ESSI 10-K
Eco Science Solutions, Inc. (ESSI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
For the fiscal year ended
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For the transition period from _____to_____
Commission File Number:
(Exact name of Company as specified in its charter) |
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(State or other jurisdiction of Incorporation) |
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(Address of principal executive offices) |
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Securities registered pursuant to Section 12(b) of the Act: |
None |
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Securities registered pursuant to Section 12(g) of the Act: |
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Title of class |
Common Stock, $0.0001 par value per share |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
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. ☒
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 and post such files).
Indicate by check mark whether the registrant if a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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| 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 13(a) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
The Company was not quoted on any trading platform as of July 31, 2024. Therefore, there is no aggregate market value of the voting and non-voting common equity held by non-affiliates to report as of July 31, 2024.
As of May 12, 2025,
INDEX
ECO SCIENCE SOLUTIONS INC.
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PART I.
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of federal securities laws, which are subject to a number of risks and uncertainties. All statements that are not historical facts are forward-looking statements, including statements about our business strategy, uncertainty regarding our future operating results and our profitability, anticipated sources of funds and all plans, objectives, expectations and intentions and any statements regarding future potential revenue, gross margins and our prospects for 2025 and thereafter. These statements may appear in a number of places and can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “future,” “intend,” or “certain” or the negative of these terms or other variations or comparable terminology, or by discussions of strategy.
The following factors are among those that may cause actual results to differ materially from our forward-looking statements:
| · | Need for additional capital; |
| · | Limited operating history; |
| · | Limited experience introducing new products; |
| · | Our ability to successfully expand our operations and manage our future growth; |
| · | Difficulty in managing our growth and expansion; |
| · | Dilutive effects of any raising of additional capital; |
| · | The deterioration of global economic conditions and the decline of consumer confidence and spending; |
| · | Material weaknesses reported in our internal control over financial reporting; |
| · | Our ability to protect intellectual property rights and the value of our products; |
| · | The potential for product liability claims against us; |
| · | Our dependence on third party manufacturers to manufacture our products; |
| · | Our common stock is currently classified as a penny stock; |
| · | Our stock price may experience future volatility; |
| · | The illiquidity of our common stock; and |
| · | Substantial sales of shares of our common stock. |
Actual results may vary materially from those in such forward-looking statements as a result of various factors. Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties, and assumptions. The Company’s future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements. Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider,” or similar expressions are used. References in this Annual Report on Form 10-K to the “Company,” “ESSI,” “we,” “our,” and “us” refer to Eco Science Solutions, Inc.
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ITEM 1. BUSINESS
Corporate Overview
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 (“Herbo Pay”) 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.
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. seeks 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.
The Company currently trades on the OTC Pink Markets under the trading symbol ESSI. Trading commenced on December 6, 2024.
We currently have no revenue and are actively seeking users of our software. Mr. Rountree is actively searching out businesses that would benefit from using the Herbo ERP and Herbo Pay financial software.
Corporate History
Formation and Business Development
The Company was incorporated in the state of Nevada on December 8, 2009, under the name Pristine Solutions, Inc. The Company changed its name to Eaton Scientific Systems Inc., effective November 27, 2012, and to Eco Science Solutions, Inc. in February 2014. Additionally, the Company effected a 1000 to 1 reverse split in February 2014.
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. The Settlement was subject to further consideration at the settlement hearing described below.
Pursuant to the Court's Preliminary Approval Order, a hearing was held on November 17, 2020, at 10:30 a.m. before the Honorable Leslie Kobayashi, in the United States District Court for the District of Hawaii, 300 Ala Moana Blvd C-338 Honolulu, Hawaii 96850 (for the purpose of determining: (i) whether the terms of a proposed Settlement, in accordance with the Stipulation are fair, reasonable, and adequate, and in the best interests of ESSI and its shareholders; (ii) whether the Notice fully satisfies the requirements of Rule 23.1 of the Federal Rules of Civil Procedure and due process; (iii) whether the Final Order and Judgment should be entered dismissing the Action with prejudice, and releasing the Released Persons from the Released Claims; (iv) whether the agreed-to Fee and Expense Amount should be approved; and (v) any other matters that may come before the Court.
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Further, 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” or “Stipulation”), the Order and Final Judgment was executed by the Honorable Leslie Kobayashi and filed with the Court on December 3, 2020. (See Item 3 – Legal Proceedings)
Terms of Settlement for an Order issued December 3, 2020, included, inter alia, the following:
| (1) | The resignation of Jeffery Taylor as Chairman of the Board to the Company; and Don Taylor as Chief Financial Officer and a member of the Board of Directors; |
| (2) | Appointment of Carl Mudd or such individual with similar background and qualifications to serve as Ombudsman and as Chairman of the Board. |
| (3) | The following shareholders have been ordered to return a cumulative total of 3,500,000 shares of the Company’s common stock to treasury for cancellation, as set out herein: (a) Gannon Giguiere – 1,500,000 shares; (b) Jeffery Taylor – 750,000 shares; (c) Don Taylor – 750,000 shares; (d) L John Lewis – 250,000 shares; and (e) S Randall Oveson – 250,000 Shares |
| (4) | The Company shall issue 1,400,000 restricted common stock to the law firm of Robbins, LLP, as consideration for attorney fees; |
| (5) | The Company shall enter into a Promissory Note with the law firm of Robbins, LLC for in the amount of Three Hundred Fifty Thousand Dollars ($350,000) with respect to legal fees incurred, note bearing interest at a rate of six (6%) percent per annum calculated monthly with all interest and principal due and payable no later than three (3) years from the date of the final Settlement approval; |
| (6) | Debt in the amount of One Million Five Hundred Thousand Dollars ($1,500,000) held by Phenix Ventures LLC, a company controlled by Gannon Giguiere, shall be immediately forgiven and canceled. |
Pursuant to the Stipulation, at least 15% of revenue or financing raised shall be set aside toward achieving the objectives, implementation, and maintenance of the Governance Reforms. To date, no revenues have been generated, nor have any funds been raised.
All of the above terms have been implemented, shares have been returned and cancelled, the promissory note has been entered into, both Jeffery and Don Taylor resigned all positions held in the Company, Mr. Mudd is serving as Ombudsman and Chairman of the Board. Setting aside 15% of our revenue and/or financing is incumbent on the Company raising financing and or generating revenue. The putting aside of the 15% is at the discretion of Mr. Mudd, as are the remaining items of the Order as described in more detail in Item 3 – Legal Proceedings below.
As a result of the aforementioned Settlement, on December 23, 2020, the Company approved the appointment of Mr. Carl Mudd to serve as Chairman of the Board and Ombudsman of the Company. 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, Mr. Mudd receives 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).
Among his key responsibilities as Chairman of the Board, Mr. Mudd will ensure compliance with corporate governance standards applicable to smaller reporting issuers, chair meetings of the Company’s Board, shareholders and executive sessions of the Board, coordinate the activities of the directors of the Board, serve as a formal liaison between the Company’s senior management and the directors of the Board, coordinate the activities of the Board’s operating committees and assist management in maintaining effective communication with the Company’s shareholders.
The term of this Agreement shall be four (4) years or as set forth in the Stipulation of Order. This Agreement may be terminated by either party upon thirty (30) days’ notice for material breach. In addition, this Agreement shall terminate in the event of the resignation of Advisor from the Board. In the event that all of the items relative to the compliance in the Order are not satisfied, Mr. Mudd has the ability to extend his service with the Company, remaining as the Ombudsman and Chairman of the Board. If the Company cannot raise financing or generate income, the Company will fail.
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On January 28, 2021, the Company entered into an Asset Purchase Agreement with Haiku, wherein the Company purchased the 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 (the “Software”). The terms of the Asset Purchase Agreement required that ESSI deliver to the Seller and/or it’s assigns an aggregate of 1,500,000 shares of its restricted common stock (the “Shares”). Further, ESSI will not assume and shall have no responsibility for any of the Seller’s obligations related to the Purchased Assets (including leases and liabilities of any type, kind or nature), whether fixed, accrued, contingent or otherwise, and whether arising in contract, in tort, by violation of law, by operation of law, or otherwise, and all such obligations, past, present, or arising in the future, shall remain with the Seller. A fully detailed description of the asset purchased and its applicability to the Cannabis category specifically, was filed as Schedule 1 to the Asset Purchase Agreement appended as an exhibit to the Company’s Form 8-K filed with the SEC on January 28, 2021.
On January 28, 2021, the Company entered into an Executive Employment Agreement (“Agreement”), effective January 31, 2021, as amended, with Michael Rountree, who was at the time the Company’s Chief Operating Officer. Under the Agreement, 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 is currently accruing his annual base salary of $250,000 per year until a date that the Board of Directors deems the financial ability of the Company to satisfy this Agreement is achieved. Additionally, Mr. Rountree has been issued 3,000,000 shares of Company common stock. The Employment Term and the Executive’s employment may be terminated by either the Company or the Executive at any time and for any reason or for no particular reason. Upon termination of the Executive’s employment during the Employment Term, the Executive shall be entitled to the compensation and benefits set forth in the Employment Agreement and shall have no further rights to any compensation or any other benefits from the Company or any of its affiliates.
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.
On January 28, 2021, the Company entered into a Debt Settlement and Share Purchase Agreement with Rountree Consulting, Inc., a company owned by The Rountree Trust, wherein Rountree Consulting, Inc. agreed to accept 500,000 unregistered, restricted shares of the Company’s common stock at a price of US $.50 per share (collectively, the “Shares”), in settlement of a portion, in the amount of $250,000 (the Settled Debt) of the total debt owed to Rountree Consulting, Inc. by the Company.
On January 28, 2021, the Board of Directors accepted the resignation of Jeffery Taylor as Chief Executive Officer, effective January 31, 2021, and Michael Rountree accepted the appointment of Chief Executive Officer of the Company, effective January 31, 2021. Michael Rountree holds the positions of Chief Executive Office, Chief Operating Officer and Chief Financial Officer, as well as President and Treasurer.
On May 14, 2021, the Board of Directors approved agreements to indemnify each member of the Board to the fullest extent permitted by applicable law, so that each member will serve, and continue to serve, the Company free from undue concern that he will not be so indemnified.
On January 17, 2023, Jeffery Taylor resigned from all of his positions he held with the Company, including, President, Director and Secretary.
On April 5, 2023, the Company and eXPO Financial Services LLC entered into a Software Acquisition Agreement (the “Software Agreement”) whereunder the Company has acquired from eXPO Financial Services all rights, title and interest to a computer program referred to as eXPO (electronic eXchange portal) for a total purchase price of $100,000 payable in instalments over an eight-month period commencing April 15, 2023.
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On April 2, 2025, the Board of Directors approved, authorized and accepted the resignation of S. Randall Oveson as Secretary of the Company, and did approve and authorize the appointment of Michael Rountree as Secretary of the Company, making Mr. Rountree the sole officer of the Company.
On April 2, 2025, the Board of Directors of the Company deemed it in the best interest of the Company and the shareholders to dissolve Ga-Du Corporation; on April 3, 2025, a Certificate of Dissolution/Withdrawal was filed with the state of Nevada, and Ga-Du Corporation was dissolved.
Eco Science Solutions, Inc. seeks 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.
The Company’s cloud-based ERP platform (“Herbo”) has proprietary financial accounting and inventory management capabilities, and when combined with its financial services platform (“Herbo Pay”), provides enhanced tracking and traceability to support the unique compliance requirements of regulated, cash-intensive industries such as cannabis and CBD. Herbo has a comprehensive, end-to-end business commerce solution to service vertically integrated businesses, which the Company intends to promote its ERP and financial services platform to other regulated industries such as gaming, firearm and ammunition, and highly complex industries such as oil and gas.
* Eco Science Solutions, Inc. is not in the business of growing, manufacturing, or distributing cannabis.
The Company
Current Operations
Herbo
Herbo is a comprehensive, cloud-based Enterprise Resource Planning platform that is customizable, delivering its ERP modules via a software as a service (SaaS) business model.
Herbo Pay is a financial services platform that enables businesses to provide a cashless transaction environment to their customer and vendors. The platform is a secure portal for account access and features that incorporate current banking standards for operating and securing online data. In terms of Financial Services, the platform uses a strict and proprietary Know-Your-Customer (KYC) process, that ensures compliance regardless of the underlying usage. Herbo Pay can be used for membership capture, registrations of various kinds, for customer accounts retention and marketing, and/or for the creation and management of Herbo Pay credit accounts. In addition, the Herbo Pay platform has been enhanced for mobile devices. The mobile payment platform accommodates the purchasing of products and services. Herbo Pay’s value proposition and features uniquely positions it to provide financial banking services to underserved businesses in regulated and non-regulated industries.
