Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 31, 2019 | Sep. 16, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ECO SCIENCE SOLUTIONS, INC. | |
Entity Central Index Key | 0001490873 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 | |
Document Type | 10-Q | |
Document Period End Date | Jul. 31, 2019 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 47,557,572 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jul. 31, 2019 | Jan. 31, 2019 |
Current assets | ||
Cash | $ 2,371 | $ 1,609 |
Interest receivable | 24,833 | 18,833 |
Prepaid expenses | 28,127 | 28,127 |
Convertible note | 100,000 | 100,000 |
Total current assets | 155,331 | 148,569 |
Property and equipment, net | 3,953 | 6,164 |
TOTAL ASSETS | 159,284 | 154,733 |
Current liabilities | ||
Accounts payable and accrued expenses | 2,532,001 | 2,212,166 |
Related party payables | 1,306,335 | 1,040,349 |
Notes payable, short-term, related party | 856,357 | 502,739 |
Notes payable | 4,122,618 | 4,122,618 |
Convertible note, net | 1,656,213 | 1,656,213 |
Total current liabilities | 10,473,524 | 9,534,085 |
Total liabilities | 10,473,524 | 9,534,085 |
Stockholders' deficit | ||
Preferred stock, $0.001 par, 50,000,000 shares authorized, none issued and outstanding at April 30, 2019 and January 31, 2019 | ||
Common stock, $0.0001 par, 650,000,000 shares authorized, 48,557,572 shares issued and 47,557,572 outstanding at July 31, 2019 and January 31, 2019 | 4,856 | 4,856 |
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 | 61,804,744 | 61,804,744 |
Accumulated deficit | (72,116,340) | (71,181,452) |
Total stockholders' deficit | (10,314,240) | (9,379,352) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 159,284 | $ 154,733 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jul. 31, 2019 | Jan. 31, 2019 |
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 | 48,557,572 | 47,557,572 |
Common stock, shares outstanding | 48,557,572 | 47,557,572 |
Treasury stock, shares issued | 1,000,000 | 1,000,000 |
Treasury stock, par value | $ 0.0075 | $ 0.0075 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2019 | Jul. 31, 2018 | Jul. 31, 2019 | Jul. 31, 2018 | |
Operation expenses: | ||||
Depreciation | $ 1,105 | $ 1,295 | $ 2,211 | $ 2,589 |
Legal, accounting and audit fees | 60,236 | 273,663 | 137,950 | 432,673 |
Management and consulting fees | 277,000 | 397,000 | 568,000 | 689,000 |
Research, development, and promotion | 19,764 | 657,948 | ||
Office supplies and other general expenses | 13,130 | 72,536 | 61,956 | 194,676 |
Advertising and marketing | 12,146 | 365,325 | 27,903 | 898,763 |
Total operating expenses | 363,617 | 1,109,819 | 817,784 | 2,875,649 |
Net operating loss | (363,617) | (1,109,819) | (817,784) | (2,875,649) |
Other income (expenses) | ||||
Interest income | 3,000 | 3,000 | 6,000 | 6,000 |
Interest expense | (62,816) | (184,967) | (123,104) | (347,537) |
Total other income (expenses) | (59,816) | (181,967) | (117,104) | (341,537) |
Net loss | $ (423,433) | $ (1,291,786) | $ (934,888) | $ (3,217,186) |
Net loss per common share - basic and diluted | $ (0.01) | $ (0.03) | $ (0.02) | $ (0.07) |
Weighted average common shares outstanding - basic and diluted | 47,557,572 | 47,546,702 | 47,557,572 | 47,060,334 |
Statements of Stockholders Equi
Statements of Stockholders Equity Deficit (Unaudited) - USD ($) | Preferred Stock | Common Stock | Treasury Stock | Additional Paid in Capital | Accumulated Deficit | Total |
Balance at Jan. 31, 2018 | $ 4,756 | $ (7,500) | $ 61,714,844 | $ (66,398,559) | $ (4,686,459) | |
Balance, shares at Jan. 31, 2018 | 475,578,572 | (1,000,000) | ||||
Net loss | (1,925,400) | (1,925,400) | ||||
Balance at Apr. 30, 2018 | $ 4,756 | $ (7,500) | 61,714,844 | (68,323,959) | (6,611,859) | |
Balance, shares at Apr. 30, 2018 | 475,578,572 | (1,000,000) | ||||
Balance at Jan. 31, 2018 | $ 4,756 | $ (7,500) | 61,714,844 | (66,398,559) | (4,686,459) | |
Balance, shares at Jan. 31, 2018 | 475,578,572 | (1,000,000) | ||||
Net loss | (3,217,186) | |||||
Balance at Jul. 31, 2018 | $ 4,856 | $ (7,500) | 61,804,844 | (69,615,745) | (9,379,352) | |
Balance, shares at Jul. 31, 2018 | 485,578,572 | (1,000,000) | ||||
Balance at Apr. 30, 2018 | $ 4,756 | $ (7,500) | 61,714,844 | (68,323,959) | (6,611,859) | |
Balance, shares at Apr. 30, 2018 | 475,578,572 | (1,000,000) | ||||
Shares issued for non-employee services | $ 100 | 89,900 | 90,000 | |||
Shares issued for non-employee services, shares | 1,000,000 | |||||
Net loss | (1,291,786) | |||||
Balance at Jul. 31, 2018 | $ 4,856 | $ (7,500) | 61,804,844 | (69,615,745) | (9,379,352) | |
Balance, shares at Jul. 31, 2018 | 485,578,572 | (1,000,000) | ||||
Balance at Jan. 31, 2019 | $ 4,856 | $ (7,500) | 61,804,744 | (71,181,452) | (9,379,352) | |
Balance, shares at Jan. 31, 2019 | 485,578,572 | (1,000,000) | ||||
Net loss | (511,455) | (511,455) | ||||
Balance at Apr. 30, 2019 | $ 4,856 | $ (7,500) | 61,804,744 | (71,692,907) | (9,890,807) | |
Balance, shares at Apr. 30, 2019 | 485,578,572 | (1,000,000) | ||||
Balance at Jan. 31, 2019 | $ 4,856 | $ (7,500) | 61,804,744 | (71,181,452) | (9,379,352) | |
Balance, shares at Jan. 31, 2019 | 485,578,572 | (1,000,000) | ||||
Net loss | (934,888) | |||||
Balance at Jul. 31, 2019 | $ 4,856 | $ (7,500) | 61,804,744 | (72,116,340) | (10,314,240) | |
Balance, shares at Jul. 31, 2019 | 485,578,572 | (1,000,000) | ||||
Balance at Apr. 30, 2019 | $ 4,856 | $ (7,500) | 61,804,744 | (71,692,907) | (9,890,807) | |
Balance, shares at Apr. 30, 2019 | 485,578,572 | (1,000,000) | ||||
Net loss | (423,433) | (423,433) | ||||
Balance at Jul. 31, 2019 | $ 4,856 | $ (7,500) | $ 61,804,744 | $ (72,116,340) | $ (10,314,240) | |
Balance, shares at Jul. 31, 2019 | 485,578,572 | (1,000,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (934,888) | $ (3,217,186) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 2,211 | 2,589 |
Amortization of debt discount | 245,717 | |
Research, development, and promotion paid by third party directly | 250,000 | |
Stock based compensation | 90,000 | |
Changes in operating assets and liabilities: | ||
Decrease (increase) in interest receivable | (6,000) | (6,000) |
Decrease (increase) in prepaid expenses | 4,097 | |
Increase (decrease) in accounts payable and accrued expenses | 319,835 | 547,180 |
Increase (decrease) in related party payables | 265,986 | 83,287 |
Net cash used in operating activities | (352,856) | (2,000,316) |
Cash Flows from Investing Activities: | ||
Net cash used in investing activities | ||
Cash flows from financing activities: | ||
Note payable | 1,704,771 | |
Note payable, related party | 353,618 | 295,359 |
Net cash provided by financing activities | 353,618 | 2,000,130 |
Net decrease in cash | 762 | (186) |
Cash-beginning of period | 1,609 | 2,102 |
Cash-end of period | 2,371 | 1,916 |
SUPPLEMENTAL DISCLOSURES | ||
Interest paid | ||
Income taxes paid | ||
NON-CASH ACTIVITIES | ||
Note payable | $ 250,000 |
Nature of Business and Continua
Nature of Business and Continuance of Operations | 6 Months Ended |
Jul. 31, 2019 | |
Description of Business and Basis of Presentation [Abstract] | |
NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS | NOTE 1: NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS Organization and nature of business The Company was incorporated in the state of Nevada on December 8, 2009 under the name Pristine Solutions, Inc. On January 8, 2014, the Company changed its name from Pristine Solutions, Inc. to Eco Science Solutions, Inc. During fiscal 2016 the Company changed its business focus and on January 1, 2016, the Company entered into a technology licensing and marketing support agreement with Separation Degrees – One, Inc. ("SDOI") that was focused on 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. On June 21, 2017, Eco Science Solutions, Inc. (ESSI) entered into a Stock Purchase Agreement ("SPA") with the shareholders of Ga-Du Corporation, a Nevada corporation ("Ga-Du", "Sellers"), wherein, ESSI agreed to purchase, and Sellers agreed to sell 100% of the shares of capital stock of Ga-Du to ESSI, in exchange for fifteen million (15,000,000) shares of ESSI Common Stock, to be issued to Sellers, pursuant to the SPA. In addition, the SPA called for the issuance of an additional 15,000,000 shares of the Company's common stock to the Ga-Du Founders when they brought a bank equity interest to the Company. Subsequently, effective July 30, 2017 the Company and the stockholders of Ga-Du entered into certain amendments to the original June 21, 2017, SPA cancelling the term regarding the issuance of an additional 15,000,000 Shares. Additionally, on September 22, 2017, and in order to avoid diluting the holdings of existing ESSI Shareholders, Jeffery and Don Taylor, CEO and CFO of ESSI, agreed to return 8,000,000 Shares each of ESSI's Common Stock of their own to the Company for cancellation, effective September 22, 2017. Following the closing of the SPA, Ga-Du is a wholly owned subsidiary of ESSI, bringing to ESSI a Financial Services Platform, and Inventory Control and Advisory Software Platforms, thus completing the ESSI product suite to benefit both consumer and professional customers of the Company. On July 26, 2017, all of the Shares of an Uruguayan entity, Holway Sociedad Anonima ("Holway", "Holway SA") were purchased by certain former shareholders of Ga-Du who thereafter became the sole shareholders of Holway. Holway's objective is to perform business in the Free-trade zone in Uruguay in accordance with the laws of the Free-trade zone; in every kind of industrial, commercial or other activity relating to its business of providing financial services. On September 19, 2017, the Holway shareholders transferred all of their shares of Holway to Ga- Du, and will hereafter conduct business pursuant to the Holway Uruguayan registration as Ga-Du; Doing Business As (DBA). Additionally, Holway has applied for a financial advisory services charter to perform its financial services through Ga-Du, and under the regulatory laws of the Uruguayan Central Bank. As of the date of this report, the process to secure the financial advisory charter remains in suspense until such time as ESSI secures additional financing. Once the application for the Financial Advisory Services Charter is approved, Ga-Du, through its Financial Advisory Services Charter, and in conjunction with the Alliance Financial Network system, intends to provide foreign jurisdictions with legalized cannabis, a banking mechanism to conduct business relative to the cannabis industry, and within the laws governing cannabis industry in those foreign jurisdictions doing business with the United States, and in compliance with US and foreign laws relative to the cannabis industry. Furthermore, Ga-Du will work closely with representatives of the South American MasterCard/Visa Card services, allowing Ga-Du to process merchant services through the Uruguayan entity, Holway, for transactions relative to the Cannabis industry, in countries and states where Cannabis is legalized. Presently the Company is awaiting approval of the charter prior to conducting operations under this entity. Further, on September 22, 2017, Ga-Du Corporation entered into an Assignment Agreement with G&L Enterprises, wherein G&L Enterprises assigned, to Ga-Du Corporation, all of its rights, interest in, and obligations under a License and Master Marketing Agreement (LMMA) it entered into with Alliance Financial Network, Inc. ("AFN", "Alliance") on September 6, 2017 (ref: Note 6). Alliance is registered with FinCEN (MSB Registration Number: 31000094744769) as a "non-bank financial institution", compliant with the AML/BSA guidelines of FinCEN, and is regulated by the Internal Revenue Service. Alliance operates a mobile application known as the eXPO™ electronic eXchange Portal ("eXPO TM ") and provides financial and marketing services to businesses and individuals which are challenged in the traditional banking systems, and require more intensive compliance then banks are willing, or able to perform. On March 5, 2018, an Addendum to the LMMA was entered into and agreed upon, wherein the LMMA was amended to reflect the right of Ga-Du to receive revenue from Colorado businesses; the LMMA originally excluded existing Colorado business as any revenue generating businesses. In addition, the revenue split under the LMMA was also revised. Among other things, in exchange for the split, where under Ga-Du is to receive 