ITEM 1. FINANCIAL STATEMENTS
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
ECO SCIENCE SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
ECO SCIENCE SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
ECO SCIENCE SOLUTIONS, INC.
STATEMENTS OF STOCKHOLDERS' DEFICIT
(Unaudited)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
ECO SCIENCE SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three months ended April 30, 2020
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 to pursue eco-friendly consumer related technologies, software and applications.
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.
On June 21, 2017, the Company acquired 100% of the shares of capital stock of Ga-Du Corporation (“Ga-Du”), at which time Ga-Du became a wholly owned subsidiary of the
Company. Concurrent with the transaction, Mr. John Lewis and Mr. Randall Overton joined the Board of directors of ESSI. Ga-Du offers a Financial Services Platform, as well as Inventory Control and
Advisory Software Platforms, and Retail Inventory Control, bringing important enterprise technologies in-house and bringing ESSI an opportunity to expand the reach of its Herbo branding. Subsequently 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").
AFN provides financial and enterprise services to businesses and individuals, including the cannabis industry, on a programmatic or membership basis from which AFN derives fees and income from enrolling companies in
their financial program and providing a range of services, with respect to which AFN and Ga-Du derive fees and income on a fee based schedule.
The primary focus of AFN is a mobile application known as eXPO™ electronic eXchange Portal which provides virtual financial and enterprise services to businesses and individuals that are challenged in the traditional
banking systems, and/or require more intensive compliance than banks are willing, or able to perform and/or do not have the technical expertise or financial wherewithal in house to develop their own FinTech solutions, including accounting and
enterprise management software.
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.
With the acquisition of Ga-Du, ESSI's product suite expanded to include 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.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three months ended April 30, 2020
NOTE 1: NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS (cont'd)
Organization and nature of business (cont'd)
During fiscal 2018 and 2019, as AFN focussed its efforts to expand its eXPOTM banking relationships to support next phase operations, the Company focussed on rolling out the Herbo Enterprise Software and
building that user base. The Herbo software provides a point of sale, bookkeeping and banking functions, inventory management and tracking, compliance and reporting, tax and accounting, payroll and HR, ecommerce and payment gateway services and
CRM and customer loyalty functions all under one software suite. During fiscal 2020, the Company entered into various licensing contracts for the Herbo Enterprise Software and has commenced generating revenue from this segment of its operations. We
expect revenues from our agreements with AFN to return during fiscal 2021.
Eco Science Solutions, Inc. is committed to becoming a vertically integrated provider of consumer and enterprise technology products and services, which assist consumers, companies, brands and entrepreneurs to
effectively transact business, with compliance, in the combined multi-billion-dollar cannabis and CBD hemp industries.
The Company's consumer initiatives are centered on education and connecting consumers with various cannabis and CBD hemp businesses. Its enterprise initiatives are focused on developing technology and accounting
solutions, coupled with data analytics to help businesses to be more effective in their abilities to connect, market, and sell to consumers.
Eco Science Solutions, Inc has technology and service relationships with those in farming, extraction, manufacturing and distribution in both the cannabis and CBD hemp industries. Along with its subsidiary Ga-Du, ESSI is able to provide a 360-degree ecosystem for business location, localized communications between consumers and business operators, on-topic social
networking, inventory management / selection, payment facilitation and cash management.
* Eco Science Solutions, Inc. is not in the business of growing, manufacturing, or distributing cannabis.
Financial Statements Presented
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q
and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three months ended April 30, 2020, are not necessarily indicative of the results that may be
expected for the fiscal year ending January 31, 2021. For further information, refer to the financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2019 as filed with
the Securities and Exchange Commission on July 7, 2020.
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.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three months ended April 30, 2020
NOTE 1: NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS (cont'd)
Going Concern
These unaudited condensed 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 April 30, 2020, the
Company had a working capital deficit of $11,419,565 and an accumulated deficit of $73,221,029. 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 recent COVID-19 pandemic could have an adverse impact on the Company going forward. COVID-19 has caused significant disruptions to the global financial markets, which may severely impact the Company’s ability to
raise additional capital and to pursue certain planned business activities. The Company may be required to cease operations if it is unable to finance its’ operations. The full impact of the COVID-19 outbreak continues to evolve as of the date of
this report and is highly uncertain and subject to change. Management is actively monitoring the situation but given the daily evolution of the COVID-19 outbreak, the Company is not able to estimate the effects of the COVID-19 outbreak on its
operations or financial condition in the next 12 months. There are no assurances that the Company will be able to meet its obligations, raise funds or continue to implement its planned business objectives to obtain profitable operations.
