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 $ - |