Eco Science Solutions, Inc 10-K for FY2024

Eco Science Solutions, Inc. (ESSI)

10-K 2024-10-16 For: 2024-01-31

Added on April 06, 2026

About this 10-K

Eco Science Solutions, Inc filed this 10-K on October 16, 2024, covering the fiscal year ended January 31, 2024 (FY2024).

Headline figures

Fiscal year ended January 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $0; compared with $0 a year earlier
Net loss: $1.24M; compared with a net loss of $1.8M a year earlier

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		PAGE NO
PART I

ITEM 1	BUSINESS	4
ITEM 1A	RISK FACTORS	17
ITEM 1B	CYBERSECURITY	21
ITEM 2	PROPERTIES	22
ITEM 3	LEGAL PROCEEDINGS	22
ITEM 4	MINE SAFETY DISCLOSURES	25

PART II

ITEM 5	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	26
ITEM 6	SELECTED FINANCIAL DATA	27
ITEM 7	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	27
ITEM 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	31
ITEM 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	31
ITEM 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	32
ITEM 9A	CONTROLS AND PROCEDURES	32
ITEM 9B	OTHER INFORMATION	33

PART III

ITEM 10	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	34
ITEM 11	EXECUTIVE COMPENSATION	37
ITEM 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	38
ITEM 13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	39
ITEM 14	PRINCIPAL ACCOUNTANT FEES AND SERVICES	39

PART IV

ITEM 15	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	40

SIGNATURES		42

	●	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;
	●	The illiquidity of our common stock; and
	●	Substantial sales of shares of our common stock.

	(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.

	·	Tax and Financial Accounting

	·	Inventory Management and Tracking

	·	Bookkeeping & Banking

	·	Compliance and Reporting

	·	Payroll and Employee Time Tracking

	·	Point of Sale

	·	E-Commerce

	·	Merchant Processing Integration

	·	CRM and Customer Loyalty

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

	(1)	Our management concluded that as of January 31, 2024, our internal control over financial reporting was not effective, and that material weaknesses existed in the following areas as of January 31, 2024. 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;

	(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;

	(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.

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	80	December 23, 2020, as to all positions
Michael D Rountree	Chief Executive Officer⁽¹⁾, Chief Financial Officer, Chief Operating Officer, President and Treasurer	54	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.	62	June 21, 2017, as to all positions other than Secretary, effective January 17, 2023.

[1]	Mr. Jeffery Taylor was appointed CEO and President on December 17, 2015. He resigned as CEO on January 28, 2021, effective January 31, 2021. Mr. Taylor resigned from all of his positions, Director, President and Secretary, on January 17, 2023. During the fiscal year ended January 31, 2023, the Company paid $90,000 (2022 - $123,000) to Mr. Jeffery Taylor. As at January 31, 2023 there was a total of $50,137 owing to Mr. Jeffery Taylor (January 31, 2022 - $25,137) in respect to his employment agreement.
[2]	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, 2023 there was a total of $940,000 (January 31, 2021 - $690,000) in accrued and unpaid salary under the terms of the aforementioned employment agreement.
[3]	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, 2024 Mr. Mudd was owed $370,000 which is comprised of unpaid fees incurred under his contract.

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	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			21.48	%		21.48	%
Common	Jeffery Taylor	1608 Kauhikoa Haiku, HI 96708	4,279,019 Direct			8.08	%		8.08	%
Common	Andy Tucker	11054 SE 212^th 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 31,2024. 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, 2024, 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.

