UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

	For the quarterly period ended October 31, ~~2020~~2023

~~[ ]~~ ☐	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)

~~000-54803~~
~~(Commission File Number)~~

ECO SCIENCE SOLUTIONS INC.
(Exact name of registrant as specified in its charter)

Nevada		46-4199032

~~Nevada~~	~~46-4199032~~
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~1135 Makawao Avenue, Suite 103-188, Makawao, Hawaii~~ 300 S. El Camino Real #206 San Clemente, CA	~~96768~~	92672
(Address of principal executive offices)		(Zip Code)

(833) 464-3726

~~(833) 464-3726~~
(~~Registrant's~~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 ~~[X]~~☒ 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 ~~[X]~~☒ No ~~[ ]~~

☐

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

Large accelerated filer	☐	Accelerated filer	☐
~~Large accelerated filer[ ]~~ Non-accelerated filer	~~Accelerated filer [ ]~~
~~Non-accelerated filer[ ]~~ ☐	Smaller reporting company ~~[X]~~	☒
		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 ~~[X]~~

☒

As of December ~~18, 2020,~~8, 2023, there were ~~45,457,572 shares~~ 52,957,572 shares of the ~~registrant's~~registrant’s common stock outstanding.

ECO SCIENCE SOLUTIONS, INC.

TABLE OF CONTENTS


~~Item 5.~~	~~Other Information~~	17 2

~~Item 6.~~Table of Contents	~~Exhibits~~	17

	~~SIGNATURES~~	18

PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ECO SCIENCE SOLUTIONS, INC.

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

		Page
Unaudited Condensed Consolidated Balance Sheets as of October 31, ~~2020~~2023 and January 31, ~~2020~~ 2023		F-1
Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended October 31, ~~2020~~2023 and ~~2019~~ 2022		F-2
Unaudited Condensed Consolidated Statements of Stockholders’ Deficit		F-3
Unaudited Condensed Consolidated Statements of Cash Flows for the three and nine months ended October 31, ~~2020~~2023 and ~~2019~~ 2022		F-4
Notes to the Unaudited Condensed Consolidated Financial Statements		F-5 to ~~F-25~~F-17

Table of Contents

ECO SCIENCE SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

October 31,
2020

January 31,
2020

ASSETS
(Unaudited) (Audited)
Current assets

Cash

$
4,888

$
2,877

Accounts receivable, related party

10,788

2,697

Accounts receivable

11,989

20,744

Prepaid expenses

32,992

32,992

Total current assets

60,657

59,310

Property and equipment, net

-

1,741

TOTAL ASSETS

$
60,657

$
61,051

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities

Accounts payable and accrued expenses

$
3,611,104

$
2,871,720

Related party payables

1,556,757

1,365,333

Notes payable, short-term, related party

1,676,274

1,298,649

Notes payable

4,110,118

4,115,118

Convertible note, net

1,656,213

1,656,213

Total current liabilities

12,610,466

11,307,033

Total liabilities

12,610,466

11,307,033

Stockholders' deficit

Preferred stock, $0.001 par, 50,000,000 shares authorized, none issued and outstanding at October 31, 2020 and January 31, 2020

-

-

Common stock, $0.0001 par, 650,000,000 shares authorized, 48,557,572 shares issued and 47,557,572 outstanding at October 31, 2020 and January 31, 2020

4,856

4,856

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

61,804,744

61,804,744

Accumulated deficit

(74,351,909
)

(73,048,082
)
Total stockholders' deficit

(12,549,809
)

(11,245,982
)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$
60,657

$
61,051

	October 31, 2023			January 31, 2023
	(unaudited)			(audited)
ASSETS
Current assets
Cash	$	2,526		$	526
Prepaid expenses		-			14,000
Total current assets		2,526			14,526

Intangible asset		100,000			-
TOTAL ASSETS	$	102,526		$	14,526

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	4,105,532		$	3,650,587
Related party payables		3,040,473			2,793,945
Notes payable, short-term, related party		3,521,099			3,171,979
Notes payable, current portion		2,960,118			2,610,118
Convertible note, net		1,656,213			1,656,213
Total current liabilities		15,283,435			13,882,842

Notes payable, net of current portion		-			350,000
Total liabilities		15,283,435			14,232,842

Stockholders’ deficit
Preferred stock, $0.001 par, 50,000,000 shares authorized, 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		(77,344,909	)		(76,382,316	)
Total stockholders’ deficit		(15,180,909	)		(14,218,316	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	102,526		$	14,526

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

~~F-1~~

statements.

F-1

Table of Contents

ECO SCIENCE SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

~~(Unaudited)~~

For the Three Months
Ended October 31,

For the Nine Months
Ended October 31,

2020 2019 2020 2019
Revenue

$
12,732

$
9,194

$
44,991

$
9,194

Revenue, related parties

2,697

4,197

8,091

4,197

Total revenue

15,429

13,391

53,082

13,391

Operating Expenses

Cost of revenue

12,625

17,754

39,269

17,754

Depreciation

193

1,106

1,741

3,317

Legal, accounting and audit fees

42,784

69,139

108,021

207,089

Management and consulting fees

214,122

75,541

372,123

643,541

Research, development, and promotion

36,892

66,468

108,413

86,232

Office supplies and other general expenses

7,692

19,655

23,864

81,611

Advertising and marketing

1,810

10,599

5,050

38,502

Total operating expenses

316,118

260,262

658,481

1,078,046

Net operating loss

(300,689
)

(246,871
)

(605,399
)

(1,064,655
)

Other income (expenses)

Interest income

-

3,000

-

9,000

Interest expense

(64,723
)

(63,204
)

(191,926
)

(186,308
)
Other expense

(506,502
)

(127,833
)

(506,502
)

(127,833
)
Total other income (expenses)

(571,225
)

(180,037
)

(698,428
)

(305,141
)

Net loss

$
(871,914
)

$
(434,908
)

$
(1,303,827
)

$
(1,369,796
)

Net loss per common share - basic and diluted

$
(0.02
)

$
(0.01
)

$
(0.03
)

$
(0.02
)

Weighted average common shares outstanding - basic and diluted

47,557,572

47,557,572

47,557,572

47,557,572

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

~~F-2~~

~~ECO SCIENCE SOLUTIONS, INC.~~
~~STATEMENTS OF STOCKHOLDERS' DEFICIT~~
~~(Unaudited)~~

Preferred Stock Common Stock Treasury Stock
Additional
Paid in
Accumulated
Shares Amount Shares Amount Shares Amount Capital Deficit Total
Balance, January 31, 2020

-

$
-

47,557,572

$
4,756

(1,000,000
)

$
(7,500
)

$
61,714,844

$
(73,048,082
)

$
(11,245,982
)

Net loss

-

-

-

-

-

-

-

(172,947
)

(172,947
)

Balance, April 30, 2020

-

-

47,557,572

4,756

(1,000,000
)

(7,500
)

61,714,844

(73,221,029
)

(11,418,929
)

Net loss

-

-

-

-

-

-

-

(258,966
)

(258,966
)

Balance, July 31, 2020

-

-

47,557,572

4,756

(1,000,000
)

(7,500
)

61,714,844

(73,479,995
)

(11,677,895
)

Net loss

-

-

-

-

-

-

-

(871,914
)

(871,914
)

Balance, October 31, 2020
- $ - 47,557,572 $ 4,756 (1,000,000 ) $ (7,500 ) $ 61,714,844 $ (74,351,909 ) $ (12,549,809 )

Preferred Stock Common Stock Treasury Stock
Additional
Paid in
Accumulated
Shares Amount Shares Amount Shares Amount Capital Deficit Total
Balance, January 31, 2019

-

$
-

48,557,572

$
4,856

(1,000,000
)

$
(7,500
)

$
61,804,744

$
(71,181,452
)

$
(9,379,352
)

Net loss

-

-

-

-

-

-

-

(511,455
)

(511,455
)

Balance, April 30, 2019

-

-

48,557,572

4,856

(1,000,000
)

(7,500
)

61,804,744

(71,692,907
)

(9,890,807
)

Net loss

-

-

-

-

-

-

-

(423,433
)

(423,433
)

Balance, July 31, 2019

-

-

48,557,572

4,856

(1,000,000
)

(7,500
)

61,804,744

(72,116,340
)

(10,314,240
)

Net loss

-

-

-

-

-

-

-

(434,908
)

(434,908
)

Balance, October 31, 2019
- $ - 48,557,572 $ 4,856 (1,000,000 ) $ (7,500 ) $ 61,804,744 $ (72,551,248 ) $ (10,749,148 )

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

~~F-3~~

~~ECO SCIENCE SOLUTIONS, INC.~~
~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~
~~(Unaudited)~~

For the Nine Months ended
October 31,

2020 2019
Cash flows from operating activities:
Net loss

$
(1,303,827
)

$
(1,369,796
)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation

1,741

3,317

Bad debt on uncollected loan receivable

-

100,000

Bad debt on uncollected interest receivable

-

27,833

Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable, related party

(8,091
)

-

Decrease (increase) in accounts receivable

8,755

(4,896
)
Decrease (increase) in interest receivable

-

(9,000
)
Decrease (increase) in prepaid expenses

-

(4,865
)
Increase (decrease) in accounts payable and accrued expenses

739,384

436,772

Increase (decrease) in related party payables

191,424

250,317

Net cash used in operating activities

(370,614
)

(570,318
)

Cash Flows from Investing Activities:
Net cash used in investing activities

-

-

Cash flows from financing activities:
Note payable

(5,000
)

-

Note payable, related party

377,625

578,333

Net cash provided by financing activities

372,625

578,333

Net decrease in cash

2,011

8,015

Cash-beginning of period

2,877

1,609

Cash-end of period

$
4,888

$
9,624

SUPPLEMENTAL DISCLOSURES
Interest paid

$
-

$
-

Income taxes paid

$
-

$
-

	For the Three Months Ended October 31,						For the Nine Months Ended October 31,
	2023			2022			2023			2022
Revenue	$	-		$	-		$	-		$	-

Operating Expenses
Cost of revenue
Depreciation
Legal, accounting and audit fees		22,500			42,500			108,858			94,000
Management and consulting fees		140,500			189,500			441,833			578,500
Research, development, and promotion		107,603			218,059			321,253			572,182
Office supplies and other general expenses		5,609			12,034			37,087			50,767
Total operating expenses		276,212			462,093			909,031			1,295,449

Net operating loss		(276,212	)		(462,093	)		(909,031	)		(1,295,449	)

Other income (expenses)
Interest income
Interest expense		(9,806	)		(9,808	)		(29,102	)		(29,104	)
Interest expense, related parties		(8,473	)		(7,046	)		(24,460	)		(19,713	)
Total other income (expenses)		(18,279	)		(16,854	)		(53,562	)		(48,817	)

Net loss	$	(294,491	)	$	(478,947	)	$	(962,593	)	$	(1,344,266	)

Net loss per common share - basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.03	)

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~~

~~F-4~~

statements.

F-2

Table of Contents

ECO SCIENCE SOLUTIONS, INC.

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, 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	)

	Preferred Stock				Common Stock				Treasury Stock						Additional Paid in		Accumulated
	Shares		Amount		Shares		Amount		Shares			Amount			Capital		Deficit			Total

Balance, January 31, 2022		-	$	-		53,957,572	$	5,396		(1,000,000	)	$	(7,500	)	$	62,166,104	$	(74,584,761	)	$	(12,420,761	)

Net Loss		-		-		-		-		-			-			-		(435,539	)		(435,539	)
Balance, April 30, 2022		-		-		53,957,572		5,396		(1,000,000	)		(7,500	)		62,166,104		(75,020,300	)		(12,856,300	)

Net Loss																		(429,780	)		(429,780	)
Balance, July 31, 2022		-		-		53,957,572		5,396		(1,000,000	)		(7,500	)		62,166,104		(75,450,080	)		(13,286,080

Net Loss																		(478,947	)		(478,947	)
Balance, October 31, 2022		-	$	-		53,957,572	$	5,396		(1,000,000	)	$	(7,500	)	$	62,166,104	$	(75,929,027	)	$	(13,765,027	)

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

F-3

Table of Contents

ECO SCIENCE SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For Nine Months ended October 31,
	2023			2022
Cash flows from operating activities:
Net loss	$	(962,593	)	$	(1,344,266	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Prepaid expenses		14,000			(14,000	)
Increase (decrease) in accounts payable and accrued expenses		454,945			326,066
Increase (decrease) in related party payables		246,528			525,353
Net cash used in operating activities		(247,120	)		(506,847	)

Cash Flows from Investing Activities:
Acquisition of intangible asset		(100,000	)		-
Net cash used in investing activities		(100,000	)		-

Cash flows from financing activities:
Advances from related party loans		349,120			507,028
Net cash provided by financing activities		349,120			507,028

Net decrease in cash		2,000			181
Cash-beginning of period		526			72
Cash-end of period	$	2,526		$	253

SUPPLEMENTAL DISCLOSURES
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

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

F-4

Table of Contents

ECO SCIENCE SOLUTIONS, INC.

NOTES TO THE ~~CONDENSED~~ CONSOLIDATED FINANCIAL STATEMENTS

~~Nine months ended October 31, 2020~~

NOTE 1: NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

Organization and nature of business

The Company was incorporated in the state of Nevada on December 8, 2009 under the name Pristine Solutions, Inc. On January 8, 2014, the Company changed its name from Pristine Solutions, Inc. to Eco Science Solutions, Inc.

~~During fiscal 2016 the Company changed its business focus to pursue eco-friendly consumer related technologies, software and applications.~~

On January 11, 2016, the Company's Board of Directors (the "Board") authorized the creation of 1,000 shares of Series A Voting Preferred Stock. The holder of the shares of the Series A Voting Preferred Stock has the right to vote those shares of the Series A Voting Preferred Stock regarding any matter or action that is required to be submitted to the shareholders of the Company for approval. The vote of each share of the Series A Voting Preferred Stock is equal to and counted as 10 times the votes of all of the shares of the Company's (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval.

On June 21, 2017, the Company acquired 100% of the shares of capital stock of Ga-Du Corporation (“Ga-Du”), at which time Ga-Du became a wholly owned subsidiary of the Company. ~~Concurrent with the transaction, Mr. John Lewis and Mr. Randall Overton joined the Board of directors of ESSI.~~ Ga-Du offers a Financial Services Platform, as well as Inventory Control and Advisory Software Platforms, and Retail Inventory Control, bringing important enterprise technologies in-house and bringing ESSI an opportunity to expand the reach of its Herbo branding. Subsequently Ga-Du Corporation entered into an Assignment Agreement with G&L Enterprises, wherein G&L Enterprises assigned to Ga-Du Corporation, all of its rights, interest in, and obligations under a License and Master Marketing Agreement (LMMA) it entered into with Alliance Financial Network, Inc. ("AFN").

AFN provides financial and enterprise services to businesses and individuals, including the cannabis industry, on a programmatic or membership basis from which AFN derives fees and income from enrolling companies in their financial program and providing a range of services, with respect to which AFN and Ga-Du derive fees and income on a fee based schedule.

Following the closing of the SPA, Ga-Du is a wholly owned subsidiary of ESSI, bringing to ESSI a Financial Services Platform, and Inventory Control and Advisory Software Platforms, thus completing the ESSI product suite to benefit both consumer and professional customers of the Company.