The unaudited consolidated financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the
periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot
continue in existence.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies is presented to assist in understanding the Company's consolidated financial statements. These accounting policies conform to
accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the consolidated financial statements. Certain reclassifications have been made to the prior period's consolidated
financial statements to conform to the current period's presentation.
Use of Estimates
The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related
to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may
differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three months ended April 30, 2020
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. These costs are reviewed for impairment at a minimum of once per year or whenever events or changes in circumstances suggest a need for
evaluation. There is no impairment expense for the intangible assets in the three months ended April 30, 2020 or for the fiscal year ended January 31, 2020.
Advertising and Marketing Costs
Advertising and marketing costs are expensed as incurred and were $1,590 during the three month period ended April 30, 2020 and $15,757 in the same period ended April 30,
2019. 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 app and enterprise software 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.
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.
$20,226 has been recognized as revenue in the three months ended April 30, 2020, with $0 revenue in the same period ended April 30, 2019. Revenue generated under enterprise software licenses will be recorded in
accordance with the terms of the individual Customer contracts. We expect license fees will be recorded on a monthly basis over the term of the contract, activation fees will be earned upon completion of set up and installation of the enterprise
software, and customization and/or professional consulting services will be earned as rendered.
While the Company has entered into an LMMA (re: Note 4) 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 May through October 2018 as reconciled in
commission reports received from AFN have not been received by the Company. Subsequently the operations were suspended through August 2019, during which time AFN solidified its’ primary banking relationship and is now able to service and scale as
needed with the client’s needs.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three months ended April 30, 2020
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
Revenue Recognition (cont’d)
While AFN re-commenced operating the eXPOTM platform during August 2019, Ga-Du does not yet have any additional revenue allocations. Presently AFN is growing exclusively on a Member referral basis. We
expect revenue from this agreement to resume during fiscal 2021. The Company has determined to record its revenue in respect to the LMMA upon receipt until such time as the fee structure and reporting process become more easily
determinable. 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 April 30, 2020 and January 31, 2020. The Company will record the revenue once we receive the
proceeds.
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.
Costs of revenue associated with the sale of our enterprise software will include commissions and direct selling costs.
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 April 30, 2020, and January 31, 2020, $248,432 for the value of the stock settled debt for certain convertible notes is included in the Convertible
note, net account under balance sheet. (see Note 10).
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three months ended April 30, 2020
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
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.
NOTE 3: PROPERTY AND EQUIPMENT
Property and equipment, net consists of the following:
Depreciation expense (excluding impairment) amounted to $1,105 and $1,106 for the three months ended April 30, 2020 and 2019, respectively.
NOTE 4: LICENSE AND MASTER MARKETING AGREEMENT
During fiscal 2018 the Company’s subsidiary Ga-Du 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").
AFN provides financial and enterprise services to businesses and individuals, including the cannabis industry, on a programmatic or membership basis from which AFN derives fees and income from enrolling companies in
their financial program and providing a range of services, with respect to which AFN and Ga-Du derive fees and income on a fee based schedule.
The primary focus of AFN is a mobile application known as eXPO™ electronic eXchange Portal which provides virtual financial and enterprise services to businesses and individuals that are challenged in the traditional
banking systems, and/or require more intensive compliance than banks are willing, or able to perform and/or do not have the technical expertise or financial wherewithal in house to develop their own FinTech solutions, including accounting and
enterprise management software. One such industry is the cannabis industry where AFN establishes Membership relationships with businesses in this industry, following a full compliance audit on the business. These services utilize the Herbo suite of
software to effectively track transactional data for eXPO™ users, providing Ga-Du a share of all Cannabis related revenues received by AFN regardless of the source of revenues through (i) membership fees; (ii) cash depository fees; (iii) merchant
processing and credit card fees; (iv) transfer fees; and (v) advertising fees.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three months ended April 30, 2020
NOTE 4: LICENSE AND MASTER MARKETING AGREEMENT (cont’d)
AFN’s services operate on a national level with sales in both cannabis and non-cannabis-based industries. While revenues allocated to Ga-Du are currently governed on a territory by territory basis, Ga-Du and AFN are actively negotiating an amendment
to the agreements to become all inclusive.