50% of all revenues, Ga-Du agreed to pay to Alliance $405,000 in two tranches, for operational expenses and business development in the State of Colorado as well as in other states. As a result, Ga-Du is entitled to receive 10% of all of Alliance's net revenue earned from Colorado revenues from October 15, 2017 forward. A final payment to Alliance was made on April 24, 2018, as agreed upon in the Addendum to the LMMA, making the Addendum Effective. As part of the agreed final payment $170,000 was advanced in cash by Mr. Lewis, the CEO of Ga-Du, as a loan to the Company, and Mr. Rountree, our COO, assumed the remaining $35,000 in the form of a debt assignment between a third party and Alliance. As a result, the Company was notified of its first revenues from beta testing under the LMMA totaling $28,431 (10% of net revenue generated by Colorado Business), as at October 31, 2018. Thereafter revenue generating operations under the terms of the LMMA with Alliance were suspended pending expansion of a banking relationship by eXPO TM in order to allow next stage transactional volume growth. The Company intends to record revenues from the aforementioned beta testing of the eXPO TM platform as of the date funds are received into our accounts. Subsequent to the period ended October 30, 2018, the Company and Alliance determined the $35K in amounts payable to a third party assumed by Mr. Rountree would be paid in cash, and the note assignment canceled. During July and August 2018, Mr. Rountree remitted the final $35,000 in payments for the benefit of Alliance, which amount has been included in related party payables. With the acquisition of Ga-Du, ESSI's product suite represent is now an enclosed ecosystem for business location, localized communications between consumers and business operators, on-topic social networking, inventory management / selection, payment facilitation and delivery arrangement. The Company's holistic commerce and content platform enables health, wellness and alternative medicine enthusiasts to easily locate, access, and connect with others to facilitate the research of and purchasing of eco-science friendly products. As Alliance continues its efforts to expand its eXPO TM banking relationships to support next phase operations, the Company is currently focusing on rolling out its Herbo Enterprise software and building that user base. Financial Statements Presented The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the six months ended July 31, 2019, are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2020. 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, 2019 as filed with the Securities and Exchange Commission on June 28, 2019. Principals of Consolidation The consolidated financial statements include the accounts of Eco Science Solutions, Inc. Ga-Du Corporation Going Concern These unaudited consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As at July 31, 2019, the Company had a working capital deficit of $10,318,192 and an accumulated deficit of $72,116,340. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. The unaudited consolidated financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jul. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies is presented to assist in understanding the Company's consolidated financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the consolidated financial statements. Certain reclassifications have been made to the prior period's consolidated 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 July 31, 2019, and January 31, 2019, 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, licensing rights and software (Intangible assets) Technology, licensing rights and software 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. There is no impairment expense for the intangible assets in three and six months ended July 31, 2019. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and were $ during the three and six months ended July 31, 2019, respectively; and $365,325 and $898,763 in the three and six months ended July 31, 2018, respectively. Advertising and marketing costs include ad placement and click through programs placed on a wide network of mediums acquired from advertising consolidators including Outbrain, MGID, Rev Content, Yahoo, MSN, AOL, Google and others for the full scope of the Company's brands including the Herbo and Fitrix 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. Further the Company incurs other advertising expense in respect to its attendance at various venues to promote our business objectives. Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from licensing agreements and contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. As of July 31, 2019, and January 31, 2019, no revenue has been recognized, and there was no impact on the Company's financial statements as a result of adopting Topic 606 during the most recent fiscal year end. While the Company has entered into an LMMA (re: Note 6) under which we are entitled to fee-based revenue on a profit-sharing basis from a financial services platform known as eXPO TM , the Company has determined that when recording its revenue, the monthly income is not clearly determinable until the fees are actually paid to the Company by AFN. As at October 31, 2018 fees payable by AFN for the period October 2017 through October 2018 as reconciled in commission reports received from AFN have not been received by the Company. In addition, subsequent to October 31, 2018 fees from the eXPO TM platform have been suspended as Alliance seeks banking relationships for larger volume transactions in order to move to the next phase of the platform launch. Because of this, the Company has determined to record its revenue in respect to the LMMA on the cash basis. In the future, should the fee structure and reporting process become more easily determinable, the recognition method may change. Pursuant to AFN's revenue reports, the amount payable to Ga-Du Corporation is $28,431 (10% of net revenue generated by Colorado Business) at October 31, 2018 and January 31, 2019. The Company will record the revenue once we receive the proceeds. 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. In the case of revenue earned by our wholly owned subsidiary, proceeds allocated to our revenue interest are net of associated costs. Stock-Based Compensation The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments Convertible Debt and Beneficial Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 "Derivatives and Hedging" to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration of any beneficial conversion features. Stock Settled Debt In certain instances, the Company will issue convertible notes which contain a provision in which the price of the conversion feature is priced at a fixed discount to the trading price of the Company's common shares as traded in the over-the-counter market. In these instances, the Company records a liability, in addition to the principal amount of the convertible note, as stock-settled debt for the fixed value transferred to the convertible note holder from the fixed discount conversion feature. As of July 31, 2019, and January 31, 2019, $248,432 for the value of the stock settled debt for certain convertible notes is included in the Convertible note, net account under balance sheet. (see Note 10). 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 The Company has reviewed other recently issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jul. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3: PROPERTY AND EQUIPMENT Property and equipment, net consists of the following: July 31, 2019 January 31, 2019 Office equipment $ 15,528 $ 15,528 Less: accumulated depreciation and amortization (11,575 ) (9,364 ) Total property and equipment, net $ 3,953 $ 6,164 Depreciation expense (excluding impairment) amounted to $1,105 and $1,295 for the three months period ended July 31, 2019 and 2018, respectively. Depreciation expense (excluding impairment) amounted to $2,211 and $2,589 for the six months period ended July 31, 2019 and 2018, respectively. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jul. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 4: INTANGIBLE ASSETS On June 21, 2017, the Company acquired a 100% interest in Ga-Du including certain intangible assets such as a Financial Services Platform, Testing Labs, and Inventory Control and Advisory Software Platforms. Intangible assets acquired as part of the acquisition of Ga-Du were fully impaired on acquisition. During the three months ended July 31, 2018 the Company continued to develop its software platforms and has capitalized a total of $12,282 in respect to ongoing software development, the entire amount of which was funded by the Company's Chief Operating Officer, Mr. Mike Rountree. During the three months ended October 31, 2018 the Company incurred additional software development costs totaling $350,000 from Take2L Enterprises, which amount remains payable and is included on the Company's balance sheets as Accounts payable. Software development for our Herbo division, supporting the cannabis industry, includes a consumer and enterprise software platform which among other key functionality, will include CRM (customer relationship management), MRP (materials resource planning), Inventory management, seed to sale compliancy, e-commerce, merchant processing (tied to our AFN partnership), accounting and taxation functionality, HR management and a robust suite of analytics. The Company is working with Take2L to build this software suite from the ground up. In the fiscal year ended January 31, 2019, the Company impaired intangible assets totaling $362,282. |
Sponsorship Agreements
Sponsorship Agreements | 6 Months Ended |
Jul. 31, 2019 | |
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 On April 1, 2018, ESSI entered into a Sponsorship Agreement with Fruit of Life Productions, LLC. The terms of the Agreement allow Eco Science Solutions, Inc. (ESSI) to sponsor Kaya Fest 2018, to be held in San Bernardino, California, and to be acknowledged by Fruit of Life Productions as a Sponsor at Kaya Fest, the Company agrees to pay Fruit of Life Productions $250,000. Sponsorship benefits will include, among other things, the following: (1) Main Stage named after ESSI; (2) Four 10x10 on site vendor booths; (3) Banner (10) placement in venue; (4) Audio/Video assets provided as promotional use for ESSI's Herbo; (5) Name and phrase of ESSI called out on stage between performers sets; (6) ESSI's logo and a link to ESSI on Kaya Fest website; (7) ESSI's logo on video wall; (8) ESSI's name and logo as presenting sponsor; (9) Banner at main entrance of venue; (10) On stage banner placement; and (11) ESSI's logo on all promotional print for Kaya Fest. The term of the Agreement began on April 1, 2018, and continued until April 30, 2018, at 11:59 p.m. at the closing of the Kaya Fest. Total fees payable of $250,000 have been recorded as |
License and Master Marketing Ag
License and Master Marketing Agreement | 6 Months Ended |
Jul. 31, 2019 | |
License and Master Marketing Agreement [Abstract] | |
