Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Apr. 30, 2017 | Jun. 08, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ECO SCIENCE SOLUTIONS, INC. | |
Entity Central Index Key | 1,490,873 | |
Amendment Flag | false | |
Trading Symbol | essi | |
Current Fiscal Year End Date | --01-31 | |
Document Type | 10-Q | |
Document Period End Date | Apr. 30, 2017 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 45,357,572 |
Balance Sheets
Balance Sheets - USD ($) | Apr. 30, 2017 | Jan. 31, 2017 |
Current assets | ||
Cash | $ 25,717 | $ 244,124 |
Prepaid expenses | 28,567 | 817 |
Total current assets | 54,284 | 244,941 |
Property and equipment, net | 9,394 | 1,634 |
TOTAL ASSETS | 63,678 | 246,575 |
Current liabilities | ||
Accounts payable and accrued expenses | 491,079 | 176,653 |
Related party payables | 132,442 | 167,348 |
Notes payable, short-term, related party | 30,000 | 30,000 |
Notes payable | 1,194,210 | 583,210 |
Liabilities for allocated and unissued shares | 63,791 | |
Total current liabilities | 1,847,731 | 1,021,002 |
Total liabilities | 1,847,731 | 1,021,002 |
Stockholders' deficit | ||
Preferred stock, $0.001 par, 50,000,000 shares authorized, none issued and outstanding at April 30, 2017 and January 31, 2017 | ||
Common stock, $0.0001 par, 650,000,000 shares authorized, 46,357,572 shares issued and 45,357,572 outstanding at April 30, 2017 and 46,331,186 issued and 45,331,186 outstanding at January 31, 2017 | 4,636 | 4,633 |
Treasury stock (1,000,000 shares issued at a cost of $0.0075 per share) | (7,500) | (7,500) |
Additional paid in capital, common, and deferred compensation | 42,812,999 | 42,749,211 |
Accumulated deficit | (44,594,188) | (43,520,771) |
Total stockholders' deficit | (1,784,053) | (774,427) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 63,678 | $ 246,575 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Apr. 30, 2017 | Jan. 31, 2017 |
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 | 46,357,572 | 46,331,186 |
Common stock, shares outstanding | 45,357,572 | 45,331,186 |
Treasury stock, par value | $ 0.0075 | $ 0.0075 |
Treasury stock, shares issued | 1,000,000 | 1,000,000 |
Income Statement (Unaudited)
Income Statement (Unaudited) - USD ($) | 3 Months Ended | |
Apr. 30, 2017 | Apr. 30, 2016 | |
Operating Expenses | ||
Depreciation | $ 188 | $ 63 |
Legal, accounting and audit fees | 27,801 | 10,791 |
Management and consulting fees | 144,000 | 83,000 |
Research, development, and promotion | 185,418 | 105,000 |
Transfer agent and filing fees | 1,020 | 1,395 |
Office supplies and other general expenses | 76,268 | 10,311 |
Advertising and marketing | 630,662 | 278,523 |
Net operating expense | 1,065,357 | 489,083 |
Net operating loss | (1,065,357) | (489,083) |
Other income (expenses) | ||
Interest expense | (8,060) | (9,310) |
Loss on shares issued for services and fees | (162,158) | |
Total other income (expense) | (8,060) | (171,468) |
Net loss | $ (1,073,417) | $ (660,551) |
Net loss per common share - basic and diluted | $ (0.02) | $ (0.02) |
Weighted average common shares outstanding - basic and diluted | 45,352,828 | 27,856,349 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Apr. 30, 2017 | Apr. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (1,073,417) | $ (660,551) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 188 | 63 |
Loss on shares issued for services and fees | 162,158 | |
Stock based compensation | 25,000 | |
Amortization of debt discount | 1,845 | |
Liabilities from unissued shares | 378,370 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (27,750) | (5,484) |
Increase (decrease) in accounts payable and accrued expenses | 314,425 | 11,909 |
Increase (decrease) in related party payables | (34,905) | 55,000 |
Net cash used in operating activities | (821,459) | (31,690) |
Cash Flows from Investing Activities: | ||
Purchase equipment | (7,948) | (2,263) |
Net cash used in investing activities | (7,948) | (2,263) |
Cash flows from financing activities: | ||
Proceeds from related party loans | 35,000 | |
Note payable | 611,000 | |
Repurchase of common shares | (7,500) | |
Net cash provided by financing activities | 611,000 | 27,500 |
Net decrease in cash | (218,407) | (6,453) |
Cash-beginning of period | 244,124 | 6,706 |
Cash-end of period | 25,717 | 252 |
SUPPLEMENTAL DISCLOSURES | ||
Interest paid | ||
Income taxes paid | ||
NON-CASH ACTIVITIES | ||
Shares issued for services and fees | 12,000 | |
Share issued for Liabilities from unissued shares | $ 63,791 |
Nature of Business and Continua
Nature of Business and Continuance of Operations | 3 Months Ended |
Apr. 30, 2017 | |
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. and was originally focused on becoming the first tankless water heater company specializing in tankless-only products to enter the Jamaican market, and the only company in the Jamaican market offering solar-powered tankless water heater products. Subsequently, on November 4, 2013, through certain agreements for the License of Intellectual Property "(the "License Agreements"), the Company determined to change its business focus and 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. Additionally, on January 8, 2014, the Company changed its name from Pristine Solutions, Inc. to Eco Science Solutions, Inc. 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 Agreement with SDOI was revised so that SDOI received 500,000 shares of Common Stock rather than Preferred Shares; no Preferred Shares were issued to SDOI. In addition to the issuance of the 500,000 shares of common stock as consideration for the Asset Purchase Agreement with SDOI, the Company agreed further to settle all invoices received for services rendered by SDOI, as well as advertising fees incurred, by way of issuance of common stock at a 30% discount to market as S-8 shares. On January 10, 2017, the Company entered into a Cancellation and Release Agreement with SDOI wherein the Company agreed to issue 4,000,000 common shares to SDOI (or its designee) in exchange for the cancellation of the $1,920,424 worth of remaining outstanding invoices and fees owed to SDOI. Now headquartered in Maui, Hawaii, Eco Science Solutions, Inc. is a bio and software technology-focused Company targeting the multi-billion dollar health and wellness industry. As consumers continue to take ownership of their health, wellness and alternative medicines they consume, the Company expects there will be a growing shift away from the sole dependence on large pharmaceutical companies and prescription drugs. Eco Science Solutions Inc. intents to cater to a growing need for both established and new health and wellness businesses to market to this increasing demand. 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 April 30, 2017, the Company had a working capital deficit of $1,793,447 and an accumulated deficit of $44,594,188. 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. While the Company has recently entered into an Equity Purchase Agreement to sell up to 10,000,000 shares of our common stock (Ref: Note 9) there can be no guarantee the Company will receive proceeds sufficient to meet its ongoing operational overheads from these sales, or that these sales will occur. 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 | 3 Months Ended |
