RELATED PARTY TRANSACTIONS | NOTE 7: RELATED PARTY TRANSACTIONS As of July 31, 2024, and January 31, 2024, related parties and former related parties are due a total of $7,051,066 and $6,750,267, respectively: July 31, 2024 January 31, 2023 Related party payables (1)(2)(3)(4)(5)(6) $ 3,277,205 $ 3,118,025 Notes payable (1)(3)(4) 3,773,861 3,632,242 Total related party transactions $ 7,051,066 $ 6,750,267 Services provided from related parties and former related parties: Three Months Ended July 31, Six Months Ended July 31, 2024 2023 2024 2023 Mr. Jeffery Taylor (1)(a) $ - $ - $ - $ 9,584 Mr. Don Lee Taylor (1)(a) - - - 8,750 Ms. Jennifer Taylor (2)(a) - - - - Ms. Meredith Rountree (2)(b) - - - - Mr. Michael Rountree (3)(a) 62,500 62,500 125,000 125,000 $ 62,500 $ 62,500 $ 125,000 $ 143,334 Interest expenses due to related parties and former related parties: Three Months Ended July 31, Six Months Ended July 31, 2024 2023 2024 2023 Mr. Don Lee Taylor (1)(b) $ 33 $ 33 $ 65 $ 65 Mr. Michael Rountree (3)(b) 8,901 7,792 17,406 15,079 Mr. Lewis (4) 429 429 848 843 $ 9,363 $ 8,254 $ 18,319 $ 15,987 (1) Effective December 17, 2015, Mr. Jeffery Taylor was appointed to serve as Chief Executive Officer and President of the Company and Mr. Don Lee Taylor was appointed to serve as Chief Financial Officer of the Company. On January 11, 2016, Mr. Jeffery Taylor was appointed Secretary and to the Board of Directors and Mr. Don Taylor was appointed to the Board of Directors. On December 8, 2020, Jeffery Taylor resigned his position as Chairman of the Board, Don Taylor resigned his positions as CFO and a Member of the Board of Directors and accepted a role as Director of Festivals. On January 28, 2021, the Board of Directors accepted the resignation of Jeffery Taylor as Chief Executive Officer, effective as of January 31, 2021. On January 17, 2023, the Company accepted the resignation of Mr. Don Taylor as Director of Festivals and Mr. Jeffery Taylor as Director, President and Secretary. Concurrent with the resignations of Mr. Jeffery Taylor and Mr. Don Taylor the Company agreed to accrue fees under their respective employment agreements through the end of February 2023, after which the Company incurred no further expense. (a) Employment agreements with Mr. Jeffery Taylor and Mr. Don Lee Taylor On December 21, 2015, the Company entered into employment agreements with Mr. Jeffery Taylor and Mr. Don Lee Taylor for a period of 24 months, after the contract may be renewed in one-year terms at the election of both parties. Jeffery Taylor shall receive an annual gross salary of $115,000 and Don Lee Taylor shall receive an annual gross salary of $105,000 payable in equal instalments on the last day of each calendar month and which may be accrued until such time as the Company has sufficient cash flow to settle amounts payable. Further under the terms of the respective agreements all inventions, innovations, improvements, know-how, plans, development, methods, designs, analyses, specifications, software, drawings, reports and all similar or related information (whether or not patentable or reduced to practice) which relate to any of the Company’s actual or proposed business activities and which are created, designed or conceived, developed or made by the Executive during the Executive’s past or future employment by the Company or any Affiliates, or any predecessor thereof (“Work Product”), belong to the Company, or its Affiliates, as applicable. The contracts were formally terminated with an effective date of February 28, 2023, for each of Mr. Don and Mr. Jeffery Taylor. During the six months ended July 31, 2024, the company didn’t make any cash payments to both. During the fiscal years ended January 31, 2024, and 2023, the Company paid $15,000 and $90,000, respectively, to Mr. Jeffery Taylor and $0 and $56,000, respectively, to Mr. Don Lee Taylor. As at July 31, 2024, there was a total of $44,721 owing to Mr. Jeffery Taylor (January 31, 2024 - $44,721) and $426,450 to Mr. Don Lee Taylor (January 31, 2024 - $426,450), respectively, in accrued and unpaid salary under the terms of their employment agreements. (b) Note payable On February 17, 2016, the Company issued promissory notes to Mr. Jeffery Taylor, CEO, in the amount of $17,500 and to Mr. Don Lee Taylor, CFO, in the amount of $17,500, respectively. The notes bear interest at a rate of 1% per annum, maturing on August 17, 2016. During the fiscal year ended January 31, 2017, the Company repaid $2,500 to Mr. Jeffery Taylor and $2,500 to Mr. Don Lee Taylor. During the fiscal year ended January 31, 2019, the Company repaid $5,000 to Mr. Jeffery Taylor and $2,000 to Mr. Don Lee Taylor. During the fiscal year ended January 31, 2020, the Company repaid $10,000 to Mr. Jeffery Taylor and $0 to Mr. Don Lee Taylor. As at July 31, 2024 and January 31, 2024, there was a total of $0 owing to Mr. Jeffery Taylor, and $13,000 to Mr. Don Lee Taylor. (2a) For the three and six months ended July 31, 2024, and 2023, the Company was invoiced a total of $0 as consulting services by Ms. Jennifer Taylor, sister of certain of the Company’s former officers and directors. As of July 31, 2024 and January 31, 2024, there was a total of $166,000 in accrued and unpaid consulting fees. (2b) For the three and six months ended July 31, 2024, and 2023, the Company was invoiced a total of $0 as consulting services included in research and development by Ms. Meredith Rountree, sister of the Company’s Chief Executive Officer. As of July 31, 2024 and January 31, 2024, there was a total of $161,250 in accrued and unpaid consulting fees. (3) (a) Employment agreement/Executive Employment Agreement with Michael Rountree On June 21, 2017, the Company entered into an employment agreement with Michael Rountree whereby