LICENSE AND MASTER MARKETING AGREEMENT | NOTE 6: LICENSE AND MASTER MARKETING AGREEMENT On September 22, 2017, Ga-Du Corporation entered into an Assignment Agreement with G&L Enterprises, wherein G&L Enterprises assigned to Ga-Du Corporation, all of its rights, interest in, and obligations under a License and Master Marketing Agreement (LMMA) it entered into with Alliance Financial Network, Inc. ("AFN", "Alliance") on September 6, 2017. The basic terms of that Agreement are as follows: Alliance provides certain financial and marketing services to businesses and individuals, including the Cannabis Industry, on a programmatic or membership basis (the "Financial Program"), of which Alliance derives fees and income from enrolling companies in the Financial Program and providing a range of services, with respect to which AFN and Ga-Du may derive fees and income, for such clients (the "Members") according to the AFN pricing schedule (the "Fees"). Alliance Financial Network is registered with FinCEN (MSB Registration Number: 31000094744769) as a "non-bank financial institution", compliant with the AML/BSA guidelines of FinCEN, and is regulated by the Internal Revenue Service. Operating a mobile application known as eXPO™ electronic eXchange Portal, Alliance provides financial and marketing services to businesses and individuals, which are challenged in the traditional banking systems, and generally are those that require more intensive compliance then banks are willing, or able to perform. One such industry is the cannabis industry; Alliance is configured to establish Membership relationships businesses in this industry following a full compliance audit on the business. Ga-Du has agreed to issue, or cause to be issued, two hundred thousand (200,000) shares of the Company's common stock to Alliance. Ga-Du shall have the exclusive right to undertake marketing responsibilities of Alliance's Financial Services to businesses in the Cannabis industry, initially in Michigan, and Washington, with plans to extend throughout the United States, provided that it shall not extend to any states where Cannabis sales have not been legalized by that state's laws. Ga-Du shall be credited with all Cannabis related members and revenues that use Alliance's financial and marketing services, regardless of the source of revenue, or the party that enrolled the customer that generated the revenues, that are generated within any territory in which Ga-Du has commenced business. Alliance provides all software platform(s) necessary to deliver the Financial Services, assure compliance with appropriate Federal Requirements and international money laundering restrictions, administer all compliance, enrollment, and collection of fees from the Members contracting with Alliance, provide any and all necessary marketing or other materials describing Alliance's services and program, will forward any required Sales Commissions to the appropriate recipients, and assure adequate customer service at all times. Alliance is responsible for the functional operation of any software utilized in providing its services and for the administration and handling of monies and/or any credits relating thereto and, in the event of any claim, cause of action or lawsuit (together the "Claims") for failure to properly administer such responsibilities, Alliance shall have the sole obligation to defend such Claim(s) and shall fully indemnify, defend and hold harmless Ga-Du from and against such Claims. Alliance maintains accounting and data concerning the income from the Cannabis Industry and will generate a monthly income statement as to each of the following revenue streams: (i) membership fees; (ii) cash depository fees; (iii) merchant processing and credit card fees; (iv) transfer fees; and (v) advertising fees. Alliance and Ga-Du will split compensation derived from income generated from enrollees of Ga-Du as follows: (a) for income from point of sale payments to merchants, after deducting any Sales Commissions and cost basis (interchange and bank fees), Alliance will receive forty percent (40%), and Ga-Du shall receive sixty percent (60%); (b) for income from cash depository business deriving from the Cannabis industry, Alliance will receive sixty five percent (65%), and Ga-Du will receive thirty five percent (35%); (c) for income derived from membership fees from the Cannabis industry, Alliance and Ga-Du will split the revenue 40/60 as in (a) above; (d) for income generated from transfer fees, Alliance and Ga-Du will split the revenue on a 50/50 basis; and (e) for any other income derived from providing services to the Cannabis industry, Alliance and Ga-Du will split the income on an equal fifty/fifty basis, except that income derived from advertising fees paid by advertisers utilizing Alliance's kiosks will be split eighty-five percent (85%) to Alliance and fifteen percent (15%) to Ga-Du. Additionally, the terms of the License and Master Marketing Agreement G&L entered into with Alliance included a $100,000 Convertible Promissory Note ("Note") payable to G&L, based upon money G&L loaned to Alliance; the sole member of G&L Enterprises, L. John Lewis, is one of the founding members of Ga-Du Corporation. On September 22, 2017, G&L Enterprises assigned the July 6, 2017 $100,000 Convertible Promissory Note to Ga-Du The terms of the Note are for one year with 12% interest, and following the above-referenced assignment, payable to the Ga-Du Corporation. Furthermore, the Note can, at Ga-Du's option, be converted upon maturity into 1.12% of the equity of Alliance. 200,000 shares of common stock valued at $50,000, or $0.25 per share were expensed as research and development expenses. A total amount of $102,533 in respect to the assigned convertible note, include principal of $100,000 and accrued interest receivable of $2,533 which amounts were recorded as additional paid in capital. On March 5, 2018, an Addendum to that certain LMMA entered into between Ga-Du, the Company and AFN. (d/b/a eXPO TM ) ("Alliance", "eXPO TM "), and dated September 6, 2017, was entered into and agreed upon, wherein the LMMA was amended to reflect the right of Ga-Du to receive revenue from Colorado businesses; the LMMA originally excluded existing Colorado business as any revenue generating businesses. The Addendum allows for the following split: "With respect to the fee split between Alliance and Ga-Du as to income derived from cash depository business designated by eXPO TM as "Legacy Cash" deposited from businesses in the Cannabis industry, or other cash depository business brought in by Ga-Du, the Company shall receive fifty percent (50%) of all revenues and Ga-Du shall receive fifty percent (50%) of all such revenues (the "Cash Depository Revenues")". Among other things, in exchange for the split, whereby Ga-Du is to receive 50% of all revenues, Ga-Du agreed to pay to Alliance $405,000 in two tranches, for operational expenses and business development in the State of Colorado as well as in other states. Additionally, Ga-Du, from October 15, 2017, and going forward, is entitled to receive 10% of all of Alliance's net revenue earned from Colorado revenues. The payment to Alliance in the amount of $405,000 was concluded as of April 24, 2018, and has been recorded as Pursuant to Alliance's revenue reports, the amount payable to Ga-Du Corporation is $28,431 (10% of net revenue generated by Colorado Business) as at October 31, 2018. The Company will record the revenue once we receive the proceeds. Subsequent to October 31, 2018 fees from the eXPO TM platform have been suspended as Alliance seeks banking relationships for larger volume transactions in order to move to the next phase of the platform launch. We expect revenue from this agreement to resume during fiscal 2020. |
Prepaid Expenses
Prepaid Expenses | 6 Months Ended |
Jul. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES | NOTE 7: PREPAID EXPENSES Prepaid expenses consist of the following: July 31, 2019 January 31, 2019 Office lease – Security deposits $ 13,127 $ 13,127 Prepaid other expenses 15,000 15,000 Total prepaid expense $ 28,127 $ 28,127 |
Convertible Promisory Note Rece
Convertible Promisory Note Receivable | 6 Months Ended |
Jul. 31, 2019 | |
Convertible Promisory Note Receivable [Abstract] | |
CONVERTIBLE PROMISORY NOTE RECEIVABLE | NOTE 8: CONVERTIBLE PROMISSORY NOTE RECEIVABLE As discussed in Note 6, the Company acquired a convertible note receivable in the principal amount of $100,000 and accrued interest receivable in the amount of $14,533 on September 22, 2017. The Note matures on July 6, 2018 and bears interest at a rate of 12% per annum and is payable to Ga-Du Corporation. The Note can, at Ga-Du's option, be converted upon maturity into 1.12% of the equity of Alliance. During the three and six months period ended July 31, 2019 and 2018, the company recorded interest income of $3,000 and $6,000, respectively. As of July 31, 2019, the interest receivable on this note totaled $24,833 (January 31, 2019 - $18,833). |
Notes Payable
Notes Payable | 6 Months Ended |
Jul. 31, 2019 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 9: NOTES PAYABLE Total Balance, January 31, 2018 $ 2,132,430 Additions 1,990,188 Balance, January 31, 2019 4,122,618 Balance, July 31, 2019 $ 4,122,618 Note 1: 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 three and six months ended July 31, 2019 the Company accrued interest expense of $38 and $74, respectively. During the three and six months ended July 31, 2018 the Company accrued interest expense of $38 and $74, respectively. As of July 31, 2019, and January 31, 2019, the Company has accrued interest payable of $480 and $406, respectively. Note 2: 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 January 31, 2018 the note became due and remained unpaid. During the three and six months ended July 31, 2019 the Company accrued interest expense of $126 and $248, respectively. During the three and six months ended July 31, 2018 the Company accrued interest expense of $126 and $248 respectively. As of July 31, 2019, and January 31, 2019, the Company has accrued interest payable of $1,374 and $1,126, respectively. Note 3: 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. During the fiscal year ended January 31, 2018 the Company received accumulated amounts of $1,842,500 from a third party. The notes bear interest at a rate of 6% per annum and each is due one year from issue date. During the fiscal year ended January 31, 2019 the Company received accumulated amounts of $1,420,500 from a third party. The notes bear interest at a rate of 6% per annum and each is due one year from issue date. On March 28, 2018 this third party purchased an additional $250,000 in notes from our COO, Mr. Michael Rountree. The purchased notes bear interest at a rate of 1% per annum beginning on June 27, 2018 and are payable within thirty days notice of the Maturity Date. During the three and six months ended July 31, 2019 the Company accrued interest expense of $56,531 and $111,218, respectively. During the three and six months ended July 31, 2018 the Company accrued interest expense of $51,225 and $89,261 respectively. As of July 31, 2019, and January 31, 2019, the Company has accrued interest payable of $379,980 and $268,762, respectively. Note 4: During the year ended January 31, 2019, the Company received accumulated amount of $305,266 from a third party. The notes bear interest at a rate of 1% per annum, and due nine months from issue date. During the three and six months ended July 31, 2019 the Company accrued interest expense of $717 and $1,410, respectively. During the three and six months ended July 31, 2018 the Company accrued interest expense of $0 and $0, respectively. As of July 31, 2019, and January 31, 2019, the Company has accrued interest payable of $2,873 and $1,463, respectively. Note 5: On September 12, 2018 the Company received amount of $14,422 from a third party. The notes bear interest at a rate of 1% per annum, and due nine months from issue date. During the three and six months ended July 31, 2019 the Company accrued interest expense of $36 and $71, respectively on the aforementioned notes. As of July 31, 2019, and January 31, 2019, the Company has accrued interest payable of $127 and $56, respectively. |
Convertible Note Payable
Convertible Note Payable | 6 Months Ended |
Jul. 31, 2019 | |
Convertible Note Payable [Abstract] | |
