UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: ~~February~~August 2831, 2017

[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission file number: 333-168413

ECOSCIENCES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		27-2692640
(State of Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification Number)
420 Jericho Turnpike, Suite 110
Jericho, NY 11753		11753
(Address of Principal Executive Offices)		(Zip Code)

420 Jericho Turnpike, Suite 110
Jericho, NY 11753		11753
(Address of Principal Executive Offices)		(Zip Code)

(516) 465-3964

(Registrant’s Telephone Number, Including Area Code)

With a copy to:

Philip Magri, Esq.

Magri Law, LLC

2642 NE 9th Avenue

Fort Lauderdale, FL 33334

T: (646) 502-5900

F: (646) 826-9200

pmagri@magrilaw.com

www.magrilaw.com

N/A

(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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).

Yes [ ] No [X]

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

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Emerging growth company [ ]

If an emerging growth company, indicate by checkmark if the registrant has not elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date. As of ~~April~~October 1323, 2017 there were ~~531~~55,~~030~~129,~~850~~819 shares of Common Stock, $0.0001 par value per share, issued and outstanding.

Table of Contents

Page PART I - FINANCIAL INFORMATION 3 item 1. financial statements (unaudited) 3 item 2. management’s discussion and analysis of financial condition and results of operations 4 Forward Looking Statements 4 Corporate History 4 Overview 5 Product Development 5 Growth Strategy of the Company 5 Critical Accounting Policies, Estimates, and Judgments 65 Results of Operations 76 Financial Condition, Liquidity and Capital Resources 117 Working Capital 148 Cash and Cash Equivalents 149 Off-Balance Sheet Operations 149 item 3. quantitative and qualitative disclosures about market risk 159 item 4. controls and procedures 159 Evaluation of Disclosure Controls and Procedures. 159 Changes in Internal Control over Financial Reporting 159 PART II – OTHER INFORMATION 1510 item 1. legal proceedings 1510 item 1 risk factors 1510 item 2. unregistered sale of equity securities and use of proceeds 1510 item 3. defaults upon senior securities 1911 item 5. other information 1911 Subsequent Events 1911 item 6. exhibits 2112 SIGNATURES 2313

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

	Index
Table of Contents
Unaudited Condensed Consolidated Balance Sheets	F-1
Unaudited Condensed Consolidated Statements of Operations	F-2
Unaudited Condensed Consolidated Statements of Cash Flows	F-3
Notes to the Unaudited Condensed Consolidated Financial Statements	F-4

Ecosciences, Inc.

Consolidated Financial Statements

(Unaudited)

Table of Contents		Index

Unaudited Consolidated Balance Sheets		F-1

Unaudited Consolidated Statements of Operations		F-2

Unaudited Consolidated Statements of Cash Flows		F-3

Notes to the Unaudited Consolidated Financial Statements		F-4

Ecosciences, Inc.

~~Condensed~~ Consolidated Balance Sheets

As of August 31, 2017 and May 31, 2017

(Unaudited)

	February 28, 2017			May 31, 2016
	August 31, 2017			May 31, 2017
ASSETS
Current Assets
Cash	$	1440,~~181~~557		$	43,~~220~~357
Inventory		11,557			5,169
Accounts receivable, net of allowance		5,700			6,967
Prepaid expenses		2,500			771
Inventory		2,999			3,256
Total Assets	$	28,238		$	10,160
Prepaid expenses		–			29,700
Total Assets	$	49,256		$	43,280
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	~~243~~258,~~715~~097		$	~~165~~258,~~483~~949
Accrued liabilities		~~405~~506,~~542~~429			~~331~~447,~~505~~140
Due to related parties		89104,~~861~~765			4293,~~046~~598
Notes payable		~~292~~178,~~227~~628			~~261~~300,~~157~~666
Convertible notes payable, net		112,539			30,177
Convertible notes payable, net of discount		291,256			86,137
Derivative liabilities		~~261~~1,~~135~~119,208			–596,743
Total Liabilities		12,~~405~~458,~~019~~383			~~830~~1,~~368~~783,233
Commitments
Contingent and Commitments
Stockholders’ Deficit
Preferred Stock 50,000,000 shares authorized, $0.0001 par value;
Preferred Stock 50,000,000 shares authorized, $0.0001 par value; Series A Redeemable and Convertible Preferred Stock 3,000,000 shares authorized; 1,504,380 and 1,593,630 shares issued and outstanding, respectively		151			160
Series A Redeemable and Convertible Preferred Stock 1,593,630 shares issued and outstanding		160			160
Series B Preferred Stock 200,000 shares authorized, issued and outstanding		20			20
Series B Preferred Stock 200,000 shares issued and outstanding		20			20
Series C Redeemable and Convertible Preferred Stock 10,000,000 shares authorized; 4,700,000 shares issued and outstanding		470			470
Series C Redeemable and Convertible Preferred Stock 4,700,000 shares issued and outstanding		470			470
Series D Convertible Preferred Stock 10,000,000 shares authorized; 710,000 shares issued and outstanding		71			71
Series D Convertible Preferred Stock 710,000 shares issued and outstanding (May 31, 2016 – 610,000)		71			61
Common stock 1,950,000,000 shares authorized, $0.0001 par value; 50,140,974 shares and 48,075,065 issued and outstanding, respectively		5,014			4,808
Common Stock 1,950,000,000 shares authorized, $0.0001 par value; 239,607,771 shares issued and outstanding (May 31, 2016 – 101,751,500 shares)		23,961			10,175
Additional paid-in capital		1,051,056			817,879
Additional Paid-in Capital		578,257			108,956
Accumulated deficit		(3,465,909	)		(2,563,361	)
Deficit		(1,979,720	)		(940,050	)
Total Stockholders’ Deficit		(2,409,127	)		(1,739,953	)
Total Stockholders’ Deficit		(1,376,781	)		(820,208	)
Total Liabilities and Stockholders’ Deficit	$	49,256		$	43,280
Total Liabilities and Stockholders’ Deficit	$	28,238		$	10,160

~~The accompanying~~See accompanying notes ~~are~~to anthe ~~integral part of these~~ unaudited ~~condensed consolidated~~ financial statements.

F-1

Ecosciences, Inc.

~~Condensed~~ Consolidated Statements of Operations

For the Three Months Ended August 31, 2017 and 2016

(Unaudited)

	Three Months Ended			Three Months Ended			~~Nine Months Ended~~			~~Nine Months Ended~~
	February 28, 2017			February 29, 2016			February 28, 2017			February 29, 2016
	August 31, 2017			August 31, 2016
Revenue	$	4,836		$	6,127		$	14,223		$	12,864
Revenues	$	17,278		$	3,472
Cost of sales		(954	)		(1,898	)		(7,650	)		(5,843	)
Cost of revenues		(11,835	)		(1,774	)
Gross Profit		35,~~882~~443			41,~~229~~698			~~6,573~~			~~7,021~~
Expenses
Operating Expenses:
General and administrative		53113,~~879~~357			1615,~~006~~462			~~348,546~~			~~100,751~~
Professional fees		~~102~~117,~~714~~119			91125,~~331~~636			~~360,870~~			~~267,527~~
Total Expenses		156,593			107,337			709,416			368,278
Research and development		5,654			–
Net Loss Before Other Expenses		(152,711	)		(103,108	)		(702,843	)		(361,257	)
Total Operating Expenses		236,130			141,098
Other Expenses
Loss from Operations		(230,687	)		(139,400	)
Interest expense		(96,872	)		(5,623	)		(254,692	)		(16,084	)
Other Income (Expenses):
Loss on derivative liabilities		(32,743	)		–			(82,135	)		–
Interest expense		(307,521	)		(37,795	)
Net Loss	$	(282,326	)	$	(108,731	)	$	(1,039,670	)	$	(377,341	)
Loss on settlement of debt		(5,913	)		-
Net Loss Per Share – Basic and Diluted	$	–		$	–		$	(0.01	)	$	–
Change in fair value of derivative liabilities		(358,427	)		(84,889	)
Weighted-average Common Shares Outstanding – Basic and Diluted		177,080,478			101,751,500			131,463,163			101,751,500
Net Loss	$	(902,548	)	$	(262,084	)
Net Loss Per Common Share – Basic and Diluted	$	(0.01	)	$	(25.76	)
Weighted-average Common Shares Outstanding – Basic and Diluted		48,813,127			10,175

~~The accompanying~~See accompanying notes ~~are~~to anthe ~~integral part of these~~ unaudited ~~condensed consolidated~~ financial statements.

F-2

Ecosciences, Inc.

~~Condensed~~ Consolidated Statements of Cash Flows

For the Three Months Ended August 31, 2017 and 2016

(Unaudited)

	Nine Months Ended February 28, 2017			Nine Months Ended February 29, 2016
	Three Months Ended			Three Months Ended
	August 31, 2017			August 31, 2016
Cash Flows from Operating Activities
Net loss	$	(1902,~~039,670~~548	)	$	(~~377~~262,~~341~~084	)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-Cash Interest Expense		209,324			–
Shares issued for fees upon conversion of convertible debt		2,000			–
Loss on derivative liabilities		82,135			–
Amortization of debt discount		104,010			24,691
Stock-based compensation		252,260			61,000
Interest expense on derivative liability that exceeds face value		190,895			–
Loss on settlement of debt		5,913			–
Change in fair value of derivative liabilities		358,427			84,889
Changes in operating assets and liabilities:
Accounts receivable		–1,267			~~3,371~~–
Inventory		~~(6,388~~257	)		~~(1,469~~795	)
Prepaid expenses		(129,~~729~~700	)		~~(3,156~~771	)
Accounts payable		~~106,732~~(852	)		22(13,~~094~~938	)
Accrued liabilities		~~163~~59,~~300~~364			~~201~~81,~~082~~779
Due to related party		–			23,149
Net Cash Used in Operating Activities		(151,567	)		(83,097	)
Net Cash Used in Operating Activities		(234,036	)		(71,270	)
Cash Flows from Financing Activities
Advances from related party		47,815			272
Advances from related party, net		11,167			7,037
Proceeds from notes payable		4830,~~250~~100			487,~~096~~500
Payment of notes payable		~~(41,068~~–	)		(1438,~~709~~225	)
Proceeds from convertible notes payable		~~189~~147,~~000~~500			14112,000
Proceeds from issuance of Series A redeemable preferred stock		–			25,000
Net Cash Provided by Financing Activities		188,767			88,312
Net Cash Provided by Financing Activities		243,997			72,659
Change in Cash		37,200			5,215
Change in Cash		9,961			1,389
Cash - Beginning of Period		3,357			4,220
Cash - Beginning of Period		4,220			381
Cash - End of Period	$	40,557		$	9,435
Cash - End of Period	$	14,181		$	1,770
Supplemental Disclosures of Cash Flow Information:
Interest paid	$	~~332~~–		$	~~941~~175
Income taxes paid	$	–		$	–
Non-Cash Investing and Financing Activities:
Shares issued to settle convertible debt	$	119,609		$	–
Shares issued to settle convertible debt and accrued interest	$	225,461		$	-
Shares issued to settle accrued interest on convertible debt	$	3,875		$	–
Conversion of preferred stock to common stock	$	179		$	-
Recognition of derivative liabilities from embedded conversion feature	$	125,000		$	-
Reclassification of notes payable to convertible notes payable	$	152,138		$	-

~~The accompanying~~See accompanying notes ~~are~~to anthe ~~integral part of these~~ unaudited ~~condensed consolidated~~ financial statements.

F-3

Ecosciences, Inc.

Notes to ~~the Unaudited Condensed~~ Consolidated Financial Statements

~~1. Nature of Operations~~(Unaudited)

1.	Nature of Operations and Basic Presentation

Ecosciences, Inc. (the “Company”) was incorporated in the State of Nevada on May 26, 2010. The Company’s principal business is focused on the development, production and sale of environmentally focused wastewater products. It currently produces organic tablets and powders to be used regularly and in lieu of harmful chemical cleaning products in grease trap and septic tank systems. The Company intends to generate revenue through the sale of tablets and powders to domestic and international customers in the food and sanitation industries as well as residential consumers.

The accompanying unaudited ~~condensed~~ consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, ~~2016~~2017. Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted, pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited ~~condensed~~ consolidated financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.

The preparation of unaudited ~~condensed~~ consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.

As at February 28, 2017, the Company had 363,585,566 potential dilutive shares outstanding.

2.	Going Concern

These unaudited ~~condensed~~ consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated ~~significant~~ significant revenue and earnings since inception. ~~and~~As of August 31, 2017, the Company has ~~not~~accumulated ~~generated~~losses ~~significant~~of ~~earnings~~$3,465,909 and a working capital deficit of $2,409,127. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. ~~As of February 28, 2017, the Company has accumulated losses of $1,979,720 and a working capital deficit of $1,376,781.~~ These ~~factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These~~ unaudited ~~condensed~~ consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Inventory

Inventory consists of the following:

	February 28, 2017		May 31, 2016
	August 31, 2017		May 31, 2017
Raw Materials	$	21,~~246~~638	$	~~1,353~~22
Finished Goods		~~7,202~~14		23,~~213~~187
Packaging Supplies		21,~~109~~347		~~1,603~~47
Total	$	112,~~557~~999	$	53,~~169~~256

4.	Related Party Transactions

a) During the ~~nine~~three months ended ~~February~~August 2831, 2017 and 2016, the Company incurred management services fees of $~~284~~21,~~360~~000 ~~(2016~~and - $337,~~400)~~800, respectively, to the President of the Company~~, of which $243,360 was for issuing 31,200,000 shares of the Company’s common stock at $0~~.~~0078~~ ~~per share upon execution of the Amended and Restated Management Services Agreement (Note 10(g)).~~ b) During the ~~nine~~three months ended ~~February~~August 2831, 2017 and 2016, the Company incurred management services fees of $3621,~~900~~000 ~~(2016~~and - $nil), respectively, to the Chief Operating Officer of the Company~~, of which $8,900 was for issuing 100,000 shares of the Company’s Series D preferred stock at $0~~.~~089~~ ~~per share upon execution of the Management Services Agreement (Note 10(f)).~~ c) During the ~~nine~~three months ended ~~February~~August 2831, 2017 and 2016, the Company incurred rent fees of $32,~~000~~250 ~~(2016~~and - $nil), respectively, to a company controlled by the President of the Company. d) At ~~February~~August 2831, 2017, and May 31, ~~2016~~2017, the Company was indebted to the President of the Company and a company controlled by the President of the Company for services and expenses paid on behalf of the Company for $7997,~~361~~765 and $4283,~~046~~098, respectively. The amount is unsecured, non-interest bearing and due on demand. e) At ~~February~~August 2831, 2017, and May 31, ~~2016~~2017, the Company was indebted to the Chief Operating Officer of the Company for services for $107,~~500~~000 and $~~nil~~10,500, respectively. The amount is unsecured, non-interest bearing and due on demand.

F-4

Ecosciences, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Notes Payable

~~Notes payable consist of the following:~~	Notes payable consist of the following:		~~February~~August 2831, 2017			May 31, ~~2016~~2017
a)	a)	Notes payable that are unsecured, non-guaranteed, non-interest bearing and due on demand.	$	5,528		$	5,528
b)	b)	Note payable which is unsecured, non-guaranteed, and non-interest bearing. The note was due ~~one~~on ~~year~~February ~~following~~12, ~~the borrowing date~~2014.		8,000			8,000
c)	c)	Note payable which is unsecured, non-guaranteed, and bears interest at 10% per annum. The note is due 60 days following demand. At ~~February~~August 2831, 2017, and May 31, ~~2016~~2017, the Company owed accrued interest of $75,~~770~~706 and $65,~~274~~378, respectively.		2013,000	(i)		2013,000	(i)
d)	d)	Notes payable which are unsecured, non-guaranteed, and bear interest at 8% per annum. The notes were due ~~one~~from ~~year~~May ~~following~~2015 ~~the~~to ~~borrowing~~August ~~date~~2015. At ~~February~~August 2831, 2017, and May 31, ~~2016~~2017, the Company owed accrued interest of $2018,~~380~~206 and $2716,~~848~~608, respectively.		65,000	(iii)		~~170~~65,000	(iii)
e)	e)	Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note was due ~~one~~on ~~year~~August ~~following~~26, ~~the borrowing date~~2015. At ~~February~~August 2831, 2017, and May 31, ~~2016~~2017, the Company owed accrued interest of $~~533~~653 and $~~364~~593, respectively.		2,500			2,500
f)	f)	~~Note~~Notes payable which isare unsecured, non-guaranteed, and ~~bears~~bear interest at 8% per annum. The ~~note~~notes ~~was~~were due ~~one~~in ~~year~~May ~~following~~2016 ~~the~~($12,000) ~~borrowing~~and ~~date~~October 2016 ($20,000) and is due on March 16, 2018 ($14,000). At ~~February~~August 2831, 2017, and May 31, ~~2016~~2017, the Company owed accrued interest of $25,~~441~~410 and $14,~~465~~422, respectively.		–46,000	~~(ii)~~		1546,000
g)	g)	Note payable which is unsecured, non-guaranteed, and bears interest at 810% per annum. The note was due ~~six~~on ~~months~~July ~~following~~15, ~~the borrowing date~~2016. At ~~February~~August 2831, 2017, and May 31, ~~2016~~2017, the Company owed accrued interest of $7235 and $5235, respectively.		1,~~061~~300			1,~~229~~300
h)	h)	~~Notes~~Note payable which ~~are~~is unsecured, non-guaranteed, and ~~bear~~bears interest at 810% per annum. The ~~notes~~note ~~were~~was due ~~one~~on ~~year~~August ~~following~~1, ~~the borrowing date~~2016. At ~~February~~August 2831, 2017, and May 31, ~~2016~~2017, the Company owed accrued interest of $~~2,231~~158 and $~~987~~133, respectively.		201,000			201,000
i)	i)	Note payable which is unsecured, non-guaranteed, and bears interest at 810% per annum. The note was due ~~six~~on ~~months~~August ~~following~~12, ~~the borrowing date~~2016. At ~~February~~August 2831, 2017, and May 31, ~~2016~~2017, the Company owed accrued interest of $~~1,270~~186 and $~~527~~156, respectively.		121,~~000~~200			121,~~000~~200
j)	j)	~~Note~~Notes payable which isare unsecured, non-guaranteed, and ~~bears~~bear interest at 108% per annum. The ~~note~~notes ~~was~~are due ~~six~~from ~~months~~November ~~following~~2017 ~~the~~to ~~borrowing~~April ~~date~~2018. At ~~February~~August 2831, 2017, and May 31, ~~2016~~2017, the Company owed accrued interest of $~~235~~2,111 and $~~176~~1,249, respectively.		~~1,300~~–	(iv)		442,~~700~~750
k)	k)	~~Note~~Notes payable which isare unsecured, non-guaranteed, and ~~bears~~bear interest at 108% per annum. The note ~~was~~is due ~~six~~on ~~months~~January ~~following the borrowing date~~2018. At ~~February~~August 2831, 2017, and May 31, ~~2016~~2017, the Company owed accrued interest of $~~108~~247 and $33146, respectively.		15,000			15,000
l)	l)	~~Note~~Notes payable which isare unsecured, non-guaranteed, and ~~bears~~ non-interest ~~at 10% per annum~~bearing. The ~~note~~notes isare due ~~six~~on ~~months following the borrowing date~~demand. ~~At February 28, 2017, and May 31, 2016, the Company owed accrued interest of $126 and $36, respectively.~~		~~1,200~~–	(iv)		198,~~200~~388	(iii)
m)	m)	~~Notes~~Note payable which ~~are~~is unsecured, non-guaranteed, and ~~bear~~bears interest at 8% per annum. The ~~notes~~note ~~are~~is due ~~one~~on ~~year~~May ~~following~~8, ~~the borrowing date~~2018. At ~~February~~August 2831, 2017, and May 31, ~~2016~~2017, the Company owed accrued interest of $~~494~~277 and $~~nil~~55, respectively.		~~35,750~~–	(iv)		–11,000
n)	n)	Note payable which is unsecured, non-guaranteed, and bears interest at 8% per annum. The note is due ~~one~~on ~~year~~June ~~following~~1, ~~the borrowing date~~2018. At ~~February~~August 2831, 2017, ~~and May 31, 2016,~~ the Company owed accrued interest of $~~45 and $nil, respectively~~499.		525,000			–
o)	o)	~~Notes~~Note payable which ~~are~~is unsecured, non-guaranteed, and ~~non~~bears interest~~-bearing~~ at 8% per annum. The ~~notes~~note ~~are~~is due on ~~demand~~July 11, 2018. At August 31, 2017, the Company owed accrued interest of $57.		~~113~~5,~~888~~100	~~(iii)~~		–
			$	~~292~~178,~~227~~628		$	~~261~~300,~~157~~666

As of August 31, 2017, $124,000 of notes payable were in default.