		Page

*For the Years Ended January 31, 2024 and 2023*

Report of Independent Registered Public Accounting Firm (PCAOB ID: 05525)		F-1

Consolidated Balance Sheets		F-2

Consolidated Statements of Operations		F-3

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)		F-4

Consolidated Statements of Cash Flows		F-5

Notes to Consolidated Financial Statements		F-6

	January 31, 2024			January 31, 2023

ASSETS
Current assets
Cash	$	2,106		$	526
Prepaid expenses		-			14,000
Total current assets		2,106			14,526

Intangible asset		100,000			-
TOTAL ASSETS	$	102,106		$	14,526

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	4,196,092		$	3,650,587
Related party payables		3,118,025			2,793,945
Notes payable, short-term, related party		3,632,242			3,171,979
Notes payable, current portion		2,960,118			2,610,118
Convertible note, net		1,656,213			1,656,213
Total current liabilities		15,562,690			13,882,842

Notes payable, net of current portion		-			350,000
Total liabilities		15,562,690			14,232,842

Stockholders’ deficit
Preferred stock, $0.001 par, 50,000,000 shares authorized of which 1,000 shares are designated Series A Voting Preferred , none issued and outstanding		-			-
Common stock, $0.0001 par, 650,000,000 shares authorized, 53,957,572 shares issued and 52,957,572 shares outstanding		5,396			5,396
Treasury stock (1,000,000 shares issued at a cost of $0.0075 per share)		(7,500	)		(7,500	)
Additional paid in capital, common, and deferred compensation		62,166,104			62,166,104
Accumulated deficit		(77,624,584	)		(76,382,316	)
Total stockholders’ deficit		(15,460,584	)		(14,218,316	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	102,106		$	14,526

	For the Year ended January 31,
	2024			2023

Revenue	$	-		$	-
Total revenue		-			-

Operating expenses:
Cost of revenue		-			-
Legal, accounting and audit fees		125,358			128,140
Management and consulting fees		592,333			768,000
Research, development, and promotion		404,865			781,782
Office supplies and other general expenses		47,467			53,487
Total operating expenses		1,170,023			1,731,409

Net operating loss		(1,170,023	)		(1,731,409	)

Other income (expenses)
Interest expense		(38,912	)		(38,909	)
Interest expense, related parties		(33,333	)		(27,237	)
Total other income (expenses)		(72,245	)		(66,146	)

Net loss	$	(1,242,268	)		(1,797,555	)

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

Weighted average common shares outstanding - basic and diluted		52,957,572			52,957,572

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

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

Net loss		-		-		-		-		-			-			-		(1,797,555	)		(1,797,555	)
Balance, January 31, 2023		-	$	-		53,957,572	$	5,396		(1,000,000	)	$	(7,500	)	$	62,166,104	$	(76,382,316	)	$	(14,218,316	)

Net Loss		-		-		-		-		-			-			-		(1,242,268	)		(1,242,268	)
Balance, January 31, 2024		-	$	-		53,957,572	$	5,396		(1,000,000	)	$	(7,500	)	$	62,166,104	$	(77,624,584	)	$	(15,460,584	)

	For the Year January 31,
	2024			2023
Cash flows from operating activities:
Net loss	$	(1,242,268	)	$	(1,797,555	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Prepaid expenses		14,000			(14,000	)
Increase (decrease) in accounts payable and accrued expenses		545,505			518,420
Increase (decrease) in related party payables		324,080			598,715
Net cash used in operating activities		(358,683	)		(694,420	)

Cash Flows from Investing Activities:
Purchase of software		(100,000	)		-
Net cash used in investing activities		(100,000	)		-

Cash flows from financing activities:
Advances from related party loans		460,263			694,874
Net cash provided by financing activities		460,263			694,874

Net increase (decrease) in cash		1,580			454
Cash-beginning of period		526			72
Cash-end of period	$	2,106		$	526

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

	January 31, 2024		January 31, 2023
Accounts payable	$	4,004,044	$	3,484,448
Interest payable		179,048		140,139
Accrued other expenses		13,000		26,000
	$	4,196,092	$	3,650,587

	January 31, 2024		January 31, 2023
Note 1 in fiscal year 2017 each due in three months from issuance date	$	14,930	$	14,930
Note 2 in fiscal year 2017 due in three months from issuance date		50,000		50,000
Note 3 in fiscal year 2017, 2018 and 2019, each due in twelve months from issuance date		2,225,500		2,225,500
Note 4 in fiscal year 2017, each due in nine months from issuance date		305,266		305,266
Note 5 in fiscal year 2019 due in nine months from issuance date		14,422		14,422
Note 6 in fiscal year 2021 due in 3 years from issuance date		350,000		350,000
Total	$	2,960,118	$	2,960,118
Current portion	$	2,960,118	$	2,610,118
Debt, long term	$	-	$	350,000