CONVERTIBLE NOTE PAYABLE | NOTE 10: CONVERTIBLE NOTE PAYABLE On October 31, 2017 a third party agreed to purchase debt owed to Mr. Rountree, our COO, in the amount of $1,407,781 with a maturity date on or before November 1, 2018. Interest shall be 1% per annum, beginning on November 1, 2017 on the total amount of the debt of $1,407,781, and paid every 120 days on any outstanding balance, and shall begin to accrue on the date of conveyance. At the Maturity Date of this convertible debenture, Lender has the option to: (a) Convert the $1,407,781 Debt, plus accrued interest, into shares of Eco Science Solutions, Inc. Common Stock, at the rate of 15% discount to the closing price on the day of lender's conversion request, per share; or (b) Lender may demand full payment of $1,407,781 The total beneficial conversion feature discount recognized was $496,864 which is being amortized over the terms of the convertible notes payable. During the years ended January 31, 2019 and 2018 the Company recognized interest expense of $371,969 and $124,895, respectively, related to the amortization of the beneficial conversion feature discount. The unamortized balance of the beneficial conversion feature was $0 and as of January 31, 2019 and January 31, 2018, respectively. At July 31, 2019 and January 31, 2019, convertible note payable consisted of the following: July 31, 2019 January 31, 2019 Principal amount $ 1,407,781 $ 1,407,781 Liability on stock settled debt 248,432 248,432 Convertible notes payable, net $ 1,656,213 $ 1,656,213 During the three months ended July 31, 2019 and 2018, the Company accrued interest expense of $3,598. During the six months ended July 31, 2019 and 2018, the Company accrued interest expense of $7,078. As of July 31, 2019, and January 31, 2019, the Company has accrued interest payable of $24,949 and $17,871, respectively. As at the date of this report, the Lender has not made a demand for payment and the note is in default. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jul. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11: RELATED PARTY TRANSACTIONS As of July 31, 2019, and January 31, 2019, related parties are due a total of $1,543,088 and $537,325, respectively. July 31, 2019 January 31, 2019 Related party payable (1)(2)(4)(5)(6)(7) $ 1,306,335 $ 1,040,349 Notes payable (3) 856,357 502,739 Total related party transactions $ 2,162,692 $ 1,543,088 Services provided from related parties: Three Months Ended July 31, Six Months Ended July 31, 2019 2018 2019 2018 Mr. Jeffery Taylor (1) $ 28,750 $ 28,750 $ 57,500 $ 57,500 Mr. Don Lee Taylor (1) 26,250 26,250 52,500 52,500 Ms. Jennifer Taylor (2) 9,000 9,000 18,000 18,000 Mr. Michael Rountree (4) 30,000 30,000 60,000 60,000 L. John Lewis (5) 30,000 30,000 60,000 60,000 S. Randall Oveson (6) 30,000 30,000 60,000 60,000 Mr. Andy Tucker (7) 30,000 30,000 60,000 60,000 $ 184,000 $ 184,000 $ 368,000 $ 368,000 Interest expenses from related parties: Three Months Ended July 31, Six Months Ended July 31, 2019 2018 2019 2018 Mr. Jeffery Taylor (3) $ - $ 37 $ 21 $ 75 Mr. Don Lee Taylor (3) 33 37 75 75 Mr. Michael Rountree (4) 1,311 38 2,066 38 Mr. Lewis (5) 428 - 843 - $ 1,772 $ 112 $ 3,005 $ 188 (1) Effective December 17, 2015, Mr. Jeffery Taylor was appointed to serve as Chief Executive Officer of the Company and Mr. Don Lee Taylor was appointed to serve as Chief Financial Officer of the Company. On December 21, 2015, the Company entered into employment agreements with Mr. Jeffery Taylor and Mr. Don Lee Taylor for a period of 24 months, where after the contract may be renewed in one-year terms at the election of both parties. Jeffery Taylor shall receive an annual gross salary of $115,000 and Don Lee Taylor shall receive an annual gross salary of $105,000 payable in equal installments on the last day of each calendar month and which may be accrued until such time as the Company has sufficient cash flow to settle amounts payable. Further under the terms of the respective agreements all inventions, innovations, improvements, know-how, plans, development, methods, designs, analyses, specifications, software, drawings, reports and all similar or related information (whether or not patentable or reduced to practice) which relate to any of the Company's actual or proposed business activities and which are created, designed or conceived, developed or made by the Executive during the Executive's past or future employment by the Company or any Affiliates, or any predecessor thereof ("Work Product"), belong to the Company, or its Affiliates, as applicable. During the six months ended July 31, 2019, the company paid $94,519 to Mr. Jeffery Taylor and $10,500 to Mr. Don Lee Taylor. As at July 31, 2019 there was a total of $80,615 owing to Mr. Jeffery Taylor and $132,082 to Mr. Don Lee Taylor, respectively, in accrued and unpaid salary under the terms of the employment agreement. (2) For six months ended July 31, 2019 and 2018 the Company was invoiced a total of $18,000, as consulting services by Ms. Jennifer Taylor, sister of the Company's officers and directors. During the six months ended July 31, 2019, the company paid $0 to Ms. Jennifer Taylor. As at July 31, 2019 there was a total of $40,000 in accrued and unpaid. (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. During the fiscal year ended January 31, 2019, the company repaid $5,000 to Mr. Jeffery Taylor and $2,000 to Mr. Don Lee Taylor. During the six months ended July 31, 2019, the company repaid $10,000 to Mr. Jeffery Taylor and $0 to Mr. Don Lee Taylor. (4) On June 21, 2017, the Company entered into an employment agreement with Michael Rountree whereby Mr. Rountree agreed to serve as the Company's Chief Operating Officer for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Rountree has a base salary at an annual rate of $120,000. The Board shall review the Base Salary on an annual basis and may, but is not required to, make upward adjustments from time to time. We recorded $60,000 in the six months ended July 31, 2019 and 2018 under the terms of this agreement, all of which remains unpaid. As at July 31, 2019 there was a total of $260,000 in accrued and unpaid salary under the terms of the employment agreement. During the year ended January 31, 2019, the Company issued promissory notes to Mr. Rountree in the accumulated amount of $379,319. During the six months ended July 31, 2019, the Company issued promissory notes to Mr. Rountree in the accumulated amount of $363,618. The notes bear interest at a rate of 1% per annum, each is due nine months from issue date. Licensing agreement with Haiku Holdings LLC ("Haiku") On March 1, 2019 the Company and Haiku Holdings LLC "Haiku", a company controlled by Mr. Rountree, entered into a Trademark Licensing Agreement. Under the terms of the agreement, the Licensed Marks, including and incorporating Herbo, may be used by Haiku to facilitate the Company's business including lead generation and referral services. Further, as a result of any revenue generating business generated by Haiku, the Company shall receive 90% of the net revenue. The license remains in effect for a period of ten (10) years from the effective date of the agreement and may be terminated on sixty (60) days written notice by the Company should there be a material breach which remains uncured, or at any time on ten (10) days written notice by Haiku without cause. (5) On June 21, 2017, Ga-Du entered into an employment agreement with L. John Lewis whereby Mr. Lewis accepted employment as Chief Executive Officer of Ga-Du for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Lewis has a base salary at an annual rate of $120,000. The Board shall review the Base Salary on an annual basis and may, but is not required to, make upward adjustments from time to time. We recorded $60,000 in the six months ended July 31, 2019 and 2018 under the terms of this agreement, all of which remains unpaid. As at July 31, 2019 there was a total of $260,000 in accrued and unpaid salary under the terms of the employment agreement. During the three months ended April 30, 2018, Mr. Lewis paid $175,000 to third parties on behalf of the Company which amount has been recorded in Accounts payable – related parties. On July 31, 2018, the Company issued promissory notes to Mr. Lewis to convert the payable to note payable in the amount of $170,000. The notes bear interest at a rate of 1% per annum, each is due nine month from issue date. (6) On June 21, 2017, Ga-Du Corporation, a wholly owned subsidiary of Eco Science Solutions Inc. entered into an employment agreement with S. Randall Oveson whereby Mr. Oveson accepted employment as Chief Operating Officer of Ga-Du for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Oveson has a base salary at an annual rate of $120,000. The Board shall review the Base Salary on an annual basis and may, but is not required to, make upward adjustments from time to time. We recorded $60,000 in the six months ended July 31, 2019 and 2018 under the terms of this agreement, all of which remains unpaid. As at July 31, 2019 there was a total of $260,000 in accrued and unpaid salary under the terms of the employment agreement. (7) On June 21, 2017, Ga-Du entered into a consulting agreement with Andy Tucker, whereby Mr. Tucker will provide services to the Cannabis industry under development by the Company, as well as act as an advisor to various State regulators concerning the Cannabis industry for two years unless terminated earlier in accordance with the agreement. During the period of the agreement, Mr. Tucker has a base salary at an annual rate of $120,000. Compensation payments shall be divided into twelve (12) equal monthly payments, payable in arrears on the last day of each month following the commencement of the agreement, provided that any partial month worked shall be payable on the last day of such partial month. We recorded $60,000 in the six months ended July 31, 2019 and 2018 under the terms of this agreement, all of which remains unpaid. As at July 31, 2019 there was a total of $253,334 in accrued and unpaid salary under the terms of the consulting agreement. Mr. Tucker holds approximately 11.45% of the Company's issued and outstanding shares. |
Commitments
Commitments | 6 Months Ended |
Jul. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 12: 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 were $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. On expiry of the lease, and to date, the Company continues to occupy the space on a month to month basis at a rate of approximately $860 per month including operating costs. (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%. (b) …… 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. A Complaint was filed against Gannon Giguiere, president of Phenix Ventures, in July 2018, by the SEC, which alleges Mr. Giguiere's involvement in certain activities, of which the Company, its' officers, board members, and others directly involved with the Company, have no knowledge of. To date, there have been no Put Notices and no funding available from Phenix Ventures under the Registration Statement; additionally, no shares have been issued pursuant to the registration statement. In addition, we must deliver the other required documents, instruments and writings required. PVLLC is not required to purchase the Put Shares unless: - 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. - We shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the registrable securities. - 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 received Effect by the Securities and Exchange Commission, on May 15, 2017. To date there has been no funding provided under the aforementioned agreement. (c) On June 21, 2017, Ga-Du entered into an employment agreement with Ms. Wendy Maguire, whereby Ms. Maguire accepted employment as Vice President, business development of Ga-Du for two years unless terminated earlier in accordance with the agreement. During her period of employment, Ms. Maguire had a base salary at an annual rate of $120,000. Ms. Maguire resigned as Vice President, Business Development on December 12, 2018. Prior to her resignation Ms. Maguire filed a Complaint in the United States District Court from the Western District of Washington for payment of accrued and unpaid wages, legal fees and damages. The Company ceased to accrue fees for Ms. Maguire following receipt of the complaint (ref: Note 15). (d) On June 21, 2017, Ga-Du entered into an employment agreement with Mr. Dante Jones, whereby Mr. Jones accepted employment as Special Advisor to Ga-Du for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Jones has a base salary at an annual rate of $120,000. The Board shall review the Base Salary on an annual basis and may, but is not required to, make upward adjustments from time to time. We recorded $60,000 in the three months ended July 31, 2019 and 2018 under the terms of this agreement, all of which remains unpaid. As at July 31, 2019 there was a total of $260,000 in accrued and unpaid salary under the terms of the employment agreement. (e) On July 21, 2017, we entered into a Sublease commencing August 1, 2017 and terminating the earlier of (a) March 31, 2020, or (b) the date this sublease is terminated by sub landlord upon the occurrence of an event of default, the sublease covers a total of 6,120 square feet of office space. Monthly base rent for the period September 1, 2017 to July 31, 2018 is $14,535, and the first month of rent is free of charge. In the second year the monthly base rent increases to $15,173. In the third year the monthly base rent increases to $15,810. The Company has remitted a security deposit in the amount of $15,810 in respect of this sublease. The Company