United States securities and exchange commission logo
September 14, 2023
Michael Rountree
Chief Executive Officer
Eco Science Solutions, Inc.
300 S. El Camino Real #206
San Clemente, CA 92672
Re: ECO SCIENCE
SOLUTIONS, INC.
Registration
Statement on Form 10-12G
Filed August 17,
2023
File No. 000-54803
Dear Michael Rountree:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Registration Statement on Form 10-12G
Item 1. Business, page 1
1. We note that you have
generated limited revenue from operations, and generated $0 in
revenue during the
three months ended April 30, 2023. Please update your disclosure
under "Corporate
Overview" to disclose your limited revenue and to clarify the status of
your operations. For
example, where you note that you have developed a one-stop-shop
for your clients'
business needs as part of the Herbo Enterprise Software, please indicate
whether you have any
current users of such software. Please also clearly state if you have
any customers in the
industries you mention in this section, and indicate the status of your
pursuit of business
opportunities in farming, extraction, manufacturing and distribution.
Please also disclose
your accumulated deficit and working capital deficit.
Michael Rountree
FirstName
Eco ScienceLastNameMichael
Solutions, Inc. Rountree
Comapany 14,
September NameEco
2023 Science Solutions, Inc.
September
Page 2 14, 2023 Page 2
FirstName LastName
Current Business, Strategy and Material Events, page 4
2. Please revise here, and elsewhere that you describe the Settlement
Agreement and
Stipulation, to provide a clear, concise description of the litigation
and the current status
of your compliance with the requirements of the Stipulation. Your
description implies
that some events which have been resolved have not yet occurred, such
as the hearing that
"will be held on November 17, 2020." In addition, you disclose that
the term of the
Agreement is four years. Please disclose if you must have completed
all required reforms
by this deadline, and any consequences if you do not do so. We note
your disclosure on
page 32 that remaining reforms will be implemented and adopted as
funding becomes
available and the Company begins generating revenue. Please indicate
the approximate
amount of funds needed to implement the remaining reforms, which
reforms are
remaining, and how you plan to finance these reforms. Please disclose
whether any
revenue or financing to date as been earmarked for the required
government reforms.
Item 4. Security Ownership of Certain Beneficial Owners and Management., page
24
3. Please revise your filing to disclose the business, mailing, or
residence address of the
beneficial owners. See Item 403(a) of Regulation S-K.
Item 5. Directors and Executive Officers, page 25
4. Please revise your disclosure in this section to name any company with
a class of
securities registered pursuant to section 12 of the Exchange Act or
subject to the
requirements of Section 15(d) of the Act or any company registered as
an investment
company under the Investment Company Act of 1940. As one example only,
you state
that Mr. Mudd currently, and previously, served as a member of the
board of directors and
chairman of the audit committee of other China- and U.S.-based NASDAQ
and AMEX
listed companies, but you do not name the companies.
Exhibits
5. We note your discussion of notes payable in Note 5 to the financial
statements. Please file
instruments governing the rights of holders of the notes where the
securities authorized
under such notes exceeds 10 percent of your total assets. Refer to
Item 601(b)(4)(iii)(A)
of Regulation S-K.
6. Please confirm that you have disclosed all transactions in which the
amount involved
exceeds the lesser of $120,000 or one percent of your total assets at
year end for the last
two completed fiscal years. Please also file all agreements governing
such transactions
unless the transaction is immaterial in amount of significance. Refer
to Item
601(b)(10)(ii)(A) of Regulation S-K.
7. Please file the most recent version of the Articles of Incorporation
and Bylaws of the
company. Refer to Item 601(b)(3) of Regulation S-K.
Michael Rountree
Eco Science Solutions, Inc.
September 14, 2023
Page 3
General
8. Please note that your registration statement becomes effective
automatically 60 days after
its initial filing. You will then be subject to the reporting
requirements of the Exchange
Act of 1934. Please consider withdrawing the Form 10 before it becomes
effective
automatically and submitting a new registration statement when you
respond to our
comments.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Aamira Chaudhry at 202-551-3389 or Adam Phippen at
202-551-
3336 if you have questions regarding comments on the financial statements and
related
matters. Please contact Alyssa Wall at 202-551-8106 or Erin Jaskot at
202-551-3442 with any
other questions.
Sincerely,
FirstName LastNameMichael Rountree
Division of
Corporation Finance
Comapany NameEco Science Solutions, Inc.
Office of Trade &
Services
September 14, 2023 Page 3
cc: Sharon D. Mitchell
FirstName LastName