Apr. 30, 2017 | |
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 three months ended April 30, 2017, are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2018. For further information, refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2017 as filed with the Securities and Exchange Commission on May 1, 2017. 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 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 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 April 30, 2017, and January 31, 2017, 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 $630,662 during the three-month period ended April 30, 2017 and $278,523 in the same period ended April 30, 2016. Advertising and marketing costs include ad placement and click through programs placed on a wide network of mediums acquired from advertising consolidators including Taboola, Outbrain, MGID, Rev Content, Yahoo, MSN, AOL, Google and others for the full scope of the Company’s brands including the Herbo and Ftirix apps for all platforms, GooglePlay, iOS, Android, as well as the corporate e-commence site and all the other underlying supporting social media platforms such as YouTube, Twitter, Instagram, and Facebook. 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. There was no impairment of long-lived assets during the three-month period ended April 30, 2017 and April 30, 2016. 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 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 March 2017, the FASB issued ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. 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 | 3 Months Ended |
Apr. 30, 2017 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3: PROPERTY AND EQUIPMENT Property and equipment, net consists of the following: April 30, 2017 January 31, 2017 Office equipment $ 10,210 $ 2,262 Less: accumulated depreciation and amortization (816 ) (628 ) Total property and equipment, net $ 9,394 $ 1,634 Depreciation expense was $188 and $63 for the three months ended April 30, 2017 and 2016, respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Apr. 30, 2017 | |
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 January 31, 2017, the determination to issue 1,000 shares of 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 1st business day of each calendar month. On October 1, 2016, the monthly standard fee increased to $42,000 from $35,000. 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 yearend January 31, 2016, 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, 500,000 shares of common stock had not yet been issued $3,500 remained on the balance sheet as liabilities for issuance of shares. In January 2017, The following table summarizes the invoices received for advertising services from SDOI as well as service fees invoiced for project and planned technical development/maintenance, production and staging server administration, and ongoing marketing services: Fiscal Year Ended January 31, 2017 2016 Technology, Licensing and Marketing fees $ 340,592 $ 35,000 Advertising and promotion services 1,720,914 73,510 Total $ 2,061,506 $ 108,510 During fiscal 2017 the scope of services provided by SDOI included in the above fee schedule include cash advertising expenditures for reimbursement as a result of ad placement and click through programs placed on a wide network of mediums acquired from advertising consolidators including Taboola, Outbrain, MGID, Rev Content, Yahoo, MSN, AOL, Google and others for the full scope of the Company’s brands including the Herbo and Ftirix apps for all platforms, GooglePlay, iOS, Android, as well as the corporate e-commence site and all the other underlying supporting social media platforms such as YouTube, Twitter, Instagram, and Facebook, with a goal of driving views and increasing visibility on a global scale. In addition, fees incurred for technology licensing and marketing include the ongoing development and maintenance, as well as technology development fees for the Company’s websites, applications, content platforms and social media channels. During the fourth quarter of fiscal 2017 the Company and SDOI agreed to negotiate a cancelation of the licensing and marketing support agreement. The Company and SDOI agreed that the accrued burden of the liability of the shares issuable under the terms of the agreement and the associated market value of the shares no longer met the intent of the original agreement between the parties. On January 10, 2017, the Company executed a Cancellation and Release Agreement with SDOI. Pursuant to the Technology Licensing and Marketing Agreement, in the event the Company was not able to pay the invoices generated by SDOI, any outstanding balances were to be converted into common shares of the Company (“S-8 Shares”). Under the Cancellation and Release Agreement, SDOI has agreed to cancel the outstanding balance of unpaid invoices owed to SDOI in exchange for 4,000,000 Common shares. The following table is the summary of the market value of the allocated S-8 shares recorded on the balance sheet as liabilities for issuance of shares which are S-8 Shares Balance, January 31, 2015 $ - Add: 108,510 Balance, January 31, 2016 108,510 Add: liability for unissued shares, market value on payment date 2,946,924 Deduct: shares issued (340,166 ) Cancellation of S-8 shares due to Cancellation and Release Agreement (2,715,268 ) Balance, January 31, 2017 $ - 4,000,000 Common shares issued to SDOI were valued at market on the agreement date of January 10, 2017, for a total of $11,040,000. The following table is the summary of loss on the S-8 shares: Fiscal Year ended January 31, 2017 2016 Loss on the S-8 shares reserved for issuance $ 885,419 $ - Gain on cancellation of unissued S-8 shares (2,715,268 ) - Loss on issuance of 4M shares 11,040,000 - Total loss $ 9,210,151 $ - |
Sponsorship Agreements
Sponsorship Agreements | 3 Months Ended |
Apr. 30, 2017 | |
Sponsorship Agreements [Abstract] | |
