Quarterly Report for Quarter Ending October 31, 2024 (Form 10-Q)

essi_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2024
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________ to __________

000-54803

(Commission File Number)

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.)
300 S. El Camino Real #206 San Clemente, CA		92672
(Address of principal executive offices)		(Zip Code)

(833) 464-3726

(Registrant's telephone number, including area code)

______________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ 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	☐	Smaller reporting company	☒
		Emerging growth company	☐

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 ☒

As of December 10, 2024, there were 52,957,572 shares of the registrant's common stock outstanding.

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		11
Item 4.	Controls and Procedures		11
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		12
Item 1A.	Risk Factors		14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		14
Item 3.	Defaults Upon Senior Securities		14
Item 4.	Mine Safety Disclosures		14
Item 5.	Other Information		14
Item 6.	Exhibits		15
	SIGNATURES		16

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Table of Contents

PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ECO SCIENCE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

		Page
Unaudited Condensed Consolidated Balance Sheets		F-1
Unaudited Condensed Consolidated Statements of Operations		F-2
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)		F-3
Unaudited Condensed Consolidated Statements of Cash Flows		F-4
Notes to Unaudited Condensed Consolidated Financial Statements		F-5

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ECO SCIENCE SOLUTIONS, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

		October 31, 2024			January 31, 2024
ASSETS
Current assets
Cash		$	4,100			$	2,106
Total current assets			4,100				2,106
Intangible asset			100,000				100,000
TOTAL ASSETS		$	104,100			$	102,106
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses		$	4,562,324			$	4,196,092
Related party payables			3,355,785				3,118,025
Notes payable, short-term, related party			3,849,263				3,632,242
Notes payable			2,960,118				2,960,118
Convertible note, net			1,656,213				1,656,213
Total current liabilities			16,383,703				15,562,690
Total liabilities			16,383,703				15,562,690
Stockholders' deficit
Preferred stock, $0.001 par, 50,000,000 shares authorized of which 1,000 shares are designated Series A Voting Preferred, none issued and outstanding			-				-
Common stock, $0.0001 par, 650,000,000 shares authorized, 53,957,572 shares issued and 52,957,572 shares outstanding			5,396				5,396
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			62,166,104				62,166,104
Accumulated deficit			(78,443,603	)			(77,624,584	)
Total stockholders' deficit			(16,279,603	)			(15,460,584	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	104,100			$	102,106

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ECO SCIENCE SOLUTIONS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

		Three Months Ended October 31,			Nine Months Ended October 31,
		2024			2023			2024			2023
Revenue		$	-			$	-			$	-			$	-
Operating expenses:
Legal, accounting and audit fees			28,254				22,500				95,564				108,858
Management and consulting fees			125,500				140,500				377,781				441,833
Research, development, and promotion			86,081				107,603				252,040				321,253
Office supplies and other general expenses			16,157				5,609				36,594				37,087
Total operating expenses			255,992				276,212				761,979				909,031
Net operating loss			(255,992	)			(276,212	)			(761,979	)			(909,031	)
Other income (expenses)
Interest expense			(10,039	)			(9,806	)			(29,209	)			(29,102	)
Interest expense, related parties			(9,280	)			(8,473	)			(27,831	)			(24,460	)
Total other income (expenses)			(19,319	)			(18,279	)			(57,040	)			(53,562	)
Net loss		$	(275,311	)		$	(294,491	)		$	(819,019	)		$	(962,593	)
Net loss per common share - basic and diluted		$	(0.01	)		$	(0.00	)		$	(0.02	)		$	(0.01	)
Weighted average common shares outstanding - basic and diluted			52,957,572				52,957,572				52,957,572				52,957,572

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ECO SCIENCE SOLUTIONS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

		Preferred Stock			Common Stock			Treasury Stock			Additional Paid in			Accumulated
		Shares			Amount			Shares			Amount			Shares			Amount			Capital			Deficit			Total
Balance, January 31, 2024			-			$	-				53,957,572			$	5,396				(1,000,000	)		$	(7,500	)		$	62,166,104			$	(77,624,584	)		$	(15,460,584	)
Net Loss			-				-				-				-				-				-				-				(294,613	)			(294,613	)
Balance, April 30, 2024			-				-				53,957,572				5,396				(1,000,000	)			(7,500	)			62,166,104				(77,919,197	)			(15,755,197	)
Net Loss																															(249,095	)			(249,095	)
Balance, July 31, 2024			-				-				53,957,572				5,396				(1,000,000	)			(7,500	)			62,166,104				(78,168,292	)			(16,004,292	)
Net Loss																															(275,311	)			(275,311	)
Balance, October 31, 2024			-			$	-				53,957,572			$	5,396				(1,000,000	)		$	(7,500	)		$	62,166,104			$	(78,443,603	)		$	(16,279,603	)

		Preferred Stock			Common Stock			Treasury Stock			Additional Paid in			Accumulated
		Shares			Amount			Shares			Amount			Shares			Amount			Capital			Deficit			Total
Balance, January 31, 2023			-			$	-				53,957,572			$	5,396				(1,000,000	)		$	(7,500	)		$	62,166,104			$	(76,382,316	)		$	(14,218,316	)
Net Loss			-				-				-				-				-				-				-				(308,216	)			(308,216	)
Balance, April 30, 2023			-				-				53,957,572				5,396				(1,000,000	)			(7,500	)			62,166,104				(76,690,532	)			(14,526,532	)
Net Loss																															(359,886	)			(359,886	)
Balance, July 31, 2023			-				-				53,957,572				5,396				(1,000,000	)			(7,500	)			62,166,104				(77,050,418	)			(14,886,418	)
Net Loss																															(294,491	)			(294,491	)
Balance, October 31, 2023			-			$	-				53,957,572			$	5,396				(1,000,000	)		$	(7,500	)		$	62,166,104			$	(77,344,909	)		$	(15,180,909	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ECO SCIENCE SOLUTIONS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

		For the Nine Months ended October 31,
		2024			2023
Cash flows from operating activities:
Net loss		$	(819,019	)		$	(962,593	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Prepaid expenses			-				14,000
Increase (decrease) in accounts payable and accrued expenses			366,232				454,945
Increase (decrease) in related party payables			237,760				246,528
Net cash used in operating activities			(215,027	)			(247,120	)
Cash Flows from Investing Activities:
Net cash used in investing activities			-				-
Cash flows from financing activities:
Advances from related party loans			217,021				249,120
Net cash provided by financing activities			217,021				249,120
Net increase (decrease) in cash			1,994				2,000
Cash-beginning of period			2,106				526
Cash-end of period		$	4,100			$	2,526
SUPPLEMENTAL DISCLOSURES
Interest paid		$	-			$	-
Income taxes paid		$	-			$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ECO SCIENCE SOLUTIONS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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.

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. 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.

On January 28, 2021, the Company entered into an Asset Purchase Agreement with Haiku Holdings, LLC, wherein the Company purchased an enterprise software platform, coupling the Company's consumer engagement applications and e-commerce platform to this proprietary enterprise accounting, inventory management, customer relationship management, and overall business operations, of which was developed by Haiku Holdings, LLC. The terms of the Asset Purchase Agreement are such that ESSI shall deliver to the Seller and/or it's assigns an aggregate of 1,500,000 shares of its restricted common stock.