With the acquisition of Ga-Du, ESSI's product suite expanded to include an enclosed ecosystem for business location, localized communications between consumers and business operators, on-topic social networking, inventory management / selection, payment facilitation and delivery arrangement. The Company's holistic commerce and content platform enables health, wellness and alternative medicine enthusiasts to easily locate, access, and connect with others to facilitate the research of and purchasing of eco-science friendly products.

~~F-5~~

~~ECO SCIENCE SOLUTIONS, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~Nine months ended October 31, 2020~~

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

~~Organization and nature of business (cont'd)~~

~~During fiscal 2018 and 2019, as AFN focused its efforts to expand its eXPO~~^TM banking relationships to support next phase operations, the Company focused on rolling out the Herbo Enterprise Software and building that user base. The Herbo software provides a point of sale, bookkeeping and banking functions, inventory management and tracking, compliance and reporting, tax and accounting, payroll and HR, ecommerce and payment gateway services and CRM and customer loyalty functions all under one software suite. During fiscal 2020,

On January 28, 2021, the Company entered into ~~various licensing contracts~~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.

Going Concern

These unaudited consolidated financial statements have been prepared on a going concern basis, which implies that the ~~Herbo Enterprise Software~~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 ~~commenced generating revenue from this segment of its operations. We expect revenues from our agreements with AFN~~never paid any dividends and is unlikely to ~~return during fiscal 2021.~~

~~On September 21, 2020, the United States District Court for the District of Hawaii issued an order~~pay dividends or generate significant earnings 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~~immediate or foreseeable future. As at October 31, 2023, the Company had a ~~proposed settlement (the “Settlement”) as set forth in a Stipulation~~working capital deficit of ~~Settlement dated September 21, 2020 (the “Stipulation”), by~~$15.28 million and ~~among (i) plaintiffs Mr. Ian Bell and Mr. Marc D' Annunzio, individually and derivatively on behalf~~an accumulated deficit of ~~Eco Science Solutions Inc. (the “ESSI or the Company”); (ii) certain~~$77.34 million. The continuation of the ~~Company’s current and former~~Company as a going concern is dependent upon the continued financial support from its officers, directors and ~~consultants;~~shareholders, the ability to raise equity or debt financing, and ~~(iii)~~ the ~~Company.~~

~~Pursuant~~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.

Other factors

Factors which may impact the Company’s ongoing operations include inflation, the recent war in the Ukraine, ongoing supply chain issues as a result of the recent Covid-19 pandemic, climate change and others. These events may have serious adverse impact on domestic and foreign economies which may impact the Company’s operations as a result of a variety of factors including the potential for reduced consumer spending. The Company is unable to predict the ongoing impact of these factors on the Company’s financial operations.

The unaudited consolidated financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the ~~Court's Preliminary Approval Order, a hearing was held on November 17, 2020, before~~recoverability and classification of recorded assets, or the ~~Honorable Leslie Kobayashi,~~amounts of and classification of liabilities that might be necessary in the ~~United States District Court for~~event the District of Hawaii. At the hearing the Settlement was approved, causing the dismissal of the litigation with prejudice. An Order to this effect was issued on December 3, 2020. See Notes 12 and 13 below.

~~Headquartered~~Company cannot continue in Maui, Hawaii, with operations in Southern California, Eco Science Solutions, Inc. is an enterprise technology Company delivering solutions to the global health and wellness industry. The Company continues to develop its Herbo Platform, a 360-degree ecosystem for business location, communications between consumers and business operators, inventory management / selection, payment facilitation, delivery arrangement and unitized accounting.

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

~~F-6~~

existence.

F-5

Table of Contents

ECO SCIENCE SOLUTIONS, INC.

NOTES TO THE ~~CONDENSED~~ CONSOLIDATED FINANCIAL STATEMENTS

~~Nine months ended October 31, 2020~~

NOTE ~~1: NATURE~~2: SUMMARY OF ~~BUSINESS AND CONTINUANCE OF OPERATIONS (cont'd)~~

~~Financial Statements Presented~~

SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three and nine months ended October 31, ~~2020,~~2023, are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2021. For further information, refer to the financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2020 as filed with the Securities and Exchange Commission on July 7, 2020.

2024.

Principals of Consolidation

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

~~Going Concern~~

These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As at October 31, 2020, the Company had a working capital deficit of $12,549,808 and an accumulated deficit of $74,351,909. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company's ability to continue as a going concern.

The recent COVID-19 pandemic could have an adverse impact on the Company going forward. COVID-19 has caused significant disruptions to the global financial markets, which may severely impact the Company’s ability to raise additional capital and to pursue certain planned business activities. The Company may be required to cease operations if it is unable to finance its’ operations. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report and is highly uncertain and subject to change. Management is actively monitoring the situation but given the daily evolution of the COVID-19 outbreak, the Company is not able to estimate the effects of the COVID-19 outbreak on its operations or financial condition in the next 12 months. There are no assurances that the Company will be able to meet its obligations, raise funds or continue to implement its planned business objectives to obtain profitable operations.

~~F-7~~

~~ECO SCIENCE SOLUTIONS, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~Nine months ended October 31, 2020~~

~~NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~

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

Use of Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the ~~Company's~~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 ~~the~~ three and nine months ended October 31, ~~2020 or for the fiscal year ended January 31, 2020.~~

2023 and 2022.

Advertising and Marketing Costs

Advertising and marketing costs are expensed as incurred and were ~~$1,810~~$0 during the three and nine months ~~period~~ ended October 31, ~~2020~~2023 and ~~$10,599 in~~were $0 and $2,550 during the ~~same period~~three and nine months ended October 31, ~~2019. Advertising and marketing costs are expensed as incurred and were $5,050 during the nine months period ended October 31, 2020 and $38,502 in the same period ended July 31, 2019.~~2022, respectively. Advertising and marketing costs include costs incurred with the marketing of our Herbo Software such as ad placement and click through programs placed on a wide network of mediums acquired from advertising consolidators including Outbrain, MGID, Rev Content, Yahoo, MSN, AOL, Google and others for the full scope of the Company's brands including the Herbo app and enterprise software for all platforms, GooglePlay, iOS, Android, as well as the corporate e-commence site and all the other underlying supporting social media platforms such as YouTube, Twitter, Instagram, and Facebook. Further the Company incurs other advertising expense in respect to its attendance at various venues to promote our business objectives.

~~F-8~~

~~ECO SCIENCE SOLUTIONS, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~Nine months ended October 31, 2020~~

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

internet marketing efforts.

F-6

Table of Contents

Revenue Recognition

~~Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers.~~

Under ASC 606, the Company recognizes revenue from licensing agreements and contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured.

$~~12,732 and $44,991~~0 has been recognized as revenue in ~~the~~ three and nine months ended October 31, ~~2020, with $9,194 revenue in the same periods ended October 31, 2019.~~2023 and 2022. Revenue generated under enterprise software licenses will be recorded in accordance with the terms of the individual Customer contracts. We expect license fees will be recorded on a monthly basis over the term of the contract, activation fees will be earned upon completion of set up and installation of the enterprise software, and customization and/or professional consulting services will be earned as rendered.

~~While the Company has entered into an LMMA (re: Note 4) under which we are entitled to fee-based revenue on a profit-sharing basis from a financial services platform known as eXPO~~^TM, the Company has determined that when recording its revenue, the monthly income is not clearly determinable until the fees are actually paid to the Company by AFN. As at October 31, 2018 fees payable by AFN for the period May through October 2018 as reconciled in commission reports received from AFN have not been received by the Company. Subsequently the operations were suspended through August 2019, during which time AFN solidified its’ primary banking relationship and is now able to service and scale as needed with the client’s needs.

~~While AFN re-commenced operating the eXPO~~^TM platform during August 2019, Ga-Du does not yet have any additional revenue allocations. Presently AFN is growing exclusively on a Member referral basis. We expect revenue from this agreement to resume during fiscal 2021. The Company has determined to record its revenue in respect to the LMMA upon receipt until such time as the fee structure and reporting process become more easily determinable. Pursuant to AFN's revenue reports, the amount payable to Ga-Du Corporation is $28,431 (10% of net revenue generated by Colorado Business) at October 31, 2020 and January 31, 2020. The Company will record the revenue once we receive the proceeds.

Cost of Revenue

Costs of revenue consist of the direct expenses incurred to generate revenue. Such costs are recorded as incurred. Our cost of revenue ~~will consist~~ consists primarily of fees associated with the ~~operation of our social media venues and fulfillment of specific customer advertising campaigns~~operational charges related to our ~~downloadable apps.~~Herbo enterprise software. During the three and nine months ended October 31, 2023 and 2022 we incurred costs of sales of $0 with respect to the licensing of our Herbo software suite. In the case of revenue earned by our wholly owned subsidiary, proceeds allocated to our revenue interest are net of associated costs. ~~Costs of revenue associated with the sale of our enterprise software will include commissions and direct selling costs.~~

~~F-9~~

~~ECO SCIENCE SOLUTIONS, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~Nine months ended October 31, 2020~~

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

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~~“Derivatives and ~~Hedging"~~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~~“Debt with Conversion and Other ~~Options"~~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~~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, ~~2020,~~2023 and January 31, ~~2020,~~2023, $248,432 for the value of the stock settled debt for certain convertible notes is included in the ~~Convertible~~“Convertible note, ~~net~~net” account ~~under~~on the balance sheet. (see Note ~~10)~~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 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.

F-7

Table of Contents

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

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. The new guidance, among other things, simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments, and amends existing earnings-per-share (“EPS”) guidance by requiring that an entity use the if-converted method when calculating diluted EPS for convertible instruments. ASU 2020-06 is effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company ~~has reviewed other recently issued accounting pronouncements and~~ plans to adopt ~~those that are applicable~~the new guidance effective January 1, 2024.

NOTE 3 – INTANGIBLE ASSETS

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 ~~it.~~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. The Company ~~does not expect~~capitalized the ~~adoption~~software as of ~~any other pronouncements to have an impact on its results~~the date of ~~operations or financial position.~~

~~F-10~~

~~ECO SCIENCE SOLUTIONS, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~Nine months ended~~the agreement as intangible assets.

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at October 31, ~~2020~~

~~NOTE 3: PROPERTY AND EQUIPMENT~~

~~Property~~2023 and ~~equipment, net consists~~January 31, 2023 consist of the following:

October 31,
2020

January 31,
2020

Office equipment

$
15,528

$
15,528

Less: accumulated depreciation and amortization

(15,528
)

(13,787
)
Total property and equipment, net

$
-

$
1,741

~~Depreciation expense (excluding impairment) amounted to $193 and $1,106 for the three months ended October 31, 2020 and 2019, respectively.~~

~~Depreciation expense (excluding impairment) amounted to $1,741 and $3,317 for the nine months ended October 31, 2020 and 2019, respectively.~~

~~NOTE 4: LICENSE AND MASTER MARKETING AGREEMENT~~

~~During fiscal 2018 the Company’s subsidiary Ga-Du entered into an Assignment Agreement with G&L Enterprises, wherein G&L Enterprises assigned to Ga-Du Corporation, all of its rights, interest~~

	October 31, 2023		January 31, 2023
Accounts payable	$	3,919,291	$	3,484,448
Interest payable		169,241		140,139
Accrued other expenses		17,000		26,000
	$	4,105,532	$	3,650,587

Included in ~~and obligations under a License and Master Marketing Agreement (LMMA) it entered into with Alliance Financial Network, Inc. ("AFN").~~

AFN provides financial and enterprise services to businesses and individuals, including the cannabis industry, on a programmatic or membership basis from which AFN derives fees and income from enrolling companiesaccounts payable above is $17,000 payable in ~~their financial program and providing a range of services,~~installments with respect to ~~which AFN and Ga-Du derive fees and income on a fee based schedule.~~

The primary focus of AFN is a mobile application known as eXPO™ electronic eXchange Portal which provides virtual financial and enterprise services to businesses and individuals that are challenged in the traditional banking systems, and/or require more intensive compliance than banks are willing, or able to perform and/or do not have the technical expertise or financial wherewithal in house to develop their own FinTech solutions, including accounting and enterprise management software. One such industry is the cannabis industry where AFN establishes Membership relationships with businesses in this industry, following a full compliance audit on the business. These services utilize the Herbo suite ofcertain acquired software to effectively track transactional data for eXPO™ users, providing Ga-Du a share of all Cannabis related revenues received by AFN regardless of the source of revenues through (i) membership fees; (ii) cash depository fees; (iii) merchant processing and credit card fees; (iv) transfer fees; and (v) advertising fees.

AFN’s services operate on a national level with sales in both cannabis and non-cannabis-based industries. While revenues allocated to Ga-Du are currently governed on a territory by territory basis, Ga-Du and AFN are actively negotiating an amendment to the agreements to become all inclusive.

~~In exchange for the revenue split under the LMMA, as amended in March 2018, Ga-Du agreed to pay to AFN $405,000 in three tranches for operational expenses and business development.~~

~~F-11~~

~~ECO SCIENCE SOLUTIONS, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~Nine months ended October 31, 2020~~

assets (Note 3 above).

F-8

Table of Contents

NOTE 5: ~~PREPAID EXPENSES~~

~~Prepaid expenses consist of the following:~~

October 31,
2020

January 31,
2020

Office lease – Security deposits

$
13,127

$
13,127

Prepaid other expenses

19,865

19,865

Total prepaid expense

$
32,992

$
32,992

~~NOTE 6: CONVERTIBLE PROMISSORY NOTE RECEIVABLE~~

~~As discussed in Note 5, the Company acquired a convertible note receivable in the principal amount of $100,000 and accrued interest receivable in the amount of $14,533 on September 22, 2017.~~

The Note matures on July 6, 2018 and bears interest at a rate of 12% per annum and is payable to Ga-Du Corporation. The Note can, at Ga-Du's option, be converted upon maturity into 1.12% of the equity of Alliance. The Company wrote off the balance of promissory note receivable on October 31, 2019. The Company wrote off the balance of principal and interest receivable on October 31, 2019.

~~NOTE 7:~~ NOTES PAYABLE

~~Note~~

Notes payable consists of the following loans:

October 31,
2020

January 31,
2020

October 31,
2023

January 31,
2023

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
~~3,725,500~~
2,225,500
~~3,730,500~~
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
~~Total~~
Note 6 in fiscal year 2021 due in 3 years from issuance date
$
~~4,110,118~~
350,000
$
~~4,115,118~~
350,000
Total
$ 2,960,118
$ 2,960,118
Current portion
$ 2,960,118
$ 2,610,118
Debt, long term
$ -
$ 350,000

Interest expenses recorded in three and nine months ended October 31, ~~2020~~2023 and ~~2019~~2022 is as follows:

For the Three Months
Ended October 31,

For the Nine Months
Ended October 31,

2020 2019 2020 2019
Interest expenses $ 57,259 $ 57,447 $ 170,565 $ 170,468

~~F-12~~

~~ECO SCIENCE SOLUTIONS, INC.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Nine months ended October 31, 2020~~

~~NOTE 7: NOTES PAYABLE (continued)~~

For the Three Months
Ended October 31,

For the Nine Months
Ended October 31,

2023

2022

2023

2022

Interest expenses

$ 6,209

$ 6,208

$ 18,426

$ 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 due three months from issue date.