has passed on recording the deferred rent relative to the one free month of rent contained within the lease as it has been determined to be immaterial. During the period ended April 30, 2018 the Company accrued rent in respect to this sublease for the months of March and April 2018 including applicable operating costs. Subsequent to October 31, 2018 the Company has abandoned the space without payment or further accruals, and the lease has been effectively terminated. A balance of $21,051 remains due and payable as at July 31, 2019 and January 31, 2019. (f) The Company has entered into verbal agreements with Take2L, an arms length third party, to develop and service our current technology platform in consideration for certain fees as invoiced monthly. On September 1, 2018, Take2L invoiced $350,000 to the Company in respect of the ongoing development of software to support our platform, which the Company recorded as intangible assets (ref: Note 5) As at July 31, 2019 and January 31, 2019 an amount of $768,810 is due and payable to Take 2L in respect to invoices issued for services rendered. The Company has been unable to settle these invoices as they have come due. Take 2L has had a long working relationship with our Chief Operating Officer, Mr. Rountree, and with regard to other business; Take 2L has no relationship with the Company other than as a provider of services to the Company and does not hold any shares in the Company. Take 2L has continued to provide the Company essential services during the shortfall in funds to meet operational overhead as it comes due and it is expected these accounts will be settled in full as soon as resources become available. (g) On November 14, 2017, ESSI entered into an Endorsement Agreement with Mr. Stephen Marley. The terms of the Agreement allow for Mr. Marley to act as a Spokesperson for ESSI and to provide his endorsement of all ESSI products and services, domestically, and worldwide. The term of the Agreement is for one year, with automatic yearly renewals, unless terminated by either party with thirty days prior notice. Mr. Marley will be compensated in the amount of Ten Thousand Dollars ($10,000) per month and has been issued 1,000,000 shares of the Company's restricted common stock. The contract was not renewed on its expiry in November 2018. (h) On April 15, 2018 the Company entered into a Consulting Agreement with Standard Consulting LLC (the "Consultant") where under the Consultant will provide business development and evaluation services relative to the strategic growth of the Company. Further the Consultant will work with the CEO and CFO to develop new products, provide support for the Company's existing product suite, and provide logistical support services for manufacturing, warehousing, shipping and customer service as may be required. Under the terms of the contract the Consultant be compensated at a rate of $120,000 per year, payable quarterly on the first day of each quarter with a commencement date of May 1, 2018, for an initial term of six months, and renewable for a further six months on mutual agreement of the parties. Further the Company may settle amounts payable to Consultant by way of issuance of shares on 15 days notice. Any shares issued under the contract for services rendered will be issued at a 15% discount to market based on the closing market price on the day before the first day of the quarter. A further 1,000,000 restricted shares shall be issued upon commencement of the term and are subject to a six-month leak out restriction once available for resale under Rule 144. The shares were issued prior to January 31, 2019 and the contract was renewed for a further six-month term during November 2018. The contract terminated at the end of April 2019. (i) On February 1, 2019 the Company and a third party entered into a Consulting Services agreement whereunder the Consultant will provide development services relative to a suite of software for managing operations including accounting, inventory control and management, data management, reporting and compliance, lead generation and marketing, CRM sales management and certain other key functions. The term of the agreement is three (3) months shall be automatically renewed for successive three (3) month periods unless canceled in writing by either party thirty (30) days prior to the expiration of each term. Compensation shall be $10,000 per month payable by way of six installments of $5,000, payable February 1, 2019, and each fifteen days thereafter. On May 31, 2019, the Consultant terminated the contract, and each of the Consultant and the Company agreed the termination shall take immediately effect with no further compensation payable. |
Capital Stock
Capital Stock | 6 Months Ended |
Jul. 31, 2019 | |
Equity [Abstract] | |
CAPITAL STOCK | NOTE 13: CAPITAL 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. As of July 31, 2019, and January 1, 2019, there were 48,557,572 shares issued and 47,557,572 shares outstanding. No common stock was issued during the six months ended July 31, 2019. Common stock issued during the fiscal year ended January 31, 2019 On May 1, 2018, Series A Voting Preferred Shares On January 11, 2016, the Company's Board of Directors (the "Board") authorized the creation of 1,000 shares of Series A Voting Preferred Stock. The holder of the shares of the Series A Voting Preferred Stock has the right to vote those shares of the Series A Voting Preferred Stock regarding any matter or action that is required to be submitted to the shareholders of the Company for approval. The vote of each share of the Series A Voting Preferred Stock is equal to and counted as 10 times the votes of all of the shares of the Company's (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval. The Series A Voting Preferred Stock will not be convertible into Common Stock. As of July 31, 2019, and January 31, 2019, no Series A Voting Preferred Shares were issued. |
Contingencies
Contingencies | 6 Months Ended |
Jul. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | NOTE 14: CONTINGENCIES (1) On July 7, 2017, a purported shareholder of Eco Science Solutions, Inc. (the "Company"), Mr. Jimmie Glorioso, filed a verified shareholder derivative complaint against Jeffrey L. Taylor, Don L. Taylor (collectively, Jeffrey and Don Taylor are the "Taylors"), L. John Lewis and S. Randall Oveson, directors and officers in the Company, and Gannon Giguiere (collectively, the Taylors, Lewis, Oveson and Giguiere are the "Individual Defendants"), in the First Judicial District Court of the State of Nevada, Carson City County (the "Nevada Complaint"). Mr. Glorioso filed an amended complaint on or about January 11, 2019. The Company is identified as a nominal defendant, against which no claims are plead. The Nevada Complaint arises out of alleged materially false and misleading statements or omissions from SEC filings and/or public statements by or on behalf of Company. The Nevada Complaint asserts claims on behalf of the Company for breach of fiduciary duties against the Individual Defendants, aiding and abetting the breach of fiduciary duties against Lewis, Oveson and Giguiere, against the Individual Defendants for waste of corporate assets, and unjust enrichment against the Individual Defendants. The Nevada Complaint (1) seeks judicial declarations that (i) Mr. Glorioso may maintain this action on behalf of the Company and (ii) all individual defendants have breached and/or aided and abetted the breach of their fiduciary duties to the Company; (2) seeks damages to the Company allegedly sustained as a result of the acts/omissions of all individual defendants; (3) seeks an order directing the Company and all individual defendants to take all necessary actions to reform and improve the Company's corporate governance in order to avoid any alleged future harm to the Company. (2) On October 20, 2017, a purported shareholder of the Company, Mr. Ian Bell, filed a verified stockholder derivative complaint against the Individual Defendants in the United States District Court for the District of Hawaii (the "First Hawaii Complaint"). On January 11, 2018, a purported shareholder of the Company, Mr. Marc D' Annunzio, filed a verified stockholder derivative complaint against the Individual Defendants in the United States District Court for the District of Hawaii (the "Second Hawaii Complaint"). On February 9, 2018, the Hawaii federal court consolidated the First Hawaii Complaint and the Second Hawaii Complaint (the "Consolidated Hawaii Action"). On December 10, 2018, plaintiffs in the Consolidated Hawaii Action filed their amended complaint (the "Amended Hawaii Complaint"). The Company is identified as a nominal defendant, against which no claims are plead. The Amended Hawaii Complaint arises out of alleged materially false and misleading statements or omissions from SEC filings and/or public statements by or on behalf of the Company. The Amended Hawaii Complaint asserts claims on behalf of the Company for breach of fiduciary duty against the Taylors and Mr. Lewis and Mr. Oveson, for aiding and abetting breaches of fiduciary duties against Mr. Lewis and Mr. Oveson, for aiding and abetting breaches of fiduciary duties against Mr. Giguiere, for waste of corporate assets against the Individual Defendants, and for unjust enrichment against the Individual Defendants. The Amended Hawaii Complaint seeks damages for the alleged breaches of fiduciary duties, aiding and abetting, waste and unjust enrichment, demands restitution and disgorgement and requests an order directing the Company and all individual defendants to take all necessary actions to reform and improve the Company's corporate governance in order to avoid any alleged future harm to the Company. (3) On November 3, 2017, a purported shareholder of the Company, Mr. Hans Menos, filed a verified shareholder derivative complaint against the Individual Defendants in the United States District Court for the District of Nevada (the "Nevada Federal Complaint"). Mr. Menos amended the Nevada Federal Complaint on December 21, 2018. The Company is identified as a nominal defendant, against which no claims are plead. The Nevada Federal Complaint arises out of alleged materially false and misleading statements or omissions from SEC filings and/or public statements by or on behalf of Company. The Nevada Federal Complaint asserts claims on behalf of the Company for breach of fiduciary duties against the Individual Defendants, for aiding and abetting breaches of fiduciary duties against Mr. Giguiere, Mr. Lewis and Mr. Oveson, unjust enrichment against the Individual Defendants, waste of corporate assets against the Individual Defendants, abuse of control against the Individual Defendants, and gross mismanagement against the Individual Defendants. The Nevada Federal Complaint (I) seeks judicial declarations that (i) Mr. Menos may maintain this action on behalf of the Company and (ii) the Individual Defendants have breached and/or aided and abetted the breach of their fiduciary duties to the Company; (2) seeks damages to the Company allegedly sustained as a result of the acts/omissions of the Individual Defendants; (3) seeks an order directing the Company and the Individual Defendants to take all necessary actions to reform and improve the Company's corporate governance in order to avoid any alleged future harm to the Company. (4) On February 1, 2019, the lead plaintiff, Mr. Richard Raschke, a purported shareholder of the Company, filed an amended consolidated class action complaint against the Company, the Taylors, and Mr. Gannon Giguiere in the United States District Court for the District of New Jersey (the "Class Action"). The Class Action arises out of alleged materially false and misleading statements or omissions from SEC filings and/or public statements by or on behalf of Company. The Class Action asserts claims against all defendants for violation of Section 10(b) of the Securities Exchange Act of 1934 (the "Act"), violation of Section 20(a) of the Act against the Taylors and Giguiere and Violation of Section 20(b) against Mr. Giguiere. The Class Action seeks (1) certification of the purported class of plaintiffs, (2) compensatory damages in favor of the class and (3) an award of reasonable costs and expenses. Defendants have moved to stay this action. (5) Although the following lawsuit was not filed against the Company or any of its officers or