	January 31, 2024		January 31, 2023
Principal amount	$	1,407,781	$	1,407,781
Liability on stock settled debt		248,432		248,432
Convertible notes payable, net	$	1,656,213	$	1,656,213

	January 31, 2024		January 31, 2023
Related party payables (1)(2)(3)(4)(5)(6)	$	3,118,025	$	2,793,945
Notes payable (1)(3)(4)		3,632,242		3,171,979
Total related party transactions	$	6,750,267	$	5,965,924

	For Fiscal Years Ended January 31,
	2024		2023
Mr. Jeffery Taylor (1)(a)	$	9,584	$	115,000
Mr. Don Lee Taylor (1)(a)		8,750		105,000
Ms. Jennifer Taylor (2)(a)		-		36,000
Ms. Meredith Rountree (2)(b)		-		82,500
Mr. Michael Rountree (3)(a)		250,000		250,000
	$	268,334	$	588,500

(2a)	For the fiscal years ended January 31, 2024, and 2023, the Company was invoiced a total of $0 and $36,000, respectively, as consulting services by Ms. Jennifer Taylor, sister of certain of the Company’s former officers and directors. As of January 31, 2024, and January 31, 2023 there was a total of $166,000 in accrued and unpaid consulting fees.

(2b)	For the fiscal years ended January 31, 2024, and 2023, the Company was invoiced a total of $0 and $82,500, respectively, as consulting services included in research and development by Ms. Meredith Rountree, sister of the Company’s Chief Executive Officer. As of January 31, 2024, and January 31, 2023 there was a total of $161,250 in accrued and unpaid consulting fees.

(5)	On June 21, 2017, Ga-Du Corporation, a wholly owned subsidiary of Eco Science Solutions Inc. entered into an employment agreement with S. Randall Oveson whereby Mr. Oveson accepted employment as Chief Operating Officer of Ga-Du for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Oveson was to receive a base salary at an annual rate of $120,000. The employment agreement was not renewed on expiry. As at January 31, 2024 and January 31, 2023 there was a total of $240,000 in accrued and unpaid salary under the terms of the employment agreement.

(6)	On June 21, 2017, Ga-Du entered into a consulting agreement with Andy Tucker, whereby Mr. Tucker will provide services to the Cannabis industry under development by the Company, as well as act as an advisor to various State regulators concerning the Cannabis industry for two years unless terminated earlier in accordance with the agreement. During the period of the agreement, Mr. Tucker was to receive a base salary at an annual rate of $120,000. The employment agreement was not renewed on expiry. As at January 31, 2024 and January 31, 2023 there was a total of $240,000 in accrued and unpaid salary under the terms of the employment agreement. Mr. Tucker holds approximately 10.29% of the Company’s issued and outstanding shares.

(7)	On January 28, 2021, the Company entered into an Indemnification Agreement with each of Michael Rountree, A. Carl Mudd and S. Randall Oveson where under the Company will indemnify each of the aforementioned parties in their respective positions as officers and/or directors, to the fullest extent permitted by applicable law, so that they will serve, and continue to serve, the Company free from undue concern that they will not be so indemnified.

	-	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.

	2024			2023
Deferred Tax Assets:
Net operating loss carryforward	$	68,000,000		$	67,000,000

Total deferred tax assets		14,280,000			14,070,000

Valuation allowance		(14,280,000	)		(14,070,000	)

Deferred tax asset, net of valuation allowance	$	-		$	-

Tax benefit at federal statutory rate	(21.0	)%	(21.0	)%
Valuation allowance	21.0	%	21.0	%
Effective Rate	0.0	%	0.0	%