SPONSORSHIP AGREEMENTS | NOTE 5: SPONSORSHIP AGREEMENTS On February 9, 2017, the Company entered into a Sponsorship Agreement with wherein, the Company agreed to pay Fruit of Life Productions LLC the sum of Fifty Thousand Dollars ($50,000). On April 16, 2017, the Company entered into a Sponsorship, Content Development and Licensing Agreement with Roaring Lion Tours, Inc., wherein, the Company agreed to pay Roaring Lion Tours, Inc. the sum of One Hundred Thirty Five Thousand Dollars ($135,000) for the licensing and distribution right to content developed during Kaya Fest, in Miami, Florida on April 22, 2017. The arrangement allowed for the Company to sponsor the Kaya Festival as well as the right to use any audio and audio-visual content developed by the Kaya Festival. The total amount of $185,000 expended has been recorded as |
Prepaid Expenses
Prepaid Expenses | 3 Months Ended |
Apr. 30, 2017 | |
Prepaid Expenses [Abstract] | |
PREPAID EXPENSES | NOTE 6: PREPAID EXPENSES Prepaid expenses consist of the following: April 30, 2017 January 31, 2017 Office lease – Security deposits $ 817 $ 817 Prepaid other expenses 27,750 - Total prepaid expense $ 28,567 $ 817 |
Notes Payable and Convertible N
Notes Payable and Convertible Note | 3 Months Ended |
Apr. 30, 2017 | |
Notes Payable and Convertible Note [Abstract] | |
NOTES PAYABLE AND CONVERTIBLE NOTE | NOTE 7: NOTES PAYABLE AND CONVERTIBLE NOTE Note 1 Note 2 Note 3 Note 4 Note 5 Total Balance, January 31, 2016 $ 232,450 $ - $ - $ - $ - $ 232,450 Changes: Converted to shares (96,100 ) - - - - (96,100 ) Additions - 293,280 14,930 50,000 225,000 583,210 Deduct: Cancellation and Release Agreement (136,350 ) - - - - (136,350 ) Balance, January 31, 2017 - 293,280 14,930 50,000 225,000 583,210 Changes: Additions 1,000 610,000 611,000 Balance, April 30, 2017 $ - $ 294,280 $ 14,930 $ 50,000 $ 835,000 $ 1,194,200 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 a portion of a convertible note of in the 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 December 16, 2016, the unsecured convertible promissory note bearing interest at 6% per annum, in the remaining sum of $136,350 (January 31, 2016 - $232,450) convertible into the Company’s common stock at a rate of $0.003 per share and due and payable January 31, 2017 was canceled. Under the terms of the Cancellation and Release Agreement a total of $186,704 was extinguished including principal of $136,350 and all accrued and unpaid interest of $50,354. Note 2: During the fiscal year ended January 31, 2017, the Company received an accumulated amount of $293,280 from a third party. The notes bear interest at a rate of 1% per annum, and are each due three months from issue date. During the three months’ period ended April 30, 2017, the Company received further amount of $1,000 from a third party. The notes bear interest at a rate of 1% per annum, and are each due three months from issue date. Over the period to April 30, 2017 a total of $293,280 became due and payable on the three-month anniversary of each advance. As of April 30, 2017, the Company has accrued interest of $1,543 in respect of the accumulated amount payable. Note 3: During the fiscal year ended January 31, 2017, the Company received an accumulated amount of $14,930 from a third party. The notes bear interest at a rate of 1% per annum, and each due three months from issue date. During the months of August and September 2016 the accumulated principal balance became due and payable on the three-month anniversary of each advance. As of April 30, 2017, these amounts were unpaid. As of April 30, 2017, the Company has accrued interest of $142 in respect of the accumulated amount payable. Note 4: During the fiscal year ended January 31, 2017, the Company received an amount of $50,000 from a third party. The note bears interest at a rate of 1% per annum, and is due three months from issue date. As at April 30, 2017 the note became due and payable, but remained unpaid as at April 30, 2017. As of April 30, 2017, the Company has accrued interest of $248. Note 5: During the fiscal year ended January 31, 2017, the Company received an amount of $225,000 from a third party. The note bears interest at a rate of 6% per annum, and is due one year from issue date. On February 14, 2017, the Company received an amount of $150,000 from a third party. The note bears interest at a rate of 6% per annum, and is due one year from issue date. On March 3, 2017, the Company received an amount of $40,000 from a third party. The note bears interest at a rate of 6% per annum, and is due one year from issue date. On March 15, 2017, the Company received an amount of $175,000 from a third party. The note bears interest at a rate of 6% per annum, and is due one year from issue date. On March 24, 2017, the Company received an amount of $15,000 from a third party. The note bears interest at a rate of 6% per annum, and is due one year from issue date. On March 30, 2017, the Company received an amount of $25,000 from a third party. The note bears interest at a rate of 6% per annum, and is due one year from issue date. On April 12, 2017, the Company received an amount of $200,000 from a third party. The note bears interest at a rate of 6% per annum, and is due one year from issue date. On April 266, 2017, the Company received an amount of $5,000 from a third party. The note bears interest at a rate of 6% per annum, and is due one year from issue date. As of April 30, 2017, the Company has accrued interest of $7,696 in respect of the aforementioned notes. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Apr. 30, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8: RELATED PARTY TRANSACTIONS As of April 30, 2017, and January 31, 2017, related parties are due a total of $132,442 and $197,348, respectively April 30, 2017 January 31, 2017 Related party payable (1) (2) $ 132,422 $ 167,348 Notes payable (3) 30,000 30,000 Total related party transactions $ 162,422 $ 197,348 Related party payable Mr. Jeffery Taylor (1)(3) Mr. Don Lee Taylor (1)(3) Ms. Jennifer Taylor (2) Total Balance, January 31, 2016 $ 9,583 $ 8,750 $ - $ 18,333 Add: Management fee 115,000 105,000 220,000 General and admin 18,000 18,000 Reimbursed expenses 35,412 47,064 - 82,476 Accrued loan interest 152 152 - 304 Deduct: cash payment (77,807 ) (85,958 ) (8,000 ) (171,765 ) Balance, January 31, 2017 82,340 75,008 10,000 167,348 Add: Management fee 28,750 26,250 - 55,000 General and admin - - 6,000 6,000 Reimbursed expenses 2,821 2,529 - 5,350 Accrued loan interest 37 37 - 74 Deduct: cash payment (47,555 ) (47,775 ) (6,000 ) (101,330 ) Balance, April 30, 2017 $ 66,393 $ 56,049 $ 10,000 $ 132,442 (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. (2) During three months ended April 30, 2017 the Company was invoiced a total of $6,000 in consulting services by Ms. Jennifer Taylor, sister of the Company’s officers and directors. (3) 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 fiscal year ended January 31, 2017, the company repaid $2,500 to Mr. Jeffery Taylor and $2,500 to Mr. Don Lee Taylor. As of April 30, 2017, the Company has accrued $378 as interest with respect to the above notes. The notes were not repaid on their due dates of August 17, 2016, and are now due on demand. |