We have developed a comprehensive, end-to-end ERP solution to service broad operational needs of business, With a single login, businesses can have access to all of our ERP modules, which include:
| · | Tax and Financial Accounting |
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| · | Inventory Management and Tracking |
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| · | Bookkeeping & Banking |
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| · | Compliance and Reporting |
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| · | Payroll and Employee Time Tracking |
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| · | Point of Sale |
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| · | E-Commerce |
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| · | Merchant Processing Integration |
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| · | CRM and Customer Loyalty |
Additionally, clients can support any business with Herbo regardless of business footprint or industry. Herbo can satisfy the operational needs of businesses across the spectrum of complexity:
· | Single unit operations |
| · | Integrated vertical operations |
| · | Multiple unit business, with locations dispersed across a broad geographic footprint |
Our complete Herbo software product website is available at www.useherbo.com.
The Company expanded its revenue focus from a business-to-business opportunity to include being a regulatory offering. As a regulatory offering, Herbo has the ability to deploy an end-to-end technology solution in highly regulated industries (e.g. cannabis and CBD hemp industries) that can be accessed and utilized by all industry parties involved in the industry (e.g. consumer/business/government regulators).
Herbo ERP and its associated cashless platform, Herbo Pay, enable a jurisdiction, domestic or international, with the ability to do more than just traditional tag tracking which is the predominant regulatory technology system currently utilized in the United States and abroad.
The failures of the Cannabis Industry are a result of many factors which result in tax evasion, money laundering, illegal products with toxic ingredients, robberies of cash, human trafficking, in addition to the Cartel’s emergence as a dominant player in the Black Market. All these failures are the result of short falls of current regulatory systems employed by various jurisdictions. All utilize decade old software to track RFID tags thru a chain of production to point of sale. This leaves regulators blind from the actual financial activities of a Federally illegal activity.
In addition, there are over 100 software providers in the industry that sell “point solutions” servicing over 20 different business categories in cannabis businesses. The Herbo ERP handles every category of technology needed in the cannabis industry thus enabling businesses to migrate off multiple systems to work under one integrated system with a single user login, thus providing for accurate output to allow for effective business decision making. Furthermore, the entire Herbo ERP wraps into an enterprise-level accounting system with proprietary features that allow for the preparation of clean books and records and the ability to produce proper, compliant financial statements including Income Statements and Balance Sheets.
Accounting is often an overlooked need in the industry with most businesses simply running books and records by hand or in a disconnected accounting system. The disconnects allow for material items to disappear; e.g. inventory, reported sales, cash, and taxes due. Herbo provides for a much-needed integrated accounting system also allows for proper “Know Your Customer (KYC)” compliance on every transaction taking place at the business level to enable the proper function of a true cashless environment.
Another Federal obstacle to the cannabis industry is Federal Tax Law under Internal Code Section 280E which disallows deductions for any business that is operating with a Schedule 1 substance, such as cannabis. The only deduction allowed is the cost of the product. The Herbo ERP comes with an imbedded, proprietary unitization system of accounting to ensure proper and compliant inventory capitalization of all items associated with the cannabis product so that all items are carried as inventory. These include the costs of clones, nutrients, water, electricity, labor, rents, insurance, supplies, equipment depreciation, etc. These associated inventory items are unitized into the costs of each product when sold in order to properly allocate these costs into the costs of the product. Disconnected financial accounting systems do not allow for proper inventory tracking on the balance sheet nor the income statement.
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Herbo ERP extends its connectivity to the consumer segments via its e-commerce and payment modules where consumers and patients can transact in a safe and cashless environment. They also have real time access to the certificates of authenticity (COAs) of the associated products they buy in order to protect them from unknowingly buying black market product. All of the above are why the cannabis industry needs one solution serving every level of the industry. Herbo is that solution and is well poised to become an industry disrupter in the technology sector, which will inevitably increase shareholder value.
Government Regulations
Cannabis is currently a Schedule I controlled substance under the Controlled Substances Act (CSA) and is, therefore, illegal under federal law. Even in those states in which the use of cannabis has been legalized pursuant to state law, its use, possession or cultivation remains a violation of federal law. A Schedule I controlled substance is defined as one that has no currently accepted medical use in the United States, a lack of safety for use under medical supervision and a high potential for abuse. The U.S. Department of Justice (the “DOJ”) defines Schedule I controlled substances as “the most dangerous drugs of all the drug schedules with potentially severe psychological or physical dependence.” If the federal government decides to enforce the CSA, persons that are charged with distributing, possessing with intent to distribute or growing cannabis could be subject to fines and/or terms of imprisonment, the maximum being life imprisonment and a $50 million fine, even though these persons are in compliance with state law.
In light of such conflict between federal laws and state laws regarding cannabis, the previous administration had effectively stated that it was not an efficient use of resources to direct federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical cannabis. Although they have not done so, the current administration could decide to strongly enforce the federal laws applicable to cannabis. See Justice Department Memo on Marijuana Enforcement discussed below. Any such change in the federal government’s enforcement of current federal laws could impact our planned business operation. Because the business activities of businesses, engaged in the medicinal cannabis industry, that we may direct our customers is illegal under federal law, we may be deemed to be aiding and abetting illegal activities through the location services that we provide to our customers, relative to the cannabis industry. As a result, we may be subject to actions by law enforcement authorities, which would materially and adversely affect our business. Legislation is currently pending in the U.S. Congress which would reclassify cannabis from Schedule 1 to Schedule 3. If enacted into law, such change could provide a material benefit to businesses engaged in the cultivation and sale of cannabis, including eligibility for federal tax deductions, access to the banking system and generally de-criminalizing the use or sale of cannabis where it is legal under applicable state laws.
The current administration has indicated that it will closely scrutinize the cannabis industry, in particular, recreational marijuana. While we do not directly engage in the sale or cultivation of cannabis, changes in laws, rules and regulations could have a material adverse or positive effect on our business and financial condition.
Justice Department Memo on Marijuana Enforcement
Because of the inconsistencies in federal and state law, on January 4, 2018, the Department of Justice (DOJ) issued a memo on federal marijuana enforcement policy announcing what it deemed to be a return to the rule of law and the rescission of previous guidance documents which would include the so called Cole Memorandum. Since the passage of the Controlled Substances Act in 1970, Congress has generally prohibited the cultivation, distribution, and possession of marijuana. In the memorandum, the Attorney General directed all U.S. Attorneys to enforce the laws enacted by Congress and to follow well-established principles when pursuing prosecutions related to marijuana activities. The DOJ asserts this return to the rule of law is also a return of trust and local control to federal prosecutors who know where and how to deploy Justice Department resources most effectively to reduce violent crime, stem the tide of the drug crisis, and dismantle criminal gangs.
On April 13, 2018 it was announced that President Donald Trump had promised Senate Republican Cory Gardner that he will support congressional efforts to protect states that have legalized marijuana, defusing a months-long standoff between Sen. Cory Gardner and the administration over Justice Department nominees. Trump told Gardner that despite the DOJ memo of January 4, 2018, the marijuana industry in Colorado will not be targeted. A bill has not been finalized, but discussion has commenced to find legislation that would, in effect, make clear the federal government cannot interfere with states that have voted to legalize marijuana.(1)
(1) https://www.washingtonpost.com/politics/trump-gardner-strike-deal-on-legalized-marijuana-ending-standoff-over -justice-nominees/ 2018/04/13/2ac3b35a-3f3a-11e8-912d-16c9e9b37800_story.html
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January 4, 2020 marked the two-year anniversary of the “Sessions Memorandum” in which (then) Attorney General Jeff Sessions rescinded the Cole Memorandum and other Obama era DOJ guidance which essentially stated that DOJ would not prosecute state-compliant marijuana-related activity. Many saw the statement as a declaration of a new “War on Drugs.” However, a review of DOJ cases brought over the last two years reveals that the Trump Justice Department has largely adhered to the Obama Administration’s enforcement priorities.
The Cole Memorandum
The Cole Memorandum stated that federal cannabis enforcement resources would be concentrated on cases involving:
| · | Revenue from the sale of cannabis going to criminal enterprises, gangs, and cartels, |
| · | State authorized cannabis activity being used as a cover or pretext for the trafficking of other illegal drugs or Other illegal activity, |
| · | Violence and the use of firearms in the cultivation and distribution of cannabis, |
| · | Distribution of cannabis to minors, |
| · | Diversion of cannabis from states where it is legal under state law in some form to other states, |
| · | Drugged driving and the exacerbation of other adverse public health consequences associated with cannabis use, |
| · | Growing of cannabis on public lands and the attendant public safety and environmental dangers posed by cannabis production on public lands, and |
| · | Cannabis possession or use on federal property. |
The Cole Memorandum also stated that:
In jurisdictions that have enacted laws legalizing marijuana in some form and that have also implemented strong and effective regulatory and enforcement systems to control the cultivation, distribution, sale, and possession of marijuana, conduct in compliance with those laws and regulations is less likely to threaten the federal priorities set forth above. The primary question in all cases – and in all jurisdictions-should be whether the conduct at issue implicates one or more of the enforcement priorities listed above.
In other words, so long as a marijuana business complied with state law, it would not be subject to federal prosecution unless it violated one of the Cole Memorandum priorities. At his confirmation hearing in 2018, Attorney General Barr suggested that DOJ would not prosecute state compliant marijuana activity but has left the Sessions Memorandum in place as official DOJ policy. Nevertheless, the Sessions Memorandum appears to have done little to change Obama Administration policy.
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At the federal level, marijuana remains classified as a Schedule I drug, meaning it's illegal for any use, but enforcement is generally lax in states where it's legalized, and a review to potentially move it to Schedule III is underway.
Here's a more detailed breakdown:
| · | Federal Classification: |
Under the Controlled Substances Act (CSA), cannabis is currently classified as a Schedule I drug, meaning it's considered to have a high potential for abuse and no accepted medical use.
| · | Federal Enforcement: |
Despite the federal prohibition, federal law enforcement generally does not actively pursue cases involving the possession, cultivation, or intrastate distribution of cannabis in states where such activities are legal.
| · | State-Level Legalization: |
As of November 2023, 24 states, along with the District of Columbia, Guam, the Northern Mariana Islands, and the U.S. Virgin Islands, have legalized recreational cannabis use, with most also allowing commercial sales.
| · | Medical Cannabis: |
38 states, four out of five permanently inhabited U.S. territories, and the District of Columbia have legalized medical cannabis.
| · | Decriminalization: |
Some states have decriminalized cannabis possession, meaning it's no longer a criminal offense, but may still carry fines or other penalties.
| · | Schedule III Review: |
The Drug Enforcement Administration (DEA) has initiated a review to potentially reclassify cannabis to Schedule III, which would mean it's considered to have a lower potential for abuse and has accepted medical uses.
There is no guarantee that state laws legalizing and regulating the sale and use of marijuana will not be repealed or overturned, or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions. Unless and until the United States Congress amends the CSA with respect to marijuana (and as to the timing or scope of any such potential amendments there can be no assurance), there is a risk that federal authorities may enforce current U.S. federal law. Currently, in the absence of uniform federal guidance, as had been established by the Cole memorandum, enforcement priorities are determined by respective United States Attorneys.
Because the Department of Justice memorandums serve as discretionary agency guidance and do not constitute a force of law, cannabis related businesses have worked to continually renew the Rohrabacher Blumenauer Appropriations Amendment (originally the Rohrabacher-Farr Amendment) that has been included in federal annual spending bills since 2014. This amendment restricts the Department of Justice from using federals funds to prevent states with medical cannabis regulations from implementing laws that authorize the use, distribution, possession or cultivation of medical cannabis against regulated medical marijuana actors operating in compliance with state and local law. The Rohrabacher-Farr Amendment was included in the Consolidated Appropriations Act of 2019, which was signed by President Trump on February 14, 2019 and funds the departments of the federal government through the fiscal year ending September 30, 2019. In signing the Act, President Trump issued a signing statement noting that the Act “provides that the DOJ may not use any funds to prevent implementation of medical marijuana laws by various States and territories,” and further stating “I will treat this provision consistent with the President’s constitutional responsibility to faithfully execute the laws of the United States.” While the signing statement can fairly be read to mean that the executive branch intends to enforce the CSA and other federal laws prohibiting the sale and possession of medical marijuana, the president did issue a similar signing statement in 2017 and no major federal enforcement actions followed. On September 27, 2019, the Rohrabacher-Farr Amendment was temporarily renewed through a stopgap spending bill and was similarly renewed again on November 21, 2019. The Fiscal Year 2020 omnibus spending bill was ultimately passed on December 20, 2019, making the Rohrabacher-Farr Amendment effective through September 30, 2020. In signing the spending bill, President Trump again released a statement similar to the ones he made May 2017 and February 2019 regarding the Rohrabacher-Farr Amendment. On March 15, 2021 the amendment was renewed through the signing of the Fiscal Year 2022 omnibus spending bill, effective through September 30, 2022. Notably, Rohrabacher-Farr has applied only to medical marijuana programs and has not provided the same protections to enforcement against adult-use activities. If the Rohrabacher-Farr Amendment is no longer in effect, the risk of federal enforcement and override of state marijuana laws would increase.
