ITEM 1.
BUSINESS
Corporate Overview
The Company's principal executive office is located at 1135 Makawao Avenue, Suite 103-188 Makawao, Hawaii 96768. The Company's telephone number is 833-GoHerbo (833 464-3726). The Company's website is www.useherbo.com.
The Company's common stock symbol is "ESSI". During May 2017 the trading of ESSI shares on the public exchanges was suspended, and although the suspension has been lifted, a Form 15c2-11 with current information must be filed with the Financial Industry Regulatory Authority (FINRA) prior to the caveat emptor status being lifted, and before trading can resume. The Company is in the process of getting a Form 15c2-11 filed; as soon as it meets FINRA's criteria, it will be filed. This is anticipated to take place during the second quarter of fiscal 2020.
On February 14, 2014, the company effected a 1,000- for 1 reverse split. All share and per share figures herein reflect the impact of the split.
Corporate History
Formation and Business Development
The Company was incorporated in the state of Nevada on December 8, 2009, under the name Pristine Solutions, Inc. The Company's wholly owned subsidiary, Pristine Solutions Limited, was incorporated under the laws of Jamaica. The Company's original business plan focused on developing a network of sales points for the sale and service of tankless water heaters in Jamaica, through Pristine Solutions Limited. The Company's aim was to become the first tankless water heater company specializing in tankless-only products to enter the Jamaican market, and the only company in the Jamaican market offering solar-powered tankless water heater products. As part of its plan, on December 30, 2009, the Company entered into a distribution agreement with Zhongshan Guangsheng Industry Co., Ltd., of China ("Zhongshan"), the manufacturer of the tankless water heaters. Zhongshan manufactures the tankless water heaters under the brand Gleamous Electric Appliances.
On March 7, 2012, the Company filed a Certificate of Change with the State of Nevada increasing the shares of common stock from 100,000,000 to 650,000,000 common stock; par value $0.0001 and decreasing the shares of Preferred Stock from 100,000,000 to 50,000,000; par value $0.001.
On August 22, 2012, Christine Buchanan-McKenzie, the Company's former President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and a member of the Board of Directors, resigned from all positions with the Company. The resignation did not involve any disagreement with the Company on any matter relating to the Company's operations, policies or practices. On the same day, Mr. Michael Borkowski was appointed as President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and the sole member of the Board of Directors of the Company. Concurrently the Company determined to change its business focus.
On August 23, 2012, the Company changed its fiscal year from December 31 to January 31.
On August 23, 2012, the Company and its controlling stockholders entered into a Share Exchange Agreement (the "Share Exchange") with Eaton Scientific Systems, Ltd., a Nevada corporation ("ESSL") and the shareholders of ESSL (the "ESSL Shareholders"), whereby the Company acquired 25,000 shares of common stock (100%) of ESSL (the "ESSL Stock") from the ESSL Shareholders. In exchange for the ESSL Stock, the Company issued 25,000shares of its common stock to the ESSL Shareholders. In addition, the Company's Chief Executive Officer, Mr. Michael J. Borkowski, on behalf of the Company, entered into a Common Stock Purchase Agreement with the Company's controlling shareholder, and former President, Ms. Christine Buchanan-McKenzie, whereby the Company would purchase one hundred percent (100%), or 240,000 shares, of the Company's common shares owned by Mrs. Buchanan-McKenzie, at par value $.0001, and representing approximately 54.1% of the Company's total issued and outstanding shares. The Common Stock Purchase Agreement, and subsequent transaction closing, was completed on October 22, 2012. On October 23, 2012, the Common Stock Purchase Agreement was finalized, and a change in control of the Company took place.
In conjunction with the Share Exchange and Common Stock Purchase Agreement, the total shares held by the ESSL Shareholders are 265,000, or approximately 59.8% of the issued and outstanding common stock of the Company as of October 30, 2012. Certain ESSL shareholders owning a total of 135,779 shares of the Company's common stock, representing approximately 30.64% of the issued and outstanding common stock of the Company, entered into three (3) separate twenty-four (24) month Lock-Up Agreements. As a result of the Share Exchange and Common Stock Purchase Agreement, (i) there was a change in control of the Registrant; (ii) ESSL became the Company's wholly owned subsidiary; (iii) the ESSL became the Company's primary business, and (iv) on November 27, 2012, the Company changed its name to Eaton Scientific Systems, Inc.
Subsequently the Company determined to operate Eaton Scientific Systems, Ltd. ("Eaton Sub") a Nevada corporation and wholly owned subsidiary of the Company, as a privately held Company, until such time where it is sufficiently capitalized to increase the probability for its Clinical Trials of Homatropine ("Tropine 3") in oral suspension for the treatment of hot flash symptoms in pre-menopausal, menopausal and post-menopausal women, to be in a position to yield results that may provide the opportunity for a potential FDA approval for marketing to consumers in the US.
In October, 2013, the Company's Management was introduced to Domenic Marciano ("Marciano"). Marciano represented that he intended to acquire an exclusive license to a unique automotive product, the EcoFlora Spark Plug (the "EcoFlora Plug"), with a proprietary technology, and that the EcoFlora Plug has the potential to be uniquely positioned in the automotive parts business in the United States and International automotive parts marketplace.
On November 26, 2013, the Company and its Majority Shareholders (the "Majority Stockholders") entered into an Agreement for the Purchase of Common Stock (the "Stock Purchase Agreement") with Marciano whereby Marciano acquired 227,370 shares of the Company's common stock from the Majority Stockholders at par value $.0001, representing approximately 51.3% of the Company's total issued and outstanding shares, in exchange for cash in the amount of $22,737 (the "Cash Proceeds"). The Stock Purchase Agreement, and subsequent transaction closing, was completed on November 26, 2013, and a change in control of the Company took place.
In connection with the terms and conditions of the Stock Purchase Agreement and sale of 227,370 shares held by the Majority Stockholders:
1. Marciano appointed two new directors to the Company's board of directors; and
2. The "Lock-Up-Leak-Out" Agreements executed in October 2012 were cancelled by mutual agreement between the Board and the Company's Shareholders who were party to the Agreements.
3. The Majority Shareholders of the Company voted to "Spin-out" to its Shareholders, one hundred percent (100%) of the issued and outstanding shares of Eaton Scientific Systems Ltd., its operating subsidiary, as of the record date of November 25, 2013, on a one-for-one basis within sixty-days (60) of the Change of Control of the Company, or by January 25, 2014.
On December 4, 2013, the Company (the "Company") executed an Agreement of the License of Intellectual Property (the "License Agreement") dated November 4, 2013 with Eco Science Solutions International, Inc., a Canadian corporation ("ESS International"), for the exclusive license to the EcoFlora Plug, recently patented in the US and that has filed for Patent protection in Canada and the International community, based on its "Internal Pre-Combustion Chamber High Efficiency Spark Plug" technology. In connection with the License Agreement, the Company issued ESS International 2,500,000 shares of the Company's Series "A" Convertible Preferred Stock ("Preferred Stock"), in exchange for the exclusive license of the Patent Applications, in perpetuity. The Preferred Stock is convertible into common stock at a conversion rate of 10 common shares for each preferred share.
On January 8, 2014, the Spin-out was complete, and Eaton Scientific Systems, Ltd. was no longer a subsidiary of the Company.
On February 14, 2014, the Company changed its name to Eco Science Solutions, Inc. and effected a 1000-to-1 reverse stock split. As a result, the total shares of common stock issued and outstanding was 443,001 with a par value of $0.0001.
On April 4, 2014, the Company received notice from Eco Science Solutions International, Inc. to convert 100% of the Series "A" preferred shares into restricted common shares on a 10 for 1 basis. As a result, on April 9, 2014, 25,000,000 shares of the Company's restricted common stock was issued, of which 19,866,668 shares were issued to the Company's chairman, Domenic Marciano, and 5,133,332 shares were issued to non-related parties. Subsequent to the conversion, Eco Science Solutions International, Inc. no longer holds any shares of the Company's capital stock, and Mr. Marciano holds 20,094,038 shares of the Company's common stock, which represents 62.53% of the total issued and outstanding shares of the Company's common stock on a fully diluted basis.
On October 7, 2014, the US Patent and Trademark Office ("USPTO") issued Patent #8,853,925 for the EcoFlora Plug, based on its "Internal Pre-Combustion Chamber High Efficiency Spark Plug" technology, and has patent pending applications both in Canada and worldwide.
Effective August 28, 2015, the Agreements of the License of Intellectual Property dated November 4, 2013, and entered into with Eco Science Solutions International, Inc. was terminated.
On August 31, 2015, the Company executed an Asset Purchase Agreement with Kensington Marketing, Inc., a Nevada corporation, dated August 28, 2015 (the "Purchase Agreement"), to purchase a certain technology application known as "Stay Hydrated." In exchange for the technology application, the Company will issue 1,500,000 restricted shares of the Company's common stock, valued at $150,000.
On September 3, 2015, 4,966,667 shares of the Company's issued and outstanding common stock were cancelled by the certificate holder. As a result of this transaction, the shares were returned to treasury, and the total issued and outstanding shares of common stock was reduced to 26,176,334 shares.
On November 1, 2015, the Company entered into a new Employment Agreement with Mr. Borkowski (the "2015 Employment Agreement"). The Employment Agreement is for a term of one (1) year, and includes compensation in the amount of $36,000 per year, compensation for certain travel expenses, and grants to purchase 2,000,000 shares of the Company's common stock at par, which vest quarterly beginning November 1, 2015, at 500,000 shares per vesting period through August 1, 2016 (the "2015 Stock Award"). In connection with the 2015 Stock Award, $160,000 has been recorded as deferred compensation, to be amortized over the next 9 months.
On November 19, 2015, in accordance with his 2015 Employment Agreement, the Company issued 500,000 shares of restricted common stock, valued at $40,000, to its President for cash in the amount of $500. As a result, additional paid in capital was reduced by $49,500.
On December 7, 2015, the Board of Directors approved the authorization of a 1 for 50 reverse stock split of the Company's outstanding shares of common stock. On December 11, 2015, the Company obtained the written consent of a stockholder, Domenic Marciano, an individual, holding 71% voting power of the Company's outstanding capital stock as of December 1, 2015, to effect the reverse stock split.
On December 9, 2015, in accordance with a certain Asset Purchase Agreement dated August 28, 2015, the Company issued 1,500,000 shares of restricted common stock, valued at $150,000.
On December 10, 2015, Mark Dilley resigned as a Director of the Company.
On December 15, 2015, Domenic Marciano, the Company's majority shareholder, sold his shares in a private transaction equally to Mr. Jeffery Taylor and to Mr. Don Taylor. Mr. Jeffery Taylor and Mr. Don Taylor are now the controlling shareholders of the Company and own the majority of issued and outstanding shares.
On December 17, 2015, Michael Borkowski resigned as Director, President and Chief Executive Officer of the Company.
Effective December 17, 2015, Mr. Jeffery Taylor was appointed to serve as Chief Executive Officer and President 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 receives an annual gross salary of $115,000 and Don Lee Taylor receives 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.
On January 1, 2016, the Company entered into a technology licensing and marketing support agreement with Separation Degrees - One, Inc. ("SDOI") that will result in the development, licensing and management of on-going technology solutions and marketing campaigns for ESSI's initiatives. Additionally, the Company entered into an Asset Purchase Agreement with SDOI wherein the Company acquired a proprietary messaging and customer relationship management software platform from SDOI.
On January 8, 2016, the Board of Directors authorized the withdrawal of the Reverse Split application with FINRA.
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 11, 2016, Mr. Domenic Marciano tendered his resignation as Chairman of the Board of Directors of the Company, Secretary and Treasurer and Mr. Jeffery and Mr. Don Taylor were appointed to the Company's Board of Directors. Mr. Jeffery Taylor was appointed Secretary and Mr. Don Lee Taylor was appointed Treasurer.
Concurrently, on January 11, 2016, the Company cancelled the agreement with Kensington Marketing, cancelled 1,500,000 shares of Common Stock issued to Kensington Marketing, and returned the "Stay Hydrated" application the Company acquired in exchange for the 1,500,000 shares.
With the departure and appointment of new officers and directors of the Company, the direction of business the Company is focusing on changed. The Company determined to focus on eco-friendly products, development and businesses.
On February 26, 2016, the Company announced it had cancelled 1,000,000 shares of common stock, as part of a stock buyback program designed to increase current shareholder value by repurchasing and retiring existing outstanding common stock.
Under the stock repurchase program, and depending on market conditions, shares may be repurchased from time to time at prevailing market prices through open-market or negotiated transactions in accordance with all applicable securities laws and regulations. To remain in compliance with item 703 of Regulation S-K the Company, whether through an open market or private transaction, will at a minimum disclose on a quarterly basis all repurchases of equity securities.