Common Stock
Common Stock | 3 Months Ended |
Apr. 30, 2017 | |
Common Stock [Abstract] | |
COMMON STOCK | NOTE 9: 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. Common stock issued during the three-month period ended April 30, 2017 On February 16, 2017, the Company issued 26,386 shares of common stock pursuant to a conversion notice presented to the Company relative to a convertible note for previously incurred and unpaid compensation totalling $59,000 plus accrued interest which amount was due to a former officer and director. Common stock issued during the fiscal year ended January 31, 2017 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 issued 100,000 shares of restricted stock to consultant Mike Hogue in respect to an 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. (ref: Note 4) On May 9, 2016, the Company issued 596,884 shares of common stock to an unrelated third party in respect to the assignment of proceeds from a convertible note totaling $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 assigned balance 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. (ref; Note 4) On August 5, 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. (ref; Note 4) On October 24, 2016, the Company issued a total of 982,953 shares of common stock valued at between $0.1709 and $0.47430 per share in relation to a consulting agreement with SDOI. (ref; Note 4) On January 4, 2017, the Company issued a total of 500,000 shares of common stock valued at $0.007 per share in relation to Asset Purchase Agreement with SDOI (ref: Note 4) On January 13, 2017, the Company issued a total of 3,000,000 shares of restricted stock to Mr. Jeffery Taylor valued at $8,190,000, or $2.73 per share as stock-based compensation recorded as management fees. On January 13, 2017, the Company issued a total of 3,000,000 shares of restricted stock to Mr. Don Lee Taylor valued at $8,190,000, or $2.73 per share as stock-based compensation recorded as management fees. On January 13, 2017, the Company issued a total of 1,000,000 shares of restricted stock to a third party valued at $2,730,000, or $2.73 per share as stock-based compensation recorded as legal, accounting and audit fees. On January 13, 2017, the Company issued a total of 1,000,000 shares of restricted stock to a third party valued at $2,730,000, or $2.73 per share as stock-based compensation recorded as legal, accounting and audit fees. On January 13, 2017, the Company issued 100,000 shares of restricted stock to consultant Mike Hogue valued at $273,000, or $2.73 per shares as stock-based compensation recorded as advertising and marketing expenses. On January 17, 2017, the Company issued 4,000,000 shares of restricted stock to SDOI valued at $11,040,000, or $2.76 per shares (ref: Note 4). Concurrently the liability for unissued shares recorded up to the date of settlement under the terms of the cancelation agreement with SDOI were extinguished. As of January 31, 2017, 46,331,186 shares were issued and 45,331,186 shares were outstanding, and as of January 31, 2016, 28,226,349 shares of the Company’s common stock were issued and outstanding. 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 April 30, 2017, and January 31, 2017, no Series A Voting Preferred Shares were issued. |
Commitments
Commitments | 3 Months Ended |
Apr. 30, 2017 | |
Commitments [Abstract] | |
COMMITMENTS | NOTE 10: COMMITMENTS (a) 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. (b) On January 10, 2017, we entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with PHENIX VENTURES, LLC (“PVLLC”). Although we are not mandated to sell shares under the Equity Purchase Agreement, the Equity Purchase Agreement gives us the option to sell to PVLLC, up to 10,000,000 shares of our common stock over the period ending January 25, 2019 (or 24 months from the date this Registration Statement is effective). The purchase price of the common stock will be set at eighty-three percent (83%) of the volume weighted average price (“VWAP”) of the common stock during the pricing period. The pricing period will be the ten consecutive trading days immediately after the Put Notice date. In addition, there is an ownership limit for PVLLC of 9.99%. On the Put Notice date, we are required to deliver Put shares to PVLLC in an amount (the “Estimated Put Shares”) determined by dividing the closing price on the trading day immediately preceding the Put Notice date multiplied by 83% and PVLLC is required to simultaneously deliver to us, the investment amount indicated on the Put Notice. At the end of the pricing period when the purchase price is established and the number of Put Shares for a particular Put is definitely determined, PVLLC must return to us for cancellation any excess Put Shares provided as Estimated Put Shares or alternatively, we must deliver to PVLLC any additional Put Shares required to cover the shortfall between the amount of Estimated Put Shares and the amount of Put Shares. At the end of the pricing period, we must also return to PVLLC any excess related to the investment amount previously delivered to us. PVLLC is not permitted to engage in short sales involving our common stock during the commitment period ending January 25, 2019. In accordance with Regulation SHO however, sales of our common stock by PVLLC after delivery of a Put Notice of such number of shares reasonably expected to be purchased by PVLLC under a Put will not be deemed a short sale. In addition, we must deliver the other required documents, instruments and writings required. PVLLC is not required to purchase the Put Shares unless: Ÿ Our registration statement with respect to the resale of the shares of common stock delivered in connection with the applicable put shall have been declared effective. Ÿ We shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the registrable securities. Ÿ We shall have filed with the SEC in a timely manner all reports, notices and other documents required. The Company filed an S-1 Registration Statement in respect of the foregoing on January 27, 2017 which is currently under review by the Securities and Exchange Commission. |
Income Taxes
Income Taxes | 3 Months Ended |
Apr. 30, 2017 | |