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Since 2014, Congress has made immense strides in marijuana policy. The bipartisan Congressional Cannabis Caucus launched in 2017 and is headed by Representatives Dana Rohrabacher (CA-48), Earl Blumenauer (OR-03), Don Young (AK-At Large), and Jared Polis (CO-02). The group is “dedicated to developing policy reforms that bridge the gap between federal laws banning marijuana and the laws in an ever-growing number of states that have legalized it for medical or recreational purposes” Additionally, each year more Representatives and Senators sign on and cosponsor marijuana legalization bills including the CARERS Act, REFER Act and others. While there are different perspectives on the most effective route to end federal marijuana prohibition, Congressman Blumenauer and Senator Wyden introduced the three-bill package, Path to Marijuana Reform which would fix Section 280E of the Code, eliminate civil asset forfeiture and federal criminal penalties for businesses complying with state law, reduce barriers to banking, and would de-schedule, tax and regulate marijuana in 2017. Senator Booker has also introduced the Marijuana Justice Act, which would de-schedule marijuana, and in 2018 Congresswoman Barbara Lee introduced the House companion.
Additionally, on June 7, 2018, the STATES Act was introduced in the Senate by Republican Senator Cory Gardner of Colorado and Democratic Senator Elizabeth Warren of Massachusetts. A companion bill was introduced in the House by Democratic representative Jared Polis of Colorado. The bill provides in relevant part that the provisions of the CSA, as applied to marijuana, “shall not apply to any person acting in compliance with state law relating to the manufacture, production, possession, distribution, dispensation, administration, or delivery of marihuana.” Even though marijuana will remain within Schedule I under the STATES Act, it makes the CSA unenforceable to the extent it is in conflict with state law. In essence, the bill extends the limitations afforded by the Rohrabacher-Blumenauer protection within the federal budget − which prevents the Department of Justice and the Drug Enforcement Agency from using funds to enforce federal law against state-legal medical cannabis commercial activity − to both medical and recreational cannabis activity in all states where it has been legalized. By allowing continued prohibition to be a choice by the individual states, the STATES Act does not fully legalize cannabis on a national level. In that respect, the bill emphasizes states’ rights under the Tenth Amendment, which provides that “the powers not delegated to the United States by the Constitution, nor prohibited by it to the States, are reserved to the States respectively, or to the people.”
Notwithstanding the foregoing, there is no guarantee that the current presidential administration will treat the enforcement of marijuana regulations as low-priority enforcement of U.S. federal laws that conflict with state laws. Accordingly, there are a number of significant risks associated with the business of the Company and unless and until the United States Congress amends the CSA with respect to medical and/or adult-use cannabis (and as to the timing or scope of any such potential amendments there can be no assurance), there is a significant risk that federal authorities may enforce current federal law, and the business of the Company may be deemed to be producing, cultivating, extracting, or dispensing cannabis or aiding or abetting or otherwise engaging in a conspiracy to commit such acts in violation of federal law in the United States.
The foregoing description of laws and regulations to which we are or may be subject is not exhaustive, and the regulatory framework governing our operations is subject to continuous change. The enactment of new laws and regulations or the interpretation of existing laws and regulations in an unfavorable way may affect the operation of our business, directly or indirectly, which could result in substantial regulatory compliance costs, civil or criminal penalties, including fines, adverse publicity, loss of participating dealers, lost revenue, increased expenses, and decreased profitability. Further, investigations by government agencies, including the FTC, into allegedly anticompetitive, unfair, deceptive or other business practices by us, could cause us to incur additional expenses and, if adversely concluded, could result in substantial civil or criminal penalties and significant legal liability.
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DOJ Cases
We reviewed DOJ press releases on approximately 50 federal prosecutions involving marijuana during the period 2018-2020 and did not find one that involved purely state compliant activity. In fact, almost all involved Cole Memorandum priorities – most commonly, organized crime, the use of firearms, and trafficking of other illegal drugs. Those prosecutions which did not involve one of the Cole Memorandum priorities took place in states where recreational marijuana has not (or had not yet) been legalized, such as Texas, Oklahoma and Georgia.
This review also revealed another federal enforcement priority not identified in the Cole Memorandum – public corruption in the marijuana industry. For example, one reported case involved a former Maryland state delegate who allegedly took bribes in exchange for voting in favor of a bill to increase the number of medical marijuana grower and processing licenses available to an out-of-state company. Another involved a police officer who used his official position to protect a marijuana trafficking business. One case involved a Border Patrol Agent who took bribes from a suspected drug trafficker in exchange for information about Customs Border Protection surveillance. Another involved the prosecution of the Mayor of Fall River, Massachusetts for extorting more than $250,000 in bribes from cannabis businesses in return for assistance with licenses.
In such official extortion cases, legitimate marijuana businesses, far from being prosecuted, are actually treated as victims. We did not identify any cases involving the prosecution of financial institutions for laundering marijuana proceeds. Nor did we identify any cases involving the prosecution of ancillary legitimate businesses that supported marijuana businesses by providing them with otherwise legitimate products or services.
Between 2020 and 2022, press releases published by the DOJ show that prosecutions regarding cannabis were relative to bribes being taken by city officials regarding opening of dispensaries of cannabis.
Finally, almost all of the DOJ press releases express appreciation to state and local law enforcement and many cited the Organized Crime Drug Enforcement Task Force (OCDETF) program, a federal multi-agency, multi-jurisdictional task force that supplies supplemental federal funding to federal and state agencies to help them disrupt and dismantle drug trafficking organizations. Such statements indicate the great extent to which federal narcotics enforcement is dependent on assistance from state and local law enforcement. As long as this remains the case, state compliant behavior is unlikely to be prosecuted, regardless of DOJ’s publicly stated policy.
Prosecutions for offenses involving marijuana continue to decline, reflecting discretionary decisions by DOJ amid the state-level legalization movement. While prior Obama-era guidance urging such discretion was rescinded under the Trump administration, the department has not signaled a renewed interest in going after individuals for simply possessing or using marijuana.1
A separate analysis from the federal U.S. Sentencing Commission (USCC) that was released in March also found that federal prosecutions over marijuana dropped again in 2021, with fewer than 1,000 people charged in cannabis trafficking cases. In 2020, USCC documented 1,118 cannabis cases. (1)
Data from the FBI that was released in late 2020 showed that, for the first time in four years, cannabis arrests declined nationally. (1)
While there might not be a single factor contributing to these trends, it seems likely to continue—both because more states are working to end prohibition and because the federal Justice Department is now being led by an attorney general who has repeatedly said that low-level marijuana enforcement is a waste of resources. At the same time, congressional lawmakers are also taking steps to legalize at the federal level. (1)
Industrial Hemp
Industrial hemp is now legal in the U.S., which advocates hope could eventually loosen laws around the popular marijuana extract CBD.
The 2018 farm bill which legalized hemp including a variety of cannabis that does not produce the psychoactive component of marijuana, paved the way to legitimacy for an agricultural sector that has been operating on the fringe of the law. Industrial hemp has made investors and executives swoon because of the potential multibillion-dollar market for cannabidiol, or CBD, a non-psychoactive compound that has started to turn up in beverages, health products and pet snacks, among other products.
Currently, it appears that CBD will remain largely off-limits for ingestible products. The Food and Drug Administration issued a statement saying that despite the new status of hemp, CBD is still considered a drug ingredient and remains illegal to add to food or health products without the agency’s approval, disappointing many hemp advocates, who said they will continue to work to convince the FDA to loosen its CBD rules. The FDA said some hemp ingredients, such as hulled hemp seeds, hemp seed protein and hemp seed oil, are safe in food and won’t require additional approvals.
The farm bill places industrial hemp, which is defined as a cannabis plant with under 0.3% of tetrahydrocannabinol, or THC, under the supervision of the Agriculture Department and removes CBD from the purview of the Controlled Substances Act, which covers marijuana. The law also “explicitly” preserved the Food and Drug Administration’s authority to regulate products containing cannabis, or cannabis-derived compounds.
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1 Federal Marijuana Arrests Continue To Drop Amid Legalization Movement, New Justice Department Report Shows; Kyle Jaeger. May 23, 2022
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Anti-Money Laundering Laws and Access to Banking
Due to the CSA categorization of marijuana as a Schedule I drug, U.S. federal law makes it illegal for financial institutions that depend on the Federal Reserve’s money transfer system to take any proceeds from marijuana sales as deposits. Banks and other financial institutions could be prosecuted and possibly convicted of money laundering for providing services to cannabis businesses under the United States Currency and Foreign Transactions Reporting Act of 1970 (the “Bank Secrecy Act”). Under U.S. federal law, banks or other financial institutions that provide a cannabis business with a checking account, debit or credit card, small business loan, or any other service could be found guilty of money laundering or conspiracy.
While there has been no change in U.S. federal banking laws to account for the trend towards legalizing medical and recreational marijuana by U.S. states, FinCEN has issued guidance advising prosecutors of money laundering and other financial crimes not to focus their enforcement efforts on banks and other financial institutions that serve marijuana-related businesses, so long as that business is legal in their state and none of the federal enforcement priorities are being violated (such as keeping marijuana away from children and out of the hands of organized crime). The FinCEN guidance also clarifies how financial institutions can provide services to marijuana-related businesses consistent with their Bank Secrecy Act obligations, including thorough customer due diligence, but makes it clear that they are doing so at their own risk.
Due to the fear by financial institutions of being implicated in or prosecuted for money laundering, cannabis businesses are often forced into becoming “cash-only” businesses. As banks and other financial institutions in the U.S. are generally unwilling to risk a potential violation of federal law without guaranteed immunity from prosecution, most refuse to provide any kind of services to cannabis businesses. Despite the attempt by FinCEN to legitimize cannabis banking, in practice its guidance has not made banks much more willing to provide services to cannabis businesses. This is because, as described above, the current law does not guarantee banks immunity from prosecution, and it also requires banks and other financial institutions to undertake time-consuming and costly due diligence on each cannabis business they take on as a customer. Recently, some banks that have been servicing cannabis businesses have been closing accounts operated by cannabis businesses and are now refusing to open accounts for new cannabis businesses for the reasons enumerated above.
The few credit unions who have agreed to work with cannabis businesses are limiting those accounts to no more than 5% of their total deposits to avoid creating a liquidity risk. Since the federal government could change the banking laws as it relates to cannabis businesses at any time and without notice, these credit unions must keep sufficient cash on hand to be able to return the full value of all deposits from cannabis businesses in a single day, while also servicing the need of their other customers.
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The Secure and Fair Enforcement (SAFE) Banking Act, a proposed legislation aimed at allowing banks to do business with companies operating legally within states that have legalized marijuana, had the potential to change the way the marijuana industry operates.
The measure would prohibit federal regulators from punishing financial institutions for providing services to cannabis companies, their owners, and employees. It would also clarify that funds obtained from state-regulated and compliant cannabis businesses would not be considered as proceeds from illegal activity and provide protection against federal liability for banks, insurers, and other financial institutions that work with such companies.
Despite widespread support, the bill failed to pass in Congress, leaving communities at risk of crime and cannabis businesses operating solely with cash. But what could have been the impact of this legislation on the industry?
The SAFE Banking Act was not approved by Congress in December, leaving communities at risk of crime and forcing cannabis businesses to operate solely with cash. Additionally, these businesses will continue to lack access to financial services from banks and other institutions.
In 2022, the SAFE Banking Act was close to being voted on in the Senate but ultimately did not pass during the lame-duck session. The bill had already passed seven times in the House, but the Senate did not give it a vote. The limited time available during the lame-duck session, where must-pass bills such as the National Defense Authorization Act (NDAA) and the Fiscal 2023 appropriations bills were prioritized, prevented the SAFE Banking Act from being passed as a standalone bill or as a rider on one of those bills. Despite the efforts of supporters, the bill did not make it to the Senate floor due to a lack of time and competing priorities.
State Border Regulation
Another aspect of federal law is that it provides that cannabis and cannabis products may not be transported across state lines in the United States. As a result, all cannabis consumed in a state must be grown and produced in that same state. This dynamic could make it more difficult for the Company, in the short term, to maintain a balance between supply and demand. If excess cultivation and production capacity is created in any given state and this is not matched by increased demand in that state, then this could exert downward pressure on the retail price for the products the Company sells. If too many retail licenses are offered by state authorities in any given state, then this could result in increased competition and exert downward pressure on the retail price for the products the Company sells. On the other hand, if cultivation and production in a state fails to match demand then, in the short term, there could be insufficient supply of product in a state to meet demand and while the Company may be able to raise its prices there could be inadequate product availability in the short term, causing the Company’s revenue in that state to fall or to not grow to its full potential.
United States Border Entry
The United States Customs and Border Protection, or CBP, enforces the laws of the United States as they pertain to lawful travel and trade into and out of the U.S. Crossing the border while in violation of the CSA and other related United States federal laws may result in denied admission, seizures, fines, and apprehension. CBP officers administer determine the admissibility of travelers who are non-U.S. citizens into the United States pursuant to the United States Immigration and Nationality Act. An investment in the Subordinate Voting Shares, if it became known to CBP, could have an impact on a non-U.S. citizen’s admissibility into the United States and could lead to a lifetime ban on admission.
