Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 31, 2016 | Sep. 14, 2016 | |
Document and Entity Information: | ||
Entity Registrant Name | ECO SCIENCE SOLUTIONS, INC. | |
Entity Central Index Key | 1,490,873 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 | |
Document Type | 10-Q | |
Document Period End Date | Jul. 31, 2016 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 31,748,233 |
Balance Sheets
Balance Sheets - USD ($) | Jul. 31, 2016 | Jan. 31, 2016 |
Current assets | ||
Cash | $ 60 | $ 6,706 |
Prepaid expenses | 817 | |
Total current assets | 877 | 6,706 |
Property and equipment, net | 2,011 | |
TOTAL ASSETS | 2,888 | 6,706 |
Current liabilities | ||
Accounts payable and accrued expenses | 115,462 | 67,173 |
Related party payable | 157,941 | 18,333 |
Notes payable, short-term, related party | 30,000 | |
Note payable | 42,490 | |
Notes payable, convertible | 136,350 | 232,450 |
Notes payable, short-term, related party, convertible | 251,045 | 251,045 |
Liabilities for allocated and unissued shares | 1,351,011 | 147,510 |
Total current liabilities | 2,084,299 | 716,511 |
Long term liabilities | ||
Notes payable-convertible-related party, net of unamortized discount | 50,400 | 46,710 |
Total long term liabilities | 50,400 | 46,710 |
Total liabilities | 2,134,699 | 763,221 |
Stockholders' deficit | ||
Preferred stock, $.001 par, 50,000,000 shares authorized, none issued and outstanding at January 31, 2016 and January 31, 2015, respectively | ||
Common stock, $0.0001 par, 650,000,000 shares authorized, 31,498,233 shares issued and 30,498,233 outstanding at July 31, 2016 and 28,226,349 issued and outstanding at January 31, 2016 | 3,150 | 2,822 |
Treasury stock (1,000,000 shares issued at a cost of $0.0075 per share) | (7,500) | |
Additional paid in capital, common, and deferred compensation | 9,279,777 | 9,133,256 |
Accumulated deficit | (11,407,238) | (9,892,593) |
Total stockholders' deficit | (2,131,811) | (756,515) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 2,888 | $ 6,706 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jul. 31, 2016 | Jan. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 650,000,000 | 650,000,000 |
Common stock, shares issued | 31,498,233 | 28,226,349 |
Common stock, shares outstanding | 30,498,233 | 28,226,349 |
Treasury stock, par value | $ 0.0075 | |
Treasury stock, shares issued | 1,000,000 |
Income Statement (Unaudited)
Income Statement (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2016 | Jul. 31, 2015 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Cost of revenues | ||||
Gross profit | ||||
Depreciation | 188 | 251 | ||
Legal, accounting and audit fees | 47,423 | 3,500 | 58,214 | 9,502 |
Management and consulting fees | 68,512 | 10,300 | 147,767 | 14,800 |
Research, development, and promotion | 69,500 | 174,500 | ||
Transfer agent and filing fees | 1,015 | 110 | 2,410 | 1,746 |
Office supplies and other general expenses | 29,146 | 4,592 | 43,202 | 6,483 |
Advertising and marketing | 412,786 | 691,309 | ||
Amortization of stock options | 151,250 | 302,500 | ||
Net operating loss | 628,570 | 169,752 | 1,117,653 | 335,031 |
Net operating loss | (628,570) | (169,752) | (1,117,653) | (335,031) |
Other income (expenses) | ||||
Interest expense | (8,257) | (6,045) | (17,567) | (11,771) |
Loss on shares issued for services and fees | (217,267) | (379,425) | ||
Total other income (expenses) | (225,524) | (6,045) | (396,992) | (11,771) |
Net loss | $ (854,094) | $ (175,797) | $ (1,514,645) | $ (346,802) |
Net loss per common share - basic and diluted | $ (0.03) | $ (0.01) | $ (0.05) | $ (0.01) |
Weighted average common shares outstanding - basic and diluted | 30,200,712 | 30,936,479 | 29,041,411 | 30,855,708 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (1,514,645) | $ (346,802) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 251 | |
Loss on shares issued for services and fees | 379,425 | |
Stock based compensation | 25,000 | 302,500 |
Amortization of debt discount | 3,690 | |
Liabilities from unissued shares | 849,826 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (817) | |
Increase (decrease) in accounts payable and accrued expenses | 48,289 | 12,753 |
ncrease (decrease) in related party payables | 139,608 | (3,000) |
Net cash used in operating activities | (69,373) | (34,549) |
Net cash used in operating activities | ||
Purchase equipment | (2,263) | |
Net cash used in investing activities | (2,263) | |
Cash flows from financing activities: | ||
Proceeds from related party loans | 35,000 | 30,000 |
Repayment to related party loans | (5,000) | |
Subscription received | 250 | |
Note payable | 42,490 | |
Repurchase of common shares | (7,500) | |
Net cash provided by financing activities | 64,990 | 30,250 |
Net decrease in cash | (6,646) | (4,299) |
Cash-beginning of period | 6,706 | 13,322 |
Cash-end of period | 60 | 9,023 |
NON-CASH ACTIVITIES | ||
Shares issued for services and fees | 25,750 | |
SUPPLEMENTAL DISCLOSURES | ||
Interest paid | ||
Income taxes paid |
Nature of Business and Continua
Nature of Business and Continuance of Operations | 6 Months Ended |
Jul. 31, 2016 | |
Nature of Business and Continuance of Operations [Abstract] | |