In exchange for the revenue split under the LMMA, as amended in March 2018, Ga-Du agreed to pay to AFN $405,000 in three tranches for operational expenses and business development.
Under the terms of the aforementioned agreements with respect to a beta trial for the AFN services focused solely on the State of Colorado during the period May through
October 31, 2018, $28,431 is payable to Ga-Du from revenue generated by operations on the eXPOTM platform. Subsequently the operations were suspended through August 2019, during which time AFN solidified its’ primary banking
relationship and is now able to service and scale as needed with the client’s needs. While AFN re-commenced operating the eXPOTM platform during August 2019, Ga-Du does not yet have any additional revenue allocations. Presently AFN is
growing exclusively on a Member referral basis. We expect revenue from this agreement to resume during fiscal 2021.
NOTE 5: PREPAID EXPENSES
Prepaid expenses consist of the following:
NOTE 6: CONVERTIBLE PROMISSORY NOTE RECEIVABLE
As discussed in Note 5, 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. The Company wrote off the balance of promissory note receivable on October 31, 2019. The Company wrote off the balance of principal and interest receivable on Oct 31, 2019.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three months ended April 30, 2020
NOTE 7: NOTES PAYABLE (cont’d)
During the fiscal year ended January 31, 2017, the Company received an accumulated amount of $14,930 from a third party. The notes bear interest at a rate of 1% per annum, and each due three months from issue
date. During the three months ended April 30, 2020 and 2019 the Company accrued interest expense of $37 and $36, respectively. As of April 30, 2020, and January 31, 2020, the Company has accrued interest payable of $592 and $555, respectively.
During the fiscal year ended January 31, 2017, the Company received an amount of $50,000 from a third party. The note bears interest at a rate of 1% per annum and is due three months from issue date. As at January
31, 2018 the note became due and remained unpaid. During the three months ended April 30, 2020 and 2019 the Company accrued interest expense of $123 and $122, respectively. As of April 30, 2020, and January 31, 2020, the Company has accrued
interest payable of $1,749 and 1,626, respectively.
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 fiscal year ended January 31, 2020, the Company made cash payment of $7,500 to the note. During the three months ended April 30, 2020, the Company made cash payment of $5,000 to the note.
During the three months ended April 30, 2020 and 2019 the Company accrued interest expense of $55,153 and $54,687, respectively. As of April 30, 2020, and January 31, 2020, the Company has accrued interest payable of
$548,104 and $492,951, respectively.
Note 4:
During the year ended January 31, 2019, the Company received accumulated amount of $305,266 from a third party. The notes bear interest at a rate of 1% per annum, and due nine months from issue date. During the three
months ended April 30, 2020 and 2019 the Company accrued interest expense of $701 and $693, respectively. As of April 30, 2020, and January 31, 2020, the Company has accrued interest payable of $5,007 and $4,306, respectively.
Note 5:
On September 12, 2018 the Company received amount of $14,422 from a third party. The notes bear interest at a rate of 1% per annum, and due nine months from issue date. During the three months ended April 30, 2020
and 2019 the Company accrued interest expense of $35 and $35, respectively. As of April 30, 2020, and January 31, the Company has accrued interest payable of $235 and $200 respectively.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three months ended April 30, 2020
NOTE 8: CONVERTIBLE NOTE PAYABLE
During fiscal 2018, the Company entered into a convertible note for a total of $1,407,781 bearing interest at 1% per annum, beginning on November 1, 2017 and payable each 120 days as to any outstanding balance. At
the Maturity Date of this convertible debenture, Lender has the option to:
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.
As at the date of this report, the Lender has not made a demand for payment and the note is in default.
At April 30, 2020 and January 31, 2020, convertible note payable consisted of the following:
During the three months ended April 30, 2020 and 2019 the Company accrued interest expense of $3,519 and $3,480, respectively. As of April 30, 2020, and January 31, 2020, the Company has accrued interest payable of
$35,664 and $32,144, respectively.