F-5

Ecosciences, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

5.	Notes Payable (continued)

	(i)	On May 9, 2014, the Company entered into a Master Loan Agreement (the “Loan Agreement”), whereby the lender agreed, from time to time, to purchase from the Company one or more Promissory Notes for the account of the Company, provided, however, that the aggregate principal amount of all Promissory Notes then outstanding shall not exceed $500,000 and that no Event of Default has occurred and remains uncured. Amounts borrowed under the Loan Agreement are evidenced by an unsecured, non-recourse Promissory Note, bearing interest at a rate of 8% per annum, maturing on the first anniversary date thereof, and may be prepaid by the Company before the maturity date. Amounts borrowed under the Loan Agreement and repaid or prepaid may not be re-borrowed. The Loan Agreement will automatically terminate and be of no further force and effect upon the earlier to occur of (i) the satisfaction of all indebtedness, including the promissory notes and any additional indebtedness issued thereafter, between the Company and the lender and (ii) written termination notice is delivered by the Company or the lender to the other party. Several notes matured in 2015 and were not repaid. Therefore, under the default terms of the Loan Agreement, all remaining promissory notes immediately become due and payable. On October 11, 2016, the lender assigned a total of $75,000 of promissory notes payable to two third-party lenders (Note 6(i)).
	(ii)	On December 8, 2016, the lender assigned the $15,000 promissory note payable to a third party lender (Note 6(l)).

i) On March 7, 2017, the lender assigned a total of $20,000 of promissory notes payable to a third-party lender in which $7,000 became a convertible debt (Note 6(k)).

~~(iii~~ii) On ~~October~~May 19, ~~2016~~2014, ~~and~~the ~~December~~Company 1entered into a Master Loan Agreement (the “Loan Agreement”), ~~2016~~whereby the lender agreed, from time to time, to purchase from the Company ~~entered~~one ~~into~~or more Promissory Notes for the account of ~~$103~~the Company,~~888~~ provided, ~~and~~however, that the aggregate principal amount of all Promissory Notes then outstanding shall not exceed $10500,000 and that no Event of Default has occurred and remains uncured. Amounts borrowed under the Loan Agreement are evidenced by an unsecured, ~~respectively~~non-recourse Promissory Note, ~~whereby~~bearing interest at a ~~vendor~~rate of 8% per annum, maturing on the first anniversary date thereof, and may be prepaid by the Company before ~~agreed~~the maturity date. Amounts borrowed under the Loan Agreement and repaid or prepaid may not be re-borrowed. The Loan Agreement will automatically terminate and be of no further force and effect upon the earlier to ~~convert~~occur ~~amounts~~of ~~owing~~(i) ~~for~~the ~~services~~satisfaction of all indebtedness, including the promissory notes and any additional indebtedness issued thereafter, between the Company and the lender and (ii) written termination notice is delivered by the Company or the lender to the other party. Several notes matured in 2015 and were not repaid. Therefore, under the default terms of the Loan Agreement, all remaining promissory notes immediately become due and payable. ~~The~~On ~~Promissory~~October ~~Notes~~11, ~~are~~2016, ~~unsecured~~the lender assigned a total of $75,000 ~~non~~of ~~interest~~promissory notes payable to two third-~~bearing~~party lenders (Note 6(f)) and ~~due~~added onconversion ~~demand~~rights..

6.	Convertible Notes Payable
	a)	On December 22, 2011, the Company entered into two Convertible Promissory Note agreements for an aggregate of $4,000. The Notes bear interest at 10% per annum, and the principal amount and any interest thereon are due 60 days following demand. Pursuant to the agreements, the Notes are convertible into shares of common stock at a conversion price equal to $0.01 per share. At February 28, 2017, and May 31, 2016, the Company owed accrued interest of $2,077 and $1,778, respectively. At February 28, 2017, and May 31, 2016, the balance owing on the two Notes was $4,000.
	b)	On December 22, 2011, the Company entered into a Convertible Promissory Note agreement for $10,000. The Note bears interest at 10% per annum, and the principal amount and any interest thereon are due 60 days following demand. Pursuant to the agreement, the Note is convertible into shares of common stock at a conversion price equal to $0.01 per share. In addition, as a condition precedent to the right to convert the debt to common stock of the Company, the holder must purchase 3,000,000 shares of common stock at $0.01 per share. At February 28, 2017, and May 31, 2016, the Company owed accrued interest of $455 and $367, respectively. At February 28, 2017, and May 31, 2016, the balance owing on the Note was $1,177.
	c)	On December 28, 2011, the Company entered into a Convertible Promissory Note agreement for $1,000. The Note bears interest at 10% per annum, and the principal amount and any interest thereon are due 60 days following demand. Pursuant to the agreement, the Note is convertible into shares of common stock at a conversion price equal to $0.001 per share. At February 28, 2017, and May 31, 2016, the Company owed accrued interest of $518 and $443, respectively. At February 28, 2017, and May 31, 2016, the balance owing on the Note was $1,000.
	d)	On February 19, 2016, the Company entered into a Convertible Promissory Note agreement for $14,000. The Note bears interest at 8% per annum, and the principal amount and any interest thereon are due one year following the borrowing date. Pursuant to the agreement, the Note is convertible into shares of common stock at a conversion price to be mutually finalized between the Company and the holder of the Convertible Promissory Note within 48 hours of the conversion request. At February 28, 2017, and May 31, 2016, the Company owed accrued interest of $887 and $304, respectively. During the nine months ended February 28, 2017, the Company issued 14,000,000 shares of common stock pursuant to the conversion of $14,000 of the Note. At February 28, 2017, and May 31, 2016, the balance owing on the Note was $nil and $14,000, respectively.
	e)	On May 12, 2016, the Company entered into a Convertible Promissory Note agreement for $10,000. The Note bears interest at 8% per annum, and the principal amount and any interest thereon are due one year following the borrowing date. Pursuant to the agreement, the Note is convertible into shares of common stock at a conversion price to be mutually finalized between the Company and the holder of the Convertible Promissory Note within 48 hours of the conversion request. At February 28, 2017, and May 31, 2016, the Company owed accrued interest of $603 and $40, respectively. During the nine months ended February 28, 2017, the Company issued 4,000,000 shares of common stock pursuant to the conversion of $5,000 of the Note. At February 28, 2017, and May 31, 2016, the balance owing on the Note was $5,000, and $10,000, respectively.

iii) During the year ended May 31, 2017, the lender assigned a total of $21,000 of promissory notes payable to a third-party lender and the Company agreed to add conversion rights (Notes 6(l)). During the year ended May 31, 2017, a total of $16,200 was converted to shares of common stock.

iv) On June 1, 2017 the Company entered into Promissory Note Addendum Agreements to add conversion rights to notes payable of $42,750 (Note 5(j)), $98,388 (Note 5(l)), and $11,000 (Note 5(m)), whereby the principal and accrued interest of each note is convertible into shares of common or preferred stock at a conversion price to be mutually finalized between the Company and the holder within 48 hours of the conversion request.

6.	Convertible Notes Payable

	a)	On December 22, 2011, the Company entered into two Convertible Promissory Note agreements for an aggregate of $4,000. The Notes bear interest at10% per annum, and the principal amount and any interest thereon are due 60 days following demand. Pursuant to the agreements, the notes are convertible into shares of common stock of the Company’s subsidiary, Eco-logical Concepts, Inc., at $0.01 per share. At August 31, 2017 and May 31, 2017, the Company owed accrued interest of $2,278 and $2,178, respectively. At August 31, 2017 and May 31, 2017, the balance owing on the two notes was $4,000.

	b)	On December 22, 2011, the Company entered into a Convertible Promissory Note agreement for $10,000. The note bears interest at 10% per annum, and the principal amount and any interest thereon are due 60 days following demand. Pursuant to the agreement, the note is convertible into shares of common stock of the Company’s subsidiary, Eco-logical Concepts, Inc., at $0.01 per share. In addition, as a condition precedent to the right to convert the debt to common stock of the Company, the holder must purchase 3,000,000 shares of common stock of the Company’s subsidiary at $0.01 per share. At August 31, 2017 and May 31, 2017, the Company owed accrued interest of $514 and $484, respectively. At August 31, 2017 and May 31, 2017, the balance owing on the note was $1,177.

	c)	On December 28, 2011, the Company entered into a Convertible Promissory Note agreement for $1,000. The Note bears interest at 10% per annum, and the principal amount and any interest thereon are due 60 days following demand. Pursuant to the agreement, the note is convertible into shares of common stock of the Company’s subsidiary, Eco-logical Concepts, Inc., at $0.001 per share. At August 31, 2017 and May 31, 2017, the Company owed accrued interest of $568 and $543, respectively. At August 31, 2017 and May 31, 2017, the balance owing on the note was $1,000.

	d)	On July 19, 2016, the Company entered into a Convertible Promissory Note agreement for $56,750. The principal amount and any interest thereon are due nine months following the borrowing date. The note bears interest at 12% per annum, increasing to 24% per annum if any principal or interest is not paid when due. From 151 days following the issuance date of the note to the180 days, the Company has the right to prepay the Note of up to 150% of all amounts owed. Pursuant to the agreement, the note is convertible into shares of common stock at a conversion price equal to the lesser of (i) a 50% discount to the lowest trading price of the common stock during the 25 trading days prior to the issuance date and (ii) a 50% discount to the lowest trading price of the common stock during the 25 trading-day period prior to conversion. The Company incurred financing costs of $6,750 which has been recorded as a discount.

The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $79,631 resulted in an additional discount to the note payable of $50,000 and the remaining $29,631 was recognized as additional interest expense. During the three months ended August 31, 2017, the Company issued 16,958 shares of common stock pursuant to the conversion of $5,266 of the principal of the Note and $76 of accrued interest. At August 31, 2017, and May 31, 2017, the Company owed accrued interest of $nil and $130, respectively. At August 31, 2017 and May 31, 2017, the balance owing on the note was $nil and $5,267, respectively.

F-6

Ecosciences, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

6.	Convertible Notes Payable (continued)

fe) On August 25, 2016, the Company entered into a Convertible Promissory Note agreement for $10,000. The ~~Note~~note bears interest at 8% per annum, and the principal amount and any interest thereon are due one year following the borrowing date. Pursuant to the agreement, the ~~Note~~note is convertible into shares of common stock at a conversion price to be mutually finalized between the Company and the holder ~~of the Convertible Promissory Note~~ within 48 hours of the conversion request. At ~~February~~August 2831, 2017, and May 31, 2017, the Company owed accrued interest of $~~410~~813 and $612, respectively. At ~~February~~August 2831, 2017, and May 31, 2017, the balance owing on the ~~Note~~note was $10,000. gf) On ~~July~~October 1911, 2016, ~~the Company entered~~ a ~~Securities~~lender ~~Purchase~~of ~~Agreement whereas~~ the Company ~~agreed~~assigned toat ~~issue~~total ~~two Convertible Redeemable Notes for an aggregate~~ of $~~121~~75,000. ~~The~~of ~~Convertible~~promissory ~~Redeemable~~notes ~~Notes~~payable ~~bear~~to ~~interest~~two atthird-party ~~12%~~lenders ~~per~~(Note ~~annum~~5(ii)). ~~and~~On ~~contain~~October ~~a 10% original issue discount~~21, ~~such that the purchase price of each $60~~2016,~~500~~ ~~note is $55,000. The principal amount and any interest thereon are due one year following~~ the ~~borrowing~~Company ~~date.~~entered ~~During~~into ~~the~~Debt ~~first~~Conversion ~~six~~Agreements ~~months~~with ~~that~~ the ~~first Convertible Redeemable Note is in effect~~lenders, whereby the ~~Company~~loan ~~may~~amount ~~redeem~~became ~~the~~convertible ~~Note~~to atcommon ~~140%~~stock of the ~~par value plus accrued interest~~Company. The ~~first of the two Convertible Redeemable~~ Notes ~~was~~bear ~~paid~~interest toat ~~the~~8% ~~Company~~per ~~on July 19, 2016~~annum. ~~The~~Pursuant ~~second Convertible Redeemable Note (“Back-End Note”) shall initially be paid for by an offsetting $55,000 promissory note issued~~ to the ~~Company~~Debt byConversion ~~the lender~~Agreements, ~~provided~~the ~~that~~notes ~~prior~~are toconvertible ~~the~~into ~~conversion~~shares of ~~the~~common ~~Back-End~~stock ~~Note,~~at ~~the~~a ~~lender~~conversion ~~must~~price ~~have~~equal ~~paid off the promissory note in cash. Payment~~ to ~~the~~$10 ~~Company~~per ~~under the promissory note must be no later than April 19, 2017~~share. ~~Subsequent~~In toMarch ~~February 28,~~ 2017, the ~~second~~conversion ~~Convertible~~price ~~Redeemable Note~~ was ~~funded~~amended ~~(Note~~to ~~12)~~$2.75 ~~The~~per ~~promissory~~share. ~~note~~Upon ~~will~~entering ~~initially~~into bethe ~~secured~~Debt byConversion Agreements, the ~~pledge~~terms of the ~~Back-End~~notes ~~Note.~~were ~~Pursuant~~determined to ~~the~~be ~~agreements,~~substantially ~~the~~different ~~Convertible~~and ~~Redeemable~~debt ~~Notes~~extinguishment ~~are~~accounting ~~convertible~~under ~~into~~ASC ~~shares~~470-50 ofModifications ~~common~~and ~~stock~~Extinguishments atwas ~~any~~required. ~~time~~There atwas ano ~~conversion~~difference ~~price~~between ~~equal~~the toreacquisition ~~50%~~price of the ~~average~~debt ofand the ~~three~~net ~~lowest~~carrying ~~trading~~amount ~~prices~~ of the ~~common~~extinguished ~~stock~~debt. ~~for~~As ~~the~~a ~~twenty~~result, ~~prior~~there ~~trading~~was ~~days~~no ~~including~~gain ~~the~~or ~~day~~loss ~~upon~~on ~~which~~extinguishment ~~a notice~~ of ~~conversion~~debt ~~is received by the Company~~recognized. InThe ~~connection~~embedded ~~with~~conversion ~~the~~option ~~first~~was ~~Convertible~~in ~~Redeemable Note,~~ the ~~Company~~money ~~incurred financing costs of $3,000~~ and ansubject ~~original~~to ~~issue~~recognition ~~discount~~ of ~~$5,500,~~debt ~~which have been recorded as a~~ discount. ~~The~~from ~~embedded~~beneficial conversion ~~option~~feature ~~qualifies~~at ~~for~~issuance ~~derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging~~date. The ~~initial~~Company ~~fair~~recorded ~~value~~an ofadditional ~~the~~discount ~~conversion feature~~ of $90,~~990~~004 ~~resulted in an additional discount~~ to the note payable. ofSince ~~$52,000 and~~ the ~~remaining~~notes ~~$38,990~~were ~~was~~due ~~recognized as a loss~~ on ~~changes~~demand, inthe ~~fair~~discount ~~value~~was offully ~~derivative~~accreted ~~liability~~upon issuance. During the ~~nine~~year ~~months~~ ended ~~February~~May 2831, 2017, the Company issued 168,~~956,271~~050 shares of common stock pursuant to the conversion of $3068,~~000~~175 of ~~the~~ principal of the ~~Note~~Notes. ~~During~~At ~~the~~August ~~nine~~31, ~~months~~and ~~ended~~May ~~February 28~~31, 2017, the Company ~~recorded~~owed ~~accretion~~accrued interest of $4120,~~868~~514 ~~increasing~~and ~~the~~$19,994, ~~carrying~~respectively. ~~value~~At ofAugust ~~the note to $11~~31,~~868.~~ Atand ~~February~~May 2831, 2017, the ~~Company~~balance ~~owed~~owing ~~accrued~~on ~~interest~~the oftwo notes was $46,~~358~~825. hg) On ~~July~~December 198, 2016, ~~the Company entered into~~ a ~~Convertible~~lender ~~Promissory~~of ~~Note~~the ~~agreement~~Company ~~for~~assigned a $5615,~~750.~~000 ~~The~~promissory ~~principal~~note ~~amount~~payable and ~~any~~accrued interest ~~thereon~~of ~~are~~$2,349 ~~due~~to ~~nine~~a ~~months~~third-party ~~following the borrowing date~~lender. ~~The~~On ~~Note~~February ~~bears~~3, ~~interest at 12% per annum~~2017, ~~increasing~~the toCompany ~~24%~~entered ~~per~~into ~~annum~~a ifDebt ~~any~~Conversion ~~principal~~Agreement orwith ~~interest~~the islender, ~~not~~whereby ~~paid~~the ~~when~~loan ~~due.~~amount ~~For~~became ~~the~~convertible ~~first~~to ~~180~~common ~~days,~~stock of the Company. ~~has~~The ~~the right to prepay the~~ Note ofbears upinterest toat ~~150~~8% ofper ~~all amounts owed~~annum. Pursuant to the ~~agreement~~Debt Conversion Agreement, the Note is convertible into shares of common stock at a conversion price equal to ~~the~~$10 ~~lesser~~per ofshare. ~~(i)~~In aFebruary ~~50%~~2017, ~~discount~~the conversion price was amended to ~~the~~$2.75 ~~lowest~~per ~~trading~~share. ~~price~~Upon ofentering into the ~~common~~Debt ~~stock~~Conversion ~~during~~Agreement, the 25terms ~~trading~~of ~~days~~the ~~prior~~note were determined to ~~the~~be ~~issue~~substantially ~~date~~different and ~~(ii)~~debt aextinguishment accounting under ASC 470-50% ~~discount~~Modifications toand ~~the~~Extinguishments ~~lowest~~was ~~trading~~required. There was no difference between the reacquisition price of the ~~common~~debt ~~stock~~and ~~during~~ the 25net ~~trading~~carrying ~~day~~amount ~~period~~of ~~prior~~the toextinguished ~~conversion~~debt. ~~The~~As ~~Company~~a ~~incurred~~result, ~~financing~~there ~~costs~~was ofno ~~$6,750~~gain ~~which~~or ~~has~~loss ~~been~~on ~~recorded~~extinguishment asof adebt ~~discount~~recognized. The embedded conversion option ~~qualifies~~was ~~for~~in ~~derivative~~the ~~accounting~~money and ~~bifurcation~~subject ~~under~~to ~~ASC~~recognition ~~815-15~~of ~~Derivatives~~debt ~~and~~discount ~~Hedging.~~from ~~The~~beneficial ~~initial fair value of the~~ conversion feature ofat ~~$79,631~~issuance ~~resulted~~date. inThe Company recorded an additional discount of $17,349 to the note payable. ofSince ~~$50,000 and~~ the ~~remaining~~note ~~$29,631~~ was ~~recognized~~due ~~as a loss~~ on ~~changes~~demand, inthe ~~fair~~discount ~~value~~was offully ~~derivative~~accreted ~~liability~~upon issuance. During the ~~nine~~year ~~months~~ ended ~~February~~May 2831, 2017, the Company issued 192,~~700,000~~600 shares of common stock pursuant to the conversion of $1813,~~609~~675 of ~~the~~ principal of the ~~Note and $3,875 of accrued interest~~Notes. ~~During~~At ~~the~~August ~~nine~~31, ~~months~~2017, ~~ended~~and ~~February~~May 2831, 2017, the Company ~~recorded~~owed ~~accretion~~accrued interest of $432,~~237~~556 ~~increasing~~and ~~the~~2,529, ~~carrying~~respectively. ~~value~~At ofAugust ~~the~~31, ~~note to $24~~2017,~~628.~~ Atand ~~February~~May 2831, 2017, the ~~Company~~balance ~~owed~~owing ~~accrued~~on ~~interest~~the ofnote was $~~231~~1,325. ih) On ~~October~~January 1131, ~~2016~~2017, ~~a lender of~~ the Company ~~assigned~~entered ata ~~total~~Securities ofPurchase ~~$75,000~~Agreement ofwhereas ~~promissory~~the ~~notes~~Company ~~payable~~agreed to ~~two~~issue ~~third-party~~a ~~lenders~~Convertible (Promissory Note 5)of $120,000. OnThe ~~October~~Convertible ~~21,~~Promissory ~~2016,~~Note ~~the~~bears ~~Company~~interest ~~entered~~at ~~into~~8% ~~Debt~~per ~~Conversion~~annum ~~Agreements~~and ~~with~~contain ~~the~~an ~~lenders,~~original ~~whereby~~issue ~~the~~discount ~~loan~~of ~~amount~~$18,000, ~~became~~such ~~convertible~~that tothe ~~common~~purchase ~~stock~~price of the ~~Company~~$120,000 note is $102,000. The ~~Notes~~principal ~~bear~~amount and any interest atthereon 8%are ~~per~~due ~~annum~~one year following the borrowing date. Pursuant to the ~~Debt Conversion Agreements~~agreement, the ~~Notes~~Convertible ~~are~~Promissory Note is convertible into shares of common stock at any time at a conversion price equal to ~~$0.001~~50% ~~per~~of ~~share. Upon entering into~~ the ~~Debt~~lowest ~~Conversion~~trading ~~Agreements,~~price ~~the terms~~ of the ~~notes~~common ~~were~~stock ~~determined~~for tothe betwenty-five ~~substantially~~prior ~~different~~trading ~~and~~days ~~debt~~ending ~~extinguishment~~on ~~accounting~~the ~~under~~last ~~ASC~~complete ~~470-50~~trading ~~Modifications~~day ~~and~~prior ~~Extinguishments~~to ~~was~~the ~~required~~conversion date. ~~There~~If ~~was~~at noany ~~difference~~time ~~between~~while the ~~reacquisition~~note ~~price~~is ofoutstanding the ~~debt~~lowest ~~and~~trading ~~the~~price ~~net carrying amount~~ of the ~~extinguished~~Company’s ~~debt.~~common Asstock ais ~~result,~~equal ~~there~~to ~~was~~or nolower ~~gain~~than or$30 ~~loss~~per onshare, ~~extinguishment~~then ofan ~~debt~~additional ~~recognized.~~10% ~~The~~discount ~~embedded~~shall ~~conversion~~be ~~option~~factored ~~qualifies~~into ~~for~~the ~~derivative~~conversion ~~accounting~~price ~~and~~until ~~bifurcation~~the ~~under~~note ~~ASC~~is ~~815-15~~no ~~Derivatives~~longer ~~and Hedging~~outstanding. ~~The~~In ~~initial~~addition, ~~fair~~at ~~value~~any oftime the ~~conversion~~trading ~~feature~~price of ~~$90,004~~the ~~resulted~~Company’s incommon anstock ~~additional~~is ~~discount~~equal to ~~the~~or ~~note~~lower ~~payable~~than of $9010 per share,~~004.~~ ~~Since~~additional ~~the~~$10,000 ~~Notes~~shall ~~are~~be ~~due~~immediately onadded ~~demand,~~to the ~~discount~~balance ~~was~~of ~~fully~~the ~~accreted upon issuance~~note. AtThe ~~February~~first ~~28,~~tranche ~~2017,~~of the ~~Company~~Convertible ~~owed~~Promissory ~~accrued~~Note ~~interest~~ of $1940,~~435.~~000 ~~During~~was ~~the~~paid ~~nine~~to ~~months~~the ~~ended~~Company ~~February~~on 28January 31, 2017. In connection with the first tranche, the Company ~~issued~~incurred ~~52,000,000~~financing ~~shares~~costs of ~~common~~$2,000 ~~stock~~and ~~pursuant~~an tooriginal ~~the~~issue ~~conversion~~discount of $526,000, ofwhich ~~principal~~have ofbeen ~~the~~recorded ~~Notes.~~as Ata ~~February~~discount. ~~28,~~In April 2017, the ~~balance~~Company’s ~~owing~~common onstock ~~the~~price ~~two~~per ~~Notes~~share was lower than $~~nil~~10. Accordingly, the Company increased principal amount and debt discount of $2310,000~~, respectively~~.