Mr. Rountree agreed to serve as the Company’s Chief Operating Officer for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Rountree was to receive a base salary at an annual rate of $120,000. The Board shall review the Base Salary on an annual basis and may, but is not required to, make upward adjustments from time to time. On December 8, 2020, Michael Rountree was appointed interim CFO and Treasurer. On January 28, 2021, as amended March 1, 2021, the Company entered into an Executive Employment Agreement (“Agreement”), effective January 31, 2021, with Michael Rountree, the Company’s current Chief Operating Officer. Michael will serve as the Chief Executive Officer, as well as the Chief Financial Officer. The term of the Agreement is for three years. Mr. Rountree shall be entitled to the amount of $250,000 per year (the “Base Salary”), which amount shall accrue, until such time as the Company has sufficient resources to remit regular payments. The Agreement provides for certain additional terms and conditions based upon the Company achieving certain financial thresholds. The Executive’s base salary may not be decreased during the Employment Term other than as part of an across-the-board salary reduction that applies in the same manner to all senior executives of the Company, or if the duties of the Executive are materially changed. We recorded $62,500 as fees in each quarter ended July 31, 2024, and 2023 under the terms of this agreement, all of which remains unpaid. As at July 31, 2024 there was a total of $1,315,000 (January 31, 2024 - $1,190,000) in accrued and unpaid salary under the terms of the employment agreement. In addition, during the six months ended July 31, 2024, Mr. Rountree funded a total accumulated amount of $15,862 for the Company’s expenses. As of July 31, 2024, Mr. Rountree was owed total expenses of $310,609 (January 31, 2024 - $294,474). (b) Note payable with Rountree Consulting, a company controlled by Mr. Rountree During the year ended January 31, 2019, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $379,319. During the fiscal year ended January 31, 2020, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $805,901. During the fiscal year ended January 31, 2021, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $395,325. On January 28, 2021, the Company entered into a Debt Settlement and Share Purchase Agreement with Rountree Consulting, Inc., owned by The Rountree Trust, wherein Rountree Consulting, Inc. a was issued 500,000 unregistered, restricted shares of the Company’s common stock at a price of US $0.50 During the fiscal year ended January 31, 2022, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $1,033,131. During the fiscal year ended January 31, 2023, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $694,874. During the fiscal year ended January 31, 2024, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $460,263. During the six months ended July 31, 2024, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $141,619. 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) (a) Employment agreement with L. John Lewis On June 21, 2017, Ga-Du entered into an employment agreement with L. John Lewis whereby Mr. Lewis accepted employment as Chief Executive Officer of Ga-Du for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Lewis has a base salary at an annual rate of $120,000. The employment agreement was not renewed on expiry. As of July 31, 2024 there was a total of $240,000 in accrued and unpaid salary under the terms of the employment agreement (January 31, 2024 - $240,000). (b) Note payable During the three months ended April 30, 2018, Mr. Lewis paid $175,000 to third parties on behalf of the Company which amount was recorded in Accounts payable – related parties. On July 31, 2018, the Company issued promissory notes to Mr. Lewis to convert the payable amount to a note payable in the amount of $170,000. The notes bear interest at a rate of 1% per annum, each was due nine months from the issue date and all notes are currently in default. (5) On June 21, 2017, Ga-Du Corporation, a wholly owned subsidiary of Eco Science Solutions Inc. entered into an employment agreement with S. Randall Oveson whereby Mr. Oveson accepted employment as Chief Operating Officer of Ga-Du for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Oveson was to receive a base salary at an annual rate of $120,000. The employment agreement was not renewed on expiry. As at July 31, 2024 and January 31, 2024 there was a total of $240,000 in accrued and unpaid salary under the terms of the employment agreement. (6) On June 21, 2017, Ga-Du entered into a consulting agreement with Andy Tucker, whereby Mr. Tucker will provide services to the Cannabis industry under development by the Company, as well as act as an advisor to various State regulators concerning the Cannabis industry for two years unless terminated earlier in accordance with the agreement. During the period of the agreement, Mr. Tucker was to receive a base salary at an annual rate of $120,000. The employment agreement was not renewed on expiry. As at July 31, 2024 and January 31, 2024 there was a total of $240,000 in accrued and unpaid salary under the terms of the employment agreement. Mr. Tucker holds approximately 10.29% of the Company’s issued and outstanding shares. (7) On January 28, 2021, the Company entered into an Indemnification Agreement with each of Michael Rountree, A. Carl Mudd and S. Randall Oveson where under the Company will indemnify each of the aforementioned parties in their respective positions as officers and/or directors, to the fullest extent permitted by applicable law, so that they will serve, and continue to serve, the Company free from undue concern that they will not be so indemnified. |