NOTE 9: RELATED PARTY TRANSACTIONS
As of April 30, 2020, and January 31, 2020, related parties are due a total of $2,848,861 and $2,371,738, respectively.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three months ended April 30, 2020
NOTE 9: RELATED PARTY TRANSACTIONS (cont’d)
Services provided from related parties:
Interest expenses from related parties:
Revenue from related parties:
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three months ended April 30, 2020
NOTE 9: RELATED PARTY TRANSACTIONS (cont’d)
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three months ended April 30, 2020
NOTE 9: RELATED PARTY TRANSACTIONS (cont’d)
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three months ended April 30, 2020
NOTE 9: RELATED PARTY TRANSACTIONS (cont’d)
NOTE 10: 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 April 30, 2020, and January 1, 2020, there were 48,557,572 shares issued and 47,557,572 shares outstanding. There were no shares issued during the three months ended April 30, 2020 or the fiscal year ended
January 31, 2020.
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, 2020, and January 31, 2020, no Series A Voting Preferred Shares were issued.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three months ended April 30, 2020
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three months ended April 30, 2020
NOTE 11: COMMITMENTS (cont’d)
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three months ended April 30, 2020
NOTE 11: COMMITMENTS (cont’d)
(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. The Parties have agreed to mediate the potential resolution of all claims with U.S. Magistrate Judge Wes R. Porter on December 3, 2019 in Honolulu. The Parties
have agreed to continue their settlement discussions, which are ongoing, in good faith. There is no guarantee that the claims will be settled.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three months ended April 30, 2020
NOTE 12: CONTINGENCIES (cont’d)
(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. On March 2, 2020, the parties to the Nevada Federal Complaint stipulated to the dismissal thereof, which the Court approved on March 3, 2020.
(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. By consent of the parties, the Court has agreed to suspend this matter pending resolution of the consolidated derivative action in Hawaii.
(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 Ventures, 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. On July 23, 2019, defendant entered into a Plea Agreement (the “Plea”) with the Government wherein defendant plead guilty to one charge of conspiracy. Under the Plea, the Government agreed to dismiss and to not prosecute in
the future, the remaining charges including, but not limited to, all charges relating to ESSI when defendant is sentenced. The sentencing hearing is currently set for September 21, 2020.
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three months ended April 30, 2020
NOTE 12: CONTINGENCIES (cont’d)
(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. The Claims filed under the Complaint include 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. The motion has been fully briefed. On May 13, 2020, plaintiff’s motion for summary judgment as to the personal liability of corporate officers of
ESSI and Ga-Du under the Washington Wage Rebate Act was Granted. Corporate officers of ESSI and its subsidiary Ga-Du are jointly and severally liable (along with ESSI and its wholly-owned subsidiary Ga-Du) for $240,000 in unpaid wages, another
$240,000 in exemplary damages, attorney’s fees, and prejudgment interest. Defendants’ cross-motions regarding personal liability was denied.
The Company is vigorously defending all of the aforementioned lawsuits where the action has yet to be adjudicated, dismissed or judgement entered. The successful defense of any of the outstanding lawsuits is
undeterminable at this time, as are the extent of any possible damages.
NOTE 13: SUBSEQUENT EVENTS
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 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. "Ga-Du" refers to our wholly owned subsidiary Ga-Du Corporation.
Description of Business
The Company was incorporated in the state of Nevada on December 8, 2009 under the name Pristine Solutions, Inc. On February 14, 2014, the Company changed its name to Eco
Science Solutions, Inc. ("ESSI")
With headquarters in Maui, Hawaii, Eco Science Solutions, Inc. is a bio and software technology-focused Company targeting the multibillion-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 2020 and beyond, there will be a growing need for both
established and new health and wellness businesses to address this increasing demand. In recent years the Company has changed the focus of its original strategy from App based revenue to revenue generated from several key operational areas,
including the licensed Herbo Enterprise Software. Herbo is a customizable, all-in-one business software (SaaS) and resource for businesses in the Cannabis and Hemp industries. Herbo provides the software, custom web development, operational
training and support needed to plan and manage Marijuana or CBD businesses. The software has provided businesses with intelligence software for over 15 years, while offering seed-to-sale software solutions to the Cannabis and Hemp industries since
2010.
Cultivators, Processors, Manufacturers, Labs, Distributors, Transporters, Dispensaries, Retailers and Regulators, from seed-to-CPA are all target users of Herbo.
The Company intends to be a vertically integrated provider of consumer and enterprise technology products and services, which assist consumers, companies, brands and entrepreneurs to effectively transact business,
with compliance, in the combined multi-billion-dollar cannabis and CBD hemp industries.
The Company's consumer initiatives are currently centered on education and connecting consumers with various cannabis and CBD hemp businesses. Its enterprise initiatives are focused on developing technology and
accounting solutions, coupled with data analytics to help businesses to be more effective in their abilities to connect, market, and sell to consumers.