F-7

Ecosciences, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

6.	Convertible Notes Payable (continued)

~~j) On January 31, 2017, the Company entered a Securities Purchase Agreement whereas the Company agreed to issue a Convertible Promissory Note for $120,000.~~ The Convertible Promissory Note bears interest at 8% per annum and contains an original issue discount of $18,000, such that the purchase price of the $120,000 note is $102,000. The principal amount and any interest thereon are due one year following the borrowing date. The Company may, with the holders’ consent, prepay any amount outstanding under the Convertible Promissory Note during the initial 180 day period after the borrowing date by making a payment equal to 150% of the prepayment amount. The Company may not prepay any amount outstanding after the 180 day period has elapsed. Pursuant to the agreement, the Convertible Promissory Note is convertible into shares of common stock at any time at a conversion price equal to 50% of the lowest trading price of the common stock for the twenty-five prior trading days ending on the last complete trading day prior to the conversion date. If at any time while the note is outstanding the lowest trading price of the Company’s common stock is equal to or lower than $0.003, then an additional 10% discount shall be factored into the conversion price until the note is no longer outstanding. The first tranche of the Convertible Promissory Note of $40,000 was paid to the Company on January 31, 2017. In connection with the first tranche, the Company incurred financing costs of $2,000 and an original issue discount of $6,000, which have been recorded as a discount. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $93,615 resulted in an additional discount to the note payable of $32,000 and the remaining $61,615 was recognized as aadditional ~~loss~~interest ~~on changes in fair value of derivative liability~~expense. ~~During~~In ~~the~~April ~~nine months ended February 28,~~ 2017, the Company recorded ~~accretion~~additional ofderivative liabilities ~~$7,579~~and ~~increasing~~interest ~~the~~expense ~~carrying value~~ of ~~the note to~~ $722,~~579.~~776 Atbecause ~~February~~of ~~28, 2017,~~ the ~~Company~~increase ~~owed~~in ~~accrued~~principal ~~interest~~ of $~~245. k) On February~~ 10,000. ~~2017,~~During the ~~Company~~three ~~entered~~months ~~into~~ended ~~a Convertible Promissory Note agreement for $59~~August 31,~~500.~~ ~~The principal amount and any interest thereon are due on November 10,~~ 2017~~. The Note bears interest at 8% per annum~~, ~~increasing to 18% per annum if any principal or interest is not paid when due. The Company may, without~~ the holders’ consent, prepay any amount outstanding under the Convertible Promissory Note during the initial 180 day period after the borrowing date by making a payment equal to 150% of the prepayment amount. After the 180 day period has elapsed and up to the maturity date, the Company ~~may,~~issued ~~with the holders’ consent~~162, prepay any amount outstanding under the Convertible Promissory Note by making a payment equal to 150% of the prepayment amount. The note contains an original issue discount of $7,500, such that the purchase price of the $59,500 note is $52,000. ~~Pursuant to the agreement, the Convertible Promissory Note is convertible into~~ shares of common stock atpursuant ~~any time at a conversion price equal~~ to ~~50% of~~ the ~~lowest trading price of the common stock for the twenty-five prior trading days to the date of the~~ conversion ~~notice. If at any time while the note is outstanding the lowest trading price~~ of ~~the Company’s common stock is equal to or lower than~~ $~~0.003~~38,262 then an additional 10% discount shall be factored into the conversion price until the note is no longer outstanding. Additionally, if at any time while the note is outstanding, the lowest trading price of the ~~Company’s~~principal ~~common stock is equal to or lower than $0.001, then an additional $10,000 shall immediately be added to the balance~~ of the ~~note.~~Note and ~~The Company incurred financing costs of~~ $72,000 ~~and an original issue discount~~ of ~~$7,500,~~fees ~~which~~upon ~~have been recorded as a discount. The embedded~~ conversion ~~option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value~~ of the ~~conversion feature of $95,335 resulted in an additional discount to the note payable of $45,000 and the remaining $50,335 was recognized as a loss on changes in fair value of derivative liability~~Note. During the ~~nine~~three months ended ~~February~~August 2831, 2017, the Company recorded accretion of $928,~~287~~918 increasing the carrying value of the note to $93,~~287~~200. At ~~February~~August 2831, 2017, the Company owed accrued interest of $235. l) On December 8, 2016, a lender of the Company assigned a $15,000 promissory note payable to a third-party lender (Note 5). On February 3, 2017, the Company entered into a Debt Conversion Agreement with the lender, whereby the loan amount became convertible to common stock of the Company. The Note bears interest at 8% per annum. Pursuant to the Debt Conversion Agreement, the Note is convertible into shares of common stock at a conversion price equal to $0.001 per share. Upon entering into the Debt Conversion Agreement, the terms of the note were determined to be substantially different and ~~debt~~May extinguishment accounting under ASC 470-50 Modifications and Extinguishments was required. There was no difference between the reacquisition price of the debt and the net carrying amount of the extinguished debt. As a result31, there was no gain or loss on extinguishment of debt recognized. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $17,349 resulted in an additional discount to the note payable of $17,349. Since the Note is due on demand, the discount was fully accreted upon issuance. At February 28, 2017, the Company owed accrued interest of $2,~~441.~~001 Atand ~~February 28, 2017, the balance owing on the Note was~~ $151,~~000~~052.

	i)	On February 10, 2017, the Company entered into a Convertible Promissory Note agreement for $59,500. The principal amount and any interest thereon are due on November 10, 2017. The note bears interest at 8% per annum, increasing to 18% per annum if any principal or interest is not paid when due. The note contains an original issue discount of $7,500 so the purchase price of the note is $52,000. Pursuant to the agreement, the note is convertible into shares of common stock at any time at a conversion price equal to 50% of the lowest trading price of the common stock for the twenty-five prior trading days to the date of the conversion notice. If at any time while the note is outstanding the lowest trading price of the Company’s common stock is equal to or lower than $0.003, then an additional 10% discount shall be factored into the conversion price until the note is no longer outstanding. Additionally, if at any time while the note is outstanding, the lowest trading price of the Company’s common stock is equal to or lower than $10 per share, then an additional $10,000 shall immediately be added to the balance of the note. The Company incurred financing costs of $7,000 and an original issue discount of $7,500, which have been recorded as a discount. In April 2017, the Company’s common stock price per share was lower than $10. Accordingly, the Company increased principal amount and debt discount of $10,000.

		The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $95,335 resulted in an additional discount to the note payable of $45,000 and the remaining $50,335 was recognized as additional interest expense. In April 2017, the Company recorded additional derivative liabilities and interest expense of $22,207 because of the increase in principal of $10,000. During the three months ended August 31, 2017, the Company issued 100,000 shares of common stock pursuant to the conversion of $30,000 of the principal of the Note. During the three months ended August 31, 2017, the Company recorded accretion of $32,034 increasing the carrying value of the note to $20,639. At August 31, 2017, and May 31, 2017, the Company owed accrued interest of $2,829 and $1,435, respectively.

	j)	On March 30, 2017, the Company entered a Securities Purchase Agreement with a lender whereas the Company agreed to issue nine convertible notes for an aggregate of $285,450 with the first note being in the amount of $52,250 and the rest of the eight notes being in the amount of $29,150. The notes bear interest at 12% per annum commencing on March 30, 2017, and contain a 10% original issue discount, such that the purchase price of the first note is $47,500 and the rest of the eight notes (or “Back-End Notes”) is $26,500. The proceeds for the Back-End Notes will be funded one at a time in 30 day increments commencing April 30, 2017 through November 30, 2017. However, the Company must maintain a bid of $10 per common stock share over 5 consecutive trading days before the closing of each Back-End Notes.

		In March 2017, the first note was funded. The note bears interest at 12% per annum and matures on March 30, 2018. The note contains an original issue discount of $4,750 so the purchase price of the note is $47,500. Pursuant to the agreement, the note is convertible into shares of common stock at any time at a conversion price equal to 50% of the average of the three lowest trading prices of the common stock for the twenty days, including the day upon which a notice of conversion is received by the Company, prior to conversion. During the first six months, the Company may redeem the first note at 140% of the par value plus accrued interest. The Company also incurred financing costs of $2,500 which has been recorded as a discount.

In relation to the first note, the embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $81,812 resulted in an additional discount to the note payable of $45,000 and the remaining $36,812 was recognized as an additional interest expense. During the three months ended August 31, 2017, the Company recorded accretion of $5,893 increasing the carrying value of the note to $13,503. At August 31, 2017, and May 31, 2017, the Company owed accrued interest of $2,645 and $1,065, respectively.

F-8

~~Ecosciences, Inc~~6. Convertible Notes Payable (continued)

~~Notes~~On May 1, 2017, the first Back-End Note was funded. In connection with the first Back-End Note, the Company incurred financing costs of $1,500 and an original issue discount of $2,650, which have been recorded as a discount. The Back-End Note bears interest at 12% per annum and matures on March 30, 2018. Pursuant to the ~~Unaudited~~agreement, ~~Condensed~~the ~~Consolidated~~note ~~Financial~~is ~~Statements~~convertible into shares of common stock at any time at a conversion price equal to 50% of the average of the three lowest trading prices of the common stock for the twenty days, including the day upon which a notice of conversion is received by the Company, prior to conversion.

In relation to the Back-End Note, which was funded on May 1, 2017, the embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $52,063 resulted in an additional discount to the note payable of $25,000 and the remaining $27,063 was recognized as additional interest expense. During the three months ended August 31, 2017, the Company recorded accretion of $3,610 increasing the carrying value of the note to $9,593. At August 31, 2017, and May 31, 2017, the Company owed accrued interest of $1,169 and $288, respectively.

On June 5, 2017, the second Back-End Note was funded. In connection with the second Back-End Note, the Company incurred financing costs of $1,500 and an original issue discount of $2,650, which have been recorded as a discount. The Back-End Note bears interest at 12% per annum and matures on March 30, 2018. Pursuant to the agreement, the note is convertible into shares of common stock at any time at a conversion price equal to 50% of the average of the three lowest trading prices of the common stock for the twenty days, including the day upon which a notice of conversion is received by the Company, prior to conversion.

In relation to the second Back-End Note, which was funded on June 5, 2017, the embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $53,663 resulted in an additional discount to the note payable of $25,000 and the remaining $28,663 was recognized as additional interest expense. During the three months ended August 31, 2017, the Company recorded accretion of $8,314 increasing the carrying value of the note to $8,314. At August 31, 2017, the Company owed accrued interest of $834.

On July 25, 2017, the third and fourth Back-End Notes were funded. In connection with the third and fourth Back-End Notes, the Company incurred financing costs of $3,000 and an original issue discount of $5,300, which have been recorded as a discount. The third and fourth Back-End Notes bear interest at 12% per annum and mature on March 30, 2018. Pursuant to the agreement, the notes are convertible into shares of common stock at any time at a conversion price equal to 50% of the average of the three lowest trading prices of the common stock for the twenty days, including the day upon which a notice of conversion is received by the Company, prior to conversion.

In relation to the Back-End Notes, which were funded on July 25, 2017, the embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion features of $146,206 resulted in an additional discount to the note payable of $50,000 and the remaining $96,206 was recognized as additional interest expense. During the three months ended August 31, 2017, the Company recorded accretion of $13,441 increasing the carrying value of the note to $13,441. At August 31, 2017, the Company owed accrued interest of $709.

On August 29, 2017, the fifth Back-End Note was funded. In connection with the fifth Back-End Note, the Company incurred financing costs of $1,500 and an original issue discount of $2,650, which have been recorded as a discount. The Back-End Note bears interest at 12% per annum and matures on March 30, 2018. Pursuant to the agreement, the note is convertible into shares of common stock at any time at a conversion price equal to 50% of the average of the three lowest trading prices of the common stock for the twenty days, including the day upon which a notice of conversion is received by the Company, prior to conversion.

In relation to the Back-End Note, which was funded on August 29, 2017, the embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $45,823 resulted in an additional discount to the note payable of $25,000 and the remaining $20,823 was recognized as additional interest expense. During the three months ended August 31, 2017, the Company recorded accretion of $5,117 increasing the carrying value of the note to $5,117. At August 31, 2017, the Company owed accrued interest of $19.

On October 16, 2017, the Company entered into an amendment with the lender. Pursuant to the amendment, the conversion price of these notes was amended to 50% of the lowest trading price of the Company’s Common Stock for the twenty prior trading days including the day upon which a notice of Conversion is received by the Company.

F-9

6.	Convertible Notes Payable (Continued)

On March 7, 2017, a lender of the Company assigned a $20,000 promissory note payable to a third-party lender. On March 8, 2017, the lender issued a $7,000 portion of the $20,000 promissory note payable to another third-party lender. On March 20, 2017, the Company entered into a Debt Conversion Agreement with the lender, whereby $7,000 of the loan principal and unpaid interest of $2,758 became convertible to common stock of the Company. The note bears interest at 10% per annum. Pursuant to the Debt Conversion Agreement, the note is convertible into shares of common stock at a conversion price equal to $2.75 per share. Upon entering into the Debt Conversion Agreement, the terms of the note were determined to be substantially different and debt extinguishment accounting under ASC 470-50 Modifications and Extinguishments was required. There was no difference between the reacquisition price of the debt and the net carrying amount of the extinguished debt. As a result, there was no gain or loss on extinguishment of debt recognized.

The embedded conversion option was in the money and subject to recognition of debt discount from beneficial conversion feature at issuance date. The Company recorded an additional discount of $9,758 to the note. Since the Note is due on demand, the discount was fully accreted upon issuance. At August 31, 2017, and May 31, 2017, the Company owed accrued interest of $3,072 and 2,896, respectively. At August 31, 2017, and May 31, 2017, the balance owing on the note was $7,000.

	l)	On May 5, 2017, a lender of the Company assigned a $7,000 promissory note payable to a third-party lender, and the Company entered into a Debt Conversion Agreement with the third-party lender, whereby $7,000 of the loan principal became convertible to common stock of the Company. The note is non interest-bearing. Pursuant to the Debt Conversion Agreement, the note is convertible into shares of common stock at a conversion price equal to $0.69 per share. Upon entering into the Debt Conversion Agreement, the terms of the note were determined to be substantially different and debt extinguishment accounting under ASC 470-50 Modifications and Extinguishments was required. There was no difference between the reacquisition price of the debt and the net carrying amount of the extinguished debt. As a result, there was no gain or loss on extinguishment of debt recognized.

		The embedded conversion option was in the money and subject to recognition of debt discount from beneficial conversion feature at issuance date. The Company recorded an additional discount of $7,000 to the note payable. Since the note is due on demand, the discount was fully accreted upon issuance. During the year ended May 31, 2017, the Company issued 3,200 shares of common stock pursuant to the conversion of $2,200 of principal of the notes. At August 31, 2017, and May 31, 2017, the balance owing on the note was $4,800.

	m)	On July 3, 2017, the Company entered into a Convertible Promissory Note agreement for $7,500. The note bears interest at 8% per annum, and the principal amount and any interest thereon are due one year following the borrowing date. Pursuant to the agreement, the note is convertible into shares of common stock at a conversion price to be mutually finalized between the Company and the holder within 48 hours of the conversion request. At August 31, 2017, the Company owed accrued interest of $97. At August 31, 2017, the balance owing on the note was $7,500.

	n)	On July 26, 2017, the Company entered a Securities Purchase Agreement with a lender whereby the Company agreed to issue three convertible notes for an aggregate of $87,450 with each of the notes being in the amount of $29,150. The notes bear interest at 12% per annum commencing on July 26, 2017, and contain a 10% original issue discount, such that the purchase price of the notes is $26,500. The proceeds for the remaining two notes will be funded commencing March 26, 2018, through May 26, 2018.

		On July 26, 2017, the first note was funded. The note bears interest at 12% per annum and matures on July 26, 2018. The note contains an original issue discount of $2,650 so the purchase price of the note is $26,500. Pursuant to the agreement, the note is convertible into shares of common stock at any time at a conversion price equal to 50% of the average of the three lowest trading prices of the common stock for the twenty days, including the day upon which a notice of conversion is received by the Company, prior to conversion. During the first six months, the Company may redeem the first note at 150% of the par value plus accrued interest. The Company also incurred financing costs of $1,500 which has been recorded as a discount.