To date, no further shares have been repurchased by the Company.
On April 1, 2016, the Company filed a Form S-8 to register 5,000,000 shares of Common Stock, $0.00001 par value per share, under its 2016 Equity Incentive Plan. A further S-8 was filed on November 23, 2016 to register an additional 5,000,000 shares of Common Stock at $0.00001 par value per share.
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 January 15, 2017, Eco Science Solutions, Inc. entered into an Equity Purchase Agreement with Phenix Ventures, LLC, Under the terms of the Agreement, Phenix Ventures has agreed to purchase up to 10,000,000 Shares of the Company's Common Stock upon "Put Notices" of the Company, to Phenix Ventures. Additionally, pursuant to the terms of the Agreement, a Form S-1 Registration Statement was filed with the Securities and Exchange Commission on January 27, 2017, to register the 10,000,000 Shares. The Registration Statement was deemed effective on May 12, 2017. No shares have been sold under this offering.
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. Until the Complaint is resolved, no funding will be provided by Phenix Ventures to the Company.
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
On April 16, 2017, the Company entered into a Sponsorship, Content Development and Licensing Agreement with Roaring Lion Tours, Inc., 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. Roaring Lion Tour, Inc. develops inspirational and education content that further promotes the benefits of medical marijuana. Roaring Lion Tours is owned by Stephen Marley who is also the curator of Kaya Fest, a star-filled awareness and music festival that is focused on the creating public awareness of the many uses and medical benefits of the cannabis plant.
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 of fifteen million (15,000,000) shares of ESSI Common Stock, that shall be issued to Seller's, pursuant to the SPA. Among the additional material terms of the SPA was Seller's right to receive additional consideration in the form of cash payment(s) payable only upon the achievement of certain milestones (the "Milestone Payments") described in Exhibit B of the SPA provided that: (i) all of the Milestones must be reached within not more than twelve (12) months from the date of the execution of this Agreement; (ii) each Milestone shall be treated as distinct and the failure to reach any single Milestone shall not affect the availability of the Milestone Payment(s) related to any other Milestone(s).
Additionally, ESSI, on June 21, 2017, entered into Employment and/or Consulting Agreements with each of the Sellers. Pursuant to their respective agreements with the wholly owned subsidiary of ESSI, Ga-Du Corporation, John Lewis serves as the Chief Executive Officer of Ga-Du Corporation, Andy Tucker acts as Special Consultant to Ga-Du Corporation, Dante Jones serves as a Special Advisor to Ga-Du, and Wendy Maguire serves as the Vice President of Business Development of Ga-Du. Payment of compensation for these individuals has been deferred and is accruing at the rate of $10,000 per month. Further, ESSI entered into Employment Agreements with Michael D. Rountree, who serves as Chief Operating Officer of ESSI, and with S. Randall Oveson, who serves as the Chief Operating Officer of Ga-Du Corporation.
Each of the Employment and/or Consulting Agreements are for a term of two years, renewable upon mutual consent, with an annual salary of $120,000 per year.
Following the closing of the SPA, Ga-Du Corporation became a wholly owned subsidiary of ESSI, bringing to ESSI a Financial Services Platform, as well as Inventory Control and Advisory Software Platforms, and Retail Inventory Control, bringing important enterprise technologies in-house.
ESSI agreed to the issuance of 1,000,000 restricted shares of the Company's Common Stock to DEEPSEA SOLUTIONS, LLC, in consideration for arranging the transaction between the Company and Ga-Du Corporation Shareholders.
On June 21, 2017, and pursuant to the Stock Purchase Agreement, ESSI appointed L. John Lewis and S. Randall Oveson, both representatives of Ga-Du Corporation, to the Board of Directors, effective June 21, 2017.
On June 21, 2017, ESSI appointed Michael Rountree as Chief Operating Officer of ESSI.
On June 21, 2017, L. John Lewis was appointed Chief Executive Officer of Ga-Du Corporation, Wendy Maguire as Vice President of Business Development of Ga-Du Corporation, and S. Randall Oveson as Chief Operating Officer of Ga-Du Corporation.
On September 22, 2017, for the benefit of existing ESSI shareholders, and to allow for successful future capital raising, ESSI amended both the Stock Purchase Agreement and the Employment/Consultant Agreements previously entered into with the founders of Ga-Du Corporation on June 21, 2017.
The Amendment to the Stock Purchase Agreement eliminated the clause (paragraph 2.6) allowing for the issuance of 15,000,000 additional shares upon the acquisition of a banking interest and the Amendment to the Employment/Consultant Agreements eliminated the clause (paragraph 3(b) (Employment Agreement) and paragraph 6 (Consultant Agreement)) allowing the Ga-Du employees/consultants options to purchase shares of ESSI Common Shares, under those employment/consultant agreements.
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.
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. The basic terms of that Agreement are as follows:
Alliance provides certain financial and enterprise 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 IRS. Operating a mobile application known as eXPO™ electronic eXchange Portal, Alliance provides virtual financial and enterprise services to businesses and individuals, which are challenged in the traditional banking systems, generally are those that require more intensive compliance than banks are willing, or able to perform and/or which do not have the technical expertise or financial wherewithal to develop the range of FinTech solutions accounting and enterprise management softwares. One such industry is the cannabis industry; Alliance is configured to establish Membership relationships with businesses in this industry, following a full compliance audit on the business.
Ga-Du and ESSI agreed to issue two hundred thousand (200,000) restricted shares of ESSI common stock to Alliance. Alliance acknowledges that: (i) the shares are unregistered; (ii) the shares, when issued, will have restrictive language such that they may not be deposited for trading until they are registered, or, upon meeting certain criteria, they are exempt from registration; and (iii) the trading of ESSI shares on the public exchanges was suspended, and although the suspension has been lifted, a Form 15c2-11 with current information must be filed with the Financial Industry Regulatory Authority (FINRA) prior to the caveat emptor status being lifted.
Ga-Du shall have the exclusive right to undertake marketing responsibilities of all of Alliance's Financial Services and software to businesses in the Cannabis industry, initially in Florida, Massachusetts, Oregon and Washington, based on opportunities and licensing in those states, 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 and compensated with a share of all Cannabis related revenues received by Alliance regardless of the source of revenues, or the party that obtained a member/customer that generated the revenues.
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 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 $100,000 Convertible Promissory Note to Ga-Du Corporation it entered into with Alliance Financial Network, Inc. on July 6, 2017. 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.
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 the issuance of one million shares of restricted ESSI Common Shares.
On March 5, 2018, an Addendum to the LMMA entered into between Ga-Du, the Company and AFN. (d/b/a eXPOTM) ("Alliance", "eXPOTM"), 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 eXPOTM 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 three tranches, for operational expenses and business development in the State of Colorado as well as in other states. Ga-Du's CEO, L. John Lewis, personally advanced $170,000 of this sum to Alliance and the Company has entered into a Note dated July 31, 2018with Mr. Lewis to repay this sum. Mr Rountree personally advanced $35,000 of this sum during July and August 2018, and the amount has been recorded as related party payables.
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 final payments were concluded making the Addendum Effective, and retroactive to March 5, 2018. Pursuant to AFN's record books, and accounting, the following amounts have been credited to Alliance: (1) Cumulative eXPOTM Credit Exchange (through October 31, 2018) on a 1 for 1 cash to credit basis: $ 24,365,025 (2) Cumulative Cash Pick-Ups (through October 31, 2018): $11,546,079; and (3) Total Revenue (through October 31, 2018): $284,310. The amount payable through October 31, 2018, to Ga-Du is $28,431 (10% of net revenue generated by Colorado Business). Subsequent to October 31, 2018 fees from the eXPOTM 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.
Up to the date of this report, Alliance has continued its efforts to expand its eXPOTM banking relationships to support next phase operations and the Company has continued to focus on rolling out its Herbo Enterprise software and building that user base through the close of fiscal 2019 and to date.
On April 1, 2018, the Company entered into a Sponsorship Agreement with Fruit of Life Productions, LLC. The terms of the Agreement allow the Company 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. In return, 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 terminated at April 30, 2018, at 11:59 p.m. at the closing of the Kaya Fest.Kaya Fest is a two-day Music and Awareness Festival named "one of the Top 10 Music Moments of 2017" by Miami New Times. Each year Kaya Fest invites an incredible roster of reggae-influenced artists to celebrate one love, unity, peace and "overstanding" alongside supporters from all over the world.
On April 15, 2018 the Company entered into a Consulting Agreement with Standard Consulting LLC to provide business development and evaluation services relative to the strategic growth of the Company and 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.
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.
On March 1, 2019 the Company and Haiku Holdings LLC "Haiku", a company controlled by our COO, Mike 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.
About Eco Science Solutions, Inc.
With headquarters in Maui, Hawaii, Eco Science Solutions, Inc. is a bio and software technology-focused Company targeting the multi billion-dollar health and wellness industry. As Consumers continue to take ownership of their health, wellness and alternative medicines they consume, there is a growing shift away from the sole dependence on large pharmaceutical companies and prescription drugs. Thus, in 2019 and beyond, there will be a growing need for both established and new health and wellness businesses to market to this increasing demand.
Eco Science Solutions, Inc. continues to focus on becoming a premier health, wellness and alternative medicines business by effectively servicing and connecting wisely conscious consumers with like-minded businesses. The Company's consumer initiatives are centered on education and connecting consumers with various holistic health, wellness and alternative medicine businesses. Its business initiatives are focused on developing technology solutions coupled with data analytics to help those very same holistic health and wellness businesses to be more effective in their abilities to connect, market, and sell to consumers.
Through our recent acquisition of Ga-Du, ESSI's core is now a 360-degree 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.
* Eco Science Solutions, Inc. is not in the business of growing, manufacturing, or distributing cannabis.
Current Business and Strategy
Our business has commenced generating modest revenues subsequent to our fiscal year ended January 31, 2018 and up to the period ended October 31, 2018, when the initial phase of our beta revenue model testing were complete. We continue to build both consumer and enterprise technology, consumer package goods, invest in research & development and advertising to consumer and professional traffic for both our apps and web properties, as well as the marketing of our financial services partnership through AFN and its next stage development. Once we have gained a large enough audience the Company will begin to aggressively monetize its audience relationships through: 1) paid advertisements from businesses seeking exposure to users of the Herbo platform; 2) enterprise license agreements with professional customers; 3) sales of products targeting general health and wellness and alternative medicines and 4) successful marketing of our financial services to an expanded number of clients across various states in the US through our AFN partnership. Our 2018 acquisition of Ga-Du and the aforementioned marketing agreement with AFN will allow us to offer certain financial and marketing services to businesses and individuals, including the Cannabis Industry, on a programmatic or membership basis (the "Financial Program"), from which AFN and Ga-Du derive fees and income from enrolling companies in the Financial Program and providing a range of services to our clients (the "Members") according to the AFN pricing schedule (the "Fees"). Under our agreements, Ga-Du was granted the exclusive right to undertake marketing responsibilities of Alliance's Financial Services to businesses in the Cannabis industry, initially in Michigan, Oregon and Washington, and subsequently, Colorado, 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. Alliance and Ga-Du recently commenced business in the States of Florida, Montana, and Pennsylvania. Ga-Du is 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. This business segment was beta tested in fiscal 2019, and allowed us to start generating fee based revenue subsequent to the fiscal year ended January 31, 2018 and up to October 31, 2018.Thereafter revenue generating operations under the terms of the agreement with AFN were suspended pending expansion of a banking relationship by eXPOTM in order to allow next stage transactional volume growth.
The Company's Herbo apps, Fitrix app, UseHerbo.com and "The Pursuit of Fine Herb" original content also remain available for use, either through Apple and Google app stores or online through a web-browser or through social channels, such as Facebook, Instagram and YouTube. During fiscal 2019, and particularly during the 4th quarter, the Company has focused its attention on the enhancement of its Herbo enterprise software package.
According to the popular traffic measuring site in 2018, Alexa, an Amazon.com Company, the useherbo.com domain is ranked 39,310 globally and 3,498 in the United States. The Herbo apps through the play stores or direct download to our beta users have an install base of over 50,000 users. The Fitrix app through the play stores or direct download to our beta users has an install base of approximately 22,500 users.
All current advertisers on the Herbo platform continue to be allowed to advertise at no charge. We have elected to pursue this strategy to allow for a concrete set of metrics to develop. Once these metrics have been developed, we will be properly prepared to set fair market advertising rates aligned with the media value of our audience. Management believes this "customer first" will benefit the success of retention and advertiser growth on a long-term basis.