Interest expenses recorded in the three and nine months ended October 31, ~~2020~~2023 and ~~2019~~2022 is as follows:

For the Three Months
Ended October 31,

For the Nine Months
Ended October 31,

2020 2019 2020 2019
Interest expense $ 37 $ 37 $ 111 $ 111

~~Interest payable included in trade and other payables and the principal outstanding as at October 31, 2020 and January 31, 2020 are as follows:~~

October 31,
2020

January 31,
2020

Interest payable $ 666 $ 555
Note payable $ 14,930 $ 14,930

For the Three Months
Ended October 31,

For the Nine Months
Ended October 31,

2023

2022

2023

2022

Interest expenses

$ 38

$ 37

$ 112

$ 111

October 31,
2023

January 31,
2023

Interest payable

$ 1,115

$ 1,003

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 is due three months from issue date. As at January 31, 2018 the note became due and remained unpaid.

Interest expenses recorded in three and nine months ended October 31, ~~2020~~2023 and ~~2019~~2022 is as follows:

For the Three Months
Ended October 31,

For the Nine Months
Ended October 31,

2020 2019 2020 2019
Interest expense $ 127 $ 126 $ 375 $ 374

~~Interest payable included in trade and other payables and the principal outstanding as at October 31, 2020 and January 31, 2020 are as follows:~~

October 31,
2020

January 31,
2020

Interest payable $ 2,001 $ 1,626
Note payable $ 50,000 $ 50,000

For the Three Months
Ended October 31,

For the Nine Months
Ended October 31,

2023

2022

2023

2022

Interest expenses

$ 126

$ 126

$ 374

$ 374

October 31,
2023

January 31,
2022

Interest payable

$ 3,502

$ 3,128

Note payable

$ 50,000

$ 50,000

F-9
Table of Contents
Note 3:

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

During the fiscal year ended January 31, 2018 the Company received accumulated amounts of $1,842,500 from a third party. The notes bear interest at a rate of 6% per annum and each is due one year from issue date.
~~F-13~~

~~ECO SCIENCE SOLUTIONS, INC.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Nine months ended October 31, 2020~~

~~NOTE 7: NOTES PAYABLE (cont’d)~~

~~Note 3: (continued)~~

During the fiscal year ended January 31, 2019 the Company received accumulated amounts of $1,420,500 from a third party. The notes bear interest at a rate of 6% per annum and each is due one year from issue date.

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

During the fiscal year ended January 31, ~~2020, the Company made cash payment of $7,500 to the note. During the nine months ended October 31,~~2021 and 2020, the Company made cash payment of $5,000 and $7,500, respectively to the note.

~~Interest expenses recorded~~
On December 8, 2020, the Company cancelled One Million Five Hundred Thousand Dollars ($1,500,000) of debt of this notes under an order in ~~three~~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 ~~nine months ended October 31, 2020 and 2019 is as follows:~~

For the Three Months
Ended October 31,

For the Nine Months
Ended October 31,

2020 2019 2020 2019
Interest expense $ 56,342 $ 56,531 $ 167,837 $ 167,749

~~Interest payable included in trade and other payables and~~Note holder enter into a consolidation of the principal ~~outstanding as at October 31, 2020~~sums of prior notes (“Consolidated Note’) that were entered into between the dates of January 1, 2017, and January 31, ~~2020 are as follows:~~

October 31,
2020

January 31,
2020

Interest payable $ 660,788 $ 492,951
Note payable $ 3,725,500 $ 3,730,500

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 will be 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.

October 31,
2023

January 31,
2023

Note payable

$
2,225,500

$
2,225,500

Note 4:

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

Interest expenses recorded in three and nine months ended October 31, ~~2020~~2023 and ~~2019~~2022 is as follows:

For the Three Months
Ended October 31,

For the Nine Months
Ended October 31,

2020 2019 2020 2019
Interest expense $ 717 $ 716 $ 2,134 $ 2,126

~~Interest payable included in trade and other payables and the principal outstanding as at October 31, 2020 and January 31, 2020 are as follows:~~

October 31,
2020

January 31,
2020

Interest payable $ 6,440 $ 4,306
Note payable $ 305,266 $ 305,266

~~F-14~~

~~ECO SCIENCE SOLUTIONS, INC.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Nine months ended October 31, 2020~~

~~NOTE 7: NOTES PAYABLE (cont’d)~~

For the Three Months
Ended October 31,

For the Nine Months
Ended October 31,

2023

2022

2023

2022

Interest expenses

$ 716

$ 716

$ 2,126

$ 2,126

October 31,
2023

January 31,
2023

Interest payable

$ 14,968

$ 12,842

Note payable

$ 305,266

$ 305,266

Note 5:

On September 12, 2018, the Company received ~~amount of~~ $14,422 from a third party. The notes bear interest at a rate of 1% per annum, and are due nine months from issue date.

F-10
Table of Contents
Interest expenses recorded in three and nine months ended October 31, ~~2020~~2023 and ~~2019~~2022 is as follows:

For the Three Months
Ended October 31,

For the Nine Months
Ended October 31,

2020 2019 2020 2019
Interest expense $ 36 $ 37 $ 108 $ 108

For the Three Months
Ended October 31,

For the Nine Months
Ended October 31,

2023

2022

2023

2022

Interest expenses

$ 36

$ 36

$ 108

$ 108

October 31,
2023

January 31,
2023

Interest payable

$ 741

$ 633

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 due in three years from issue date.
Interest ~~payable included~~expenses recorded in ~~trade~~three and ~~other payables and the principal outstanding as at~~nine months ended October 31, ~~2020~~2023 and ~~January 31, 2020 are~~2022 is as follows:

October 31,
2020

January 31,
2020

Interest payable $ 291 $ 183
Note payable $ 14,422 $ 14,422

For the Three Months
Ended October 31,

For the Nine Months
Ended October 31,

2023

2022

2023

2022

Interest expenses

$ 5,293

$ 5,293

$ 15,706

$ 15,707

October 31,
2023

January 31,
2023

Interest payable

$ 60,813

$ 45,107

Note payable

$ 350,000

$ 350,000

NOTE 8:6: CONVERTIBLE NOTE PAYABLE

During ~~fiscal 2018,~~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. AtOn November 1, 2018, the Maturity Date, ~~of this convertible debenture,~~the Lender has the option to:

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

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

The ~~total beneficial~~note has a conversion feature with a fixed discount ~~recognized~~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 FASB Codification 2730.15 through 2730.17, 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 note of $248,432 was ~~$496,864 which is being~~ amortized over the ~~terms~~one-year term of the convertible ~~notes~~note payable.  During the years ended January 31, 2019 and 2018 the Company recognized interest expense of $371,969 and $124,895, respectively, related to the amortization of the beneficial conversion feature discount. The unamortized balance of the beneficial conversion feature was $0 and $371,969 as of January 31, 2019 and January 31, 2018, respectively.

F-11
Table of Contents
As at the date of this report, the Lender has not made a demand for payment and the note is in default.

At October 31, ~~2020~~2023 and January 31, ~~2020,~~2023, convertible ~~note~~notes payable consisted of the following:

October 31,
2020

January 31,
2020

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

~~F-15~~

~~ECO SCIENCE SOLUTIONS, INC.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Nine months ended October 31, 2020~~

~~NOTE 8: CONVERTIBLE NOTE PAYABLE (cont’d)~~

October 31,
2023

January 31,
2023

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 three and nine months ended October 31, ~~2020~~2023 and ~~2019~~2022 is as follows:

For the Three Months
Ended October 31,

For the Nine Months
Ended October 31,

2020 2019 2020 2019
Interest expense $ 3,598 $ 3,598 $ 10,715 $ 10,676

For the Three Months
Ended October 31,

For the Nine Months
Ended October 31,

2023

2022

2023

2022

Interest expenses

$ 3,597

$ 3,598

$ 10,676

$ 10,676

October 31,
2023

January 31,
2022

Interest payable

$ 85,679

$ 75,003

NOTE 9:7: RELATED PARTY TRANSACTIONS

As of October 31, ~~2020,~~2023 and January 31, ~~2020,~~2023, related parties and former related parties are due a total of ~~$2,848,861~~$6,561,572 and ~~$2,371,738, respectively.~~

October 31,
2020

January 31,
2020

Related party payables (1)(2)(4)(5)(6)(7)

$
1,556,757

$
1,365,333

Notes payable (3)(4)

1,676,274

1,298,649

Total related party transactions

$
3,233,031

$
2,371,738

$5,965,924, respectively:

October 31,
2023

January 31,
2023

Related party payables (1)(2)(3)(4)(5)(6)

$ 3,040,473

$ 2,793,945

Notes payable (1)(3)(4)

3,521,099

3,171,979

Total related party transactions

$ 6,561,572

$ 5,965,924

Services provided from related parties and former related parties:

Three Months Ended
October 31,

Nine Months Ended
October 31,

2020 2019 2020 2019
Mr. Jeffery Taylor (1)

$
28,750

$
28,750

$
86,250

$
86,250

Mr. Don Lee Taylor (1)

26,250

26,250

78,750

78,750

Ms. Jennifer Taylor (2)

9,000

9,000

27,000

27,000

Mr. Michael Rountree (4)

30,000

30,000

90,000

90,000

L. John Lewis (5)

-

(20,000
)

-

40,000

S. Randall Oveson (6)

-

(20,000
)

-

40,000

Mr. Andy Tucker (7)

-

(13,333
)

-

46,667

$
94,000

$
184,000

$
282,000

$
408,667

Three Months Ended
October 31,

Nine Months Ended
October 31,

2023

2022

2023

2022

Mr. Jeffery Taylor (1)(a)

$ -

$ 28,750

$ 9,584

$ 86,250

Mr. Don Lee Taylor (1)(a)

-

26,250

8,750

78,750

Ms. Meredith Rountree (2b)

-

22,500

-

67,500

Ms. Jennifer Taylor (2a)

-

9,000

-

27,000

Mr. Michael Rountree (3)(a)

62,500

62,500

187,500

187,500

$ 62,500

$ 149,000

$ 205,834

$ 447,000

F-12
Table of Contents
Interest expenses ~~from~~due to related ~~parties:~~

Three Months Ended
October 31,

Nine Months Ended
October 31,

2020 2019 2020 2019
Mr. Jeffery Taylor (3)

$
-

$
-

$
-

$
21

Mr. Don Lee Taylor (3)

33

33

98

108

Mr. Michael Rountree (4)

3,405

1,697

9,272

3,763

Mr. Lewis (5)

428

429

1,276

1,272

$
3,866

$
2,159

$
10,646

$
5,164

~~Revenue from~~parties and former related parties:

Three Months Ended
October 31,

Nine Months Ended
October 31,

2020 2019 2020 2019
Greenfield Groves Inc. (5) $ 2,697 $ 4,197 $ 8,091 $ 4,197

~~F-16~~

~~ECO SCIENCE SOLUTIONS, INC.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Nine months ended October 31, 2020~~

~~NOTE 9: RELATED PARTY TRANSACTIONS (cont’d)~~

Three Months Ended
October 31,

Nine Months Ended
October 31,

2023

2022

2023

2022

Mr. Don Lee Taylor (1)(b)

$ 33

$ 33

$ 98

$ 98

Mr. Michael Rountree (3)(b)

8,012

6,585

23,091

18,344

Mr. Lewis (4)

428

428

1,271

1,271

$ 8,473

$ 7,046

$ 24,460

$ 19,713

(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 ~~November 20,~~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, ~~each~~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 ~~Lee~~ Taylor ~~resigned as officers and directors of the Company.~~
~~On December 21, 2015,~~ the Company ~~entered into~~agreed to accrue fees under their respective employment agreements ~~with Mr. Jeffery Taylor and Mr. Don Lee Taylor for a period~~through the end of ~~24 months, where~~February 2023, after the contract may be renewed in one-year terms at the election of both parties.  Jeffery Taylor shall receive an annual gross salary of $115,000 and Don Lee Taylor shall receive an annual gross salary of $105,000 payable in equal installments on the last day of each calendar month and which ~~may be accrued until such time as~~ the Company has sufficient cash flow to settle amounts payable.  Further under the terms of the respective agreements all inventions, innovations, improvements, know-how, plans, development, methods, designs, analyses, specifications, software, drawings, reports and all similar or related information (whether or not patentable or reduced to practice) which relate to any of the Company's actual or proposed business activities and which are created, designed or conceived, developed or made by the Executive during the Executive's past or future employment by the Company or any Affiliates, or any predecessor thereof ("Work Product"), belong to the Company, or its Affiliates, as applicable. During the nine months ended October 31, 2020, the company paid $106,500 to Mr. Jeffery Taylor and $0 to Mr. Don Lee Taylor. As at October 31, 2020 there was a total of $38,887 owing to Mr. Jeffery Taylor (January 31, 2020 - $59,137) and $270,450 to Mr. Don Lee Taylor (January 31, 2020 - $191,700), respectively, in accrued and unpaid salary under the terms of the employment agreement.
shall incur no further expense.

(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, where after the contract may be renewed in one-year terms at the election of both parties.  Jeffery Taylor shall receive an annual gross salary of $115,000 and Don Lee Taylor shall receive an annual gross salary of $105,000 payable in equal 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, 2023 and 2022, the company paid $15,000 and $67,500, respectively, to Mr. Jeffery Taylor and $0 and $56,000, respectively, to Mr. Don Lee Taylor. On October 31, 2023, there was a total of $44,721 owing to Mr. Jeffery Taylor (January 31, 2023 - $50,137) and $426,450 to Mr. Don Lee Taylor (January 31, 2023 - $417,700), 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 2023 and January 31, 2023, there was a total of $0 owing to Mr. Jeffery Taylor, and $13,000 to Mr. Don Lee Taylor.
~~(2)~~
(2a)
For three and nine months ended October 31, ~~2020~~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. For three and nine months ended October 31, ~~2019~~2022, the Company was invoiced a total of $9,000 and $27,000, ~~respectively, as consulting services by Ms. Jennifer Taylor, sister of the Company's officers and directors. As at~~respectively. On October 31, ~~2020~~2023 and January 31, 2023 there was a total of ~~$85, 000~~$166,000 in accrued and unpaid ~~(January 31, 2020 - $58,000)~~ consulting fees.
~~(3)~~
~~On February 17, 2016,~~
(2b)
For three and nine months ended October 31, 2023, the Company ~~issued promissory notes to Mr. Jeffery Taylor, CEO,~~was invoiced a total of $0, as consulting services included in research and development by Ms. Meredith Rountree, sister of the ~~amount~~Company’s Chief Executive Officer. For three and nine months ended October 31, 2022, the Company was invoiced a total of ~~$17,500~~$22,500 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~~67,500, respectively On October 31, 2023 and January 31, ~~2017, the company repaid $2,500 to Mr. Jeffery Taylor and $2,500 to Mr. Don Lee Taylor. As at October 31, 2020~~2023 there was a total of ~~$0 owing to Mr. Jeffery Taylor (January 31, 2020 - $0)~~$161,250 in accrued and ~~$13,000 to Mr. Don Lee Taylor (January 31, 2020 - $13,000), respectively.~~
unpaid consulting fees.
~~(4)~~
F-13
Table of Contents
(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~~Company’s Chief Operating Officer for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Rountree has a base salary at an annual rate of $120,000.  The Board shall review the Base Salary on an annual basis and may, but is not required to, make upward adjustments from time to time. On December 8, 2020, Michael Rountree was appointed interim CFO and Treasurer.
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 ~~$120,000~~$62,500 and $187,500 as fees in the ~~fiscal years~~three and nine months ended ~~January~~October 31, ~~2020~~2023 and ~~2019~~2022 under the terms of this agreement, all of which remains unpaid. As at October 31, ~~2020~~2023 there was a total of ~~$410,000~~$1,127,500 (January 31, ~~2020~~2023 - ~~$320,000)~~$940,000) in accrued and unpaid salary under the terms of the employment agreement.
~~During the year ended January 31, 2019, the Company issued promissory notes to Rountree Consulting, a company controlled by Mr. Rountree, in the accumulated amount of $379,319.~~
During the fiscal year ended January 31, 2020 the Company issued promissory notes to Rountree Consulting, a company controlled by Mr. Rountree, in the accumulated amount of $805,901. The notes bear interest at a rate of 1% per annum, each is due nine months from issue date.
~~During~~
In addition, during the nine months ended October 31, ~~2020, the Company issued promissory notes to Rountree Consulting, a company controlled by~~2023 and 2022, Mr. Rountree ~~in the~~funded a total accumulated amount of ~~$377,625.~~
$31,235 and $36,757, respectively, for the Company’s expenses. As at October 31, 2023, Mr. Rountree was owed total expenses of $288,571 (January 31, 2023 - $257,336).