		In relation to the first note, the embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $70,203 resulted in an additional discount to the note payable of $25,000 and the remaining $45,203 was recognized as additional interest expense. During the three months ended August 31, 2017, the Company recorded accretion of $6,682 increasing the carrying value of the note to $6,682. At August 31, 2017, the Company owed accrued interest of $345.

	o)	On August 22, 2017, the Company entered into a Convertible Promissory Note agreement for $5,000. The note bears interest at 8% per annum, and the principal amount and any interest thereon are due one year following the borrowing date. Pursuant to the agreement, the note is convertible into shares of common stock at a conversion price to be mutually finalized between the Company and the holder within 48 hours of the conversion request. At August 31, 2017, the Company owed accrued interest of $10. At August 31, 2017, the balance owing on the note was $5,000.

	p)	On August 31, 2017, the Company entered into a Convertible Promissory Note agreement for $10,000. The note bears interest at 8% per annum, and the principal amount and any interest thereon are due one year following the borrowing date. Pursuant to the agreement, the note is convertible into shares of common stock at a conversion price to be mutually finalized between the Company and the holder within 48 hours of the conversion request. At August 31, 2017, the Company owed accrued interest of $nil. At August 31, 2017, the balance owing on the note was $10,000.

	q)	On June 1, 2017, the Company entered into Promissory Note Addendum Agreements to add conversion rights to notes payable of $42,750 (Note 5(j)), $98,388 (Note 5(l)), and $11,000 (Note 5(m)), whereby the principal and accrued interest of each note is convertible into shares of common or preferred stock at a conversion price to be mutually finalized between the Company and the holder within 48 hours of the conversion request.

		Upon entering into the Promissory Note Addendum Agreements, the terms of the notes were determined to be substantially different and debt extinguishment accounting under ASC 470-50 Modifications and Extinguishments was required. There was no difference between the reacquisition price of the debt and the net carrying amount of the extinguished debt. As a result, there was no gain or loss on extinguishment of debt recognized. At August 31, 2017, the Company owed accrued interest of $2,388. At August 31, 2017, the aggregate balance owing on the notes was $152,138.

F-10

7.	Derivative Liabilities

~~Certain~~The embedded conversion options of the Company’s convertible debentures described in Note 6 contain conversion features that qualify for embedded derivative classification. The fair value of these liabilities will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments. ~~The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities:~~

	Nine Months Ended February 28, 2017
Balance at the beginning of the period	$	–
Addition of new derivative liabilities		359,571
Change in fair value of embedded conversion option		(98,436	)
Balance at the end of the period	$	261,135

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities:

	Three Months Ended August 31, 2017			Three Months Ended August 31, 2016

Balance at the beginning of the period	$	596,743		$	–

Addition of new derivative liabilities		315,895			170,621
Change due to conversion of debt		(151,857	)
Change in fair value of embedded conversion option		358,427			16,268
Balance at the end of the period	$	1,119,208		$	186,889

The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities and embedded conversion option liabilities as their fair values were determined by using the Black-Scholes option pricing model based on various assumptions. The model incorporates the price of a share of the Company’s common stock (as quoted on the Over the Counter Bulletin Board), volatility, risk free rate, dividend rate and estimated life. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations:

	Expected Volatility	Risk-free Interest Rate	Expected Dividend Yield			Expected Life (in years)
At issuance	~~188~~241% - ~~232~~289%	01.5608% - 01.8423%		0	%	0.7558-10.0082
At February 28, 2017	185% - 202%	0.40% - 0.88%		0	%	0.14-0.92
At August 31, 2017	272% - 301%	1.01% - 1.08%		0	%	0.19-0.58

8.	Common Stock

a)During Onthe ~~November~~three 2,months ~~2016,~~ended ~~the~~August ~~Company issued~~ 31,~~200,000~~ ~~shares of common stock with a fair value of $243~~2017,~~360~~ to the ~~President of the~~ Company ~~pursuant to the Amended and Restated Management Services Agreement (Note 10(g)). b) On November 7, 2016, the Company~~ issued 5278,~~000,000~~958 shares of common stock ~~pursuant to the conversion of $5,000 of a convertible note payable (Note 6(d)),~~ in ~~which~~aggregate ~~the notice of conversion was received on October 18, 2016. c) On November 17, 2016, the Company issued 6,053,600 shares of common stock~~ pursuant to the conversion of $673,~~054~~528 of notes payable (Note 6(i)), in which the notice of conversion was received on October 26, 2016. d) On December 13, 2016, the Company issued 3,946,400 shares of common stock pursuant to the conversion of $3,946 of convertible notes payable ~~(Note 6(i))~~, ~~in which the notice of conversion was received on December 13, 2016. e) On December 20, 2016, the Company issued 5,000,000 shares of common stock pursuant to the conversion of~~ $~~5,000~~76 of ~~convertible~~accrued ~~notes~~interest ~~payable~~and ~~(Note 6(d)), in which the notice of conversion was received on December 12, 2016. f) On December 27, 2016, the Company issued 10,000,000 shares of common stock pursuant to the conversion of~~ $102,000 of ~~convertible~~share ~~notes~~transfer ~~payable~~fees ~~(Note~~upon ~~6(i)), in which the notice of~~ conversion ~~was received on December 13, 2016~~. g)During ~~On January 9, 2016,~~ the ~~Company~~three ~~issued~~months ~~4,000,000~~ended ~~shares~~August ~~of common stock pursuant to the conversion of $4~~31,~~000~~ ~~of convertible notes payable (Note 6(d)), in which the notice of conversion was received on December 23, 2016. h) On January 9,~~ 2017, the Company issued 81,~~000~~785,000 shares of common stock ~~pursuant to the conversion of $8,000 of convertible notes payable (Note 6(i)),~~ in ~~which~~aggregate ~~the notice of conversion was received on January 3, 2017. i) On January 11, 2017, the Company issued 8,000,000 shares of common stock~~ pursuant to the conversion of $889,~~000~~250 ofshares ~~convertible notes payable (Note 6(i)), in which the notice~~ of ~~conversion~~Series ~~was~~A ~~received~~preferred ~~on January 3, 2017~~stock. j) On ~~January~~June 2522, 2017, the Company issued 41,~~000,000~~951 shares ~~of common stock pursuant~~ to ~~the~~a ~~conversion~~third ofparty ~~$5,000~~free of ~~convertible~~charge ~~notes~~due ~~payable (Note 6(d)), in which the notice of conversion was received on January 3, 2017. k) On February 7, 2017, the Company issued 2,142,857 shares of common stock pursuant~~ to the ~~conversion~~round-up offeature ~~$5,000~~ of ~~convertible notes payable (Note 6(g)), in which~~ the ~~notice~~Company’s of1 ~~conversion~~for ~~was received on February 6, 2017. l) On February~~ 10, ~~2017, the Company issued 9,300,~~000 ~~shares~~reverse ~~of common~~ stock ~~pursuant~~split tocompleted ~~the conversion of $9,363 of convertible notes payable and $3,657 of accrued interest (Note 6(h)), in which the notice of conversion was received~~ on ~~February~~May 319, 2017.

F-911

Ecosciences, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

8. Common Stock (continued)

m) On February 13, 2017, the Company issued 2,571,429 shares of common stock pursuant to the conversion of $6,000 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on February 9, 2017. n) On February 15, 2017, the Company issued 9,000,000 shares of common stock pursuant to the conversion of $9,000 of convertible notes payable (Note 6(i)), in which the notice of conversion was received on February 3, 2017. o) On February 17, 2017, the Company issued 7,000,000 shares of common stock pursuant to the conversion of $7,000 of convertible notes payable (Note 6(i)), in which the notice of conversion was received on February 7, 2017. p) On February 22, 2017, the Company issued 4,329,897 shares of common stock pursuant to the conversion of $7,000 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on February 16, 2017. q) On February 22, 2017, the Company issued 10,400,000 shares of common stock pursuant to the conversion of $9,246 of convertible notes payable and $218 of accrued interest (Note 6(h)), in which the notice of conversion was received on February 17, 2017. r) On February 23, 2017, the Company issued 7,912,088 shares of common stock pursuant to the conversion of $12,000 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on February 22, 2017.

9. Preferred Stock

a) On June 4, 2015, the Company filed a Certificate of Amendment ~~(the “Amendment”)~~ to its Certificate of Designation for the Company’s Series C convertible preferred stock originally filed with the Secretary of State of Nevada on April 20, 2015. Pursuant to the ~~Amendment~~amendment, the Company increased the number of shares of common stock issuable upon the conversion of each share of Series C preferred stock from 10 shares to 12 shares but also added the restriction that the holder has to wait until the one year anniversary date of issuance before the holder can elect to convert. Also, the Company removed the right of the holder to elect to have any portion of the shares be repurchased by the Company at $0.10 per share, and amended the voting rights to increase the voting equivalency of each share of Series C preferred stock from 10 shares to 12 shares of common stock. b) On June 4, 2015, the Company designated 10,000,000 shares of preferred stock as Series D convertible preferred stock. The holders of the Series D convertible preferred stock may elect to convert their shares at any time and from time to time and after the first year anniversary of the issue date. Each share of Series D convertible preferred stock is convertible into 10 shares of common stock of the Company; provided, however, that the holder is prohibited from converting such number of shares of Series D convertible preferred stock that would result in the stockholder beneficially owning more than 4.99% of the common stock of the Company. The holders of the Series D convertible preferred stock shall be entitled to a number of votes equal to the number of shares of common stock into which the Series D shares held are convertible. c) On June 4, 2015, upon execution of the Management Services Agreement referred to in Note 10 (a), the Company issued 100,000 shares of the Series D convertible preferred stock to the President of the Company at $0.10 per share in exchange for management services. d) On June 4, 2015, upon execution of the Services Agreements referred to in Note 10 (b), the Company issued 400,000 shares of the Series D convertible preferred stock to persons or companies at $0.10 per share in exchange for services. e) On June 11, 2015, upon execution of the Services Agreements referred to in Notes 10 (d) and €, the Company issued 110,000 shares of the Series D convertible preferred stock to persons or companies at $0.10 per share in exchange for services. f) On September 11, 2015, the Company filed a Certificate of Amendment ~~(the “Amendment”)~~ to amend the provisions of the Company’s Amended and Restated Certificate of Designation for the Company’s Series A convertible preferred stock originally filed with the Secretary of State of Nevada on May 8, 2014. Pursuant to the ~~Amendment~~amendment, the Company restated the conversion and redemption terms of the Series A convertible preferred stock. For shares of Series A convertible preferred stock issued prior to September 11, 2015, the holders shall have the right to convert the shares from the first anniversary date of issuance. For shares of Series A convertible preferred stock issued on or after September 11, 2015, the holders shall have the right to convert the shares from October 1, 2016. The Company may also redeem all, or any portion of, the outstanding shares of Series A convertible preferred stock for $0.40 per share. g) On September 11, 2015, the Company entered into a Stock Purchase Agreement, whereby the Company issued 125,000 shares of Series A preferred stock at $0.20 per share for proceeds of $25,000. h) On November 1, 2016, upon execution of the Management Services Agreement referred to in Note 10 (f), the Company issued 100,000 shares of the Series D convertible preferred stock to the Chief Operating Officer of the Company at $0.089 per share in exchange for management services.

F-10

Ecosciences, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

10. Commitments

a) On June 4, 2015, the Company entered into a Management Services Agreement with the President, CEO, Secretary and Treasurer of the Company. In consideration for his services, the Company agreed to pay $31,200 per year, ~~accruing in equal monthly increments of $2,600,~~ and to issue an aggregate of 1,000,000 shares of the Company’s Series D convertible preferred stock, of which 100,000 shares were issued upon the execution of the Management Services Agreement, and the remaining 900,000 shares of which shall vest in increments upon the achievement by the Company of the milestones set forth in the Management Services Agreement, including the completion of product line expansion, and signing distributors nationally and internationally. The term of the Management Services Agreement is for one year, commencing on the date of the agreement, and is automatically renewable for successive one year terms unless mutually agreed to in writing. On November 2, 2016, the Company entered into an Amended and Restated Management Services Agreement with the President, CEO, Secretary and Treasurer of the Company (Note 10(g)). b) On June 4, 2015, the Company entered into Services Agreements with four unrelated third party persons or companies. In consideration of these services, the Company has agreed to pay an aggregate $96,000 per year, accruing in equal monthly increments of $8,000, and to issue an aggregate 4,000,000 shares of the Company’s Series D convertible preferred stock, of which 400,000 shares were issued upon the execution of the Services Agreements, and the remaining 3,600,000 shares of which shall vest in increments upon the achievement by the Company of the milestones set forth in the Services Agreements, including the completion of product line expansion, and signing distributors nationally and internationally. The terms of the Services Agreements are for one year, commencing on the date of the agreements, and are automatically renewable for successive one year terms unless mutually agreed to in writing. c) On June 9, 2015, the Company entered into a Consultancy Agreement with a company for investor relations services. The Company agreed to pay $5,000 per month and the term of the Consultancy Agreement was for six months, commencing June 11, 2015. On January 1, 2016, the Consultancy Agreement was extended for an additional six months. The Consultancy Agreement was not renewed and expired during the period. d) On June 11, 2015, the Company entered into a Services Agreement with an unrelated third party company. In consideration of these services, the Company has agreed to pay $60,000 per year, accruing in equal monthly increments of $5,000, and to issue 500,000 shares of the Company’s Series D convertible preferred stock, of which 50,000 shares were issued upon the execution of the Services Agreement, and the remaining 450,000 shares of which shall vest in increments upon the achievement by the Company of the milestones set forth in the Services Agreement, including the completion of product line expansion, and signing distributors nationally and internationally. The terms of the Services Agreement is for one year, commencing on the date of the agreement, and is automatically renewable for successive one year terms unless mutually agreed to in writing. e) On June 11, 2015, the Company entered into Services Agreements with two unrelated third party persons or companies. In consideration of these services, the Company has agreed to issue an aggregate 600,000 shares of the Company’s Series D convertible preferred stock, of which 60,000 shares were issued upon the execution of the Services Agreements, and the remaining 540,000 shares of which shall vest in increments upon the achievement by the Company of the milestones set forth in the Services Agreements, including the completion of product line expansion, and signing distributors nationally and internationally. The terms of the Services Agreements are for one year, commencing on the date of the agreements, and are automatically renewable for successive one year terms unless mutually agreed to in writing. f) On November 1, 2016, the Company entered into a Management Services Agreement with the Chief Operating Officer of the Company. In consideration for his services, the Company has agreed to pay $84,000 per year, accruing in increments of $7,000 per month, commission of 3% of all gross sales, and to issue an aggregate of 1,000,000 shares of the Company’s Series D convertible preferred stock, of which 100,000 shares were issued upon the execution of the Management Services Agreement, and the remaining 900,000 shares of which shall vest in increments upon the achievement by the Company of the milestones set forth in the Management Services Agreement, including the completion of product line expansion, and signing distributors nationally and internationally. The Company also agreed to reimburse the Chief Operating Officer for a health insurance plan beginning January 1, 2017. The term of the Management Services Agreement is for six months, commencing on the date of the agreement, and is automatically renewable for successive one year terms unless mutually agreed to in writing.

F-1112

~~Ecosciences~~On November 2, ~~Inc~~ 2016, the Company and the President amended the Management Service Agreement. As amended, the Company agreed to pay $84,000 per year and to issue an aggregate of 900,000 shares of the Company’s Series D convertible preferred stock, which shall vest in increments upon the achievement by the Company of the milestones set forth in the Amended and Restated Management Services Agreement, including the completion of product line expansion, and signing distributors nationally and internationally. In addition, the Company agreed to pay a signing bonus of $31,200, convertible or payable into shares of common stock at $0.001 per share. The Company also agreed to determine a commission structure within 90 days of the agreement, and shall reimburse the President for a health insurance plan beginning January 1, 2017. The term of the amendment agreement is for one year, commencing on the date of the agreement, and is automatically renewable for successive one year terms unless mutually agreed to in writing. As of August 31, 2017, the Company had issued 100,000 shares of the Company’s Series D convertible preferred stock. The executive continues to work on achieving milestones. On June 4, 2015, the Company entered into service agreements with four third parties. In consideration for services rendered, the Company agreed to pay an aggregate $96,000 per year and issue an aggregate 4,000,000 shares of the Company’s Series D convertible preferred stock, of which 400,000 shares were issued upon the execution of the agreements and the remaining 3,600,000 shares shall vest in increments upon the achievement by the Company of the milestones set forth in the agreements, including the completion of product line expansion, and signing distributors nationally and internationally. The terms of the agreements are for one year, commencing on the date of the agreements, and are automatically renewable for successive one year terms unless mutually agreed to in writing. As of August 31, 2017, the Company had issued 400,000 shares of the Company’s Series D convertible preferred stock. The third parties continue to work on achieving milestones. On June 11, 2015, the Company entered into a Services Agreement with a third party. In consideration for services rendered, the Company agreed to pay $60,000 annual fee and issue 500,000 shares of the Company’s Series D convertible preferred stock, of which 50,000 shares were issued upon the execution of the Services Agreement, and the remaining 450,000 shares of which shall vest in increments upon the achievement by the Company of the milestones set forth in the Services Agreement, including the completion of product line expansion, and signing distributors nationally and internationally. The terms of the Services Agreement is for one year, commencing on the date of the agreement, and is automatically renewable for successive one year terms unless mutually agreed to in writing. As of August 31, 2017, the Company had issued 50,000 shares of the Company’s Series D convertible preferred stock. The third party continues to work on achieving milestones. On June 11, 2015, the Company entered into Services Agreements with two third parties. In consideration for these services, the Company agreed to issue an aggregate 600,000 shares of the Company’s Series D convertible preferred stock, of which 60,000 shares were issued upon the execution of the Services Agreements, and the remaining 540,000 shares of which shall vest in increments upon the achievement by the Company of the milestones set forth in the Services Agreements, including the completion of product line expansion, and signing distributors nationally and internationally. The terms of the Services Agreements are for one year, commencing on the date of the agreements, and are automatically renewable for successive one year terms unless mutually agreed to in writing. As of August 31, 2017, the Company had issued 60,000 shares of the Company’s Series D convertible preferred stock. The third parties continue to work on achieving milestones. On November 1, 2016, the Company entered into a Management Services Agreement with the Chief Operating Officer of the Company. In consideration for his services, the Company agreed to pay $84,000 per year and commission of 3% of all gross sales and issue an aggregate of 1,000,000 shares of the Company’s Series D convertible preferred stock, of which 100,000 shares were issued upon the execution of the Management Services Agreement, and the remaining 900,000 shares of which shall vest in increments upon the achievement by the Company of the milestones set forth in the Management Services Agreement, including the completion of product line expansion, and signing distributors nationally and internationally. The Company also agreed to reimburse the Chief Operating Officer for a health insurance plan beginning January 1, 2017. The term of the Management Services Agreement is for six months, commencing on the date of the agreement, and is automatically renewable for successive one year terms unless mutually agreed to in writing. As of August 31, 2017, the Company had issued 100,000 shares of the Company’s Series D convertible preferred stock. The executive continues to work on achieving milestones.

Notes to the Unaudited Condensed Consolidated Financial Statements

10. Commitments (continued)

	g)	On November 2, 2016, the Company entered into an Amended and Restated Management Services Agreement with the President, CEO, Secretary and Treasurer of the Company. In consideration for his services, the Company has agreed to pay $84,000 per year, accruing in equal monthly increments of $7,000, and to issue an aggregate of 900,000 shares of the Company’s Series D convertible preferred stock, which shall vest in increments upon the achievement by the Company of the milestones set forth in the Amended and Restated Management Services Agreement, including the completion of product line expansion, and signing distributors nationally and internationally. In addition, the Company agreed to pay a signing bonus of $31,200, convertible or payable into shares of common stock at $0.001 per share. The Company also agreed to determine a commission structure within 90 days of the agreement, and shall reimburse the President for a health insurance plan beginning January 1, 2017. The term of the Amended and Restated Management Services Agreement is for one year, commencing on the date of the agreement, and is automatically renewable for successive one year terms unless mutually agreed to in writing.
	h)	On February 9, 2017, the Company entered into an Advertising Agreement with a TV production company for production and airing on TV of a feature integration segment about septic systems. The Company has agreed to pay $29,700 for pre-production and scheduling fees payable as follows: $2,500 on or before February 24, 2017; $13,600 on or before March 15, 2017 and a final payment of $13,600 on or before April 15, 2017.