directors, it nonetheless has a huge impact on the Company. On July 6, 2018, the Securities and Exchange Commission (the "SEC") filed a Complaint against Gannon Giguiere ("Giguiere"), president of Phenix Ventqres, LLC and the Company's largest outside funder. The Complaint alleges Mr. Giguiere's involvement in certain activities, of which the Company, its' officers, board members, and others directly involved with the Company, have no knowledge of. The Complaint seeks monetary and injunctive relief. On October 24, 2018, the Court granted the U.S. Government's motion to intervene in the proceedings and stay the action pending resolution of parallel criminal proceedings (described below). Pursuant to the Complaint being filed, the Company continues to seek funding elsewhere as it requires outside funding until it generates more consistent revenue. The Company previously filed an S-1 Registration Statement whereby Phenix would fund the Company in exchange for shares of common stock, and upon Put Notices; to date, there have been no Put Notices and no funds from Phenix Ventures have been distributed to the Company under the registration statement - no shares have been issued pursuant to the Registration Statement. (6) On June 29, 2018, the United States Government filed an indictment as to Gannon Giguiere in the U.S. District Court for the Southern District of California. In a Superseding Indictment, filed on January 25, 2019, the United States alleges that the defendant engaged in a scheme to manipulate the market for the common stock of two penny stock issuers, including ESSI. The United States claims that Mr. Giguiere is guilty of (1) conspiracy to commit securities fraud and manipulative trading and (2) securities fraud. On April 22, 2019, Mr. Giguiere entered a plea of not guilty to each of the counts against him in the Superseding Indictment. Trial is currently set to begin on August 20, 2019. (7) On September 10, 2018 the Company received a Letter of Summons and Notice of Complaint from Wendy Maguire, Vice President of Business Development for Ga-Du Corporation, filed in the United States District Court from the Western District of Washington on September 4, 2018 and naming The Company, its subsidiary Ga-Du Corporation and two of the Company's officers as Defendants. Maguire claims the Company (1) violated the Federal Labor Standards Act; (2) violated the Washington Minimum Wage and Rebate Act; (3) breached her employment contract; and (4) was unjustly enriched thereby. Maguire seeks payment of accrued and unpaid wages, legal fees and damages. The Company has filed its Answer. Plaintiff filed a Motion for Summary Judgment on March 14, 2019 on her statutory claim for unpaid wages and on her claim for breach of employment contract (claims 2 and 3, supra). The motion has been fully briefed and an Order Granting In Part Plaintiff's Motion for Summary Judgement was granted on August 22, 2019. Refer to Note 15 - Subsequent Events below. Although the Company is vigorously defending the above-referenced lawsuits, the successful defense of any of the lawsuits is undeterminable at this time, as are the extent of any possible damages. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jul. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15: SUBSEQUENT EVENTS On August 22, 2019 the United States District Court, Western District of Washington issued an Order granting in part Wendy Maguire's ("Plaintiff") Motion for Summary Judgement (the "Order") in respect to unpaid wages under an employment contract discussed above in Note 14(7). The Order concludes that Defendants ESSI and Ga-Du breached Plaintiff's Employment Agreement and are liable for $240,000 in compensatory damages unless Defendants can establish that Plaintiff had a duty to mitigate those damages and the amount of damages that could reasonably be avoided. At present Plaintiff is alleging total damages including unpaid wages, double damages for breach of contract, legal fees and other consequential damages in the total approximate amount of $978,402. The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there are no additional subsequent events to disclose. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 31, 2019 | |
Accounting Policies [Abstract] | |
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 July 31, 2019, and January 31, 2019, 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, licensing rights and software (Intangible assets) | Technology, licensing rights and software (Intangible assets) Technology, licensing rights and software 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. There is no impairment expense for the intangible assets in three and six months ended July 31, 2019. |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and were $ during the three and six months ended July 31, 2019, respectively; and $365,325 and $898,763 in the three and six months ended July 31, 2018, respectively. Advertising and marketing costs include ad placement and click through programs placed on a wide network of mediums acquired from advertising consolidators including Outbrain, MGID, Rev Content, Yahoo, MSN, AOL, Google and others for the full scope of the Company's brands including the Herbo and Fitrix 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. Further the Company incurs other advertising expense in respect to its attendance at various venues to promote our business objectives. |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from licensing agreements and contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. As of July 31, 2019, and January 31, 2019, no revenue has been recognized, and there was no impact on the Company's financial statements as a result of adopting Topic 606 during the most recent fiscal year end. While the Company has entered into an LMMA (re: Note 6) under which we are entitled to fee-based revenue on a profit-sharing basis from a financial services platform known as eXPO TM , the Company has determined that when recording its revenue, the monthly income is not clearly determinable until the fees are actually paid to the Company by AFN. As at October 31, 2018 fees payable by AFN for the period October 2017 through October 2018 as reconciled in commission reports received from AFN have not been received by the Company. In addition, subsequent to October 31, 2018 fees from the eXPO TM platform have been suspended as Alliance seeks banking relationships for larger volume transactions in order to move to the next phase of the platform launch. Because of this, the Company has determined to record its revenue in respect to the LMMA on the cash basis. In the future, should the fee structure and reporting process become more easily determinable, the recognition method may change. Pursuant to AFN's revenue reports, the amount payable to Ga-Du Corporation is $28,431 (10% of net revenue generated by Colorado Business) at October 31, 2018 and January 31, 2019. The Company will record the revenue once we receive the proceeds. |
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. In the case of revenue earned by our wholly owned subsidiary, proceeds allocated to our revenue interest are net of associated costs. |
Stock-Based Compensation | Stock-Based Compensation The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments |
Convertible Debt and Beneficial Conversion Features | Convertible Debt and Beneficial Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 "Derivatives and Hedging" to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration of any beneficial conversion features. |
Stock Settled Debt | Stock Settled Debt In certain instances, the Company will issue convertible notes which contain a provision in which the price of the conversion feature is priced at a fixed discount to the trading price of the Company's common shares as traded in the over-the-counter market. In these instances, the Company records a liability, in addition to the principal amount of the convertible note, as stock-settled debt for the fixed value transferred to the convertible note holder from the fixed discount conversion feature. As of July 31, 2019, and January 31, 2019, $248,432 for the value of the stock settled debt for certain convertible notes is included in the Convertible note, net account under balance sheet. (see Note 10). |
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 The Company has reviewed other recently issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jul. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | July 31, 2019 January 31, 2019 Office equipment $ 15,528 $ 15,528 Less: accumulated depreciation and amortization (11,575 ) (9,364 ) Total property and equipment, net $ 3,953 $ 6,164 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 6 Months Ended |
Jul. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaid expenses | July 31, 2019 January 31, 2019 Office lease – Security deposits $ 13,127 $ 13,127 Prepaid other expenses 15,000 15,000 Total prepaid expense $ 28,127 $ 28,127 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jul. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Total Balance, January 31, 2018 $ 2,132,430 Additions 1,990,188 Balance, January 31, 2019 4,122,618 Balance, July 31, 2019 $ 4,122,618 |
Convertible Note Payable (Table
Convertible Note Payable (Tables) | 6 Months Ended |
Jul. 31, 2019 | |
Convertible Note Payable [Abstract] | |
Schedule of convertible note payable | July 31, 2019 January 31, 2019 Principal amount $ 1,407,781 $ 1,407,781 Liability on stock settled debt 248,432 248,432 Convertible notes payable, net $ 1,656,213 $ 1,656,213 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jul. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | July 31, 2019 January 31, 2019 Related party payable (1)(2)(4)(5)(6)(7) $ 1,306,335 $ 1,040,349 Notes payable (3) 856,357 502,739 Total related party transactions $ 2,162,692 $ 1,543,088 Services provided from related parties: Three Months Ended July 31, Six Months Ended July 31, 2019 2018 2019 2018 Mr. Jeffery Taylor (1) $ 28,750 $ 28,750 $ 57,500 $ 57,500 Mr. Don Lee Taylor (1) 26,250 26,250 52,500 52,500 Ms. Jennifer Taylor (2) 9,000 9,000 18,000 18,000 Mr. Michael Rountree (4) 30,000 30,000 60,000 60,000 L. John Lewis (5) 30,000 30,000 60,000 60,000 S. Randall Oveson (6) 30,000 30,000 60,000 60,000 Mr. Andy Tucker (7) 30,000 30,000 60,000 60,000 $ 184,000 $ 184,000 $ 368,000 $ 368,000 Interest expenses from related parties: Three Months Ended July 31, Six Months Ended July 31, 2019 2018 2019 2018 Mr. Jeffery Taylor (3) $ - $ 37 $ 21 $ 75 Mr. Don Lee Taylor (3) 33 37 75 75 Mr. Michael Rountree (4) 1,311 38 2,066 38 Mr. Lewis (5) 428 - 843 - $ 1,772 $ 112 $ 3,005 $ 188 |
Nature of Business and Contin_2
Nature of Business and Continuance of Operations (Details) - USD ($) | Mar. 05, 2018 | Oct. 15, 2017 | Sep. 22, 2017 | Jun. 21, 2017 | Jan. 10, 2017 | Jan. 11, 2016 | Apr. 24, 2018 | Sep. 22, 2017 | Jul. 31, 2019 | Jul. 31, 2018 | Jan. 31, 2019 |
Description of Business and Basis of Presentation (Textual) | |||||||||||
Cancellation of stock | 8,000,000 | ||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||||||
Debt issuance cost related parties | $ 35,000 | ||||||||||
Payments for the benefit of alliance | $ 35,000 | ||||||||||
Advanced in cash | $ 170,000 | ||||||||||
Percentage of revenue received | 10.00% | 50.00% | |||||||||
Revenue recognition, description | Pursuant to AFN's revenue reports, the amount payable to Ga-Du Corporation is $28,431 (10% of net revenue generated by Colorado Business) at October 31, 2018. | ||||||||||
Working capital deficit | $ 10,318,192 | ||||||||||
Accumulated deficit | $ (72,116,340) | $ (71,181,452) | |||||||||
Ga Du Corporation [Member] | |||||||||||
Description of Business and Basis of Presentation (Textual) | |||||||||||
Total revenue | $ 405,000 | ||||||||||
Net revenue percentage | 50.00% | ||||||||||
Alliance [Member] | |||||||||||
Description of Business and Basis of Presentation (Textual) | |||||||||||
Common stock, shares issued | 200,000 | ||||||||||
Research and Development Expense [Member] | |||||||||||
Description of Business and Basis of Presentation (Textual) | |||||||||||
Common stock issued, value | $ 50,000 | ||||||||||
Common stock, shares issued | 200,000 | ||||||||||
License And Master Marketing Agreement [Member] | |||||||||||
Description of Business and Basis of Presentation (Textual) | |||||||||||