On April 5, 2023, the Company and eXPO Financial Services LLC entered into a Software Acquisition Agreement (the "Software Agreement") whereunder the Company has acquired from eXPO Financial Services all rights, title and interest to a computer program referred to as eXPO (electronic eXchange portal) for a total purchase price of $100,000 payable in installments over an eight-month period commencing April 15, 2023, and paid in full as of January 31, 2024.

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 of October 31, 2024, the Company had a working capital deficit of approximately $16 million and an accumulated deficit of approximately $78 million. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company's ability to continue as a going concern.

The unaudited condensed 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.

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ECO SCIENCE SOLUTIONS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in understanding the Company's consolidated financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the consolidated financial statements. Certain reclassifications have been made to the prior period's consolidated financial statements to conform to the current period's presentation.

Principals of Consolidation

The condensed consolidated financial statements include the accounts of Eco Science Solutions, Inc. and its wholly owned subsidiary, Ga-Du Corporation. All significant intercompany balances and transactions have been eliminated.

Use of Estimates

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

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. During the three months ended April 30, 2023, the Company acquired certain commercial software (ref: Note 3) at a cost of $100,000 which amount has been capitalized. There is no impairment expense for the intangible assets in fiscal year ended January 31, 2024, and in the nine month period ended October 31, 2024. The Company expects to amortize the software over an estimated useful life of 3 years once commercial sales begin.

Revenue Recognition

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.

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ECO SCIENCE SOLUTIONS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition (continued)

$0 has been recognized as revenue in the three- and nine-month periods ended October 31, 2024, and 2023. 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.

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 consists primarily of fees associated with the operational charges related to our Herbo enterprise software. During the three and nine months ended October 31, 2024, and 2023 we did record any sales of our software suite.

Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

Convertible Debt and Beneficial Conversion Features

The Company evaluates embedded conversion features within convertible debt under ASC 815 "Derivatives and Hedging" to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration of any beneficial conversion features.

Stock Settled Debt

In certain instances, the Company will issue convertible notes which contain a provision in which the price of the conversion feature is priced at a fixed discount to the trading price of the Company's common shares as traded in the over-the-counter market. In these instances, the Company records a liability, in addition to the principal amount of the convertible note, as stock-settled debt for the fixed value transferred to the convertible note holder from the fixed discount conversion feature. As of October 31, 2024, and January 31, 2024, $248,432 for the value of the stock settled debt for certain convertible notes is included in the "Convertible note, net" account on the balance sheet. (see Note 6).

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

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ECO SCIENCE SOLUTIONS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Basic and Diluted Net Income (Loss) Per Share (continued)

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. Presently the Company's shares are not listed for trading on an exchange and there is no market price for its common stock.

Income Taxes

The Company follows ASC 740 - Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Recently issued accounting pronouncements

Accounting pronouncements not listed below were assessed and determined to be not applicable or are expected to have minimal impact on the Company's Consolidated Financial Statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under current GAAP. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. ASU 2016-02 is effective for fiscal years beginning after December 15, 2021, using a modified retrospective approach and early adoption is permitted. The Company adopted ASU 2016-02 on February 1, 2022. The Company had no active leases at the time of adoption. The Company completed its assessment and concluded this update had no material impact on its consolidated financial statements and related disclosures.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. The amendments are effective for fiscal years beginning after December 15, 2019. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies for fiscal years beginning after December 15, 2022. We adopted ASU 2016-13 on February 1, 2023 and it did not have a material impact on our consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity, and also improves and amends the related earnings per share guidance for both Subtopics. The ASU will be effective for smaller reporting companies for annual reporting periods beginning after December 15, 2023 and interim periods within those annual periods and early adoption is permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements.

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ECO SCIENCE SOLUTIONS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently issued accounting pronouncements (continued)

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses that are regularly provided to the chief operating decision maker ("CODM"), a description of other segment items by reportable segment, and an explanation of any additional measures the CODM uses in deciding how to allocate resources. The new guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The guidance is to be applied on a retrospective basis, with such disclosures to be made in regard to all prior periods presented in the financial statements. The Company completed its assessment and concluded this update had no material impact on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 470): Improvements to Income Tax Disclosures, which are designed to increase the transparency and decision-usefulness of income tax disclosures for financial statement users. The ASU follows investors indication and request for enhanced tax disclosures in order to better assess an entity's operations, related tax risks, jurisdictional tax exposures, and increase transparency regarding tax information through improvements to tax disclosures, specifically rate reconciliation, income taxes paid, and unrecognized tax benefits and certain temporary differences. The new guidance is effective for fiscal years beginning after December 15, 2024 and interim periods within fiscal years beginning after December 15, 2025, and early adoption is permitted. The guidance is to be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.

NOTE 3 - INTANGIBLE ASSETS

On April 5, 2023, the Company and eXPO Financial Services LLC entered into a Software Acquisition Agreement (the "Software Agreement") where under the Company has acquired from eXPO Financial Services all rights, title and interest to a computer program referred to as eXPO (electronic eXchange portal) for a total purchase price of $100,000 payable in installments over an eight-month period commencing April 15, 2023. A total of $14,000 reflected on the Company's balance sheets at January 31, 2023 as prepaid deposits was immediately applied to the purchase price under the Software Agreement leaving a balance of $86,000 payable in installments over the eight-month term, which amount was paid in full as of January 31, 2024. The Company capitalized the software as of the date of the agreement as intangible assets and expects to amortize the software over an estimated useful life of 3 years once commercial sales begin.

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at October 31, 2024 and January 31, 2024 consist of the following:

		October 31, 2024			January 31, 2024
Accounts payable		$	4,318,067			$	4,004,044
Interest payable			208,257				179,048
Accrued other expenses			36,000				13,000
		$	4,562,324			$	4,196,092

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ECO SCIENCE SOLUTIONS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 5: NOTES PAYABLE

Notes payable consists of the following loans:

		October 31, 2024			January 31, 2024
Note 1 in fiscal year 2017 each due in three months from issuance date		$	14,930			$	14,930
Note 2 in fiscal year 2017 due in three months from issuance date			50,000				50,000
Note 3 in fiscal year 2017, 2018 and 2019, each due in twelve months from issuance date			2,225,500				2,225,500
Note 4 in fiscal year 2017, each due in nine months from issuance date			305,266				305,266
Note 5 in fiscal year 2019 due in nine months from issuance date			14,422				14,422
Note 6 in fiscal year 2021 due in 3 years from issuance date			350,000				350,000
Total		$	2,960,118			$	2,960,118

Interest expenses for above notes recorded in the three and nine months ended October 31, 2024 and 2023 is as follows:

		Three Months Ended October 31,			Nine Months Ended October 31,
		2024			2023			2024			2023
Interest expenses		$	6,210			$	6,209			$	18,494			$	18,426

Note 1:

During the fiscal year ended January 31, 2017, the Company received an accumulated amount of $14,930 from a third party. The notes bear interest at a rate of 1% per annum, and each note was due three months from issue date. As of October 31, 2024, the notes remain unpaid and are in default.

Interest expenses recorded in three and nine months ended October 31, 2024 and 2023 is as follows:

		Three Months Ended October 31,			Nine Months Ended October 31,
		2024			2023			2024			2023
Interest expenses		$	38			$	38			$	112			$	112

		October 31, 2024			January 31, 2024
Interest payable		$	1,264			$	1,152
Note payable		$	14,930			$	14,930

Note 2:

During the fiscal year ended January 31, 2017, the Company received an amount of $50,000 from a third party. The note bears interest at a rate of 1% per annum and was due three months from issue date. As of October 31, 2024, the note remains unpaid and is in default.