11. Concentrations

The Company’s revenues were concentrated among three customers for the ~~nine~~three months ended ~~February~~August 2831, 2017, and ~~four customers for the nine months ended February 29,~~ 2016:

Customer		Revenue for the Three Months Ended August 31, 2017		~~Revenue for the Nine Months Ended February 28, 2017~~		Revenue for the Three Months Ended August 31, 2016		~~Revenue for the Nine Months Ended February 29, 2016~~
1	1		18	%	52	%	45	%	30	%
2	2		16	%	*		31	%	23	%
3	3		11	%	*		11	%	19	%
	4				*				11	%
	5				16	%			*
	6				10	%			*

The Company’s receivables were concentrated among ~~four~~three customers as at ~~February~~August 2831, 2017, and two customers as at May 31, ~~2016~~2017:

Customer		Receivables as at August 31, 2017		~~Receivables as at February 28, 2017~~		Receivables as at May 31, 2017		~~Receivables as at May 31, 2016~~
1	1		34	%	44	%	67	%	37	%
2	2		26	%	*		11	%	35	%
3	3		25	%	19	%	*		16	%
4	4		10	%	12	%	*		35	%
	5				21	%			*

* not greater than 10%

12. Subsequent Events

i. On March 10, 2017, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada thereby increasing the authorized number of shares of Common Stock from Five Hundred Million (500,000,000) to One Billion Nine Hundred Fifty Million (1,950,000,000) without changing the $0.0001 par value of the Common Stock. The Amendment went into effect on March 13, 2017. The Amendment was approved, on February 9, 2017 by written consent, by the Board of Directors of the Company and the holder of 100% of the outstanding shares of the Company’s outstanding Series B Preferred Stock having 80% majority voting control. ii. On March 1, 2017 the Company entered into a Promissory Note for $15,000 whereby a vendor of the Company agreed to convert amounts owing for services to a promissory note. The Promissory Note is unsecured, non interest-bearing and due on demand. iii. On March 6, 2017, the Company issued 11,956,400 shares of common stock pursuant to the conversion of $3,886 of convertible notes payable (Note 6(h)), in which the notice of conversion was received on March 2, 2017.

F-12

Ecosciences, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

iv. On March 6, 2017 the Company issued 9,767,442 shares of common stock pursuant to the conversion of $7,000 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 1, 2017. v. On March 7, 2017, a lender of the Company assigned a $20,000 promissory note payable to a third-party lender (the “First Assignee”). On March 8, 2017, the First Assignee assigned a $7,000 portion of the $20,000 promissory note payable to another third-party lender (the “Second Assignee”) On March 20, 2017, the Company entered into a Debt Conversion Agreement with the lender, whereby $7,000 of the loan principal and unpaid interest became convertible to common stock of the Company. The note bears interest at 10% per annum. Pursuant to the Debt Conversion Agreement, the note is convertible into shares of common stock at a conversion price equal to $0.000275 per share. vi. On March 8, 2017, the Company issued 4,000,000 shares of common stock pursuant to the conversion of $5,000 of convertible notes payable (Note 6(d)), in which the notice of conversion was received on February 8, 2017. vii. On March 10, 2017, the Company issued 9,000,000 shares of common stock pursuant to the conversion of $9,000 of convertible notes payable (Note 6(l)), in which the notice of conversion was received on February 3, 2017. viii. On March 10, 2017, the Company issued 13,621,622 shares of common stock pursuant to the conversion of $8,400 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 7, 2017. ix. On March 13, 2017, the Company issued 11,500,000 shares of common stock pursuant to the conversion of $11,500 of convertible notes payable (Note 6(i)), in which the notice of conversion was received on February 23, 2017. x. On March 15, 2017, the Company amended a Debt Conversion Agreement with a lender of the Company dated October 12, 2016 amending the conversion price from $0.001 per share to $0.000275 per share. xi. On March 16, 2017, the Company amended a Debt Conversion Agreement with a lender of the Company dated February 3, 2017 amending the conversion price from $0.001per share to $0.000275 per share. xii. On March 16, 2017, the Company issued 14,350,000 shares of common stock pursuant to the conversion of $3,946 of convertible notes payable (Note 6(h)), in which the notice of conversion was received on March 13, 2017. xiii. On March 16, 2017, the Company issued 14,916,201 shares of common stock pursuant to the conversion of $8,900 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 15, 2017. xiv. On March 16, 2017, the second ADAR Bays Convertible Redeemable Note was funded. xv. On March 16, 2017, the Company sold a Promissory Note to an unaffiliated lender for the aggregate principal amount of $14,000, bearing interest at a rate of 8% per annum and maturing the first year anniversary of the date of issuance. The Company may prepay the principal and accrued interest at any time without penalty. xvi. On March 17, 2017, the Company issued 13,994,118 shares of common stock pursuant to the conversion of $5,200 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 16, 2017.

F-13

~~Ecosciences, Inc~~12. Subsequent Events

~~Notes to~~Conversions ~~the~~of ~~Unaudited~~convertible notes ~~Condensed Consolidated Financial Statements~~payable

xvii.	On March 22, 2017, the Company issued 10,058,824 shares of common stock pursuant to the conversion of $5,700 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 17, 2017.
xviii.	On March 22, 2017, the Company issued 17,100,000 shares of common stock pursuant to the conversion of $9,690 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 20, 2017.
xix.	On March 22, 2017, the Company issued 17,082,353 shares of common stock pursuant to the conversion of $9,680 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 21, 2017.
xx.	On March 27, 2017, the Company issued 4,733,824 shares of common stock pursuant to the conversion of $1,000 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 22, 2017.
xxi.	On March 28, 2017, the Company issued 19,309,412 shares of common stock pursuant to the conversion of $10,942 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 23, 2017.
xxii.	On March 28, 2017, the Company issued 19,235,294 shares of common stock pursuant to the conversion of $10,900 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 27, 2017.
xxiii.	On March 28, 2017, the Company issued 17,000,000 shares of common stock pursuant to the conversion of $4,675 of convertible notes payable (Note 6(i)), in which the notice of conversion was received on March 17, 2017.
xxiv.	On March 28, 2017, the Company issued 19,300,000 shares of common stock pursuant to the conversion of $5,308 of convertible notes payable (Note 6(h)), in which the notice of conversion was received on March 24, 2017.
xxv.	On March 30, 2017, the Company entered a Securities Purchase Agreement with a lender whereas the Company agreed to issue nine Convertible Redeemable Notes for an aggregate of $285,450. The principal amount of the Convertible Redeemable Notes and any interest thereon are due twelve months following the Issuance Date of March 30, 2017. The Convertible Redeemable Notes bear interest at 12% per annum commencing on March 30, 2017 and contain a 10% original issue discount, such that the purchase price of the first note is $47,500 and the rest of the eight notes (or “Back End Notes”) is $26,500. On April 3, 2017, in consideration for the first Convertible Redeemable Note, the Company received cash proceeds of $45,000, net of $2,500 of legal fees. The proceeds for the Back End Notes will be funded one at a time in 30 day increments commencing April 30, 2017 through November 30, 2017. The Closing of each of the Back End Notes, shall be contingent on the following condition: (i) the Company must maintain a bid of $0.001 per share over 5 consecutive trading days.
	Each of the eight remaining $29,150 Back End Notes shall initially be paid for by the issuance of an offsetting $26,500 collateralized secured note issued to the Company by the Buyer effective on March 30, 2017 (a “Buyer Note”), provided that prior to conversion of a particular Back End Note, the Buyer must have paid off that particular Buyer Note in cash such that the particular Back End Note may not be converted until it has been paid for in cash by Buyer. Each Buyer Note is secured by a cash deposit of $26,500 placed in escrow with the attorney of the lender. The first Buyer Note only is also collateralized by the first Convertible Redeemable Note.
	During the first six months that the first Convertible Redeemable Note is in effect, the Company may redeem the first Convertible Redeemable Note at 140% of the par value plus accrued interest. The Back End Notes may not be prepaid, except if the first Convertible Redeemable Note is redeemed by the Company within 6 months of its issuance date then all obligations of the Company under the Back End Note and all obligations of the Lender under the Buyer note will be deemed satisfied and cancelled.

In September and October 2017, the Company issued 2,469,740 shares of common stock in aggregate pursuant to the conversion of $59,344 of convertible notes payable.

On September 22, 2017, the Company received a notice of conversion to issue 1,539,449 shares of common stock pursuant to the conversion of $19,551 of convertible note payables, the shares have been approved to be issued by the Board of Directors of the Company but have not been issued as of October 23, 2017.

On September 27, 2017, the Company received a notice of conversion to issue 624,102 shares of common stock pursuant to the conversion of $7,926 of convertible note payables, the shares have been approved to be issued by the Board of Directors of the Company but have not been issued as of October 23, 2017.

On September 28, 2017, the Company received a notice of conversion to issue 306,189 shares of common stock pursuant to the conversion of $3,889 of convertible note payables, the shares have been approved to be issued by the Board of Directors of the Company but have not been issued as of October 23, 2017.

Issuances of notes payable

On September 1, 2017 the Company entered into a Promissory Note for $30,000 with a vendor to convert amounts owing for services to a convertible promissory note. The note is convertible into shares of common or preferred stock at a conversion price to be mutually finalized within 48 hours of the conversion request. The Promissory Note is unsecured, non-interest bearing and due on demand.

On September 22, 2017, the Company sold a Promissory Note to an unaffiliated lender for the aggregate principal amount of $15,000, bearing interest at a rate of 8% per annum and maturing the first year anniversary of the date of issuance. The Company may prepay the principal and accrued interest at any time without penalty. Pursuant to the agreement, the note is convertible into shares of common or preferred stock at a conversion price to be mutually finalized within 48 hours of the conversion request.

Other Agreements

On September 27, 2017, a lender of the Company assigned a $45,000 note payable to a third-party lender. On September 28, 2017, the Company entered into a Debt Conversion Agreement with the third-party lender, whereby $45,000 of the loan principal became convertible to common stock of the Company. The note bears interest at 8% per annum. Pursuant to the Debt Conversion Agreement, the note is convertible into shares of common stock at a conversion price equal to $0.0127 per share.

On October 2, 2017, a lender of the Company assigned $20,000 in promissory notes payable to a third-party lender. On October 3, 2017 the Company entered into a Debt Conversion Agreement with the third-party lender, whereby $20,000 of the loan principal became convertible to common stock of the Company. The note bears interest at 8% per annum. Pursuant to the Debt Conversion Agreement, the note is convertible into shares of common stock at a conversion price equal to $0.0127 per share.

On October 16, 2017, the Company entered into an amendment to Convertible Promissory Notes with a lender concerning one (1) Front End Note dated March 30 2017, eight (8) Back End Notes dated March 30, 2017 and three (3) Back End Notes dated July 26, 2017. Pursuant to the amendment, the conversion price was amended to 50% of the lowest trading price of the Company’s Common Stock for the twenty prior trading days including the day upon which a notice of Conversion is received by the Company.

F-14

Ecosciences, Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Pursuant to the agreements, the Convertible Redeemable Notes are convertible into shares of common stock at any time at a conversion price equal to 50% of the average of the three lowest trading prices of the common stock for the twenty prior trading days including the day upon which a notice of conversion is received by the Company.

xxvi.	On April 4, 2017, a lender of the Company assigned a $7,000 promissory note payable to a third-party lender. On April 5, 2017, the Company entered into a Debt Conversion Agreement with the lender, whereby $7,000 of the loan principal became convertible to common stock of the Company. The Note is non interest-bearing. Pursuant to the Debt Conversion Agreement, the Note is convertible into shares of common stock at a conversion price equal to $0.000275 per share.
xxvii.	On April 4, 2017, the Company issued 23,250,000 shares of common stock pursuant to the conversion of $6,394 of convertible notes payable (Note 6(h)), in which the notice of conversion was received on March 31, 2017.
xxviii.	On April 4, 2017, the Company issued 22,214,118 shares of common stock pursuant to the conversion of $12,588 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 30, 2017.
xxix.	On April 5, 2017, the Company issued 2,033,471 shares of common stock pursuant to the conversion of $1,000 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on April 3, 2017.
xxx.	On April 6, 2017, the Company issued 17,000,000 shares of common stock pursuant to the conversion of $4,675 of convertible notes payable (Note 6(l)), in which the notice of conversion was received on March 17, 2017.
xxxi.	On March 20, 2017, the Company a received notice of conversion pursuant to the conversion of $4,675 of convertible note payables (Note 12(c)), the shares have not been issued as of April 13, 2017.
xxxii.	On April 5, 2017, the Company a received notice of conversion pursuant to the conversion of $7,000 of convertible note payables (Note 12(s)), the shares have not been issued as of April 13, 2017.

F-15

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion together with our unaudited ~~condensed~~ consolidated financial statements and the related notes included elsewhere in this report. This discussion contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ materially from those we currently anticipate as a result of many factors, including the factors we describe in this report and our other reports filed with the Securities and Exchange Commission.

Forward Looking Statements

Some of the information in this section contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. You should read statements that contain these words carefully because they:

	●	discuss our future expectations;

	●	contain projections of our future results of operations or of our financial condition; and

	●	state other “forward-looking” information.

We believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth elsewhere in this Report.

Unless stated otherwise, the words “we,” “us,” “our,” the “Company” or “Ecosciences” in this section collectively refer to Ecosciences, Inc. and its wholly-owned subsidiary, Eco-Logical Concepts, Inc., a Delaware corporation.

~~Corporate~~The ~~History~~following discussion highlights Ecosciences’ results of operations and the principal factors that have affected our consolidated financial condition as well as our liquidity and capital resources for the periods described, and provides information that management believes is relevant for an assessment and understanding of our consolidated financial condition and results of operations presented herein. The following discussion and analysis is based on Ecosciences’ unaudited consolidated financial statements contained in this Report, which have been prepared in accordance with generally accepted accounting principles in the United States. You should read the discussion and analysis together with such financial statements and the related notes thereto.

We were formerly known as On-Air Impact, Inc., a Nevada corporation (“On-Air Impact”). From the date of our inception on May 26, 2010 until the consummation of the reverse merger described below on May 9, 2014, On-Air Impact had been a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

On May 9, 2014, On-Air Impact and its wholly-owned subsidiary, Eco Merger Sub, Inc., a Delaware corporation (“Merger Sub”), consummated a reverse merger (the “Merger”) with Eco-Logical Concepts, Inc., a Delaware corporation (“Eco-Logical”), pursuant to the terms and conditions of that certain Agreement and Plan of Merger, dated May 9, 2014 (the “Merger Agreement”), whereby Merger Sub merged with and into Eco-Logical with Eco-Logical being the surviving corporation and replacing Merger Sub as On-Air Impact’s wholly-owned subsidiary. Since the Merger, the business and operations of Eco-Logical have been business and operations of On-Air Impact.

At the closing of the Merger:

●	Every one hundred (100) shares of Common Stock, par value $0.0001 per share, of Eco-Logical issued and outstanding immediately prior to the closing of the Merger was converted into one (1) share of Common Stock, par value $0.0001 per share (the “Common Stock”), of On-Air Impact, rounding up to the nearest whole number for resulting fractional shares; and
●	Each share of Series A Non-Convertible Preferred Stock, par value $0.0001 per share, of Eco-Logical issued and outstanding immediately prior to the closing of the Merger was converted into one share of Series B Non-Convertible Preferred Stock, par value $0.0001 per share (the “Series B Non-Convertible Preferred Stock”), of On-Air Impact.

In addition, pursuant to the Merger Agreement, on May 9, 2014, Joel Falitz, the President and Chief Executive Officer of Eco-Logical, was appointed to serve as the Chairman of our Board of Directors for a one-year period until the next annual stockholders’ meeting or until his successor is elected and qualified and as the Chief Executive Officer, President, Secretary and Treasurer of the Company.

As a result of the Merger, On-Air Impact ceased to be a shell company. The information contained in our “Super Form 8-K” filed on May 15, 2014 constitutes the current “Form 10 information” necessary to satisfy the conditions contained in Rule 144(i)(2) under the Securities Act of 1933, as amended (the “Securities Act”).

The Merger was intended to be treated as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended, and has been treated as a recapitalization of the Company for financial accounting purposes. Even though On-Air Impact was the legal acquirer, Eco-Logical is considered to be the acquirer for accounting purposes, and the Company’s historical financial statements before the Merger will be replaced with the historical financial statements of Eco-Logical before the Merger in this Report and all future filings with the SEC.

To better reflect our new operations as a result of the Merger, on June 23, 2014, the Company changed its name from “On-Air Impact” to “Ecosciences, Inc.” On June 23, 2014, we also increased our authorized capital stock from 100 million shares of Common Stock to 500 million shares; and from 10 million shares of “blank check” Preferred Stock, par value $0.0001 per share (“Preferred Stock”) to 50 million shares. We also effectuated a 500-for-1 forward stock split of our outstanding Common Stock on June 23, 2014 (the “Forward Stock Split”).

On July 21, 2014, the ticker symbol of our Common Stock on the OTCQB was changed from “OAIR” to “ECEZ” to better reflect our new name.

As a result of the Merger and the change in our business and operations, a discussion of the past financial results of On-Air Impact, Inc. is not pertinent, and under generally accepted accounting principles in the United States, the historical financial results of Eco-Logical, the accounting acquirer, prior to the Merger are considered the historical financial results of the Company.

The following discussion highlights Ecosciences’ results of operations and the principal factors that have affected our consolidated financial condition as well as our liquidity and capital resources for the periods described, and provides information that management believes is relevant for an assessment and understanding of our consolidated financial condition and results of operations presented herein. The following discussion and analysis is based on Ecosciences’ unaudited condensed consolidated financial statements contained in this Report, which have been prepared in accordance with generally accepted accounting principles in the United States. You should read the discussion and analysis together with such financial statements and the related notes thereto.

Overview

~~Our~~Located ~~wholly-owned~~in ~~operating~~Jericho, ~~subsidiary~~New York, ~~Eco-Logical~~the ~~Concepts~~Company ~~Inc.~~provides ~~(hereinafter~~bio-remediation ~~referred~~products tofor asseptic ~~the~~tanks, ~~“Company~~drains and pipes,” ~~“Eco~~grease traps,” lift ~~“Eco-Logical~~and pump stations,” ~~“our~~sewers,” weponds,” ~~“us~~lakes,” lagoons, farms, car washes, portable sanitation facilities, boats, RVs, and ~~similar~~wastewater treatment ~~terms)~~facilities. We provide a suite of tablet-based products that can be added to waste systems. The active ingredients in our tablets oxygenate wastewater, ~~was~~remove ~~incorporated~~hydrogen sulfide odors, prevent corrosion in ~~the~~wastewater ~~state~~systems ofand initiate aerobic ~~Delaware~~biological onbreakdown ~~November~~of 30organic solids, ~~2011~~waste, as well as fats, oils and grease. The tablets are non-hazardous, environmentally friendly and biodegradable. . The product is simple to use directly by the end consumer or commercial customer.

~~Located~~The inCompany’s ~~Jericho,~~bioremediation ~~New~~products ~~York,~~are ~~Eco-Logical~~sold ~~provides~~under ~~bio-remediation~~the ~~services~~product ~~for~~names ~~sewers~~Trap-Eze, ~~sludge ponds~~Waste-Eze, ~~septic~~Septic ~~tanks,~~Oxy-Tabs ~~lagoons, farms, car washes, portable sanitation facilities, grease tanks, lakes~~ and ~~ponds.~~Drain ~~We provide a suite of tablet-based products that can be~~& ~~added~~Pipe ~~to waste systems~~Oxy-Tabs. The ~~active~~Company ~~ingredients~~also inrecently ~~our~~re-branded ~~tablets~~the ~~oxygenate~~products ~~wastewater,~~under ~~remove~~the ~~hydrogen~~brand ~~sulfide~~EcoNow ~~odors,~~to ~~prevent~~better ~~corrosion in~~create ~~wastewater~~consumer ~~systems~~brand awareness and ~~initiate~~to ~~aerobic~~align ~~biological~~with ~~breakdown of organic sludge including fats, oils and grease. The tablets are non-toxic to~~ the ~~environment,~~company’s ~~non-caustic~~mission ~~and comprised~~ of ~~natural~~solving ~~ingredients~~ecological issues that doaffect ~~not~~our ~~require any special permitting for use and disposal~~environment. ~~The product is simple to use directly by the end consumer.~~

The Company’s ~~bioremediation~~has ~~products~~formulated ~~are~~a ~~sold~~business ~~under~~model ~~the~~that ~~brands~~management ~~Trap-Eze,~~believes ~~Sept-Eze,~~can ~~Tank-Eze~~help it grow and ~~Wash~~achieve economies of scale over time. We have undertaken the necessary due diligence and prepared a business that will enable us to compete in the market for bio-~~Eze~~remediation products.