Because marijuana remains illegal under United States federal law, those investing in Canadian companies with operations in the United States cannabis industry could face detention, denial of entry, or lifetime bans from the United States for their business associations with United States marijuana businesses. Entry happens at the sole discretion of CBP officers on duty, and these officers have wide latitude to ask questions to determine the admissibility of a non-US citizen or foreign national. The government of Canada has started warning travelers that previous use of marijuana, or any substance prohibited by United States federal laws, could mean denial of entry to the United States. Business or financial involvement in the marijuana industry in the United States could also be reason enough for CBP to deny entry. On September 21, 2018, CBP released a statement outlining its current position with respect to enforcement of the laws of the United States. It stated that Canada’s legalization of cannabis will not change CBP enforcement of United States laws regarding controlled substances and because marijuana continues to be a controlled substance under United States law, working in or facilitating the proliferation of the legal marijuana industry in U.S. states where it is deemed legal may affect admissibility to the United States. As a result, CBP has affirmed that, employees, directors, officers, managers and investors of companies involved in business activities related to marijuana in the United States who are not United States citizens, face the risk of being barred from entry into the United States.
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Tax Concerns
An additional challenge to cannabis-related businesses is that the provisions of the Code, Section 280E, are being applied by the United States Internal Revenue Service to businesses operating in the medical and adult use cannabis industry. Section 280E of the Code prohibits cannabis businesses from deducting their ordinary and necessary business expenses, forcing them to pay higher effective federal tax rates than similar companies in other industries. The effective tax rate on a cannabis business depends on how large its ratio of non-deductible expenses is to its total revenues. Therefore, businesses in the legal cannabis industry may be less profitable than they would otherwise be.
Overall, the United States federal government has specifically reserved the right to enforce federal law in regard to the sale and disbursement of medical or adult-use marijuana even if such sale and disbursement is sanctioned by state law. Accordingly, there are a number of significant risks associated with the business of the Company and unless and until the United States Congress amends the CSA with respect to medical and/or adult-use cannabis (and as to the timing or scope of any such potential amendments there can be no assurance), there is a significant risk that federal authorities may enforce current federal law, and the business of the Company may be deemed to be producing, cultivating, extracting, or dispensing cannabis or aiding or abetting or otherwise engaging in a conspiracy to commit such acts in violation of federal law in the United States.
Employees
We have three (3) employees, inclusive of our executive officers and directors and one special consultant under contract as of January 31, 2025. We have various additional consultants retained to assist in the development of our business objectives.
Competition
Our primary competitors in the Small-and-Medium-Sized Business “SMB” accounting software market include well-established brands such as QuickBooks, Xero, FreshBooks, Zoho, and Wave. These companies offer various financial management solutions targeting small to medium-sized businesses. While some of these competitors focus on basic accounting features or freelance markets, our platform differentiates itself by providing customizable, AI-driven accounting tools that integrate seamlessly with ERP modules. This allows us to address specific SMB pain points related to automation, scalability, and integration, offering a more comprehensive solution to streamline financial operations and improve overall business efficiency.
ITEM 1A. RISK FACTORS.
Not required for a “smaller reporting company”.
ITEM 1B – UNRESOLVED STAFF COMMENTS
N/A
ITEM 1C - CYBERSECURITIES
Risk Management and Strategy
The Company invests in information technology systems for its Herbo website. Such investments, including the implementation of technology updates, improves the Company’s customers’ experience, and supports both compliance and internal controls. The Company is actively attempting to identify and manage cybersecurity risks. Protecting company data, non-public customer and employee data, and the systems that collect, process, and maintain this information is a Company Priority.
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Cybersecurity Risk
In recent years there has been an increased risk of information and security risks due to increased sophistication and activities of perpetrators of cyber attacks. The computers are used for our everyday business operations including mobile devices and other online means of activities to connect with our customers, employees, suppliers, and other parties. This extensive use gives rise to cybersecurity risks such as system disruption, theft, and release of confidential information. There is sensitive information stored in the systems and intellectual property, including employees, customers and other financial information.
In the future we may be required to expend additional resources to continue to enhance information security measures to investigate and remediate any information security vulnerabilities. We can provide no assurance that the measures we have implemented to prevent security breaches and cyber incidents will be effective in the event of a cyber-attack. Our Directors do not have enough expertise to monitor and manage such risks and will need to
Item 2. Properties
The Company’s corporate headquarters are located at 300 S. El Camino Real #206, San Clemente, CA 92672, which space is provided by our Chief Executive Officer free of charge.
Item 3. Legal Proceedings
On October 20, 2017, a purported shareholder of the Company, Mr. Ian Bell, filed a verified stockholder derivative complaint against the Individual Defendants in the United States District Court for the District of Hawaii (the “First Hawaii Complaint”). On January 11, 2018, a purported shareholder of the Company, Mr. Marc D’ Annunzio, filed a verified stockholder derivative complaint against the Individual Defendants in the United States District Court for the District of Hawaii (the “Second Hawaii Complaint”). On February 9, 2018, the Hawaii federal court consolidated the First Hawaii Complaint and the Second Hawaii Complaint (the “Consolidated Hawaii Action”). On December 10, 2018, plaintiffs in the Consolidated Hawaii Action filed their amended complaint (the “Amended Hawaii Complaint”). The Company is identified as a nominal defendant, against which no claims are plead. The Amended Hawaii Complaint arises out of alleged materially false and misleading statements or omissions from SEC filings and/or public statements by or on behalf of the Company. The Amended Hawaii Complaint asserts claims on behalf of the Company for breach of fiduciary duty against the Taylors and Mr. Lewis and Mr. Oveson, for aiding and abetting breaches of fiduciary duties against Mr. Lewis and Mr. Oveson, for aiding and abetting breaches of fiduciary duties against Mr. Giguiere, for waste of corporate assets against the Individual Defendants, and for unjust enrichment against the Individual Defendants. The Amended Hawaii Complaint seeks damages for the alleged breaches of fiduciary duties, aiding and abetting, waste and unjust enrichment, demands restitution and disgorgement and requests an order directing the Company and all individual defendants to take all necessary actions to reform and improve the Company’s corporate governance in order to avoid any alleged future harm to the Company.
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On September 21, 2020, the United States District Court for the District of Hawaii issued an order in the action captioned In re Eco Science Solutions, Inc. Shareholder Derivative Litigation Lead Civil No. 1:17-cv-00530-LEW-WRP (D. Haw.), preliminarily approving a proposed settlement (the “Settlement”) as set forth in a Stipulation of Settlement dated September 21, 2020 (the “Stipulation”), by and among (i) plaintiffs Mr. Ian Bell and Mr. Marc D’ Annunzio, individually and derivatively on behalf of Eco Science Solutions Inc. (the “ESSI or the Company”); (ii) certain of the Company’s current and former officers, directors and consultants; and (iii) the Company. Pursuant to the Court’s Preliminary Approval Order, a hearing was held on November 17, 2020, before the Honorable Leslie Kobayashi, in the United States District Court for the District of Hawaii and approved terms of Settlement for an Order issued December 3, 2020, including the following:
| (1) | The resignation of Jeffery Taylor as Chairman of the Board to the Company; and Don Taylor as Chief Financial Officer and a member of the Board of Directors; |
| (2) | Appointment of Carl Mudd or such individual with similar background and qualifications to serve as Ombudsman and as Chairman of the Board. |
| (3) | The following shareholders have been ordered to return a cumulative total of 3,500,000 shares of the Company’s common stock to treasury for cancellation, as set out herein: (a) Gannon Giguiere – 1,500,000 shares; (b) Jeffery Taylor – 750,000 shares; (c) Don Taylor – 750,000 shares; (d) L John Lewis – 250,000 shares; and (e) S Randall Oveson – 250,000 Shares |
| (4) | The Company shall issue 1,400,000 restricted common stock to the law firm of Robbins, LLP, as consideration for attorney fees; |
| (5) | The Company shall enter into a Promissory Note with the law firm of Robbins, LLC for in the amount of Three Hundred Fifty Thousand Dollars ($350,000) with respect to legal fees incurred, note bearing interest at a rate of six (6%) percent per annum calculated monthly with all interest and principal due and payable no later than three (3) years from the date of the final Settlement approval; |
| (6) | Debt in the amount of One Million Five Hundred Thousand Dollars ($1,500,000) held by Phenix Ventures LLC, a company controlled by Gannon Giguiere, shall be immediately forgiven and canceled. |
Additionally, the Settlement called for 15% of the Company’s revenue and/or any financing raised by the Company be dedicated toward achieving the objectives, implementation and maintenance of the Governance Reforms.
All of the above-listed items in the Order issued by the Honorable Leslie Kobayashi have been implemented except putting aside 15% of the Company’s revenue and or financing as the Company has not yet generated any revenue of substance, nor have they secured any financing to date. Mr. Rountree continues to fund the Company with his personal funds and once the Company begins generating revenue or secures financing, 15% will be put aside. In addition to the aforementioned stipulations under the Settlement, Governance Reforms were set forth, in pertinent part, inter alia, as follows:
Each of the reforms are subject to the judgement of the Ombudsman, Mr. A Carl Mudd and/or the reconstituted Board and based on the availability of funding.
| 1. | The purchase of Directors’ and Officers’ Insurance |
| 2. | Appointment of two new, independent Directors |
| 3. | Creation of a board-level Governance Committee |
| 4. | Adoption of Written Corporate Governance Guidelines and Code of Ethics |
| 5. | Creation of an Audit Committee – the Company has an audit committee consisting solely of Ombudsman, Mr. A Carl Mudd at the present. |
| 6. | Enhanced Board Independence |
| 7. | Termination of existing compensation plans – compensation plans that existed at the time of the Order have been terminated. |
| 8. | Immediate cessation of current and future business dealings with third party stock promoters – there is not now, nor has there been dealings with third party stock promoters. |
| 9. | Maintain the Company’s website – the Company’s website is maintained and updated |
| 10. | Creation of an Investor Relations Officer – we will engage an investor relations officer once the company begins generating enough revenue so that Mr. Rountree is not financing the filings required by a public company |
| 11. | Engage In-House and General Counsel – the Company has general counsel and will engage in-house counsel as necessary |
| 12. | Appointment of a Chief Accounting Officer – Mr. Rountree is our Chief Financial Officer |
| 13. | Create a written Whistleblower Policy |
| 14. | Adopt a Clawback Policy |
| 15. | Adopt enhanced conflicts policies and practices |
| 16. | Establish documentation of Policies and Financial Reporting Checklist |
| 17. | Annually assess the adequacy of the Company’s internal controls |
| 18. | Provide continuing director education and employee compliance training |
| 19. | Establish board oversight of Company’s expenditures |
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Numbers 1 through 6, save item 5, establishment of the audit committee, to date have not been implemented as there has been no revenue generated and currently the Company only has one (1) employee, exclusive of board members. To date, Mr. Rountree is funding the Company and there aren’t enough funds to implement all of the requirements of the Stipulation. Mr. Mudd continues to monitor the progress of the Company. Numbers 14 through 19 have not yet been implemented; with regard to number 19, the Board discusses with Mr. Rountree the expenses incurred by the Company at board meetings. The agreement calls for the above to be completed within four years; however, the implementation of each remains at the discretion, and subject to the judgement, of Mr. Mudd. In the event that the Company does not begin to generate income, or secure financing, the Company will fail.
Of the aforementioned reforms, there has been one new independent Director appointed, an Audit Committee has been appointed, consisting solely of Mr. Mudd, the existing compensation plans have been terminated, all dealing with third party stock promoters has ceased, the Company’s website is being maintained, and Counsel has been engaged. The remaining reforms will be implemented and adopted as funding becomes available and the Company begins generating revenue.
Other than as set out above, the Company knows of no material, existing or pending legal proceedings against it, nor is the Company involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which its director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to its interest.
Item 4. Mine Safety Disclosures
No disclosure required
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Our Company commenced quotation on the OTC Markets on September 14, 2010. From September 14, 2010, through May 3, 2013, our common stock was quoted on the OTC Markets under the name “Pristine Solutions, Inc.” From May 3, 2013, until February 18, 2014, our Company was quoted on the OTC Markets under the name “Eaton Scientific Systems, Inc.” From February 18, 2014, to February 2017, our common stock was quoted on the OTC Pink Markets under the name “Eco Science Solutions, Inc. and under the symbol “ESSI”; from February 2017 to May 2017 our Company was quoted on the OTCMarkets: QB under the symbol “ESSI”. During May 2017 the trading of ESSI shares on the public exchanges was suspended.
On October 6, 2022, our securities were revoked along with our trading symbol. On December 6, 2024, the OTC Markets began quotation of our shares on the OTC Markets Pink Sheets under the trading symbol “ESSI”. On February 7, 2025, FINRA completed processing the Company’s Form 211 and brokers were able to resume publication of competing quotes and provide continuous market making
As of the date of Annual Report on Form 10-K there are approximately 74 stockholders of record of our common stock.
Dividends
We did not declare or pay dividends during fiscal 2024 or 2025.
Issuances of Unregistered Securities
We did not issue any securities during the fiscal years ended January 31, 2025 and 2024.
ITEM 6. SELECTED FINANCIAL DATA.
