ESSI 10-Q Quarterly Report April 30, 2017 | Alphaminr
ECO SCIENCE SOLUTIONS, INC.
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ESSI 10-Q Quarter ended April 30, 2017

Balance Sheet
Cash Flow
Income Statement
ECO SCIENCE SOLUTIONS, INC.
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10-Q 1 form10q.htm 10-Q form10q.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2017

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from [ ] to [ ]

Commission file number 000-54803
ECO SCIENCE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)

Nevada
46-4199032
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
1135 Makawao Avenue, Suite 103-188, Makawao, Hawaii
96768
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number:
(800) 379-0226
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]
Accelerated filer [  ]
Non-accelerated filer   [  ] (Do not check if a smaller reporting company)
Smaller reporting company [X]
Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ] No [X ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [  ]  No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS
45,357,572 shares of common stock outstanding as of June 8, 2017
(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)


ECO SCIENCE SOLUTIONS, INC.
TABLE OF CONTENTS

Page
PART I – FINANCIAL INFORMATION
Item 1.
Financial Statements
3
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
4
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
9
Item 4.
Controls and Procedures
9
PART II – OTHER INFORMATION
Item 1.
Legal Proceedings
10
Item 1A.
Risk Factors
10
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
10
Item 3.
Defaults Upon Senior Securities
10
Item 4.
Mine Safety Disclosures
10
Item 5.
Other Information
10
Item 6.
Exhibits
11
SIGNATURES
12



2

PART I -- FINANCIAL INFORMATION
ITEM 1.                FINANCIAL STATEMENTS
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)

Page
Unaudited Balance Sheets as of April 30, 2017 and January 31, 2017
F-1
Unaudited Statements of Operations for the three months ended April 30, 2017 and 2016
F-2
Unaudited Statement of Cash Flows for the three months ended April 30, 2017 and 2016
F-3
Notes to the Unaudited Financial Statements
F-4 to F-16



3

ECO SCIENCE SOLUTIONS, INC.
BALANCE SHEETS

April 30, 2017
(Unaudited)
January 31, 2017
(Audited)
ASSETS
Current assets
Cash
$
25,717
$
244,124
Prepaid expenses
28,567
817
Total current assets
54,284
244,941
Property and equipment, net
9,394
1,634
TOTAL ASSETS
$
63,678
$
246,575
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses
$
491,079
$
176,653
Related party payables
132,442
167,348
Notes payable, short-term, related party
30,000
30,000
Notes payable
1,194,210
583,210
Liabilities for allocated and unissued shares
-
63,791
Total current liabilities
1,847,731
1,021,002
Total liabilities
1,847,731
1,021,002
Stockholders' deficit
Preferred stock, $0.001 par, 50,000,000 shares authorized, none issued and outstanding at April 30, 2017 and January 31, 2017
-
-
Common stock, $0.0001 par, 650,000,000 shares authorized, 46,357,572 shares issued and 45,357,572 outstanding at April 30, 2017 and 46,331,186 issued and 45,331,186 outstanding at January 31, 2017
4,636
4,633
Treasury stock (1,000,000 shares issued at a cost of $0.0075 per share)
(7,500
)
(7,500
)
Additional paid in capital, common, and deferred compensation
42,812,999
42,749,211
Accumulated deficit
(44,594,188
)
(43,520,771
)
Total stockholders' deficit
(1,784,053
)
(774,427
)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
$
63,678
$
246,575


The accompanying notes are an integral part of these audited financial statements


F-1


ECO SCIENCE SOLUTIONS, INC.
INCOME STATEMENT
(Unaudited)
For the Three Months ended April 30,
2017
2016
Operating Expenses
Depreciation
188
63
Legal, accounting and audit fees
27,801
10,791
Management and consulting fees
144,000
83,000
Research, development, and promotion
185,418
105,000
Transfer agent and filing fees
1,020
1,395
Office supplies and other general expenses
76,268
10,311
Advertising and marketing
630,662
278,523
Net operating expense
1,065,357
489,083
Net operating loss
(1,065,357
)
(489,083
)
Other income (expenses)
Interest expense
(8,060
)
(9,310
)
Loss on shares issued for services and fees
-
(162,158
)
Total other income (expense)
(8,060
)
(171,468
)
Net loss
$
(1,073,417
)
$
(660,551
)
Net loss per common share - basic and diluted
$
(0.02
)
$
(0.02
)
Weighted average common shares outstanding - basic and diluted
45,352,828
27,856,349

The accompanying notes are an integral part of these audited financial statements



F-2


ECO SCIENCE SOLUTIONS, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended
April 30,
2017
2016
Cash flows from operating activities:
Net loss
$
(1,073,417
)
$
(660,551
)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation
188
63
Loss on shares issued for services and fees
-
162,158
Stock based compensation
-
25,000
Amortization of debt discount
-
1,845
Liabilities from unissued shares
-
378,370
Changes in operating assets and liabilities:
Prepaid expenses
(27,750
)
(5,484
)
Increase (decrease) in accounts payable and accrued expenses
314,425
11,909
Increase (decrease) in related party payables
(34,905
)
55,000
Net cash used in operating activities
(821,459
)
(31,690
)
Cash Flows from Investing Activities:
Purchase equipment
(7,948
)
(2,263
)
Net cash used in investing activities
(7,948
)
(2,263
)
Cash flows from financing activities:
Proceeds from related party loans
-
35,000
Note payable
611,000
-
Repurchase of common shares
-
(7,500
)
Net cash provided by financing activities
611,000
27,500
Net decrease in cash
(218,407
)
(6,453
)
Cash-beginning of period
244,124
6,706
Cash-end of period
$
25,717
$
252
SUPPLEMENTAL DISCLOSURES
Interest paid
$
-
$
-
Income taxes paid
$
-
$
-
NON-CASH ACTIVITIES
Shares issued for services and fees
$
-
$
12,000
Share issued for Liabilities from unissued shares
63,791
-

The accompanying notes are an integral part of these audited financial statements

F-3

ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

NOTE 1: NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

The Company was incorporated in the state of Nevada on December 8, 2009 under the name Pristine Solutions, Inc. and was originally focused on becoming the first tankless water heater company specializing in tankless-only products to enter the Jamaican market, and the only company in the Jamaican market offering solar-powered tankless water heater products.