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 ESSI’s initiatives. Additionally, the Company entered into an Asset Purchase Agreement with SDOI wherein the Company acquired a proprietary messaging and customer relationship management software platform from SDOI. On January 11, 2016, the Company’s Board of Directors (the “Board”) authorized the creation of 1,000 shares of Series A Voting Preferred Stock. The holder of the shares of the Series A Voting Preferred Stock has the right to vote those shares of the Series A Voting Preferred Stock regarding any matter or action that is required to be submitted to the shareholders of the Company for approval. The vote of each share of the Series A Voting Preferred Stock is equal to and counted as 10 times the votes of all of the shares of the Company’s (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval. The Series A Voting Preferred Stock will not be convertible into Common Stock. The Company agreed to issue 500,000 shares of common stock as consideration for the Asset Purchase Agreement with SDOI, and further to settle all invoices received for services rendered as well as advertising fees incurred by way of issuance of common stock at a 30% discount to market as S-8 shares (ref: Note 3) 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 Company’s 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 July 31, 2016, the Company had a working capital deficit of $2,083,422 and an accumulated deficit of $11,407,238. 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 Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jul. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Financial Statements Presented The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the six months ended July 31, 2016, are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2017. For further information, refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K/A for the fiscal year ended January 31, 2016 as filed with the Securities and Exchange Commission on June 20 2016. Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation. 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 July 31, 2016 and January 31, 2015, respectively, the Company had cash, but no cash equivalents. Property and Equipment Property and equipment are recorded at cost. Depreciation and amortization on property and equipment are determined using the straight-line method over the three to five year estimated useful lives of the assets. Technology 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 $691,309 during the six month ended July 31, 2016 and $Nil in the same period ended July 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 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 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 June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard will be effective for the Company beginning January 1, 2020, with early application permitted. This standard is not expected to have a material impact on our financial position, results of operations or statement of cash flows upon adoption. In March 2016, the FASB issued ASU No. 2016-09, Compensation — Stock Compensation: Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires the lessee to recognize assets and liabilities for leases with lease terms of more than twelve months. For leases with a term of twelve months or less, the Company is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. Further, the lease requires a finance lease to recognize both an interest expense and an amortization of the associated expense. Operating leases generally recognize the associated expense on a straight line basis. ASU 2016-02 requires the Company to adopt the standard using a modified retrospective approach and adoption beginning on January 1, 2019. 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 has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jul. 31, 2016 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3: PROPERTY AND EQUIPMENT Cost $ 2,262 Accumulated Depreciation (251 ) Balance, July 31, 2016 $ 2.011 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jul. 31, 2016 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | NOTE 4: INTANGIBLE ASSETS 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 ESSI’s initiatives. Additionally, the Company entered into an Asset Purchase Agreement with SDOI wherein the Company acquired a proprietary messaging and customer relationship management software platform from SDOI. Under the terms of the agreements, the Company will issue to SDOI 1,000 shares of the Company’s 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. On June 1, 2016, the Company and SDOI entered into a further amendment to the terms of the aforementioned agreements , which provided for the following: (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 billed separately from the $35,000 standard monthly fee 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). As of January 31, 2016, Series A Voting Preferred Stock had not yet been issued and $35,500 remained on the balance sheets as liabilities for issuance of shares. As of July 31, 2016, 1,000 Series A Voting Preferred Stock was reversed and $nil remained on the balance sheets as liabilities for issuance of shares. 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 1 st 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 Company’s 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 July 31, 2016 and January 31, 2016, liabilities for issuance of shares. During the six months ended July 31, 2016 the Company received invoices for advertising services from SDOI totaling $675,326 and further received invoices for monthly project and planned technical development/maintenance, production and staging server administration, ongoing marketing services and monthly advertising management services totaling a cumulative $210,000. The Company determined the value of the shares issuable to settle the total amounts invoiced ($885,326) at a 30% discount to fair market value on the settlement date and recorded a loss of the aforementioned agreements |
