchase Agreement with SDOI | 500,000 | ||
Going Concern (Narrative) | |||
Working Capital Deficit | $ 709,805 | ||
Accumulated Deficit | $ 9,892,593 |
Significant Accounting Policies
Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Advertising and Marketing Costs (Narrative) | ||
Advertising and marketing costs | $ 73,510 | $ 0 |
Impairment of Long-Lived Assets (Narrative) | ||
Impairment of Long-Lived Assets | $ 3,500 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Jan. 31, 2016 | Jan. 11, 2016 | Jan. 04, 2016 | Aug. 31, 2015 |
Stay Hydrated (Narrative) | ||||
Issued restricted shares of the Company's common stock | 1,500,000 | |||
Issued restricted shares of the Company's common stock, value | $ 150,000 | |||
Cancelled shares of Common Stock issued to Kensington Marketing | 1,500,000 | |||
Company acquired in exchange for the shares | 1,500,000 | |||
Divestiture and cancelation of the technology rights agreement | $ 150,000 | |||
Communications Platform - Separation Degrees - One, Inc: | ||||
Issue to SDOI shares of the Company's Series A Voting Preferred Stock | 1,000 | |||
Technology licensing and marketing expense | $ 35,500 | |||
Third party valuation report price per share of common stock | $ 0.007 | |||
Common shares outstanding | 28,426,349 | |||
Series A Preferred shares issued | 1,000 | |||
A premium over the combined common share value for the voting preferences | 17.50% | |||
Total voting shares | 284,291,916,349 | |||
Total voting rights | 284,263,490,000 | |||
Total voting shares and rights percent | 99.99% | |||
1,000 Series A Voting Preferred Stock had not yet been issued and recorded as liabilities | $ 35,500 | |||
Company agreed to the issuance and DWAC worth of S-8 shares in ESSI Common Stock | 35,000 | |||
Company received invoices from SDOI for advertising services during the period | 73,510 | |||
S-8 shares had not yet been issued and the Company recorded as liabilities for issuance | 98,510 | |||
Consideration for which was the issuance of shares of common stock | 500,000 | |||
Fair market value in respect of the software platform | $ 3,500 | |||
Recorded an impairment loss | $ 3,500 | |||
Shares of common stock had not yet been issued (in shares) | 500,000 | |||
Company recorded as liabilities for issuance of shares | $ 3,500 |
Prepaid Expenses (Details)
Prepaid Expenses (Details) - USD ($) | Jan. 31, 2016 | Jan. 31, 2015 |
Prepaid Expenses Details | ||
Prepaid expenses | $ 1,000 | $ 0 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Jan. 31, 2016 | Jan. 31, 2015 |
Notes Payable Details | ||
Unsecured convertible promissory | $ 232,450 | $ 236,350 |
Note bears interest at a rate per annum | 6.00% | 6.00% |
Convertible Promissory Note, Conversion Rate | $ 0.003 | $ 0.003 |
Accrued interest | $ 44,680 | $ 30,499 |
Convertible notes payable durin
Convertible notes payable during the period (Details) | 12 Months Ended |
Jan. 31, 2016USD ($)$ / sharesshares | |
Convertible notes payable during the period | |
Note assigned to an arms length third party | $ 100,000 |
Principle amount convertible | $ 3,900 |
Principle converted into shares of the Company's common stock | shares | 1,300,000 |
Common stock at a rate per share | $ / shares | $ 0.003 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jan. 31, 2016 | Jan. 31, 2015 |
Related Party Transactions Details | ||
Related party payable compensation (2) | $ 18,333 | $ 58,250 |
Notes payable for loans to the Company (1) | 0 | 22,000 |
Convertible notes payable for cash proceeds received (1) | 251,045 | 164,045 |
Convertible notes payable for unpaid compensation (3) | 59,000 | 0 |
Less: unamortized discount (3) | (12,290) | 0 |
Total convertible notes payable, net of unamortized discount | 297,755 | 164,045 |
Total related party loans | 297,755 | 186,045 |
Total related party transactions | $ 316,088 | $ 244,295 |
Related party convertible notes
Related party convertible notes payable consists of the following (Details) | 12 Months Ended |
Jan. 31, 2016USD ($) | |
Principal | |
Note Payable (1) | $ 251,045 |
Note Payable (3) | 59,000 |
Less: unamortized discount (3) | (12,290) |