While we have listed products for sale on the useherbo.com platform, we are simply redirecting users to other sites in where the product can be purchased. Currently, the Company is investing in our internal enterprise capabilities that will allow for us to best service, deliver and account for all transactions. Again, our driving focus is never to disappoint a customer with a poor experience, so we are taking a slower approach to ensure that all enterprise systems and logistics are perfected before we begin monetizing our audience. During fiscal 2019 we expended over $350,000 with third parties in respect of the ongoing development of software to support our platform,
The following is to provide a road-map for how the Company intends to commence and generate revenue from its app and enterprise software portfolio, further enhance revenue generated from our marketing agreement and set out the anticipated costs to do so. Eco Science Solutions' core Initiatives remain centered on five main areas: 1) continued consumer and enterprise technology investment, 2) continued product development through Scientific Research and Development; 3) inventory build for distribution, and 4) strategic acquisitions that provide an accelerated time-frame to secure market share; 5) development of Sales, Customer and Finance personnel depth to support accelerated revenue growth in all areas, including under our LMMA.
Technology investment - Eco Science Solutions will continue to make investments in both e-commerce and mobile applications that facilitate B2C e-commerce opportunities. The Company's technology investments are centered on our platform that matches and connects consumers with desired products and/or providers, as well as providing for a convenient payment solution. Additionally, the Company is launching a turn-key Business to Business, Customer Resource Management System (B2B CRM) marketing solution to support health, wellness and alternative medicine businesses with their on-going efforts to market, attract, acquire and retain customers. The Company will expend amounts management deems appropriate to continue to enhance technology development over the coming 12 months as may be required.
Scientific Research and Development investment - Eco Science Solutions has engaged in the development of DNA testing protocols for the purpose of evaluating a consumer's physical and mental needs. This continued investment effort will provide for a person by person mapping platform to best match the most suitable cannabis-related and/or dietary supplement products per ailment, thus maximizing the results of natural medication. The Company has budgeted up to $1 million for investment purposes in Scientific Research and Development investment at a future date.
Product formulation, inventory build and distribution - As Eco Science Solutions continues to accumulate data through its e-commerce and marketing solutions, the Company is in the process of development and distribution of unique products that include cannabis-related ingredients for alternative health and wellness interests. The Company has budgeted $1.25 million for investment purposes in Product development, inventory build and distribution at a future date.
Strategic acquisitions - Due to various hyper-growth trends in segments of the holistic health and wellness category, Eco Science Solutions believes that it will be presented with unique investment and acquisition opportunities that are both synergistic and accretive to the Company. The Management Team has already identified several candidates. The Company has not budgeted an exact dollar amount for investment purposes in Strategic acquisitions over the next 12-month period as we are working to secure additional financing for our ongoing operations.
Sales, Customer and Finance personnel development - Additionally, the Company has budgeted up to $2 million for general working capital purposes, including the development of personnel and internal systems to support them in future periods. To date during this past year, the Company has relied heavily on loans from related parties to fund our ongoing operations. These anticipated working capital costs include our current management team who have been accruing fees for their ongoing services.
The Company has also budgeted $1.5 million in marketing and advertising investment for next 12-month period, to support the Eco Science Solutions, Herbo and Fitrix brands as well as our efforts under our marketing agreement with AFN as needed during 2020.
It is anticipated by Management, that all of the above business segments and operations, along with additional investment where required, when fully implemented, will allow us to commence consistent revenue generating operations, and out goal is to accomplish these tasks during fiscal 2020.
Operations of Ga-Du and the License and Master Marketing Agreement (LMMA)
Operations of Ga-Du
Our wholly owned subsidiary, Ga-Du, acquired in June 2017, offers the following suite of business functions and opportunities:
Financial Services Platform Summary
Ga-Du has developed multiple financial services applications. It has created a software platform that captures individual and business entity data. Ga-Du platform is a secure portal for account access and features incorporating current banking standards for operating and securing online data. In terms of Financial Services, the Ga-Du platform uses a strict and proprietary Know-Your-Customer (KYC) process, this ensures compliance regardless of the underlying usage. This software can be used for membership capture, registrations of various kinds, for customer accounts retention and marketing, and/or for bank accounts. In addition, the Ga-Du banking platform has been enhanced for mobile devices. The mobile payment platform accommodates the purchasing of products and services like those offered by ESSI, and/or a combined entity, as well as other products and services both inside and outside the cannabis industry. By targeting digital customers rather than brick-and-mortar customers, the digital Ga-Du platform acquired by ESSI is ready to provide banking services to any underserved area.
Inventory Control and Advisory Systems Business Summary
Retail marijuana is arguably the fastest growing segment of the cannabis industry. National monthly sales numbers seem to demonstrate, average year-over-year increases of over 100% for some years following legalization. However, cannabis retailers still face hurdles finding working capital due to the federal regulation of cannabis as a Schedule I drug. This lack of capital results in a potential market disruption opportunity. Because businesses have not had financial resources to develop their own effective business solutions of various kinds, they represent potential "soft targets" for Ga-Du software and enterprise processes for inventory control and other services. ESSI, through its acquisition of Ga-Du Corporation, will make available its Ga-Du solutions, advisory services, and inventory control systems (from raw materials to finished product) directly to licensed retail businesses, as well as work-flow analysis and management. Ga-Du has an experienced retail management team which has put in place similar as well as other services systems and processes for inventory acquisition and control. These systems and processes can be licensed to regulate marijuana retail businesses potentially, allowing the retail business to focus on the customer experience while letting ESSI provide the backend technology and systems. The Ga-Du Management team believes that combining the business customer network of ESSI with the technology and systems that Ga-Du has assembled, in a manner that can allow retail businesses rapid access to cutting-edge technology and retail-marijuana-specific inventory control solutions, may provide ESSI with an edge in the rapidly expanding area of cannabis advisory/business services.
Master marketing agreement and AFN
Through our executed License and Master Marketing Agreement between Ga-Du and AFN, Ga-Du has the exclusive right to undertake marketing responsibilities of Alliance's Financial Services to businesses in the Cannabis industry, initially in Michigan, Oregon and Washington, and Colorado, 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. Since Ga-Du and Alliance executed their agreement, Alliance has filed as a foreign corporation in Arizona Florida, Massachusetts, Montana, Nevada, Pennsylvania and Washington. The Companies are now offering, "Seed to CPA tracking" in all of those states and, full financial services in Florida, Massachusetts and Montana, with active approval initiatives in the other states.
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 Financial Network is registered with FinCEN (MSB Registration Number: 31000094744769) as a non-financial services institution, compliant with the AML/BSA guidelines of FinCEN, and is regulated by the IRS. 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, allowing licensed cannabis businesses an automated tax payment system and Internet banking services including wire transfers, ACH, electronic checks, armored pickup of cash, and bill pay, payroll services, and inventory control "seed to "CPA". For the Company's Enterprise Customers, through Alliance Financial Network, ESSI's Herbo offering is now able to bundle a greater portfolio of business services such as business accounting, business insurance, director insurance, employee payroll, inventory system, and credit/debit card management. Additionally, the Alliance Financial Network automated tax payment system can calculate and deliver state tax payments within 48hrs after the funds are made available in a taxpayer's account. This fast tax collection benefits dealings with the state the business operates in and helps the business remain compliant. The Alliance Financial Network solution is a federally registered solution ready to be used in all states, and uses an in-depth anti-laundering and "Know Your Customer" process, ensuring compliance with the Cole memo and all federal and state regulations. In addition to tax collection, this system can send reports to regulators which gives another level of visibility into the financial dealings of licensees. Further bundled into this software solution is the "seed to CPA" accounting system, which provides a frugal and efficient way for businesses to report and manage their finances. In terms of tax collection, account services, and business features, this software is unparalleled at providing fast, compliant, and traceable cash management solutions.
Under the agreements, Alliance will provide 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 will be 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 will maintain 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.
We recently completed a beta program whereby we generated revenues between May and October 2018 under this business segment and while presently modest, we expect this segment to be the leading revenue stream in the Company's portfolio once the program is fully launched. Presently AFN has suspended the program, pending expansion of a banking relationship by eXPOTM in order to allow next stage transactional volume growth. During the beta phase of the testing, Alliance reported the following results: (1) Cumulative eXPOTM Credit Exchange (through October 31, 2018) on a 1 for 1 cash to credit basis: $ 24,365,025 (2) Cumulative Cash Pick-Ups (through October 31, 2018): $11,546,079; and (3) Total Revenue (through October 31, 2018): $284,310. The amount payable through October 31, 2018, to Ga-Du is $28,431 (10% of net revenue generated by Colorado Business). This amount will be recorded as revenue upon receipt by Ga-Du.
Herbo and Fitrix Apps
Herbo
The Herbo apps include a database of over 14,000 alternative medicine locations and delivery services, doctors who provide evaluations, and local shops that sell relevant product. The Herbo app helps consumers find products and services that support the intake of alternative medicines for a more naturopathic way of living.
Consumers may use the UseHerbo ecommerce platform and access "The Pursuit of Fine Herb" original content. Under the direction and vision of our officers and directors, Jeff Taylor and Don Taylor, the Company continues to source and release into the market relevant products for sale coupled with unique original, educational content. Initially created and copyrighted content within two distinct channels: one branded Eco Science Solutions, which is focused on Legislative, Geo-political, Financial, , and general Macro-trends within the Cannabis marketplace; and one branded Herbo, which is focused on user-generated that is revolves around Daily lifestyle, Medical and Recreational Usage content, Reviews of Application, Products, Technologies and Commerce Options, Food Pairings and Edibles.
Image of Herbo application:
Highlighted features include:
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BMI Calculator
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Fitness Radio
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Fitness Community Messenger
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Weight loss Calculator
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Smart Notebook, to log Food, Dietary Supplementation and Alternative Medication Intake
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Smart Scheduling, to monitor Food, Dietary Supplementation and Alternative Medication Intake
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Millions of Foods, Dietary Supplements and Alternative Medications to Learn From
A component of our business is involved with the medical marijuana category. As evidenced in the following services offered:
Herbo for Consumers
Consumers can use our Consumer-facing Herbo app with the following core e-commerce and social networking features: (1) location and directory listings of cannabis-related businesses that include physical dispensaries, delivery services, smoke shops and doctors; (2) product catalog of cannabis-related products that can be browsed; (3) e-wallet that stores credit cards and specialty gift cards, allowing for seamless electronic payments; (4) discrete messaging that allows for consumers to communicate directly with cannabis-related businesses; and (5) content streams that allow for consumer-generated and business-generated content to be captured and share amongst the Herbo community to build engagement and loyalty.
Herbo's e-commerce features allow consumers to locate, access, and buy premium cannabis-related products easily, conveniently and securely. Its social networking features focus on engaging and growing the Herbo community with like-minded enthusiasts.
Herbo for Business
Enterprise-focused app for marijuana businesses with the following core features: (1) claiming of business listing; (2) updating and management of business profile information; (3) messaging that allows for management of businesses to discretely communicate directly with cannabis enthusiasts; (4) updating and management of product catalog and product offerings; (5) affiliate marketing; and (6) customer relationship management tools that support the targeting and engagement of prospective, current, and past customers.
Herbo for Drivers
Herbo is currently accepting driver applications for its branded delivery service. Herbo Drivers will be able to receive, coordinate and provide same-day delivery services for consumer orders that are purchased on Herbo and desired immediately. The Herbo Drivers app integrates seamlessly with Herbo's consumer and business platforms to provide customers with enhanced visibility and tracking of their Herbo orders.
While Eco Science Solutions does not grow or distribute medical marijuana, certain professional customers of ours do. Thus, adverse regulatory legislation may have a material negative effect on our business.
Fitrix
The Fitrix app is a powerful and flexible companion, which helps users keep track of your day-to-day fitness routines, dietary habits and alternative medicine intake. Fitrix users can measure and track anything and everything when it comes to their health and wellness. One can track the accomplishment of custom created goals, monitor dietary, exercise and alternative medication schedules, be notified of important milestones, establish timelines to develop effective habits ... all leveraging a unique notebook and calendar.
Image of Fitrix App:
For more information, please visit www.useherbo.com.
Strategy
The Company's strategy is to: 1) generate revenue through paid advertisements from business seeking exposure to users of the Herbo services; 2) generate revenue through enterprise license agreements with professional customers and businesses; and 3) sales of consumer-packaged goods targeting general health and wellness and alternative medicines.