Revenue recognition, description | The Company was notified of its first revenues under the LMMA totaling $28,431 (10% of net revenue generated by Colorado Business). | ||||||||||
Equity Purchase Agreement [Member] | |||||||||||
Description of Business and Basis of Presentation (Textual) | |||||||||||
Cancellation of stock | 15,000,000 | ||||||||||
Exchange of shares, description | Exchange for fifteen million (15,000,000) shares of ESSI Common Stock | ||||||||||
Discount on stock issuance | 100.00% | ||||||||||
Common stock issued additional | 15,000,000 | ||||||||||
Chief Operating Officer [Member] | |||||||||||
Description of Business and Basis of Presentation (Textual) | |||||||||||
Payments for the benefit of alliance | $ 35,000 | ||||||||||
Board of Directors Chairman [Member] | Series A Preferred Stock [Member] | |||||||||||
Description of Business and Basis of Presentation (Textual) | |||||||||||
Preferred stock, shares authorized | 1,000 | ||||||||||
Separation Degrees One, Inc [Member] | |||||||||||
Description of Business and Basis of Presentation (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 | ||||||||||
Separation Degrees One, Inc [Member] | Series A Preferred Stock [Member] | |||||||||||
Description of Business and Basis of Presentation (Textual) | |||||||||||
Preferred stock, shares authorized | 1,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2019 | Jul. 31, 2018 | Jul. 31, 2019 | Jul. 31, 2018 | Apr. 30, 2018 | |
Summary of Significant Accounting Policies (Textual) | |||||
Advertising and marketing costs | $ 12,146 | $ 365,325 | $ 27,903 | $ 898,763 | |
Revenue recognition, description | Pursuant to AFN's revenue reports, the amount payable to Ga-Du Corporation is $28,431 (10% of net revenue generated by Colorado Business) at October 31, 2018. | ||||
Convertible notes, net of discount | $ 248,432 | $ 248,432 | $ 248,432 | ||
Impairment expense | $ 362,282 | ||||
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 ($) | Jul. 31, 2019 | Jan. 31, 2019 |
Property, Plant and Equipment [Abstract] | ||
Office equipment | $ 15,528 | $ 15,528 |
Less: accumulated depreciation and amortization | (11,575) | (9,364) |
Total property and equipment, net | $ 3,953 | $ 6,164 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2019 | Jul. 31, 2018 | Jul. 31, 2019 | Jul. 31, 2018 | |
Property and Equipment (Textual) | ||||
Depreciation expense | $ 1,105 | $ 1,295 | $ 2,211 | $ 2,589 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Jul. 31, 2019 | Jan. 31, 2019 | Jul. 31, 2017 | Jun. 21, 2017 |
Intangible Assets (Textual) | ||||
Intangible assets acquired, percentage | 100.00% | |||
Software development costs | $ 350,000 | |||
Impaired intangible assets | $ 362,282 | $ 12,282 |
Sponsorship Agreements (Details
Sponsorship Agreements (Details) - USD ($) | Apr. 01, 2018 | Jul. 31, 2019 | Jul. 31, 2018 | Apr. 30, 2017 | Jul. 31, 2019 | Jul. 31, 2018 | Apr. 16, 2017 | Feb. 09, 2017 |
Sponsorship Agreements (Textual) | ||||||||
Research, development, and promotional expenses | $ 19,764 | $ 657,948 | ||||||
Fruit Of Life Productions Llc [Member] | ||||||||
Sponsorship Agreements (Textual) | ||||||||
Payment of sponsorship agreements | $ 250,000 | $ (50,000) | ||||||
Research, development, and promotional expenses | $ 185,000 | $ 250,000 | ||||||
Agreements Benefit Description | (1) Main Stage named after ESSI; (2) Four 10x10 on site vendor booths; (3) Banner (10) placement in venue; (4) Audio/Video assets provided as promotional use for ESSI's Herbo; (5) Name and phrase of ESSI called out on stage between performers sets; (6) ESSI's logo and a link to ESSI on Kaya Fest website; (7) ESSI's logo on video wall; (8) ESSI's name and logo as presenting sponsor; (9) Banner at main entrance of venue; (10) On stage banner placement; and (11) ESSI's logo on all promotional print for Kaya Fest. | |||||||
Roaring Lion Tours, Inc [Member] | ||||||||
Sponsorship Agreements (Textual) | ||||||||
Payment of sponsorship agreements | $ (135,000) |
License and Master Marketing _2
License and Master Marketing Agreement (Details) - USD ($) | Oct. 15, 2017 | Apr. 24, 2018 | Sep. 22, 2017 | Jul. 31, 2019 | Jul. 31, 2018 | Oct. 31, 2017 | Jan. 31, 2019 |
License and Master Marketing Agreement (Textual) | |||||||
Convertible promissory note payable | $ 102,533 | ||||||
Derived from income generated from enrollees of Ga Dut, description | Alliance and Ga-Du will split compensation derived from income generated from enrollees of Ga-Du as follows: (a) for income from point of sale payments to merchants, after deducting any Sales Commissions and cost basis (interchange and bank fees), Alliance will receive forty percent (40%), and Ga-Du shall receive sixty percent (60%); (b) for income from cash depository business deriving from the Cannabis industry, Alliance will receive sixty five percent (65%), and Ga-Du will receive thirty five percent (35%); (c) for income derived from membership fees from the Cannabis industry, Alliance and Ga-Du will split the revenue 40/60 as in (a) above; (d) for income generated from transfer fees, Alliance and Ga-Du will split the revenue on a 50/50 basis; and (e) for any other income derived from providing services to the Cannabis industry, Alliance and Ga-Du will split the income on an equal fifty/fifty basis, except that income derived from advertising fees paid by advertisers utilizing Alliance's kiosks will be split eighty-five percent (85%) to Alliance and fifteen percent (15%) to Ga-Du. | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Principal amount | $ 100,000 | ||||||
Interest receivable contributed to additional paid in capital | |||||||
Percentage of revenue received | 10.00% | 50.00% | |||||
Revenue recognition, description | Pursuant to AFN's revenue reports, the amount payable to Ga-Du Corporation is $28,431 (10% of net revenue generated by Colorado Business) at October 31, 2018. | ||||||
Alliance [Member] | |||||||
License and Master Marketing Agreement (Textual) | |||||||
Common stock, shares issued | 200,000 | ||||||
Convertible promissory note interest, percentage | 1.12% | ||||||
Research, development, and promotional expenses | $ 405,000 | ||||||
Alliance [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||
License and Master Marketing Agreement (Textual) | |||||||
Operational expenses and business development | $ 405,000 | ||||||
Alliance [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||
License and Master Marketing Agreement (Textual) | |||||||
Operational expenses and business development | $ 405,000 | ||||||
G L Enterprises [Member] | |||||||
License and Master Marketing Agreement (Textual) | |||||||
Convertible promissory note interest, percentage | 12.00% | ||||||
Convertible promissory note payable | $ 100,000 | ||||||
Research and Development Expense [Member] | |||||||
License and Master Marketing Agreement (Textual) | |||||||
Common stock, shares issued | 200,000 | ||||||
Common stock issued, value | $ 50,000 | ||||||
Common stock, par value | $ 0.25 |
Prepaid Expenses (Details)
Prepaid Expenses (Details) - USD ($) | Jul. 31, 2019 | Jan. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Office lease - Security deposits | $ 13,127 | $ 13,127 |
Prepaid other expenses | 15,000 | 15,000 |
Total prepaid expense | $ 28,127 | $ 28,127 |
Convertible Promisory Note Re_2
Convertible Promisory Note Receivable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Sep. 22, 2017 | Feb. 17, 2016 | Jul. 31, 2019 | Jul. 31, 2018 | Jul. 31, 2019 | Jul. 31, 2018 | Jan. 31, 2019 | |
Convertible Promisory Note Receivable (Textual) | |||||||
Principal amount | $ 100,000 | ||||||
Accrued interest receivable | $ 14,533 | ||||||
Interest income | $ 3,000 | $ 3,000 | $ 6,000 | $ 6,000 | |||
Maturity date | Aug. 17, 2016 | ||||||
Maturity description | As of October 31, 2018, the interest receivable on this note totaled $15,833 (January 31, 2018 - $6,833). | ||||||
Interest receivable | $ 24,833 | $ 24,833 | $ 18,833 | ||||
Ga Du Corporation [Member] | |||||||
Convertible Promisory Note Receivable (Textual) | |||||||
Maturity date | Jul. 6, 2018 | ||||||
Note bears interest rate | 12.00% | 12.00% | |||||
Maturity description | The Note can, at Ga-Du's option, be converted upon maturity into 1.12% of the equity of Alliance. |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jul. 31, 2019 | Jan. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Balance | $ 4,122,618 | $ 2,132,430 |
Additions | 1,990,188 | |
Balance | $ 4,122,618 | $ 4,122,618 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - USD ($) | Mar. 28, 2018 | Jul. 31, 2019 | Oct. 31, 2018 | Jul. 31, 2018 | Jul. 31, 2019 | Jul. 31, 2018 | Jan. 31, 2019 | Jan. 31, 2017 | Sep. 12, 2018 | Apr. 30, 2018 | Jan. 31, 2018 |
Notes Payable and Convertible Note (Textual) | |||||||||||
Accrued interest expense | $ 3,598 | $ 3,598 | $ 7,078 | $ 7,078 | |||||||
Convertible Notes Payable [Member] | |||||||||||
Notes Payable and Convertible Note (Textual) | |||||||||||
Services provided from related parties | $ 14,930 | ||||||||||
Due date, description | The notes bear interest at a rate of 6% per annum and each is due one year from issue date. | The notes bear interest at a rate of 1% per annum, and each due three months from issue date. | |||||||||
Accrued interest expense | 36 | $ 74 | $ 36 | ||||||||
Accrued interest payable | 480 | 480 | 406 | ||||||||
Accrued interest expense | 38 | 74 | 74 | 38 | |||||||
Convertible Notes Payable One [Member] | |||||||||||
Notes Payable and Convertible Note (Textual) | |||||||||||
Services provided from related parties | $ 50,000 | ||||||||||
Due date, description | The note bears interest at a rate of 1% per annum and is due three months from issue date. | ||||||||||
Accrued interest expense | 374 | 122 | |||||||||
Accrued interest payable | 1,374 | 1,374 | 1,126 | ||||||||
Accrued interest expense | 126 | 126 | 248 | 248 | |||||||
Convertible Notes Payable Two [Member] | |||||||||||
Notes Payable and Convertible Note (Textual) | |||||||||||
Services provided from related parties | $ 225,000 | $ 1,420,500 | $ 1,842,500 | ||||||||
Due date, description | The purchased notes bear interest at a rate of 1% per annum beginning on June 27, 2018 and are payable within thirty days notice of the Maturity Date. | The notes bear interest at a rate of 6% per annum and each is due one year from issue date. | The notes bear interest at a rate of 6% per annum and each 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. | |||||||
Accrued interest payable | 379,980 | $ 379,980 | 268,762 | ||||||||
Additional purchase amount | $ 250,000 | ||||||||||
Accrued interest expense | 56,531 | 51,225 | 111,218 | 89,261 | |||||||
Convertible Notes Payable Three [Member] | |||||||||||
Notes Payable and Convertible Note (Textual) | |||||||||||
Services provided from related parties | 305,266 | 305,266 | |||||||||
Due date, description | The notes bear interest at a rate of 1% per annum, and due nine months from issue date. | ||||||||||
Accrued interest payable | 2,873 | 2,873 | 1,463 | ||||||||
Accrued interest expense | 717 | $ 0 | $ 1,410 | 0 | |||||||
Convertible Notes Payable Four [Member] | |||||||||||
Notes Payable and Convertible Note (Textual) | |||||||||||
Services provided from related parties | $ 14,422 | ||||||||||
Due date, description | The notes bear interest at a rate of 1% per annum, and due nine months from issue date. | ||||||||||
Accrued interest payable | $ 127 | $ 127 | $ 56 | ||||||||
Accrued interest expense | $ 36 | $ 71 |
Convertible Note Payable (Detai
Convertible Note Payable (Details) - USD ($) | Jul. 31, 2019 | Jan. 31, 2019 |
Convertible Note Payable [Abstract] | ||
Principal amount | $ 1,407,781 | $ 1,407,781 |
Liability on stock settled debt | 248,432 | 248,432 |
Convertible notes payable, net | $ 1,656,213 | $ 1,656,213 |
Convertible Note Payable (Det_2
Convertible Note Payable (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Oct. 31, 2017 | Jul. 31, 2019 | Jul. 31, 2018 | Jul. 31, 2019 | Jul. 31, 2018 | Jan. 31, 2019 | Apr. 30, 2018 | |
Convertible Note Payable (Textual) | |||||||
Convertible note payable, description | Third party agreed to purchase debt owed to Mr. Rountree, our COO, in the amount of $1,407,781 with a maturity date on or before November 1, 2018. Interest shall be 1% per annum, beginning on November 1, 2017 on the total amount of the debt of $1,407,781, and paid every 120 days on any outstanding balance, and shall begin to accrue on the date of conveyance. | ||||||