Prepaid Expenses
Prepaid Expenses | 6 Months Ended |
Jul. 31, 2016 | |
Prepaid Expenses [Abstract] | |
PREPAID EXPENSES | NOTE 5: PREPAID EXPENSES Prepaid expenses consist of the following: July 31, 2016 January 31, 2016 Office lease – Security deposits $ 817 $ - Total prepaid expense $ 817 $ - |
Notes Payable and Convertible N
Notes Payable and Convertible Note | 6 Months Ended |
Jul. 31, 2016 | |
Notes Payable and Convertible Note [Abstract] | |
NOTES PAYABLE AND CONVERTIBLE NOTE | NOTE 6: NOTES PAYABLE AND CONVERTIBLE NOTE Note 1 Note 2 Note 3 Total Balance, January 31, 2016 $ 232,450 $ - $ - $ 232,450 Changes: Converted to shares (96,100 ) - - (96,100 ) Additions - 27,560 14,930 42,490 Balance, July 31, 2016 $ 136,350 $ 27,560 $ 14,930 $ 178,840 Note 1: 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. As of July 31, 2016 an unsecured convertible promissory note in the remaining sum of $136,350 (January 31, 2016 - $232,450). The note bears interest at a rate of 6% per annum, is due January 31, 2017, and is convertible into the Company’s common stock at a rate of $0.003 per share. As of July 31, 2016 and January 31, 2016, the Company has accrued $50,311 and $44,680, respectively, as interest on the convertible note payable Note 2: During the six month period ended July 31, 2016, the Company received an accumulated amount of $27,560 from a third party. The note bears interest at a rate of 1% per annum, and is due three months from issue date. As of July 31, 2016, the Company has accrued $40, as interest on the convertible note payable. Note 3: During the six month period ended July 31, 2016, the Company received an accumulated amount of $14,930 from a third party. The note bears interest at a rate of 1% per annum, and is due in three months from issue date. As of July 31, 2016 the Company has accrued $29 as interest on the convertible note payable. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jul. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7: RELATED PARTY TRANSACTIONS As of July 31, 2016 and January 31, 2016, related parties are due a total of $489,386 and $316,088, respectively. July 31, 2016 January 31, 2016 Related party payable compensation (2) $ 157,941 $ 18,333 Notes payable (4) 30,000 - Convertible notes payable for cash proceeds received (1) 251,045 251,045 Convertible notes payable for unpaid compensation (3) 59,000 59,000 Less: unamortized discount (3) (8,600 ) (12,290 ) Total convertible notes payable, net of unamortized discount 301,445 297,755 Total related party loans 334,600 297,755 Total related party transactions $ 489,386 $ 316,088 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) (8,600 ) Note Payable, net of unamortized discount $ 50,400 (1) As of July 31, 2016 and January 31, 2016, a company controlled by the Company’s former Chairman of the Board was due a principal balance of $251,045 in respect to a demand convertible note payable. During the six months ended July 31, 2016 the Company has accrued $6,259 with respect to the aforementioned note payable. (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 Company’s actual or proposed business activities and which are created, designed or conceived, developed or made by the Executive during the Executive’s past or future employment by the Company or any Affiliates, or any predecessor thereof (“Work Product”), belong to the Company, or its Affiliates, as applicable. During the six months ended July 31, 2016 the Company accrued management fees in the amount of $57,500 to Mr. Jeffery Taylor and $52,500 to Mr. Don Lee Taylor. During the six months ended July 31, 2016 the Company reimbursed a total of $10,229 to Mr. Jeffery Taylor and $19,226 to Mr. Don Lee Taylor. As of July 31, 2016, there remained a total of $157,788 on the balance sheets as related party accounts payable ($18,333 – January 31, 2016). (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 July 31, 2016, the Company expensed $3,690 as amortization of the debt discount which is included as interest expense. As of July 31, 2016, $8,600 of unamortized discount remains, and will be amortized over the next 14 months. (4) On February 17, 2016 the Company issued promissory notes to Mr. Jeffery Taylor, CEO, in the amount of $17,500 and to Mr. Don Lee Taylor, CFO, in the amount of $17,500, respectively. The notes bear interest at a rate of 1% per annum, maturing on August 17, 2016. During the six month period ended July 31, 2016, the company repaid $2,500 to Mr. Jeffery Taylor and $2,500 to Mr. Don Lee Taylor. As of July 31, 2016, the Company has accrued $153 as interest with respect to the above notes. |
Common Stock
Common Stock | 6 Months Ended |
Jul. 31, 2016 | |
Common Stock [Abstract] | |