~~F-17~~
~~ECO SCIENCE SOLUTIONS, INC.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Nine~~
(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. has agreed to accept 500,000 unregistered, restricted shares of the Company’s common stock at a price of US $0.50per 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 nine months ended October 31, ~~2020~~

~~NOTE 9: RELATED PARTY TRANSACTIONS (cont’d)~~

2023, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $349,120.
F-14
Table of Contents
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.
(4)
~~Licensing~~
(a) Employment agreement with ~~Haiku Holdings LLC ("Haiku")~~
On March 1, 2019 the Company and Haiku Holdings LLC "Haiku", a company controlled by our COO, Mr. Rountree, entered into a Trademark Licensing Agreement. Under the terms of the agreement, the Licensed Marks, including and incorporating Herbo, may be used by Haiku to facilitate the Company's business including lead generation and referral services. Further, as a result of any revenue generating business generated by Haiku, the Company shall receive 90% of the net revenue. The license remains in effect for a period of ten (10) years from the effective date of the agreement and may be terminated on sixty (60) days written notice by the Company should there be a material breach which remains uncured, or at any time on ten (10) days written notice by Haiku without cause.
~~Software Reseller Agreement with Haiku Holdings LLC ("Haiku")~~
Effective July 1, 2019, the Company (“Reseller”) entered into a Software Reseller Agreement with respect to the Herbo suite of software offerings with Haiku (“Licensor”). Licensor is the owner of certain computer software-as-a-service offerings and related documentation that it provides to end users. Under the terms of the agreement, the Reseller desires (a) a non-exclusive license of the Software and (b) a non-exclusive, non-transferable, non-assignable and limited right and license to reproduce, market, and distribute such Software, and Licensor agrees to grant to Reseller such right and license. Under the terms of the agreement for each respective End User License Agreement (EULA) entered into with an End User, Reseller shall pay Licensor the corresponding license fee for the software usage of 10% of gross receipts from End Users. Fees are due on or prior to the 15th day of each calendar month in respect of all gross receipts received from End Users during the previous calendar month.
During the three and nine months ended October 31, 2020 the company recorded $1,543 and $5,278 as license fees under costs of sales, respectively. During the three and nine months ended October 31, 2019 the company recorded $1,339 and $1,339 as license fees under costs of sales, respectively.

~~(5)~~
~~Revenue from Greenfield Groves Inc.~~
Greenfield Groves Inc. is owned by Lindsay Giguiere, wife of Gannon Giguiere, who is the president of Phenix Ventures LLC (See Note 11(b) below), and an over 5% shareholder of the Company’s common stock.

~~(6)~~
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 ~~Board shall review the Base Salary on an annual basis and may, but is not required to, make upward adjustments from time to time.  The~~ employment agreement was not renewed on expiry. ~~As at~~On October 31, ~~2020~~2023 there was a total of $240,000 in accrued and unpaid salary under the terms of the employment agreement (January 31, ~~2020~~2023 - $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 has been recorded in Accounts payable – related parties.~~
On July 31, 2018, the Company issued promissory notes to Mr. Lewis to convert the payable to note payable in the amount of $170,000. The notes bear interest at a rate of 1% per annum, each is due nine month from issue date.
~~On April 15, 2020 Mr. L. John Lewis resigned all positions with the Company’s wholly owned subsidiary Ga-Du and also resigned as a director of ESSI.~~

~~F-18~~
~~ECO SCIENCE SOLUTIONS, INC.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Nine~~ months ended ~~October~~April 30, 2018, Mr. Lewis paid $175,000 to third parties on behalf of the Company which amount has been recorded in Accounts payable – related parties.
On July 31, ~~2020~~

~~NOTE 9: RELATED PARTY TRANSACTIONS (cont’d)~~

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 is due nine month from issue date and all notes are currently in default.
~~(7)~~
(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 has a base salary at an annual rate of $120,000.  The ~~Board shall review the Base Salary on an annual basis and may, but is not required to, make upward adjustments from time to time.  The~~ employment agreement was not renewed on expiry. ~~As at~~On October 31, ~~2020~~2023 and January 31, 2023 there was a total of $240,000 in accrued and unpaid salary under the terms of the employment ~~agreement (January 31, 2020 - $240,000).~~agreement.
~~(8)~~
(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 has a base salary at an annual rate of $120,000. Compensation payments shall be divided into twelve (12) equal monthly payments, payable in arrears on the last day of each month following the commencement of the agreement, provided that any partial month worked shall be payable on the last day of such partial month. The employment agreement was not renewed on expiry. As at October 31, ~~2020~~2023 and January 31, 2023 there was a total of $240,000 in accrued and unpaid salary under the terms of the employment ~~agreement (January 31, 2020 - $240,000).~~agreement. Mr. Tucker holds approximately ~~11.45%~~10.29% of the ~~Company's~~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 he will serve, and continue to serve, the Company free from undue concern that he will not be so indemnified.

NOTE ~~10:~~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, ~~2020,~~2023 and January 31, ~~2020,~~2023, there were ~~48,557,572~~53,957,572 shares issued and ~~47,557,572~~52,957,572 shares outstanding. ~~There were no shares issued during the nine months ended October 31, 2020 or the fiscal year ended January 31, 2020.~~

F-15
Table of Contents
Series A Voting Preferred Shares

On January 11, 2016, the ~~Company's~~Company’s Board of Directors (the ~~"Board"~~“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~~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, ~~2020,~~2023 and January 31, ~~2020,~~2023, no Series A Voting Preferred Shares were issued.
~~F-19~~
~~ECO SCIENCE SOLUTIONS, INC.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Nine months ended October 31, 2020~~

NOTE ~~11:~~9: COMMITMENTS

~~(a)~~
(d)
On March 22, 2016, we entered into a two-year lease commencing April 1, 2016 for a total of 253 square feet of office and 98 square feet of reception space. Monthly base rent for the period April 1, 2016 to March 31, 2017 is $526.50 per month and increases to $552.83 per month for the subsequent year ending March 31, 2018.  Operating costs for the first year of the lease were $258.06 per month.  The Company has remitted a security deposit in the amount of $817 in respect of the lease.  Further our officers and directors have executed a personal guarantee in respect of the aforementioned lease agreement. On expiry of the lease, and to date, the Company continues to occupy the space on a month to month basis at a rate of approximately $866 per month including operating costs.

~~(b)~~
On January 10, 2017, we entered into an Equity Purchase Agreement (the "Equity Purchase Agreement") with PHENIX VENTURES, LLC ("PVLLC"). Although we are not mandated to sell shares under the Equity Purchase Agreement, the Equity Purchase Agreement gives us the option to sell to PVLLC, up to 10,000,000 shares of our common stock over the period ending January 25, 2019 (or 24 months from the date this Registration Statement is effective). The purchase price of the common stock will be set at eighty-three percent (83%) of the volume weighted average price ("VWAP") of the common stock during the pricing period. The pricing period will be the ten consecutive trading days immediately after the Put Notice date. In addition, there is an ownership limit for PVLLC of 9.99%. PVLLC is not permitted to engage in short sales involving our common stock during the commitment period ending January 25, 2019. In accordance with Regulation SHO however, sales of our common stock by PVLLC after delivery of a Put Notice of such number of shares reasonably expected to be purchased by PVLLC under a Put will not be deemed a short sale.
A Complaint was filed against Gannon Giguiere, president of Phenix Ventures, in July 2018, by the SEC, which alleges Mr. Giguiere's involvement in certain activities, of which the Company, its' officers, board members, and others directly involved with the Company, have no knowledge of. Until the Complaint is resolved, no funding will be provided by Phenix Ventures to the Company. To date, there have been no Put Notices and no funding available from Phenix Ventures under the Registration Statement; additionally, no shares have been issued pursuant to the registration statement.
~~In addition, we must deliver the other required documents, instruments and writings required. PVLLC is not required to purchase the Put Shares unless:~~

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

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

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

The Company filed an S-1 Registration Statement in respect of the foregoing on January 27, 2017 which received Effect by the Securities and Exchange Commission, on May 15, 2017. To date there has been no funding provided under the aforementioned agreement.

~~(c)~~
On June 21, 2017, Ga-Du entered into an employment agreement with Ms. Wendy Maguire, whereby Ms. Maguire accepted employment as Vice President, business development of Ga-Du for two years unless terminated earlier in accordance with the agreement. During her period of employment, Ms. Maguire had a base salary at an annual rate of $120,000. Ms. Maguire resigned as Vice President, Business Development on December 12, 2018. Prior to her resignation Ms. Maguire filed a Complaint in the United States District Court from the Western District of Washington for payment of accrued and unpaid wages, legal fees and damages. The Company ceased to accrue fees for Ms. Maguire following receipt of the complaint (ref: Note 12).

~~F-20~~
~~ECO SCIENCE SOLUTIONS, INC.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Nine months ended October 31, 2020~~

~~NOTE 11: COMMITMENTS (continued)~~

~~(d)~~   On June 21, 2017, Ga-Du entered into an employment agreement with Mr. Dante Jones, whereby Mr. Jones accepted employment as Special Advisor to Ga-Du for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Jones has a base salary at an annual rate of $120,000. The Board shall review the Base Salary on an annual basis and may, but is not required to, make upward adjustments from time to time. The employment agreement was not renewed on expiry.

~~(e)~~
On July 21, 2017, we entered into a Sublease commencing August 1, 2017 and terminating the earlier of (a) March 31, 2020, or (b) the date this sublease is terminated by sub landlord upon the occurrence of an event of default, the sublease covers a total of 6,120 square feet of office space. Monthly base rent for the period September 1, 2017 to July 31, 2018 is $14,535, and the first month of rent is free of charge. In the second year the monthly base rent increases to $15,173.  In the third year the monthly base rent increases to $15,810.  The Company has remitted a security deposit in the amount of $15,810 in respect of this sublease.  The Company has passed on recording the deferred rent relative to the one free month of rent contained within the lease as it has been determined to be immaterial. During the period ended April 30, 2018 the Company accrued rent in respect to this sublease for the months of March and April 2018 including applicable operating costs. Subsequent to October 31, 2018 the Company has abandoned the space without payment or further accruals, and the lease has been effectively terminated. AAfter deduction of the Security deposit, a balance of $21,051 remains due and payable as at October 31, ~~2020~~2023 and January 31, ~~2020.~~
2023.

~~(f)~~
(e)
The Company has entered into verbal agreements with Take2L, an ~~arms~~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.
At April 30, 2023 and January 31, 2023 Take2L had invoiced the Company a cumulative total of $1,328,810, including the original $350,000, of which at April 30, 2023 the Company has paid a total of $327,500 towards the outstanding balance payable. In each of the three and nine months ended October 31, 2023 the Company paid $0. In each of the three and nine months ended October 31, 2022 the Company paid $30,000, and $60,000 respectively.
As at October 31, ~~2020~~2023 and January 31, ~~2020~~2023 an amount of ~~$768,810 is~~$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, and with regard to other business; Take 2L has no relationship with the Company other than as a provider of services to the Company and does not hold any shares in the Company. Take 2L has continued to provide the Company essential services during the shortfall in funds to meet operational overhead as it comes due and it is expected these accounts will be settled in full as soon as resources become available.

~~(g)~~  F-16
Table of Contents
(f)
~~During fiscal 2019~~
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 ~~entered into a Consulting Agreement with Standard Consulting LLC (the "Consultant") where under~~and Plaintiffs undertook certain actions including the ~~Consultant provided business development and evaluation services relative to~~cancelation of certain shareholdings by various parties, the ~~strategic growth~~cancelation of certain debt by certain Plaintiffs, the ~~Company. Under the terms~~settlement of the contract the Consultant was compensated at a rate of $120,000 per year, payable quarterly on the first day of each quarter with a commencement date of May 1, 2018, for an initial term of six months, and renewable for a further six months on mutual agreement of the parties. Further the Company may settle amounts payable to Consultantcertain legal fees by way of issuance of shares ~~on 15 days notice. Any shares issued under~~of common stock, the ~~contract for services rendered will be issued at a 15% discount to market based on the closing market price on the day before the first day~~reconstitution of the ~~quarter. A further 1,000,000~~board and the appointment of an Ombudsman, 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 undertakes 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.
(g)
On December 23, 2020, the Company entered into a Board Advisory Agreement in 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 at October 31, 2023 Mr. Mudd was owed $340,000 which is comprised of $30,000 for each of the three months ended April 30, 2023, July 31, 2023 and October 31, 2023, $120,000 for each of the years ended January 2023 and 2022 and $10,000 for fiscal year 2021.
The term of this Agreement shall be ~~issued~~four (4) years or as set forth in the Stipulation of Order. This Agreement may be terminated by either party upon ~~commencement~~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 ~~term and are subject to a six-month leak out restriction once available for resale under Rule 144. The shares were issued prior to January 31, 2019 and~~resignation of Advisor from the ~~contract was renewed for a further six-month term during November 2018. The contract terminated at the end~~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.
F-17
Table of ~~April 2019.~~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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~~F-21~~

~~ECO SCIENCE SOLUTIONS, INC.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
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 intends to file a Form 15c2-11 in order to have its stock trading on the OTC site as soon as practicable; the Company will request the symbol ESSI.
We currently have very limited 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
Results of Operations for the three and nine months ended October 31, 2023 and 2022
As at October 31, 2023 and January 31, 2023, the Company had $2,526 and $526 in cash, prepaid expenses of $0 and $14,000 for total current assets of $2,526 and $14,526. Prepaid expenses at January 31, 2023 relate to amounts paid as an advance with respect to the acquisition of certain third party software assets acquired during the three months ended April 30, 2023 for a total purchase price of $100,000. We reflect intangible assets in respect to these software assets of $100,000 and $0 at October 31, 2023 and January 31, 2023. Total liabilities at October 31, 2023 and January 31, 2023 were $15,283,435 and $14,232,842 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.
Three months ended October 31, 2023 and 2022

For the Three Months
Ended October 31,

2023

2022

Revenue

$ -

$ -

Operating Expenses

Cost of revenue

Depreciation

Legal, accounting and audit fees

22,500

42,500

Management and consulting fees

140,500

189,500

Research, development, and promotion

107,603

218,059

Office supplies and other general expenses

5,609

12,034

Total operating expenses

276,212

462,093

Net operating loss

(276,212 )

(462,093 )

Other income (expenses)

Interest income

Interest expense

(9,806 )

(9,808 )
Interest expense, related parties

(8,473 )

(7,046 )
Total other income (expenses)

(18,279 )

(16,854 )

Net loss

$ (294,491 )