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 April 30, 2017 of approximately $13,724,600, 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 $15,100,600 at April 30, 2017. For the three months’ period ended April 30, 2017 and 2016 the valuation allowance increased by approximately $364,800 and $169,500, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Apr. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12: SUBSEQUENT EVENTS On May 2, 2017, the Company entered into a Letter of Intent, with Ga-Du Bank, which operates through the Southern Cherokee Nation Red Fire People Central Bank (SCNRFP CB), operated by a Governing Board and Banking Oversight Secure Committee, of the Southern Cherokee Nation Red Fire People, to acquire the Ga-Du Bank. The Letter of Intent is the framework for the Company and the Ga-Du bank to formalize the acquisition of the Ga-Du Bank following completion of the Company’s due diligence. The Company has hired Attorney’s Mark Skaist and Ben Frydman with the law firm of Stradling Yocca Carlson & Rauth, PC, specializing in corporate law and familiar with the banking industry. The Company continues to work with Ga-Du Corporation regarding the acquisition of its banking services, and hope to close the transaction by the end of June 2017. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Apr. 30, 2017 | |
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 three months ended April 30, 2017, are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2018. For further information, refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2017 as filed with the Securities and Exchange Commission on May 1, 2017. 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 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 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 April 30, 2017, and January 31, 2017, 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 $630,662 during the three-month period ended April 30, 2017 and $278,523 in the same period ended April 30, 2016. Advertising and marketing costs include ad placement and click through programs placed on a wide network of mediums acquired from advertising consolidators including Taboola, Outbrain, MGID, Rev Content, Yahoo, MSN, AOL, Google and others for the full scope of the Company’s brands including the Herbo and Ftirix apps for all platforms, GooglePlay, iOS, Android, as well as the corporate e-commence site and all the other underlying supporting social media platforms such as YouTube, Twitter, Instagram, and Facebook. |
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. There was no impairment of long-lived assets during the three-month period ended April 30, 2017 and April 30, 2016. |
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 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 March 2017, the FASB issued ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. 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) | 3 Months Ended |
Apr. 30, 2017 | |
Property and Equipment [Abstract] | |
Schedule of property and equipment | April 30, 2017 January 31, 2017 Office equipment $ 10,210 $ 2,262 Less: accumulated depreciation and amortization (816 ) (628 ) Total property and equipment, net $ 9,394 $ 1,634 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Apr. 30, 2017 | |
Intangible Assets [Abstract] | |
Summary of invoices received for advertising services from SDOI | Fiscal Year Ended January 31, 2017 2016 Technology, Licensing and Marketing fees $ 340,592 $ 35,000 Advertising and promotion services 1,720,914 73,510 Total $ 2,061,506 $ 108,510 |
Summary of market value of allocated S-8 shares recorded | S-8 Shares Balance, January 31, 2015 $ - Add: 108,510 Balance, January 31, 2016 108,510 Add: liability for unissued shares, market value on payment date 2,946,924 Deduct: shares issued (340,166 ) Cancellation of S-8 shares due to Cancellation and Release Agreement (2,715,268 ) Balance, January 31, 2017 $ - |
Summary of loss on S-8 shares | Fiscal Year ended January 31, 2017 2016 Loss on the S-8 shares reserved for issuance $ 885,419 $ - Gain on cancellation of unissued S-8 shares (2,715,268 ) - Loss on issuance of 4M shares 11,040,000 - Total loss $ 9,210,151 $ - |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 3 Months Ended |
Apr. 30, 2017 | |
Prepaid Expenses [Abstract] | |
Schedule of prepaid expenses | April 30, 2017 January 31, 2017 Office lease – Security deposits $ 817 $ 817 Prepaid other expenses 27,750 - Total prepaid expense $ 28,567 $ 817 |
Notes Payable and Convertible22
Notes Payable and Convertible Note (Tables) | 3 Months Ended |
Apr. 30, 2017 | |
Notes Payable and Convertible Note [Abstract] | |
Schedule of notes payable and convertible note | Note 1 Note 2 Note 3 Note 4 Note 5 Total Balance, January 31, 2016 $ 232,450 $ - $ - $ - $ - $ 232,450 Changes: Converted to shares (96,100 ) - - - - (96,100 ) Additions - 293,280 14,930 50,000 225,000 583,210 Deduct: Cancellation and Release Agreement (136,350 ) - - - - (136,350 ) Balance, January 31, 2017 - 293,280 14,930 50,000 225,000 583,210 Changes: Additions 1,000 610,000 611,000 Balance, April 30, 2017 $ - $ 294,280 $ 14,930 $ 50,000 $ 835,000 $ 1,194,200 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Apr. 30, 2017 | |
Related Party Transaction [Line Items] | |
Schedule of related party transactions | April 30, 2017 January 31, 2017 Related party payable (1) (2) $ 132,422 $ 167,348 Notes payable (3) 30,000 30,000 Total related party transactions $ 162,422 $ 197,348 |
Accounts payable - related parties [Member] | |
Related Party Transaction [Line Items] | |
Schedule of related party transactions | Related party payable Mr. Jeffery Taylor (1)(3) Mr. Don Lee Taylor (1)(3) Ms. Jennifer Taylor (2) Total Balance, January 31, 2016 $ 9,583 $ 8,750 $ - $ 18,333 Add: Management fee 115,000 105,000 220,000 General and admin 18,000 18,000 Reimbursed expenses 35,412 47,064 - 82,476 Accrued loan interest 152 152 - 304 Deduct: cash payment (77,807 ) (85,958 ) (8,000 ) (171,765 ) Balance, January 31, 2017 82,340 75,008 10,000 167,348 Add: Management fee 28,750 26,250 - 55,000 General and admin - - 6,000 6,000 Reimbursed expenses 2,821 2,529 - 5,350 Accrued loan interest 37 37 - 74 Deduct: cash payment (47,555 ) (47,775 ) (6,000 ) (101,330 ) Balance, April 30, 2017 $ 66,393 $ 56,049 $ 10,000 $ 132,442 (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. (2) During three months ended April 30, 2017 the Company was invoiced a total of $6,000 in consulting services by Ms. Jennifer Taylor, sister of the Company’s officers and directors. (3) 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 fiscal year ended January 31, 2017, the company repaid $2,500 to Mr. Jeffery Taylor and $2,500 to Mr. Don Lee Taylor. As of April 30, 2017, the Company has accrued $378 as interest with respect to the above notes. The notes were not repaid on their due dates of August 17, 2016, and are now due on demand. |
Nature of Business and Contin24