The Company ~~has~~is ~~formulated~~focused aon ~~business~~building, ~~model~~acquiring ~~that~~and ~~management~~investing ~~believes~~in ~~can~~businesses ~~help~~around itecological ~~grow~~ and ~~achieve~~life ~~economies~~sciences. ofFrom ~~scale~~waste ~~over~~water ~~time. We~~remediation ~~have~~to ~~undertaken~~healthcare ~~the necessary due diligence~~ and ~~prepared~~more, athe ~~business~~Company ~~that~~is ~~will~~committed ~~enable us~~ to ~~compete~~building ina ~~the~~better ~~market~~living environment for ~~bio-remediation services~~all people.

The Company is focused on building, acquiring and investing in businesses around ecological and life sciences. From waste water remediation to healthcare and more, Ecosciences is committed to building a better living environment for all people.

Product Development

The Company plans in this quarter or the next fiscal quarter to begin testing new formulations designed to address and remediate other water pollution problems.

Growth Strategy of the Company

Our mission is to maximize stockholder value through expanding the scope of products offered. We intend to conduct research and development to bring new, improved products to market to ensure we are competitive in our market space. We intend to focus on growing our distribution channels using master-distributor relationships, full-line distributors, sales representatives and other similar sales channels. We intend to build product and brand awareness through a direct retail channel using online marketing and info-commercials, which we believe will provide a feedback benefit for the growth of our other distribution channels as well as to establish opportunities for ~~indirect~~ retail sales channels, such as through chain stores and small retailers.

We have been working to set up ~~regional~~sales representatives and distributors in several different market segments, such as ~~septic~~the ~~systems~~consumer retail market, ~~grease~~foodservice ~~traps~~industry, ~~ponds,~~ ~~agricultural~~ and wastewater industry. ~~Sales~~Our revenues for this fiscal year have primarily been in the United States. All sales were completed in US dollars and have not been subject to any foreign taxes.

5During the fourth quarter ended May 31, 2017, we commenced developing additional eco-based products in order to introduce a retail product line. These products included Septic Oxy-Tabs to treat and maintain Septic Systems and Drain & Pipe Oxy-Tabs to remove build-up in drains, sinks pipes and traps, garbage disposals and main lines leading to sewers. . The Company will soon begin testing new formulations designed to address and remediate other significant water pollution problems. We also intend to develop a line of eco-friendly certified green cleaning solutions.

During the fourth quarter ended May 31, 2016, we commenced developing additional eco-based products in order to expand our product line. During the quarter ended November 30, 2015, we successfully test marketed a liquid version of our Tank-Eze bioremediation product (“Liquid Tank-Eze”). Liquid Tank-Eze is different than the regular Tank-Eze in that it does not have the oxygen feature and is designed to be primarily used in the treatment of drain lines prior to, or in conjunction with, Tank-Eze. As part of its test marketing, we sold the Liquid Tank-Eze product in a four ounce (4 oz.) concentrated size through our online channels. We intend to increase our marketing of Liquid Tank-Eze with a wider and more official launch in the near future. We also intend to sell a line of eco-friendly certified green cleaning solutions, including but not limited to, a multi-surface cleaner and a glass cleaner.

Critical Accounting Policies, Estimates, and Judgments

Our unaudited ~~condensed~~ consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, 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. We continually evaluate our estimates and judgments, our commitments to strategic alliance partners and the timing of the achievement of collaboration milestones. We base our estimates and judgments on historical experience and other factors that we believe to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known. Besides the estimates identified above that are considered critical, we make many other accounting estimates in preparing our financial statements and related disclosures. All estimates, whether or not deemed critical, affect reported amounts of assets, liabilities, revenues and expenses, as well as disclosures of contingent assets and liabilities. These estimates and judgments are also based on historical experience and other factors that are believed to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known, even for estimates and judgments that are not deemed critical.

Results of Operations

Three Months Ended ~~February~~August 2831, 2017 Compared to the Three Months Ended ~~February~~August 2931, 2016

The following table presents Eco-Logical’s results of operations for the periods indicated and as a percentage of total revenue. Historical results are not necessarily indicative of results for future periods.

	Three-Month Period Ended
	February 28, 2017*						February 29, 2016*
	$			% of Revenue			$			% of Revenue
Revenue:	$	4,836					$	6,127
Cost of sales:		(954	)		(19.73	)%		(1,898	)		(30.98	)%
Gross profit		3,882			80.27	%		4,229			69.02	%
Operating expenses:
General and administrative		53,879			1,114.12	%		16,006			261.24	%
Professional fees		102,714			2,123.95	%		91,331			1,490.63	%
Total Expenses		156,593			3,238.07	%		107,337			1,751.87	%
Net loss before other expenses:		(152,711	)		(3,157.80	)%		(103,108	)		(1,682.85	)%
Other expenses:
Interest expense		(96,872	)		(2,003.14	)%		(5,623	)		(91.77	)%
Gain on derivative liabilities		(32,743	)		(677.07	)%		-			-
Net loss	$	(282,326	)		(5,838.01	)%	$	(108,731	)		(1,774.62	)%

*Amounts may not sum due to rounding.

The following tables present our revenue and operating expenses for the periods indicated.

Revenue

		Three-Month Period Ended
		February 28, 2017		February 29, 2016	% Change
Revenue	$	4,836	$	6,127	(21.07	)%

Our Revenue decreased 21.07% for the three months ended February 28, 2017 as compared to the three months ended February 29, 2016. The decrease is attributed to a stocking order in the previous period.

Costs and Expenses

Costs of Sales

	Three-Month Period Ended
	February 28, 2017		February 29, 2016		% Change
Costs of Sales	$	954	$	1,898		(49.74	)%

Our Costs of Sales decreased (49.74)% for the three months ended February 28, 2017 as compared to the three months ended February 29, 2016. The decrease is attributed to stocking order in previous period.

Operating Expenses

	Three-Month Period Ended
	February 28, 2017		February 29, 2016		% Change
Operating Expenses	$	156,593	$	107,337		45.89	%

Our Operating Expenses increased 45.89% for the three months ended February 28, 2017 as compared to the three months ended February 29, 2016. The increase is the result of an increase in Management Fees as well as several significant increases in administrative costs.

Interest Expense

	Three-Month Period Ended
	February 28, 2017		February 29, 2016		% Change
Interest Expense	$	96,872	$	5,623		1,622.78	%

Our Interest Expense increased 1,622.78% for the three months ended February 28, 2017 as compared to the three months ended February 29, 2016. The increase is attributable to the sale of additional promissory notes to finance operations, some of which included debt discounts which are amortized to interest expense each period.

Nine months Ended February 28, 2017 Compared to the Nine months Ended February 29, 2016

The following table presents the Company’s results of operations for the periods indicated and as a percentage of total revenue. Historical results are not necessarily indicative of results for future periods.

	Nine-month Period Ended
	Three-Month Period Ended
	February 28, 2017*						February 29, 2016*
	August 31, 2017						August 31, 2016
	$			% of Revenue			$			% of Revenue
Revenue:	$	1417,~~223~~278					$	123,~~864~~472
Cost of sales:		(711,~~650~~835	)		~~(53~~68.7950	)%		(51,~~843~~774	)		~~(45~~51.4209	)%
Gross profit		65,~~573~~443			4631.2150	%		71,~~021~~698			5448.5891	%
Operating expenses:
General and administrative		~~348~~113,~~546~~357			~~2,450~~656.5808	%		~~100~~15,~~751~~462			~~783~~445.2033	%
Professional fees		360,870			2,537.23	%		267,527			2,079.66	%
Research & Development		5,654			32.72	%		-
Total Expenses		709,416			49,878.81	%		368,278			2,862.86	%
Professional fees		117,119			677.85	%		125,636			3,618.55	%
Net loss before other expenses:		(702,843	)		(4,941.59	)%		(361,257	)		(2,808.28	)%
Total Expenses		236,130			1,366.65	%		141,098			4,063.88	%
Other expenses:
Net loss before other expenses:		(230,687	)		1,335.15	%		(139,400	)		4,014.98	%
Interest expense		(254,692	)		(1,790.71	)%		(16,084	)		(125.03	)%
Other income (expenses):
Loss on derivative liabilities		(82,135	)		(577.48	)%		-			-
Interest expense		(307,521	)		1,779.84	%		(37,795	)		1,088.57	%
Net loss	$	(1,039,670	)		(7,309.78	)%	$	(377,341	)		(2,933.31	)%
Loss on settlement of debt		(5,913	)		34.22	%		-
Change in fair value of derivative liabilities		(358,427	)		2,074.47	%		(84,889	)		2,444.96	%
Net loss	$	(902,548	)		5,223.68	%	$	(262,084	)		7,548.50	%

* Amounts may not sum due to rounding.

The following tables present our revenue and operating expenses for the periods indicated.

Revenue

Nine-month Period Ended

Three-Month Period Ended

February 28, 2017

February 29, 2016

% Change

August 31, 2017

August 31, 2016

% Change

Revenue

1417,~~223~~278

123,~~864~~472

10(397.5664

~~Our Revenue increased 10.56% for the nine months ended February 28, 2017 as compared to the nine months ended February 29, 2016. The increase is attributed to repeat sales from existing customers.~~6

9Our revenue increased by $13,806, or 397.64%, for the three months ended August 31, 2017 as compared to the three months ended August 31, 2016. The increase is attributed to increased marketing efforts.

Costs and Expenses

Costs of Sales

	Nine-month Period Ended
	Three-Month Period Ended
	February 28, 2017		February 29, 2016		% Change
	August 31, 2017		August 31, 2016		% Change
Costs of Sales	$	7,650	$	5,843		30.93	%
Cost of Sales	$	11,835	$	1,774		567.14	%

Our ~~Costs~~ costs of ~~Sales~~sales increased 30$10,061, or 567.9314%, for the ~~nine~~three months ended ~~February~~August 2831, 2017 as compared to the ~~nine~~three months ended ~~February~~August 2931, 2016. The increase is mainly due to an increase in sales ~~volume through E-commerce which carries additional shipping and merchant fees~~.

Operating Expenses

Nine-month Period Ended

Three-Month Period Ended

February 28, 2017

February 29, 2016

% Change

August 31, 2017

August 31, 2016

% Change

Operating Expenses

~~709~~236,~~416~~130

~~368~~141,~~278~~098

9267.6335

Our ~~Operating~~ ~~Expenses~~operating expenses increased 92495,032, or 67.6335%, for the ~~nine~~three months ended ~~February~~August 2831, 2017 as compared to the ~~nine~~three months ended ~~February 29~~August 31, 2016. The increase is ~~attributable to an increase in Management and Professional Fees consisting of legal, accounting and~~mainly ~~consulting fees as well as administrative costs. These increases are attributable to a Rent agreement that was entered into during~~ the ~~period.~~result ~~There~~of ~~was~~ an increase in ~~Accounting~~related &party ~~Legal~~management fees ~~due to the increase in business activity~~.

~~Interest~~Other ~~Expense~~Income (Expenses)

	Nine-month Period Ended
	Three-Month Period Ended
	February 28, 2017		February 29, 2016		% Change
	August 31, 2017		August 31, 2016		% Change
Interest Expense	$	~~254~~307,~~692~~521	$	1637,~~084~~795		~~1,483~~713.5166	%
Loss on settlement of debt	$	5,913	$	-
Change in fair value of derivative liabilities	$	357,427	$	84,889		322.23	%

Our ~~Interest~~ ~~Expense~~interest expense increased 1$269,~~483~~726, or 713.5166%, for the ~~nine~~three months ended ~~February~~August 2831, 2017 as compared to the ~~nine~~three months ended ~~February 29~~August 31, 2016. The increase is attributable to the ~~sale~~issuance of additional promissory notes to finance operations, some of which included debt discounts which are amortized to interest expense each period.

10Our loss from change in fair value of derivative liabilities increased $272,538, or 322.23%, for the three months ended August 31, 2017 as compared to the three months ended August 31, 2016. The increase is mainly because the Company issued additional convertible notes payable that the related embedded conversion option qualifies for derivative accounting.

Financial Condition, Liquidity and Capital Resources

At ~~February~~August 2831, 2017, we had $1440,~~181~~557 in cash on hand and an accumulated deficit of $13,~~979~~465,~~720~~909, and had $1417,~~223~~278 in revenues for the ~~nine~~three-month period ended ~~February~~August 2831, 2017. InFor ~~their report for~~ the ~~fiscal~~three ~~year~~months ended ~~May~~August 31, ~~2016~~2017, ~~our~~we ~~auditors~~had ~~have~~net ~~expressed that~~cash ~~there~~used isin ~~substantial doubt as to our ability to continue as a going concern. We have incurred~~ operating ~~losses since our~~activities ~~formation~~of ~~and~~$151,567 ~~expect to incur losses~~ and ~~negative~~net ~~operating~~ cash ~~flows~~provided ~~for~~from ~~the~~financing ~~foreseeable~~activities ~~future~~of ~~and may never become profitable~~$188,767. We ~~also~~Our ~~expect~~auditors tohave ~~continue~~expressed ~~to incur significant operating and capital expenditures for the next several years and anticipate~~ that ~~our~~ ~~expenses~~there ~~will~~is ~~increase substantially in the foreseeable future. We also expect to experience negative cash flow for the foreseeable~~substantial ~~future~~doubt as weto ~~fund~~ our ~~operating~~ability ~~losses~~to ~~and~~continue ~~capital~~as ~~expenditures. As~~ a ~~result,~~going weconcern ~~will need to generate significant revenues~~ in ~~order~~ totheir ~~achieve~~report ~~and~~for ~~maintain profitability. We may not be able to generate these revenues or achieve profitability in~~ the ~~future. Our~~fiscal ~~failure~~year toended ~~achieve~~May or31, ~~maintain profitability could negatively impact the value of our Common Stock.~~2017,

ToSince ~~date~~inception, we have financed our operations primarily through the ~~sale~~sales of ~~Convertible~~notes ~~Promissory~~payable ~~Notes to Joel Falitz~~ and ~~other~~convertible ~~non-affiliated third~~notes ~~parties~~payable and the issuances ~~issuance~~ and ~~sale~~sales of equity securities for cash consideration. ~~During the nine-month period ending February 28, 2017, we have financed our operations by the following:~~

●We expect Onto ~~June~~incur 2,losses ~~2016,~~and ~~the~~negative ~~Company~~operating ~~sold~~cash aflows ~~Promissory~~for ~~Note~~the toforeseeable anfuture ~~unaffiliated~~and ~~lender~~may ~~for~~never ~~the~~become ~~aggregate~~profitable. ~~principal~~We ~~amount~~also ofexpect to ~~$7,500,~~continue ~~bearing~~to ~~interest~~incur atsignificant aoperating ~~rate~~and ofcapital 8%expenditures ~~per~~for ~~annum~~the next several years and ~~maturing~~anticipate onthat ~~the~~our ~~six-month~~expenses will ~~anniversary~~increase ofsubstantially in the ~~date~~foreseeable ~~of issuance~~future. ~~The~~We ~~Company~~also ~~may~~expect ~~prepay~~to experience negative cash flow for the ~~principal~~foreseeable ~~and~~future as ~~accrued~~we ~~interest~~fund atour ~~any~~operating ~~time~~losses ~~without~~and ~~penalty~~capital expenditures.

~~● Auctus Fund, LLC. On July 25, 2016, the Company closed on the issuance of~~ As a ~~Convertible Promissory Note~~result, ~~dated~~we ~~July~~will ~~19,~~need ~~2016~~to ~~(the~~generate ~~“Issue~~significant ~~Date”),~~revenues in ~~the~~order ~~original principal amount of $56,750 (the “Auctus Note”)~~ to ~~Auctus~~achieve ~~Fund, LLC, a Delaware limited liability company (“Auctus”), pursuant to which Auctus funded $50,000 to the Company after the deduction of $6,750 of diligence~~ and ~~legal~~maintain ~~fees~~profitability. ~~The~~We ~~Company~~may ~~sold~~not ~~the~~be ~~Auctus~~able ~~Note~~ to generate ~~Auctus~~these ~~pursuant~~revenues toor aachieve ~~Securities~~profitability ~~Purchase~~in ~~Agreement, dated as of July 19, 2016, between~~ the ~~Company and Auctus~~future. ~~The~~Our ~~Auctus~~failure ~~Note~~to ~~bears~~achieve ~~interest at the rate of 12% per annum and matures on April 19, 2017. Any amount of principal~~ or ~~interest~~maintain onprofitability ~~the~~could ~~Auctus~~negatively impact ~~Note which is not paid when due shall bear interest at~~ the ~~rate~~value of ~~twenty-four~~our ~~percent~~common ~~(24%) per annum from the due date thereof until the same is paid~~stock. The Company has the right to prepay the Auctus Note with a premium of up to 150% of all amounts owed to Auctus, depending upon when the prepayment is effectuated. The Auctus Note may not be prepaid after the 180th day after the Issue Date.

~~All~~We have ~~principal~~no ~~and~~agreements ~~accrued~~to ~~interest~~obtain onfunds ~~the~~through ~~Auctus~~bank ~~Note~~loans, islines ~~convertible~~of ~~into~~credit ~~shares~~or ofany ~~the~~other ~~Company’s~~traditional ~~common~~sources. ~~stock~~Since atwe ~~the~~have ~~election~~no offinancing committed, ~~Auctus~~our atinability ~~any~~to ~~time~~realize atfinancing ato ~~conversion~~maintain ~~price~~operations ~~equal~~and togrow ~~the~~our ~~lesser~~business ofwould ~~(i)~~materially arestrict ~~50%~~our ~~discount~~business operations. toPrevious convertible debt financing the ~~lowest~~Company ~~trading~~has ~~price~~accepted ofhave ~~the~~not ~~common~~been ~~stock~~on ~~during~~favorable ~~the~~terms 25and ~~trading~~has ~~days~~been ~~prior~~significantly dilutive to ~~the~~our ~~Auctus~~existing ~~Note~~common ~~being~~equity ~~issued~~ and ~~(ii)~~as a ~~50%~~result ~~discount to~~ the ~~lowest~~Company ~~trading~~executed ~~price~~a consolidation of ~~the~~its common stock ~~during~~on ~~the~~May ~~25-trading~~19, ~~day~~2017 to ~~period~~attract ~~prior~~financing toand ~~conversion~~maintain ~~(the~~is ~~“Conversion Price”)~~business. IfFuture ~~the~~financing ~~Company~~may ~~fails~~not tobe ~~maintain~~available ~~its~~upon ~~status~~acceptable asterms, ~~“DTC~~or ~~Eligible”~~at ~~for~~all. ~~any~~Should we ~~reason,~~be ~~or,~~successful ifin ~~the~~securing ~~Conversion~~future ~~Price~~financing isnew ~~less~~issuances ~~than~~of ~~$0.001,~~equity ~~the~~or ~~principal~~convertible ~~amount~~debt ofwould ~~the~~dilute ~~Auctus~~our ~~Note~~current ~~shall~~shareholders, possibly ~~increase~~significantly, bymight ~~$15,000~~require ~~and~~a ~~the~~significant ~~Conversion~~increase ~~Price~~to ~~shall~~our beauthorized ~~redefined~~stock toand ~~mean~~might ~~forty~~have ~~percent~~rights, ~~(40%).~~preferences ~~The~~or ~~Auctus~~privileges senior ~~Note~~to ~~contains~~our ~~default~~common ~~events~~or ~~which,~~preferred ifstock. ~~triggered~~If ~~and~~financing is not ~~timely~~available ~~cured~~to us on favorable terms, ~~will~~such ~~result~~severe inlimitation ~~default~~might cause ~~interest~~us ~~and~~to ~~penalties.~~consider ~~The~~another ~~Auctus~~consolidation ~~Notes~~of ~~provides~~existing ~~for~~common ~~“piggyback”~~equity ~~registration~~at ~~rights~~any ~~for~~time ~~shares~~as ~~issuable~~a ~~upon~~means ~~the~~to ~~conversion~~attract offinancing ~~the~~and ~~Auctus~~maintain our ~~Note~~business.