COMMON STOCK | NOTE 8: 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 February 26, 2016 the Company purchased back and cancelled 1,000,000 shares of common stock for $7,500 as part of its ongoing Share Buyback program. The shares are reflected as Treasury shares on the Company’s balance sheet. On March 18, 2016 the Company issue 100,000 shares of restricted stock to consultant Mike Hogue in respect to agreement for certain marketing and administrative services. The shares were valued at market on the date of the contract, February 1, 2016, for a total of $250,000 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 9, 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. As of July 31, 2016, 31,498,233 shares were issued and 30,498,233 shares were outstanding, and as of January 31, 2016, 28,226,349 shares of the Company’s common stock were issued and outstanding. A further 7,528,222 shares have been allocated for issuance under the terms of agreements with SDOI (ref: Note 3) but remain unissued as at July 31, 2016. Series A Voting Preferred Shares On January 11, 2016, the Company’s Board of Directors (the “Board”) authorized the creation of 1,000 shares of Series A Voting Preferred Stock. The holder of the shares of the Series A Voting Preferred Stock has the right to vote those shares of the Series A Voting Preferred Stock regarding any matter or action that is required to be submitted to the shareholders of the Company for approval. The vote of each share of the Series A Voting Preferred Stock is equal to and counted as 10 times the votes of all of the shares of the Company’s (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval. The Series A Voting Preferred Stock will not be convertible into Common Stock. As of July 31, 2016 and January 31, 2016, no Series A Voting Preferred Shares were issued. |
Stock Options
Stock Options | 6 Months Ended |
Jul. 31, 2016 | |
Stock Options [Abstract] | |
STOCK OPTIONS | NOTE 9: STOCK OPTIONS The following table represents the number of options currently outstanding under the 2012 Employee Stock Option Plan: Options Activity Weighted Number Average of Shares Exercise Price Outstanding at January 31, 2016 6,500,000 $ 0.20 Issued - - Exercised - - Expired / Cancelled (6,500,000) 0.20 Outstanding at July 31, 2016 - $ - 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, and has been expensed during the fiscal year ended January 31, 2016 and 2015. During the six-month period ended July 31, 2016, 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. |
Commitments
Commitments | 6 Months Ended |
Jul. 31, 2016 | |
Commitments [Abstract] | |
COMMITMENTS | NOTE 10: COMMITMENTS 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 in respect of the lease. Further our officers and directors have executed a personal guarantee in respect of the aforementioned lease agreement. |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 31, 2016 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 11: INCOME TAXES Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. Operating loss carry-forwards generated during the period from December 8, 2009 (date of inception) through July 31, 2016 of approximately $10,385,616, will begin to expire in 2029. The Company applies a statutory income tax rate of 34%. Accordingly, deferred tax assets related to net operating loss carry-forwards total approximately $3,685,800 at July 31, 2016. For the six months’ period ended July 31, 2016 and 2015 the valuation allowance increased by approximately $386,000 and $118,000, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jul. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12: SUBSEQUENT EVENTS Subsequent to the period ended July 31, 2016, the Company received various short term loans from an unrelated third party totaling $28,620, each bearing interest at a rate of 1% per annum and due and payable three months from the respective issue dates. Subsequent to July 31, 2016 the Company issued a total of 1,250,000 shares of common stock valued at $0.01 per share in relation to a consulting agreement with SDOI. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Financial Statements Presented | Financial Statements Presented The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the six months ended July 31, 2016, are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2017. For further information, refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K/A for the fiscal year ended January 31, 2016 as filed with the Securities and Exchange Commission on June 20 2016. Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation. |
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 Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of purchase to be cash equivalents. As of July 31, 2016 and January 31, 2015, respectively, the Company had cash, but no cash equivalents. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation and amortization on property and equipment are determined using the straight-line method over the three to five year estimated useful lives of the assets. |
Technology 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 | Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and were $691,309 during the six month ended July 31, 2016 and $Nil in the same period ended July 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 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 |