Nature of Business and Continuance of Operations (Details) - USD ($) | Jan. 10, 2017 | Jan. 11, 2016 | Jan. 04, 2016 | Aug. 31, 2015 | Apr. 30, 2017 | Jan. 31, 2017 | Jan. 31, 2016 |
Nature of Business and Continuance of Operations (Textual) | |||||||
Common stock issued, value | $ 11,040,000 | $ 3,500 | |||||
Common stock, shares issued | 4,000,000 | 500,000 | 500,000 | 500,000 | |||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||
Working capital deficit | $ 1,793,447 | ||||||
Accumulated deficit | $ (44,594,188) | $ (43,520,771) | |||||
Equity Purchase Agreement [Member] | |||||||
Nature of Business and Continuance of Operations (Textual) | |||||||
Common stock, shares issued | 10,000,000 | ||||||
Kensington Marketing, Inc.[Member] | |||||||
Nature of Business and Continuance of Operations (Textual) | |||||||
Common stock issued, value | $ 150,000 | ||||||
Common stock, shares issued | 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] | |||||||
Nature of Business and Continuance of Operations (Textual) | |||||||
Common stock issued, value | $ 1,920,424 | ||||||
Common stock, shares issued | 4,000,000 | 500,000 | |||||
Discount on stock issuance | 30.00% | ||||||
Common stock issued additional | 500,000 | ||||||
SDOI [Member] | Series A Voting Preferred Stock [Member] | |||||||
Nature of Business and Continuance of Operations (Textual) | |||||||
Preferred stock, shares authorized | 1,000 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | |
Apr. 30, 2017 | Apr. 30, 2016 | |
Summary of Significant Accounting Policies (Textual) | ||
Advertising and marketing costs | $ 630,662 | $ 278,523 |
Minimum [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Estimated useful lives of property and equipment | 3 years | |
Maximum [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Estimated useful lives of property and equipment | 5 years |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Apr. 30, 2017 | Jan. 31, 2017 |
Property and Equipment [Abstract] | ||
Office equipment | $ 10,210 | $ 2,262 |
Less: accumulated depreciation and amortization | (816) | (628) |
Total property and equipment, net | $ 9,394 | $ 1,634 |
Property and Equipment (Detai27
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | |
Apr. 30, 2017 | Apr. 30, 2016 | |
Property and Equipment (Textual) | ||
Depreciation expense | $ 188 | $ 63 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Total | $ 2,061,506 | $ 108,510 |
Technology, Licensing and Marketing fees [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Total | 340,592 | 35,000 |
Advertising and promotion services [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Total | $ 1,720,914 | $ 73,510 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - S-8 Shares [Member] - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Beginning Balance | $ 108,510 | |
Add: liability for unissued shares, market value on payment date | 2,946,924 | 108,510 |
Deduct: shares issued | (340,166) | |
Cancellation of S-8 shares due to Cancellation and Release Agreement | 2,715,268 | |
Ending Balance | $ 108,510 |
Intangible Assets (Details 2)
Intangible Assets (Details 2) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Apr. 30, 2017 | Apr. 30, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | |
Indefinite-lived Intangible Assets [Line Items] | ||||
Total loss | $ 162,158 | |||
S-8 shares [Member] | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Loss on the S-8 shares reserved for issuance | $ 885,419 | |||
Gain on cancellation of unissued S-8 shares | (2,715,268) | |||
Loss on issuance of 4M shares | 11,040,000 | |||
Total loss | $ 9,210,151 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | Jan. 10, 2017 | Oct. 01, 2016 | Jun. 01, 2016 | Jan. 04, 2016 | Jan. 01, 2016 | Apr. 30, 2017 | Apr. 30, 2016 | Jan. 31, 2017 | Jan. 31, 2016 |
Intangible Assets (Textual) | |||||||||
Common stock shares issued to SDOI | 4,000,000 | 500,000 | 500,000 | 500,000 | |||||
Technology licensing and marketing expense | $ 2,061,506 | $ 108,510 | |||||||
Monthly standard fee | $ 35,000 | ||||||||
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 | $ 11,040,000 | 3,500 | |||||||
Impairment loss | 3,500 | ||||||||
Fair market value | $ 3,500 | ||||||||
Technology Licensing and Marketing Agreement [Member] | |||||||||
Intangible Assets (Textual) | |||||||||
Common stock shares issued to SDOI | 4,000,000 | ||||||||
Monthly standard fee | $ 35,000 | ||||||||
Aforemention agreement, Description | 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. | ||||||||
Technology Licensing and Marketing Agreement [Member] | Maximum [Member] | |||||||||
Intangible Assets (Textual) | |||||||||
Monthly standard fee | $ 42,000 | ||||||||
Technology Licensing and Marketing Agreement [Member] | Minimum [Member] | |||||||||
Intangible Assets (Textual) | |||||||||
Monthly standard fee | $ 35,000 | ||||||||
Series A Voting Preferred Stock [Member] | |||||||||
Intangible Assets (Textual) | |||||||||
Common stock shares issued to SDOI | 1,000 | 1,000 | 1,000 | ||||||
Technology licensing and marketing expense | $ 35,500 | $ 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 |
Sponsorship Agreements (Details
Sponsorship Agreements (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Apr. 16, 2017 | Apr. 30, 2017 | Apr. 30, 2016 | Feb. 09, 2017 | |
Sponsorship Agreements (Textual) | ||||
Research, development, and promotional expenses | $ 185,000 | $ 185,418 | $ 105,000 | |
Fruit of life productions LLC [Member] | ||||
Sponsorship Agreements (Textual) | ||||
Payment of sponsorship agreements | $ 50,000 | |||
Roaring Lion Tours, Inc. [Member] | ||||
Sponsorship Agreements (Textual) | ||||
Payment of sponsorship agreements | $ 135,000 |
Prepaid Expenses (Details)
Prepaid Expenses (Details) - USD ($) | Apr. 30, 2017 | Jan. 31, 2017 |
Prepaid Expenses [Abstract] | ||
Office lease - Security deposits | $ 817 | $ 817 |
Prepaid other expenses | 27,750 | |
Total prepaid expense | $ 28,567 | $ 817 |
Notes Payable and Convertible34
Notes Payable and Convertible Note (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Apr. 30, 2017 | Jan. 31, 2017 | |
Short-term Debt [Line Items] | ||
Balance | $ 583,210 | $ 232,450 |
Changes | ||
Converted to shares | (96,100) | |
Additions | 611,000 | 583,210 |
Deduct: Cancellation and Release Agreement | (136,350) | |
Balance | 1,194,200 | 583,210 |
Note 1 [Member] | ||
Short-term Debt [Line Items] | ||
Balance | 232,450 | |
Changes | ||
Converted to shares | (96,100) | |
Additions | ||
Deduct: Cancellation and Release Agreement | (136,350) | |
Balance | ||
Note 2 [Member] | ||
Short-term Debt [Line Items] | ||
Balance | 293,280 | |
Changes | ||
Converted to shares | ||
Additions | 1,000 | 293,280 |
Deduct: Cancellation and Release Agreement | ||
Balance | 294,280 | 293,280 |
Note 3 [Member] | ||