Subsequently, on November 4, 2013, through certain agreements for the License of Intellectual Property "(the "License Agreements"), the Company determined to change its business focus and acquired an exclusive license to the EcoFlora Spark Plug (the “EcoFlora Plug”), a unique product with technology for which the US Patent and Trademark Office (“USPTO”) issued Patent #8,853,925 on October 7, 2014.  Additionally, on January 8, 2014, the Company changed its name from Pristine Solutions, Inc. to Eco Science Solutions, Inc.  Effective August 28, 2015, the License Agreements were terminated.

On August 31, 2015, the Company executed an Asset Purchase Agreement dated August 28, 2015 (the "Purchase Agreement") with Kensington Marketing, Inc., a Nevada corporation, to acquire a certain technology application known as “Stay Hydrated.”  In exchange for the technology application, the Company issued 1,500,000 restricted shares of the Company's common stock, valued at $150,000. On January 11, 2016, the Company cancelled the agreement with Kensington Marketing, cancelled 1,500,000 shares of Common Stock issued to Kensington Marketing, and returned the “Stay Hydrated” application the Company acquired in exchange for the 1,500,000 shares.

On January 1, 2016, the Company entered into a technology licensing and marketing support agreement with Separation Degrees – One, Inc. (“SDOI”) that will result in the development, licensing and management of on-going technology solutions and marketing campaigns for ESSI’s initiatives. Additionally, the Company entered into an Asset Purchase Agreement with SDOI wherein the Company acquired a proprietary messaging and customer relationship management software platform from SDOI.

On January 11, 2016, the Company’s Board of Directors (the “Board”) authorized the creation of 1,000 shares of Series A Voting Preferred Stock. The holder of the shares of the Series A Voting Preferred Stock has the right to vote those shares of the Series A Voting Preferred Stock regarding any matter or action that is required to be submitted to the shareholders of the Company for approval. The vote of each share of the Series A Voting Preferred Stock is equal to and counted as 10 times the votes of all of the shares of the Company’s (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval. The Agreement with SDOI was revised so that SDOI received 500,000 shares of Common Stock rather than Preferred Shares; no Preferred Shares were issued to SDOI.  In addition to the issuance of the 500,000 shares of common stock as consideration for the Asset Purchase Agreement with SDOI, the Company agreed further to settle all invoices received for services rendered by SDOI, as well as advertising fees incurred, by way of issuance of common stock at a 30% discount to market as S-8 shares.

On January 10, 2017, the Company entered into a Cancellation and Release Agreement with SDOI wherein the Company agreed to issue 4,000,000 common shares to SDOI (or its designee) in exchange for the cancellation of the $1,920,424 worth of remaining outstanding invoices and fees owed to SDOI.

Now headquartered in Maui, Hawaii, Eco Science Solutions, Inc. is a bio and software technology-focused Company targeting the multi-billion dollar health and wellness industry. As consumers continue to take ownership of their health, wellness and alternative medicines they consume, the Company expects there will be a growing shift away from the sole dependence on large pharmaceutical companies and prescription drugs.  Eco Science Solutions Inc. intents to cater to a growing need for both established and new health and wellness businesses to market to this increasing demand.

NOTE: The following notes and any further reference made to “the Company”, "we", "us", "our" and "ESSI" shall mean Eco Science Solutions, Inc., unless otherwise indicated.

F-4
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

NOTE 1: NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS (cont’d)

Going Concern

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future.  As at April 30, 2017, the Company had a working capital deficit of $1,793,447 and an accumulated deficit of $44,594,188. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. While the Company has recently entered into an Equity Purchase Agreement to sell up to 10,000,000 shares of our common stock (Ref: Note 9) there can be no guarantee the Company will receive proceeds sufficient to meet its ongoing operational overheads from these sales, or that these sales will occur.

The financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Financial Statements Presented

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  All such adjustments are of a normal recurring nature.  Operating results for the three months ended April 30, 2017, are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2018.  For further information, refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2017 as filed with the Securities and Exchange Commission on May 1, 2017.

Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation.
Use of Estimates
The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash and cash equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of purchase to be cash equivalents. As of April 30, 2017, and January 31, 2017, respectively, the Company had cash, but no cash equivalents.

F-5

ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE UNAUDITED 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 and licensing rights (Intangible assets)
Technology and licensing rights are recorded at cost and capitalized, and are reviewed for impairment at a minimum of once per year or whenever events or changes in circumstances suggest a need for evaluation.

Advertising and Marketing Costs
Advertising and marketing costs are expensed as incurred and were $630,662 during the three-month period ended April 30, 2017 and $278,523 in the same period ended April 30, 2016. Advertising and marketing costs include ad placement and click through programs placed on a wide network of mediums acquired from advertising consolidators including Taboola, Outbrain, MGID, Rev Content, Yahoo, MSN, AOL, Google and others for the full scope of the Company’s brands including the Herbo and Ftirix apps for all platforms, GooglePlay, iOS, Android, as well as the corporate e-commence site and all the other underlying supporting social media platforms such as YouTube, Twitter, Instagram, and Facebook.

Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. There was no impairment of long-lived assets during the three-month period ended April 30, 2017 and April 30, 2016.

Fair Value Measurements

Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments , an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1:
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2:
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3:
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts payable, and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

F-6

ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Revenue Recognition

The Company recognizes revenue in accordance with ASC 605, Revenue Recognition . Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is reasonably assured.  As of April 30, 2017, no revenue has been recognized, as the Company changed its core business in January 2016 and is currently developing its new business operation.

Cost of Revenue
Costs of revenue consist of the direct expenses incurred to generate revenue. Such costs are recorded as incurred. Our cost of revenue will consist consists primarily of fees associated with the operation of our social media venues and fulfillment of specific customer advertising campaigns related to our downloadable apps.

Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments , 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.

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

In March 2017, the FASB issued ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The ASU requires an entity to disaggregate the service cost component from the other components of net benefit cost. The service cost component is presented in the same line items as other compensation costs arising from services rendered by the pertinent employees during the period and the other components of net benefit costs are presented separately as other income/expense below income from operations. ASU 2017-07 will be effective for the Company in our fiscal year and interim periods beginning November 1, 2018.

The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations.