$ (478,947 )
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During each of the three months ended October 31, 2023 and 2022, the Company has generated $0 in total revenue.
During the three months ended October 31, 2023 and 2022, the Company incurred total operating expenses of $276,212 and $462,093, respectively. During the three months ended October 31, 2023 and 2022 management and consulting fees reflected a decrease from $189,500 (2022) to $140,500 (2023). Amounts incurred for accounting, audit and legal fees increased period over period and totaled $22,500 (2023) and $42,500 (2022), respectively, with the decrease predominantly relating to an decrease in fees incurred from our independent public registered accounting firm as we did not publish quarterly reports for certain periods in fiscal year 2023, but rather included such reports in our Form 10 Registration filing. During the three months ended October 31, 2023 and 2022 research and development fees incurred were $107,603 and $218,059 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, 2023. Other operating and general and administrative expenses decreased period over period from $12,034 in the three months ended October 31, 2022 to $5,609 for the three months ended October 31, 2023 relative to amounts paid for reporting costs, rent, travel and other costs.
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 (like the Herbo University on 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.
The Company recorded cumulative interest expense of $18,279 and $16,854 in respect of certain convertible notes and other loan agreements, respectively during the three months ended October 31, 2023 and 2022.
The net loss for the three months ended October 31, 2023 $294,491, as compared to $478,947 in the three months ended October 31, 2022.
Nine months ended October 31, ~~2020~~

~~NOTE 11: COMMITMENTS (continued)~~

2023 and 2022

For the Nine Months
Ended October 31,

2023

2022

Revenue

$ -

$ -

Operating Expenses

Cost of revenue

Depreciation

Legal, accounting and audit fees

108,858

94,000

Management and consulting fees

441,833

578,500

Research, development, and promotion

321,253

572,182

Office supplies and other general expenses

37,087

50,767

Total operating expenses

909,031

1,295,449

Net operating loss

(909,031 )

(1,295,449 )

Other income (expenses)

Interest income

Interest expense

(29,102 )

(29,104 )
Interest expense, related parties

(24,460 )

(19,713 )
Total other income (expenses)

(53,562 )

(48,817 )

Net loss

$ (962,593 )

$ (1,344,266 )
~~(h)~~
~~On February 1, 2019 the Company and a third party entered into a Consulting Services agreement whereunder the Consultant will provide development services relative to a suite~~6
Table of software for managing operations including accounting, inventory control and management, data management, reporting and compliance, lead generation and marketing, CRM sales management and certain other key functions. The term of the agreement is three (3) months shall be automatically renewed for successive three (3) month periods unless canceled in writing by either party thirty (30) days prior to the expiration of each term. Compensation shall be $10,000 per month payable by way of six installments of $5,000, payable February 1, 2019, and each fifteen days thereafter. On May 31, 2019, the Consultant terminated the contract, and each of the Consultant and the Company agreed the termination shall take immediately effect with no further compensation payable.Contents

~~NOTE 12: CONTINGENCIES~~
~~(1)  On July 7, 2017,~~
During each of the nine months ended October 31, 2023 and 2022, the Company has generated $0 in total revenue.
During the nine months ended October 31, 2023 and 2022, the Company incurred total operating expenses of $909,031 and $1,295,449, respectively. During the nine months ended October 31, 2023 and 2022 management and consulting fees reflected a ~~purported shareholder of Eco Science Solutions, Inc. (the "Company")~~decrease from $578,500 (2022) to $441,833 (2023). Amounts incurred for accounting, audit and legal fees increased period over period and totaled $108,858 (2023) and $94,000 (2022), ~~Mr. Jimmie Glorioso, filed a verified shareholder derivative complaint against Jeffrey L. Taylor, Don L. Taylor (collectively, Jeffrey and Don Taylor are~~respectively, with the ~~"Taylors"), L. John Lewis and S. Randall Oveson, directors and officers~~increase to fees recorded in the ~~Company,~~current period predominantly relating to an increase in fees incurred from our independent public registered accounting firm. During the nine months ended October 31, 2023 and ~~Gannon Giguiere (collectively,~~2022 research and development fees incurred were $321,253 and $572,182 respectively as the ~~Taylors, Lewis, Oveson~~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 ~~Giguiere are~~ the ~~"Individual Defendants"),~~concurrent reduction to required man hours allocated to research and development in the ~~First Judicial District Court~~current nine-month period ended October 31, 2023. Other operating and general and administrative expenses decreased period over period from $50,767 in the nine months ended October 31, 2022 to $37,087 for the nine months ended October 31, 2023 relative to amounts paid for reporting costs, rent, travel and other costs.
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.
The Company recorded cumulative interest expenses of $53,562 and $48,817 in respect of certain convertible notes and other loan agreements, respectively during the nine months ended October 31, 2023 and 2022.
The net loss for the nine months ended October 31, 2023 $962,593, as compared to $1,344,266 in the nine months ended October 31, 2022.
Statements of Cash Flows for the Nine Months ended October 31, 2023 and 2022
The Company used net cash in operations of $247,120 and $506,847 respectively during the nine-month periods ended October 31, 2023 and 2022, recorded $100,000 as net cash used for investing activities in the nine months ended October 31, 2023 compared to $0 in cash used in investing activities in the nine months ended October 31, 2022 and received cash from financing activities of $349,120 (2023) and $507,028 (2022), 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.
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Fiscal 2020 brought our first revenues from our acquired Herbo enterprise software and we expect to see increasing revenues from this suite of services as we focus on marketing to a larger more focused client base. In each of the ~~State~~years ended January 31, 2021 through 2023, and in the nine months ended October 31, 2023 the Company has continued to incur costs to expand and develop its Herbo software suite of ~~Nevada, Carson City County (the "Nevada Complaint"). Mr. Glorioso filed an amended complaint~~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 ~~about January 11, 2019.~~that this equity line will be available to us when needed.
Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect the Company’s business, results of operations and financial condition. Any future funding might require the Company to obtain additional equity or debt financing, which might not be available on terms favorable to the Company, or at all, and such financing, if available, might be dilutive.
Going Concern
These 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 ~~identified as~~unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As at October 31, 2023, the Company had a ~~nominal defendant, against which no claims are plead.~~working capital deficit of $15.28 million and an accumulated deficit of $77.34 million. The Nevada Complaint arises out of alleged materially false and misleading statements or omissions from SEC filings and/or public statements by or on behalf of Company. The Nevada Complaint asserts claims on behalfcontinuation of the Company ~~for breach~~as a going concern is dependent upon the continued financial support from its officers, directors and shareholders, the ability to raise equity or debt financing, and the attainment of ~~fiduciary duties against~~profitable operations from the ~~Individual Defendants, aiding and abetting~~Company’s future business. These factors raise substantial doubt regarding the ~~breach of fiduciary duties against Lewis, Oveson and Giguiere, against~~Company’s ability to continue as a going concern.
Other factors
Factors which may impact the ~~Individual Defendants for waste of corporate assets, and unjust enrichment against~~Company’s ongoing operations include inflation, the ~~Individual Defendants. The Nevada Complaint (1) seeks judicial declarations that (i) Mr. Glorioso may maintain this action on behalf of~~recent war in the ~~Company and (ii) all individual defendants have breached and/or aided and abetted the breach of their fiduciary duties to the Company; (2) seeks damages to the Company allegedly sustained~~Ukraine, ongoing supply chain issues as a result of the ~~acts/omissions~~recent Covid-19 pandemic, climate change and others. These events may have serious adverse impact on domestic and foreign economies which may impact the Company’s operations as a result of a variety of factors including the potential for reduced consumer spending. The Company is unable to predict the ongoing impact of these factors on the Company’s financial operations.
The unaudited consolidated financial statements reflect all ~~individual defendants; (3) seeks an order directing~~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 ~~all individual defendants~~Capital Resources
As at October 31, 2023 and January 31, 2023, the Company had $2,526 and $526 in cash, prepaid expenses of $0 and $14,000 for total current assets of $2,526 and $14,526. Prepaid expenses at January 31, 2023 relate to ~~take all~~amounts paid as an advance with respect to the acquisition of certain third party software assets acquired during the three months ended April 30, 2023 for a total purchase price of $100,000. We reflect intangible assets in respect to these software assets of $100,000 and $0 at October 31, 2023 and January 31, 2023. Total liabilities at October 31, 2023 and January 31, 2023 were $15,283,435 and $14,232,842 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.
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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 2023 or in the nine months ended October 31, 2023 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 ~~actions~~financing will depend on many factors, including the nature and prospects of any business to ~~reform~~be acquired and ~~improve~~ the ~~Company's corporate governance~~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 ~~avoid~~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 ~~alleged~~of 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 ~~harm~~effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Critical Accounting Policies
The discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s consolidated audited financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. The Company believes that understanding the basis and nature of the estimates and assumptions involved with the following aspects of the Company’s financial statements is critical to an understanding of its consolidated financial statements.
Use of Estimates
The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
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Advertising and Marketing Costs
Advertising and marketing costs are expensed as incurred and were $0 during the three and nine months ended October 31, 2023 and advertising and marketing costs are expensed as incurred and were $0 and $2,550 during the three and nine months ended October 31, 2022, respectively. Advertising and marketing costs include costs incurred with the marketing of our Herbo Software such as ad placement and other internet marketing efforts.
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 three and nine months ended October 31, 2023 and 2022. 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, 2023 and 2022 we incurred costs of sales of $0 with respect to the ~~Company.~~

~~(2)~~  licensing of our Herbo software suite. In the case of revenue earned by our wholly owned subsidiary, proceeds allocated to our revenue interest are net of associated costs.
Stock-Based Compensation
The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
Convertible Debt and Beneficial Conversion Features
The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features.
Stock Settled Debt
In certain instances, the Company will issue convertible notes which contain a provision in which the price of the conversion feature is priced at a fixed discount to the trading price of the Company’s common shares as traded in the over-the-counter market. In these instances, the Company records a liability, in addition to the principal amount of the convertible note, as stock-settled debt for the fixed value transferred to the convertible note holder from the fixed discount conversion feature. As of October 31, 2023 and January 31, 2023, $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.
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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
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. The new guidance, among other things, simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments, and amends existing earnings-per-share (“EPS”) guidance by requiring that an entity use the if-converted method when calculating diluted EPS for convertible instruments. ASU 2020-06 is effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company plans to adopt the new guidance effective January 1, 2024.
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, 2020. 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, 2023 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, 2023 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~~“First Hawaii ~~Complaint"~~Complaint”). On January 11, 2018, a purported shareholder of the Company, Mr. Marc D'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~~“Second Hawaii ~~Complaint"~~Complaint”). On February 9, 2018, the Hawaii federal court consolidated the First Hawaii Complaint and the Second Hawaii Complaint (the ~~"Consolidated~~“Consolidated Hawaii ~~Action"~~Action”). On December 10, 2018, plaintiffs in the Consolidated Hawaii Action filed their amended complaint (the ~~"Amended~~“Amended Hawaii ~~Complaint"~~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~~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'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~~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:
~~F-22~~
~~ECO SCIENCE SOLUTIONS, INC.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Nine months ended October 31, 2020~~

~~NOTE 12: CONTINGENCIES (continued)~~

~~(2) Cont'd~~

I.
(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;

~~II.~~
(2)
Appointment of Carl Mudd or such individual with similar background and qualifications to serve as Ombudsman and as Chairman of the Board.

~~III.~~
(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 ~~below:~~

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
~~IV.~~
(4)
The Company shall issue 1,400,000 restricted common stock to the law firm of Robbins, LLP, as consideration for attorney fees;

V.
(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;

~~VI.~~
(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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~~(3)   On November 3, 2017, a purported shareholder~~
Additionally, the Settlement called for 15% of the Company’s revenue and/or any financing raised by the Company ~~Mr. Hans Menos, filed a verified shareholder derivative complaint against~~be dedicated toward achieving the ~~Individual Defendants~~objectives, implementation and maintenance of the Governance Reforms.
All of the above-listed items in the ~~United States District Court for~~Order issued by the District of Nevada (the "Nevada Federal Complaint"). Mr. Menos amended the Nevada Federal Complaint on December 21, 2018. The Company is identified as a nominal defendant, against which no claims are plead. The Nevada Federal Complaint arises out of alleged materially false and misleading statements or omissions from SEC filings and/or public statements by or on behalf of Company. The Nevada Federal Complaint asserts claims on behalfHonorable Leslie Kobayashi have been implemented except putting aside 15% of the Company’s revenue and or financing as the Company ~~for breach~~has not yet generated any revenue of ~~fiduciary duties against~~substance, nor have they secured any financing to date. Mr. Rountree continues to fund the ~~Individual Defendants, for aiding~~Company with his personal funds and ~~abetting breaches~~once the Company begins generating revenue or secures financing, 15% will be put aside. Mr. Mudd, continues to act as the Ombudsman and oversees the required government reforms.
Each of ~~fiduciary duties against~~the reforms are subject to the judgement of the Ombudsman, Mr. ~~Giguiere,~~A Carl Mudd and/or the reconstituted Board and based on the availability of funding.
In addition to the aforementioned stipulations under the Settlement, Governance Reforms were set forth, in pertinent part, inter alia, as follows:
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.
10.
Maintain the Company’s website – the Company’s website is maintained and updated
11.
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
12.
Engage In-House and General Counsel – the Company has an in-house counsel and will engage general counsel as necessary
13.
Appointment of a Chief Accounting Officer – Mr. Rountree is our Chief Financial Officer
14.
Create a written Whistleblower Policy
15.
Adopt a Clawback Policy
16.
Adopt enhanced conflicts policies and practices
17.
Establish documentation of Policies and Financial Reporting Checklist
18.
Annually assess the adequacy of the Company’s internal controls
19.
Provide continuing director education and employee compliance training
20.
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. Lewis and Mr. Oveson, unjust enrichment against the Individual Defendants, waste of corporate assets against the Individual Defendants, abuse of control against the Individual Defendants, and gross mismanagement against the Individual Defendants. The Nevada Federal Complaint (I) seeks judicial declarations that (i) Mr. Menos may maintain this action on behalf ofRountree is funding the Company and ~~(ii) the Individual Defendants have breached and/or aided and abetted the breach of their fiduciary duties~~there aren’t enough funds to the Company; (2) seeks damages to the Company allegedly sustained as a result of the acts/omissions of the Individual Defendants; (3) seeks an order directing the Company and the Individual Defendants to take all necessary actions to reform and improve the Company's corporate governance in order to avoid any alleged future harm to the Company. On March 2, 2020, the parties to the Nevada Federal Complaint stipulated to the dismissal thereof, which the Court approved on March 3, 2020.

(4)    On February 1, 2019, the lead plaintiff, Mr. Richard Raschke, a purported shareholder of the Company, filed an amended consolidated class action complaint against the Company, the Taylors, and Mr. Gannon Giguiere in the United States District Court for the District of New Jersey (the "Class Action"). The Class Action arises out of alleged materially false and misleading statements or omissions from SEC filings and/or public statements by or on behalf of Company. The Class Action asserts claims against all defendants for violation of Section 10(b) of the Securities Exchange Act of 1934 (the "Act"), violation of Section 20(a) of the Act against the Taylors and Giguiere and Violation of Section 20(b) against Mr. Giguiere. The Class Action seeks (1) certification of the purported class of plaintiffs, (2) compensatory damages in favor of the class and (3) an award of reasonable costs and expenses. Defendants have moved to stay this action. By consent of the parties, the Court has agreed to suspend this matter pending resolution of the consolidated derivative action in Hawaii.