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ECO SCIENCE SOLUTIONS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 5: NOTES PAYABLE (continued)

Note 2: (continued)

Interest expenses recorded in the three and nine months ended October 31, 2024, and 2023 is as follows:

		Three Months Ended October 31,			Nine Months Ended October 31,
		2024			2023			2024			2023
Interest expenses		$	126			$	126			$	375			$	374

		October 31, 2024			January 31, 2024
Interest payable		$	4,003			$	3,628
Note payable		$	50,000			$	50,000

Note 3:

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

On March 28, 2018, this third party purchased an additional $250,000 in notes from Rountree Consulting, a company controlled by our CEO, Mr. Michael Rountree. The purchased notes bear interest at a rate of 1% per annum beginning on June 27, 2018, and were payable within thirty days' notice of the Maturity Date.

During the fiscal years ended January 31, 2021 and 2020, the Company made cash payments of $5,000 and $7,500, respectively to the notes.

On December 8, 2020, the Company cancelled One Million Five Hundred Thousand Dollars ($1,500,000) of debt owing on these notes under an order in the action captioned In re Eco Science Solutions, Inc. Shareholder Derivative Litigation Lead Civil No. 1:17-cv-00530-LEW. (Ref Note 13(1) - Contingencies).

On January 31, 2021, the Company and Note holder entered into a consolidation of the principal sums of prior notes ("Consolidated Note') entered into between the dates of January 1, 2017, and January 31, 2021. This Consolidated Note is non-interest bearing and pursuant to a court order in the action captioned In re Eco Science Solutions, Inc. Shareholder Derivative Litigation Lead Civil No. 1:17-cv-00530-LEW no interest accrued on any prior notes shall be payable to the note holder. The term of this Consolidated Note was one year, and one day, and due on February 1, 2022. However, no payments shall be made toward this Note without approval from the Board of Directors. The Consolidated Note is currently in default.

		October 31, 2024			January 31, 2024
Note payable		$	2,225,500			$	2,225,500

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Table of Contents

ECO SCIENCE SOLUTIONS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 5: NOTES PAYABLE (continued)

Note 4:

During the year ended January 31, 2019, the Company received $305,266 in total proceeds from a third party. The associated notes bear interest at a rate of 1% per annum and were each due nine months from issue date. The notes remain unpaid and are in default.

Interest expenses recorded in the three and nine months ended October 31, 2024 and 2023 is as follows:

		Three Months Ended October 31,			Nine Months Ended October 31,
		2024			2023			2024			2023
Interest expenses		$	717			$	716			$	2,134			$	2,126

		October 31, 2024			January 31, 2024
Interest payable		$	17,819			$	15,685
Note payable		$	305,266			$	305,266

Note 5:

On September 12, 2018, the Company received $14,422 from a third party. The note bears interest at a rate of 1% per annum and was due nine months from issue date. The note remains unpaid and is in default.

Interest expenses recorded in the three and nine months ended October 31, 2024, and 2023 is as follows:

		Three Months Ended October 31,			Nine Months Ended October 31,
		2024			2023			2024			2023
Interest expenses		$	36			$	36			$	108			$	108

		October 31, 2024			January 31, 2024
Interest payable		$	885			$	777
Note payable		$	14,422			$	14,422

Note 6:

On December 8, 2020, the Company entered into a Promissory Note in the amount of $350,000 with Robbins LLP, pursuant to the Order and Judgment in the settlement of a lawsuit entitled In re Eco Science Solutions, Inc. Shareholder Derivative Litigation Lead Civil No. 1:17-cv-00530-LEW-WRP (D. Haw.). The note bears interest at a rate of 6% per annum, and is due three (3) years from issue date. The note remains unpaid and is in default.

Interest expenses recorded in the three and nine months ended October 31, 2024, and 2023 is as follows:

		Three Months Ended October 31,			Nine Months Ended October 31,
		2024			2023			2024			2023
Interest expenses		$	5,293			$	5,293			$	15,764			$	15,706

		October 31, 2024			January 31, 2024
Interest payable		$	81,871			$	66,107
Note payable		$	350,000			$	350,000

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Table of Contents

ECO SCIENCE SOLUTIONS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 6: CONVERTIBLE NOTE PAYABLE

During October 2017, 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. On November 1, 2018, the Maturity Date, the Lender had the option to:

(a)	Convert the $1,407,781 Debt, plus accrued interest, into shares of Eco Science Solutions, Inc. Common Stock, at the rate of 15% discount to the closing price on the day of lender's conversion request, per share; or

(b)	Lender may demand full payment of $1,407,781 or any unpaid balance of the original debt, plus accrued interest from the Company.

The note has a conversion feature with a fixed discount to the trading price of the underlying common stock and therefore, the potential for the convertible note to become stock settled debt. The note allows the holder to convert the debt to shares of common stock at a 15% discount to the closing price of the Company's common stock at the lender's request. Therefore, upon review of the applicable guidance contained in ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, given that the note has a principal balance of $1,407,781, the holder will always be able to convert the note into $1,656,213 of principal. The debt discount determined as of the date of the note of $248,432 was amortized over the one-year term of the convertible note payable.

As at the date of this report, the Lender has not made a demand for payment and the note is in default.

At each of October 31, 2024 and January 31, 2024, convertible notes payable consisted of the following:

		October 31, 2024			January 31, 2024
Principal amount		$	1,407,781			$	1,407,781
Liability on stock settled debt			248,432				248,432
Convertible notes payable, net		$	1,656,213			$	1,656,213

Interest expenses recorded in the three and nine months ended October 31, 2024, and 2023 is as follows:

		Three Months Ended October 31,			Nine Months Ended October 31,
		2024			2023			2024			2023
Interest expenses		$	3,598			$	3,597			$	10,715			$	10,676

		October 31, 2024			January 31, 2024
Interest payable		$	99,992			$	89,277

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Table of Contents

ECO SCIENCE SOLUTIONS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 7: RELATED PARTY TRANSACTIONS

As of October 31, 2024, and January 31, 2024, related parties and former related parties are due a total of $7,205,048 and $6,750,267, respectively:

		October 31, 2024			January 31, 2023
Related party payables (1)(2)(3)(4)(5)(6)		$	3,355,785			$	3,118,025
Notes payable (1)(3)(4)			3,849,263				3,632,242
Total related party transactions		$	7,205,048			$	6,750,267

Services provided from related parties and former related parties:

		Three Months Ended October 31,			Nine Months Ended October 31,
		2024			2023			2024			2023
Mr. Jeffery Taylor (1)(a)		$	-			$	-			$	-			$	9,584
Mr. Don Lee Taylor (1)(a)			-				-				-				8,750
Mr. Michael Rountree (3)(a)			62,500				62,500				187,500				187,500
		$	62,500			$	62,500			$	187,500			$	205,834

Interest expenses due to related parties and former related parties:

		Three Months Ended October 31,			Nine Months Ended October 31,
		2024			2023			2024			2023
Mr. Don Lee Taylor (1)(b)		$	33			$	33			$	98			$	98
Mr. Michael Rountree (3)(b)			9,051				8,012				26,457				23,091
Mr. Lewis (4)			429				428				1,277				1,271
		$	9,513			$	8,473			$	27,832			$	24,460

(1)

Effective December 17, 2015, Mr. Jeffery Taylor was appointed to serve as Chief Executive Officer and President of the Company and Mr. Don Lee Taylor was appointed to serve as Chief Financial Officer of the Company. On January 11, 2016, Mr. Jeffery Taylor was appointed Secretary and to the Board of Directors and Mr. Don Taylor was appointed to the Board of Directors. On December 8, 2020, Jeffery Taylor resigned his position as Chairman of the Board, Don Taylor resigned his positions as CFO and a Member of the Board of Directors and accepted a role as Director of Festivals. On January 28, 2021, the Board of Directors accepted the resignation of Jeffery Taylor as Chief Executive Officer, effective as of January 31, 2021. On January 17, 2023, the Company accepted the resignation of Mr. Don Taylor as Director of Festivals and Mr. Jeffery Taylor as Director, President and Secretary. Concurrent with the resignations of Mr. Jeffery Taylor and Mr. Don Taylor the Company agreed to accrue fees under their respective employment agreements through the end of February 2023, after which the Company incurred no further expense.