Over the past several years, ESSI has developed technology and service relationships with those in farming, extraction, manufacturing and distribution in both the cannabis and CBD hemp industries. Along with its subsidiary Ga-Du, ESSI is now able to provide a 360-degree ecosystem for business location, localized communications between consumers and business
operators, on-topic social networking, inventory management / selection, payment facilitation and cash management.
* Eco Science Solutions, Inc. is not in the business of growing, manufacturing, or distributing cannabis.
Current business overview
Our business operations 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 eXPOTM beta
revenue model testing were complete. Subsequently the operations were suspended through August 2019, during which time AFN solidified its’ primary banking relationship and is now able to service and scale as needed with the client’s needs. While
AFN re-commenced operating the eXPOTM platform during August 2019, Ga-Du does not yet have any additional revenue allocations. Presently AFN is growing exclusively on a Member referral basis. We expect revenue from this agreement to
resume during fiscal 2021. During fiscal 2020 we took steps to shift our focus to monetizing our Herbo branded apps and recently developed enterprise software to assist companies in the cannabis industry to
simplify their processes, remain compliant, and enjoy steady growth.
During fiscal 2020 the Company and Haiku Holdings LLC ("Haiku"), a company controlled by our CFO and board member, Mr. Mike Rountree, entered into a Trademark Licensing Agreement whereunder our Licensed Marks,
including and incorporating Herbo, may be used by Haiku to facilitate business including lead generation and referral services. Subsequently our agreements with Haiku were expanded to include a Software Reseller Agreement with respect to the Herbo
suite of enterprise software offerings owned by Haiku. Under the terms of our Reseller agreements with Haiku we commenced generating revenues from licensing of the Herbo software during fiscal 2020 and continue to seek expansion of this growing area
of operation during fiscal 2021.
Results of Operations
Comparison of the three months ended April 30, 2020 and 2019:
The following summary of the Company's results of operations should be read in conjunction with the Company's unaudited consolidated financial statements for the three months ended April 30, 2020 and 2019:
During the three months ended April 30, 2020, the Company generated $20,226 in total revenue of which $2,697 was from contracts with related parties, as compared to $Nil in the three months ended April 30, 2020.
Revenue recorded during the most recently completed three-month period relates directly to the licensing of the Herbo enterprise software to various customers. We entered into amendments to certain licensing and marketing agreements subsequent during
fiscal 2019 which provide for fee-based income calculated retroactively between March and October 2018 as a result of certain beta trials with respect to the eXPOTM platform, as at January 31, 2020 and 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 upon receipt.
Costs of revenue consist of the direct expenses incurred to generate revenue, including fees and commissions payable. Such costs are recorded as incurred. During the three months ended April 30, 2020 we incurred
costs of $13,522 as compared to $Nil during the three months ended April 30, 2019. Current costs are related to sales of our licensed Herbo enterprise software. Our ongoing costs of revenue will consist consists primarily of fees and commissions
paid in respect to the operation and installation of our Herbo enterprise software. In the case of revenue earned by our wholly owned subsidiary, when recorded, proceeds allocated to our revenue interest are net of associated costs.
General and Administrative Expenses
General and administrative expenses, exclusive of $1,590 (2019 - $15,757) expended on advertising and marketing in the three-month period ended April 30, 2020 of $128,781
($438,410- 2019), include a gain related to management and consulting fees of $5,000 in the current three month period due to a credit related to certain prior accrued fees for consulting services in the amount of $90,000, as compared to $291,000
in the comparative three months ended April 30, 2019. This decrease to management fees, aside from the current period credit for prior accrued fees, is a direct result of the departure of certain consultants during fiscal 2020, and the Company’s
determination not to renew certain contracts on their expiry. The decline in advertising and marketing fees period over period is directly related to a reduction of advertising expenses paid to Yahoo as the Company has refocused its marketing
efforts on its licensed Herbo enterprise software suite through a reseller agreement and curtailed its app marketing expenses during the current three-month period. During the current three months the Company recorded costs of revenue of $13,522
compared to $Nil in the prior comparative three-month period as we were able to expand our customer base for our licensed Herbo Enterprise Software. Legal, accounting and audit fees incurred in the three-month period ended April 30, 2020 of
$35,106 have also decreased substantially as compared to $77,714 in the prior comparative period as the Company's legal fees with respect to certain ongoing litigation declined in the current period as legal actions are moving to
settlement. The Company expended $35,052 on research, development and promotion in the current three months ended April 30, 2020 as we continued improvements to our licensed Herbo enterprise software as compared to $19,764 in the same three
months ended April 30, 2019. Office supplies and other general expenses remained relatively constant period over period and totaled $48,996 (2020) and $48,826 (2019), respectively.