~~F-23~~
~~ECO SCIENCE SOLUTIONS, INC.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Nine months ended October 31, 2020~~

~~NOTE 12: CONTINGENCIES (continued)~~

(5)  Although the following lawsuit was not filed against the Company or any of its officers or directors, it nonetheless has a huge impact on the Company. On July 6, 2018, the Securities and Exchange Commission (the "SEC") filed a Complaint against Gannon Giguiere ("Giguiere"), president of Phenix Ventures, LLC and the Company's largest outside funder. The Complaint alleges Mr. Giguiere's involvement in certain activities, of which the Company, its' officers, board members, and others directly involved with the Company, have no knowledge of. The Complaint seeks monetary and injunctive relief. On October 24, 2018, the Court granted the U.S. Government's motion to intervene in the proceedings and stay the action pending resolution of parallel criminal proceedings (described below). Pursuant to the Complaint being filed, the Company continues to seek funding elsewhere as it requires outside funding until it generates more consistent revenue. The Company previously filed an S-1 Registration Statement whereby Phenix would fund the Company in exchange for shares of common stock, and upon Put Notices; to date, there have been no Put Notices and no funds from Phenix Ventures have been distributed to the Company under the registration statement - no shares have been issued pursuant to the Registration Statement.

(6)  On June 29, 2018, the United States Government filed an indictment as to Gannon Giguiere in the U.S. District Court for the Southern District of California. In a Superseding Indictment, filed on January 25, 2019, the United States alleges that the defendant engaged in a scheme to manipulate the market for the common stock of two penny stock issuers, including ESSI. The United States claims that Mr. Giguiere is guilty of (1) conspiracy to commit securities fraud and manipulative trading and (2) securities fraud. On April 22, 2019, Mr. Giguiere entered a plea of not guilty to each of the counts against him in the Superseding Indictment.   On July 23, 2019, defendant entered into a Plea Agreement (the “Plea”) with the Government wherein defendant plead guilty to one charge of conspiracy. Under the Plea, the Government agreed to dismiss and to not prosecute in the future, the remaining charges including, but not limited to, all charges relating to ESSI when defendant is sentenced. The sentencing hearing is currently set for April 12, 2021.

(7)  On September 10, 2018 the Company received a Letter of Summons and Notice of Complaint from Wendy Maguire, Vice President of Business Development for Ga Du Corporation, filed in the United States District Court from the Western District of Washington on September 4, 2018 and naming the Company, its subsidiary Ga Du Corporation and two of the Company's officers as Defendants. The Claims filed under the Complaint include payment of accrued and unpaid wages, legal fees and damages. The Company has filed its Answer. Plaintiff filed a Motion for Summary Judgment on March 14, 2019 on her statutory claim for unpaid wages and on her claim for breach of employment contract. The motion has been fully briefed. On May 13, 2020, plaintiff’s motion for summary judgment as to the personal liability of corporate officers of ESSI and Ga-Du under the Washington Wage Rebate Act was Granted. Corporate officers of ESSI and its subsidiary Ga-Du are jointly and severally liable (along with ESSI and its wholly-owned subsidiary Ga-Du) for $240,000 in unpaid wages, another $240,000 in exemplary damages, attorney’s fees, and prejudgment interest. Defendants’ cross-motions regarding personal liability was denied. A total of $746,501 is reflected as a liability on the Company’s balance sheets in respect to this judgment.

~~The Company is vigorously defending~~implement all of the ~~aforementioned lawsuits where~~requirements of the ~~action has~~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 ~~adjudicated, dismissed or judgement entered. The successful defense~~completed within four years; however, the implementation of ~~any of~~each remains at the ~~outstanding lawsuits is undeterminable at this time, as are the extent of any possible damages.~~
~~F-24~~
~~ECO SCIENCE SOLUTIONS, INC.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~Nine months ended October 31, 2020~~

~~NOTE 13: SUBSEQUENT EVENTS~~

~~On November 17, 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.), approving a settlement (the “Settlement”). Terms of the Settlement are set forth in Note 12(2) above. The related Order was granted on December 3, 2020.

~~On December 8, 2020, the Company cancelled One Million Five Hundred Thousand Dollars ($1,500,000) of debt owed to Phenix Ventures, an entity controlled by Gannon Giguiere.~~
~~On December 8, 2020, the Company entered into a Promissory Note in the amount of Three Hundred Fifty Thousand Dollars ($350,000) with Robbins LLP.~~
~~On December 8, 2020 Jeffery Taylor resigned his position as Chairman of the Board, Don Taylor resigned his positions as CFO, Member of the Board of Directors,~~discretion, and ~~Treasurer, and Michael Rountree was appointed interim CFO and Treasurer. The resignations were pursuant~~subject to the ~~Order and Judgment in~~judgement, of Mr. Mudd. In the ~~settlement of the aforementioned lawsuit.~~
~~On December 8, 2020 the Company issued 1,400,000 sharse of restricted common stock to the law firm of Robbins, LLP, as consideration for attorney fees.~~
Between December 8, 2020 and December 15, 2020, the following shareholders returned shares to the Company’s Transfer Agent for cancellation: (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.
~~The Company has evaluated subsequent events from the balance sheet date through the date~~event that ~~the financial statements were issued and determined that there are no additional subsequent events to disclose.~~

~~F-25~~

~~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~~begin to ~~update any~~generate income, or secure financing, the Company will fail.
Of the aforementioned reforms, there has been one new independent Director appointed, an Audit Committee has been appointed, consisting solely of Mr. Mudd, the ~~forward-looking statements to conform these statements to actual results.~~

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 ~~Company's unaudited financial statements are stated in United States Dollars (US$)~~remaining reforms will be implemented 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~~adopted as funding becomes available and the ~~related notes that appear elsewhere in~~Company begins generating revenue.
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At this ~~quarterly report.~~

~~The following discussion contains forward-looking statements that reflect the Company's plans, estimates~~time, Mr. Rountree, our CEO 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,~~CFO is funding the Company ~~changed its name to Eco Science Solutions, Inc. ("ESSI")~~

With headquarters in Maui, Hawaii, Eco Science Solutions, Inc. is a bio and software technology-focused Company targeting the multibillion-dollar health and wellness industry. As consumers continue to take ownershipwith his personal funds.
The Settlement additionally calls for 15% of their health, wellness and alternative medicines they consume, there is a growing shift away from the sole dependence on large pharmaceutical companies and prescription drugs.  Thus, in 2020 and beyond, there will be a growing need for both established and new health and wellness businesses to address this increasing demand. In recent years the Company has changed the focus of its original strategy from App based revenue to revenue generated from several key operational areas, including the licensed Herbo Enterprise Software. Herbo is a customizable, all-in-one business software (SaaS) and resource for businesses in the Cannabis and Hemp industries. Herbo provides the software, custom web development, operational training and support needed to plan and manage Marijuana or ~~CBD businesses. The software has provided businesses with intelligence software for over 15 years, while offering seed-to-sale software solutions to the Cannabis and Hemp industries since 2010.~~

~~Cultivators, Processors, Manufacturers, Labs, Distributors, Transporters, Dispensaries, Retailers and Regulators, from seed-to-CPA are all target users of Herbo.~~

5
Headquartered in Maui, Hawaii, with operations in Southern California, Eco Science Solutions, Inc. is an enterprise technology Company delivering solutions to the global health and wellness industry. The Company continues to develop its Herbo Platform, a 360-degree ecosystem for business location, communications between consumers and business operators, inventory management / selection, payment facilitation, delivery arrangement and unitized accounting.
* Eco Science Solutions, Inc. is not in the business of growing, manufacturing, or distributing cannabis.

~~Current business overview~~

~~Our business operations commenced generating modest revenues subsequent to our fiscal year ended January 31, 2018 and up to the period ended October 31, 2018, when the initial phase of our eXPO~~^TM beta revenue model testing were complete. Subsequently the operations were suspended through August 2019, during which time AFN solidified its’ primary banking relationship and is now able to service and scale as needed with the client’s needs. While AFN re-commenced operating the eXPO^TM platform during August 2019, Ga-Du does not yet have any additional revenue allocations. Presently AFN is growing exclusively on a Member referral basis. We expect revenue from this agreement to resume during fiscal 2021. During fiscal 2020 we took steps to shift our focus to monetizing our Herbo branded apps and recently developed enterprise software to assist companies in the cannabis industry to simplify their processes, remain compliant, and enjoy steady growth.

During fiscal 2020 the Company and Haiku Holdings LLC ("Haiku"), a company controlled by our COO, Mr. Mike Rountree, entered into a Trademark Licensing Agreement whereunder our Licensed Marks, including and incorporating Herbo, may be used by Haiku to facilitate business including lead generation and referral services. Subsequently our agreements with Haiku were expanded to include a Software Reseller Agreement with respect to the Herbo suite of enterprise software offerings owned by Haiku. Under the terms of our Reseller agreements with Haiku we commenced generating revenues from licensing of the Herbo software during fiscal 2020 and continue to seek expansion of this growing area of operation during fiscal 2021.

~~Results of Operations~~

~~Comparison of the three months ended October 31, 2020 and 2019:~~

The following summary of the Company's results of operations should be read in conjunction with the Company's unaudited consolidated financial statements for the three months ended October 31, 2020 and 2019:

For the Three Months
Ended October 31,

2020 2019
Revenue

$
12,732

$
9,194

Revenue, related parties

2,697

4,197

Total revenue

15,429

13,391

Operating expenses:

Cost of revenue

12,625

17,754

Depreciation

193

1,106

Legal, accounting and audit fees

42,784

69,139

Management and consulting fees

214,122

75,541

Research, development, and promotion

36,892

66,468

Office supplies and other general expenses

7,692

19,655

Advertising and marketing

1,810

10,599

Total operating expenses

316,118

260,262

Net operating loss

(300,689
)

(246,871
)

Other income (expenses)

Interest income

-

3,000

Interest expense

(64,723
)

(63,204
)
Other expense

(506,502
)

(127,833
)
Total other income (expense)

(571,225
)

(434,908
)
Net loss

$
(871,914
)

$
(434,908
)

6
~~Revenue~~

During the three months ended October 31, 2020, the Company generated $15,429 in total revenue of which $2,697 was from contracts with related parties, as compared to $13,391 in the three months ended October 31, 2019, with $4,197 related to contracts with related parties. Revenue recorded during the most recently completed three-month period relates directly to the licensing of the Herbo enterprise software to various customers. We entered into amendments to certain licensing and marketing agreements subsequent during fiscal 2019 which provide for fee-based income calculated retroactively between March and October 2018 as a result of certain beta trials with respect to the eXPO^TM ~~platform, as at October 31, 2020, the amounts generated from this agreement have not been received~~financing raised by the Company ~~and therefore while revenue has~~to go toward the afore-mentioned governance reforms, along with compliance fees. To date, there haven’t been ~~generated, no revenue has been recorded in our financial statements. We intend to record the revenue attributable to the Company of $28,431 upon receipt.~~

~~Cost of Revenue~~

~~Costs of revenue consist of the direct expenses incurred to generate revenue, including fees and commissions payable. Such costs are recorded~~funds put aside as incurred. During the three months ended October 31, 2020 we incurred costs of $12,625 as compared to $17,754 during the three months ended October 31, 2019. Current costs are related to sales of our licensed Herbo enterprise software. Our ongoing costs of revenue will consist consists primarily of fees and commissions paid in respect to the operation and installation of our Herbo enterprise software. In the case of revenue earned by our wholly owned subsidiary, when recorded, proceeds allocated to our revenue interest are net of associated costs.

~~General and Administrative Expenses~~

For the three Months
Ended October 31,

2020 2019 Variances
Operating expenses:

Cost of revenue

$
12,625

$
17,754

$
(5,129
)
Depreciation

193

1,106

(913
)
Legal, accounting and audit fees

42,784

69,139

(26,355
)
Management and consulting fees

214,122

75,541

138,581

Research, development, and promotion

36,892

66,468

(29,576
)
Office supplies and other general expenses

7,692

19,655

(11,963
)
Advertising and marketing

1,810

10,599

(8,789
)
Total operating expenses

$
316,118

$
260,262

$
55,856

General and administrative expenses during the three-month period ended October 31, 2020 of $316,118 ($260,262- 2019) include management and consulting fees of $214,122 as compared to $75,541 in the comparative three months ended October 31, 2019. This increase to consulting fees is due to the addition of certain consultants in the current three month period as compared to prior reporting period, as the Company changed its focus to the Herbo suite of software. Expenditures of $1,810 during the three months ended October 31, 2020 (2019 - $10,599) on advertising and marketing reflect a reduction in costs paid to Yahoo as the Company has refocused its marketing efforts on its licensed Herbo enterprise software suite through a reseller agreement and curtailed its app marketing expenses during the current three-month period. During the current three months the Company recorded costs of revenue of $12,732 compared to $9,194 in the prior comparative three-month period ended October 31, 2019 as we were able to expand our customer base for our licensed Herbo Enterprise Software. Legal, accounting and audit fees incurred in the three-month period ended October 31, 2020 of $42,784 have also decreased as compared to $69,139 in the prior comparative period as the Company's legal fees with respect to certain ongoing litigation declined in the current period as legal actions have moved to settlement phase.   The Company expended $36,892 on research, development and promotion in the current three months ended October 31, 2020, a reduction in the current period due to the fact the Company was required to spend less on updates and improvements to our licensed Herbo enterprise software as compared to $66,468 expended in the same three months ended October 31, 2019. Office supplies and other general expenses decreased period over period and totaled $7,692 (2020) and $19,655 (2019), respectively, with the decrease primarily relating to a reduction in travel for staff and consultants due to the impact of COVID-19.

T~~he Company increased its operating expenses by $55,856 over the respective three-month periods ended October 31, 2020 and 2019.~~
7

The Company recorded interest expense of $64,723 and $63,204 in respect of certain convertible notes and other loan agreements, respectively during the three months ended October 31, 2020 and 2019. Interest income recorded in the three months ended October 31, 2020 and 2019 totaled $Nil and $3,000, respectively.

The Company recorded other expenses during the three month period ended October 31, 2020 in the amount of $506,502 as compared to $127,833 during the period ended October 31, 2019. The increase to other expenses is directly related to accrued liabilities relating to a judgment against the Company as a result of litigation with a former employee.

~~The net loss in the comparative three-month periods ended October 31, 2020 and 2019 totaled $871,914 and $434,908, respectively.~~

~~Comparison of the nine months ended October 31, 2020 and 2019~~

The following summary of the Company's results of operations should be read in conjunction with the Company's unaudited consolidated financial statements for the nine months ended October 31, 2020 and 2019:

For the Nine Months
Ended October 31,

2020 2019
Revenue

$
44,991

$
9,194

Revenue, related parties

8,091

4,197

Total revenue

53,082

13,391

Operating expenses:

Cost of revenue

39,269

17,754

Depreciation

1,741

3,317

Legal, accounting and audit fees

108,021

207,089

Management and consulting fees

372,123

643,541

Research, development, and promotion

108,413

86,232

Office supplies and other general expenses

23,864

81,611

Advertising and marketing

5,050

38,502

Total operating expenses

658,481

1,078,046

Net operating loss

(605,399
)

(1,064,655
)

Other income (expenses)

Interest income

-

9,000

Interest expense

(191,926
)

(186,308
)
Total other income (expense)

(506,502
)

(127,833
)
Total other incomes (expense)

(698,428
)

(305,141
)
Net loss

$
(1,303,827
)

$
(1,369,796
)

8
~~Revenue~~

During the nine months ended October 31, 2020, the Company generated $53,082 in total revenue of which $8,091 was from contracts with related parties, as compared to $13,391 with $4,197 from contracts with related parties in the nine months ended October 31, 2019. Revenue recorded during the most recently completed nine-month period relates directly to the licensing of the Herbo enterprise software to various customers. We entered into amendments to certain licensing and marketing agreements subsequent during fiscal 2019 which provide for fee-based income calculated retroactively between March and October 2018 as a result of certain beta trials with respect to the eXPO^TM platform, as at October 31, 2020, the amounts generated from this agreement have not been received by the Company and therefore while revenue has been generated, no revenue has been recorded in our financial statements. We intend to record the revenue attributable to the Company of $28,431 upon receipt.