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Table of Contents

ECO SCIENCE SOLUTIONS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 7: RELATED PARTY TRANSACTIONS (continued)

(a) Employment agreements with Mr. Jeffery Taylor and Mr. Don Lee Taylor

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, 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 instalments 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. The contracts were formally terminated with an effective date of February 28, 2023, for each of Mr. Don and Mr. Jeffery Taylor.

During the nine Months ended October 31, 2024, the company didn't make any cash payments to both. During the fiscal years ended January 31, 2024, and 2023, the Company paid $15,000 and $90,000, respectively, to Mr. Jeffery Taylor and $0 and $56,000, respectively, to Mr. Don Lee Taylor. As at October 31, 2024, there was a total of $44,721 owing to Mr. Jeffery Taylor (January 31, 2024 - $44,721) and $426,450 to Mr. Don Lee Taylor (January 31, 2024 - $426,450), respectively, in accrued and unpaid salary under the terms of their employment agreements.

(b) Note payable

On February 17, 2016, the Company issued promissory notes to Mr. Jeffery Taylor, CEO, in the amount of $17,500 and to Mr. Don Lee Taylor, CFO, in the amount of $17,500, respectively. The notes bear interest at a rate of 1% per annum, maturing on August 17, 2016. During the fiscal year ended January 31, 2017, the Company repaid $2,500 to Mr. Jeffery Taylor and $2,500 to Mr. Don Lee Taylor. During the fiscal year ended January 31, 2019, the Company repaid $5,000 to Mr. Jeffery Taylor and $2,000 to Mr. Don Lee Taylor. During the fiscal year ended January 31, 2020, the Company repaid $10,000 to Mr. Jeffery Taylor and $0 to Mr. Don Lee Taylor. As at October 31, 2024 and January 31, 2024, there was a total of $0 owing to Mr. Jeffery Taylor, and $13,000 to Mr. Don Lee Taylor.

(2a)	For the three and nine Months ended October 31, 2024, and 2023, the Company was invoiced a total of $0 as consulting services by Ms. Jennifer Taylor, sister of certain of the Company's former officers and directors. As of October 31, 2024 and January 31, 2024, there was a total of $166,000 in accrued and unpaid consulting fees.
(2b)	For the three and nine Months ended October 31, 2024, and 2023, the Company was invoiced a total of $0 as consulting services included in research and development by Ms. Meredith Rountree, sister of the Company's Chief Executive Officer. As of October 31, 2024 and January 31, 2024, there was a total of $161,250 in accrued and unpaid consulting fees.
(3)	(a) Employment agreement/Executive Employment Agreement with Michael Rountree
	On June 21, 2017, the Company entered into an employment agreement with Michael Rountree whereby Mr. Rountree agreed to serve as the Company's Chief Operating Officer for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Rountree was to receive a base salary at an annual rate of $120,000. The Board shall review the Base Salary on an annual basis and may, but is not required to, make upward adjustments from time to time. On December 8, 2020, Michael Rountree was appointed interim CFO and Treasurer.

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Table of Contents

ECO SCIENCE SOLUTIONS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 7: RELATED PARTY TRANSACTIONS (continued)

On January 28, 2021, as amended March 1, 2021, the Company entered into an Executive Employment Agreement ("Agreement"), effective January 31, 2021, with Michael Rountree, the Company's current Chief Operating Officer. Michael will serve as the Chief Executive Officer, as well as the Chief Financial Officer. The term of the Agreement is for three years. Mr. Rountree shall be entitled to the amount of $250,000 per year (the "Base Salary"), which amount shall accrue, until such time as the Company has sufficient resources to remit regular payments. The Agreement provides for certain additional terms and conditions based upon the Company achieving certain financial thresholds. The Executive's base salary may not be decreased during the Employment Term other than as part of an across-the-board salary reduction that applies in the same manner to all senior executives of the Company, or if the duties of the Executive are materially changed.

We recorded $62,500 as fees in each quarter ended October 31, 2024, and 2023 under the terms of this agreement, all of which remains unpaid. As at October 31, 2024 there was a total of $1,377,500 (January 31, 2024 - $1,190,000) in accrued and unpaid salary under the terms of the employment agreement.

In addition, during the Nine Months ended October 31, 2024, Mr. Rountree funded a total accumulated amount of $15,862 for the Company's expenses. As of October 31, 2024, Mr. Rountree was owed total expenses of $310,609 (January 31, 2024 - $294,474).

(b) Note payable with Rountree Consulting, a company controlled by Mr. Rountree

During the year ended January 31, 2019, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $379,319.

During the fiscal year ended January 31, 2020, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $805,901.

During the fiscal year ended January 31, 2021, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $395,325. On January 28, 2021, the Company entered into a Debt Settlement and Share Purchase Agreement with Rountree Consulting, Inc., owned by The Rountree Trust, wherein Rountree Consulting, Inc. a was issued 500,000 unregistered, restricted shares of the Company's common stock at a price of US $0.50 per share in settlement of a portion, in the amount of $250,000 of the total debt owed to Rountree Consulting, Inc. by the Company.

During the fiscal year ended January 31, 2022, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $1,033,131.

During the fiscal year ended January 31, 2023, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $694,874.

During the fiscal year ended January 31, 2024, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $460,263.

During the nine Months ended October 31, 2024, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $217,021.

These notes bear interest at a rate of 1% per annum, each is due nine months from issue date. Several of the aforementioned notes are currently in default.

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Table of Contents

ECO SCIENCE SOLUTIONS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 7: RELATED PARTY TRANSACTIONS (continued)

(4)	(a) Employment agreement with L. John Lewis On June 21, 2017, Ga-Du entered into an employment agreement with L. John Lewis whereby Mr. Lewis accepted employment as Chief Executive Officer of Ga-Du for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Lewis has a base salary at an annual rate of $120,000. The employment agreement was not renewed on expiry. As of October 31, 2024 there was a total of $240,000 in accrued and unpaid salary under the terms of the employment agreement (January 31, 2024 - $240,000).
	(b) Note payable

During the three months ended April 30, 2018, Mr. Lewis paid $175,000 to third parties on behalf of the Company which amount was recorded in Accounts payable - related parties.

On October 31, 2018, the Company issued promissory notes to Mr. Lewis to convert the payable amount to a note payable in the amount of $170,000. The notes bear interest at a rate of 1% per annum, each was due nine months from the issue date and all notes are currently in default.