F-7

ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

NOTE 3: PROPERTY AND EQUIPMENT

Property and equipment, net consists of the following:

April 30,
2017
January 31,
2017
Office equipment
$ 10,210 $ 2,262
Less: accumulated depreciation and amortization
(816 ) (628 )
Total property and equipment, net
$ 9,394 $ 1,634

Depreciation expense was $188 and $63 for the three months ended April 30, 2017 and 2016, respectively.

NOTE 4: INTANGIBLE ASSETS

Communications Platform – Separation Degrees – One, Inc.

On January 1, 2016, the Company entered into a technology licensing and marketing support agreement with Separation Degrees – One, Inc. (“SDOI”) that will result in the development, licensing and management of on-going technology solutions and marketing campaigns for ESSI’s initiatives.  Additionally, the Company entered into an Asset Purchase Agreement with SDOI wherein the Company acquired a proprietary messaging and customer relationship management software platform from SDOI.

Under the terms of the agreements, the Company will issue to SDOI 1,000 shares of the Company’s Series A Voting Preferred Stock. The 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 Company obtained a third party valuation in respect of the issuance of the Series A Voting Preferred stock and recorded a technology licensing and marketing expense of $35,500 in respect of the valuation report. The third party valuation report was based on the following inputs as at January 1, 2016: (1) price per share of common stock of $0.007; (2) 28,426,349 common shares outstanding; 1,000 Series A Preferred shares issued 1/1/16; (3) A 17.5% premium over the combined common share value for the voting preferences; (4) 284,291,916,349 total voting shares and 284,263,490,000 voting rights represented 99.99% of the total.

On June 1, 2016, the Company and SDOI entered into a further amendment to the terms of the aforementioned agreements, which provided for the following:

(1)
SDOI will not be issued Series A Preferred Stock initially equal to the current total authorized common shares outstanding of 650,000,000;
(2)
Invoices for advertising services billed separately from the $35,000 standard monthly fee will have the same terms as the monthly fee; i.e., the amount invoiced will be paid via the issuance of S-8 shares of ESSI Common Stock (issued at a 30% discount to the market VWAP on the date of payment due or a share price of $0.01, whichever is greater).

F-8

ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

NOTE 4: INTANGIBLE ASSETS (cont’d)

Communications Platform – Separation Degrees – One, Inc. (continued)

As of January 31, 2016, 1,000 Series A Voting Preferred Stock had not yet been issued and $35,500 remained on the balance sheets as liabilities for issuance of shares. As of January 31, 2017, the determination to issue 1,000 shares of Series A Voting Preferred Stock was reversed and $nil remained on the balance sheets as liabilities for issuance of shares.

Further under the terms of the aforementioned technology licensing and marketing support agreement, the Company agreed to the issuance and DWAC of $35,000 worth of S-8 shares in ESSI Common Stock (issued at a 30% discount to the market close on the date of payment due (the 1st of every month), or a share price of $0.01 whichever is greater), to SDOI for ongoing monthly project and planned technical development/maintenance, production and staging server administration, ongoing marketing services and monthly advertising management.   The shares are to be issued on or before the 1st business day of each calendar month. On October 1, 2016, the monthly standard fee increased to $42,000 from $35,000.

On January 4, 2016, the Company entered into a further agreement with SDOI for the purchase of a discrete communications software platform, including custom developed libraries, the consideration for which was the issuance of 500,000 shares of common stock. The Company recorded the fair market value of $3,500 in respect of the software platform on the date of the agreement as intangible assets on the Company’s balance sheet.

As at fiscal yearend January 31, 2016, the Company evaluated the asset for impairment and determined recovery of the value of the asset was indeterminate during the present stage of the Company’s execution of its business plan.  As a result, we recorded an impairment loss of $3,500 which was recognized in the profit and loss account.

As of January 31, 2016, 500,000 shares of common stock had not yet been issued $3,500 remained on the balance sheet as liabilities for issuance of shares.  In January 2017, 500,000 shares of common stock were issued in full satisfaction of the terms of the agreement.

The following table summarizes the invoices received for advertising services from SDOI as well as service fees invoiced for project and planned technical development/maintenance, production and staging server administration, and ongoing marketing services:

Fiscal Year Ended
January 31,
2017
2016
Technology, Licensing and Marketing fees
$
340,592
$
35,000
Advertising and promotion services
1,720,914
73,510
Total
$
2,061,506
$
108,510

During fiscal 2017 the scope of services provided by SDOI included in the above fee schedule include cash advertising expenditures for reimbursement as a result of ad placement and click through programs placed on a wide network of mediums acquired from advertising consolidators including Taboola, Outbrain, MGID, Rev Content, Yahoo, MSN, AOL, Google and others for the full scope of the Company’s brands including the Herbo and Ftirix apps for all platforms, GooglePlay, iOS, Android, as well as the corporate e-commence site and all the other underlying supporting social media platforms such as YouTube, Twitter, Instagram, and Facebook, with a goal of driving views and increasing visibility on a global scale.  In addition, fees incurred for technology licensing and marketing include the ongoing development and maintenance, as well as technology development fees for the Company’s websites, applications, content platforms and social media channels.

F-9

ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

NOTE 4: INTANGIBLE ASSETS (cont’d)

Communications Platform – Separation Degrees – One, Inc. (continued)
During the fourth quarter of fiscal 2017 the Company and SDOI agreed to negotiate a cancelation of the licensing and marketing support agreement.  The Company and SDOI agreed that the accrued burden of the liability of the shares issuable under the terms of the agreement and the associated market value of the shares no longer met the intent of the original agreement between the parties. On January 10, 2017, the Company executed a Cancellation and Release Agreement with SDOI.
Pursuant to the Technology Licensing and Marketing Agreement, in the event the Company was not able to pay the invoices generated by SDOI, any outstanding balances were to be converted into common shares of the Company (“S-8 Shares”). Under the Cancellation and Release Agreement, SDOI has agreed to cancel the outstanding balance of unpaid invoices owed to SDOI in exchange for 4,000,000 Common shares.
The following table is the summary of the market value of the allocated S-8 shares recorded on the balance sheet as liabilities for issuance of shares which are associated with the invoices received for advertising services from SDOI including services for project and planned technical development/maintenance, production and staging server administration, and ongoing marketing services provided:

S-8 Shares
Balance, January 31, 2015
$
-
Add:
108,510
Balance, January 31, 2016
108,510
Add: liability for unissued shares, market value on payment date
2,946,924
Deduct: shares issued
(340,166
)
Cancellation of S-8 shares due to Cancellation and Release Agreement
(2,715,268
)
Balance, January 31, 2017
$
-

4,000,000 Common shares issued to SDOI were valued at market on the agreement date of January 10, 2017, for a total of $11,040,000.