Short-term Debt [Line Items] | ||
Balance | 14,930 | |
Changes | ||
Converted to shares | ||
Additions | 14,930 | |
Deduct: Cancellation and Release Agreement | ||
Balance | 14,930 | 14,930 |
Note 4 [Member] | ||
Short-term Debt [Line Items] | ||
Balance | 50,000 | |
Changes | ||
Converted to shares | ||
Additions | 50,000 | |
Deduct: Cancellation and Release Agreement | ||
Balance | 50,000 | 50,000 |
Note 5 [Member] | ||
Short-term Debt [Line Items] | ||
Balance | 225,000 | |
Changes | ||
Converted to shares | ||
Additions | 610,000 | 225,000 |
Deduct: Cancellation and Release Agreement | ||
Balance | $ 835,000 | $ 225,000 |
Notes Payable and Convertible35
Notes Payable and Convertible Note (Details Textual) - USD ($) | Apr. 12, 2017 | Mar. 15, 2017 | Mar. 03, 2017 | May 09, 2016 | Apr. 26, 2017 | Mar. 30, 2017 | Mar. 24, 2017 | Feb. 14, 2017 | Dec. 16, 2016 | Jan. 31, 2017 | Apr. 30, 2017 | Jan. 31, 2016 |
Notes Payable and Convertible Note (Textual) | ||||||||||||
Accrued and unpaid interest | $ 378 | |||||||||||
Note 1 [Member] | ||||||||||||
Notes Payable and Convertible Note (Textual) | ||||||||||||
Convertible note amount | $ 96,100 | |||||||||||
Common stock, Shares issued | 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. | |||||||||||
Unsecured convertible promissory note | $ 136,350 | $ 232,450 | ||||||||||
Conversion price per share | $ 0.003 | |||||||||||
Interest bears rate | 6.00% | |||||||||||
Total amount of cancellation and release agreement | $ 186,704 | |||||||||||
Extinguishment principal amount | 136,350 | |||||||||||
Accrued and unpaid interest | $ 50,354 | |||||||||||
Due date, Description | Due and payable January 31, 2017 was canceled. | |||||||||||
Note 2 [Member] | ||||||||||||
Notes Payable and Convertible Note (Textual) | ||||||||||||
Interest bears rate | 1.00% | |||||||||||
Accrued interest on convertible note payable | $ 1,543 | |||||||||||
Total amount of due and payable | 293,280 | |||||||||||
Amount received from third party | $ 293,280 | 1,000 | ||||||||||
Due date, Description | The notes bear interest at a rate of 1% per annum, and are each due three months from issue date. | |||||||||||
Note 3 [Member] | ||||||||||||
Notes Payable and Convertible Note (Textual) | ||||||||||||
Interest bears rate | 1.00% | |||||||||||
Accrued interest on convertible note payable | 142 | |||||||||||
Amount received from third party | $ 14,930 | |||||||||||
Due date, Description | The notes bear interest at a rate of 1% per annum, and each due three months from issue date. | |||||||||||
Note 4 [Member] | ||||||||||||
Notes Payable and Convertible Note (Textual) | ||||||||||||
Interest bears rate | 1.00% | |||||||||||
Accrued interest on convertible note payable | 248 | |||||||||||
Amount received from third party | $ 50,000 | |||||||||||
Due date, Description | The note bears interest at a rate of 1% per annum, and is due three months from issue date. | |||||||||||
Note 5 [Member] | ||||||||||||
Notes Payable and Convertible Note (Textual) | ||||||||||||
Interest bears rate | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | ||||
Accrued interest on convertible note payable | $ 7,696 | |||||||||||
Amount received from third party | $ 200,000 | $ 175,000 | $ 40,000 | $ 5,000 | $ 25,000 | $ 15,000 | $ 150,000 | $ 225,000 | ||||
Due date, Description | The note bears interest at a rate of 6% per annum, and is due one year from issue date. | The note bears interest at a rate of 6% per annum, and is due one year from issue date. | The note bears interest at a rate of 6% per annum, and is due one year from issue date. | The note bears interest at a rate of 6% per annum, and is due one year from issue date. | The note bears interest at a rate of 6% per annum, and is due one year from issue date. | The note bears interest at a rate of 6% per annum, and is due one year from issue date. | The note bears interest at a rate of 6% per annum, and is due one year from issue date. | The note bears interest at a rate of 6% per annum, and is due one year from issue date. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Apr. 30, 2017 | Jan. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Total related party transactions | $ 162,422 | $ 197,348 | |
Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Related party payable | [1],[2] | 132,422 | 167,348 |
Notes payable | [3] | 30,000 | 30,000 |
Total related party transactions | $ 162,422 | $ 197,348 | |
[1] | During three months ended April 30, 2017 the Company was invoiced a total of $6,000 in consulting services by Ms. Jennifer Taylor, sister of the Company's officers and directors. | ||
[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 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 fiscal year ended January 31, 2017, the company repaid $2,500 to Mr. Jeffery Taylor and $2,500 to Mr. Don Lee Taylor. As of April 30, 2017, the Company has accrued $378 as interest with respect to the above notes. The notes were not repaid on their due dates of August 17, 2016, and are now due on demand. |
Related Party Transactions (D37
Related Party Transactions (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2017 | Jan. 31, 2017 | ||
Related Party Transaction [Line Items] | |||
Balance, January 31, 2016 | $ 167,348 | $ 18,333 | |
Add: Management fee | 55,000 | 220,000 | |
General and admin | 6,000 | 18,000 | |
Reimbursed expenses | 5,350 | 82,476 | |
Accrued loan interest | 74 | 304 | |
Deduct: cash payment | (101,330) | (171,765) | |
Balance, January 31, 2017 | 132,442 | 167,348 | |
Mr. Jeffery Taylor [Member] | |||
Related Party Transaction [Line Items] | |||
Balance, January 31, 2016 | [1],[2] | 82,340 | 9,583 |
Add: Management fee | [1],[2] | 28,750 | 115,000 |
General and admin | [1],[2] | ||
Reimbursed expenses | [1],[2] | 2,821 | 35,412 |
Accrued loan interest | [1],[2] | 37 | 152 |
Deduct: cash payment | [1],[2] | (47,555) | (77,807) |
Balance, January 31, 2017 | [1],[2] | 66,393 | 82,340 |
Mr. Don Lee Taylor [Member] | |||
Related Party Transaction [Line Items] | |||
Balance, January 31, 2016 | [1],[2] | 75,008 | 8,750 |
Add: Management fee | [1],[2] | 26,250 | 105,000 |
General and admin | [1],[2] | ||
Reimbursed expenses | [1],[2] | 2,529 | 47,064 |
Accrued loan interest | [1],[2] | 37 | 152 |
Deduct: cash payment | [1],[2] | (47,775) | (85,958) |
Balance, January 31, 2017 | [1],[2] | 56,049 | 75,008 |
Ms. Jennifer Taylor [Member] | |||
Related Party Transaction [Line Items] | |||
Balance, January 31, 2016 | [3] | 10,000 | |
Add: Management fee | [3] | ||
General and admin | [3] | 6,000 | 18,000 |
Reimbursed expenses | [3] | ||
Accrued loan interest | [3] | ||
Deduct: cash payment | [3] | (6,000) | (8,000) |
Balance, January 31, 2017 | [3] | $ 10,000 | $ 10,000 |