(5)	On June 21, 2017, Ga-Du Corporation, a wholly owned subsidiary of Eco Science Solutions Inc. entered into an employment agreement with S. Randall Oveson whereby Mr. Oveson accepted employment as Chief Operating Officer of Ga-Du for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Oveson was to receive a base salary at an annual rate of $120,000. The employment agreement was not renewed on expiry. As at October 31, 2024 and January 31, 2024 there was a total of $240,000 in accrued and unpaid salary under the terms of the employment agreement.
(6)	On June 21, 2017, Ga-Du entered into a consulting agreement with Andy Tucker, whereby Mr. Tucker will provide services to the Cannabis industry under development by the Company, as well as act as an advisor to various State regulators concerning the Cannabis industry for two years unless terminated earlier in accordance with the agreement. During the period of the agreement, Mr. Tucker was to receive a base salary at an annual rate of $120,000. The employment agreement was not renewed on expiry. As at October 31, 2024 and January 31, 2024 there was a total of $240,000 in accrued and unpaid salary under the terms of the employment agreement. Mr. Tucker holds approximately 10.29% of the Company's issued and outstanding shares.
(7)	On January 28, 2021, the Company entered into an Indemnification Agreement with each of Michael Rountree, A. Carl Mudd and S. Randall Oveson where under the Company will indemnify each of the aforementioned parties in their respective positions as officers and/or directors, to the fullest extent permitted by applicable law, so that they will serve, and continue to serve, the Company free from undue concern that they will not be so indemnified.

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Table of Contents

ECO SCIENCE SOLUTIONS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 8: CAPITAL STOCK

Common Stock

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

As of October 31, 2024 and January 31, 2024, there were 53,957,572 shares issued including 1,000,000 shares of treasury stock, and 52,957,572 shares outstanding.

Preferred Shares

The total number of authorized shares of preferred stock that may be issued by the Company is 50,000,000 shares with a par value of $0.001.

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 October 31, 2024, and January 31, 2024, no Series A Voting Preferred Shares were issued.

NOTE 9: COMMITMENTS

(a)

On July 21, 2017, we entered into a Sublease commencing August 1, 2017, and terminating the earlier of (a) March 31, 2020, or (b) the date the sublease is terminated by sub landlord upon the occurrence of an event of default, the sublease covered a total of 6,120 square feet of office space. Monthly base rent for the period September 1, 2017 to October 31, 2018 was $14,535, and the first month of rent was free of charge. In the second year the monthly base rent increased to $15,173. In the third year the monthly base rent increased to $15,810. The Company remitted a security deposit in the amount of $15,810 in respect of this sublease. The Company passed on recording the deferred rent relative to the one free month of rent contained within the lease as it was determined to be immaterial. During the period ended April 30, 2018, the Company accrued rent in respect to this sublease for the months of March and April 2018 including applicable operating costs. Subsequent to October 31, 2018, the Company abandoned the space without payment or further accruals, and the lease was effectively terminated. After deduction of the Security deposit, a balance of $21,051 remains due and payable at October 31 ,2024 and January 31, 2024.

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Table of Contents

ECO SCIENCE SOLUTIONS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 9: COMMITMENTS (continued)

(b)

The Company has entered into verbal agreements with Take2L, an arm's length third party, to develop and service our current technology platform in consideration for certain fees as invoiced monthly. On September 1, 2018, Take2L invoiced $350,000 to the Company in respect of the ongoing development of software to support our platform. As of January 31, 2023, Take2L had invoiced the Company a cumulative total of $1,328,810, including the original $350,000, of which at January 31, 2023 the Company had paid a total of $327,500 towards the outstanding balance payable. In each of the fiscal years ended January 31, 2024, and 2023 the Company paid $0 and $117,500. There were no payments made in the three or nine months ended October 31, 2024 and 2023. As at October 31, 2024 and January 31, 2024 an amount of $1,001,310 remained due and payable to Take 2L in respect to invoices issued for services rendered. The Company has been unable to settle these invoices as they have come due. Take 2L has had a long working relationship with our Chief Operating Officer, Mr. Rountree, with regard to other businesses; Take 2L has no relationship with the Company other than as a provider of services to the Company and does not hold any shares in the Company. Take 2L has continued to provide the Company with essential services during the shortfall in funds to meet operational overhead as it comes due and it is expected these accounts will be settled in full as soon as resources become available.

(c)

As a result of an Order and Final Judgment signed by the Honorable Leslie Kobayashi and filed with the United States District Court for the District of Hawaii on December 3, 2020 with respect to the action captioned In re Eco Science Solutions, Inc. Shareholder Derivative Litigation Lead Civil No. 1:17-cv-00530-LEW-WRP (D. Haw.), the Company and Plaintiffs undertook certain actions including the cancelation of certain shareholdings by various parties, the cancelation of certain debt by certain Plaintiffs, the settlement of certain legal fees by way of issuance of shares of common stock, the reconstitution of the board and the appointment of an Ombudsman, for the Company for a term of four (4) years from the settlement date. Among other commitments, the Company agreed as resources are available to implement certain Governance Reforms in two phases, including but not limited to the following:

	-	Appointment of two new independent directors to the Company's board of directors
	-	Appointment of an Ombudsman
	-	Binding of Directors' and Officers' Insurance
	-	Creation of a Board level governance committee
	-	Adoption of written corporate guidelines and a code of ethics
	-	Creation of an audit committee
	-	Creation of an investor relations officer
	-	Retention of In-house Counsel
	-	Appointment of several additional positions including a CAO and enhancement of Board independence;
	-	Implementation of additional policies and practices.

Further, the Company undertook to dedicate not less than 15% of such revenue, debt raised, or equity infused (regardless of source, but apart from and in addition to any personal contributions toward Company operations made by current officers, directors and employees) toward achieving the agreed-upon objectives and implementation and maintenance of the Governance Reforms. Upon attainment of $10,000,000 in cash collected from revenue, debt, or equity, the Company shall dedicate a minimum of 18% of such revenue, debt raised, or equity infused (apart from and in addition to any personal contributions toward Company operations made by current officers, directors and employees). These minimum contributions may be adjusted upward as deemed necessary and appropriate by the Ombudsman.

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ECO SCIENCE SOLUTIONS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 9: COMMITMENTS (continued)

(d)

On December 23, 2020, the Company entered into a Board Advisory Agreement by which Mr. Carl Mudd agreed to serve as the Chairman of the Board of Directors of the Company (the "Board") and as Ombudsman for the Company pursuant to both Rule 53 of the Federal Rules of Civil Procedure, and to the Order and Judgment in the settlement of a lawsuit entitled In re Eco Science Solutions, Inc. Shareholder Derivative Litigation Lead Civil No. 1:17-cv-00530-LEW-WRP (D. Haw.) (the "Stipulation of Order"). As consideration for his service, in addition to receiving two million five hundred thousand (2,500,000) restricted shares of the Company's common stock, he will receive an advisory fee of Ten Thousand Dollars ($10,000) per month, commencing December 24, 2020. Half of the monthly advisory fee ($5,000) must be paid to Mr. Mudd, while the other half of the advisory fee may be accrued on a monthly basis until the Company has closed a bona fide third-party debt and/or equity financing of at least eight hundred thousand dollars ($800,000). As of October 31, 2024 Mr. Mudd was owed $460,000 (January 31, 2024 - $370,000).

The term of this Agreement is four (4) years or as set forth in the Stipulation of Order. This Agreement may be terminated by either party upon thirty (30) days' notice for material breach. If the caveat emptor symbol affixed to the Company is not removed by the OTC Marketplace by February 28, 2021, that shall constitute a material breach under this Section. In addition, this Agreement shall terminate in the event of the resignation of Advisor from the Board.