Not required for a “smaller reporting company”.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with the Company’s audited consolidated financial statements and the related notes for the year ended January 31, 2025, and 2024, that appear elsewhere in this 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 annual report.
The Company’s consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Results of Operations
Overview of Current Operations
Results of Operations for the years ended January 31, 2025, and 2024
During the fiscal years ended January 31, 2025, and 2024, the Company generated no revenue. Costs of revenue totaled $0 in fiscal 2025 and 2024, respectively.
As at January 31, 2025 and 2024, the Company had $2,817 and $2,106 in cash and $4,455 and$0 in prepaid amounts for total current assets of $7,272 and $2,106, respectively.
During the fiscal years ended January 31, 2025, and 2024, the Company incurred total operating expenses of $1,025,139 and $1,170,023, respectively. Amounts expended on management and consulting fees reflect a decrease from $592,000 (2024) to $503,281 (2025) as certain consulting contracts expired in the current fiscal year and were not renewed. Amounts incurred for accounting, audit and legal fees totaled $140,554 in fiscal 2025 and $125,538 in fiscal 2024 mainly due to the fact that we incurred additional fees for accounting and audit review. During fiscal 2025 and 2024 research and development fees incurred were $331,578 and $404,865 respectively, as we incurred increased development costs in 2024 with respect to upgrades to our software suite and the addition of expanded offerings through the Herbo application. Other operating and general and administrative expenses remained relatively constant year over year at $49,726 in fiscal 2025 and $47,467 in fiscal 2024. Net operating losses totaled $1,025,139 and $1,170,023 in the years ended January 31, 2025 and 2024, respectively.
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 expense of $76,549 and $72,245 in respect of certain convertible notes and other loan agreements, respectively during fiscal 2025 and 2024, respectively. Total other expense in the year ended January 31, 2025 was $76,549 compared to other expense of $72,245 in the year ended January 31, 2024, all of which was related to interest expense.
The net loss in fiscal 2025 was $1,101,688, as compared to $1,242,268 in fiscal 2024, largely due to the decrease in expenditures on research and development and management and consulting fees in the current fiscal year.
The Company used net cash in operations of $319,829 and $358,683 respectively during the twelve-month periods ended January 31, 2025 and 2024, recorded $Nil in 2025 and $100,000 in 2024 as net cash used for investing activities which was related to the purchase of software in 2024 with no comparable item in fiscal 2024. The Company received cash from financing activities of $320,540 (2025) $460,263 (2024) as a result of proceeds from related party loans.
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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.
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 years ended January 31, 2021, through 2025, the Company has continued to incur costs to expand and develop its Herbo software suite of offerings. The Company’s need for ongoing capital by way of loans, sale of equity and/or convertible notes is expected to continue during the current fiscal year until we can establish revenues from operations to cover all operational overhead. We have also had to rely heavily on loans from related parties in our most recently completed fiscal years as we worked to have our shares returned for quotation on the OTC Markets. There are no assurances additional capital will be available to the Company on acceptable terms or that this equity line will be available to us when needed.
Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect the Company’s business, results of operations and financial condition. Any future funding might require the Company to obtain additional equity or debt financing, which might not be available on terms favorable to the Company, or at all, and such financing, if available, might be dilutive.
Going Concern
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 January 31, 2025, the Company had a working capital deficit of $16,662,272 and an accumulated deficit of $78,726,272. The continuation of the Company 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 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, 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 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 consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
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Liquidity and Capital Resources
As at January 31, 2025 and January 31, 2024, the Company had $2,817 and $2,106 in cash, prepaid expenses of $4,455and $0 for total current assets of $7,272 and $2,106. There were no prepaid expenses at January 31, 2024. Prepaid expenses at January 31, 2025 of $4,455 are related to fees paid to OTC Markets. We reflect intangible assets in respect to software assets of $100,000 at January 31, 2025 and January 31, 2024. Total liabilities at January 31, 2025 and January 31, 2024 were $16,669,544 and $15,562,690 respectively. The Company has insufficient funds to meet its ongoing operations and is currently funded through loans and advances from our CEO and CFO, Mr., Michael Rountree. The Company has limited financial resources available outside loans from its officers and directors and funds it has previously obtained through use of convertible notes and loans from related parties. There can be no guarantee the Company will continue to receive proceeds from loans, related party advances or convertible notes sufficient to meet its ongoing operational overheads as we continue to implement our business plan. We did not report any revenue in fiscal 2025 or 2024 as we continued to enhance our software suite and we do not yet have resources to meet our operational shortfalls. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. As noted, additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders), or from other available funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. During the most recently completed fiscal year management has obtained additional funding with success, however there is no guarantee we will be able to continue to obtain financing if and when required. The current economic downturn may make it difficult to find new capital sources for the Company should they be required.
Future Financings
We anticipate continuing to rely on related party and third-party loans and equity sales of our common shares and/or shares for services rendered in order to continue to fund our business operations in the event of ongoing operational shortfalls. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any of additional sales of our equity securities or arrange for debt or other financing to fund our research and development activities.
Revenue
During fiscal 2020 we commenced operation of our Herbo enterprise software suite. The Herbo enterprise software is a customizable, all-in-one business software (SaaS) and resource for businesses across a suite of high-risk industries. Herbo provides the software, custom web development, operational training and support needed to plan and manage operations of a variety of business segments. There was no revenue recorded in the fiscal years ended January 31, 2025 or 2024.
Cost of Revenue
Costs of revenue consists of the direct expenses incurred to generate revenue. Such costs are recorded as incurred. During fiscal 2025 and 2024 we did not incur and costs of sales with respect to the licensing of our Herbo software suite.
Contractual Obligations
As a “smaller reporting company”, the Company is not required to provide tabular disclosure obligations.
Off-Balance Sheet Arrangements
The Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
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Critical Accounting Policies
The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our 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.
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 January 31, 2025, and 2024, $248,432 for the value of the stock settled debt for certain convertible notes is included in the “Convertible note, net” account on the balance sheet.
Recently issued accounting pronouncements
Accounting pronouncements not listed below were assessed and determined to be not applicable or are expected to have minimal impact on the Company’s Consolidated Financial Statements.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and an explanation of any additional measures the CODM uses in deciding how to allocate resources. The new guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The guidance is to be applied on a retrospective basis, with such disclosures to be made in regard to all prior periods presented in the financial statements. The Company completed its assessment and concluded this update had no material impact on its consolidated financial statements.
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In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 470): Improvements to Income Tax Disclosures, which are designed to increase the transparency and decision-usefulness of income tax disclosures for financial statement users. The ASU follows investors indication and request for enhanced tax disclosures in order to better assess an entity’s operations, related tax risks, jurisdictional tax exposures, and increase transparency regarding tax information through improvements to tax disclosures, specifically rate reconciliation, income taxes paid, and unrecognized tax benefits and certain temporary differences. The new guidance is effective for fiscal years beginning after December 15, 2024 and interim periods within fiscal years beginning after December 15, 2025, and early adoption is permitted. The guidance is to be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.
In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate Related Disclosures for Investors, which requires registrants to disclose climate-related information in registration statements and annual reports. The new rules would be effective for annual reporting periods beginning in fiscal year 2025. However, in April 2024, the SEC exercised its discretion to stay these rules pending the completion of judicial review of certain consolidated petitions with the United States Court of Appeals for the Eighth Circuit in connection with these rules. We are evaluating the impact the adoption of this rule, if any, on our financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not required for a “smaller reporting company”.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Our financial statements and the accompanying notes that are filed as part of this Annual Report on Form 10-K are listed and set forth beginning on page F-1 immediately following the signature page of this Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
On May 8, 2024, the Board of Directors of Eco Science Solutions Inc. (the “Company”) approved the dismissal of BF Borgers CPA PC (“BF Borgers”) as the Company’s independent registered public accounting firm. On May 3, 2024, the Securities and Exchange Commission (the “SEC”) announced that it had settled charges against BF Borgers that it failed to conduct audits in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”). As part of the settlement, BF Borgers agreed to a permanent ban on appearing or practicing before the SEC (the “Ban”). As a result of BF Borgers’ settlement with the SEC, the Company dismissed BF Borgers as its independent accountant.
On May 22, 2024, the Audit Committee and Board of Directors of Eco Science Solutions, Inc. approved the appointment of Fruci & Associates II, PLLC (“Fruci”) as the Company’s new independent registered public accounting firm, effective immediately, to perform independent review and audit services for the fiscal years ending January 31, 2024 and 2023. During the fiscal years ended January 31, 2024 and 2023 and through May 22, 2024, date of engagement, neither the Company, nor anyone on its behalf, consulted Fruci regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by Fruci that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
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The reports of BF Borgers on the Company’s consolidated financial statements for the fiscal years ended January 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles other than an explanatory paragraph relating to the Company’s ability to continue as a going concern. The Company had not yet received the report from BF Borgers for our fiscal year ended January 31, 2024 as of the date of the Ban.
During the fiscal years ended January 31, 2023 and 2022, and through the date of termination, May 8, 2024, there were no “disagreements” with BF Borgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BF Borgers would have caused BF Borgers to make reference thereto in its reports on the consolidated financial statement for such years. During the fiscal years ended January 31, 2023 and 2022, and through May 8, 2024, there have been no “reportable events” (as defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Registration S-K), except for the identified material weaknesses in its internal control over financial reporting as disclosed in the Company’s Annual Report.
The U.S. Securities and Exchange Commission (the “SEC”) has advised that, in lieu of obtaining a letter from BF Borgers stating whether or not it agrees with the statements herein, the Company may indicate that BF Borgers is not currently permitted to appear or practice before the SEC for reasons described in the SEC’s Order Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order, dated May 3, 2024.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported , within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
At the end of the period covered by this Annual Report on Form 10-K for the fiscal year ended January 31 2025, an evaluation was carried out under the supervision of and with the participation of our management, including the Chief Executive Officer (“CEO”), of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a-15I and Rule 15d-15(e) under the Exchange Act). Based on that evaluation the CEO has concluded that as of the end of the period covered by this Annual Report, our disclosure controls and procedures were not effective.
Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a- 15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, a company’s principal executive and principal financial officers and effected by a company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company.
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Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
All internal control systems, no matter how well designed, have inherent limitations and can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Our management, including the Chief Executive Officer, assessed the effectiveness of our internal control over financial reporting as of January 31, 2025. In making our assessment, we used the framework and criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(“COSO”) (2013) in Internal Control-Integrated Framework. Based on that assessment, our management has identified certain material weaknesses in our internal control over financial reporting.
| (1) | Our management concluded that as of January 31, 2025, our internal control over financial reporting was not effective, and that material weaknesses existed in the following areas as of January 31, 2025. We do not employ full time in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With respect to material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions; |
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| (2) | we have inadequate segregation of duties consistent with the control objectives including but not limited to the disbursement process, transaction or account changes, and the performance of account reconciliations and approval; |
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| (3) | we have ineffective controls over the period end financial disclosure and reporting process caused by reliance on third-party experts and/or consultants and insufficient accounting staff. |
Changes in Internal Control Over Financial Reporting
No substantial changes in our internal control over financial reporting occurred during 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, except that we have increased our use of external accounting services and adopted policies to improve timely reviews by management and coordination with accounting consultants.
ITEM 9B. OTHER INFORMATION.
None
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The following table represents the directors and executive officers of the Company and its wholly owned subsidiary, as of January 31, 2025:
Name | Position(s) Held | Age | Date First Elected or Appointed |
A. Carl Mudd | Ombudsman, Director, Chairman of the Board, and Sole Member of the audit committee | 81 | December 23, 2020, as to all positions |
Michael D Rountree | Chief Executive Officer(1), Chief Financial Officer, Chief Operating Officer, President and Treasurer | 55 | January 31, 2021, as to CEO and CFO, December 8, 2020, as to Treasurer and June 21, 2017, as to COO. January 17, 2023, as to President. |
S. Randall Oveson | Director and Secretary, and Sole Director of Subsidiary, GaDu (1) | 63 | June 21, 2017, as to all positions other than Secretary, effective January 17, 2023. |
| (1) | On April 2, 2025, Mr. Oveson resigned as Secretary and Mr. Rountree was appointed Secretary of the Company. Concurrently, the Board of Directors of the Company deemed it in the best interest of the Company and the shareholders to dissolve Ga-Du Corporation; on April 3, 2025, a Certificate of Dissolution/Withdrawal was filed with the state of Nevada, and Ga-Du Corporation was dissolved. |
Mr. A. Carl Mudd
Mr. Mudd has extensive management experience, especially in the financial area, and has spent over 18 years consulting with and mentoring CEOs and board of directors of major companies on global strategy, business processes and international operations. In addition, he has 27 years of experience in international companies holding the key executive positions of chief financial officer, chief operating officer, and president. Mr. Mudd currently, and has 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 and as an advisory director to several large privately held companies. He also served as a Statutory Director and Chairman of the Nominating & Corporate Governance Committee of the National Association of Corporate Directors-North Texas Chapter and as Director in Residence with the Institute for Excellence in Corporate Governance-School of Management, University of Texas at Dallas.