Market
Our target market with our applications is the ever-growing social media consumer user market that is focused on entertainment and information delivery by way of focused content from online sources, downloading apps to promote and support their lifestyle choices and quick and easy solutions to convert their gained knowledge to action by key product purchase and location recommendations, all of which can be supported by our useful content generation for mass distribution to consumers, empowering enthusiasts in their pursuit and enjoyment of building and supporting eco-friendly businesses and living healthy lifestyles.
According to Statistica.com, a statistics portal that combines Statistics and Studies from over 18,000 sources, there were approximately 178.1 BN mobile app downloads, both free and paid in 2017 on smartphones, with app revenues totaling over $88.8 BN (Source: https://www.statista.com/statistics/271644/worldwide-free-and-paid-mobile-app-store-downloads/ and https://www.statista.com/statistics/269025/worldwide-mobile-app-revenue-forecast/ ). This is expected to increase to over 258 BN downloads in fiscal 2022 with projected revenues of over 188.9 BN.
According to a special report on Digital, Social and Mobile Worldwide users released in January 2017 by We Are Social Ltd. (https://wearesocial.com/uk/special-reports/digital-in-2017-global-overview) it is estimated as follows:
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3.77 billion global internet users in 2017, equaling 50% penetration;
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2.80 billion global social media users in 2017, equaling 37% penetration;
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4.92 billion global mobile users in 2017, equaling 66% penetration;
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2.56 billion global mobile social media users in 2017, equaling 34% penetration;
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1.61 billion global e-commerce users in 2017, equaling 22% penetration;
The social applications market continues to grow with successful companies establishing focused services. For example, Facebook brought a person's "friends" in view, Pinterest socialized a browser's bookmarking feature and Waze socialized the GPS. Cornerstone networking consists of Facebook, Twitter, WordPress, Instagram, LinkedIn, Pinterest, YouTube, Skype and Tumblr. Our goal, supported by our owned and licensed technologies and based upon content created in house by our officers and directors, and available in various formats, is to provide consumers and enthusiasts easy access to connect with health-and-wellness businesses and like-minded enthusiasts, and to facilitate the research of and purchasing of eco-friendly products ... anytime, anywhere.
Further, during fiscal 2020 and beyond the Company intends on completion of its Herbo Enterprise software package to market to applicable targets. The package will work with the AFN product offerings to provide a complete solution for businesses involved in the Cannabis Industry.*
* Eco Science Solutions, Inc. is not in the business of growing, manufacturing, or distributing cannabis.
Competition
The market for social media applications and information and education-based content sites is large and growing. As noted above in a special report on Digital, Social and Mobile Worldwide users released in January 2018 by We Are Social Ltd. there are over 4 billion global social media users in 2018, more than half of the worlds population. The largest social media networks in the world, measured by active users, as of April 2019 according to a report by Statistica.com (https://www.statista.com/statistics/272014/global-social-networks-ranked-by-number-of-users/) were Facebook (2.32bn), YouTube (1.9bn), WhatsApp (1.6bn), WeChat (1.09bn), and Instagram (1bn). This market is extremely competitive and characterized by well-funded existing players, high capital inflows, and rapidly changing technologies. In addition to competitive and technological challenges, participants in the social media industry must remain flexible enough to accommodate changes in consumer preferences and tastes. We hope to reduce competition by targeting only those topics, concepts and content focused on building eco-friendly businesses and living healthy lifestyles, with our unique apps, channels and other social media efforts, including blogs.
Intellectual Property
The Company has registered and has in process applications for certain Herbo trademarks. There is no other intellectual property.
Government Regulations
Currently, there are approximately twenty states plus the District of Columbia that have laws and/or regulations that recognize in one form or another legitimate medical uses for cannabis and consumer use of cannabis in connection with medical treatment. Fifteen other states are considering legislation to similar effect. As of the date of this report, the policy and regulations of the Federal government and its agencies is that cannabis has no medical benefit and a range of activities including cultivation and use of cannabis for personal use is prohibited on the basis of federal law and may or may not be permitted on the basis of state law.
The Department of Justice governs the use of cannabis under the Controlled Substances Act (CSA). Schedule 21 of the U.S. Code includes five established schedules of controlled substances known as schedules I, II, III, IV, and V. The Department of Justice has mandated that schedules established by this section shall be updated and republished on a semi-annual basis during the two-year period beginning one year after October 27, 1970 and shall be updated and republished on an annual basis thereafter. Schedule I includes cannabis in its listing. Substances included in Schedule I have the following characteristics:
(A) The drug or other substance has a high potential for abuse;
(B) The drug or other substance has no currently accepted medical use in treatment in the United States;
(C) There is a lack of accepted safety for use of the drug or other substance under medical supervision.
We do not produce, market, or sell cannabis. We are limiting ourselves to states where the state law allows for the production of cannabis. Beyond the state law allowing for cannabis production our construction must comply with all state and local building requirements as well as zoning requirements. We work closely with the local authorities regarding zoning and work closely with the local building inspectors to comply in every way with building regulations.
The domestic recognized cannabis industry is estimated to be over $44 Billion in revenues opportunity over the next several years, with double-digit growth estimated for the foreseeable future.
The budgetary impact of removing cannabis from Schedule I of the Controlled Substances Act and legalizing its use in the United States could save billions by reducing government spending for prohibition enforcement in the criminal justice system. Additionally, billions in annual tax revenues could be generated through proposed taxation and regulation. It is estimated that for every $1 spent on medical and recreational cannabis, there is an infusion of approximately $2.60 to the local economy, which is termed the "marijuana multiplier" effect. With the current Administration hyper-focused on growing domestic job opportunities, the Company believes that the cannabis movement will be a boon for creating such job opportunities.
Eco Science Solutions, Inc. has no control of the legislative environment, while Management believes that the cannabis and cannabis related markets will only become more main-stream, it is important to indicate that the removal of cannabis from Schedule I of the Controlled Substances Act, the most tightly restricted category reserved for drugs that have "no currently accepted medical use," has been proposed repeatedly since 1972 and has not been granted.
Rescheduling proponents argue that cannabis does not meet the Controlled Substances Act's strict criteria for placement in Schedule I and so the government is required by law to permit medical use or to remove the drug from federal control altogether. The US government, on the other hand, maintains that cannabis is dangerous enough to merit Schedule I status. The dispute is based on differing views on both how the Act should be interpreted and what kinds of scientific evidence are most relevant to the rescheduling decision.
The Act provides a process for rescheduling controlled substances by petitioning the Drug Enforcement Administration. The first petition under this process was filed in 1972 to allow cannabis to be legally prescribed by physicians. The petition was ultimately denied after 22 years of court challenges, but a pill form of cannabis's psychoactive ingredient, THC, was rescheduled in 1985 to allow prescription under schedule II. In 1999, it was again rescheduled to allow prescription under schedule III.
A second petition, based on claims related to clinical studies, was denied in 2001. The most recent rescheduling petition filed by medical cannabis advocates was in 2002, but it was denied by the DEA in July 2011. Subsequently, medical cannabis advocacy group Americans for Safe Access filed an appeal, Americans for Safe Access v. Drug Enforcement Administration in January 2012 with the District of Columbia Circuit, which was heard on 16 October 2012 and denied on 22 January 2013.
Currently, the FDA is conducting an analysis, at the request of the DEA, on whether marijuana should be downgraded, said Douglas Throckmorton, Deputy Director for Regulatory Programs at the FDA, at a congressional hearing in June 2014. In August 2016, the DEA reaffirmed its position and refused to remove Schedule I classification. However, the DEA announced that it will end restrictions on the supply of marijuana to researchers and drug companies that had previously only been available from the government's own facility at the University of Mississippi.
On January 4, 2018 the office of the Attorney General published a memo regarding Marijuana Enforcement that rescinds Obama-era directives easing federal enforcement. While marijuana has always been illegal under federal law, as noted above, certain states have legalized adult usage under various local laws which govern substance usage and limits. In the January 8, 2018 memo, Jefferson B. Sessions, Attorney General has indicated enforcement decisions will be left up to the U.S. Attorney's in the respective States clearly indicating that the burden is with "federal prosecutors deciding which cases to prosecute by weighing all relevant considerations, including federal law enforcement priorities set by the Attorney General, the seriousness of the crime, the deterrent effect of federal prosecution, and the cumulative impact of particular crimes on the community."
The Company does not believe this directive will have a substantive impact on its planned operations.
On April 13, 2018 it was announced that President Donald Trump had promised Senate Republican Cory Gardner that he will support congressional efforts to protect states that have legalized marijuana, defusing a months-long standoff between Sen. Cory Gardner and the administration over Justice Department nominees. Trump told Gardner that despite the DOJ memo of January 4, 2018, the marijuana industry in Colorado will not be targeted. A bill has not been finalized, but discussion has commenced to find legislation that would, in effect, make clear the federal government cannot interfere with states that have voted to legalize marijuana.(1)
(1)https://www.washingtonpost.com/politics/trump-gardner-strike-deal-on-legalized-marijuana-ending-standoff-over-justice-nominees/2018/04/13/2ac3b35a-3f3a-11e8-912d-16c9e9b37800_story.html
A component of our business is involved with the medical marijuana category.
Because the business activities of businesses, engaged in the medicinal cannabis industry, that we may direct our customers is illegal under federal law, we may be deemed to be aiding and abetting illegal activities through the location services that we provide to our customers, relative to the cannabis industry. As a result, we may be subject to actions by law enforcement authorities, which would materially and adversely affect our business.
Under United States federal law, the possession, use, cultivation, and transfer of cannabis is illegal. Although we do not engage in any of those activities, we provide services to customers that are seeking businesses that engage in those activities. As a result, we may be subject to actions by law enforcement authorities, which would materially and adversely affect our business.
Facilities
The Company's corporate headquarters are located at 1135 Makawao Avenue, Suite 103-188 Makawao, Hawaii 96768.
Employees
As of January 31, 2019, the Company had 7 employees, inclusive of our executive officers and directors and one special consultant under contract. The Company continues to use independent contractors on an as needed basis with respect to our software development initatives.
Research and Development
There will be an ongoing requirement to undertake research and development as our existing apps and future apps are presented to the marketplace. During fiscal 2018 and 2017 we expended$657,948 and $670,480 respectively on improvement to our apps and the platform we use to manage our websites, social media and applications and our developing enterprise software.
Eco Science Solutions has engaged in the development of DNA testing protocols for the purpose of evaluating a consumer's physical and mental needs. This continued investment effort will provide for a person by person mapping platform to best match the most suitable cannabis-related and/or dietary supplement products per ailment, thus maximizing the results of natural medication. We expect there will be additional projects and expenditures to fully commercialize our suite of products over the coming 12 months and beyond.
Reports to Security Holders
The Company is not required to deliver an annual report to its stockholders, but will voluntarily send an annual report, together with the Company's annual audited financial statements upon request. The Company is required to file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission. The Company's Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at www.sec.gov.
The public may read and copy any materials filed by the Company with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Company is an electronic filer. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Internet address of the site is www.sec.gov.
ITEM 1A.
ITEM 1A.
RISK FACTORS
The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this item.
ITEM 1B.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
ITEM 2.
PROPERTIES
The Company's corporate headquarters are located at 1135 Makawao Avenue, Suite 103-188 Makawao, Hawaii 96768. We have entered into a two-year lease commencing April 1, 2016 for a total of 253 square feet of office and 98 square feet of reception space. Monthly base rent for the period April 1, 2016 to March 31, 2017 is $526.50 per month and increases to $552.83 per month for the subsequent year ending March 31, 2018. Operating costs for the first year of the lease are estimated at $258.06 per month. The Company has remitted a security deposit in the amount of $817.24 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.
On July 21, 2017, we entered into a Sublease for office space in Seattle, Washington 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 year end, 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.
The Company does not own any property.
ITEM 3.
ITEM 3.
LEGAL PROCEEDINGS
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.
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.
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 De
fendants 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.
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.
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.
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.
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. To date, no oral argument has been scheduled and no decision has been rendered.
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.
Other than as set out above, the Company knows of no material, existing or pending legal proceedings against it, nor is the Company involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which its director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to its interest.
ITEM 4.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable
PART II
ITEM 5.
ITEM 5.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Our Company has been quoted on the OTC Markets since September 14, 2010. From September 14, 2010, through May 3, 2013, our common stock was quoted on the OTC Markets under the name "Pristine Solutions, Inc." From May 3, 2013, until February 18, 2014, our Company was quoted on the OTC Markets under the name "Eaton Scientific Systems, Inc." From February 18, 2014, to February 2017, our common stock was quoted on the OTC Pink Markets under the name "Eco Science Solutions, Inc. and under the symbol "ESSI"; from February 2017 to May 2017 our Company was quoted on the OTCMarkets: QB under the symbol "ESSI". During May 2017 the trading of ESSI shares on the public exchanges was suspended, and although the suspension has been lifted, a Form 15c2-11 with current information must be filed with the Financial Industry Regulatory Authority (FINRA) prior to the caveat emptor status being lifted. At that time we will need to re-apply to be quoted on the OTCMarkets: QB.