● ADAR Bays, LLC. On July 21, 2016, the Company closed a Securities Purchase Agreement (“ADAR SPA”) with ADAR Bays, LLC, a Florida limited liability company (“ADAR”), providing for the purchase of two Convertible Redeemable Notes in the aggregate principal amount of $121,000 (the “ADAR Notes”), with the first note being in the amount of $60,500 (“ADAR First Note”) and the second note being in the amount of $60,500 (“ADAR Back End Note”), each with a 10% original issue discount (“OID”). ADAR First Note was funded, with the Company receiving $55,000, net of the 10% OID. With respect to ADAR Back End Note, also with a 10% OID, ADAR issued a note to the Company in the amount of $55,000 to offset ADAR Back End Note, secured by ADAR Back End Note (“Secured Note”). The funding of ADAR Back End Note is subject to certain conditions as described in ADAR Back End Note. Subsequent to February 28, 2017, the second Convertible Redeemable Note was funded. ADAR is required to pay the principal amount of the Secured Note in cash and in full prior to executing any conversions under ADAR Back End Note.7

The ADAR Notes may be converted by ADAR at any time into shares of Company’s common stock calculated at the time of conversion, except for ADAR Back End Note, which requires full payment of the Secured Note by ADAR before conversions may be made, at a conversion price equal to 50% of the average of the three lowest trading prices of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future (“Exchange”), for the twenty (20) prior trading days including the day upon which a Notice of Conversion is received by the Company. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 40% instead of 50% while that “Chill” is in effect. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company. The ADAR Notes bear an interest rate of 12%, and are due and payable on July 19, 2017. Interest shall be paid by the Company in Common Stock (“Interest Shares”). Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice. The Secured Note bears interest at the rate of 12% per annum is payable no later than April 19, 2017, unless the Company does not meet the “current information requirements” required under Rule 144 of the Securities Act, in which case ADAR may declare the ADAR Back End Note to be in Default (as defined in that note) and cross cancel its payment obligations under the Secured Note as well as the Company’s payment obligations under ADAR Back End Note. During the first six months, the ADAR First Note is in effect, the Company may redeem the ADAR First Note by paying to an amount equal to 140% of the face amount plus any accrued interest. The ADAR First Note may not be prepaid after the six-month anniversary. The ADAR Back End Note may not be prepaid, except that if the ADAR First Note is redeemed by the Company within 6 months of the issuance date of the ADAR First Note, all obligations of the Company under the ADAR Back End Note and all obligations of ADAR under the Secured Note will be automatically be deemed satisfied and such notes will be automatically be deemed cancelled and of no further force or effect. The ADAR SPA and ADAR Notes contain certain representations, warranties, covenants and events of default including if the Company is delinquent in its periodic report filings with the Securities and Exchange Commission, and increases in the amount of the principal and interest rates under the Notes in the event of such defaults. In the event of default, at the option of ADAR and in ADAR’s sole discretion, ADAR may consider the Notes immediately due and payable.

● On August 25, 2016, the Company entered into a Convertible Promissory Note Agreement for $10,000 with a third party unaffiliated lender. The Note bears interest at 8% per annum, and the principal amount and any interest thereon are due one year following the borrowing date. Pursuant to the agreement, the Note is convertible into shares of common stock at a conversion price to be mutually finalized between the Company and the holder of the Convertible Promissory Note within 48 hours of the conversion request. ● At May 31, 2016, the Company owed a company controlled by the President of the Company $1,016 for advances previously provided to the Company. On August 25, 2016, the Company borrowed an additional $1,238 from the company controlled by the President of the Company. During the nine months ended February 28, 2017, the Company repaid a total of $2,200 towards the advances payable. At February 28, 2017, the Company owed the President of the Company $54, which is unsecured, non-recourse and non-interest bearing. ● On November 1, 2016, the Company sold a Promissory Note to an unaffiliated lender for the aggregate principal amount of $12,500, bearing interest at a rate of 8% per annum and maturing the first-year anniversary of the date of issuance. The Company may prepay the principal and accrued interest at any time without penalty.

● On January 13, 2017, the Company, through its wholly owned subsidiary, sold a Promissory Note to an unaffiliated lender for the aggregate principal amount of $7,500, bearing interest at a rate of 8% per annum and maturing the first-year anniversary of the date of issuance. The Company may prepay the principal and accrued interest at any time without penalty. ● On January 17, 2017, the Company sold a Promissory Note to an unaffiliated lender for the aggregate principal amount of $5,000, bearing interest at a rate of 8% per annum and maturing the first-year anniversary of the date of issuance. The Company may prepay the principal and accrued interest at any time without penalty. ● On January 18, 2017, the Company sold a Promissory Note to an unaffiliated lender for the aggregate principal amount of $5,000, bearing interest at a rate of 8% per annum and maturing the first-year anniversary of the date of issuance. The Company may prepay the principal and accrued interest at any time without penalty. ● On January 25, 2017, the Company, through its wholly owned subsidiary, sold a Promissory Note to an unaffiliated lender for the aggregate principal amount of $5,000, bearing interest at a rate of 8% per annum and maturing the first-year anniversary of the date of issuance. The Company may prepay the principal and accrued interest at any time without penalty.

● On January 31, 2017, the Company entered into a Securities Purchase Agreement, dated January 31, 2017 (the “Stock Purchase Agreement”), with Crown Bridge Partners, LLC, a New York limited liability agreement (“Crown Bridge” or the “Holder”). Pursuant to the Stock Purchase Agreement, Crown Bridge purchased a convertible promissory note in the principal sum of $120,000 (the “Principal Amount”) from the Company, bearing interest at the rate of eight percent (8%) per annum, at maturity or upon acceleration or otherwise, as set forth herein (the “Note”). The consideration to the Company for the Note is up to $102,000. (the “Consideration”). The principal sum under the Note shall be prorated upon the consideration actually paid by Crown Bridge, the applicable portion of the OID as well as the accrued interest. The Company is not required to repay any unfunded portion of the Note. The maturity date for each tranche of the Principal Amount funded is twelve (12) months from the effective date of each payment (each, a “Maturity Date”). Pursuant to the agreement, the Convertible Promissory Note is convertible into shares of common stock at any time at a conversion price equal to 50% of the lowest trading price of the common stock for the twenty-five prior trading days ending on the last complete trading day prior to the conversion date. If at any time while the note is outstanding the lowest trading price of the Company’s common stock is equal to or lower than $0.003, then an additional 10% discount shall be factored into the conversion price until the note is no longer outstanding. On January 31, 2017, the Holder paid $32,000 of the Consideration (the “First Tranche”), net of legal fees of $2,000. At the closing of the First Tranche, the outstanding principal amount under this Note was $40,000, consisting of the First Tranche plus the prorated portion of the OID (as defined herein). The Holder may pay, in its sole discretion, such additional amounts of the Consideration and at such dates as the Holder may choose in its sole discretion. ● On February 10, 2017, the Company sold a Convertible Promissory Note $59,500. The principal amount and any interest thereon are due on November 10, 2017. The Note bears interest at 8% per annum, increasing to 18% per annum if any principal or interest is not paid when due. The Note contains an original issue discount of $7,500, such that the purchase price of the $59,500 note is $52,000. The Note is convertible into shares of common stock at any time at a conversion price equal to 50% of the lowest trading price of the common stock for the twenty-five prior trading days to the date of the conversion notice. If at any time while the note is outstanding the lowest trading price of the Company’s common stock is equal to or lower than $0.003, then an additional 10% discount shall be factored into the conversion price until the note is no longer outstanding. Additionally, if at any time while the note is outstanding, the lowest trading price of the Company’s common stock is equal to or lower than $0.001, then an additional $10,000 shall immediately be added to the balance of the note. The Company incurred financing costs of $7,000 and an original issue discount of $7,500, which have been recorded as a discount. ● On February 21, 2017, the Company, through its wholly owned subsidiary, sold a Promissory Note to an unaffiliated lender for the aggregate principal amount of $5,750, bearing interest at a rate of 8% per annum and maturing the first-year anniversary of the date of issuance. The Company may prepay the principal and accrued interest at any time without penalty.

Working Capital

~~Since the Company’s inception, we have incurred recurring net losses and negative cash flows from operations.~~ As of ~~February~~August 2831, 2017, we had a working capital deficit of $12,~~376~~409,~~781~~127, an accumulated deficit of $13,~~979~~465,~~720~~909 and a stockholders’ deficit of $12,~~376~~409,~~781~~127 and there is substantial doubt that we can continue as a going concern.

At ~~February~~August 2831, 2017, the Company was indebted to the President of the Company and a company controlled by the President of the Company for $7997,~~361~~765. The amount is unsecured, non-interest bearing and due on demand.

At ~~February~~August 2831, 2017, the Company was indebted to the Chief Operating Officer of the Company for $107,~~500~~000. The amount is unsecured, non-interest bearing and due on demand.

We do not believe our cash resources are sufficient to implement our current business plan, support operations and meet current obligations for the next 12 months. We expect that our working capital requirements will be funded over this period by a combination of revenue, ~~shareholder~~issuances ~~debt~~of orpromissory ~~equity~~notes or private equity placements of our securities, ~~convertible debt notes~~ and, if necessary, shareholder loans. Our ~~business~~ business plan does anticipate increases in operating expenses and capital expenditures over the next twelve months in relation to: (i) product development; (ii) research and development to enhance existing products and innovate new ones (iii) employee salaries & professional fees; and (iv) marketing expenses. The company expects to continue to realize cash flow from financing activities until such time as it can increase revenue to the point at which it can maintain operations and fund business growth.

We plan to raise additional capital to finance our operations. There can be no assurance that financing will be available when required in sufficient amounts, on acceptable terms or at all. In the event that the necessary additional financing is not obtained, we may be required to reduce our discretionary overhead costs substantially, including research and development, general and administrative and sales and marketing expenses or otherwise curtail operations.

Despite our expectation, we have no agreements to obtain funds through bank loans, lines of credit or any other traditional sources. Since we have no financing committed, our inability to realize financing to maintain operations and grow our business would materially restrict our business operations. Previous convertible debt financing the Company has accepted have not been on favorable terms and has been significantly dilutive to our existing common equity. Future financing may not be available upon acceptable terms, or at all. Should we be successful in securing future financing new issuances of equity or convertible debt would dilute our current shareholders, possibly significantly and might have rights, preferences or privileges senior to our common or preferred stock. If financing is not available to us on favorable terms, such severe limitation might cause us to consider a consolidation of existing common equity at any time as a means to attract financing and maintain our business.8

Cash and Cash Equivalents

The following table summarizes the sources and uses of cash for the periods stated. The Company held no cash equivalents for any of the periods presented.

	For the Nine-Months Ended
	For the Three Months Ended
	February 28, 2017			February 29, 2016
	August 31, 2017			August 31, 2016
Cash, beginning of period	$	43,~~220~~357		$	~~381~~4,220
Net cash used in operating activities		(~~234~~151,~~036~~567	)		(7183,~~270~~097	)
Net cash provided by investing activities		-			-
Net cash provided by financing activities		~~243~~188,~~997~~767			7288,~~659~~312
Cash, end of period	$	1440,~~181~~557		$	19,~~770~~435

Off-Balance Sheet Operations

The Company does not have any off-balance sheet transactions.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

N/A

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

In accordance with Exchange Act Rules 13a-15 and 15d-15, our management is required to perform an evaluation under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period.

Based upon that evaluation, our management has concluded that, as of ~~February~~August 2831, 2017, our disclosure controls and procedures ~~were~~ were not effective.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended ~~February~~August 2831, 2017 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

N/A

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

~~● On December 13, 2016, the Company issued 3,946,400 shares~~ Issuances of ~~common stock pursuant to the conversion of $3,946 of~~ convertible notes payable (Note 6(i)), in which the notice of conversion was received on October 26, 2016. ● On December 20, 2016, the Company issued 5,000,000 shares of common stock pursuant to the conversion of $5,000 of convertible notes payable (Note 6(d)), in which the notice of conversion was received on December 12, 2016. ● On December 27, 2016, the Company issued 10,000,000 shares of common stock pursuant to the conversion of $10,000 of convertible notes payable (Note 6(i)), in which the notice of conversion was received on December 13, 2016. ● On January 9, 2016, the Company issued 4,000,000 shares of common stock pursuant to the conversion of $4,000 of convertible notes payable (Note 6(d)), in which the notice of conversion was received on December 23, 2016. ● On January 9, 2017, the Company issued 8,000,000 shares of common stock pursuant to the conversion of $8,000 of convertible notes payable (Note 6(i)), in which the notice of conversion was received on January 3, 2017.

15On June 2, 2017, the Company sold a Promissory Note to an unaffiliated lender for the aggregate principal amount of $25,000, bearing interest at a rate of 8% per annum and maturing the first year anniversary of the date of issuance. The Company may prepay the principal and accrued interest at any time without penalty. Pursuant to the agreement, the note is convertible into shares of common stock at a conversion price to be mutually finalized within 48 hours of the conversion request.

● On July ~~January 11~~3, 2017, the Company ~~issued~~sold ~~8,000,000~~a ~~shares~~Promissory ofNote ~~common stock pursuant~~ to ~~the~~an ~~conversion~~unaffiliated oflender ~~$8,000~~for ~~of convertible notes payable (Note 6(i)), in which~~ the ~~notice~~aggregate ofprincipal ~~conversion~~amount ~~was received on January 3, 2017. ● On January 25, 2017, the Company issued 4,000,000 shares~~ of ~~common stock pursuant to the conversion of~~ $57,~~000 of convertible notes payable (Note 6(d))~~500, inbearing interest ~~which~~at ~~the~~a ~~notice~~rate of ~~conversion~~8% ~~was~~per ~~received~~annum onand ~~January~~maturing ~~3, 2017. ● On February 7, 2017,~~ the ~~Company~~first ~~issued~~year ~~2,142,857~~anniversary ~~shares~~ of ~~common stock pursuant to~~ the ~~conversion~~date of ~~$5,000 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on February 6, 2017~~issuance. ●The ~~On February 10, 2017, the~~ Company ~~issued~~may ~~9,300,000~~prepay ~~shares of common stock pursuant to~~ the principal ~~conversion of $9,363 of convertible notes payable~~ and ~~$3,657 of~~ accrued interest ~~(Note~~at ~~6(h)),~~any intime ~~which~~without ~~the notice of conversion was received on February 3, 2017~~penalty. ●Pursuant ~~On February 13, 2017, the Company issued 2,571,429 shares of common stock pursuant~~ to the ~~conversion of $6~~agreement,~~000~~ ~~of convertible notes payable (Note 6(g)), in which~~ the ~~notice~~note ofis ~~conversion was received on February 9, 2017. ● On February 15, 2017, the Company issued 9,000,000 shares of common stock pursuant to the conversion of $9,000 of~~ convertible ~~notes~~into ~~payable (Note 6(i)), in which the notice of conversion was received on February 3, 2017. ● On February 17, 2017, the Company issued 7,000,000~~ shares of common stock ~~pursuant~~at toa ~~the~~ conversion ofprice $7,000 of convertible notes payable (Note 6(i)), in which the notice of conversion was received on February 7, 2017. ● On February 22, 2017, the Company issued 4,329,897 shares of common stock pursuant to ~~the~~be ~~conversion~~mutually offinalized ~~$7,000~~within of48 ~~convertible~~hours ~~notes payable (Note 6(g)), in which the notice~~ of ~~conversion was received on February 16, 2017. ● On February 22, 2017,~~ the ~~Company issued 10,400,000 shares of common stock pursuant to the~~ conversion ~~of $9,246 of convertible notes payable and $218 of accrued interest (Note 6(h)), in which the notice of conversion was received on February 17, 2017~~request. ● On February 23, 2017, the Company issued 7,912,088 shares of common stock pursuant to the conversion of $12,000 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on February 22, 2017.

●On August ~~Crown~~22, ~~Bridge~~2017, ~~Partners~~the Company sold a Promissory Note to an unaffiliated lender for the aggregate principal amount of $5,000, ~~LLC~~bearing interest at a rate of 8% per annum and maturing the first year anniversary of the date of issuance. The Company may prepay the principal and accrued interest at any time without penalty. Pursuant to the agreement, the note is convertible into shares of common stock at a conversion price to be mutually finalized within 48 hours of the conversion request.

~~Stock~~On ~~Purchase~~August ~~Agreement~~31, ~~Registration~~2017, ~~Rights~~the ~~Agreement~~Company ~~and~~sold a Promissory Note to an unaffiliated lender for the aggregate principal amount of $10,000, bearing interest at a rate of 8% ~~Convertible~~per ~~Promissory~~annum ~~Note~~and maturing the first year anniversary of the date of issuance. The Company may prepay the principal and accrued interest at any time without penalty. Pursuant to the agreement, the note is convertible into shares of common stock at a conversion price to be mutually finalized within 48 hours of the conversion request.

On ~~January~~July 3126, 2017, the Company entered ~~into~~ a Securities Purchase Agreement, ~~dated~~whereby ~~January~~the ~~31,~~Company ~~2017~~agreed ~~(the~~to ~~“Stock~~issue ~~Purchase~~three Convertible Redeemable ~~Agreement”),~~Back ~~with~~End ~~Crown~~Notes ~~Bridge~~for ~~Partners,~~an ~~LLC~~aggregate of $87,450. aThe ~~New~~principal ~~York~~amount ~~limited~~and ~~liability~~any ~~agreement~~interest ~~(“Crown~~thereon ~~Bridge”~~are ordue ~~the “Holder”)~~on July 26, 2018. ~~Pursuant~~The tonotes bear ~~the~~interest ~~Stock~~at ~~Purchase~~12% ~~Agreement,~~per ~~Crown~~annum ~~Bridge~~and ~~purchased~~contain a ~~convertible~~10% ~~promissory~~original ~~note~~issue indiscount, such that the ~~principal sum~~purchase price of each note is $~~120~~26,~~000~~500. On ~~(the~~July ~~“Principal~~26, ~~Amount”)~~2017, ~~from~~in consideration for the ~~Company~~first note, ~~bearing~~the ~~interest~~Company atreceived ~~the~~cash ~~rate~~proceeds of ~~eight~~$25,000. ~~percent~~The ~~(8%)~~proceeds ~~per~~for the two ~~annum,~~remaining atnotes ~~maturity~~will orbe ~~upon~~funded ~~acceleration~~on orApril ~~otherwise~~26, as2018 ~~set~~and ~~forth~~May ~~herein~~26, ~~(the “Note”)~~2018. The ~~consideration~~closing toof the ~~Company~~two remaining notes shall be contingent ~~for~~on the ~~Note~~following iscondition: up(i) tothe Company must maintain a bid of $~~102~~0.001 per share over 5 consecutive trading days. Pursuant to the agreements,~~000~~ (the ~~“Consideration”).~~notes ~~The~~are ~~principal~~convertible ~~sum~~into ~~under~~shares ~~the~~of ~~Note~~common ~~shall~~stock beat ~~prorated~~any ~~upon~~time at a conversion price equal to 50% of the ~~consideration~~average ~~actually~~of ~~paid~~the bythree ~~Crown~~lowest ~~Bridge,~~trading prices of the ~~applicable~~common ~~portion~~stock offor the ~~OID~~twenty asprior ~~well~~trading asdays including the ~~accrued~~day ~~interest.~~upon ~~The~~which a ~~Company~~notice of conversion is ~~not~~ ~~required~~received toby ~~repay~~the ~~any~~Company. ~~unfunded~~During ~~portion~~the offirst six months that the ~~Note.~~first ~~The~~note ~~maturity~~is ~~date~~in ~~for~~effect, ~~each~~the ~~tranche~~Company may redeem the first note at 140% of the ~~Principal~~par ~~Amount~~value ~~funded~~plus isaccrued ~~twelve (12)~~interest. ~~months~~The ~~from~~notes ~~the~~may ~~effective~~not ~~date~~be ofprepaid ~~each~~except ~~payment~~if ~~(each,~~the afirst ~~“Maturity~~note ~~Date”)~~is redeemed by the Company.