Mr. Mudd has extensive business experience in a variety of industries serving as President, COO, and CFO of multi-national corporations and as a coach/advisor to CEOs and Boards of Directors. His expertise includes board structure/best practices and corporate governance, global strategy, M&A, multi-national/global manufacturing and distribution, business restructure and turn-around, and developing/implementing enterprise-wide business process reengineering and change management in a variety of industries. Much of his experience has been with international businesses including Latin America, Western Europe and Asia, plus being based in China for six years.
Mr. Mudd is a Certified Public Accountant (retired), holds a business degree from St. Edward’s University in Austin, Texas and a Certification of Director Education from The National Association of Corporate Directors Institute.
Mr. Mudd retired on December 31, 2014; however, he came out of retirement to serve as a Director and Ombudsman for the Company on December 23, 2020. Other than serving as a Director and Ombudsman for the Company, Mr. Mudd has been retired since 2014.
S Randall Oveson
BS MBA • Management, Finance, and Accounting
Mr. Oveson started his career as a Financial Analyst with Suite Thinking, Inc., a boutique hospitality consulting firm in Newport Beach, CA. There Mr. Oveson developed systems and processes used to analyze dozens of hotels part of a $500 million+ portfolio in various financial and operational categories still in use in the hospitality industry today.
Upon completion of his MBA at Pepperdine University Mr. Oveson has taken CEO, COO, CFO, and CIO roles in hospitality, the aerospace, manufacturing, brokerage, action sports, telecommunications, and the banking and healthcare technology industries. His range of experience includes all aspects of management for start-up and mid-tier companies both public and private entities. He has led dozens of full financial audits and reviews and has also led numerous PCI audits and MasterCard RAMP reviews. He has been instrumental in projects as diverse as the first and largest prepaid CLEC in the State of California to building out and growing the first financial data center on the island of Antigua.
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Mr. Oveson served as the General Manager and Director of Finance for Grenada Citizenship Development LTD from 2016 to 2019, and as a Director and Consultant for NOW CFO, from 2019 to January 2025, conducting outsourced accounting work at all levels outside of the CPA audits/reviews and tax filings. He presently holds the title of Director of Finance for a Utah based Family Office.
Mr. Oveson is currently involved in financial processing projects in Europe, Canada, and the US.
Michael D. Rountree
Mr. Rountree is the Founder and President of Rountree Consulting, which he formed in 1997. Mr. Rountree has been the sole member of Rountree Consulting since 1997. He is a certified public accountant as well as a business and financial manager and advisor, providing financial, strategy, and business consulting services to clients with the goal of increasing sales and growing revenue, while also actively lowering expenses while streamlining operational efficiencies. Mr. Rountree spent 3 years with Deloitte and Touche, as well as Price Waterhouse, working on multi-state tax and financial accounting engagements for large Fortune 500 and Global 2000 clients. Mr. Rountree also spent 3 years at the State of California Franchise Tax Board. His initial work was with the traditional corporate and individual audit group, but he was quickly promoted to the forensics audit practice where he handled complex financial, tax and audit engagements.
Mr. Rountree has dedicated his service to his company, Rountree Consulting, since 1997, and to ESSI since June 21, 2017. He previously served as a director for Eventure Interactive, Inc., which went dormant in 2016.
Mr. Rountree holds a BS degree with an emphasis in Accountancy from C.S.U Long Beach and a Masters in Business Taxation from the Leventhal School of Accounting at the University Southern of California.
Information with Respect to Our Board of Directors
The following is a brief description of the structure and certain functions of our Board of Directors. Each of the current directors is serving until his respective successor is duly elected, subject to earlier resignation. We do not have standing audit, compensation or nominating committees of our Board of Directors. However, the full Board of Directors performs all of the functions of a standing audit committee, compensation committee and nominating committee.
Audit Committee Related Function
Mr. Carl Mudd currently serves as the sole member of our audit committee. This is due to the small number of members of our Board of Directors, the small number of executive officers involved with our Company, and the fact that we operate with few employees. Our Board of Directors will continue to evaluate, from time to time, whether a separately designated standing audit committee should be put in place. We do not have an audit committee charter.
The Board of Directors reviews with management and the Company’s independent public accountants the Company’s financial statements, the accounting principles applied in their preparation, the scope of the audit, any comments made by the independent accountants upon the financial condition of the Company and its accounting controls and procedures and such other matters as the Board of Directors deems appropriate. Because our common stock is not quoted on any markets currently, we are not subject to the listing requirements of any securities exchange regarding audit committee related matters.
We have two directors, plus our CEO, any one of whom would qualify as an “audit committee financial expert”, including Mr. Mudd who currently is the sole member serving on our audit committee.
Compensation Committee Related Function
We do not currently have a standing compensation committee, and do not have a compensation committee charter. The full Board of Directors currently has the responsibility of reviewing and establishing compensation for executive officers and making policy decisions concerning salaries and incentive compensation for executive officers of the Company.
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The Company’s executive compensation program is administered by the Board of Directors, which determines the compensation of the Chief/Executive Officer/President and the Chief Financial Officer of the Company. In reviewing the compensation of the individual executive officers, the Board of Directors considers the recommendations of the Chief Executive Officer, other market information and current market conditions, as well as any existing employment agreements with them.
Nominating Committee Related Function
We do not currently have a standing nominating committee. We have not adopted procedures by which security holders may recommend nominees to serve on our board of directors.
Director Independence
As of January 31,2025, one (1) of our two (2) directors, A Carl Mudd, is considered “independent” in accordance with Rule 4200(a)(15) of the NASDAQ Marketplace Rules. Mr. Mudd is not an executive officer or employee of the Company, nor does he have any relationship with the Company which would interfere with the exercise of independent judgment in carrying out his responsibilities as a director. Mr. Oveson, our other director, is not considered an independent director.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other of our equity securities. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
To our knowledge, based solely on a review of the copies of such reports furnished to us during the fiscal year ended January 31, 2025, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were not complied with.
Code of Ethics
We have not adopted a Code of Ethics for our principal executive and financial officers.
ITEM 11. EXECUTIVE COMPENSATION.
Summary Compensation Table
The following table summarizes the compensation paid, with respect to years ended January 31, 2025, and 2024 for services rendered to us in all capacities, to each person who served as an executive officer of the Company.
Name & Principal Position |
| FYE Jan 31 |
| Salary ($) |
|
| Bonus ($) |
| Stock Award ($) |
| Option Awards ($) |
| Non-Equity Incentive Plan Compensation ($) |
| Change in Pension Value and Nonqualified Deferred Compensation Earning ($) |
| All Other Compensation ($) |
| Total ($) |
| ||
Michael D Rountree CEO, COO and CFO, President and Treasurer (1) |
| 2025 |
|
| 250,000 |
|
| None |
| None |
| None |
| None |
| None |
| None |
|
| 250,000 |
|
| 2024 |
|
| 250,000 |
|
| None |
| None |
| None |
| None |
| None |
| None |
|
| 250,000 |
| |
A Carl Mudd, Ombudsman, Director and Chairman of the Board (2) |
| 2025 |
|
| 120,000 |
|
| None |
| None |
| None |
| None |
| None |
| None |
|
| 120,000 |
|
| 2024 |
|
| 120,000 |
|
| None |
| None |
| None |
| None |
| None |
| None |
|
| 120,000 |
| |
| 30 |
| Table of Contents |
[1] | Michael D. Rountree was appointed COO of the Company on June 21, 2017, and on December 8, 2020, he was appointed interim CFO and Treasurer. On January 28, 2021, effective January 31, 2021, Mr. Rountree formally accepted the positions of CEO and CFO. Effective January 17, 2023 Mr. Rountree assumed the role of President upon resignation of Mr. Jeffery Taylor. Mr. Rountree entered into a revised Executive Employment agreement, as amended March 1, 2021, whereunder he was issued 3,000,000 shares of restricted common stock valued at $33,000 in the year ended January 31, 2021, and was entitled to a base annual salary of $250,000 for each subsequent year, which amount shall accrue until such time as the Company has available resources. As at January 31, 2025 there was a total of $1,440,000 (January 31, 2024 - $1,190,000) in accrued and unpaid salary under the terms of the aforementioned employment agreement. |
[2] | On December 23, 2020, the Company entered into a Board Advisory Agreement by which Mr. Carl Mudd agreed to serve as the Chairman of the Board of Directors of the Company and as Ombudsman for the Company. The Company has accrued an advisory fee of Ten Thousand Dollars ($10,000) per month, commencing December 24, 2020. As at January 31, 2025 Mr. Mudd was owed $490,00 ($370,000 – January 31, 2024) which is comprised of unpaid fees incurred under his contract. |
Outstanding Equity Awards
None
Employment Agreements
We do not have any employment agreements as of January 31, 2025, other than the employment agreement with Mike Rountree as described above and the court ordered advisory fee payable to Mr. Mudd as Ombudsman.
Director Compensation
When our employees serve on our Board of Directors, we do not give them any additional compensation in respect of such Board service. Directors currently serve without compensation.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth, as of January 31, 2025, certain information with respect to the beneficial ownership of its common stock by each stockholder known by the Company to be the beneficial owner of more than 5% of its common stock and by each of its current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
| 31 |
| Table of Contents |
Title of Class |
| Name of Beneficial Owner |
| Address |
| Amount and Nature of Shares (1) |
|
| Percent of Class Owned (2) |
|
| Percent of Total Voting Shares (3) |
| |||
Directors and Officers |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Common |
| Michael D. Rountree, CEO, CFO, and COO, President and Treasurer |
| 300 S El Camino Real, #206 San Clemente, CA 92672 |
|
7,126,491 Direct |
|
|
| 13.46 | % |
|
| 13.46 | % | |
Common |
| A. Carl Mudd, Ombudsman, Director and Chairman of the Board |
| 300 S El Camino Real, #206 San Clemente, CA 92672 |
|
2,500,000 Direct |
|
|
| 4.72 | % |
|
| 4.72 | % | |
Common |
| S. Randall Oveson, Director and Secretary, and Sole Director of Subsidiary, GaDu (5) |
| 492 N 120 West Lindon, UT 84014 |
|
| 1,750,000 (of which 750,000 shares are held directly and 1,000,000 shares are held by Deepsea Solutions LLC)(4) |
|
|
| 3.30 | % |
|
| 3.30 | % |
|
| Total Officers and Directors as a Group (3 persons) |
|
|
| 11,376,491 Common Shares |
|
|
| 21.08 | % |
|
| 21.08 | % | |
Common |
| Jeffery Taylor |
| 1608 Kauhikoa Haiku, HI 96708 |
|
4,279,019 Direct |
|
|
| 8.08 | % |
|
| 8.08 | % | |
Common |
| Andy Tucker (Deceased) |
| 11054 SE 212th Street Seattle, WA 98031 |
|
5,447,019 Direct |
|
|
| 10.29 | % |
|
| 10.29 | % | |
Common |
| Don Lee Taylor |
| 1608 Kauhikoa Haiku, HI 96708 |
|
4,279,019 Direct |
|
|
| 8.08 | % |
|
| 8.08 | % | |
|
| Total greater than 5% holders as a Group |
|
|
| 14,005,057 Common Shares |
|
|
| 26.45 | % |
|
| 26.45 | % | |
|
| Total Common |
|
|
|
| 25,381,548 |
|
|
| 47.92 | % |
|
| 47.92 | % |
(1) | As used herein, the term beneficial ownership with respect to a security is defined by Rule 13d-3 under the Securities Exchange Act of 1934 as consisting of sole or shared voting power (including the power to vote or direct the vote) and/or sole or shared investment power (including the power to dispose or direct the disposition of) with respect to the security through any contract, arrangement, understanding, relationship or otherwise, including a right to acquire such power(s) within 60 days of January 31,2025. Unless otherwise noted, beneficial ownership consists of sole ownership, voting and investment rights. |
(2) | There were 52,957,572 shares of common stock outstanding on January 31, 2025, and 0 shares of Preferred Stock issued and outstanding. |
(3) | Calculation of percentage of Voting Shares is based on the following voting rights: (a) each share of Common Stock has the right to cast one (1) vote. |
(4) | Deepsea Solutions LLC is 50% controlled by S. Randall Oveson. |
(5) | On April 2, 2025, Mr. Oveson resigned as Secretary and Mr. Rountree was appointed Secretary of the Company. Concurrently, the Board of Directors of the Company deemed it in the best interest of the Company and the shareholders to dissolve Ga-Du Corporation; on April 3, 2025, a Certificate of Dissolution/Withdrawal was filed with the state of Nevada, and Ga-Du Corporation was dissolved. |
| 32 |
| Table of Contents |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Our Board of Directors currently consists of two directors, one of was officer of the Company through April 2, 2025. As of January 31, 2025, we disclose that we had one independent director.