The Company reduced its operating expenses by $323,796 over the respective three-month periods ended April 30, 2020 and 2019.
The Company recorded interest expense of $62,802 and $60,288 in respect of certain convertible notes and other loan agreements, respectively during the three months ended April 30, 2020 and 2019. Interest income
recorded in the three months ended April 30, 202 and 2019 totaled $Nil and $3,000, respectively.
The net loss in the comparative three month periods ended April 30, 2020 and 2019 totaled $172,947 and $511,455, respectively.
The Company changed the focus of its business at the close of fiscal 2016 to operate in the ecofriendly 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 and research and development 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 2019. During fiscal 2019, the Company licensed the Herbo Enterprise Software suite and completed certain customization efforts, which has allowed
the Company to commence generating revenue by way of sales of software licenses during fiscal 2020 and during the current three months ended April 30, 2020. 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. 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.
These unaudited condensed 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 April 30, 2020, the
Company had a working capital deficit of $11,419,565 and an accumulated deficit of $73,221,029. 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 recent COVID-19 pandemic could have an adverse impact on the Company going forward. COVID-19 has caused significant disruptions to the global financial markets, which may severely impact the Company’s ability to
raise additional capital and to pursue certain planned business activities. The Company may be required to cease operations if it is unable to finance its’ operations. The full impact of the COVID-19 outbreak continues to evolve as of the date of
this report and is highly uncertain and subject to change. Management is actively monitoring the situation but given the daily evolution of the COVID-19 outbreak, the Company is not able to estimate the effects of the COVID-19 outbreak on its
operations or financial condition in the next 12 months. There are no assurances that the Company will be able to meet its obligations, raise funds or continue to implement its planned business objectives to obtain profitable operations.
The unaudited consolidated financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the
periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot
continue in existence.
Liquidity and Capital Resources
As of April 30, 2020, the Company had total current assets of $55,072, and total current liabilities of $11,474,637 as compared to $59,310 in current assets and $11,307,033 in total current liabilities at the fiscal
year ended January 31, 2020. 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. We have recently commenced
generating revenue from the licensing of our Herbo Enterprise Software, however, these revenues are not yet sufficient to meet our ongoing operational overhead. 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 we have generated modest revenue in fiscal 2020 and in the current quarter from the Herbo Enterprise Software, as well as
$28,431 during fiscal 2019 relative to Ga-Du’s agreements with AFN, which will be recorded when received from our licensing partner, 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 and ongoing impact of COVID-19 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, 2020 and 2019 the Company used $117,080 and $199,332 of cash for operating activities respectively. The decrease in cash used in operating activities period over period is
attributed to a reduction to the net loss reported in the three months ended April 30, 2020 as compared to the same three months in 2019. Current period results include an increase to related party payables of $63,225 as compared to $166,233 in the
same three-month period in 2019, and a decrease to accounts payable of $12,275 in the current three months as compared to an increase of $162,784 in the period ended April 30, 2019. This is primarily due to the settlement of certain prior accrued
consulting fees at a discount to the originally recorded contract value. The Company recorded a an increase to prepaid expenses of $15,000 and an increase to interest receivable during the three months ended April 30, 2019, with no comparable
results during the current three months ended April 30, 2020. Finally we recorded an decrease to accounts receivable in the current three months ended April 30, 2020 of $9,206 and an increase to related party receivables of $5,394 with no
comparable results during the current three months ended April 30, 2019.
Cash flows from investing activities
During the three months ended April 30, 2020 and 2019, the Company used no cash for investing activities.
Cash flows from financing activities
During the three months ended April 30, 2020 and 2019 the Company repaid $5,000 and $Nil of notes payable. Further during the current three months ended April 30, 2020 the Company received related party loans of
$121,654 as compared to $200,258 in the prior comparative three months ended April 30, 2019.
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.
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 condensed 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, 2020. Refer to Note 2 to our unaudited condensed consolidated financial statements contained herein.
Recently issued accounting pronouncements
The Company has reviewed all 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.