The following table is the summary of loss on the S-8 shares:

Fiscal Year ended
January 31,
2017
2016
Loss on the S-8 shares reserved for issuance
$
885,419
$
-
Gain on cancellation of unissued S-8 shares
(2,715,268
)
-
Loss on issuance of 4M shares
11,040,000
-
Total loss
$
9,210,151
$
-


F-10

ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

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.

NOTE 6: PREPAID EXPENSES

Prepaid expenses consist of the following:
April 30,
2017
January 31,
2017
Office lease – Security deposits
$
817
$
817
Prepaid other expenses
27,750
-
Total prepaid expense
$
28,567
$
817

NOTE 7: NOTES PAYABLE AND CONVERTIBLE NOTE

Note 1
Note 2
Note 3
Note 4
Note 5
Total
Balance, January 31, 2016
$
232,450
$
-
$
-
$
-
$
-
$
232,450
Changes:
Converted to shares
(96,100
)
-
-
-
-
(96,100
)
Additions
-
293,280
14,930
50,000
225,000
583,210
Deduct: Cancellation and Release Agreement
(136,350
)
-
-
-
-
(136,350
)
Balance, January 31, 2017
-
293,280
14,930
50,000
225,000
583,210
Changes:
Additions
1,000
610,000
611,000
Balance, April 30, 2017
$
-
$
294,280
$
14,930
$
50,000
$
835,000
$
1,194,200

Note 1:

On May 9, 2016, the Company issued 596,884 shares of common stock to an unrelated third party in respect to the assignment of a portion of a convertible note of in the amount of $96,100.   Upon assignment, the conversion terms of the note were amended from $0.003 per share to a 40% discount to market based on the date immediately prior to the notice of conversion.  As a result, the shares were issued in full settlement of the principal value of the note at $0.161 per share.

As of December 16, 2016, the unsecured convertible promissory note bearing interest at 6% per annum, in the remaining sum of $136,350 (January 31, 2016 - $232,450) convertible into the Company’s common stock at a rate of $0.003 per share and due and payable January 31, 2017 was canceled. Under the terms of the Cancellation and Release Agreement a total of $186,704 was extinguished including principal of $136,350 and all accrued and unpaid interest of $50,354.



F-11

ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

NOTE 7: NOTES PAYABLE AND CONVERTIBLE NOTE

Note 2:

During the fiscal year ended January 31, 2017, the Company received an accumulated amount of $293,280 from a third party. The notes bear interest at a rate of 1% per annum, and are each due three months from issue date.

During the three months’ period ended April 30, 2017, the Company received further amount of $1,000 from a third party. The notes bear interest at a rate of 1% per annum, and are each due three months from issue date.


Over the period to April 30, 2017 a total of $293,280 became due and payable on the three-month anniversary of each advance.

As of April 30, 2017, the Company has accrued interest of $1,543 in respect of the accumulated amount payable.

Note 3:

During the fiscal year ended January 31, 2017, the Company received an accumulated amount of $14,930 from a third party. The notes bear interest at a rate of 1% per annum, and each due three months from issue date.

During the months of August and September 2016 the accumulated principal balance became due and payable on the three-month anniversary of each advance. As of April 30, 2017, these amounts were unpaid.

As of April 30, 2017, the Company has accrued interest of $142 in respect of the accumulated amount payable.

Note 4:

During the fiscal year ended January 31, 2017, the Company received an amount of $50,000 from a third party. The note bears interest at a rate of 1% per annum, and is due three months from issue date. As at April 30, 2017 the note became due and payable, but remained unpaid as at April 30, 2017.

As of April 30, 2017, the Company has accrued interest of $248.

Note 5:

During the fiscal year ended January 31, 2017, the Company received an amount of $225,000 from a third party. The note bears interest at a rate of 6% per annum, and is due one year from issue date.

On February 14, 2017, the Company received an amount of $150,000 from a third party. The note bears interest at a rate of 6% per annum, and is due one year from issue date.

On March 3, 2017, the Company received an amount of $40,000 from a third party. The note bears interest at a rate of 6% per annum, and is due one year from issue date.

On March 15, 2017, the Company received an amount of $175,000 from a third party. The note bears interest at a rate of 6% per annum, and is due one year from issue date.

On March 24, 2017, the Company received an amount of $15,000 from a third party. The note bears interest at a rate of 6% per annum, and is due one year from issue date.

On March 30, 2017, the Company received an amount of $25,000 from a third party. The note bears interest at a rate of 6% per annum, and is due one year from issue date.

On April 12, 2017, the Company received an amount of $200,000 from a third party. The note bears interest at a rate of 6% per annum, and is due one year from issue date.

On April 266, 2017, the Company received an amount of $5,000 from a third party. The note bears interest at a rate of 6% per annum, and is due one year from issue date.

As of April 30, 2017, the Company has accrued interest of $7,696 in respect of the aforementioned notes.

F-12

ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

NOTE 8: RELATED PARTY TRANSACTIONS

As of April 30, 2017, and January 31, 2017, related parties are due a total of $132,442 and $197,348, respectively

April 30, 2017
January 31, 2017
Related party payable (1) (2)
$
132,422
$
167,348
Notes payable (3)
30,000
30,000
Total related party transactions
$
162,422
$
197,348

Related party payable
Mr. Jeffery
Taylor
(1)(3)
Mr. Don Lee Taylor
(1)(3)
Ms. Jennifer Taylor
(2)
Total
Balance, January 31, 2016
$
9,583
$
8,750
$
-
$
18,333
Add: Management fee
115,000
105,000
220,000
General and admin
18,000
18,000
Reimbursed expenses
35,412
47,064
-
82,476
Accrued loan interest
152
152
-
304
Deduct: cash payment
(77,807
)
(85,958
)
(8,000
)
(171,765
)
Balance, January 31, 2017
82,340
75,008
10,000
167,348
Add: Management fee
28,750
26,250
-
55,000
General and admin
-
-
6,000
6,000
Reimbursed expenses
2,821
2,529
-
5,350
Accrued loan interest
37
37
-
74
Deduct: cash payment
(47,555
)
(47,775
)
(6,000
)
(101,330
)
Balance, April 30, 2017
$
66,393
$
56,049
$
10,000
$
132,442