NOTE 10: 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.

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Table of Contents

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. (The "Company" or "Eco Science"). The Company's principal executive office is located at 300 S. El Camino Real #206 San Clemente, CA 92672. The Company's telephone number is 833-GoHerbo (833 464-3726). The Company's website is www.useherbo.com.

The Company intends to continue developing and operating as a technology solutions provider servicing businesses that have complex financial accounting, inventory management, and sales tracking in both regulated and non-regulated verticals. We have developed and launched our cloud-based ERP platform ("Herbo") and financial services platform ("HerboPay") to support the unique end-to-end business requirements of regulated, cash-intensive industries that include, but are not limited to: cannabis, gaming, firearms and ammunition; and non-regulated, but highly complex industries such as oil and gas. We continue to identify and prioritize multi-billion vertical industries that are fractionalized and have an operational need to leverage technology solutions such as Herbo to bring visibility, traceability and viability to their business operations.

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We will continue to enhance our enterprise initiatives focused on developing technologies that build upon our existing, proprietary financial accounting platform, coupled with data analytics, to help businesses to be more effective in their abilities to connect, market, and transact to businesses and sell directly to consumers.

Eco Science Solutions, Inc. is currently pursuing business opportunities in farming, extraction, manufacturing and distribution in both the cannabis and CBD hemp industries. We seek to provide a 360-degree ecosystem that connects B2B (business-to-business), B2C (business-to-consumer) and B2G (business-to-government) segments together through technology offerings that include: business location directory, localized digital communications between consumers and business operators, social networking, e-commerce connected inventory management / selection, payment facilitation and cash management. This unique end-to-end offering enables traditional B2B manufacturers with opportunities to directly engage and sell to consumers seamlessly and efficiently.

Eco Science Solutions, Inc. is not in the business of growing, manufacturing, or distributing cannabis.

The Company's common stock symbol "ESSI" was revoked on October 6, 2022, due to delinquent SEC filings. The Company is in the process of filing a Form 15c2-11 in order to allow its stock to resume trading on the OTCMarkets site as soon as practicable; the Company will request the symbol ESSI.

We currently have no revenue and are actively seeking users of our software; Mr. Rountree is pursuing opportunities with state legislature in states where cannabis is legal. Additionally, Mr. Rountree is actively searching out businesses that would benefit from using the Herbo ERP and HerboPay financial software.

Results of Operations

Overview of Current Operations

Three months ended October 31, 2024 and 2023

		For the Three Months Ended October 31,
		2024			2023
Revenue		$	-			$	-
Operating Expenses
Cost of revenue
Depreciation
Legal, accounting and audit fees			28,254				22,500
Management and consulting fees			125,500				140,500
Research, development, and promotion			86,081				107,603
Office supplies and other general expenses			16,157				5,609
Total operating expenses			255,992				276,212
Net operating loss			(255,992	)			(276,212	)
Other income (expenses)
Interest income
Interest expense			(10,039	)			(9,806	)
Interest expense, related parties			(9,280	)			(8,473	)
Total other income (expenses)			(19,319	)			(18,279	)
Net loss		$	(275,311	)		$	(294,491	)

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During each of the three months ended October 31, 2024 and 2023, the Company has generated $0 in total revenue.

During the three months ended October 31, 2024, and 2023, the Company incurred total operating expenses of $255,992 and $276,212 respectively. During the three months ended October 31, 2024, management and consulting fees reflected a decrease from $140,500 (2023) to $125,500 (2024) due to a reduction in consulting fees related to investor relations. Amounts incurred for accounting, audit and legal fees had a small increase period over period and totaled $28,254 (2024) and $22,500 (2023), respectively. During the three months ended October 31, 2024 and 2023 research and development fees incurred were $86,081 and $107,603 respectively as the Company continued to conclude upgrades to its software suite. Fees declined over the comparative periods as a result of completion of certain stages of development and the concurrent reduction to required man hours allocated to research and development in the current three-month period ended October 31, 2024. Other operating and general and administrative expenses increased period over period from $5,609 in the three months ended October 31, 2023, to $16,157 for the three months ended October 31, 2024, mainly due to an increase in computer and internet and travel expenses.

The Company recorded cumulative interest expenses of $19,319 and $18,279 in respect of certain convertible notes and other loan agreements, respectively during the three months ended October 31, 2024, and 2023.

The net loss for the three months ended October 31, 2024 was $275,311, as compared to $294,491 in the three months ended October 31, 2023.

Nine months ended October 31, 2024 and 2023

		For the Nine Months Ended October 31,
		2024			2023
Revenue		$	-			$	-
Operating Expenses
Cost of revenue
Depreciation
Legal, accounting and audit fees			95,564				108,858
Management and consulting fees			377,781				441,833
Research, development, and promotion			252,040				321,253
Office supplies and other general expenses			36,594				37,087
Total operating expenses			761,979				909,031
Net operating loss			(761,979	)			(909,031	)
Other income (expenses)
Interest income
Interest expense			(29,209	)			(29,102	)
Interest expense, related parties			(27,831	)			(24,460	)
Total other income (expenses)			(57,040	)			(53,562	)
Net loss		$	(819,019	)		$	(962,593	)

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During each of the nine months ended October 31, 2024, and 2023, the Company has generated $0 in total revenue.

During the nine months ended October 31, 2024, and 2023, the Company incurred total operating expenses of $761,979 and $909,031 respectively. During the nine months ended October 31, 2024 management and consulting fees reflected a decrease from $441,833 (2023) to $377,781 (2024) mainly due to a reduction in investor relations fees and a reduction in management fees. Amounts incurred for accounting, audit and legal fees decreased period over period and totaled $95,564 (2024) and $108,858 (2023), respectively, with the decrease predominantly relating to a decrease in fees incurred from our independent public registered accounting firm. During the nine months ended October 31, 2024 and 2023 research and development fees incurred were $252,040 and $321,253 respectively as the Company continued to conclude upgrades to its software suite. Fees declined over the comparative periods as a result of completion of certain stages of development and the concurrent reduction to required man hours allocated to research and development in the current nine-month period ended October 31, 2024. Other operating and general and administrative expenses decreased slightly period over period from $37,087 in the nine months ended October 31, 2023 to $36,594 for the nine months ended October 31, 2024.

The Company recorded cumulative interest expenses of $57,040 and $53,562 in respect of certain convertible notes and other loan agreements, respectively during the nine months ended October 31, 2024, and 2023.

The net loss for the nine months ended October 31, 2024 was $819,019, as compared to $962,593 in the nine months ended October 31, 2023.

Currently a significant portion of our total operating expenses are from management and consultant fees. Several costs have been incurred in order to bring our regulatory product to market, including programming of technology, build out of needed infrastructure for customers including sand-boxes, build out of training materials including educational and instructional videos which are housed within our website, generation of marketing materials, as well as efforts to meet, and present, our product before various regulators in various jurisdictions, both foreign and domestic.

Statements of Cash Flows for the Nine Months ended October 31, 2024 and 2023

The Company used net cash in operations of $215,027 and $247,120 respectively during the nine-month periods ended October 31, 2024 and 2023 due to a decrease in accounts payable and accrued expenses from $454,945 (2023) to $366,232 (2024), and a decrease in related party payables from $246,528 (2023) to $237,760 (2024). The Company received cash from financing activities of $217,021 (2024) and $249,120 (2023), as a result of proceeds from related party loans.