In general, it is our policy to submit all proposed related party transactions (those of the kind and size that may require disclosure under Regulation S-K, Item 404) to the Board of Directors for approval. The Board of Directors only approves those transactions that are on terms comparable to, or more beneficial to us than, those that could be obtained in arm’s length dealings with an unrelated third party. Examples of related party transactions covered by our policy are transactions in which any of the following individuals has or will have a direct or indirect material interest: any of our directors or executive officers, any person who is known to us to be the beneficial owner of more than 5% of our common stock, and any immediate family member of one of our directors or executive officers or person known to us to be the beneficial owner of more than 5% of our common stock.
Details of Related Party Transactions are disclosed in Note 7 to the Financial Statements appended hereto.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees
The aggregate fees billed to us by our principal accountants, Fruci & associates II, PLLC for auditing services for fiscal year 2025 was $47,625 and for year 2024 was $36,000.
Audit-Related Fees, Tax Fees and All Other Fees
There were no fees billed to us by our principal accountant for fiscal year 2025 and 2024 for assurance and related services (audit-related fees), tax services or other products and services.
Audit Committee Matters
We have an audit committee consisting of one member. The audit fees were 100% and the audit related fees were 0% of the total fees and were approved by the Audit Committee Chair and our Board of Directors.
| 33 |
| Table of Contents |
PART IV
ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a) The following documents have been filed as a part of this Annual Report on Form 10-K
| 1. | Financial Statements |
|
| Page |
| F-1 | |
| F-2 | |
| F-3 | |
| F-4 | |
| F-5 | |
| F-6 |
34 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Eco Science Solutions, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Eco Science Solutions, Inc. (“the Company”) as of January 31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended January 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2025 and 2024 and the results of its operations and its cash flows for each of the years in the two-year period ended January 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated significant revenue to date and has a large working capital deficit and accumulated deficit. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.
We have served as the Company’s auditor since 2024.
| |
May 15, 2025 |
|
| F-1 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
AUDITED CONSOLIDATED BALANCE SHEETS
|
| January 31, 2025 |
|
| January 31, 2024 |
| ||
|
|
|
|
|
|
| ||
ASSETS |
|
|
|
|
|
| ||
Current assets |
|
|
|
|
|
| ||
Cash |
| $ |
|
| $ |
| ||
Prepaid expenses |
|
|
|
|
|
| ||
Total current assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Intangible asset |
|
|
|
|
|
| ||
TOTAL ASSETS |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
| $ |
|
| $ |
| ||
Related party payables |
|
|
|
|
|
| ||
Notes payable, short-term, related party |
|
|
|
|
|
| ||
Notes payable |
|
|
|
|
|
| ||
Convertible note, net |
|
|
|
|
|
| ||
Total current liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
| |
|
|
| |
|
|
|
|
|
|
|
|
|
|
Stockholders’ deficit |
|
|
|
|
|
|
|
|
Preferred stock, $ |
|
|
|
|
|
| ||
Common stock, $ |
|
|
|
|
|
| ||
Treasury stock ( |
|
| ( | ) |
|
| ( | ) |
Additional paid in capital |
|
|
|
|
|
| ||
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
Total stockholders’ deficit |
|
| ( | ) |
|
| ( | ) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these audited consolidated financial statements.
| F-2 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
|
| For the Year ended January 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Revenue |
| $ |
|
| $ |
| ||
Total revenue |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
Cost of revenue |
|
|
|
|
|
| ||
Legal, accounting and audit fees |
|
|
|
|
|
| ||
Management and consulting fees |
|
|
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|
|
| ||
Research, development, and promotion |
|
|
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|
|
| ||
Office supplies and other general expenses |
|
|
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|
|
| ||
Total operating expenses |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net operating loss |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Other income (expenses) |
|
|
|
|
|
|
|
|
Interest expense |
|
| ( | ) |
|
| ( | ) |
Interest expense, related parties |
|
| ( | ) |
|
| ( | ) |
Total other income (expenses) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
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|
Income tax expense |
|
| |
|
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| |
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|
Net loss |
| $ | ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Net loss per common share - basic and diluted |
| $ | ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding - basic and diluted |
|
|
|
|
|
| ||
The accompanying notes are an integral part of these audited consolidated financial statements.
| F-3 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
|
| Preferred Stock |
|
| Common Stock |
|
| Treasury Stock |
|
| Additional Paid in |
|
| Accumulated |
|
|
|
| ||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Total |
| |||||||||
|
|
|
|
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|
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|
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| |||||||||
Balance, January 31, 2023 |
|
| - |
|
| $ |
|
|
|
|
| $ |
|
|
| ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
Balance, January 31, 2024 |
|
| - |
|
| $ |
|
|
|
|
| $ |
|
|
| ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
Balance, January 31, 2025 |
|
| - |
|
| $ |
|
|
|
|
| $ |
|
|
| ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||
The accompanying notes are an integral part of these audited consolidated financial statements.
| F-4 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
| For the Year January 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Cash flows from operating activities: |
|
|
|
|
|
| ||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Prepaid expenses |
|
| ( | ) |
|
|
| |
Increase in accounts payable and accrued expenses |
|
|
|
|
|
| ||
Increase in related party payables |
|
|
|
|
|
| ||
Net cash used in operating activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
Purchase of software |
|
|
|
|
| ( | ) | |
Net cash used in investing activities |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Advances from related party loans |
|
|
|
|
|
| ||
Net cash provided by financing activities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net increase in cash |
|
|
|
|
|
| ||
Cash-beginning of year |
|
|
|
|
|
| ||
Cash-end of year |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES |
|
|
|
|
|
|
|
|
Interest paid |
| $ |
|
| $ |
| ||
Income taxes paid |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these audited consolidated financial statements.
| F-5 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS
Organization and nature of business
The Company was incorporated in the state of Nevada on December 8, 2009 under the name Pristine Solutions, Inc. On January 8, 2014, the Company changed its name from Pristine Solutions, Inc. to Eco Science Solutions, Inc.
On June 21, 2017, the Company acquired 100% of the shares of capital stock of Ga-Du Corporation (“Ga-Du”), at which time Ga-Du became a wholly owned subsidiary of the Company. Ga-Du offers a Financial Services Platform, as well as Inventory Control and Advisory Software Platforms, and Retail Inventory Control, bringing important enterprise technologies in-house and bringing ESSI an opportunity to expand the reach of its Herbo branding.
On January 28, 2021, the Company entered into an Asset Purchase Agreement with Haiku Holdings, LLC, wherein the Company purchased an enterprise software platform, coupling the Company’s consumer engagement applications and e-commerce platform to this proprietary enterprise accounting, inventory management, customer relationship management, and overall business operations, of which was developed by Haiku Holdings, LLC. The terms of the Asset Purchase Agreement are such that ESSI shall deliver to the Seller and/or it’s assigns an aggregate of
On April 5, 2023, the Company and eXPO Financial Services LLC entered into a Software Acquisition Agreement (the “Software Agreement”) whereunder the Company has acquired from eXPO Financial Services all rights, title and interest to a computer program referred to as eXPO (electronic eXchange portal) for a total purchase price of $
Going Concern
These audited 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 January 31, 2025, the Company had a working capital deficit of $
Other factors
Factors which may impact the Company’s ongoing operations include inflation, the recent war in the Ukraine, , 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 audited 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.
| F-6 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies is presented to assist in understanding the Company’s consolidated financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the consolidated financial statements. Certain reclassifications have been made to the prior period’s consolidated financial statements to conform to the current period’s presentation.
Principals of Consolidation
The consolidated financial statements include the accounts of Eco Science Solutions, Inc. and its wholly-owned subsidiary, Ga-Du Corporation. All significant intercompany balances and transactions have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Property and Equipment
Property and equipment are recorded at cost. Depreciation and amortization on property and equipment are determined using the straight-line method over the three to five year estimated useful lives of the assets.
Technology, licensing rights and software (Intangible assets)
Technology, licensing rights and software are recorded at cost and capitalized. These costs are reviewed for impairment at a minimum of once per year or whenever events or changes in circumstances suggest a need for evaluation. During the three months ended April 30, 2023 the Company acquired certain commercial software (ref: Note 3) at a cost of $
Advertising and Marketing Costs
Advertising and marketing costs are expensed as incurred and were $
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.
| F-7 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
$
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 years ended January 31, 2025, and 2024 we incurred costs of sales of $
Segment Reporting
Operating segments are comprised of the components of an entity in which separate information is available for evaluation by the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources in evaluating performance. The Company consists of a single reporting segment providing clients a cloud-based ERP platform (“Herbo”) and a financial services platform (“Herbo Pay”) to support the unique end-to-end business requirements of regulated, cash-intensive industries. While the Company operates both Herbo and Herbo Pay, these offerings are considered sufficiently similar to represent one operating segment.
The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The accounting policies for our software platforms will include revenue recognition applicable to software-as-a-service including monthly installments for licenses to our platforms over specific periods of time. The Company is not yet generating revenue from its primary operations. The CODM evaluates the performance of the single operating segment based on the Company’s net income (loss) as reported in the Statements of Operations and allocates resources based on ongoing software development budgets and expected marketing costs to engage consumers. The Company’s segment assets, including intangible assets, are reported on the Balance Sheets.
The CODM will review performance upon commencement of sales based on gross profit, operating profit, and net earnings. Operating profit is reviewed to monitor the operating and administrative expenses of the Company. Profitability is important to the Company’s ability to grow and expand operations and strategic initiatives. The Company does not have any operations or sources of revenue outside of the United States. The Company does not presently have any customer representing more than 10% of total revenues for any period presented, and currently has no revenues. Accordingly, the CODM considers operating expenses, and other income (expenses) of our single operating segment as reported on the statement of operations and considers our current and total assets as recorded on the balance sheet. There are no additional expense or asset information that are supplemental to those disclosed in these consolidated financial statements that are regularly provided to the CODM.
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 January 31, 2025, and 2024, $
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 a convertible note with a principal balance of $
| F-8 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Income Taxes
The Company follows ASC 740 – Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Recently issued accounting pronouncements
Accounting pronouncements not listed below were assessed and determined to be not applicable or are expected to have minimal impact on the Company’s Consolidated Financial Statements.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and an explanation of any additional measures the CODM uses in deciding how to allocate resources. The new guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The guidance is to be applied on a retrospective basis, with such disclosures to be made in regard to all prior periods presented in the financial statements. The Company completed its assessment and concluded this update had no material impact on its consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 470): Improvements to Income Tax Disclosures, which are designed to increase the transparency and decision-usefulness of income tax disclosures for financial statement users. The ASU follows investors indication and request for enhanced tax disclosures in order to better assess an entity’s operations, related tax risks, jurisdictional tax exposures, and increase transparency regarding tax information through improvements to tax disclosures, specifically rate reconciliation, income taxes paid, and unrecognized tax benefits and certain temporary differences. The new guidance is effective for fiscal years beginning after December 15, 2024 and interim periods within fiscal years beginning after December 15, 2025, and early adoption is permitted. The guidance is to be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.
In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate Related Disclosures for Investors, which requires registrants to disclose climate-related information in registration statements and annual reports. The new rules would be effective for annual reporting periods beginning in fiscal year 2025. However, in April 2024, the SEC exercised its discretion to stay these rules pending the completion of judicial review of certain consolidated petitions with the United States Court of Appeals for the Eighth Circuit in connection with these rules. We are evaluating the impact the adoption of this rule, if any, on our financial statements.