(1)
Effective December 17, 2015, Mr. Jeffery Taylor was appointed to serve as Chief Executive Officer of the Company and Mr. Don Lee Taylor was appointed to serve as Chief Financial Officer of the Company.
On December 21, 2015, the Company entered into employment agreements with Mr. Jeffery Taylor and Mr. Don Lee Taylor for a period of 24 months, where after the contract may be renewed in one year terms at the election of both parties.  Jeffery Taylor shall receive an annual gross salary of $115,000 and Don Lee Taylor shall receive an annual gross salary of $105,000 payable in equal installments on the last day of each calendar month and which may be accrued until such time as the Company has sufficient cash flow to settle amounts payable.  Further under the terms of the respective agreements all inventions, innovations, improvements, know-how, plans, development, methods, designs, analyses, specifications, software, drawings, reports and all similar or related information (whether or not patentable or reduced to practice) which relate to any of the Company’s actual or proposed business activities and which are created, designed or conceived, developed or made by the Executive during the Executive’s past or future employment by the Company or any Affiliates, or any predecessor thereof (“Work Product”), belong to the Company, or its Affiliates, as applicable.

(2)
During three months ended April 30, 2017 the Company was invoiced a total of $6,000 in consulting services by Ms. Jennifer Taylor, sister of the Company’s officers and directors.
(3)
On February 17, 2016, the Company issued promissory notes to Mr. Jeffery Taylor, CEO, in the amount of $17,500 and to Mr. Don Lee Taylor, CFO, in the amount of $17,500, respectively. The notes bear interest at a rate of 1% per annum, maturing on August 17, 2016. During the fiscal year ended January 31, 2017, the company repaid $2,500 to Mr. Jeffery Taylor and $2,500 to Mr. Don Lee Taylor.
As of April 30, 2017, the Company has accrued $378 as interest with respect to the above notes.  The notes were not repaid on their due dates of August 17, 2016, and are now due on demand.


F-13

ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

NOTE 9: COMMON STOCK

Common Stock

The total number of authorized shares of common stock that may be issued by the Company is 650,000,000 shares with a par value of $0.0001.

Common stock issued during the three-month period ended April 30, 2017

On February 16, 2017, the Company issued 26,386 shares of common stock pursuant to a conversion notice presented to the Company relative to a convertible note for previously incurred and unpaid compensation totalling $59,000 plus accrued interest which amount was due to a former officer and director.

Common stock issued during the fiscal year ended January 31, 2017

On February 26, 2016, the Company purchased back and cancelled 1,000,000 shares of common stock for $7,500 as part of its ongoing Share Buyback program.  The shares are reflected as Treasury shares on the Company’s balance sheet.

On March 18, 2016, the Company issued 100,000 shares of restricted stock to consultant Mike Hogue in respect to an agreement for certain marketing and administrative services. The shares were valued at market on the date of the contract, February 1, 2016, for a total of $250,000.

On April 6, 2016, the Company issued a total of 1,200,000 shares of common stock valued at $0.01 per share in relation to a consulting agreement with SDOI. (ref: Note 4)

On May 9, 2016, the Company issued 596,884 shares of common stock to an unrelated third party in respect to the assignment of proceeds from a convertible note totaling $96,100.   Upon assignment, the conversion terms of the note were amended from $0.003 per share to a 40% discount to market based on the date immediately prior to the notice of conversion.  As a result, the shares were issued in full settlement of the principal value of the assigned balance of the note at $0.161 per share.

On May 9, 2016, the Company issued a total of 1,375,000 shares of common stock valued at $0.01 per share in relation to a consulting agreement with SDOI. (ref; Note 4)

On August 5, 2016, the Company issued a total of 1,250,000 shares of common stock valued at $0.01 per share in relation to a consulting agreement with SDOI. (ref; Note 4)

On October 24, 2016, the Company issued a total of 982,953 shares of common stock valued at between $0.1709 and $0.47430 per share in relation to a consulting agreement with SDOI. (ref; Note 4)

On January 4, 2017, the Company issued a total of 500,000 shares of common stock valued at $0.007 per share in relation to Asset Purchase Agreement with SDOI (ref: Note 4)

On January 13, 2017, the Company issued a total of 3,000,000 shares of restricted stock to Mr. Jeffery Taylor valued at $8,190,000, or $2.73 per share as stock-based compensation recorded as management fees.

On January 13, 2017, the Company issued a total of 3,000,000 shares of restricted stock to Mr. Don Lee Taylor valued at $8,190,000, or $2.73 per share as stock-based compensation recorded as management fees.

F-14

ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
NOTE 9: COMMON STOCK (cont’d)

Common Stock (cont’d)

On January 13, 2017, the Company issued a total of 1,000,000 shares of restricted stock to a third party valued at $2,730,000, or $2.73 per share as stock-based compensation recorded as legal, accounting and audit fees.

On January 13, 2017, the Company issued a total of 1,000,000 shares of restricted stock to a third party valued at $2,730,000, or $2.73 per share as stock-based compensation recorded as legal, accounting and audit fees.

On January 13, 2017, the Company issued 100,000 shares of restricted stock to consultant Mike Hogue valued at $273,000, or $2.73 per shares as stock-based compensation recorded as advertising and marketing expenses.

On January 17, 2017, the Company issued 4,000,000 shares of restricted stock to SDOI valued at $11,040,000, or $2.76 per shares (ref: Note 4).  Concurrently the liability for unissued shares recorded up to the date of settlement under the terms of the cancelation agreement with SDOI were extinguished.

As of January 31, 2017, 46,331,186 shares were issued and 45,331,186 shares were outstanding, and as of January 31, 2016, 28,226,349 shares of the Company’s common stock were issued and outstanding.