Exhibit Number	Exhibit Description	Filed Previously	Filed herewith
3.1	Articles of Incorporation of Pristine Solutions Inc. (incorporated by reference to the Registrant’s registration statement on Form S-1 filed on May 4, 2010)	*
3.2	Certificate of Amendment filed with the Nevada Secretary of State on January 29, 2010. (incorporated by reference to the Registrant’s registration statement on Form S-1 filed on May 4, 2010)	*
3.3	Bylaws of Pristine Solutions Inc. (incorporated by reference to the Registrant’s registration statement on Form S-1 filed on May 4, 2010)	*
3.4	Amended Articles of Incorporation/Certificate of Amendment filed with the Nevada Secretary of State on March 7, 2012 (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended January 31, 2012 filed April 30, 2012)	*
3.5	Articles of Exchange filed with the Nevada Secretary of State on October 31, 2012 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed November 13, 2012)	*
3.6	Certificate to accompany Restated Articles or Amended and Restated Articles (incorporated by reference to the Registrant’s Current Report on Form 8-K filed January 4, 2013)	*
3.7	Certificate of Amendment to Articles of Incorporation for Nevada Profit Corporations (incorporated by reference to the Registrant’s Current Report on Form 8-K filed February 18, 2014)	*
3.8	Designation of Series A Voting Preferred shares filed with the Nevada Secretary of State on January 12, 2016 (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed July 7, 2020)	*
4.1	Description of Securities (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed July 7, 2020)	*
10.1	Consulting Agreement with Standard Consulting LLC (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended January 31, 2018 filed on November 19, 2018)	*
10.2	Trademark Licensing Agreement between the Company and Haiku Holdings LLC (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed June 28, 2019)	*
10.3	Board Advisory Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed December 29, 2020)	*
10.4	Executive Employment Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed February 4, 2021)	*
10.5	Indemnification Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed February 4, 2021)	*
10.6	Debt Settlement and Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed February 4, 2021)	*
10.7	Asset Purchase Agreement between Eco Science Solutions and Haiku Holdings, LLC (incorporated by reference to the Registrant’s Current Report on Form 8-K filed February 4, 2021)	*
10.8	Addendum to Executive Employment Agreement (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed September 8, 2022)	*
10.9	Software Acquisition Agreement between the Company and eXPO Financial Services LLC dated April 5, 2023 (incorporated by reference to the Registrant’s Registration Statement on Form 10 filed August 17, 2023)	*
10.10	Note Assignment and Purchase Agreement (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the nine months ended October 31, 2017 filed on December 20, 2017)	*
10.11	Form of Promissory Note Rountree	*
10.12	Employment Services Agreement with Jeffery Taylor dated December 21, 2015	*
10.13	Employment Services Agreement with Don L. Taylor dated December 21, 2015	*
(31)
31.1	Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer and Chief Financial Officer		*
(32)
32.1	Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer		*
(99)
99.1	Notice of Pendency and Proposed Settlement of Stockholder Derivative Action (incorporated by reference to the Registrant’s Current Report on Form 8-K filed October 10, 2020)	*
99.2	Stipulation of Settlement, dated September 21, 2020 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed October 10, 2020)	*
99.3	December 28, 2020 Press Release regarding Mr. Mudd’s agreement to serve as Chairman of the Board and Ombudsman (incorporated by reference to the Registrant’s Current Report on Form 8-K filed December 29, 2020)	*
101	Interactive Data Files		*

	Eco Science Solutions, Inc.

Date: October 15, 2024	By:	/s/ Michael Rountree
		Michael Rountree Chief Executive Officer, Chief Financial Officer and Chief Operating Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

Signature	Title	Date

/s/ Michael Rountree	Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and President and Treasurer (Principal Executive Officer and Principal Financial and Accounting Officer)	October 15, 2024
Michael Rountree

/s/ S. Randall Oveson	Director and Secretary	October 15, 2024
S. Randall Oveson

/s/ A. Carl Mudd	Ombudsman, Director and Chairman of the Board	October 15, 2024
A Carl Mudd

1.	I have reviewed this annual report on Form 10-K of Eco Science Solutions, Inc. (the “Company);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	As the registrant’s certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15 (f) for the registrant and I have:

	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, 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;

	c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Michael Rountree
	Michael Rountree
	Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

Date: October 15, 2024