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 a computer program referred to as eXPO (electronic eXchange portal) for a total purchase price of $
| F-9 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities at January 31, 2025 and 2024 consist of the following:
|
| January 31, 2025 |
|
| January 31, 2024 |
| ||
Accounts payable |
| $ |
|
| $ |
| ||
Interest payable |
|
|
|
|
|
| ||
Accrued other expenses |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
NOTE 5 – NOTES PAYABLE
Notes payable consists of the following loans:
|
| January 31, 2025 |
|
| January 31, 2024 |
| ||
Notes 1 in fiscal year 2017 each due in three months from issuance date |
| $ |
|
| $ |
| ||
Note 2 in fiscal year 2017 due in three months from issuance date |
|
|
|
|
|
| ||
Notes 3 in fiscal year 2017, 2018 and 2019, each due in twelve months from issuance date |
|
|
|
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|
| ||
Notes 4 in fiscal year 2017, each due in nine months from issuance date |
|
|
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|
| ||
Note 5 in fiscal year 2019 due in nine months from issuance date |
|
|
|
|
|
| ||
Note 6 in fiscal year 2021 due in 3 years from issuance date |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
Interest expenses for above notes recorded in the fiscal years ended January 31, 2025 and 2024 is as follows:
|
| For the Years Ended January 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Interest expenses |
| $ |
|
| $ |
| ||
Notes 1:
During the fiscal year ended January 31, 2017, the Company received an accumulated amount of $
Interest expenses recorded in years ended January 31, 2025 and 2024 is as follows:
|
| For the Years Ended January 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Interest expense |
| $ |
|
| $ |
| ||
|
| January 31, 2025 |
|
| January 31, 2024 |
| ||
Interest payable |
| $ |
|
| $ |
| ||
Note payable |
| $ |
|
| $ |
| ||
| F-10 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 2:
During the fiscal year ended January 31, 2017, the Company received an amount of $
Interest expenses recorded in years ended January 31, 2025, and 2024 is as follows:
|
| For the Years Ended January 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Interest expense |
| $ |
|
| $ |
| ||
|
| January 31, 2025 |
|
| January 31, 2024 |
| ||
Interest payable |
| $ |
|
| $ |
| ||
Note payable |
| $ |
|
| $ |
| ||
Notes 3:
During the fiscal year ended January 31, 2017, the Company received an amount of $
On March 28, 2018 this third party purchased an additional $
During the fiscal year ended January 31, 2021 and 2020, the Company made cash payments of $
On December 8, 2020, the Company cancelled One Million Five Hundred Thousand Dollars ($
On January 31, 2021, the Company and Note holder entered into a consolidation of the principal sums of prior notes (“Consolidated Note’) entered into between the dates of January 1, 2017, and January 31, 2021. This Consolidated Note is non-interest bearing and pursuant to a court order in the action captioned In re Eco Science Solutions, Inc. Shareholder Derivative Litigation Lead Civil No. 1:17-cv-00530-LEW no interest accrued on any prior notes shall be payable to the note holder. The term of this Consolidated Note was one year, and one day, and due on February 1, 2022. However, no payments shall be made toward this Note without approval from the Board of Directors. The Consolidated Note is currently in default.
|
| January 31, 2025 |
|
| January 31, 2024 |
| ||
Note payable |
| $ |
|
| $ |
| ||
| F-11 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes 4:
During the year ended January 31, 2019, the Company received $
Interest expenses recorded in years ended January 31, 2025 and 2024 is as follows:
|
| For the Years Ended January 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Interest expense |
| $ |
|
| $ |
| ||
|
| January 31, 2025 |
|
| January 31, 2024 |
| ||
Interest payable |
| $ |
|
| $ |
| ||
Note payable |
| $ |
|
| $ |
| ||
Note 5:
On September 12, 2018, the Company received $
Interest expenses recorded in years ended January 31, 2025, and 2024 is as follows:
|
| For the Years Ended January 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Interest expense |
| $ |
|
| $ |
| ||
|
| January 31, 2025 |
|
| January 31, 2024 |
| ||
Interest payable |
| $ |
|
| $ |
| ||
Note payable |
| $ |
|
| $ |
| ||
Note 6:
On December 8, 2020, the Company entered into a Promissory Note in the amount of $
Interest expenses recorded in years ended January 31, 2025, and 2024 is as follows:
|
| For the Years Ended January 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Interest expense |
| $ |
|
| $ |
| ||
|
| January 31, 2025 |
|
| January 31, 2024 |
| ||
Interest payable |
| $ |
|
| $ |
| ||
Note payable |
| $ |
|
| $ |
| ||
| F-12 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 – CONVERTIBLE NOTE PAYABLE
During October 2017, the Company entered into a convertible note for a total of $
(a) | Convert the $ |
(b) | Lender may demand full payment of $ |
The note has a conversion feature with a fixed discount to the trading price of the underlying common stock and therefore, the potential for the convertible note to become stock settled debt. The note allows the holder to convert the debt to shares of common stock at a 15% discount to the closing price of the Company’s common stock at the lender’s request. Therefore, upon review of the applicable guidance contained in ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, given that the note has a principal balance of $
As at the date of this report, the Lender has not made a demand for payment and the note is in default.
At January 31, 2025 and 2024, convertible notes payable consisted of the following:
|
| January 31, 2025 |
|
| January 31, 2024 |
| ||
Principal amount |
| $ |
|
| $ |
| ||
Liability on stock settled debt |
|
|
|
|
|
| ||
Convertible notes payable, net |
| $ |
|
| $ |
| ||
Interest expenses recorded in the years ended January 31, 2025, and 2024 is as follows:
|
| For the years Ended January 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Interest expense |
| $ |
|
| $ |
| ||
|
| January 31, 2025 |
|
| January 31, 2024 |
| ||
Interest payable |
| $ |
|
| $ |
| ||
NOTE 7 – RELATED PARTY TRANSACTIONS
As of January 31, 2025, and January 31, 2024, related parties and former related parties are due a total of $
|
| January 31, 2025 |
|
| January 31, 2024 |
| ||
Related party payables (1)(2)(3)(4)(5)(6) |
| $ |
|
| $ |
| ||
Notes payable (1)(3)(4) |
|
|
|
|
|
| ||
Total related party transactions |
| $ |
|
| $ |
| ||
| F-13 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Services provided from related parties and former related parties:
|
| For Years Ended January 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Mr. Jeffery Taylor (1)(a) |
| $ |
|
| $ |
| ||
Mr. Don Lee Taylor (1)(a) |
|
|
|
|
|
| ||
Ms. Jennifer Taylor (2)(a) |
|
|
|
|
|
| ||
Ms. Meredith Rountree (2)(b) |
|
|
|
|
|
| ||
Mr. Michael Rountree (3)(a) |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
Interest expenses due to related parties and former related parties:
|
| For Years Ended January 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Mr. Don Lee Taylor (1)(b) |
| $ |
|
| $ |
| ||
Mr. Michael Rountree (3)(b) |
|
|
|
|
|
| ||
Mr. Lewis (4) |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
(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
During the years ended January 31, 2024, and 2023, the Company paid $
| F-14 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(b) Note payable
On February 17, 2016, the Company issued promissory notes to Mr. Jeffery Taylor, CEO, in the amount of $
(2a) | For the fiscal years ended January 31, 2025, and 2024, the Company was invoiced a total of $ |
|
|
(2b) | For the fiscal years ended January 31, 2025, and 2024, the Company was invoiced a total of $ |
(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 $
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 $
We recorded $
In addition, during the years ended January 31, 2025, and 2024, Mr. Rountree funded a total accumulated amount of $ |
(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 $
| F-15 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
During the fiscal year ended January 31, 2020, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $
During the fiscal year ended January 31, 2021, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $
During the year ended January 31, 2022, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $
During the year ended January 31, 2023, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $
During the year ended January 31, 2024, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $
During the year ended January 31, 2025, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $
These notes bear interest at a rate of
(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 $ |
|
|
| (b) Note payable
During the three months ended April 30, 2018, Mr. Lewis paid $
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 $ |
(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 $ |
|
|
(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 $ |
|
|
(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. |
| F-16 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 – CAPITAL STOCK
Common Stock
The total number of authorized shares of common stock that may be issued by the Company is
As of January 31, 2025 and 2024, there were
Preferred Shares
The total number of authorized shares of preferred stock that may be issued by the Company is
Series A Voting Preferred Shares
On January 11, 2016, the Company’s Board of Directors (the “Board”) authorized the creation of
As of January 31, 2025, and 2024, no Series A Voting Preferred Shares were issued.
NOTE 9 – COMMITMENTS
(a) | On July 21, 2017, we entered into a Sublease commencing August 1, 2017, and terminating the earlier of (a) March 31, 2020, or (b) the date the sublease is terminated by sub landlord upon the occurrence of an event of default, the sublease covered a total of 6,120 square feet of office space. Monthly base rent for the period September 1, 2017 to July 31, 2018 was $ |
| F-17 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(b) The Company has entered into verbal agreements with Take2L, an arm’s length third party, to develop and service our current technology platform in consideration for certain fees as invoiced monthly. On September 1, 2018, Take2L invoiced $ As at January 31, 2025 and 2024 an amount of $
(c) | As a result of an Order and Final Judgment signed by the Honorable Leslie Kobayashi and filed with the United States District Court for the District of Hawaii on December 3, 2020 with respect to the action captioned In re Eco Science Solutions, Inc. Shareholder Derivative Litigation Lead Civil No. 1:17-cv-00530-LEW-WRP (D. Haw.), the Company and Plaintiffs undertook certain actions including the cancelation of certain shareholdings by various parties, the cancelation of certain debt by certain Plaintiffs, the settlement of certain legal fees by way of issuance of shares of common stock, the reconstitution of the board and the appointment of an Ombudsman, for the Company for a term of four (4) years from the settlement date. Among other commitments, the Company agreed as resources are available to implement certain Governance Reforms in two phases, including but not limited to the following: |
| - | Appointment of two new independent directors to the Company’s board of directors |
| - | Appointment of an Ombudsman |
| - | Binding of Directors and Officers’ Insurance |
| - | Creation of a Board level governance committee |
| - | Adoption of written corporate guidelines and a code of ethics |
| - | Creation of an audit committee |
| - | Creation of an investor relations officer |
| - | Retention of In-house Counsel |
| - | Appointment of several additional positions including a CAO and enhancement of Board independence; |
| - | Implementation of additional policies and practices. |
| Further, the Company undertook to dedicate not less than 15% of such revenue, debt raised, or equity infused (regardless of source, but apart from and in addition to any personal contributions toward Company operations made by current officers, directors and employees) toward achieving the agreed-upon objectives and implementation and maintenance of the Governance Reforms. Upon attainment of $ |
(d) | On December 23, 2020, the Company entered into a Board Advisory Agreement by which Mr. Carl Mudd agreed to serve as the Chairman of the Board of Directors of the Company (the “Board”) and as Ombudsman for the Company pursuant to both Rule 53 of the Federal Rules of Civil Procedure, and to the Order and Judgment in the settlement of a lawsuit entitled In re Eco Science Solutions, Inc. Shareholder Derivative Litigation Lead Civil No. 1:17-cv-00530-LEW-WRP (D. Haw.) (the “Stipulation of Order”).
As consideration for his service, in addition to receiving two million five hundred thousand ( |
| F-18 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 – INCOME TAXES
During the years ended January 31, 2025, and 2024, no provision for income taxes was recorded as the Company generated net operating losses.
The tax effects of temporary differences that give rise to deferred tax assets for years ended January 31, are presented below:
|
| 2025 |
|
| 2024 |
| ||
Deferred Tax Assets: |
|
|
|
|
|
| ||
Net operating loss carryforward |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Total deferred tax assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Valuation allowance |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Deferred tax asset, net of valuation allowance |
| $ |
|
| $ |
| ||
A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows:
Tax benefit at federal statutory rate |
|
| ( | )% |
|
| ( | )% |
Valuation allowance |
|
| % |
|
| % | ||
Effective Rate |
|
| % |
|
| % |
The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Based upon the Company’s history of losses since inception, management believes that it is more likely than not that future benefits of deferred tax assets will not be realized.
At January 31, 2025, the Company had approximately $
| F-19 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to the Internal Revenue Code Section 382 (“Section 382”), certain ownership changes may subject the net operating loss carryforwards (“carryforwards”) and research and development tax credit carryforwards to annual limitations which could reduce or defer the carryforwards. Section 382 imposes limitations on a corporation’s ability to utilize carryforwards if it experiences an ownership change. An ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. In the event of an ownership change, utilization of the carryforwards would be subject to an annual limitation under Section 382 determined by multiplying the value of its stock at the time of the ownership change by the applicable long-term tax-exempt rate. Any unused annual limitation may be carried over to later years. The imposition of this limitation on its ability to use the carryforwards to offset future taxable income could cause the Company to pay U.S. federal income taxes earlier than if such limitation were not in effect and could cause such carryforwards to expire unused, reducing or eliminating the benefit of such carryforwards. The Company has not completed a Section 382 study to determine if there have been one or more ownership changes due to the costs associated with such a study. Until a study is completed and the extent of the limitations, if any, is able to be determined, no additional amounts have been written off or are being presented as an uncertain tax position.
The Company applies the provisions of ASC 740-10, Income Taxes. The Company has not recognized any liability for unrecognized tax benefits and does not believe there is any uncertainty with respect to its tax position. The Company’s policy with respect to unrecognized tax benefits is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.
The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending income tax examinations. Earlier years may be examined to the extent that tax credit or net operating loss carryforwards are used in future periods. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision.
NOTE 11 – SUBSEQUENT EVENTS
On April 2, 2025, Mr. Oveson resigned as Secretary and Mr. Rountree was appointed Secretary of the Company. Concurrently, the Board of Directors of the Company deemed it in the best interest of the Company and the shareholders to dissolve Ga-Du Corporation; on April 3, 2025, a Certificate of Dissolution/Withdrawal was filed with the state of Nevada, and Ga-Du Corporation was dissolved.
The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there are no additional subsequent events to disclose.
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| 2. | Financial Statement Schedules. |
All schedules are omitted because they are not applicable or not required or because the required information is included in the Financial Statements or the Notes thereto.
| 3. | Exhibits. |
The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K:
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ITEM 16 – FORM 10K SUMMARY
N/A
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ECO SCIENCE SOLUTONS INC. |
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Date: May 15, 2025 | By: | /s/ Michael Rountree |
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| Michael Rountree |
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| Chief Executive Officer and President |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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/s/ Michael Rountree |
| Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and President, Secretary and Treasurer (Principal Executive Officer and Principal Financial and Accounting Officer) |
| May 15, 2025 |
Michael Rountree |
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/s/ S. Randall Oveson |
| Director |
| May 15, 2025 |
S. Randall Oveson |
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/s/ A. Carl Mudd |
| Ombudsman, Director and Chairman of the Board |
| May 15, 2025 |
A Carl Mudd |
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| 36 |