Attached files
| file | filename |
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| EX-32.2 - CERTIFICATION - ECO SCIENCE SOLUTIONS, INC. | ex322.htm |
| EX-32.1 - CERTIFICATION - ECO SCIENCE SOLUTIONS, INC. | ex321.htm |
| EX-31.2 - CERTIFICATION - ECO SCIENCE SOLUTIONS, INC. | ex312.htm |
| EX-31.1 - CERTIFICATION - ECO SCIENCE SOLUTIONS, INC. | ex311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
(Mark One)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2016
[ ]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
(Exact name of registrant as specified in its charter)
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Nevada
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46-4199032
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1135 Makawao Avenue, Suite 103-188
Makawao, Hawaii 96768
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96768
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(Address of principal executive offices)
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(Zip Code)
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(800) 379-0226
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| Registrant's telephone number | |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Yes
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[ ]
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No
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[X]
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
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Yes
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[ ]
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No
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[X]
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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.
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Yes
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[X]
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No
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[ ]
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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).
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Yes
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[X]
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No
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[ ]
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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[ ]
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[X]
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes
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[ ]
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No
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[ X]
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The aggregate market value of Common Stock held by non-affiliates of the Registrant as of July 31, 2015 was $2,572,356 based on a closing price of $0.26 for the Common Stock on July 31, 2015, the closest available date to last business day of the Registrant’s most recently completed second fiscal quarter. For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.
Indicate the number of shares outstanding of each of the registrant’s
classes of common stock as of the latest practicable date.
30,498,233 Common Shares issued and outstanding as of June 17, 2016
DOCUMENTS INCORPORATED BY REFERENCE: None
2
Explanatory Note
This Amendment No. 2 on Form 10-K/A (this “Amendment”) of Eco Science Solutions, Inc. for the fiscal year ended January 31, 2016 is being submitted solely to file Exhibits 101 to the Form 10-K in accordance with Rule 405 of Regulation S–T.
This Amendment speaks as of the filing date of the Form 10-K/A Amendment No. 1 (the "Filing date"), does not reflect events that may have occurred subsequent to the Filing Date, and does not modify or update in any way disclosures made in the Form 10-K/A Amendment No. 1 filed as of June 20, 2016.
3
PART IV
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ITEM 15.
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EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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Exhibit Number
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Exhibit Description
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3.1
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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)
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3.2
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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)
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3.3
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Bylaws of Pristine Solutions Inc. (incorporated by reference to the Registrant’s registration statement on Form S-1 filed on May 4, 2010)
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3.4
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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)
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3.5
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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)
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3.6
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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)
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3.7
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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)
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3.8
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Designation of Series A Voting Preferred shares filed with the Nevada Secretary of State on January 12, 2016
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10.1
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Employment Agreement between the Company and Mike Borkowski dated November 1, 2015
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10.2
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December 21, 2015 employment agreement between the Company and Jeffery Taylor
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10.3
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December 21, 2015 employment agreement between the Company and Don Lee Taylor
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10.4
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Technology licensing and marketing support agreement between Separation Degrees – One, Inc. (“SDOI”) and the Company dated January 1, 2016
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10.5
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Asset purchase agreement between the Company and Separation Degrees – One, Inc. (“SDOI”) dated January 4, 2016
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10.6
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Amendment No. 1 to the Technology licensing and marketing support agreement between Separation Degrees – One, Inc. (“SDOI”)
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16.1
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Letter of Seale & Beers, CPAs, dated March 8, 2016, addressed to the United States Securities and Exchange Commission
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23.1
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Consent of Independent Registered Accounting Firm
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(31)
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Rule 13a-14(a)/15d-14(a) Certifications
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31.1*
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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
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31.2*
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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
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(32)
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Section 1350 Certifications
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32.1*
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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
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32.2*
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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
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(101)
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Interactive Data Files
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101.INS*
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XBRL Instance Document
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101.SCH*
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XBRL Taxonomy Extension Schema Document
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB*
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document
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*Filed herewith
4
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.
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ECO SCIENCE SOLUTIONS, INC.
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Dated: June 22, 2016
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/s/ Jeffery Taylor
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Jeffery Taylor
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President, Chief Executive Officer, Secretary and Director
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Dated: June 22, 2016
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/s/ Don Lee Taylor
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Don Lee Taylor
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Chief Financial Officer, Treasurer and Director
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In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Dated: June 22, 2016
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/s/ Jeffery Taylor
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Jeffery Taylor
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President, Chief Executive Officer, Secretary and Director
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Dated: June 22, 2016
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/s/ Don Lee Taylor
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Don Lee Taylor
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Chief Financial Officer, Treasurer and Director
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5