Note Payable, net of unamortized discount | $ 46,710 |
Interest Rate | |
Note Payable (1) Interest Rate | 5.00% |
Note Payable (3) Interest Rate | 6.00% |
Note Payable (1) Conversion Rate | fmv |
Note Payable (3) Conversion Rate | 80% of fmv |
Note Payable (1) Maturity Date | on demand with 90 days written notice |
Note Payable (3) Maturity Date | maturity date 10/01/2017 |
Related party convertible promi
Related party convertible promissory notes during the period (Details) | 12 Months Ended |
Jan. 31, 2016USD ($) | |
Related party convertible promissory notes during the period: | |
Former Chairman of the Board and majority director contributed an additional in proceeds | $ 65,000 |
Modified note to include in short term notes | 22,000 |
Principal balance of the convertible note payable totaled | 251,045 |
Jeffery Taylor shall receive an annual gross salary | 115,000 |
Don Lee Taylor shall receive an annual gross salary | 105,000 |
Accrued management fees in the amount to Mr. Jeffery Taylor | 9,583 |
Accrued management fees in the amount to Mr. Lee Taylor | $ 8,750 |
Related party convertible pro33
Related party convertible promissory notes (Narrative) (Details) - USD ($) | Jan. 31, 2016 | Oct. 01, 2015 | Jan. 31, 2015 |
Related party convertible promissory notes (Narrative) details: | |||
Issued former President a convertible promissory note in the principal amount | $ 59,000 | ||
Note bears interest at a rate per annum | 6.00% | ||
Repayment provision permits the holder to convert the debt into common stock at a rate of the fair market value | 80.00% | ||
Conversion discount of FMV | 20.00% | ||
Discount on the note | $ 14,750 | ||
Amortization of debt discount | $ 2,460 | ||
Unamortized discount | 12,290 | ||
Related party accounts payable | 18,333 | ||
Accrued interest | $ 16,053 | $ 4,306 |
Common Stock (Details)
Common Stock (Details) - USD ($) | Jan. 31, 2016 | Jan. 12, 2016 | Jan. 11, 2016 | Dec. 09, 2015 | Nov. 19, 2015 | Oct. 28, 2015 | Sep. 03, 2015 | Jul. 15, 2015 | Mar. 15, 2015 |
Common Stock | |||||||||
Total number of authorized shares of common stock that may be issued | 650,000,000 | ||||||||
Authorized shares of common stock, par value | $ 0.0001 | ||||||||
Issued shares of restricted common stock to then President | 500,000 | 250,000 | 250,000 | 250,000 | |||||
Issued shares of restricted common stock to then President, value of shares | 40,000 | 100,000 | 100,000 | 100,000 | |||||
Issued shares of restricted common stock to then President, for cash | $ 500 | $ 250 | $ 250 | $ 250 | |||||
Additional paid in capital reduced by the amount | $ 49,500 | $ 24,750 | $ 24,750 | $ 24,750 | |||||
Shares of Company's issued and outstanding common stock cancelled by the certificate holder | 4,966,667 | ||||||||
Total issued and outstanding shares of common stock was reduced | 26,176,334 | ||||||||
Issued shares of restricted common stock in accordance with a certain Asset Purchase Agreement | 1,500,000 | ||||||||
Issued shares of restricted common stock in accordance with a certain Asset Purchase Agreement, value | $ 150,000 | ||||||||
Shares of Common Stock issued to Kensington Marketing canceled | 1,500,000 | ||||||||
Company returned "Stay Hydrated" application acquired in exchange for the shares | 1,500,000 | ||||||||
Amount of principal converted | $ 3,900 | ||||||||
Amount of principal converted into shares of the Company's common stock | 1,300,000 | ||||||||
Amount of principal converted into shares of the Company's common stock at rate per share | $ 0.003 | ||||||||
Series A Voting Preferred Shares | |||||||||
Creation of shares of Series A Voting Preferred Stock authorized | 1,000 |
Stock Options (Narrative) (Deta
Stock Options (Narrative) (Details) | 12 Months Ended | |
Jan. 31, 2016USD ($)shares | Jan. 31, 2015USD ($)shares | |
Stock Options (Narrative) Details | ||
Total options granted to purchase common stock shares | shares | 6,500,000 | 6,500,000 |
Total amount recorded as deferred compensation | $ 2,665,000 | |
Amount expensed on the options granted during the period | 153,750 | $ 205,000 |