Series A Voting Preferred Shares

On January 11, 2016, the Company’s Board of Directors (the “Board”) authorized the creation of 1,000 shares of Series A Voting Preferred Stock.  The holder of the shares of the Series A Voting Preferred Stock has the right to vote those shares of the Series A Voting Preferred Stock regarding any matter or action that is required to be submitted to the shareholders of the Company for approval.  The vote of each share of the Series A Voting Preferred Stock is equal to and counted as 10 times the votes of all of the shares of the Company’s (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval.   The Series A Voting Preferred Stock will not be convertible into Common Stock.

As of April 30, 2017, and January 31, 2017, no Series A Voting Preferred Shares were issued.

NOTE 10: COMMITMENTS

(a)
On March 22, 2016, we entered into a two-year lease commencing April 1, 2016 for a total of 253 square feet of office and 98 square feet of reception space. Monthly base rent for the period April 1, 2016 to March 31, 2017 is $526.50 per month and increases to $552.83 per month for the subsequent year ending March 31, 2018.  Operating costs for the first year of the lease are estimated at $258.06 per month.  The Company has remitted a security deposit in the amount of $817 in respect of the lease.  Further our officers and directors have executed a personal guarantee in respect of the aforementioned lease agreement.
(b)
On January 10, 2017, we entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with PHENIX VENTURES, LLC (“PVLLC”). Although we are not mandated to sell shares under the Equity Purchase Agreement, the Equity Purchase Agreement gives us the option to sell to PVLLC, up to 10,000,000 shares of our common stock over the period ending January 25, 2019 (or 24 months from the date this Registration Statement is effective). The purchase price of the common stock will be set at eighty-three percent (83%) of the volume weighted average price (“VWAP”) of the common stock during the pricing period. The pricing period will be the ten consecutive trading days immediately after the Put Notice date. In addition, there is an ownership limit for PVLLC of 9.99%.

F-15

ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

NOTE 10: COMMITMENTS (cont’d)

On the Put Notice date, we are required to deliver Put shares to PVLLC in an amount (the “Estimated Put Shares”) determined by dividing the closing price on the trading day immediately preceding the Put Notice date multiplied by 83% and PVLLC is required to simultaneously deliver to us, the investment amount indicated on the Put Notice. At the end of the pricing period when the purchase price is established and the number of Put Shares for a particular Put is definitely determined, PVLLC must return to us for cancellation any excess Put Shares provided as Estimated Put Shares or alternatively, we must deliver to PVLLC any additional Put Shares required to cover the shortfall between the amount of Estimated Put Shares and the amount of Put Shares. At the end of the pricing period, we must also return to PVLLC any excess related to the investment amount previously delivered to us.

PVLLC is not permitted to engage in short sales involving our common stock during the commitment period ending January 25, 2019. In accordance with Regulation SHO however, sales of our common stock by PVLLC after delivery of a Put Notice of such number of shares reasonably expected to be purchased by PVLLC under a Put will not be deemed a short sale.

In addition, we must deliver the other required documents, instruments and writings required. PVLLC is not required to purchase the Put Shares unless:

Ÿ
Our registration statement with respect to the resale of the shares of common stock delivered in connection with the applicable put shall have been declared effective.

Ÿ
We shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the registrable securities.

Ÿ
We shall have filed with the SEC in a timely manner all reports, notices and other documents required.

The Company filed an S-1 Registration Statement in respect of the foregoing on January 27, 2017 which is currently under review by the Securities and Exchange Commission.

NOTE 11: INCOME TAXES

Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

Operating loss carry-forwards generated during the period from December 8, 2009 (date of inception) through April 30, 2017 of approximately $13,724,600, will begin to expire in 2029.   The Company applies a statutory income tax rate of 34%.

Accordingly, deferred tax assets related to net operating loss carry-forwards total approximately $15,100,600 at April 30, 2017. For the three months’ period ended April 30, 2017 and 2016 the valuation allowance increased by approximately $364,800 and $169,500, respectively.

NOTE 12: SUBSEQUENT EVENTS

On May 2, 2017, the Company entered into a Letter of Intent, with Ga-Du Bank, which operates through the Southern Cherokee Nation Red Fire People Central Bank (SCNRFP CB), operated by a Governing Board and Banking Oversight Secure Committee, of the Southern Cherokee Nation Red Fire People, to acquire the Ga-Du Bank.  The Letter of Intent is the framework for the Company and the Ga-Du bank to formalize the acquisition of the Ga-Du Bank following completion of the Company’s due diligence.  The Company has hired Attorney’s Mark Skaist and Ben Frydman with the law firm of Stradling Yocca Carlson & Rauth, PC, specializing in corporate law and familiar with the banking industry.

The Company continues to work with Ga-Du Corporation regarding the acquisition of its banking services, and hope to close the transaction by the end of June 2017.

F-16

ITEM 2.                MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or the Company’s future financial performance. In some cases, forward-looking statements can be identified by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors” that may cause the Company’s or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

The Company’s unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with the Company’s financial statements and the related notes that appear elsewhere in this quarterly 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 quarterly report. All adjustments necessary for a fair statement of the results for the interim periods have been made, and all adjustments are of a normal recurring nature.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to “common shares” refer to the common shares in the Company’s capital stock.

As used in this quarterly report, the terms "we", "us", "our" and "ESSI" mean Eco Science Solutions, Inc. unless otherwise indicated.

Description of Business

The Company was incorporated in the state of Nevada on December 8, 2009 under the name Pristine Solutions, Inc. Headquartered in Miami, Florida, Eco Science Solutions, Inc., a Nevada corporation, is charged with the research and exploration of eco-friendly technology and properties. On February 14, 2014, the Company changed its name to Eco Science Solutions, Inc. (OTC Pink Sheets: ESSI).

With current headquarters in Maui, Hawaii, Eco Science Solutions, Inc. is now 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 2017 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.
Eco Science’s core services span business location, localized communications between consumers and business operators, social networking, educational content, e-commerce, product commercialization and delivery.
The Company’s e-commerce platform, available for use today, enables health-and-wellness enthusiasts to easily locate, access, and connect with health-and-wellness businesses and like-minded enthusiasts, and to facilitate the research of and purchasing of eco-friendly products.