Plan of Operation

The Company changed the focus of its business at the close of fiscal 2016 to operate in the eco-friendly technology sector using social media sites and offering apps to generate advertising revenues and download fees, and to development certain enterprise software for the cannabis industry. During fiscal 2017 the Company laid the groundwork for income generation from these services by investing in ongoing development of its applications, websites and visibility in both the local and global market. The Company has invested heavily in advertising to allow its applications and ecommerce website visibility on a global stage. During fiscal 2018 we further added to our business portfolio with the acquisition of Ga-Du corporation and its in house software offerings.

In each of the years ended January 31, 2021 through 2024, and in the nine months ended October 31, 2024 the Company has continued to incur costs to expand and develop its Herbo software suite of offerings. 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 to cover all operational overhead. We have also had to rely heavily on loans from related parties in our most recently completed fiscal years as we work to have our shares returned for quotation on the OTC Markets. 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.

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Going Concern

These unaudited consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As of October 31, 2024, the Company had a working capital deficit of approximately $16 million and an accumulated deficit of approximately $78 million. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company's ability to continue as a going concern.

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

Liquidity and Capital Resources

As of October 31, 2024 and January 31, 2024, the Company had $4,100 and $2,106 respectively, in cash for total current assets of $4,100 and $2,106. As at October 31, 2024 and January 31, 2024, the Company had intangible assets of $100,000. At each of October 31, 2024 and January 31, 2024, the Company had total assets of $104,100 and $102,106 respectively. Total liabilities at October 31, 2024 and January 31, 2024 were $16,383,703 and $15,562,690 respectively. The Company has insufficient funds to meet its ongoing operations and is currently funded through loans and advances from our CEO and CFO, Mr., Michael Rountree.

The Company has limited financial resources available outside loans from its officers and directors and funds it has previously obtained through use of convertible notes and loans from related parties. There can be no guarantee the Company will continue to receive proceeds from loans, related party advances or convertible notes sufficient to meet its ongoing operational overheads as we continue to implement our business plan. While we generated modest revenue in fiscal 2022, we did not report any revenue in fiscal 2024 or in the nine months ended October 31, 2024 as we continued to enhance our software suite and we do not yet have resources to meet our operational shortfalls. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. As noted, additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders), or from other available funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. During the most recently completed fiscal year management has obtained additional funding with success, however there is no guarantee we will be able to continue to obtain financing if and when required. The current economic downturn may make it difficult to find new capital sources for the Company should they be required.

Future Financings

We anticipate continuing to rely on related party and third-party loans and equity sales of our common shares and/or shares for services rendered in order to continue to fund our business operations in the event of ongoing operational shortfalls. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our research and development activities.

Contractual Obligations

As a "smaller reporting company", the Company is not required to provide tabular disclosure obligations.

Off-Balance Sheet Arrangements

The Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

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Critical Accounting Policies

The discussion and analysis of the Company's financial condition and results of operations are based upon the Company's consolidated audited financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. The Company believes that understanding the basis and nature of the estimates and assumptions involved with the following aspects of the Company's financial statements is critical to an understanding of its consolidated financial statements.

Use of Estimates

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

Revenue Recognition

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.

$0 has been recognized as revenue in the nine months ended October 31, 2024 and 2023. 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.

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 consists primarily of fees associated with the operational charges related to our Herbo enterprise software. During the three and nine months ended October 31, 2024, and 2023 we did not record any sales of our Herbo software suite.

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Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

Convertible Debt and Beneficial Conversion Features

The Company evaluates embedded conversion features within convertible debt under ASC 815 "Derivatives and Hedging" to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration of any beneficial conversion features.

Stock Settled Debt

In certain instances, the Company will issue convertible notes which contain a provision in which the price of the conversion feature is priced at a fixed discount to the trading price of the Company's common shares as traded in the over-the-counter market. In these instances, the Company records a liability, in addition to the principal amount of the convertible note, as stock-settled debt for the fixed value transferred to the convertible note holder from the fixed discount conversion feature. As of October 31, 2024, and January 31, 2024, $248,432 for the value of the stock settled debt for certain convertible notes is included in the "Convertible note, net" account on the balance sheet.

Income Taxes

The Company follows ASC 740 - Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Recently issued accounting pronouncements

Accounting pronouncements not listed below were assessed and determined to be not applicable or are expected to have minimal impact on the Company's Consolidated Financial Statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under current GAAP. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. ASU 2016-02 is effective for fiscal years beginning after December 15, 2021, using a modified retrospective approach and early adoption is permitted. The Company adopted ASU 2016-02 on February 1, 2022. The Company had no active leases at the time of adoption. The Company completed its assessment and concluded this update had no material impact on its consolidated financial statements and related disclosures.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. The amendments are effective for fiscal years beginning after December 15, 2019. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies for fiscal years beginning after December 15, 2022. We adopted ASU 2016-13 on February 1, 2023 and it did not have a material impact on our consolidated financial statements and related disclosures.

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In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity, and also improves and amends the related earnings per share guidance for both Subtopics. The ASU will be effective for smaller reporting companies for annual reporting periods beginning after December 15, 2023 and interim periods within those annual periods and early adoption is permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses that are regularly provided to the chief operating decision maker ("CODM"), a description of other segment items by reportable segment, and an explanation of any additional measures the CODM uses in deciding how to allocate resources. The new guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The guidance is to be applied on a retrospective basis, with such disclosures to be made in regard to all prior periods presented in the financial statements. The Company completed its assessment and concluded this update had no material impact on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 470): Improvements to Income Tax Disclosures, which are designed to increase the transparency and decision-usefulness of income tax disclosures for financial statement users. The ASU follows investors indication and request for enhanced tax disclosures in order to better assess an entity's operations, related tax risks, jurisdictional tax exposures, and increase transparency regarding tax information through improvements to tax disclosures, specifically rate reconciliation, income taxes paid, and unrecognized tax benefits and certain temporary differences. The new guidance is effective for fiscal years beginning after December 15, 2024 and interim periods within fiscal years beginning after December 15, 2025, and early adoption is permitted. The guidance is to be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.

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.

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 October 31, 2024. 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 nine-month period ended October 31, 2024 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 nine months ended October 31, 2024, that have materially, or are reasonably likely to materially, affect the Company's internal controls over financial reporting.

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PART II

ITEM 1. LEGAL PROCEEDINGS

On October 20, 2017, a purported shareholder of the Company, Mr. Ian Bell, filed a verified stockholder derivative complaint against the Individual Defendants in the United States District Court for the District of Hawaii (the "First Hawaii Complaint"). On January 11, 2018, a purported shareholder of the Company, Mr. Marc D' Annunzio, filed a verified stockholder derivative complaint against the Individual Defendants in the United States District Court for the District of Hawaii (the "Second Hawaii Complaint"). On February 9, 2018, the Hawaii federal court consolidated the First Hawaii Complaint and the Second Hawaii Complaint (the "Consolidated Hawaii Action"). On December 10, 2018, plaintiffs in the Consolidated Hawaii Action filed their amended complaint (the "Amended Hawaii Complaint"). The Company is identified as a nominal defendant, against which no claims are plead. The Amended Hawaii Complaint arises out of alleged materially false and misleading statements or omissions from SEC filings and/or public statements by or on behalf of the Company. The Amended Hawaii Complaint asserts claims on behalf of the Company for breach of fiduciary duty against the Taylors and Mr. Lewis and Mr. Oveson, for aiding and abetting breaches of fiduciary duties against Mr. Lewis and Mr. Oveson, for aiding and abetting breaches of fiduciary duties against Mr. Giguiere, for waste of corporate assets against the Individual Defendants, and for unjust enrichment against the Individual Defendants. The Amended Hawaii Complaint seeks damages for the alleged breaches of fiduciary duties, aiding and abetting, waste and unjust enrichment, demands restitution and disgorgement and requests an order directing the Company and all individual defendants to take all necessary actions to reform and improve the Company's corporate governance in order to avoid any alleged future harm to the Company.