~~Cost of Revenue~~

Costs of revenue consist of the direct expenses incurred to generate revenue, including fees and commissions payable. Such costs are recorded as incurred. During the nine months ended October 31, 2020 we incurred costs of $39,269 as compared to $17,754 during the nine months ended October 31, 2019. Current costs are related to sales of our licensed Herbo enterprise software. Our ongoing costs of revenue will consist consists primarily of fees and commissions paid in respect to the operation and installation of our Herbo enterprise software. In the case of revenue earned by our wholly owned subsidiary, when recorded, proceeds allocated to our revenue interest are net of associated costs.

~~General and Administrative Expenses~~

For the Nine Months
Ended October 31,

2020 2019 Variances
Operating expenses:

Cost of revenue

$
39,269
$
17,754
$
21,515
Depreciation
1,741 3,317 (1,576
)
Legal, accounting and audit fees
108,021 207,089 (99,068
)
Management and consulting fees
372,123 643,541 (271,418
)
Research, development, and promotion
108,413 86,232 22,181
Office supplies and other general expenses
23,864 81,611 (57,747
)
Advertising and marketing
5,050 38,502 (33,452
)
Total operating expenses

$
658,481
$
1,078,046
$
(419,565
)

General and administrative expenses during the nine-month period ended October 31, 2020 of $658,481 ($1,078,046 - 2019) include management and consulting fees of $372,123 as compared to $643,541 in the comparative nine months ended October 31, 2019. This decrease to management fees is a result of a reduction in consulting fees during the current nine-month period due to the departure of certain consultants and management and the Company’s determination not to renew certain contracts on their expiry, as well as a credit related to certain prior accrued fees for consulting services in the amount of $90,000 which were forgiven in the current nine months ended October 31, 2020. Expenditures of $5,050 during the three months ended October 31, 2020 (2019 - $38,502) on advertising and marketing reflect a reduction in costs paid to Yahoo as the Company has refocused its marketing efforts on its licensed Herbo enterprise software suite through a reseller agreement and curtailed its app marketing expenses during the current nine-month period.   During the current nine months the Company recorded costs of revenue of $39,269 compared to $17,754 in the prior comparative nine-month period as we were able to expand our customer base for our licensed Herbo Enterprise Software. Legal, accounting and audit fees incurred in the nine month period ended October 31, 2020 of $108,021 have also decreased substantially as compared to $207,089 in the prior comparative period as the Company's legal fees with respect to certain ongoing litigation declined in the current period as legal actions are moving to settlement.   The Company expended $108,413 on research, development and promotion in the current nine months ended October 31, 2020 as we continued improvements to our licensed Herbo enterprise software as compared to $86,232 in the same nine months ended October 31, 2019. Office supplies and other general expenses decreased period over period and totaled $23,864 (2020) and $81,611 (2019), respectively. The decrease primarily relates to a reduction in travel for staff and consultants due to the impact of COVID-19 in the current nine month period.

~~The Company reduced its operating expenses by $419,565 over the respective nine-month periods ended October 31, 2020 and 2019.~~
9

The Company recorded interest expense of $191,926 and $186,308 in respect of certain convertible notes and other loan agreements, respectively during the nine months ended October 31, 2020 and 2019. Interest income recorded in the nine months ended October 31, 2020 and 2019 totaled $Nil and $9,000, respectively.

The Company recorded other expenses during the three month period ended October 31, 2020 in the amount of $506,502 as compared to $127,833 during the period ended October 31, 2019. The increase to other expenses is directly related to accrued liabilities relating to a judgment against the Company as a result of litigation with a former employee.

~~The net loss in the comparative nine-month periods ended October 31, 2020 and 2019 totaled $1,303,827 and $1,369,796, respectively.~~

~~Plan of Operation~~

The Company changed the focus of its business at the close of fiscal 2016 to operate in the ecofriendly technology sector using social media sites and offering apps to generate advertising revenues and download fees. During fiscal 2017 the Company laid the groundwork for income generation from these services by investing in ongoing development of its applications, websites and visibility in both the local and global market.  The Company has invested heavily in advertising and research and development to allow its applications and ecommerce website visibility on a global stage. During fiscal 2018 we further added to our business portfolio with the acquisition of Ga-Du corporation and the entry into a licensing and marketing agreement that should see the Company generating revenues in fiscal 2019. During fiscal 2019, the Company licensed the Herbo Enterprise Software suite and completed certain customization efforts, which has allowed the Company to commence generating revenue by way of sales of software licenses during fiscal 2020 and during the current nine months ended October 31, 2020. The Company's need for ongoing capital by way of loans, sale of equity and/or convertible notes is expected to continue during the current fiscal year until we can establish substantive revenues from operations. We have also had to rely heavily on loans from related parties in our most recently completed fiscal year as we work to have our shares returned for quotation to the OTCMarkets. There are no assurances additional capital will be available to the Company on acceptable terms or that this equity line will be available to us when needed.

Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect the Company's business, results of operations and financial condition. Any future funding might require the Company to obtain additional equity or debt financing, which might not be available on terms favorable to the Company, or at all, and such financing, if available, might be dilutive.

~~Going Concern~~

These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As at October 31, 2020, the Company had a working capital deficit of $12,549,809 and an accumulated deficit of $74,351,909. 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.

10
The recent COVID-19 pandemic could have an adverse impact on the Company going forward. COVID-19 has caused significant disruptions to the global financial markets, which may severely impact the Company’s ability to raise additional capital and to pursue certain planned business activities. The Company may be required to cease operations if it is unable to finance its’ operations. The full impact of the COVID-19 outbreakMr. Rountree continues to evolve as of the date of this report and is highly uncertain and subject to change. Management is actively monitoring the situation but given the daily evolution of the COVID-19 outbreak, the Company is not able to estimate the effects of the COVID-19 outbreak on its operations or financial condition in the next 12 months. There are no assurances that the Company will be able to meet its obligations, raise funds or continue to implement its planned business objectives to obtain profitable operations.

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

~~Liquidity and Capital Resources~~

As of October 31, 2020, the Company had total current assets of $60,657, and total current liabilities of $12,610,466 as compared to $59,310 in current assets and $11,307,033 in total current liabilities at the fiscal year ended January 31, 2020. The Company has limited financial resources available outside loans from its officers and directors and funds it has obtained through use of convertible notes and loans from related parties.  We have recently commenced generating revenue from the licensing of our Herbo Enterprise Software, however, these revenues are not yet sufficient to meet our ongoing operational overhead. While the Company entered into an Equity Purchase Agreement to sell up to 10,000,000 shares of our common stock (Ref: Note 11(b)) to the financial statements contained herein) we have been unable to obtain any funding under this agreement in the most recently completed fiscal year. There can be no guarantee the Company will receive proceeds from loans, related party advances or convertible notes sufficient to meet its ongoing operational overheads. While we have generated modest revenue in fiscal 2020 and in the current quarter from the Herbo Enterprise Software, as well as $28,431 during fiscal 2019 relative to Ga-Du’s agreements with AFN, which will be recorded when received from our licensing partner, we do not yet have resources to meet our operational shortfalls. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. As noted, additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders), or from other available funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. During the most recently completed fiscal year management has obtained additional funding with success, however there is no guarantee we will be able to continue to obtain financing if and when required. The current economic downturn and ongoing impact of COVID-19 may make it difficult to find new capital sources for the Company should they be required.

~~Cash flows from operating activities~~

During the nine months ended October 31, 2020 and 2019 the Company used $370,614 and $570,318 of cash for operating activities respectively. The decrease in cash used in operating activities period over period is attributed to a reduction to the net loss reported in the nine months ended October 31, 2020 as compared to the same nine months in 2019. Current period results include an increase to related party payables of $191,424 as compared to $250,317 in the same nine-month period in 2019, and an increase to accounts payable of $739,384 in the current nine months as compared to an increase of $436,772 in the period ended October 31, 2019. The substantive increase to accounts payable and accrued liabilities is directly related to a judgment against the Company as a result of litigation with a former employee. The Company recorded an increase to prepaid expenses of $4,865 during the nine months ended October 31, 2019, with no comparable results during the current nine months ended October 31, 2020. Finally, we recorded a decrease to accounts receivable in the current nine months ended October 31, 2020 of $8,755 and an increase to related party receivables of $8,091 with no comparable results during the nine months ended October 31, 2019.

11
~~Cash flows from investing activities~~

~~During the three months ended October 31, 2020 and 2019, the Company used no cash for investing activities.~~

~~Cash flows from financing activities~~

During the nine months ended October 31, 2020 and 2019 the Company repaid $5,000 and $Nil of notes payable. Further during the current nine months ended October 31, 2020 the Company received related party loans of $377,625 as compared to $578,333 in the prior comparative nine months ended October 31, 2019.

~~Future Financings~~

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

~~Contractual Obligations~~

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

~~Off-Balance Sheet Arrangements~~

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

~~Critical Accounting Policies~~

The preparation of our condensed consolidated financial statements and notes thereto requires management to make estimates and assumptions that affect the amounts and disclosures reported within those financial statements. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, contingencies, litigation and income taxes. Management bases its estimates and judgments on historical experiences and on various other factors believed to be reasonable under the circumstances. Actual results under circumstances and conditions different than those assumed could result in differences from the estimated amounts in the financial statements. There have been no material changes to these policies during the nine months ended October 31, 2020. Refer to Note 2 to our unaudited condensed consolidated financial statements contained herein.

~~Recently issued accounting pronouncements~~

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations.
12

~~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, 2020. 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, 2020 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, 2020 that have materially, or are reasonably likely to materially, affect the Company's internal controls over financial reporting.

13
~~PART II~~

~~ITEM 1.                LEGAL PROCEEDINGS~~

(1)  On July 7, 2017, a purported shareholder of Eco Science Solutions, Inc. (the "Company"), Mr. Jimmie Glorioso, filed a verified shareholder derivative complaint against Jeffrey L. Taylor, Don L. Taylor (collectively, Jeffrey and Don Taylor are the "Taylors"), L. John Lewis and S. Randall Oveson, directors and officers in the Company, and Gannon Giguiere (collectively, the Taylors, Lewis, Oveson and Giguiere are the "Individual Defendants"), in the First Judicial District Court of the State of Nevada, Carson City County (the "Nevada Complaint"). Mr. Glorioso filed an amended complaint on or about January 11, 2019. The Company is identified as a nominal defendant, against which no claims are plead. The Nevada Complaint arises out of alleged materially false and misleading statements or omissions from SEC filings and/or public statements by or on behalf of Company. The Nevada Complaint asserts claims on behalf of the Company for breach of fiduciary duties against the Individual Defendants, aiding and abetting the breach of fiduciary duties against Lewis, Oveson and Giguiere, against the Individual Defendants for waste of corporate assets, and unjust enrichment against the Individual Defendants. The Nevada Complaint (1) seeks judicial declarations that (i) Mr. Glorioso may maintain this action on behalf of the Company and (ii) all individual defendants have breached and/or aided and abetted the breach of their fiduciary duties to the Company; (2) seeks damages to the Company allegedly sustained as a result of the acts/omissions of all individual defendants; (3) seeks an order directing the Company and all individual defendants to take all necessary actions to reform and improve the Company's corporate governance in order to avoid any alleged future harm to the Company.

(2)  On October 20, 2017, a purported shareholder of the Company, Mr. Ian Bell, filed a verified stockholder derivative complaint against the Individual Defendants in the United States District Court for the District of Hawaii (the "First Hawaii Complaint"). On January 11, 2018, a purported shareholder of the Company, Mr. Marc D' Annunzio, filed a verified stockholder derivative complaint against the Individual Defendants in the United States District Court for the District of Hawaii (the "Second Hawaii Complaint"). On February 9, 2018, the Hawaii federal court consolidated the First Hawaii Complaint and the Second Hawaii Complaint (the "Consolidated Hawaii Action"). On December 10, 2018, plaintiffs in the Consolidated Hawaii Action filed their amended complaint (the "Amended Hawaii Complaint"). The Company is identified as a nominal defendant, against which no claims are plead. The Amended Hawaii Complaint arises out of alleged materially false and misleading statements or omissions from SEC filings and/or public statements by or on behalf of the Company. The Amended Hawaii Complaint asserts claims on behalf of the Company for breach of fiduciary duty against the Taylors and Mr. Lewis and Mr. Oveson, for aiding and abetting breaches of fiduciary duties against Mr. Lewis and Mr. Oveson, for aiding and abetting breaches of fiduciary duties against Mr. Giguiere, for waste of corporate assets against the Individual Defendants, and for unjust enrichment against the Individual Defendants. The Amended Hawaii Complaint seeks damages for the alleged breaches of fiduciary duties, aiding and abetting, waste and unjust enrichment, demands restitution and disgorgement and requests an order directing the Company and all individual defendants to take all necessary actions to reform and improve the Company's corporate governance in order to avoid any alleged future harm to the Company. 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 approving terms of Settlement for an Order issued December 3, 2020, including the following:

I. ~~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;~~

~~II.~~ ~~Appointment of Carl Mudd or such individual with similar background and qualifications to serve as Ombudsman and as Chairman of the Board.~~

~~III.~~ ~~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 below:~~

~~(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~~
14

~~IV.~~ ~~The Company shall issue 1,400,000 restricted common stock to the law firm of Robbins, LLP, as consideration for attorney fees;~~

V. 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;

~~VI.~~ ~~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.~~

(3)   On November 3, 2017, a purported shareholder of the Company, Mr. Hans Menos, filed a verified shareholder derivative complaint against the Individual Defendants in the United States District Court for the District of Nevada (the "Nevada Federal Complaint"). Mr. Menos amended the Nevada Federal Complaint on December 21, 2018. The Company is identified as a nominal defendant, against which no claims are plead. The Nevada Federal Complaint arises out of alleged materially false and misleading statements or omissions from SEC filings and/or public statements by or on behalf of Company. The Nevada Federal Complaint asserts claims on behalf of the Company for breach of fiduciary duties against the Individual Defendants, for aiding and abetting breaches of fiduciary duties against Mr. Giguiere, Mr. Lewis and Mr. Oveson, unjust enrichment against the Individual Defendants, waste of corporate assets against the Individual Defendants, abuse of control against the Individual Defendants, and gross mismanagement against the Individual Defendants. The Nevada Federal Complaint (I) seeks judicial declarations that (i) Mr. Menos may maintain this action on behalf of the Company and (ii) the Individual Defendants have breached and/or aided and abetted the breach of their fiduciary duties to the Company; (2) seeks damages to the Company allegedly sustained as a result of the acts/omissions of the Individual Defendants; (3) seeks an order directing the Company and the Individual Defendants to take all necessary actions to reform and improve the Company's corporate governance in order to avoid any alleged future harm to the Company. On March 2, 2020, the parties to the Nevada Federal Complaint stipulated to the dismissal thereof, which the Court approved on March 3, 2020.