4
Current business overview

Currently our business is in a pre-revenue stage, wherein we are building both consumer and enterprise technology, consumer package goods, investing in Research & Development and advertising to consumer and professional traffic for both our apps and web properties. Once we have gained a large enough audience the Company will begin to monetize that audience through: 1) paid advertisements from business seeking exposure to users the Herbo services; 2) enterprise license agreements with professional customers; and 3) sales of products targeting general health and wellness and alternative medicines.
Currently the Company’s Herbo apps, Fitrix app, UseHerbo.com and “The Pursuit of Fine Herb” original content are all 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.
According to the popular traffic measuring site 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 are being 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. Right now the Company is investing 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.
The following is to provide a road-map for how the Company intends to prepare for and generate revenues, along with the costs associated to do so. Eco Science Solutions’ core Initiatives are 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.
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 has budgeted $750k for investment purposes in Technology over the next 12-month period.
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 $1 million for investment purposes in Scientific Research and Development investment over the next 12-month period.
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 over the next 12-month period.
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.
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Sales, Customer and Finance personnel development - Additionally, the Company has budgeted $1 million for general working capital purposes, including the development of personnel and internal systems to support them over the next 12-month period.
The Company has also budgeted $1million in marketing and advertising investment for next 12-month period, to support the Eco Science Solutions, Herbo and Fitrix brands.
It is anticipated by Management, that all of the above investments when combined will prepare the Company to successfully begin monetizing its assets.

Results of Operations

Comparison of the three months ended April 30, 2017 and 2016

The following summary of the Company’s results of operations should be read in conjunction with the Company’s unaudited financial statements for the three months ended April 30, 2017
For the Three Months ended April 30,
Operating Expenses
2017
2016
Depreciation
$ 188 $ 63
Legal, accounting and audit fees
27,801 10,791
Management and consulting fees
144,000 83,000
Research, development, and promotion
185,418 105,000
Transfer agent and filing fees
1,020 1,395
Office supplies and other general expenses
76,268 10,311
Advertising and marketing
630,662 278,523
Net operating expense
1,065,357 489,083
Net operating loss
(1,065,357 ) (489,083 )
Other income (expenses)
Interest expense
(8,060 ) (9,310 )
Loss on shares issued for services and fees
- (162,158 )
Total other income (expense)
(8,060 ) (171,468 )
Net loss
$ (1,073,417 ) $ (660,551 )

Revenue

The Company has only launched its current business activity in the most recent 15 months, and has not yet generated revenues from its primary business operation.
Cost of sales

To date the Company has not yet recorded revenues in respect to its primary business activities.  Costs of sales are expected to include advertising fees, commission fees associated with the download of our apps and sales of online products, server fees and other associated expenditures related to production of content for our blogs.

6
General and Administrative Expenses

For the three months ended April 30,
2017
2016
Variances
Legal, accounting and audit fees
27,801
10,791
$
17,010
Management and consulting fees
144,000
83,000
61,000
Research, development, and promotion
185,418
105,000
80,418
Transfer agent and filing fees
1,020
1,395
(375
)
Office supplies and other general expenses
76,268
10,311
65,957
Total general and administrative expenses
$
434,507
$
210,497
$
224,010

General and administrative expenses, exclusive of amounts expended on advertising and marketing in the three-month period ended April 30 2017 totaling $630,662 ($278,523 - 2016), include a total of $144,000 for management and consulting fees as compared to $83,000 in the comparative three months ended April 30 2016.  Further, legal, accounting and audit fees incurred in the three-month period ended April 30, 2017 totaled $27,801, as compared to only $10,791 in the prior comparative period.   The substantive increase in management and professional fees is due to the increase in the Company’s operations period over period.  The Company expended a total of $185,418 on research, development and promotion in the current three months as compared to $105,000 in the prior comparative three-month period.  Current period expenditures include sponsorship and licencing fees as the Company moves to expand its brand awareness.  Office supplies and other general expenses also experienced a substantial increase period over period from $10,311 (2016) to $76,268 in the current three month period as the Company expanded its operations.

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. 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. 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 revenues from operations. We expect to continue to financing ongoing advertising and marketing fees, upgrades and expansion of our apps, licensing support and maintenance fees associated with our business focus by the issuance of shares of common stock fat a discount to our market price. We recently entered into an equity purchase agreement for this purpose which we expect to rely on during fiscal 2018. 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

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future.  As at April 30, 2017, the Company had a working capital deficit of $1,793,447 and an accumulated deficit of $44,594,188. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. While the Company has recently entered into an Equity Purchase Agreement to sell up to 10,000,000 shares of our common stock (Ref: Note 9) there can be no guarantee the Company will receive proceeds sufficient to meet its ongoing operational overheads from these sales, or that these sales will occur.

7
The financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Liquidity and Capital Resources

As of April 30, 2017, the Company had total current assets of $54,284, and total current liabilities of $1,847,731 as compared to $244,941 in current assets and $1,021,002 in total current liabilities at the fiscal year ended January 31, 2017. The Company has limited financial resources available outside loans from its officers and directors and funds it has obtained through use of convertible debt instruments, equity lines and loans with third parties.  While the Company is working towards generating revenue to offset some of its existing operating expenditures, it is possible that without realization of additional capital, it would be unlikely for the Company to continue as a going concern. In order for the Company to remain a Going Concern it may need to find additional capital. Presently the Company is financing many of its key expenditures by way of issuance of shares to its key creditors for services provided and fees incurred. 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.
Cash flows from operating activities

During the three months ended April 30, 2017 and 2016 the Company used $821,459 and $31,690 of cash flow for operating activities respectively. The increase in cash used in operating activities is primarily attributable to an increase in costs during the period associated with the Company’s new operational focus.  During the prior three-month period ended April 30, 2016, the Company recorded liabilities from unissued shares of $378,370, a loss on shares issued for fees and services of $162,158, stock based compensation of $25,000 and amortization of debt discount of $1,845 with no comparative charges in the current three-month period ended April 30, 2017.  In addition, during the period ended April 30, 2017 the Company reduced related party payables by $34,905 as compared to an increase of $55,000 in the prior period, and reported an increase to accounts payable of $314,425 as compared to an increase of only $11,909 in 2016.  Finally, the Company recorded an increase to prepaid expenses of $27,750 in the current period compared to $5,484 in the prior comparative three-month period.

Cash flows from investing activities

During the three months ended April 30, 2017, the Company expended $7,948 to purchase equipment as compared to $2,263 in the three months ended April 30, 2016.