On September 21, 2020, the United States District Court for the District of Hawaii issued an order in the action captioned In re Eco Science Solutions, Inc. Shareholder Derivative Litigation Lead Civil No. 1:17-cv-00530-LEW-WRP (D. Haw.), preliminarily approving a proposed settlement (the "Settlement") as set forth in a Stipulation of Settlement dated September 21, 2020 (the "Stipulation"), by and among (i) plaintiffs Mr. Ian Bell and Mr. Marc D' Annunzio, individually and derivatively on behalf of Eco Science Solutions Inc. (the "ESSI or the Company"); (ii) certain of the Company's current and former officers, directors and consultants; and (iii) the Company. Pursuant to the Court's Preliminary Approval Order, a hearing was held on November 17, 2020, before the Honorable Leslie Kobayashi, in the United States District Court for the District of Hawaii and approved terms of Settlement for an Order issued December 3, 2020, including the following:

	(1)	The resignation of Jeffery Taylor as Chairman of the Board to the Company; and Don Taylor as Chief Financial Officer and a member of the Board of Directors;
	(2)	Appointment of Carl Mudd or such individual with similar background and qualifications to serve as Ombudsman and as Chairman of the Board.
	(3)	The following shareholders have been ordered to return a cumulative total of 3,500,000 shares of the Company's common stock to treasury for cancellation, as set out herein: (a) Gannon Giguiere - 1,500,000 shares; (b) Jeffery Taylor - 750,000 shares; (c) Don Taylor - 750,000 shares; (d) L John Lewis - 250,000 shares; and (e) S Randall Oveson - 250,000 Shares
	(4)	The Company shall issue 1,400,000 restricted common stock to the law firm of Robbins, LLP, as consideration for attorney fees;
	(5)	The Company shall enter into a Promissory Note with the law firm of Robbins, LLC for in the amount of Three Hundred Fifty Thousand Dollars ($350,000) with respect to legal fees incurred, note bearing interest at a rate of six (6%) percent per annum calculated monthly with all interest and principal due and payable no later than three (3) years from the date of the final Settlement approval;
	(6)	Debt in the amount of One Million Five Hundred Thousand Dollars ($1,500,000) held by Phenix Ventures LLC, a company controlled by Gannon Giguiere, shall be immediately forgiven and canceled.

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Additionally, the Settlement called for 15% of the Company's revenue and/or any financing raised by the Company be dedicated toward achieving the objectives, implementation and maintenance of the Governance Reforms.

All of the above-listed items in the Order issued by the Honorable Leslie Kobayashi have been implemented except putting aside 15% of the Company's revenue and or financing as the Company has not yet generated any revenue of substance, nor have they secured any financing to date. Mr. Rountree continues to fund the Company with his personal funds and once the Company begins generating revenue or secures financing, 15% will be put aside. In addition to the aforementioned stipulations under the Settlement, Governance Reforms were set forth, in pertinent part, inter alia, as follows:

Each of the reforms are subject to the judgement of the Ombudsman, Mr. A Carl Mudd and/or the reconstituted Board, and based on the availability of funding.

	1.	The purchase of Directors' and Officers' Insurance
	2.	Appointment of two new, independent Directors
	3.	Creation of a board-level Governance Committee
	4.	Adoption of Written Corporate Governance Guidelines and Code of Ethics
	5.	Creation of an Audit Committee
	6.	Enhanced Board Independence
	7.	Termination of existing compensation plans - compensation plans that existed at the time of the Order have been terminated.
	8.	Immediate cessation of current and future business dealings with third party stock promoters - there is not now, nor has there been dealings with third party stock promoters.
	9.	Maintain the Company's website - the Company's website is maintained and updated
	10.	Creation of an Investor Relations Officer - we will engage an investor relations officer once the company begins generating enough revenue so that Mr. Rountree is not financing the filings required by a public company
	11.	Engage In-House and General Counsel - the Company has an in-house counsel and will engage general counsel as necessary
	12.	Appointment of a Chief Accounting Officer - Mr. Rountree is our Chief Financial Officer
	13.	Create a written Whistleblower Policy
	14.	Adopt a Clawback Policy
	15.	Adopt enhanced conflicts policies and practices
	16.	Establish documentation of Policies and Financial Reporting Checklist
	17.	Annually assess the adequacy of the Company's internal controls
	18.	Provide continuing director education and employee compliance training
	19.	Establish board oversight of Company's expenditures

Numbers 1 through 6 to date have not been implemented as there has been no revenue generated and currently the Company only has one employee. To date, Mr. Rountree is funding the Company and there aren't enough funds to implement all of the requirements of the Stipulation. Mr. Mudd continues to monitor the progress of the Company. Numbers 14 through 19 have not yet been implemented; with regard to number 20, the Board discusses with Mr. Rountree the expenses incurred by the Company at board meetings. The agreement calls for the above to be completed within four years; however, the implementation of each remains at the discretion, and subject to the judgement, of Mr. Mudd. In the event that the Company does not begin to generate income, or secure financing, the Company will fail.

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Of the aforementioned reforms, there has been one new independent Director appointed, an Audit Committee has been appointed, consisting solely of Mr. Mudd, the existing compensation plans have been terminated, all dealing with third party stock promoters has ceased, the Company's website is being maintained, and Counsel has been engaged. The remaining reforms will be implemented and adopted as funding becomes available and the Company begins generating revenue.

Other than as set out above, the Company knows of no material, existing or pending legal proceedings against it, nor is the Company involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which its director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to its interest.

ITEM 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

There were no sales of equity securities during the period covered by this Report which have not been prior disclosed on Current Report on Form 8-K, Form 10-Q or Form 10-K.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY STANDARDS

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit Number		Exhibit Description
(31)		Rule 13a-14(a)/15d-14(a) Certifications
31*		Certification of our Chief Executive and 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*		Certification of our Chief Executive and 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		The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended October 31, 2024, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations (iii) Condensed Consolidated Statements of Stockholders' Equity (Deficit), (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
101.INS*		INLINE XBRL INSTANCE DOCUMENT (THE INSTANCE DOCUMENT DOES NOT APPEAR IN THE INTERACTIVE DATA FILE BECAUSE ITS XBRL TAGS ARE EMBEDDED WITHIN THE INLINE XBRL DOCUMENT)
101.SCH*		INLINE XBRL TAXONOMY EXTENSION SCHEMA
101.CAL*		INLINE XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF*		INLINE XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB*		INLINE XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE*		INLINE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
104*		COVER PAGE INTERACTIVE DATA FILE (FORMATTED AS INLINE XBRL AND CONTAINED IN EXHIBIT 101)

*Filed herewith

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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.
December 16, 2024		/s/ Michael Rountree
		CEO, CFO, COO, President, and Treasurer (Principal Executive Officer, Principal Financial and Accounting Officer)

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