Cost of Revenue | 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 | 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 June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard will be effective for the Company beginning January 1, 2020, with early application permitted. This standard is not expected to have a material impact on our financial position, results of operations or statement of cash flows upon adoption. In March 2016, the FASB issued ASU No. 2016-09, Compensation — Stock Compensation: Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires the lessee to recognize assets and liabilities for leases with lease terms of more than twelve months. For leases with a term of twelve months or less, the Company is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. Further, the lease requires a finance lease to recognize both an interest expense and an amortization of the associated expense. Operating leases generally recognize the associated expense on a straight line basis. ASU 2016-02 requires the Company to adopt the standard using a modified retrospective approach and adoption beginning on January 1, 2019. 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 has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jul. 31, 2016 | |
Property and Equipment [Abstract] | |
Schedule of property plant and equipment | Cost $ 2,262 Accumulated Depreciation (251 ) Balance, July 31, 2016 $ 2.011 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 6 Months Ended |
Jul. 31, 2016 | |
Prepaid Expenses [Abstract] | |
Schedule of prepaid expenses | July 31, 2016 January 31, 2016 Office lease – Security deposits $ 817 $ - Total prepaid expense $ 817 $ - |
Notes Payable and Convertible21
Notes Payable and Convertible Note (Tables) | 6 Months Ended |
Jul. 31, 2016 | |
Notes Payable and Convertible Note [Abstract] | |
Schedule of notes payable and convertible note | Note 1 Note 2 Note 3 Total Balance, January 31, 2016 $ 232,450 $ - $ - $ 232,450 Changes: Converted to shares (96,100 ) - - (96,100 ) Additions - 27,560 14,930 42,490 Balance, July 31, 2016 $ 136,350 $ 27,560 $ 14,930 $ 178,840 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jul. 31, 2016 | |
Related Party Transaction [Line Items] | |
Schedule of related party transactions | July 31, 2016 January 31, 2016 Related party payable compensation (2) $ 157,941 $ 18,333 Notes payable (4) 30,000 - Convertible notes payable for cash proceeds received (1) 251,045 251,045 Convertible notes payable for unpaid compensation (3) 59,000 59,000 Less: unamortized discount (3) (8,600 ) (12,290 ) Total convertible notes payable, net of unamortized discount 301,445 297,755 Total related party loans 334,600 297,755 Total related party transactions $ 489,386 $ 316,088 (1) As of July 31, 2016 and January 31, 2016, a company controlled by the Company’s former Chairman of the Board was due a principal balance of $251,045 in respect to a demand convertible note payable. (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 Company’s actual or proposed business activities and which are created, designed or conceived, developed or made by the Executive during the Executive’s past or future employment by the Company or any Affiliates, or any predecessor thereof (“Work Product”), belong to the Company, or its Affiliates, as applicable. (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 July 31, 2016, the Company expensed $3,690 as amortization of the debt discount which is included as interest expense. As of July 31, 2016, $8,600 of unamortized discount remains, and will be amortized over the next 14 months. (4) On February 17, 2016 the Company issued promissory notes to Mr. Jeffery Taylor, CEO, in the amount of $17,500 and to Mr. Don Lee Taylor, CFO, in the amount of $17,500, respectively. The notes bear interest at a rate of 1% per annum, maturing on August 17, 2016. During the six month period ended July 31, 2016, the company repaid $2,500 to Mr. Jeffery Taylor and $2,500 to Mr. Don Lee Taylor. |
Unsecured convertible promissory notes [Member] | |
Related Party Transaction [Line Items] | |
Schedule of related party transactions | 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) (8,600 ) Note Payable, net of unamortized discount $ 50,400 (1) As of July 31, 2016 and January 31, 2016, a company controlled by the Company’s former Chairman of the Board was due a principal balance of $251,045 in respect to a demand convertible note 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 July 31, 2016, the Company expensed $3,690 as amortization of the debt discount which is included as interest expense. As of July 31, 2016, $8,600 of unamortized discount remains, and will be amortized over the next 14 months. |
Stock Options (Tables)
Stock Options (Tables) | 6 Months Ended |
Jul. 31, 2016 | |
Stock Options [Abstract] | |
Schedule of stock options activity | Options Activity Weighted Number Average of Shares Exercise Price Outstanding at January 31, 2016 6,500,000 $ 0.20 Issued - - Exercised - - Expired / Cancelled (6,500,000) 0.20 Outstanding at July 31, 2016 - $ - |
Nature of Business and Contin24
Nature of Business and Continuance of Operations (Details) - USD ($) | Jan. 11, 2016 | Jan. 04, 2016 | Jan. 31, 2016 | Aug. 31, 2015 | Jul. 31, 2016 |
Common stock issued, value | $ 3,500 | $ 3,500 | $ 3,500 | ||