Remaining deferred compensation | $ 0 | $ 153,250 |
All outstanding stock options expired if unexercised thereafter (in days) | 90 |
Employee Stock Option Plan Opti
Employee Stock Option Plan Options Outstanding (Details) | 12 Months Ended |
Jan. 31, 2016USD ($)$ / sharesshares | |
Exercise Price | |
ESOP Options Outstanding, Exercise Price | $ 0.10 |
ESOP Options Outstanding, Exercise Price | $ 0.25 |
Number of Shares | |
ESOP Options Outstanding, Number of shares | shares | 5,000,000 |
ESOP Options Outstanding, Number of shares | shares | 1,500,000 |
ESOP Options Outstanding, Total Number of shares | shares | 6,500,000 |
Remaining Contractual Life (in years) | |
ESOP Options Outstanding, Remaining Life (in years) | 1.60 |
ESOP Options Outstanding, Remaining Life (in years) | 1.60 |
Exercise Price times Number of Shares | |
ESOP Options Outstanding, Exercise Price times Number of Shares | $ | $ 500,000 |
ESOP Options Outstanding, Exercise Price times Number of Shares | $ | 375,000 |
ESOP Options Outstanding, Exercise Price times Number of Shares Total | $ | $ 875,000 |
Weighted Average Exercise Price | |
ESOP Options Outstanding, Weighted Avg Exercise Price | $ 0.10 |
ESOP Options Outstanding, Weighted Avg Exercise Price | 0.25 |
ESOP Options Outstanding, Weighted Avg Exercise Price | $ 0.20 |
Employee Stock Option Plan Op37
Employee Stock Option Plan Options Activity (Details) | 12 Months Ended |
Jan. 31, 2016$ / sharesshares | |
Number of Shares (Options Activity) | |
Outstanding at January 31, 2015 | 6,500,000 |
Issued | 0 |
Exercised | 0 |
Expired / Cancelled | 0 |
Outstanding at January 31, 2016 | 6,500,000 |
Weighted Average Exercise Price (Options Activity) | |
Outstanding at January 31, 2015 | $ / shares | $ 0.20 |
Outstanding at January 31, 2016 | $ / shares | $ 0.20 |
Restricted Stock Awards (Narrat
Restricted Stock Awards (Narrative) (Details) | Jan. 31, 2016USD ($)shares | Nov. 01, 2015USD ($)shares | Jan. 31, 2015shares | Nov. 15, 2014USD ($)$ / sharesshares | Feb. 15, 2014USD ($)$ / sharesshares |
Restricted Stock Awards (Narrative) Details | |||||
Awarded right to purchase shares of restricted common stock to then President (the "Restricted Stock Units", "RSUs") | shares | 1,000,000 | 400,000 | |||
Awarded right to purchase shares of restricted common stock to then President at per share price (the "2013 Stock Award") | $ / shares | $ 0.001 | ||||
The 2013 Stock Award valued | $ | $ 640,000 | ||||
Number of RSUs per vesting period | shares | 250,000 | 100,000 | |||
Awarded right to purchase shares of restricted common stock to then President at per share price (the "2014 Stock Award") | $ / shares | $ 0.001 | ||||
The 2014 Stock Award valued | $ | $ 400,000 | ||||
Compensation under Employment Agreement with its then President per year | $ | $ 36,000 | ||||
Term of the Employment Agreement (in years) | 1 | ||||
Right to purchase shares of the Company's common stock at par under the Employment Agreement | shares | 2,000,000 | ||||
Number of shares per vesting period | shares | 500,000 | ||||
Amount recorded as deferred compensation to be amortized over the next 9 months | $ | $ 160,000 | ||||
Total Restricted Stock Units awarded | shares | 2,000,000 | 1,400,000 | |||
Total amount recorded as deferred compensation | $ | $ 1,200,000 |
Restricted Stock Awards (Narr39
Restricted Stock Awards (Narrative) - During the period (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Restricted Stock Awards (Narrative) - During the period Details | ||
Deferred compensation recorded during the period fully expensed in the current year | $ 640,000 | |
RSUs vested through January 31, 2015 | 400,000 | |
Deferred compensation recorded during the period | $ 340,000 | $ 740,000 |
Restricted Stock Units awarded
Restricted Stock Units awarded (Details) | 12 Months Ended |
Jan. 31, 2016$ / sharesshares | |
Number of RSUs | |
Outstanding at January 31, 2014 | shares | 0 |
Awarded | shares | 1,400,000 |
Exercised / Vested | shares | (650,000) |
Expired / Cancelled | shares | 0 |
Outstanding at January 31, 2015 | shares | 750,000 |
Awarded | shares | 2,000,000 |