Cash flows from financing activities

During the three months ended April 30, 2017 the Company received proceeds from notes payable totaling $611,000 as compared to $Nil in the prior comparative period.  During the three months ended April 30, 2016 the Company received proceeds totalling $35,000 from related party loans with no comparative loans in the current three month period.    In addition, the Company expended $7,500 with respect to its share buyback program and returned 1,000,000 shares to treasury during the three months ended April 30, 2016 with no similar transactions in the current three month period ended April 30, 2017.

Future Financings

We anticipate continuing to rely on related party and third party loans and/or 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. We recently entered into an equity purchase agreement for this purpose which we expect to rely on during fiscal 2018. 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.
8
Contractual Obligations

The Company is a smaller reporting Company as defined by Rule 12b-2 of the Securities Act of 1934 and we are not required to provide the information under this item.

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 preparation of our consolidated financial statements and notes thereto requires management to make estimates and assumptions that affect the amounts and disclosures reported within those financial statements. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, contingencies, litigation and income taxes. Management bases its estimates and judgments on historical experiences and on various other factors believed to be reasonable under the circumstances. Actual results under circumstances and conditions different than those assumed could result in differences from the estimated amounts in the financial statements. There have been no material changes to these policies during the three months ended April 30, 2017.  Refer to Note 2 to our unaudited financial statements contained herein.
Recently issued accounting pronouncements

In March 2017, the FASB issued ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The ASU requires an entity to disaggregate the service cost component from the other components of net benefit cost. The service cost component is presented in the same line items as other compensation costs arising from services rendered by the pertinent employees during the period and the other components of net benefit costs are presented separately as other income/expense below income from operations. ASU 2017-07 will be effective for the Company in our fiscal year and interim periods beginning November 1, 2018.

The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations.

ITEM 3.                QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company is a smaller reporting Company as defined by Rule 12b-2 of the Securities Act of 1934 and we are not required to provide the information under this item.

ITEM 4.                CONTROLS AND PROCEDURES
Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

9
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of April 30, 2017. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended April 30, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting that occurred during the three months ended April 30, 2017 that have materially, or are reasonably likely to materially, affect the Company’s internal controls over financial reporting.
PART II
ITEM 1.                LEGAL PROCEEDINGS
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 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 2.                UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3.                DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.                MINE SAFETY STANDARDS

Not applicable.
ITEM 5.                OTHER INFORMATION

On May 2, 2017, the Company entered into a Letter of Intent, with Ga-Du Bank, which operates through the Southern Cherokee Nation Red Fire People Central Bank (SCNRFP CB), operated by a Governing Board and Banking Oversight Secure Committee, of the Southern Cherokee Nation Red Fire People, to acquire the Ga-Du Bank.  The Letter of Intent is the framework for the Company and the Ga-Du bank to formalize the acquisition of the Ga-Du Bank following completion of the Company’s due diligence.  The Company has hired Attorney’s Mark Skaist and Ben Frydman with the law firm of Stradling Yocca Carlson & Rauth, PC, specializing in corporate law and familiar with the banking industry.

The Company continues to work with Ga-Du Corporation regarding the acquisition of its banking services, and hopes to close the transaction by the end of June 2017.

10
ITEM 6.                EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit Number
Exhibit Description
Filed Previously
Filed herewith
3.1
Articles of Incorporation of Pristine Solutions Inc. (incorporated by reference to the Registrant’s registration statement on Form S-1 filed on May 4, 2010)
*
3.2
Certificate of Amendment filed with the Nevada Secretary of State on January 29, 2010. (incorporated by reference to the Registrant’s registration statement on Form S-1 filed on May 4, 2010)
*
3.3
Bylaws of Pristine Solutions Inc. (incorporated by reference to the Registrant’s registration statement on Form S-1 filed on May 4, 2010)
*
3.4
Amended Articles of Incorporation/Certificate of Amendment filed with the Nevada Secretary of State on March 7, 2012 (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended January 31, 2012 filed July 31, 2012)
*
3.5
Articles of Exchange filed with the Nevada Secretary of State on October 31, 2012 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed November 13, 2012)
*
3.6
Certificate to accompany Restated Articles or Amended and Restated Articles  (incorporated by reference to the Registrant’s Current Report on Form 8-K filed January 3, 2013)
*
3.7
Certificate of Amendment to Articles of Incorporation for Nevada Profit Corporations (incorporated by reference to the Registrant’s Current Report on Form 8-K filed February 18, 2014)
*
3.8
Designation of Series A Voting Preferred shares filed with the Nevada Secretary of State on January 12, 2016
*
10.1
Employment Agreement between the Company and Mike Borkowski dated November 1, 2015
*
10.2
December 21, 2015 employment agreement between the Company and Jeffery Taylor
*
10.3
December 21, 2015 employment agreement between the Company and Don Lee Taylor
*
10.4
Technology licensing and marketing support agreement between Separation Degrees – One, Inc. (“SDOI”) and the Company dated January 1, 2016
*
10.5
Asset purchase agreement between the Company and Separation Degrees – One, Inc. (“SDOI”) dated January 4, 2016
*
10.6
Amendment No. 1 to the Technology licensing and marketing support agreement between Separation Degrees – One, Inc. (“SDOI”)
*
10.7
Amendment No. 2 to the Technology licensing and marketing support agreement between Separation Degrees – One, Inc. (“SDOI”)
*
10.8
Amendment No. 3 to the Technology licensing and marketing support agreement between Separation Degrees – One, Inc. (“SDOI”)
*
10.9
Cancellation and Release Agreement; Ivano Scarlato
*
10.10
Cancellation and Release Agreement; Eco Science Solutions International
*
10.11
Phenix Ventures, LLC Equity Purchase Agreement
*
(31)
Rule 13a-14(a)/15d-14(a) Certifications
31.1
Certification of our Chief Executive Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended
*
31.2
Certification of our Chief Financial Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended
*
(32)
Section 1350 Certifications
32.1
Certification of our Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
*
32.2
Certification of our Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
*
(101)
Interactive Data Files
101.INS
XBRL Instance Document
*
101.SCH
XBRL Taxonomy Extension Schema Document
*
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
*
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
*
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
*
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
*


11

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 14, 2017
/s/ Jeffery Taylor
Jeffery Taylor
President, Chief Executive Officer, Secretary and Director


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