Common stock issued, shares | 500,000 | 500,000 | |||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||
Working capital deficit | $ 2,083,422 | ||||
Accumulated deficit | $ (9,892,593) | $ (11,407,238) | |||
Kensington Marketing [Member] | |||||
Common stock issued, value | $ 150,000 | ||||
Common stock issued, shares | 1,500,000 | ||||
Cancellation of stock | 1,500,000 | ||||
Exchange of shares, description | The Company acquired in exchange for the 1,500,000 shares. | ||||
SDOI [Member] | |||||
Common stock issued, shares | 500,000 | ||||
Discount on stock issuance | 30.00% | ||||
SDOI [Member] | Series A Voting Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 1,000 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2016 | Jul. 31, 2015 | Jan. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||||
Advertising and marketing costs | $ 412,786 | $ 691,309 | |||
Impairment of long-lived assets | $ 3,500 | ||||
Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful lives of property and equipment | 5 years | ||||
Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful lives of property and equipment | 3 years |
Property and Equipment (Details
Property and Equipment (Details) | Jul. 31, 2016USD ($) |
Property and Equipment [Abstract] | |
Cost | $ 2,262 |
Accumulated Depreciation | (251) |
Balance, July 31, 2016 | $ 2,011 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Jun. 01, 2016 | Jan. 11, 2016 | Jan. 04, 2016 | Jan. 01, 2016 | Jan. 31, 2016 | Jul. 31, 2016 | Jul. 31, 2015 |
Intangible Assets [Line Items] | |||||||
Common stock shares issued to SDOI | 500,000 | 500,000 | |||||
Common stock, shares authorized | 650,000,000 | 650,000,000 | |||||
Common stock, shares outstanding | 28,226,349 | 30,498,233 | |||||
Monthly fee | $ 35,000 | $ 35,000 | $ 30,000 | ||||
Aforemention agreement, Description | (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 billed separately from the $35,000 standard monthly fee 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). | ||||||
Common stock issued, value | $ 3,500 | $ 3,500 | $ 3,500 | ||||
Impairment loss | $ 3,500 | ||||||
Advertising services | 675,326 | ||||||
Management services | 210,000 | ||||||
Total amounts invoiced | $ (885,326) | ||||||
Discount to fair market value | 30.00% | ||||||
Loss of shares issuable | $ 379,425 | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Liability for issuance of common stock | $ (108,510) | ||||||
Fair market value | $ 3,500 | ||||||
Aforementioned agreements [Member] | |||||||
Intangible Assets [Line Items] | |||||||
Common stock shares issued to SDOI | 2,575,000 | ||||||
Common stock issued, value | $ 1,347,511 | ||||||
Common stock, par value | $ 0.01 | ||||||
Series A Voting Preferred Stock [Member] | |||||||
Intangible Assets [Line Items] | |||||||
Common stock shares issued to SDOI | 1,000 | 1,000 | 1,000 | ||||
Marketing expense | $ 35,500 | ||||||
Description of voting rights | (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. | ||||||
Common stock issued, value | $ 35,500 |
Prepaid Expenses (Details)
Prepaid Expenses (Details) - USD ($) | Jul. 31, 2016 | Jan. 31, 2016 |
Prepaid Expenses [Abstract] | ||
Office lease - Security deposits | $ 817 | |
Total prepaid expense | $ 817 |
Notes Payable and Convertible29
Notes Payable and Convertible Note (Details) | 6 Months Ended |
Jul. 31, 2016USD ($) | |
Short-term Debt [Line Items] | |
Balance, January 31, 2016 | $ 232,450 |
Changes: | |
Converted to shares | (96,100) |
Additions | 42,490 |
Balance, July 31, 2016 | 136,350 |
Note 1 [Member] | |
Short-term Debt [Line Items] | |
Balance, January 31, 2016 | 232,450 |
Changes: | |
Converted to shares | (96,100) |
Additions | |
Balance, July 31, 2016 | 136,350 |
Note 2 [Member] | |
Short-term Debt [Line Items] | |
Balance, January 31, 2016 | |
Changes: | |
Additions | 27,560 |
Balance, July 31, 2016 | 27,560 |
Note 3 [Member] | |
Short-term Debt [Line Items] | |
Balance, January 31, 2016 | |
Changes: | |
Additions | 14,930 |
Balance, July 31, 2016 | $ 14,930 |
Notes Payable and Convertible30
Notes Payable and Convertible Note (Details Textual) - USD ($) | May 09, 2016 | Jan. 04, 2016 | Jan. 31, 2016 | Jul. 31, 2016 |
Notes Payable and Convertible Note (Textual) | ||||
Principal amount | $ (96,100) | |||
Common stock issued, shares | 500,000 | 500,000 | ||
Accumulated amount | 42,490 | |||
Note 1 [Member] | ||||
Notes Payable and Convertible Note (Textual) | ||||
Principal amount | (96,100) | |||
Unsecured convertible promissory note | $ 232,450 | $ 136,350 | ||
Conversion price per share | $ 0.003 | |||
Interest bears rate | 6.00% | |||
Due date | Jan. 31, 2017 | |||
Accrued interest on convertible note payable | $ 44,680 | $ 50,311 | ||
Accumulated amount | ||||
Note 2 [Member] | ||||
Notes Payable and Convertible Note (Textual) | ||||
Interest bears rate | 1.00% | |||
Accrued interest on convertible note payable | $ 40 | |||
Accumulated amount | $ 27,560 | |||
Note 3 [Member] | ||||
Notes Payable and Convertible Note (Textual) | ||||
Interest bears rate | 1.00% | |||
Accrued interest on convertible note payable | $ 29 | |||
Accumulated amount | $ 14,930 | |||
Unrelated third party [Member] | ||||
Notes Payable and Convertible Note (Textual) | ||||
Principal amount | $ 96,100 | |||
Common stock issued, shares | 596,884 | |||