The following table sets forth, for the quarters indicated, the high and low closing bid prices per share of our common stock on Yahoo Finance, reported by the Financial Industry Regulatory Authority Composite Feed or other qualified interdealer quotation medium. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.
The Company's common stock is subject to rules adopted by the Commission regulating broker dealer practices in connection with transactions in "penny stocks." Those disclosure rules applicable to "penny stocks" require a broker dealer, prior to a transaction in a "penny stock" not otherwise exempt from the rules, to deliver a standardized list disclosure document prepared by the Securities and Exchange Commission. That disclosure document advises an investor that investment in "penny stocks" can be very risky and that the investor's salesperson or broker is not an impartial advisor but rather paid to sell the shares. The disclosure contains further warnings for the investor to exercise caution in connection with an investment in "penny stocks," to independently investigate the security, as well as the salesperson with whom the investor is working and to understand the risky nature of an investment in this security. The broker dealer must also provide the customer with certain other information and must make a special written determination that the "penny stock" is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. Further, the rules require that, following the proposed transaction, the broker provide the customer with monthly account statements containing market information about the prices of the securities.
These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for its common stock. Many brokers may be unwilling to engage in transactions in its common stock because of the added disclosure requirements, thereby making it more difficult for stockholders to dispose of their shares.
Record Holders
The Company's common shares are issued in registered form. Empire Stock Transfer Inc., 1859 Whitney Mesa Drive, Henderson, NV 89014, (702) 818-5898, is the registrar and transfer agent for the Company's common shares.
As of June 10, 2019, we had 72 shareholders of record for our common stock and a total of 48,557,572 shares issued and 47,557,572 outstanding.
Re-Purchase of Equity Securities
On February 26, 2016, the Company purchased back and cancelled 1,000,000 shares of common stock for $7,500 as part of a Share Buyback program. The shares are reflected as Treasury shares on the Company's balance sheet.
Under the stock repurchase program, and depending on market conditions, shares may be repurchased from time to time at prevailing market prices through open-market or negotiated transactions in accordance with all applicable securities laws and regulations. To remain in compliance with item 703 of Regulation S-K the Company, whether through an open market or private transaction, will at a minimum disclose on a quarterly basis all repurchases of equity securities.
Dividends
We have never declared any cash dividends with respect to our common stock. Future payment of dividends is within the discretion of our Board of Directors and will depend on our earnings, capital requirements, financial condition and other relevant factors. Although there are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our common stock, we presently intend to retain future earnings, if any, for use in our business and have no present intention to pay cash dividends on our common stock.
Equity Compensation Plan Information
On September 1, 2012, the board of directors of the Company adopted the 2012 Employee Stock Option Plan (the "2012 Plan"). Under the 2012 Plan, 25,000,000 restricted shares of common stock have been reserved for issuance upon exercise of options granted from time to time under the stock option plan. The 2012 Plan is intended to assist the Company in securing and retaining key employees, directors and consultants by allowing them to participate in the Company's ownership and growth through the grant of incentive and non-qualified options. Under the 2012 Plan, the Company may grant incentive stock options only to key employees and employee directors, or the Company may grant non-qualified options to employees, officers, directors and consultants. Subject to the provisions of the 2012 Plan, the board of directors will determine who shall receive options, and the number of shares of common stock that may be purchased under the options.
As of January 31, 2016, the Company had granted a total of 6,500,000 options to purchase common shares under this plan. In connection with the options granted, a total of $2,665,000 has been recorded as deferred compensation and was expensed during the fiscal year ended January 31, 2016 and prior.
During the fiscal year ended January 31, 2017, in accordance with the terms of the underlying option agreements, upon the termination of services to the Company by the consultant and the officer holding the granted options, all outstanding stock options expired unexercised 90 days thereafter. As at January 31, 2017 there are no options outstanding under the 2012 Employee Stock Option Plan.
On January 1, 2016, the Company's Board of Directors approved the 2016 Equity Incentive Plan. The purpose of this Plan is to attract, retain and motivate the officers, directors, employees and consultants of the Company and its Subsidiaries and Affiliates, as well as provide a means of compensation for consultants, and to promote the success of the Company's business by providing them with appropriate incentives and rewards either through a proprietary interest in the long-term success of the Company or compensation based on fulfilling certain performance goals.
The Plan shall become effective and Awards may be granted on and after January 1, 2016 (the "Effective Date"). Any Awards of incentive stock options granted under the Plan are granted subject to approval of the Plan by the stockholders of the Company within twelve (12) months after the Effective Date. If such approval has not been obtained within such twelve (12) month period, grants of incentive stock options shall be deemed to have been grants of non-qualified stock options.
Participants will consist of such Employees, Directors and Consultants as the Committee in its sole discretion determines and whom the Committee may designate from time to time to receive Awards under this Plan; provided, however, that Options and Stock Appreciation Rights may only be granted to those Employees, Directors and Consultants with respect to whom the Company is an "eligible issuer" within the meaning of Section 409A of the Code. The designation of an individual as a Participant in any year shall not require that the Committee designate such individual to receive an Award in any other year or to receive the same type or amount of Award in any other year.
Awards under this Plan may be granted in any one or a combination of: (a) Non-Restricted Employee Benefit Plan Stock; (b) Restricted Stock; and (c) Other Stock-Based Awards. Awards granted under this Plan shall be evidenced by Award Agreements (which need not be identical) that provide additional terms and conditions associated with such Awards, including, without limitation, restrictive covenants, as determined by the Committee in its sole discretion; provided, however, that in the event of any conflict between the provisions of this Plan and any such Award Agreement, the provisions of the Plan shall prevail unless otherwise indicated in the Award Agreement.
During fiscal 2017 the Company filed two separate Form S-8's in April and November 2016 respectively for a total of 10,000,000 shares under its 2016 Equity Incentive Plan. As of January 31, 2017, a total of 9,307,953 shares had been issued under the respective Form S-8's.
On June 20, 2017 the Company's Board of Directors approved the 2017 Equity Incentive Plan, reserving a total of 15,000,000 shares of common stock for issuance from time to time. The purpose of this Plan is to attract, retain and motivate the officers, directors, employees and consultants of the Company and its Subsidiaries and Affiliates, as well as provide a means of compensation for consultants, and to promote the success of the Company's business by providing them with appropriate incentives and rewards either through a proprietary interest in the long-term success of the Company or compensation based on fulfilling certain performance goals.
The Plan shall become effective and Awards may be granted on and after June 20, 2017 (the "Effective Date"). Any Awards of incentive stock options granted under the Plan are granted subject to approval of the Plan by the stockholders of the Company within twelve (12) months after the Effective Date. If such approval has not been obtained within such twelve (12) month period, grants of incentive stock options shall be deemed to have been grants of non-qualified stock options.
Participants will consist of such Employees, Directors and Consultants as the Committee in its sole discretion determines and whom the Committee may designate from time to time to receive Awards under this Plan; provided, however, that Options and Stock Appreciation Rights may only be granted to those Employees, Directors and Consultants with respect to whom the Company is an "eligible issuer" within the meaning of Section 409A of the Code. The designation of an individual as a Participant in any year shall not require that the Committee designate such individual to receive an Award in any other year or to receive the same type or amount of Award in any other year.
Awards under this Plan may be granted in any one or a combination of: (a) Non-Restricted Employee Benefit Plan Stock; (b) Restricted Stock; and (c) Other Stock-Based Awards. Awards granted under this Plan shall be evidenced by Award Agreements (which need not be identical) that provide additional terms and conditions associated with such Awards, including, without limitation, restrictive covenants, as determined by the Committee in its sole discretion; provided, however, that in the event of any conflict between the provisions of this Plan and any such Award Agreement, the provisions of the Plan shall prevail unless otherwise indicated in the Award Agreement.
During fiscal 2018 and 2019, there were no options or awards granted under the 2017 Equity Incentive Plan.
Recent Sales of Unregistered Securities
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.
The above issuance did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe is exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof and/or Regulation D promulgated thereunder. The purchaser represented to us that he was an accredited investor and was acquiring the shares for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof and that he could bear the risks of the investment.
Other than as set out above, there were no sales of equity securities sold during the period covered by this Report that were not previously included in a Current Report on Form 8-K.
ITEM 6.
ITEM 6.
SELECTED FINANCIAL DATA
As a "smaller reporting company", the Company is not required to provide the information required by this Item.
ITEM 7.
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Company's audited consolidated financial statements and the related notes for the year ended January 31, 2019, and 2018, that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect the Company's plans, estimates and beliefs. The Company's actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this annual report.
The Company's consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Overview of Current Operations
Results of Operations for the years ended January 31, 2019 and 2018
During the fiscal years ended January 31, 2019 and 2018, the Company has not generated any revenues. While we did enter into amendments to certain licensing and marketing agreements subsequent to fiscal year ended January 31, 2018 which provide for fee-based income calculated retroactively to October 2017, as at January 31, 2019, the amounts generated from this agreement have not been received by the Company and therefore while revenue has been generated, no revenue has been recorded in our financial statements. We intend to record the revenue attributable to the Company of $28,431 on the cash basis.
As at January 31, 2019 and 2018, the Company had $148,569 and $147,332 in cash and total current assets.
During the fiscal year ended January 31, 2019, the Company incurred total operating expenses of $4,208,201. During the fiscal year ended January 31, 2018, the Company incurred total operating expenses of $22,675,528 of which $18,400,000 is related to the impairment of goodwill relative to 16,000,000 shares of restricted common stock issued in respect to the acquisition of Ga-Du Corporation, a Nevada corporation, with no similar expense in fiscal 2019. During fiscal 2019 the Company recorded depreciation and impairment of $367,391 as a result of the impairment of certain amounts expended on software development during the year, as compared to $3,627 in fiscal 2018. Amounts expended on advertising and marketing reflect a reduction in expenses year over year to $942,021 (2019) from $1,497,715 (2018) in respect of the introduction of its Herbo and Fitrix apps on various media, including iOS and Android and other marketing initiatives including promotional expenses for various public venues and sponsorship fees. Amounts expended on management and consulting fees were also reduced from $1,403,291(2018) to $1,287,333 (2019). Amounts incurred for accounting, audit and legal fees were increased period over period as a result of additional legal costs from $331,305 in fiscal 2018 to $707,135 in fiscal 2019. During fiscal 2019 and 2018 research and development fees incurred were $657,948 and $670,480 respectively. Other operating and general and administrative expenses were reduced year over year from $369,100 in 2018 to $246,353 in 2019 relative to amounts paid to maintain our public listing, rent, travel and other costs.
The Company recorded interest expense of $586,702 and $206,560 in respect of certain convertible notes and other loan agreements, respectively during fiscal 2019 and 2018, including amortization of debt discount of $371,969 and $124,895 respectively. Interest income recorded in fiscal 2019 and 2018 totaled $12,000 and $4,300, respectively.
The net loss in fiscal 2019 totaled $4,782,903 as compared to $22,877,778 in fiscal 2018.
The Company used net cash in operations of $2,416,138 and $2,704,451 respectively during the twelve-month periods ended January 31, 2019 and 2018, recorded $Nil and $13,266 in net cash used for investing activities and received cash from financing activities of $2,415,645 and $2,475,695, predominantly as a result of certain notes payable, as well as proceeds from related party loans.
Plan of Operation
The Company changed the focus of its business at the close of fiscal 2016 to operate in the eco friendly technology sector using social media sites and offering apps to generate advertising revenues and download fees, and to development certain enterprise software for the cannabis industry. During fiscal 2017 the Company laid the groundwork for income generation from these services by investing in ongoing development of its applications, websites and visibility in both the local and global market. The Company has invested heavily in advertising to allow its applications and ecommerce website visibility on a global stage. During fiscal 2018 we further added to our business portfolio with the acquisition of Ga-Du corporation and the entry into a licensing and marketing agreement that should see the Company generating revenues in fiscal 2020 after a successful beta launch in fiscal 2019. The Company's need for ongoing capital by way of loans, sale of equity and/or convertible notes is expected to continue during the current fiscal year until we can establish substantive revenues from operations. We have also had to rely heavily on loans from related parties in our most recently completed fiscal year as we work to have our shares returned for quotation to the OTCMarkets QB. There are no assurances additional capital will be available to the Company on acceptable terms or that this equity line will be available to us when needed.
Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect the Company's business, results of operations and financial condition. Any future funding might require the Company to obtain additional equity or debt financing, which might not be available on terms favorable to the Company, or at all, and such financing, if available, might be dilutive.
Going Concern
The consolidated financial statements included herein 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 January 31, 2019, the Company had a working capital deficit of $9,385,516 and an accumulated deficit of $71,181,452. 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 consolidated financial statements included herein 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.
Liquidity and Capital Resources
As of January 31, 2018, the Company had total current assets of $148,569, and total current liabilities of $9,534,085. The Company has limited financial resources available outside loans from its officers and directors and funds it has obtained through use of convertible notes and loans from related parties. While the Company entered into an Equity Purchase Agreement to sell up to 10,000,000 shares of our common stock (Ref: Note 12(b)) to the financial statements contained herein) we have been unable to obtain any funding under this agreement in the most recently completed fiscal year. There can be no guarantee the Company will receive proceeds from loans, related party advances or convertible notes sufficient to meet its ongoing operational overheads. While generated modest revenue in fiscal 2019, which will be recorded when received from our licensing partner on the cash basis, we do not yet have resources to meet our operational shortfalls. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. As noted, additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders), or from other available funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. During the most recently completed fiscal year management has obtained additional funding with success, however there is no guarantee we will be able to continue to obtain financing if and when required. The current economic downturn may make it difficult to find new capital sources for the Company should they be required.
Future Financings
We anticipate continuing to rely on related party and third-party loans and equity sales of our common shares and/or shares for services rendered in order to continue to fund our business operations in the event of ongoing operational shortfalls. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any of additional sales of our equity securities or arrange for debt or other financing to fund our research and development activities.
Revenue
While the Company has entered into an LMMA (re: Note 6 to the financial statements contained herein) under which we are entitled to fee-based revenue on a profit-sharing basis from a financial services platform known as eXPOTM, 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 eXPOTM 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.
General and Administrative Expenses
During fiscal 2018 the Company impaired goodwill of $18,400,000 relative to 16,000,000 shares of restricted common stock issued in respect to the acquisition of Ga-Du Corporation, a Nevada corporation, with no similar expense in fiscal 2019.
Contractual Obligations
As a "smaller reporting company", the Company is not required to provide tabular disclosure obligations.
Off-Balance Sheet Arrangements
The Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Critical Accounting Policies
The discussion and analysis of the Company's financial condition and results of operations are based upon the Company's consolidated audited financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. The Company believes that understanding the basis and nature of the estimates and assumptions involved with the following aspects of the Company's financial statements is critical to an understanding of its consolidated financial statements.
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.
Advertising and Marketing Costs
Advertising and marketing costs are expensed as incurred and were $942,021 during the fiscal year ended January 31, 2019 and $1,497,715 in the same period ended January 31, 2018. 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 January 31, 2019, and 2018, 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 under which we are entitled to fee-based revenue on a profit-sharing basis from a financial services platform known as eXPOTM, 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 eXPOTM 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, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
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 January 31, 2019, and January 31, 2018, the Company had recorded of $248,432 for the value of the stock settled debt for certain convertible notes. (see Note 10).
Recently issued accounting pronouncements
The Company has reviewed other recently issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position.
ITEM 7A.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a "smaller reporting company", the Company is not required to provide the information required by this Item.
ITEM 8.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's consolidated audited financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The consolidated audited financial statements are filed as part of this annual report starting on page.
ECO SCIENCE SOLUTIONS, INC.
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the Fiscal Years Ended January 31, 2019 and 2018
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of Eco Science Solutions, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Eco Science Solutions, Inc. as of January 31, 2019 and 2018, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Substantial Doubt about the Company's Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/S/ BF Borgers CPA PC
BF Borgers CPA PC
We have served as the Company's auditor since 2016
Lakewood, CO
June 26, 2019
ECO SCIENCE SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS
The accompanying notes are an integral part of these audited consolidated financial statements
ECO SCIENCE SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
The accompanying notes are an integral part of these audited consolidated financial statements
ECO SCIENCE SOLUTIONS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
The accompanying notes are an integral part of these audited consolidated financial statements
The accompanying notes are an integral part of these audited consolidated financial statements
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
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).
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
NOTE 1: NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS (cont'd)
Organization and nature of business (cont'd)
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 ("eXPOTM") 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 eXPOTM in order to allow next stage transactional volume growth. The Company intends to record revenues from the aforementioned beta testing of the eXPOTM 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 eXPOTM banking relationships to support next phase operations, the Company is currently focusing on rolling out its Herbo Enterprise software and building that user base.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
NOTE 1: NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS (cont'd)
Going Concern
These 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 January 31, 2019, the Company had a working capital deficit of $9,385,516 and an accumulated deficit of $71,181,452. 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 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 consolidated 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.
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.
Principals of Consolidation
The consolidated financial statements include the accounts of Eco Science Solutions, Inc. and its wholly-owned subsidiary, Ga-Du Corporation. All significant intercompany balances and transactions have been eliminated.
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 January 31, 2019, and January 31, 2018, respectively, the Company had cash, but no cash equivalents.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
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. Impairment expense for the intangible assets in the fiscal year January 31, 2019 was $362,282.
Advertising and Marketing Costs
Advertising and marketing costs are expensed as incurred and were $942,021 during the fiscal year ended January 31, 2019 and $1,497,715 in the same period ended January 31, 2018. 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 January 31, 2019, and 2018, 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 eXPOTM, 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 eXPOTM 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.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
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, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
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 January 31, 2019, and January 31, 2018, the Company had recorded of $248,432 for the value of the stock settled debt for certain convertible notes. (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. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
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.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3: PROPERTY AND EQUIPMENT
Property and equipment, net consists of the following:
Depreciation expense (excluding impairment) amounted to $5,109 and $3,627 for the years ended January 31, 2109 and 2018, respectively.
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.
During the fiscal years ended January 31, 2019 and 2018, the Company impaired intangible assets totaling $362,282 and $0, respectively.
NOTE 5: SPONSORSHIP AGREEMENTS
On February 9, 2017, the Company entered into a Sponsorship Agreement with Fruit of Life Productions LLC, 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 research, development, and promotional expenses during the three months ended April 30, 2017.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5: SPONSORSHIP AGREEMENTS (cont'd)
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 research, development, and promotional expenses during the three months ended April 30, 2018. These fees were paid to Fruit of Life directly by a third party.
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.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6: LICENSE AND MASTER MARKETING AGREEMENT (cont'd)
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 eXPOTM) ("Alliance", "eXPOTM"), 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 eXPOTM 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.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6: LICENSE AND MASTER MARKETING AGREEMENT (cont'd)
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 research, development, and promotional expenses during the three months ended April 30, 2018.
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 eXPOTM 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.
NOTE 7: PREPAID EXPENSES
Prepaid expenses consist of the following:
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 twelve months ended January 31, 2019 and 2018, the company recorded interest income of $12,000. As of January 31, 2019, the interest receivable on this note totaled $18,833 (January 31, 2018 - $6,833).
NOTE 9: NOTES PAYABLE
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 years ended January 31, 2019 and 2018, the Company accrued interest expense of $150 and $152, respectively. As of January 31, 2019, and January 31, 2018, the Company has accrued interest payable of $406 and $256, respectively.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9: NOTES PAYABLE (cont'd)
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 years ended January 31, 2019 and 2018, the Company accrued interest expense of $500. As of January 31, 2019, and January 31, 2018, the Company has accrued interest payable of $1,126 and $626, 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 years ended January 31, 2019 and 2018, the Company accrued interest expense of $196,254 and $72,471 respectively on the aforementioned notes. As of January 31, 2019, and January 31, 2018, the Company has accrued interest payable of $268,762 and $72,508, 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 year ended January 31, 2019, the Company accrued interest expense of $1,463 on the aforementioned notes. As of January 31, 2019, the Company has accrued interest payable of $1,463.
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 year ended January 31, 2019, the Company accrued interest expense of $39 on the aforementioned notes. As of January 31, 2019, the Company has accrued interest payable of $39.
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.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10: CONVERTIBLE NOTE PAYABLE (cont'd)
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 or any unpaid balance of the original debt, plus accrued interest from the Company.
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 $371,969 as of January 31, 2019 and January 31, 2018, respectively.
At January 31, 2019 and January 31, 2018, convertible note payable consisted of the following:
During the years ended January 31, 2019 and 2018, the Company accrued interest expense of $14,273 and $3,598, respectively. As at the date of this report, the Lender has not made a demand for payment and the note is in default.
NOTE 11: RELATED PARTY TRANSACTIONS
As of January 31, 2019, and January 31, 2018, related parties are due a total of $1,543,088 and $537,325, respectively.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11: RELATED PARTY TRANSACTIONS (cont'd)
Interest expenses from related parties:
(1)
Effective December 17, 2015, Mr. Jeffery Taylor was appointed to serve as Chief Executive Officer of the Company and Mr. Don Lee Taylor was appointed to serve as Chief Financial Officer of the Company.
On December 21, 2015, the Company entered into employment agreements with Mr. Jeffery Taylor and Mr. Don Lee Taylor for a period of 24 months, where after the contract may be renewed in one-year terms at the election of both parties. Jeffery Taylor shall receive an annual gross salary of $115,000 and Don Lee Taylor shall receive an annual gross salary of $105,000 payable in equal installments on the last day of each calendar month and which may be accrued until such time as the Company has sufficient cash flow to settle amounts payable. Further under the terms of the respective agreements all inventions, innovations, improvements, know-how, plans, development, methods, designs, analyses, specifications, software, drawings, reports and all similar or related information (whether or not patentable or reduced to practice) which relate to any of the Company's actual or proposed business activities and which are created, designed or conceived, developed or made by the Executive during the Executive's past or future employment by the Company or any Affiliates, or any predecessor thereof ("Work Product"), belong to the Company, or its Affiliates, as applicable.
(2)
For twelve months ended January 31, 2019 and 2018 the Company was invoiced a total of $36,000 and $29,456, respectively, as consulting services by Ms. Jennifer Taylor, sister of the Company's officers and directors.
(3)
On February 17, 2016, the Company issued promissory notes to Mr. Jeffery Taylor, CEO, in the amount of $17,500 and to Mr. Don Lee Taylor, CFO, in the amount of $17,500, respectively. The notes bear interest at a rate of 1% per annum, maturing on August 17, 2016. During the fiscal year ended January 31, 2017, the company repaid $2,500 to Mr. Jeffery Taylor and $2,500 to Mr. Don Lee Taylor. During the fiscal year ended January 31, 2018, the company repaid $5,000 to Mr. Jeffery Taylor and $2,000 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 $120,000 in the twelve-month period ended January 31, 2019 under the terms of this agreement and $80,000 in the same month period ended January 31, 2018, all of which remains unpaid.
Rountree Consulting Inc., a company controlled by our COO, provides marketing and advertising services, site and app hosting and network administration, support finance and bookkeeping work and technical & design services to the Company. During the twelve months ended January 31, 2019 and 2018, Rountree Consulting Inc. invoiced $nil and $1,125,000, respectively.
During the year ended January 31, 2019, the Company issued promissory notes to Mr. Rountree in the accumulated amount of $309,739. The notes bear interest at a rate of 1% per annum, each is due nine months from issue date.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11: RELATED PARTY TRANSACTIONS (cont'd)
(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 $120,000 in the twelve-month period ended January 31, 2019 under the terms of this agreement and $80,000 in the same period ended January 31, 2018, all of which remains unpaid.
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 $120,000 in the twelve-month period ended January 31, 2019 under the terms of this agreement and $80,000 in the same period ended January 31, 2018, all of which remains unpaid.
(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 $120,000 in the twelve month period ended January 31, 2019 under the terms of this agreement and $73,334 in the same period ended January 31, 2018, all of which remains unpaid. Mr. Tucker holds approximately 11.45% of the Company's issued and outstanding shares.
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.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12: COMMITMENTS (cont'd)
(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%.
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. Until the Complaint is resolved, no funding will be provided by Phenix Ventures to the Company.
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 $120,000 in the twelve-month period ended January 31, 2019 under the terms of this agreement and $80,000 in the same period ended January 31, 2018, all of which remains unpaid.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
NOTE 12: COMMITMENTS (cont'd)
(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 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 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.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
NOTE 14: 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 October 31, 2018, there were 48,557,572 shares issued and 47,557,572 shares outstanding, and as at January 31, 2018 there were 47,557,572 shares issued and 46,557,572 shares outstanding.
Common stock issued during the fiscal year ended January 31, 2019
On May 1, 2018, the Company deemed the issuance of 1,000,000 shares of restricted stock valued at $90,000 or $0.09 per share, the fair market value on the date of the agreement. (ref: Note 13 (h)). The shares were issued prior to January 31, 2019.