[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. | ||
[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 fiscal year ended January 31, 2017, the company repaid $2,500 to Mr. Jeffery Taylor and $2,500 to Mr. Don Lee Taylor. As of April 30, 2017, the Company has accrued $378 as interest with respect to the above notes. The notes were not repaid on their due dates of August 17, 2016, and are now due on demand. | ||
[3] | During three months ended April 30, 2017 the Company was invoiced a total of $6,000 in consulting services by Ms. Jennifer Taylor, sister of the Company's officers and directors. |
Related Party Transactions (D38
Related Party Transactions (Details Textual) - USD ($) | Dec. 21, 2015 | Feb. 17, 2016 | Jan. 31, 2017 | Apr. 30, 2017 |
Related Party Transactions (Textual) | ||||
Interest rate | 1.00% | |||
Maturity date | Aug. 17, 2016 | |||
Interest with respect to notes | $ 378 | |||
Total related parties | $ 197,348 | 162,422 | ||
Mr. Jeffery Taylor [Member] | ||||
Related Party Transactions (Textual) | ||||
Annual gross salary | $ 115,000 | |||
Promissory notes issued | $ 17,500 | |||
Repayments to related party debt | 2,500 | |||
Mr. Don Lee Taylor [Member] | ||||
Related Party Transactions (Textual) | ||||
Annual gross salary | $ 105,000 | |||
Promissory notes issued | $ 17,500 | |||
Repayments to related party debt | $ 2,500 | |||
Ms. Jennifer Taylor [Member] | ||||
Related Party Transactions (Textual) | ||||
Consulting services amount payable | $ 6,000 |
Common Stock (Details)
Common Stock (Details) - USD ($) | Jan. 13, 2017 | Jan. 10, 2017 | Jan. 04, 2017 | Oct. 24, 2016 | Aug. 05, 2016 | May 09, 2016 | Apr. 06, 2016 | Jan. 11, 2016 | Jan. 04, 2016 | Feb. 16, 2017 | Jan. 17, 2017 | Mar. 18, 2016 | Feb. 29, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | Apr. 30, 2017 | Feb. 26, 2016 |
Common Stock (Textual) | |||||||||||||||||
Common stock, shares authorized | 650,000,000 | 650,000,000 | |||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||||
Treasury stock, value | $ 7,500 | $ 7,500 | |||||||||||||||
Treasury stock, shares | 1,000,000 | 1,000,000 | |||||||||||||||
Common stock, shares issued | 4,000,000 | 500,000 | 500,000 | 500,000 | |||||||||||||
Principal amount of convertible note | $ (96,100) | ||||||||||||||||
Common stock, shares issued | 26,386 | 46,331,186 | 28,226,349 | 46,357,572 | |||||||||||||
Common stock, shares outstanding | 45,331,186 | 28,226,349 | 45,357,572 | ||||||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||||||||||||
Unpaid compensation totalling accrued interest | $ 59,000 | ||||||||||||||||
Board of Directors [Member] | Series A Voting Preferred Stock [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
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. The Series A Voting Preferred Stock will not be convertible into Common Stock. | ||||||||||||||||
Common stock [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Treasury stock, value | $ 7,500 | ||||||||||||||||
Treasury stock, shares | 1,000,000 | ||||||||||||||||
Unrelated third party [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Common stock, shares issued | 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 assigned balance of the note at $0.161 per share. | ||||||||||||||||
Consulting Agreement [Member] | SDOI [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Common stock, shares issued | 982,953 | 1,250,000 | 1,375,000 | 1,200,000 | |||||||||||||
Common stock price per share | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Consulting Agreement [Member] | SDOI [Member] | Minimum [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Common stock price per share | $ 0.1709 | ||||||||||||||||
Consulting Agreement [Member] | SDOI [Member] | Maximum [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Common stock price per share | $ 0.47430 | ||||||||||||||||
Asset Purchase Agreement [Member] | SDOI [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Common stock issued for services, shares | 500,000 | ||||||||||||||||
Common stock price per share | $ 0.007 | ||||||||||||||||
Restricted Stock [Member] | Mike Hogue [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Common stock issued for services | $ 250,000 | ||||||||||||||||
Common stock issued for services, shares | 100,000 | ||||||||||||||||
Restricted shares issued | 100,000 | ||||||||||||||||
Restricted shares issued, value | $ 273,000 | ||||||||||||||||
Common stock price per share | $ 2.73 | ||||||||||||||||
Restricted Stock [Member] | SDOI [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Restricted shares issued | 4,000,000 | ||||||||||||||||
Restricted shares issued, value | $ 11,040,000 | ||||||||||||||||
Common stock price per share | $ 2.76 | ||||||||||||||||
Restricted Stock [Member] | Mr Jeffery Taylor [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Restricted shares issued | 3,000,000 | ||||||||||||||||
Restricted shares issued, value | $ 8,190,000 | ||||||||||||||||
Common stock price per share | $ 2.73 | ||||||||||||||||
Restricted Stock [Member] | Mr Don Lee Taylor [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Restricted shares issued | 3,000,000 | ||||||||||||||||
Restricted shares issued, value | $ 8,190,000 | ||||||||||||||||
Common stock price per share | $ 2.73 | ||||||||||||||||
Restricted Stock [Member] | Third Party [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Restricted shares issued | 1,000,000 | ||||||||||||||||
Restricted shares issued, value | $ 2,730,000 | ||||||||||||||||
Common stock price per share | $ 2.73 | ||||||||||||||||
Restricted Stock [Member] | Third Party One [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Restricted shares issued | 1,000,000 | ||||||||||||||||
Restricted shares issued, value | $ 2,730,000 | ||||||||||||||||
Common stock price per share | $ 2.73 |
Commitments (Details)
Commitments (Details) - USD ($) | Jan. 10, 2017 | Mar. 22, 2016 |
Commitments (Textual) | ||
Lease term | 2 years | |
Monthly base rent | $ 526.50 | |
Operating costs of lease | 258.06 | |
Security deposit | $ 817 | |
Purchase of common stock stock | 10,000,000 | |
Equity ownership percentage | 83.00% | |
Addition equity method investment ownership addition percentage | 9.99% | |
Commitments, description | 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 $552.83 per month for the subsequent year ending March 31, 2018. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | |
Apr. 30, 2017 | Apr. 30, 2016 | |
Income Taxes (Textual) | ||
Operating loss carry-forwards | $ 13,724,600 | |
Statutory income tax rate | 34.00% | |
Deferred tax assets operating loss carry-forwards | $ 15,100,600 | |
Valuation allowance increased | $ 364,800 | $ 169,500 |
Operating loss carry-forwards, expiration date | Jan. 31, 2029 |