Conversion of stock, description | 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 $0.161 per share. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jul. 31, 2016 | Jan. 31, 2016 | |
Related Party Transaction [Line Items] | |||
Convertible notes payable for cash proceeds received | $ 50,400 | $ 46,710 | |
Less: unamortized discount | (8,600) | (12,290) | |
Total related party transactions | 489,386 | 316,088 | |
Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Related party payable compensation | [1] | 157,941 | 18,333 |
Notes payable | [2] | 30,000 | |
Convertible notes payable for cash proceeds received | [3] | 251,045 | 251,045 |
Convertible notes payable for unpaid compensation | [4] | 59,000 | 59,000 |
Less: unamortized discount | [4] | (8,600) | (12,290) |
Total convertible notes payable, net of unamortized discount | 301,445 | 297,755 | |
Total related party loans | 334,600 | 297,755 | |
Total related party transactions | $ 489,386 | $ 316,088 | |
[1] | 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 Company's actual or proposed business activities and which are created, designed or conceived, developed or made by the Executive during the Executive's past or future employment by the Company or any Affiliates, or any predecessor thereof ("Work Product"), belong to the Company, or its Affiliates, as applicable. During the six months ended July 31, 2016 the Company accrued management fees in the amount of $57,500 to Mr. Jeffery Taylor and $52,500 to Mr. Don Lee Taylor. During the six months ended July 31, 2016 the Company reimbursed a total of $10,229 to Mr. Jeffery Taylor and $19,226 to Mr. Don Lee Taylor. As of July 31, 2016, there remained a total of $157,788 on the balance sheets as related party accounts payable ($18,333 January 31, 2016). | ||
[2] | On February 17, 2016 the Company issued promissory notes to Mr. Jeffery Taylor, CEO, in the amount of $17,500 and to Mr. Don Lee Taylor, CFO, in the amount of $17,500, respectively. The notes bear interest at a rate of 1% per annum, maturing on August 17, 2016. During the six month period ended July 31, 2016, the company repaid $2,500 to Mr. Jeffery Taylor and $2,500 to Mr. Don Lee Taylor. As of July 31, 2016, the Company has accrued $153 as interest with respect to the above notes. | ||
[3] | As of July 31, 2016 and January 31, 2016, a company controlled by the Company's former Chairman of the Board was due a principal balance of $251,045 in respect to a demand convertible note payable. During the six months ended July 31, 2016 the Company has accrued $6,259 with respect to the aforementioned note payable. | ||
[4] | 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 July 31, 2016, the Company expensed $3,690 as amortization of the debt discount which is included as interest expense. As of July 31, 2016, $8,600 of unamortized discount remains, and will be amortized over the next 14 months. |
Related Party Transactions (D32
Related Party Transactions (Details 1) - USD ($) | 6 Months Ended | ||
Jul. 31, 2016 | Jan. 31, 2016 | ||
Related Party Transaction [Line Items] | |||
Note Payable | $ 50,400 | $ 46,710 | |
Less: unamortized discount | (8,600) | $ (12,290) | |
Note payable [Member] | |||
Related Party Transaction [Line Items] | |||
Less: unamortized discount | [1] | (8,600) | |
Note Payable, net of unamortized discount | 50,400 | ||
Note payable one [Member] | |||
Related Party Transaction [Line Items] | |||
Note Payable | [2] | $ 251,045 | |
Interest Rate | [2] | 5.00% | |
Conversion Rate | [2] | FMV | |
Maturity Date | [2] | On demand with 90 days written notice | |
Note payable two [Member] | |||
Related Party Transaction [Line Items] | |||
Note Payable | [1] | $ 59,000 | |
Interest Rate | [1] | 6.00% | |
Conversion Rate | [1] | 80% of FMV | |
Maturity Date | [1] | 10/01/2017 | |
[1] | 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 July 31, 2016, the Company expensed $3,690 as amortization of the debt discount which is included as interest expense. As of July 31, 2016, $8,600 of unamortized discount remains, and will be amortized over the next 14 months. | ||
[2] | As of July 31, 2016 and January 31, 2016, a company controlled by the Company's former Chairman of the Board was due a principal balance of $251,045 in respect to a demand convertible note payable. During the six months ended July 31, 2016 the Company has accrued $6,259 with respect to the aforementioned note payable. |
Related Party Transactions (D33
Related Party Transactions (Details Textual) - USD ($) | Dec. 21, 2015 | Oct. 01, 2015 | Feb. 17, 2016 | Jul. 31, 2016 | Jul. 31, 2015 | Jan. 31, 2016 |
Related Party Transaction [Line Items] | ||||||
Demand convertible note payable | $ 50,400 | $ 46,710 | ||||
Accrued note payable | 6,259 | |||||
Debt conversion amount | (96,100) | |||||
Unamortized discount | 3,690 | |||||
Interest with respect to notes | 153 | |||||
Due to related party | 489,386 | 316,088 | ||||
Debt [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party accounts payable | 157,788 | |||||
Related party payable compensation | 18,333 | |||||
Interest rate | 1.00% | |||||
Maturity date | August 17, 2016 | |||||
Chairman [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Demand convertible note payable | 251,045 | $ 251,045 | ||||
Mr. Jeffery Taylor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Annual gross salary | $ 115,000 | |||||
Accrued management fees | 57,500 | |||||
Reimbursed of amount | 10,229 | |||||