Common stock issued during the fiscal year ended January 31, 2018
On February 16, 2017, the Company issued 26,386 shares of common stock pursuant to a conversion notice presented to the Company relative to a convertible note for previously incurred and unpaid compensation totalling $59,000 plus accrued interest which amount was due to a former officer and director.
On July 11, 2017, the Company issued 16,000,000 shares of restricted stock valued at $18,400,000 or $1.15 per share, the fair market value on the date of issue pursuant to the Stock Purchase Agreement entered into with the founders of Ga-Du Corporation, Andy Tucker, L. John Lewis, Dante Jones, and Wendy Maguire (ref: Note 3).
On September 22, 2017, Jeffery and Don Taylor, CEO and CFO of the Company each agreed to return 8,000,000 shares of common stock held in their respective names to the transfer agent for cancellation.
On September 22, 2017, the Company issued 200,000 shares of restricted stock valued at $50,000 or $0.25 per share, the fair market value on the date of issue pursuant to the Assignment Agreement entered between Ga-Du Corporation and G&L Enterprises. (ref: Note 7).
On November 14, 2017, the Company issued 1,000,000 shares of restricted stock valued at $101,000 or $0.101 per share, the fair market value on the date of the agreement. (ref: Note 13 (g)).
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 January 31, 2019, and January 31, 2018, no Series A Voting Preferred Shares were issued.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
NOTE 15: 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.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
NOTE 15: CONTINGENCIES (cont'd)
(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. To date, no oral argument has been scheduled and no decision has been rendered.
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.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
NOTE 16: SUBSEQUENT EVENTS
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.
On March 1, 2019 the Company and Haiku Holdings LLC "Haiku", a company controlled by our COO, Mike 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.
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.
ITEM 9.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, under supervision and with the participation of the Company's Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based upon this evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of January 31, 2019, because of the material weakness in our internal control over financial reporting ("ICFR") described below, our disclosure controls and procedures were not effective.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that required information to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that required information to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 14d-14(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation and presentation. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of January 31, 2019. In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework 2013. Based on its assessment, management concluded that, as of January 31, 2019, our internal control over financial reporting was not effective and that material weaknesses in ICFR existed as more fully described below.
As defined by Auditing Standard No. 5, "An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements" established by the Public Company Accounting Oversight Board ("PCAOB"), a material weakness is a deficiency or combination of deficiencies that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of January 31, 2019:
1)
Lack of an independent audit committee or audit committee financial expert, and no independent directors. We do not have any members of the Board who are independent directors and we do not have an audit committee. These factors may be counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management;
2)
Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;
Management's Remediation Initiatives
As of January 31, 2019, management assessed the effectiveness of our internal control over financial reporting. Based on that evaluation, it was concluded that during the period covered by this report, the internal controls and procedures were not effective due to deficiencies that existed in the design or operation of our internal controls over financial reporting. However, management believes these weaknesses did not have an effect on our financial results. During the course of our evaluation, we did not discover any fraud involving management or any other personnel who play a significant role in our disclosure controls and procedures or internal controls over financial reporting.
Due to a lack of financial and personnel resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses. We will not be able to do so until, if ever, we acquire sufficient financing and staff to do so. We will implement further controls as circumstances, cash flow, and working capital permits. Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Annual Report on Form 10-K for the period ended January 31, 2019, fairly presents our financial position, results of operations, and cash flows for the periods covered, as identified, in all material respects.
Management believes that the material weaknesses set forth above were the result of the scale of our operations and intrinsic to our small size. Management also believes that these weaknesses did not have an effect on our financial results.
This Annual Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.
Changes in Internal Control over Financial Reporting
During the period covered by this report, there were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Identification of Directors and Executive Officers
The following table represents the directors and executive officers of the Company and its wholly owned subsidiary, as of January 31, 2019:
Term of Office
Directors serve until the next annual meeting of the stockholders; until their successors are elected or appointed and qualified, or until their prior resignation or removal. Officers serve for such terms as determined by our board of directors. Each officer holds office until such officer's successor is elected or appointed and qualified or until such officer's earlier resignation or removal.
Background and Business Experience
Mr. Jeffery Taylor
As CEO, Mr. Jeffrey Taylor will oversee the company's strategy, technology roadmap, and consumer community content development programs; Mr. Taylor is a recipient of the Army Commendation Medal from the United States Army during service of operation Uphold Democracy; he served in the United States Army for 10 Years and focused on supply chain management technologies with an emphasis on logistics and distribution of specialty materials. Mr. Taylor was discharged with a Medical Discharge; Mr. Taylor has been a real estate entrepreneur and holds a real estate license in the State of Hawaii from 2005 to present. In 2003, Mr. Taylor received his Microsoft technology certification from the Veterans Association during rehabilitation process from being injured in the military. As part of his passion for open water scuba and snorkeling, he launched Liquid Marlin LLC, and works with the Make A Wish Foundation on Maui as one of its designated snorkel instructors.
Mr. Don Lee Taylor
As CFO, Don Taylor will oversee the company's financial governance; business community content development program, and business partnerships. Mr. Taylor holds a real estate license in the State of Hawaii from 2001 to Present; and has been active in the Hawaii real estate and real estate financing community. Mr. Taylor currently holds the title of Broker in Charge of Maui Realty Co., Inc. Mr. Taylor holds a BS in Finance with an emphasis in Financial Management from the California State University in Long Beach.
L. John Lewis
Mr. Lewis graduated Magna Summa Cum Laude from the University of Utah in 1976, with a Bachelor of Science degree in political science, and an international relations certificate. He received a Juris Doctor degree from Stanford Law School in 1979, and was managing director of the Stanford Law Journal. Following law school, Mr. Lewis served as a law clerk on both the United States District Court for the Southern District of California and on the United States Tenth Circuit Court of Appeals.
As a lawyer, Mr. Lewis has represented American Dairies, China Sky One, the Metropolitan Insurance Group, Skaggs-Alpha Beta, and numerous other companies in connection with private and public offerings, and/or mergers with public entities now trading on the New York Stock Exchange.
Mr. Lewis departed from the practice of law to become involved in assisting private companies with significant growth trajectories. He has been active in assisting such companies with capital formation, structure and the private equity and business management for approximately the last twenty years as a consultant, legal advisor and/or manger, and has been the General Manager of a household products manufacturing company, the CEO of a nutraceutical company, and the Managing Director of a Swiss based asset management firm, as well as managing a large legal and contracting group for a multi-national NGO. His management duties have run the gamut from managing a small business development group of several individuals to responsibility for hundreds of employees.
Mr. Lewis has served as an instructor of "International Legal and Treaty Conventions", "International Commercial Conflicts" for the United States Army, and was a part time Professor of Business Law at LDS Business College, as well as Visiting Instructor of Business Communications and Entrepreneurship" at the University of Utah.
Mr. Lewis has received the following honorary distinctions: (i) Owl and Key; (ii) Pi Sigma Alpha; and (iii) Who's Who in American Law.
S Randall Oveson
BS MBA • Management, Finance, and Accounting
Mr. Oveson started his career as a Financial Analyst with Suite Thinking, Inc., a boutique hospitality consulting firm in Newport Beach, CA. There Mr. Oveson developed systems and processes used to analyze dozens of hotels part of a $500 million+ portfolio in various financial and operational categories still in use in the hospitality industry today.
Upon completion of his MBA at Pepperdine University Mr. Oveson has taken CEO, COO, CFO, and CIO roles in hospitality, the aerospace, manufacturing, brokerage, action sports, telecommunications, and the banking and healthcare technology industries. His range of experience includes all aspects of management for start-up and mid-tier companies both public and private entities. He has led dozens of full financial audits and reviews and has also led numerous PCI audits and MasterCard RAMP reviews. He has been instrumental in projects as diverse as the first and largest prepaid CLEC in the State of California to building out and growing the first financial data center on the island of Antigua.
Mr. Oveson is currently involved in financial processing projects in Europe, Canada, and the US as well as assisting with the development of Ga-Du Corporation's enterprise solutions and operations.
Michael D. Rountree
Mr. Rountree is the Founder and President of Rountree Consulting, which he formed in 1997. He is a certified public accountant as well as a business and financial manager and advisor, providing financial, strategy, and business consulting services to clients with the goal of increasing sales and growing revenue, while also actively lowering expenses while streamlining operational efficiencies. Mr. Rountree spent 3 years with Deloitte and Touche, as well as Price Waterhouse, working on multi-state tax and financial accounting engagements for large Fortune 500 and Global 2000 clients. Mr. Rountree also spent 3 years at the State of California Franchise Tax Board. His initial work was with the traditional corporate and individual audit group, but he was quickly promoted to the forensics audit practice where he handled complex financial, tax and audit engagements.
Mr. Rountree holds a BS degree with an emphasis in Accountancy from C.S.U Long Beach and a Masters in Business Taxation from the Leventhal School of Accounting at the University Southern of California.
Identification of Significant Employees
Employees Mr. Dante Jones, Special Advisor to Ga-Du and Mr. Andy Tucker, Special Consultant to Ga-Du Corporation each provide significant contribution to the operation of Ga-Du.
Other than as noted above, the Company does not expect any individuals other than our officers and directors to make a significant contribution to the Company's business.
Family Relationships
Our directors and officers, Jeffery Taylor and Don Lee Taylor, are brothers. The Company currently has a Consulting Agreement with Jennifer Taylor, Jeff and Don's sister.
Involvement in Certain Legal Proceedings
Except as otherwise disclosed herein, our directors and executive officers have not been involved in any of the following events during the past ten years:
1.
any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2.
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
4.
being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
5.
being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
6.
being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
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.
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.
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.
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.
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. To date, no oral argument has been scheduled and no decision has been rendered.
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.
Other than as set out above, the Company knows of no material, existing or pending legal proceedings against it, nor is the Company involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which its director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to its interest.
Audit Committee and Audit Committee Financial Expert
We do not have a standing audit committee, an audit committee financial expert, or any committee or person performing a similar function. We do not have any board committees including a nominating, compensation, or executive committee. We currently have minimal operating revenues which are not presently sufficient to meet associated costs. Presently, we have no independent directors. Management does not believe that it would be in our best interests at this time to retain independent directors to sit on an audit committee or any other committee. If we are able to grow our business and increase our operations in the future, then we will likely seek out and retain independent directors and form audit, compensation, and other applicable committees. Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders. Our two directors perform all functions that would otherwise be performed by committees.
Potential Conflicts of Interest
We are not aware of any conflicts of interest with our directors and officers.
Code of Ethics
The Company has adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-K of the Securities Exchange Act of 1934. The Code of Ethics applies to directors and senior officers, such as the principal executive officer, principal financial officer, controller, and persons performing similar functions.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company's equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to the Company under Rule 16a-3(e) during the year ended January 31, 2019, Forms 5 and any amendments thereto furnished to the Company with respect to the year ended January 31, 2019, and the representations made by the reporting persons to the Company, the Company believes that during the year ended January 31, 2019, its executive officers and directors and all persons who own more than ten percent of a registered class of the Company's equity securities are all delinquent in completing at least one report under the Section 16(a) filing requirements.
ITEM 11.
ITEM 11.
EXECUTIVE COMPENSATION
Summary Compensation Table
The table below summarizes the compensation paid by the Company to the following persons:
(a)
its principal executive officer;
(b)
each of the Company's two most highly compensated executive officers who were serving as executive officers at the end of the years ended January 31, 2019 and 2018; and
(c)
up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as the Company's executive officer at the end of the years ended January 31, 2019 and 2018.
No disclosure is provided for any named executive officer, other than the Company's principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:
Employment Contracts and Termination of Employment and Change in Control Arrangements
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.
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. Salary payable to Mr. Rountree under the employment agreement has been accrued during fiscal 2018 and 2019 in the total amount of $200,000, all of which remains unpaid.
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. Salary payable to Mr. Lewis under the employment agreement has been accrued during fiscal 2018 and 2019 in the total amount of $200,000, all of which remains unpaid.
On June 21, 2017, Ga-Du 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. Salary payable to Mr. Oveson under the employment agreement has been accrued during fiscal 2018 and 2019 in the total amount of $200,000, all of which remains unpaid.
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, during September 2018, 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. Salary payable to Ms. Maguire under the employment agreement has been accrued during fiscal 2018 and 2019 in the total amount of $157,333, all of which remains unpaid.
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. Salary payable to Mr. Jones under the employment agreement has been accrued during fiscal 2018 and 2019 in the total amount of $200,000, all of which remains unpaid.