(4)    On February 1, 2019, the lead plaintiff, Mr. Richard Raschke, a purported shareholder of the Company, filed an amended consolidated class action complaint against the Company, the Taylors, and Mr. Gannon Giguiere in the United States District Court for the District of New Jersey (the "Class Action"). The Class Action arises out of alleged materially false and misleading statements or omissions from SEC filings and/or public statements by or on behalf of Company. The Class Action asserts claims against all defendants for violation of Section 10(b) of the Securities Exchange Act of 1934 (the "Act"), violation of Section 20(a) of the Act against the Taylors and Giguiere and Violation of Section 20(b) against Mr. Giguiere. The Class Action seeks (1) certification of the purported class of plaintiffs, (2) compensatory damages in favor of the class and (3) an award of reasonable costs and expenses. Defendants have moved to stay this action. By consent of the parties, the Court has agreed to suspend this matter pending resolution of the consolidated derivative action in Hawaii.

(5)  Although the following lawsuit was not filed against the Company or any of its officers or directors, it nonetheless has a huge impact on the Company. On July 6, 2018, the Securities and Exchange Commission (the "SEC") filed a Complaint against Gannon Giguiere ("Giguiere"), president of Phenix Ventures, LLC and the Company's largest outside funder. The Complaint alleges Mr. Giguiere's involvement in certain activities, of which the Company, its' officers, board members, and others directly involved with the Company, have no knowledge of. The Complaint seeks monetary and injunctive relief. On October 24, 2018, the Court granted the U.S. Government's motion to intervene in the proceedings and stay the action pending resolution of parallel criminal proceedings (described below). Pursuant to the Complaint being filed, the Company continues to seek funding elsewhere as it requires outside funding until it generates more consistent revenue. The Company previously filed an S-1 Registration Statement whereby Phenix wouldpersonally fund the Company, in exchange for shares of common stock, and upon Put Notices; to date, there have been no Put Notices and no funds from Phenix Ventures have been distributed to the Company under the registration statement - no shares have been issued pursuant to the Registration Statement.
15

(6)  On June 29, 2018, the United States Government filed an indictment as to Gannon Giguiere in the U.S. District Court for the Southern District of California. In a Superseding Indictment, filed on January 25, 2019, the United States alleges that the defendant engaged in a scheme to manipulate the market for the common stock of two penny stock issuers, including ESSI. The United States claims that Mr. Giguiere is guilty of (1) conspiracy to commit securities fraud and manipulative trading and (2) securities fraud. On April 22, 2019, Mr. Giguiere entered a plea of not guilty to each of the counts against him in the Superseding Indictment.   On July 23, 2019, defendant entered into a Plea Agreement (the “Plea”) with the Government wherein defendant plead guilty to one charge of conspiracy. Under the Plea, the Government agreed to dismiss and to not prosecute in the future, the remaining charges including, but not limited to, all charges relating to ESSI when defendant is sentenced. The sentencing hearing is currently set for April 12, 2021.

(7)  On September 10, 2018 the Company received a Letter of Summons and Notice of Complaint from Wendy Maguire, Vice President of Business Development for Ga Du Corporation, filed in the United States District Court from the Western District of Washington on September 4, 2018 and naming the Company, its subsidiary Ga Du Corporation and two of the Company's officers as Defendants. The Claims filed under the Complaint include payment of accrued and unpaid wages, legal fees and damages. The Company has filed its Answer. Plaintiff filed a Motion for Summary Judgment on March 14, 2019 on her statutory claim for unpaid wages and on her claim for breach of employment contract. The motion has been fully briefed. On May 13, 2020, plaintiff’s motion for summary judgment as to the personal liability of corporate officers of ESSI and Ga-Du under the Washington Wage Rebate Act was Granted. Corporate officers of ESSI and its subsidiary Ga-Du are jointly and severally liable (along with ESSI and its wholly-owned subsidiary Ga-Du) for $240,000 in unpaid wages, another $240,000 in exemplary damages, attorney’s fees, and prejudgment interest. Defendants’ cross-motions regarding personal liability was denied. A total of $746,501 is reflected as a liability on the Company’s balance sheets in respect to this judgment.

The Company is vigorously defending all of the aforementioned lawsuits where the action has yet to be adjudicated, dismissed or judgement entered. The successful defense of any of the outstanding lawsuits is undeterminable at this time, as are the extent of any possible damages.

paying compliance fees.
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.
16

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.

14
Table of Contents
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit Number
Exhibit Description
(31)
Rule 13a-14(a)/15d-14(a) Certifications
~~31.1~~31*
Certification of our Chief Executive ~~Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended~~
~~Filed herewith~~
~~31.2~~
~~Certification of our~~and Chief Financial Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended
~~Filed herewith~~
(32)
Section 1350 Certifications
~~32.1~~32*
Certification of our Chief Executive ~~Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002~~
~~Filed herewith~~
~~32.2~~
~~Certification of our~~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
~~Filed herewith~~
~~(101)~~
101
~~Interactive Data Files~~
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2023, 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

~~101.INS~~
~~XBRL Instance Document~~
~~Filed herewith~~15
~~101.SCH~~
~~XBRL Taxonomy Extension Schema Document~~
~~Filed herewith~~
~~101.CAL~~
~~XBRL Taxonomy Extension Calculation Linkbase Document~~
~~Filed herewith~~Table of Contents
~~101.DEF~~
~~XBRL Taxonomy Extension Definition Linkbase Document~~
~~Filed herewith~~
~~101.LAB~~
~~XBRL Taxonomy Extension Label Linkbase Document~~
~~Filed herewith~~
~~101.PRE~~
~~XBRL Taxonomy Extension Presentation Linkbase Document~~
~~Filed herewith~~
17

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 8, 2023
/s/ Michael Rountree
CEO, CFO, COO, President, and Treasurer (Principal Executive Officer, Principal Financial and Accounting Officer)

16
~~December 21, 2020~~
~~/s/ Jeffery Taylor~~
~~Jeffery Taylor~~
~~Cheif Executive Officer~~

			Page
	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	4	3

Item 2.	~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations	5	4

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13	11

Item 4.	Controls and Procedures	13	11

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	14	12

Item 1A.	Risk Factors	16	14

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17	14

Item 3.	Defaults Upon Senior Securities	17	14

Item 4.	Mine Safety Disclosures	17	14

Item 5.	Other Information		14

Item 6.	Exhibits		15

	SIGNATURES		16

	October 31, 2020			January 31, 2020
ASSETS	(Unaudited)			(Audited)
Current assets
Cash	$	4,888		$	2,877
Accounts receivable, related party		10,788			2,697
Accounts receivable		11,989			20,744
Prepaid expenses		32,992			32,992
Total current assets		60,657			59,310

Property and equipment, net		-			1,741

TOTAL ASSETS	$	60,657		$	61,051

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	3,611,104		$	2,871,720
Related party payables		1,556,757			1,365,333
Notes payable, short-term, related party		1,676,274			1,298,649
Notes payable		4,110,118			4,115,118
Convertible note, net		1,656,213			1,656,213
Total current liabilities		12,610,466			11,307,033

Total liabilities		12,610,466			11,307,033

Stockholders' deficit
Preferred stock, $0.001 par, 50,000,000 shares authorized, none issued and outstanding at October 31, 2020 and January 31, 2020		-			-
Common stock, $0.0001 par, 650,000,000 shares authorized, 48,557,572 shares issued and 47,557,572 outstanding at October 31, 2020 and January 31, 2020		4,856			4,856
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		61,804,744			61,804,744
Accumulated deficit		(74,351,909	)		(73,048,082	)
Total stockholders' deficit		(12,549,809	)		(11,245,982	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	60,657		$	61,051

	For the Three Months Ended October 31,						For the Nine Months Ended October 31,
	2020			2019			2020			2019
Revenue	$	12,732		$	9,194		$	44,991		$	9,194
Revenue, related parties		2,697			4,197			8,091			4,197
Total revenue		15,429			13,391			53,082			13,391

Operating Expenses
Cost of revenue		12,625			17,754			39,269			17,754
Depreciation		193			1,106			1,741			3,317
Legal, accounting and audit fees		42,784			69,139			108,021			207,089
Management and consulting fees		214,122			75,541			372,123			643,541
Research, development, and promotion		36,892			66,468			108,413			86,232
Office supplies and other general expenses		7,692			19,655			23,864			81,611
Advertising and marketing		1,810			10,599			5,050			38,502
Total operating expenses		316,118			260,262			658,481			1,078,046

Net operating loss		(300,689	)		(246,871	)		(605,399	)		(1,064,655	)

Other income (expenses)
Interest income		-			3,000			-			9,000
Interest expense		(64,723	)		(63,204	)		(191,926	)		(186,308	)
Other expense		(506,502	)		(127,833	)		(506,502	)		(127,833	)
Total other income (expenses)		(571,225	)		(180,037	)		(698,428	)		(305,141	)

Net loss	$	(871,914	)	$	(434,908	)	$	(1,303,827	)	$	(1,369,796	)

Net loss per common share - basic and diluted	$	(0.02	)	$	(0.01	)	$	(0.03	)	$	(0.02	)

Weighted average common shares outstanding - basic and diluted		47,557,572			47,557,572			47,557,572			47,557,572

	Preferred Stock				Common Stock				Treasury Stock						Additional Paid in		Accumulated
	Shares		Amount		Shares		Amount		Shares			Amount			Capital		Deficit			Total
Balance, January 31, 2020		-	$	-		47,557,572	$	4,756		(1,000,000	)	$	(7,500	)	$	61,714,844	$	(73,048,082	)	$	(11,245,982	)

Net loss		-		-		-		-		-			-			-		(172,947	)		(172,947	)

Balance, April 30, 2020		-		-		47,557,572		4,756		(1,000,000	)		(7,500	)		61,714,844		(73,221,029	)		(11,418,929	)

Net loss		-		-		-		-		-			-			-		(258,966	)		(258,966	)

Balance, July 31, 2020		-		-		47,557,572		4,756		(1,000,000	)		(7,500	)		61,714,844		(73,479,995	)		(11,677,895	)

Net loss		-		-		-		-		-			-			-		(871,914	)		(871,914	)

Balance, October 31, 2020		-	$	-		47,557,572	$	4,756		(1,000,000	)	$	(7,500	)	$	61,714,844	$	(74,351,909	)	$	(12,549,809	)

	For the Nine Months ended October 31,
	2020			2019
Cash flows from operating activities:
Net loss	$	(1,303,827	)	$	(1,369,796	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,741			3,317
Bad debt on uncollected loan receivable		-			100,000
Bad debt on uncollected interest receivable		-			27,833
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable, related party		(8,091	)		-
Decrease (increase) in accounts receivable		8,755			(4,896	)
Decrease (increase) in interest receivable		-			(9,000	)
Decrease (increase) in prepaid expenses		-			(4,865	)
Increase (decrease) in accounts payable and accrued expenses		739,384			436,772
Increase (decrease) in related party payables		191,424			250,317
Net cash used in operating activities		(370,614	)		(570,318	)

Cash Flows from Investing Activities:
Net cash used in investing activities		-			-

Cash flows from financing activities:
Note payable		(5,000	)		-
Note payable, related party		377,625			578,333
Net cash provided by financing activities		372,625			578,333

Net decrease in cash		2,011			8,015

Cash-beginning of period		2,877			1,609

Cash-end of period	$	4,888		$	9,624

SUPPLEMENTAL DISCLOSURES
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

	October 31, 2020			January 31, 2020
Office equipment	$	15,528		$	15,528
Less: accumulated depreciation and amortization		(15,528	)		(13,787	)
Total property and equipment, net	$	-		$	1,741

	October 31, 2020		January 31, 2020
Office lease – Security deposits	$	13,127	$	13,127
Prepaid other expenses		19,865		19,865
Total prepaid expense	$	32,992	$	32,992

~~(7)~~ (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 has a base salary at an annual rate of $120,000. The ~~Board shall review the Base Salary on an annual basis and may, but is not required to, make upward adjustments from time to time. The~~ employment agreement was not renewed on expiry. ~~As at~~On October 31, ~~2020~~2023 and January 31, 2023 there was a total of $240,000 in accrued and unpaid salary under the terms of the employment ~~agreement (January 31, 2020 - $240,000).~~agreement.

~~(8)~~ (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 has a base salary at an annual rate of $120,000. Compensation payments shall be divided into twelve (12) equal monthly payments, payable in arrears on the last day of each month following the commencement of the agreement, provided that any partial month worked shall be payable on the last day of such partial month. The employment agreement was not renewed on expiry. As at October 31, ~~2020~~2023 and January 31, 2023 there was a total of $240,000 in accrued and unpaid salary under the terms of the employment ~~agreement (January 31, 2020 - $240,000).~~agreement. Mr. Tucker holds approximately ~~11.45%~~10.29% of the ~~Company's~~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 he will serve, and continue to serve, the Company free from undue concern that he will not be so indemnified.

	-	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.

	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.
	10.	Maintain the Company’s website – the Company’s website is maintained and updated
	11.	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
	12.	Engage In-House and General Counsel – the Company has an in-house counsel and will engage general counsel as necessary
	13.	Appointment of a Chief Accounting Officer – Mr. Rountree is our Chief Financial Officer
	14.	Create a written Whistleblower Policy
	15.	Adopt a Clawback Policy
	16.	Adopt enhanced conflicts policies and practices
	17.	Establish documentation of Policies and Financial Reporting Checklist
	18.	Annually assess the adequacy of the Company’s internal controls
	19.	Provide continuing director education and employee compliance training
	20.	Establish board oversight of Company’s expenditures

Exhibit Number		Exhibit Description
(31)		Rule 13a-14(a)/15d-14(a) Certifications
~~31.1~~31*		Certification of our Chief Executive ~~Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended~~	~~Filed herewith~~
~~31.2~~	~~Certification of our~~and Chief Financial Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended	~~Filed herewith~~
(32)		Section 1350 Certifications
~~32.1~~32*		Certification of our Chief Executive ~~Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002~~	~~Filed herewith~~
~~32.2~~	~~Certification of our~~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	~~Filed herewith~~
~~(101)~~ 101	~~Interactive Data Files~~	The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2023, 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)


~~101.INS~~	~~XBRL Instance Document~~	~~Filed herewith~~15
~~101.SCH~~	~~XBRL Taxonomy Extension Schema Document~~	~~Filed herewith~~
~~101.CAL~~	~~XBRL Taxonomy Extension Calculation Linkbase Document~~	~~Filed herewith~~Table of Contents
~~101.DEF~~	~~XBRL Taxonomy Extension Definition Linkbase Document~~	~~Filed herewith~~
~~101.LAB~~	~~XBRL Taxonomy Extension Label Linkbase Document~~	~~Filed herewith~~
~~101.PRE~~	~~XBRL Taxonomy Extension Presentation Linkbase Document~~	~~Filed herewith~~


		ECO SCIENCE SOLUTIONS, INC.

December 8, 2023		/s/ Michael Rountree
		CEO, CFO, COO, President, and Treasurer (Principal Executive Officer, Principal Financial and Accounting Officer)


		16
~~December 21, 2020~~		~~/s/ Jeffery Taylor~~
		~~Jeffery Taylor~~
		~~Cheif Executive Officer~~