Promissory notes issued, Amount | $ 17,500 | |||||
Repayments of debt | 2,500 | |||||
Mr. Don Lee Taylor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Annual gross salary | $ 105,000 | |||||
Accrued management fees | 52,500 | |||||
Reimbursed of amount | 19,226 | |||||
Promissory notes issued, Amount | $ 17,500 | |||||
Repayments of debt | 2,500 | |||||
Former President [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Convertible promissory note for unpaid compensation | $ 59,000 | |||||
Interest rate | 6.00% | |||||
Maturity date | October 1, 2017 | |||||
Debt conversion, Description | 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. | |||||
Debt conversion amount | $ 14,750 | |||||
Unamortized discount | $ 8,600 |
Common Stock (Details)
Common Stock (Details) - USD ($) | May 09, 2016 | Apr. 06, 2016 | Feb. 01, 2016 | Jan. 11, 2016 | Jan. 04, 2016 | Mar. 18, 2016 | Jan. 31, 2016 | Jul. 31, 2016 | Feb. 26, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock, shares authorized | 650,000,000 | 650,000,000 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Treasury stock, value | $ 7,500 | ||||||||
Treasury stock, shares | 1,000,000 | ||||||||
Common stock issued, shares | 500,000 | 500,000 | |||||||
Principal amount of convertible note | $ (96,100) | ||||||||
Common stock, shares issued | 28,226,349 | 31,498,233 | |||||||
Common stock, shares outstanding | 28,226,349 | 30,498,233 | |||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||||
Board of Directors [Member] | Series A Voting Preferred Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Preferred stock, shares authorized | 1,000 | ||||||||
Series A voting preferred stock, description | The vote of each share of the Series A Voting Preferred Stock is equal to and counted as 10 times the votes of all of the shares of the Company's (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval. | ||||||||
Common stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Treasury stock, value | $ 7,500 | ||||||||
Treasury stock, shares | 1,000,000 | ||||||||
SDOI [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock issued, shares | 7,528,222 | ||||||||
Unrelated third party [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock issued, shares | 596,884 | ||||||||
Principal amount of convertible note | $ 96,100 | ||||||||
Conversion of stock, description | 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. | ||||||||
Consulting Agreement [Member] | SDOI [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock issued, shares | 1,375,000 | 1,200,000 | |||||||
Common stock price per share | $ 0.01 | $ 0.01 | |||||||
Restricted Stock [Member] | Mike Hogue [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock issued for services | $ 250,000 | ||||||||
Common stock issued for services, shares | 100,000 |
Stock Options (Details)
Stock Options (Details) | 6 Months Ended |
Jul. 31, 2016$ / sharesshares | |
Stock Options [Abstract] | |
Number of Shares Outstanding at January 31, 2016 | shares | 6,500,000 |
Numberof Shares Issued | shares | |
Numberof Shares Exercised | shares | |
Number of Shares Expired / Cancelled | shares | (6,500,000) |
Number of Shares Outstanding at July 31, 2016 | shares | |
Weighted Average Exercise Price Outstanding at January 31, 2016 | $ / shares | $ 0.20 |
Weighted Average Exercise Price Issued | $ / shares | |
Weighted Average Exercise Price Exercised | $ / shares | |
Weighted Average Exercise Price Expired / Cancelled | $ / shares | 0.20 |
Weighted Average Exercise Price Outstanding at July 31, 2016 | $ / shares |
Stock Options (Details Textual)
Stock Options (Details Textual) - USD ($) | 12 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Stock Options [Abstract] | ||
Options granted to purchase of common stock | 6,500,000 | 6,500,000 |
Deferred compensation | $ 2,665,000 | $ 2,665,000 |
Term of stock options outstanding unexercised | 90 days |
Commitments (Details)
Commitments (Details) | 1 Months Ended |
Mar. 22, 2016USD ($) | |
Commitments [Abstract] | |
Lease term | 2 years |
Rental commitments, Description | 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. |
Monthly base rent | $ 526.50 |
Operating costs of lease | 258.06 |
Security deposit | $ 817 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 6 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Income Taxes (Textual) | ||
Income tax examination, description | Operating loss carry-forwards generated during the period from December 8, 2009 (date of inception) through July 31, 2016 of approximately $10,385,616, will begin to expire in 2029. | |
Operating loss carry-forwards | $ 10,385,616 | |
Statutory income tax rate | 34.00% | |
Deferred tax assets operating loss carry-forwards | $ 3,685,800 | |
Valuation allowance increased | $ 386,000 | $ 118,000 |
Operating loss carry-forwards, expiration date | Jan. 31, 2029 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jul. 31, 2016 | Jan. 31, 2016 |
Subsequent Events (Textual) | ||
Common stock, shares issued | 31,498,233 | 28,226,349 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Third Party [Member] | ||
Subsequent Events (Textual) | ||
Short term loans | $ 28,620 | |
Interest rate per annum | 1.00% | |
SDOI [Member] | ||
Subsequent Events (Textual) | ||
Common stock, shares issued | 1,250,000 | |
Common stock, par value | $ 0.01 |