Full payment of unpaid balance | $ 1,407,781 | ||||||
Beneficial conversion feature discount | 496,864 | ||||||
Amortization of the beneficial conversion feature discount | 371,969 | $ 124,895 | |||||
Unamortized balance of the beneficial conversion feature | $ 0 | 0 | $ 371,969 | ||||
Accrued interest expense | 3,598 | $ 3,598 | 7,078 | 7,078 | |||
Accrued interest payable | $ 24,949 | $ 24,949 | $ 17,871 | ||||
Lender [Member] | |||||||
Convertible Note Payable (Textual) | |||||||
Convertible debt accrued interest | $ 1,407,781 | ||||||
Common stock discount percentage | 15.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - Related Party [Member] - USD ($) | Jul. 31, 2019 | Apr. 30, 2018 |
Related Party Transaction [Line Items] | ||
Related party payable | $ 1,306,335 | $ 1,040,349 |
Notes payable | 856,357 | 502,739 |
Total related party transactions | $ 2,162,692 | $ 1,543,088 |
Related Party Transactions (D_2
Related Party Transactions (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2019 | Jul. 31, 2018 | Jul. 31, 2019 | Jul. 31, 2018 | |
Related Party Transaction [Line Items] | ||||
Services provided from related parties | $ 184,000 | $ 184,000 | $ 368,000 | $ 368,000 |
Chief Executive Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Services provided from related parties | 28,750 | 28,750 | 57,500 | 57,500 |
Chief Financial Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Services provided from related parties | 26,250 | 26,250 | 52,500 | 52,500 |
Immediate Family Member of Management or Principal Owner [Member] | ||||
Related Party Transaction [Line Items] | ||||
Services provided from related parties | 9,000 | 9,000 | 18,000 | 18,000 |
Mr Michael Rountree [Member] | ||||
Related Party Transaction [Line Items] | ||||
Services provided from related parties | 30,000 | 30,000 | 60,000 | 60,000 |
L John Lewis [Member] | ||||
Related Party Transaction [Line Items] | ||||
Services provided from related parties | 30,000 | 30,000 | 60,000 | 60,000 |
S Randall Oveson [Member] | ||||
Related Party Transaction [Line Items] | ||||
Services provided from related parties | 30,000 | 30,000 | 60,000 | 60,000 |
Mr Andy Tucker [Member] | ||||
Related Party Transaction [Line Items] | ||||
Services provided from related parties | $ 30,000 | $ 30,000 | $ 60,000 | $ 60,000 |
Related Party Transactions (D_3
Related Party Transactions (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2019 | Jul. 31, 2018 | Jul. 31, 2019 | Jul. 31, 2018 | |
Related Party Transaction [Line Items] | ||||
Interest expenses from related parties | $ 1,772 | $ 112 | $ 3,005 | $ 188 |
Chief Executive Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Interest expenses from related parties | 37 | 21 | 75 | |
Chief Financial Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Interest expenses from related parties | 33 | 37 | 75 | 75 |
Mr Michael Rountree [Member] | ||||
Related Party Transaction [Line Items] | ||||
Interest expenses from related parties | 1,311 | 38 | 2,066 | 38 |
Mr. Lewis [Member] | ||||
Related Party Transaction [Line Items] | ||||
Interest expenses from related parties | $ 843 | |||
Mr.Lewis [Member] | ||||
Related Party Transaction [Line Items] | ||||
Interest expenses from related parties | $ 428 |
Related Party Transactions (D_4
Related Party Transactions (Details Textual) - USD ($) | Dec. 21, 2015 | Jun. 21, 2017 | Feb. 17, 2016 | Feb. 17, 2016 | Oct. 31, 2018 | Jul. 31, 2019 | Jul. 31, 2018 | Oct. 31, 2017 | Jan. 31, 2017 | Sep. 30, 2018 | Apr. 30, 2018 |
Related Party Transactions (Textual) | |||||||||||
Maturity date | Aug. 17, 2016 | ||||||||||
Interest with respect to notes | $ 528 | ||||||||||
Chief Financial Officer [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Annual gross salary | $ 105,000 | ||||||||||
Promissory notes issued | $ 17,500 | $ 17,500 | |||||||||
Repayments to related party debt | $ 2,500 | ||||||||||
Notes bear interest rate | 1.00% | ||||||||||
Salary expense | 10,500 | ||||||||||
Accrued Salary | 132,082 | ||||||||||
Chief Executive Officer [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Annual gross salary | $ 115,000 | ||||||||||
Promissory notes issued | $ 17,500 | $ 17,500 | |||||||||
Repayments to related party debt | $ 2,500 | ||||||||||
Total invoiced in consulting services | 9,000 | $ 18,000 | |||||||||
Salary expense | 94,519 | ||||||||||
Accrued Salary | 80,615 | ||||||||||
Mr.JefferyTaylor [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Accrued interest | 224 | $ 224 | |||||||||
Notes bear interest rate | 1.00% | ||||||||||
Mr Andy Tucker [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Annual gross salary | $ 120,000 | ||||||||||
Number of monthly payments | 12 | ||||||||||
Amount of related party under the terms of agreement | 90,000 | 30,000 | |||||||||
Percentage of issued and outstanding shares | 11.45% | ||||||||||
Salary expense | 60,000 | 60,000 | |||||||||
Accrued Salary | 253,334 | ||||||||||
Mr Michael Rountree [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Annual gross salary | $ 120,000 | ||||||||||
Promissory notes issued | 363,618 | $ 8,375 | $ 170,000 | ||||||||
Amount of related party under the terms of agreement | 30,000 | 30,000 | |||||||||
Total invoiced in consulting services | 1,125,000 | ||||||||||
Accrued interest | 473 | ||||||||||
Salary expense | 60,000 | 60,000 | |||||||||
Accrued Salary | 260,000 | ||||||||||
S Randall Oveson [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Annual gross salary | 120,000 | ||||||||||
Amount of related party under the terms of agreement | 30,000 | 30,000 | |||||||||
Salary expense | 60,000 | 60,000 | |||||||||
Accrued Salary | 260,000 | ||||||||||
L John Lewis [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Annual gross salary | $ 120,000 | ||||||||||
Amount of related party under the terms of agreement | 30,000 | 30,000 | |||||||||
Accounts payable - related parties | $ 175,000 | ||||||||||
Accrued interest | 428 | ||||||||||
Salary expense | 60,000 | 60,000 | |||||||||
Mr.Lewis [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Promissory notes issued | $ 170,000 | ||||||||||
Notes bear interest rate | 1.00% | ||||||||||
Accrued Salary | $ 260,000 | ||||||||||
Rountree Consulting Inc [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Total invoiced in consulting services | |||||||||||
Notes bear interest rate | 1.00% | ||||||||||
Mr Don Lee Taylor [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Accrued interest | $ 224 | $ 224 | |||||||||
Immediate Family Member of Management or Principal Owner [Member] | |||||||||||
Related Party Transactions (Textual) | |||||||||||
Salary expense | 0 | ||||||||||
Accrued Salary | $ 40,000 |
Commitments (Details)
Commitments (Details) - USD ($) | Sep. 01, 2018 | Apr. 15, 2018 | Nov. 14, 2017 | Aug. 31, 2017 | Jan. 10, 2017 | Jul. 21, 2017 | Jun. 21, 2017 | Mar. 22, 2016 | Jul. 31, 2019 | Jan. 31, 2019 |
Commitments (Textual) | ||||||||||
Lease term | 2 years | |||||||||
Monthly base rent | $ 52,650 | |||||||||
Operating costs of lease | $ 25,806 | |||||||||
Security deposit | $ 13,127 | $ 13,127 | ||||||||
Respect of sublease | $ 1,581,000 | |||||||||
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 July 21, 2017, we entered into a Sublease commencing August 1, 2017 and terminating the earlier of (a) March 31, 2020, or (b) the date this sublease is terminated by sub landlord upon the occurrence of an event of default, the sublease covers a total of 6,120 square feet of office space. Monthly base rent for the period September 1, 2017 to July 31, 2018 is $14,535, and the first month of rent is free of charge. In the second year the monthly base rent increases to $15,173. In the third year the monthly base rent increases to $15,810. The Company has remitted a security deposit in the amount of $15,810 in respect of this sublease. The Company has passed on recording the deferred rent relative to the one free month of rent contained within the lease as it has been determined to be immaterial. During the period ended April 30, 2018 the Company accrued rent in respect to this sublease for the months of March and April 2018 including applicable operating costs. Subsequent to the quarter the Company has abandoned the space without payment or further accruals, and the lease has been effectively terminated. A balance of $21,051 remains due and payable as at October 31, 2018. | 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. | ||||||||
Due and payable | $ 768,810 | |||||||||
Restricted shares issued | 1,000,000 | |||||||||
Take 2L [Member] | ||||||||||
Commitments (Textual) | ||||||||||
Invoiced for software development | $ 350,000 | |||||||||
Consultant [Member] | ||||||||||
Commitments (Textual) | ||||||||||
Commitments, description | Under the terms of the contract the Consultant shall receive an annual fee of $120,000, payable quarterly on the first day of each quarter with a commencement date of May 1, 2018. Further the Company may settle amounts payable to Consultant by way of issuance of shares on 15 days notice. Any shares issued under the contract for services rendered will be issued at a 15% discount to market to the closing market price on the day before the first day of the quarter. A further 1,000,000 restricted shares shall be issued upon commencement of the term and are subject to a six- month leak out restriction once available for resale under Rule 144. The shares were issued subsequent to the date of this report. The contract term is six months and is renewable for additional six-month terms by mutual consent of the parties. | |||||||||
Mr Stephen Marley [Member] | ||||||||||
Commitments (Textual) | ||||||||||
Compensate amount | $ 10,000 | |||||||||
Ms Maguire [Member] | ||||||||||
Commitments (Textual) | ||||||||||
Commitments, description | On June 21, 2017, Ga-Du entered into an employment agreement with Ms. Wendy Maguire, whereby Ms. Maguire accepted employment as Vice President, business development of Ga-Du for two years unless terminated earlier in accordance with the agreement. During his period of employment, Ms. Maguire has a base salary at an annual rate of $120,000. The Board shall review the Base Salary on an annual basis and may, but is not required to make upward adjustments from time to time. Ms. Maguire resigned as Vice President, Business Development on December 12, 2018. | |||||||||
Mr Jones [Member] | ||||||||||
Commitments (Textual) | ||||||||||
Commitments, description | On June 21, 2017, Ga-Du entered into an employment agreement with Mr. Dante Jones, whereby Mr. Jones accepted employment as Special Advisor to Ga-Du for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Jones has a base salary at an annual rate of $120,000. The Board shall review the Base Salary on an annual basis and may, but is not required to, make upward adjustments from time to time. |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | May 02, 2018 | Jan. 11, 2016 | Jun. 21, 2017 | Jul. 31, 2019 | Oct. 31, 2017 | Jan. 31, 2019 |
Capital Stock (Textual) | ||||||
Common stock, shares issued | 48,557,572 | 47,557,572 | ||||
Common stock, shares outstanding | 48,557,572 | 47,557,572 | ||||
Common stock, shares authorized | 650,000,000 | 650,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Restricted shares issued | 1,000,000 | |||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ||||
Mr.JefferyTaylor [Member] | ||||||
Capital Stock (Textual) | ||||||
Unpaid compensation totaling accrued interest | $ 224 | $ 224 | ||||
L John Lewis [Member] | ||||||
Capital Stock (Textual) | ||||||
Unpaid compensation totaling accrued interest | 428 | |||||
Mr Don Lee Taylor [Member] | ||||||
Capital Stock (Textual) | ||||||
Unpaid compensation totaling accrued interest | 224 | $ 224 | ||||
Mr Michael Rountree [Member] | ||||||
Capital Stock (Textual) | ||||||
Unpaid compensation totaling accrued interest | $ 473 | |||||
Restricted Stock [Member] | ||||||
Capital Stock (Textual) | ||||||
Restricted shares issued | 1,000,000 | |||||
Restricted shares issued, value | $ 90,000 | |||||
Common stock price per share | $ 0.09 | |||||
Board of Directors Chairman [Member] | Series A Preferred Stock [Member] | ||||||
Capital 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. |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | 1 Months Ended |
Aug. 22, 2019USD ($) | |
Compensatory amount | $ 240,000 |
Approximate litigation expense | $ 978,402 |