UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2016
[ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from [ ] to [ ]
Commission file number 000-54803
ECO SCIENCE SOLUTIONS, INC. (Exact name of registrant as specified in its charter)
| | |
| Nevada | 46-4199032 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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| 1135 Makawao Avenue, Suite 103-188, Makawao, Hawaii | 96768 |
| (Address of principal executive offices) | (Zip Code) |
| | |
| Registrant's telephone number: | (800) 379-0226 |
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
| | | | |
| Non-accelerated filer | [ ] | Smaller reporting company | [X] |
| (Do not check if a smaller reporting company) | | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
31,748,233 Common Shares issued and outstanding as of September 14, 2016 EXPLANATORY NOTE
We are filing this Form 10-Q/A, Amendment No. 1, for the sole purpose of a revision to the cover page of our Form 10-Q for the six months ended July 31, 2016 (the “Original Form 10-Q”) as filed with the Securities and Exchange Commission on September 19, 2016 (the “Filing Date”). The Company has revised its disclosures in this Form 10-Q/A, Amendment No. 1, in order to accurately reflect that the Company is not a shell company as defined in Rule 12b-2 of the Exchange Act. The cover page as included herein inlcudes such disclosures, which were previously omitted from our cover page as originally filed.
Other than as set out above, this Amendment speaks as of the filing date of the Original Form 10-Q (the "Filing date"), does not reflect events that may have occurred subsequent to the Filing Date, and does not modify or update in any way disclosures made in the original Form 10-Q as filed on September 19, 2016.
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| Exhibit Number | Exhibit Description | Filed Previously | Filed herewith |
| 3.1 | Articles of Incorporation of Pristine Solutions Inc. (incorporated by reference to the Registrant’s registration statement on Form S-1 filed on May 4, 2010) | * | |
| 3.2 | Certificate of Amendment filed with the Nevada Secretary of State on January 29, 2010. (incorporated by reference to the Registrant’s registration statement on Form S-1 filed on May 4, 2010) | * | |
| 3.3 | Bylaws of Pristine Solutions Inc. (incorporated by reference to the Registrant’s registration statement on Form S-1 filed on May 4, 2010) | * | |
| 3.4 | Amended Articles of Incorporation/Certificate of Amendment filed with the Nevada Secretary of State on March 7, 2012 (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended January 31, 2012 filed July 31, 2012) | * | |
| 3.5 | Articles of Exchange filed with the Nevada Secretary of State on October 31, 2012 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed November 13, 2012) | * | |
| 3.6 | Certificate to accompany Restated Articles or Amended and Restated Articles (incorporated by reference to the Registrant’s Current Report on Form 8-K filed January 3, 2013) | * | |
| 3.7 | Certificate of Amendment to Articles of Incorporation for Nevada Profit Corporations (incorporated by reference to the Registrant’s Current Report on Form 8-K filed February 18, 2014) | * | |
| 3.8 | Designation of Series A Voting Preferred shares filed with the Nevada Secretary of State on January 12, 2016 | * | |
| 10.1 | Employment Agreement between the Company and Mike Borkowski dated November 1, 2015 | * | |
| 10.2 | December 21, 2015 employment agreement between the Company and Jeffery Taylor | * | |
| 10.3 | December 21, 2015 employment agreement between the Company and Don Lee Taylor | * | |
| 10.4 | Technology licensing and marketing support agreement between Separation Degrees – One, Inc. (“SDOI”) and the Company dated January 1, 2016 | * | |
| 10.5 | Asset purchase agreement between the Company and Separation Degrees – One, Inc. (“SDOI”) dated January 4, 2016 | * | |
| 10.6 | Amendment No. 1 to the Technology licensing and marketing support agreement between Separation Degrees – One, Inc. (“SDOI”) | * | |
| 10.7 | Amendment No. 2 to the Technology licensing and marketing support agreement between Separation Degrees – One, Inc. (“SDOI”) | * | |
| (31) | Rule 13a-14(a)/15d-14(a) Certifications | | |
| 31.1 | Certification of our Chief Executive Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended | | * |
| 31.2 | Certification of our Chief Financial Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended | | * |
| (32) | Section 1350 Certifications | | |
| 32.1 | Certification of our Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 | | * |
| 32.2 | Certification of our Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 | | * |
| (101) | Interactive Data Files | | |
| 101.INS | XBRL Instance Document | * | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | * | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | * | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | * | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | * | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | * | |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | ECO SCIENCE SOLUTIONS, INC. |
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| Dated: December 28, 2016 | /s/ Jeffery Taylor |
| | Jeffery Taylor |
| | President, Chief Executive Officer, Secretary and Director |