16Conversion of convertible notes payable

OnDuring ~~January~~June ~~31,~~through August 2017, the ~~Holder~~Company ~~paid~~issued ~~$32~~278,~~000~~959 ofshares ~~the Consideration (the “First Tranche”), net~~ of ~~legal~~common ~~fees~~stock ofpursuant ~~$2,000. As~~to the ~~closing~~conversion of ~~the First Tranche, the outstanding principal amount under this Note was~~ $4075,~~000,~~604 ~~consisting~~ of ~~the First Tranche~~convertible ~~plus~~notes ~~the prorated portion of the OID (as defined herein)~~payable. ~~The Holder may pay, in its sole discretion, such additional amounts of the Consideration and at such dates as the Holder may choose in its sole discretion.~~

~~Default Interest~~ 10

~~Any~~Conversion ~~amount~~ of ~~principal~~Series orA ~~interest~~Convertible onPreferred ~~the Note, which is not paid by the Maturity Date, shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”).~~Stock

~~Conversion~~In ~~Right~~July and August 2017, the Company issued 1,785,000 shares of common stock pursuant to the conversion of 89,250 shares of Series A Convertible Preferred Stock.

Crown Bridge shall have the right at any time to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the Note into shares of Common Stock of the Company at the Conversion Price (as defined below), provided, however, that in no event shall Crown Bridge be entitled to convert any portion of the Note would result in the beneficial ownership by Crown Bridge and its affiliates of more than 4.99% of the outstanding shares of Common Stock; provided, further, however, that the limitations on conversion may be waived by Crown Bridge.

Conversion Price

The Conversion Price of the Note shall be equal to the 50% (the “Variable Conversion Price”) of the lowest closing bid price (“Trading Price”) during the twenty-five (25) trading day period ending on the last complete trading day prior to the conversion date. If at any time while the Note is outstanding, the lowest Trading Price of the Company’s Common Stock is equal to or lower than $0.003, then an additional ten percent (10%) discount shall be factored into the Variable Conversion Price until the Note is no longer outstanding (resulting in a discount rate of 60% assuming no other adjustments are triggered hereunder). In the event that shares of the Company’s Common Stock are not deliverable via DWAC following the conversion of any amount hereunder, an additional ten percent (10%) discount shall be factored into the Variable Conversion Price until the Note is no longer outstanding (resulting in a discount rate of 60% assuming no other adjustments are triggered hereunder). If at any time while the Note is outstanding, the lowest Trading Price on the OTCQB or other applicable principal trading market for the Common Stock is equal to or lower than $0.001, then $10,000 shall immediately be added to the balance of the Note.

Each time, while the Note is outstanding, the Company enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has the right to convert monies owed to that 3rd party (or receive shares pursuant to a settlement or otherwise) at a discount to market greater than the Variable Conversion Price in effect at that time (prior to all other applicable adjustments in the Note), then the Variable Conversion Price shall be automatically adjusted to such greater discount percentage (prior to all applicable adjustments in the Note) until the Note is no longer outstanding. Each time, while the Note is outstanding, the Company enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has a look back period greater than the look back period in effect under the Note at that time (a twenty five (25) Trading Day look back period, then Crown Bridge’s look back period shall automatically be adjusted to such greater number of days until the Note is no longer outstanding. The Company shall give written notice to Crown Bridge, with the adjusted Variable Conversion Price and/or adjusted look back period (each adjustment that is applicable due to the triggering event), within one (1) business day of an event that requires any adjustment described in the two immediately preceding sentences. Crown Bridge shall be entitled to deduct $500 from the conversion amount in each Notice of Conversion to cover Crown Bridge’s deposit fees associated with each Notice of Conversion.

Prepayment

The Company may prepay any amount outstanding under each respective tranche of the Note, during the initial 180-day period after Crown Bridge’s funding of the respective tranche, by making a payment to Crown Bridge of an amount in cash equal to 150% multiplied the amount that the Company is prepaying, subject to Crown Bridge’s prior written acceptance in Crown Bridge’s sole discretion. The Company may not prepay any amount outstanding under each respective tranche of the Note after the 180th day after Crown Bridge’s funding of the respective tranche.

Registration Rights Agreement

In connection with the Stock Purchase Agreement, the Company entered into Registration Rights Agreement, dated January 31, 2017 (the “Registration Rights Agreement”) with Crown Bridge. Pursuant to the Registration Rights Agreement, the Company agreed that in the event that the Company files a Registration Statement or Registration Statements (as is necessary) on Form S-1 (or, if such form is unavailable for such a registration, on such other form as is available for such registration), at any time on or after the issuance date of the Note, then such Registration Statement shall cover the resale by the Crown Bridge of all Registrable Securities (the “Registration Amount”), and such Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar transactions.

Notwithstanding the registration obligations above, if the staff of the SEC (the “Staff”) or the SEC informs the Company that all of the unregistered Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single Registration Statement, the Company agrees to promptly (i) inform Crown Bridge of such fact and use its commercially reasonable efforts to file amendments to the Registration Statement as required by the SEC and/or (ii) withdraw the Registration Statement and file a new registration statement (the “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 to register for resale the Registrable Securities as a secondary offering. If the Company amends the Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the Staff or SEC, one or more registration statements on Form S-1 to register for resale those Registrable Securities that were not registered for resale on the Registration Statement, as amended, or the New Registration Statement (each, an “Additional Registration Statement”). Additionally, the Company shall have the ability to file one or more New Registration Statements to cover the Registrable Securities once the shares under the initial Registration Statement referenced above have been sold.

● JSJ Investments Inc.

On February 10, 2017, the Company sold a Convertible Promissory Note $59,500. The principal amount and any interest thereon are due on November 10, 2017. The Note bears interest at 8% per annum, increasing to 18% per annum if any principal or interest is not paid when due. The Note contains an original issue discount of $7,500, such that the purchase price of the $59,500 note is $52,000. The Note is convertible into shares of common stock at any time at a conversion price equal to 50% of the lowest trading price of the common stock for the twenty-five prior trading days to the date of the conversion notice. If at any time while the note is outstanding the lowest trading price of the Company’s common stock is equal to or lower than $0.003, then an additional 10% discount shall be factored into the conversion price until the note is no longer outstanding. Additionally, if at any time while the note is outstanding, the lowest trading price of the Company’s common stock is equal to or lower than $0.001, then an additional $10,000 shall immediately be added to the balance of the note. The Company incurred financing costs of $7,000 and an original issue discount of $7,500, which have been recorded as a discount.

The Company issued the foregoing securities pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, available to the Company under Section 4(a)(2) promulgated thereunder due to the fact that such issuances did not involve a public offering of securities, the shares were issued to a small group of persons and no solicitation or advertisement was made in connection therewith.

Item 3. Defaults Upon Senior Securities

None.

Item 5. Other Information

Subsequent ~~Events~~ Event

~~On March 10, 2017, the Company filed~~ a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada thereby increasing the authorized number of shares of Common Stock from Five Hundred Million (500,000,000) toConversions ~~One Billion Nine Hundred Fifty Million (1,950,000,000) without changing the $0.0001 par value~~ of ~~the~~convertible ~~Common~~notes Stock. The Amendment went into effect on March 13, 2017. The Amendment was approved, on February 9, 2017 by written consent, by the Board of Directors of the Company and the holder of 100% of the outstanding shares of the Company’s outstanding Series B Preferred Stock having 80% majority voting control.payable

OnIn ~~March~~September 1,and October 2017, the Company ~~entered~~issued ~~into a Promissory Note for $15~~2,~~000~~469,740 ~~whereby~~shares ~~a vendor~~ of ~~the~~common ~~Company~~stock ~~agreed~~in toaggregate ~~convert~~pursuant ~~amounts owing for services~~ to athe ~~promissory~~conversion ~~note.~~of ~~The Promissory Note is unsecured~~$59,344 of ~~non~~convertible ~~interest-bearing~~notes ~~and due on demand~~payable.

On ~~March~~September 622, 2017, the Company ~~issued~~received 11a notice of conversion to issue 1,~~956~~539,~~400~~449 shares of common stock pursuant to the conversion of $319,~~886~~551 of convertible ~~notes payable~~note ~~(Note 6(h))~~payables, inthe ~~which~~shares have been approved to be issued by the ~~notice~~Board of ~~conversion~~Directors ~~was~~of ~~received~~the onCompany ~~March~~but have 2not been issued as of October 23, 2017.

On ~~March~~September 627, 2017, the Company ~~issued~~received 9a notice of conversion to issue 624,~~767,442~~102 shares of common stock pursuant to the conversion of $7,~~000~~926 of convertible ~~notes~~note ~~payable (Note 6(g))~~payables, inthe ~~which~~shares have been approved to be issued by the ~~notice~~Board of ~~conversion~~Directors ~~was~~of ~~received~~the onCompany ~~March~~but have 1not been issued as of October 23, 2017.

On ~~March~~September 728, 2017, ~~a lender of~~ the Company ~~assigned~~received a ~~$20,000~~notice ~~promissory~~of ~~note~~conversion ~~payable~~ to aissue ~~third-party~~306,189 ~~lender~~shares ~~(the~~of ~~“First~~common ~~Assignee”). On~~stock ~~March~~pursuant 8,to ~~2017,~~ the ~~First~~conversion of ~~Assignee assigned a~~ $73,~~000~~889 ~~portion~~ of ~~the~~convertible ~~$20,000 promissory~~ note ~~payable to another third-party lender (the “Second Assignee”) On March 20~~payables, ~~2017,~~ the ~~Company~~shares ~~entered~~have ~~into~~been aapproved ~~Debt~~to ~~Conversion~~be ~~Agreement~~issued ~~with~~by the ~~lender,~~Board ~~whereby $7,000~~ of ~~the~~Directors ~~loan principal and unpaid interest became convertible to common stock~~ of the Company. ~~The note bears interest at~~but ~~10%~~have ~~per~~not ~~annum.~~been ~~Pursuant~~issued toas ~~the~~of ~~Debt~~October ~~Conversion Agreement~~23, ~~the note is convertible into shares of common stock at a conversion price equal to $0~~2017.~~000275 per share.~~

~~On March~~b) 8,Issuances ~~2017, the Company issued 4,000,000 shares~~ of ~~common stock pursuant to the conversion of $5,000 of convertible~~ notes payable ~~(Note 6(d)), in which the notice of conversion was received on February 8, 2017.~~

On ~~March~~September 101, 2017, the Company ~~issued~~entered 9into a Promissory Note for $30,000~~,000~~ ~~shares~~with ofa ~~common~~vendor ~~stock~~to ~~pursuant~~convert amounts owing for services to a ~~the~~convertible ~~conversion~~promissory ofnote. ~~$9,000~~The ofnote is convertible ~~notes payable~~into ~~(Note~~shares ~~6(l)),~~of incommon ~~which~~or ~~the~~preferred ~~notice~~stock at a conversion price to be mutually finalized within 48 hours of the conversion ~~was~~request. ~~received~~The onPromissory ~~February~~Note 3is unsecured, ~~2017~~non interest-bearing and due on demand.

On ~~March~~September 1022, 2017, the Company ~~issued~~sold 13a Promissory Note to an unaffiliated lender for the aggregate principal amount of $15,~~621~~000,~~622~~ bearing ~~shares~~interest at a rate of ~~common~~8% ~~stock~~per ~~pursuant~~annum toand maturing the ~~conversion~~first year anniversary of ~~$8,400~~the date of ~~convertible~~issuance. ~~notes~~The Company may prepay ~~payable~~the ~~(Note~~principal ~~6(g)),~~and inaccrued ~~which~~interest at any time without penalty. Pursuant to the ~~notice~~agreement, the note is convertible into shares of common or preferred stock at a conversion ~~was~~price ~~received~~to onbe ~~March~~mutually 7,finalized ~~2017~~within 48 hours of the conversion request.

~~On March 13, 2017, the Company issued 11,500,000 shares of common stock pursuant to the conversion of $11,500 of convertible notes payable (Note 6(i~~c)), inOther ~~which the notice of conversion was received on February 23, 2017.~~Agreements

On ~~March~~September 1527, 2017, a lender of the Company ~~amended~~assigned a $45,000 note payable to a third-party lender. On September 28, 2017, the Company entered into a Debt Conversion Agreement with athe third-party lender, whereby $45,000 of the loan principal became convertible to common stock of the Company. ~~dated~~The ~~October~~note ~~12,~~bears ~~2016~~interest ~~amending~~at 8% per annum. Pursuant to the Debt Conversion Agreement, the note is ~~conversion~~convertible ~~price~~into ~~from~~shares ~~$0.001~~of ~~per~~common ~~share~~stock at a conversion price equal to $0.~~000275~~0127 per share.

On ~~March~~October 162, 2017, a lender of the Company ~~amended~~assigned $20,000 in promissory notes payable to a third-party lender. On October 3, 2017 the Company entered into a Debt Conversion Agreement with athe third-party lender, whereby $20,000 of the loan principal became convertible to common stock of the Company. ~~dated~~The ~~February~~note 3,bears ~~2017~~interest ~~amending~~at 8% per annum. Pursuant to the Debt Conversion Agreement, ~~conversion~~the ~~price~~note ~~from~~is ~~$0.001per~~convertible ~~share~~into shares of common stock at a conversion price equal to $0.~~000275~~0127 per share.

On ~~March~~ October 16, 2017, the Company entered ~~issued~~into 14an amendment to Convertible Promissory Notes with a lender concerning one (1) Front End Note dated March 30 2017,~~350~~ eight (8) Back End Notes dated March 30,~~000~~ ~~shares~~2017 ofand ~~common~~three ~~stock~~(3) ~~pursuant~~Back End Notes dated July 26, 2017. Pursuant to the amendment, the conversion price was amended to 50% of ~~$3,946~~the lowest trading price of ~~convertible~~the ~~notes~~Company’s Common Stock for the twenty prior trading ~~payable~~days ~~(Note~~including ~~6(h)),~~the inday upon which ~~the~~a notice of ~~conversion~~Conversion ~~was~~is received onby ~~March~~the ~~13, 2017~~Company.

On March 16, 2017, the Company issued 14,916,201 shares of common stock pursuant to the conversion of $8,900 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 15, 2017.11

On March 16, 2017, the second ADAR Bays Convertible Redeemable Note was funded.

On March 16, 2017, the Company sold a Promissory Note to an unaffiliated lender for the aggregate principal amount of $14,000, bearing interest at a rate of 8% per annum and maturing the first year anniversary of the date of issuance. The Company may prepay the principal and accrued interest at any time without penalty.

On March 17, 2017, the Company issued 13,994,118 shares of common stock pursuant to the conversion of $5,200 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 16, 2017.

On March 22, 2017, the Company issued 10,058,824 shares of common stock pursuant to the conversion of $5,700 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 17, 2017.

On March 22, 2017, the Company issued 17,100,000 shares of common stock pursuant to the conversion of $9,690 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 20, 2017.

On March 22, 2017, the Company issued 17,082,353 shares of common stock pursuant to the conversion of $9,680 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 21, 2017.

On March 27, 2017, the Company issued 4,733,824 shares of common stock pursuant to the conversion of $1,000 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 22, 2017.

On March 28, 2017, the Company issued 19,309,412 shares of common stock pursuant to the conversion of $10,942 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 23, 2017.

On March 28, 2017, the Company issued 19,235,294 shares of common stock pursuant to the conversion of $10,900 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 27, 2017.

On March 28, 2017, the Company issued 17,000,000 shares of common stock pursuant to the conversion of $4,675 of convertible notes payable (Note 6(i)), in which the notice of conversion was received on March 17, 2017.

On March 28, 2017, the Company issued 19,300,000 shares of common stock pursuant to the conversion of $5,308 of convertible notes payable (Note 6(h)), in which the notice of conversion was received on March 24, 2017.

On March 30, 2017, the Company entered a Securities Purchase Agreement with a lender whereas the Company agreed to issue nine Convertible Redeemable Notes for an aggregate of $285,450. The principal amount of the Convertible Redeemable Notes and any interest thereon are due twelve months (March 30, 2018) following the Issuance Date of March 30, 2017. The Convertible Redeemable Notes bear interest at 12% per annum commencing on March 30, 2017 and contain a 10% original issue discount, such that the purchase price of the first note is $47,500 and the rest of the eight notes (or “Back End Notes”) is $26,500. On April 3, 2017, in consideration for the first Convertible Redeemable Note, the Company received cash proceeds of $45,000, net of $2,500 of legal fees. The proceeds for the Back End Notes will be funded one at a time in 30 day increments commencing April 30, 2017 through November 30, 2017. The Closing of each of the Back End Notes, shall be contingent on the following condition: (i) the Company must maintain a bid of $0.001 per share over 5 consecutive trading days.

Each of the eight remaining $29,150 Back End Notes shall initially be paid for by the issuance of an offsetting $26,500 collateralized secured note issued to the Company by the Buyer effective on March 30, 2017 (a “Buyer Note”), provided that prior to conversion of a particular Back End Note, the Buyer must have paid off that particular Buyer Note in cash such that the particular Back End Note may not be converted until it has been paid for in cash by Buyer. Each Buyer Note is secured by a cash deposit of $26,500 placed in escrow with the attorney of the lender. The first Buyer Note only is also collateralized by the first Convertible Redeemable Note.

During the first six months that the first Convertible Redeemable Note is in effect, the Company may redeem the first Convertible Redeemable Note at 140% of the par value plus accrued interest. The Back End Notes may not be prepaid, except if the first Convertible Redeemable Note is redeemed by the Company within 6 months of its issuance date then all obligations of the Company under the Back End Note and all obligations of the Lender under the Buyer note will be deemed satisfied and cancelled.

On April 4, 2017, a lender of the Company assigned a $7,000 promissory note payable to a third-party lender. On April 5, 2017, the Company entered into a Debt Conversion Agreement with the lender, whereby $7,000 of the loan principal became convertible to common stock of the Company. The Note is non interest-bearing. Pursuant to the Debt Conversion Agreement, the Note is convertible into shares of common stock at a conversion price equal to $0.000275 per share.

On April 4, 2017, the Company issued 23,250,000 shares of common stock pursuant to the conversion of $6,394 of convertible notes payable (Note 6(h)), in which the notice of conversion was received on March 31, 2017.

On April 4, 2017, the Company issued 22,214,118 shares of common stock pursuant to the conversion of $12,588 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on March 30, 2017.

On April 5, 2017, the Company issued 2,033,471 shares of common stock pursuant to the conversion of $1,000 of convertible notes payable (Note 6(g)), in which the notice of conversion was received on April 3, 2017.

On April 6, 2017, the Company issued 17,000,000 shares of common stock pursuant to the conversion of $4,675 of convertible notes payable (Note 6(l)), in which the notice of conversion was received on March 17, 2017.

On March 20, 2017, the Company received a notice of conversion pursuant to the conversion of $4,675 of convertible note payables (Note 12(c)), the shares have not been issued as of April 13, 2017.

On April 5, 2017, the Company received a notice of conversion pursuant to the conversion of $7,000 of convertible note payables (Note 12(s)), the shares have not been issued as of April 13, 2017.

Item 6. Exhibits

Index to Exhibits

Exhibit No.		Description:
3.1*		Certificate of Amendment, effective March 13, 2017, to the Articles of Incorporation of Ecosciences, Inc.
10.1		Securities Purchase Agreement, dated January 31, 2017, between Ecosciences Inc. and Crown Bridge Partners LLC (Filed as an exhibit to the Registrant’s Form 10-Q for the fiscal quarter ended February 29, 2017 and incorporated by reference herein)
10.2		8% Convertible Promissory Note, dated January 31, 2017, between Ecosciences Inc. and Crown Bridge Partners LLC (Filed as an exhibit to the Registrant’s Form 10-Q for the fiscal quarter ended February 29, 2017 and incorporated by reference herein)
10.3		Registration Rights Agreement, dated January 31, 2017, between Ecosciences, Inc. and Crown Bridge Partners, LLC (Filed as an exhibit to the Registrant’s Form 10-Q for the fiscal quarter ended February 29, 2017 and incorporated by reference herein)
31.1*		Rule 13(a)-14(a)/15(d)-14(a) Certification
32.1*		Section 1350 Certification
101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Extension Schema Document
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**		XBRL Taxonomy Extension Labels Linkbase Document
101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

101.SCH**		XBRL Taxonomy Extension Schema Document
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**		XBRL Taxonomy Extension Labels Linkbase Document
101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith
**	Furnished herewith. Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.

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SIGNATURES

Pursuant to the requirements 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.

Date: April 13, 2017	By:	/s/ JOEL FALITZ
Date: October 23, 2017	By:	/s/ JOEL FALITZ
	Name:	Joel Falitz
	Title:	President, Chief Executive Officer, Secretary and Treasurer
		(Principal Executive Officer)
		(Principal Financial and Accounting Officer)

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Filing Compare · ECOSCIENCES, INC.