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. Salary payable to Mr. Tucker under the Consulting agreement has been accrued during fiscal 2018 and 2019 in the total amount of $193,334, all of which remains unpaid.
There are no other employment contracts, compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person's responsibilities following a change in control of the Company.
There are no agreements or understandings for any executive officer to resign at the request of another person. None of the Company's executive officers' acts or will act on behalf of or at the direction of any other person.
Equity Compensation Plan
2012 Employee Stock Option Plan
On September 1, 2012, the Company adopted the Employee Stock Option Plan ("2012 Plan"), wherein 25,000,000 shares of common stock were reserved for issuance. The 2012 Plan was intended to assist the Company in securing and retaining key employees, directors and consultants by allowing them to participate in the Company's ownership and growth through the grant of incentive and non-qualified options.
There are no options presently outstanding under this plan.
2016 Equity Incentive Plan
On January 1, 2016, the Company's Board of Directors approved the 2016 Equity Incentive Plan (the "2016 Plan"). The purpose of this Plan is to attract, retain and motivate the officers, directors, employees and consultants of the Company and its Subsidiaries and Affiliates, as well as provide a means of compensation for consultants, and to promote the success of the Company's business by providing them with appropriate incentives and rewards either through a proprietary interest in the long-term success of the Company or compensation based on fulfilling certain performance goals.
The Plan shall become effective and Awards may be granted on and after January 1, 2016 (the "Effective Date"). Any Awards of incentive stock options granted under the Plan are granted subject to approval of the Plan by the stockholders of the Company within twelve (12) months after the Effective Date. If such approval has not been obtained within such twelve (12) month period, grants of incentive stock options shall be deemed to have been grants of non-qualified stock options.
Participants will consist of such Employees, Directors and Consultants as the Committee in its sole discretion determines and whom the Committee may designate from time to time to receive Awards under this Plan; provided, however, that Options and Stock Appreciation Rights may only be granted to those Employees, Directors and Consultants with respect to whom the Company is an "eligible issuer" within the meaning of Section 409A of the Code. The designation of an individual as a Participant in any year shall not require that the Committee designate such individual to receive an Award in any other year or to receive the same type or amount of Award in any other year.
Awards under this Plan may be granted in any one or a combination of: (a) Non-Restricted Employee Benefit Plan Stock; (b) Restricted Stock; and (c) Other Stock-Based Awards. Awards granted under this Plan shall be evidenced by Award Agreements (which need not be identical) that provide additional terms and conditions associated with such Awards, including, without limitation, restrictive covenants, as determined by the Committee in its sole discretion; provided, however, that in the event of any conflict between the provisions of this Plan and any such Award Agreement, the provisions of the Plan shall prevail unless otherwise indicated in the Award Agreement.
During fiscal 2017 the Company filed two separate Form S-8's in April and November 2016 respectively for a total of 10,000,000 shares under its 2016 Equity Incentive Plan. As of January 31, 2017, a total of 9,307,953 shares had been issued under the respective Form S-8's. There were no shares issued under this plan in fiscal 2018 or 2019.
2017 Equity Incentive Plan
On June 20, 2017 the Company's Board of Directors approved the 2017 Equity Incentive Plan, reserving a total of 15,000,000 shares of common stock for issuance from time to time. The purpose of this Plan is to attract, retain and motivate the officers, directors, employees and consultants of the Company and its Subsidiaries and Affiliates, as well as provide a means of compensation for consultants, and to promote the success of the Company's business by providing them with appropriate incentives and rewards either through a proprietary interest in the long-term success of the Company or compensation based on fulfilling certain performance goals.
The Plan shall become effective and Awards may be granted on and after June 20, 2017 (the "Effective Date"). Any Awards of incentive stock options granted under the Plan are granted subject to approval of the Plan by the stockholders of the Company within twelve (12) months after the Effective Date. If such approval has not been obtained within such twelve (12) month period, grants of incentive stock options shall be deemed to have been grants of non-qualified stock options.
Participants will consist of such Employees, Directors and Consultants as the Committee in its sole discretion determines and whom the Committee may designate from time to time to receive Awards under this Plan; provided, however, that Options and Stock Appreciation Rights may only be granted to those Employees, Directors and Consultants with respect to whom the Company is an "eligible issuer" within the meaning of Section 409A of the Code. The designation of an individual as a Participant in any year shall not require that the Committee designate such individual to receive an Award in any other year or to receive the same type or amount of Award in any other year.
Awards under this Plan may be granted in any one or a combination of: (a) Non-Restricted Employee Benefit Plan Stock; (b) Restricted Stock; and (c) Other Stock-Based Awards. Awards granted under this Plan shall be evidenced by Award Agreements (which need not be identical) that provide additional terms and conditions associated with such Awards, including, without limitation, restrictive covenants, as determined by the Committee in its sole discretion; provided, however, that in the event of any conflict between the provisions of this Plan and any such Award Agreement, the provisions of the Plan shall prevail unless otherwise indicated in the Award Agreement.
There have been no shares issued under this plan in fiscal 2018 or 2019.
Stock Options/SAR Grants
The Company granted no stock options to directors and officers through the 2012 Plan, 2016 Plan or 2017 Plan during the years ended January 31, 2019 and 2018.
Restricted Stock Awards
No restricted stock awards have been granted during the years ended January 31, 2019 and 2018.
Aggregated Option Exercised in Last Fiscal Year
There were no options exercised during the years ended January 31, 2019 and 2018, by any officer or director of the Company.
Outstanding Equity Awards at Fiscal Year End
There were no outstanding equity awards as of the years ended January 31, 2019 and 2018.
Compensation of Directors
The Company reimburses its directors for expenses incurred in connection with attending board meetings. The Company has no formal plan for compensating its directors for their service in their capacity as directors. The Company has not paid any cash compensation or director's fees for services rendered as a director since the Company's inception to the date of this filing.
Pension, Retirement or Similar Benefit Plans
As of January 31, 2019, the Company had no pension plans or compensatory plans or other arrangements which provide compensation in the event of termination of employment or change in control of us. There are no arrangements or plans in which the Company provides pension, retirement or similar benefits for directors or executive officers. The Company has no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to its directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.
Compensation Committee
The Company currently does not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.
ITEM 12.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of June 10, 2019, certain information with respect to the beneficial ownership of its common stock by each stockholder known by the Company to be the beneficial owner of more than 5% of its common stock and by each of its current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
(1)
As used herein, the term beneficial ownership with respect to a security is defined by Rule 13d-3 under the Securities Exchange Act of 1934 as consisting of sole or shared voting power (including the power to vote or direct the vote) and/or sole or shared investment power (including the power to dispose or direct the disposition of) with respect to the security through any contract, arrangement, understanding, relationship or otherwise, including a right to acquire such power(s) within 60 days of June 10, 2019. Unless otherwise noted, beneficial ownership consists of sole ownership, voting and investment rights.
(2)
There were 47,557,572 shares of common stock outstanding on June 10, 2019 and 0 shares of Preferred Stock issued and outstanding.
(3)
Calculation of percentage of Voting Shares is based on the following voting rights: (a) each share of Common Stock has the right to cast one (1) vote.
(4)
Deepsea Solutions LLC is 50% controlled by S. Randall Oveson.
Changes in Control
The Company is unaware of any contract or other arrangement or provisions of its Articles or Bylaws the operation of which may at a subsequent date result in a change of control of the Company. There are not any provisions in its Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of its company.
ITEM 13.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Related Party Transactions
None of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 10% of the Company's outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the year ended January 31, 2019, or in any proposed transaction, which has materially affected or will affect the Company, with the exception of the following:
As of January 31, 2019, and January 31, 2018, related parties are due a total of $1,543,088 and $537,325, respectively.
Interest expenses from related parties:
(1)
Effective December 17, 2015, Mr. Jeffery Taylor was appointed to serve as Chief Executive Officer of the Company and Mr. Don Lee Taylor was appointed to serve as Chief Financial Officer of the Company.
On December 21, 2015, the Company entered into employment agreements with Mr. Jeffery Taylor and Mr. Don Lee Taylor for a period of 24 months, where after the contract may be renewed in one-year terms at the election of both parties. Jeffery Taylor shall receive an annual gross salary of $115,000 and Don Lee Taylor shall receive an annual gross salary of $105,000 payable in equal installments on the last day of each calendar month and which may be accrued until such time as the Company has sufficient cash flow to settle amounts payable. Further under the terms of the respective agreements all inventions, innovations, improvements, know-how, plans, development, methods, designs, analyses, specifications, software, drawings, reports and all similar or related information (whether or not patentable or reduced to practice) which relate to any of the Company's actual or proposed business activities and which are created, designed or conceived, developed or made by the Executive during the Executive's past or future employment by the Company or any Affiliates, or any predecessor thereof ("Work Product"), belong to the Company, or its Affiliates, as applicable.
(2)
For twelve months ended January 31, 2019 and 2018 the Company was invoiced a total of $36,000 and $29,456, respectively, as consulting services by Ms. Jennifer Taylor, sister of the Company's officers and directors.
(3)
On February 17, 2016, the Company issued promissory notes to Mr. Jeffery Taylor, CEO, in the amount of $17,500 and to Mr. Don Lee Taylor, CFO, in the amount of $17,500, respectively. The notes bear interest at a rate of 1% per annum, maturing on August 17, 2016. During the fiscal year ended January 31, 2017, the company repaid $2,500 to Mr. Jeffery Taylor and $2,500 to Mr. Don Lee Taylor. During the fiscal year ended January 31, 2018, the company repaid $5,000 to Mr. Jeffery Taylor and $2,000 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 $120,000 in the twelve-month period ended January 31, 2019 under the terms of this agreement and $80,000 in the same month period ended January 31, 2018, all of which in the cummulative amount of $200,000, remains unpaid.
Rountree Consulting Inc., a company controlled by our COO, provides marketing and advertising services, site and app hosting and network administration, support finance and bookkeeping work and technical & design services to the Company. During the twelve months ended January 31, 2019 and 2018, Rountree Consulting Inc. invoiced $nil and $1,125,000, respectively.
During the year ended January 31, 2019, the Company issued promissory notes to Mr. Rountree in the accumulated amount of $309,739. The notes bear interest at a rate of 1% per annum, each is due nine months from issue date.
(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 $120,000 in the twelve-month period ended January 31, 2019 under the terms of this agreement and $80,000 in the same month period ended January 31, 2018, all of which in the cummulative amount of $200,000, remains unpaid.
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 $120,000 in the twelve-month period ended January 31, 2019 under the terms of this agreement and $80,000 in the same month period ended January 31, 2018, all of which in the cummulative amount of $200,000, remains unpaid.
(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 $120,000 in the twelve-month period ended January 31, 2019 under the terms of this agreement and $73,334 in the same period ended January 31, 2018, all of which in the cummulative amount of $193,334, remains unpaid. Mr. Tucker holds approximately 11.45% of the Company's issued and outstanding shares.
Compensation, Stock Options and Awards:
Please refer to Related Party Transactions above for details of compensation paid to Related Parties.
Director Independence
For purposes of determining director independence, the Company has applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTC Markets Quotation Board s on which shares of Common Stock are quoted does not have any director independence requirements. The NASDAQ definition of "Independent Officer" means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. According to the NASDAQ definition, neither Jeffery Taylor nor Don Lee Taylor are considered an independent director of the Company.
ITEM 14.
ITEM 14.
PRINCIPAL ACCOUNTANTS FEES AND SERVICES
Our independent registered public accounting firm is BF Borgers CPA PC of Lakewood, Colorado. The aggregate fees billed or to be billed for the most recently completed fiscal years ended January 31, 2019 and 2018 for professional services rendered by the principal accountant for the audit of its annual consolidated financial statements and review of the financial statements included in its quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
The Company's board of directors pre-approves all services provided by its independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
The Company's board of directors has considered the nature and amount of fees billed by its independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining its independent auditors' independence.
PART IV
ITEM 15.
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ECO SCIENCE SOLUTIONS, INC.
Dated: June 28, 2019
/s/ Jeffery Taylor
Jeffery Taylor
President, Chief Executive Officer, Secretary and Director
Dated: June 28, 2019
/s/ Don Lee Taylor
Don Lee Taylor
Chief Financial Officer, Treasurer and Director
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Dated: June 28, 2019
/s/ Jeffery Taylor
Jeffery Taylor
President, Chief Executive Officer, Secretary and Director
Dated: June 28, 2019
/s/ Don Lee Taylor
Don Lee Taylor
Chief Financial Officer, Treasurer and Director
Dated: June 28, 2019
/s/ Michael D. Rountree
Michael D. Rountree