Exercised / Vested | shares | (1,250,000) |
Expired / Cancelled | shares | 1,500,000 |
Outstanding at January 31, 2016 | shares | 0 |
Weighted Average Exercise Price (Restricted Stock Units ) | |
Outstanding at January 31, 2014 | $ / shares | $ 0 |
Awarded | $ / shares | 0.001 |
Exercised / Vested | $ / shares | 0.001 |
Expired / Cancelled | $ / shares | 0 |
Outstanding at January 31, 2015 | $ / shares | 0.001 |
Awarded | $ / shares | 0.001 |
Exercised / Vested | $ / shares | 0.001 |
Expired / Cancelled | $ / shares | 0 |
Outstanding at January 31, 2016 | $ / shares | $ 0.001 |
Income Tax Reconciliation (Deta
Income Tax Reconciliation (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Income Tax Reconciliation Details | ||
Income (loss) before taxes | $ (907,216) | $ (1,090,336) |
Statutory rate | 34.00% | 34.00% |
Computed expected tax payable (recovery) | $ (308,450) | $ (370,600) |
Non-deductible expenses | 300 | 0 |
Change in valuation allowance | 308,150 | 370,600 |
Reported income taxes | $ 0 | $ 0 |
Components of Deferred income t
Components of Deferred income tax assets and liabilities (Details) - USD ($) | Jan. 31, 2016 | Jan. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carry forward | $ 3,300,650 | $ 2,990,600 |
Non-deductible expenses | 1,900 | 0 |
Less valuation allowance | (3,298,750) | (2,990,600) |
Net deferred tax asset | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) | Jun. 01, 2016USD ($)shares | May 16, 2016$ / sharesshares | May 09, 2016USD ($)$ / sharesshares | Apr. 06, 2016$ / sharesshares | Apr. 01, 2016$ / sharesshares | Mar. 22, 2016USD ($) | Mar. 18, 2016shares | Feb. 26, 2016shares | Feb. 01, 2016USD ($)shares |
Subsequent Events Details | |||||||||
Amount paid per month for marketing and administrative expertise | $ 1,000 | ||||||||
Term of the Consulting Agreement (in months) | 6 | ||||||||
Issued shares of restricted stock as additional compensation | shares | 100,000 | ||||||||
Shares of common stock canceled as part of a stock buyback program | shares | 1,000,000 | ||||||||
Issued shares of common stock to Mike Hogue | shares | 100,000 | ||||||||
Market value of common shares issued to Mike Hogue on date of contract | $ 250,000 | ||||||||
Term of lease (in years) | 2 | ||||||||
Monthly base rent for the period April 1, 2016 to March 31, 2017 | $ 526.50 | ||||||||
Monthly base rent increased to for the subsequent year ending March 31, 2018 | 552.83 | ||||||||
Operating costs for the first year of the lease estimated per month | 258.06 | ||||||||
Amount of security deposit remitted | $ 817.24 | ||||||||
Shares of common stock registered under 2016 Equity Incentive Plan | shares | 5,000,000 | ||||||||
Shares of common stock registered under 2016 Equity Incentive Plan, par value | $ / shares | $ 0.00001 | ||||||||
Issued shares of common stock in relation to consulting agreement with SDOI | shares | 1,375,000 | 1,200,000 | |||||||
Issued shares of common stock in relation to consulting agreement with SDOI, value per share | $ / shares | $ 0.01 | $ 0.01 | |||||||
Issued shares of common stock to an unrelated third party | shares | 596,884 | ||||||||
Assignment of the remaining balance of a convertible note in the principal | $ 96,100 | ||||||||
Initial conversion terms of the note (per share) | $ / shares | $ 0.003 | ||||||||
Amended conversion terms of the note (percent discount to market based on the date) | 40.00% | ||||||||
Shares were issued in full settlement of the principal value of the note, per share | $ / shares | $ 0.161 | ||||||||
SDOI will not be issued Series A Preferred Stock initially equal to the current total authorized common shares outstanding | shares | 650,000,000 | ||||||||
Standard monthly fee under Technology Licensing and Marketing Agreement | $ 35,000 |
Subsequent Events - During the
Subsequent Events - During the period (Details) | 4 Months Ended |
May 31, 2016USD ($) | |
Subsequent Events - During the period Details | |
Company received additional invoices for advertising services which shall be settled by issuance of S-8 shares per the terms | $ 400,326 |