UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 31, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to_____

Commission File Number: 333-166487

ECO SCIENCE SOLUTIONS, INC.

(Exact name of Company as specified in its charter)

Nevada

46-4199032

(State or other jurisdiction

of Incorporation)

(IRS Employer

Identification Number)

300 S. El Camino Real #206

San Clemente, CA 92672

(Address of principal executive offices)

(833) 464-3726

(Company’s Telephone Number)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Title of class

Common Stock, $0.0001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 ☒ No ~~Yes~~ ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

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

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
			Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ~~Yes~~ ☐ ~~No ☒~~

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant'’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The ~~Company~~aggregate market value of the registrant's voting and non-voting common equity held by non-affiliates of the registrant was ~~not~~approximately ~~quoted~~$632,000, onbased ~~any~~upon ~~trading~~the ~~platform~~closing asprice of $0.5725 per share of the registrant's common stock on July 31, ~~2024. Therefore~~2025, ~~there~~the islast nobusiness ~~aggregate~~day ~~market value~~ of the ~~voting~~registrant's ~~and~~most ~~non-voting~~recently ~~common~~completed ~~equity~~second ~~held~~fiscal byquarter, ~~non-affiliates~~after giving retroactive effect to ~~report~~the as1-for-25 ofreverse ~~July~~stock 31split that became effective on May 4, ~~2024~~2026.

As of June 8, 2026, after giving effect to the May 124, ~~2025~~2026 reverse stock split described herein, 52 there were 24,~~957~~952,~~572~~656 shares of the registrant’s common stock, ~~par value of~~ $0.0001 par value per share, ~~were~~ outstanding.

Reverse Stock Split. On May 4, 2026, the registrant effected a 1-for-25 reverse stock split of its issued and outstanding common stock. Unless otherwise indicated, all share and per share amounts presented in this Annual Report on Form 10-K, including the share count appearing above, have been retroactively adjusted to reflect the May 4, 2026 reverse stock split.

ECO SCIENCE SOLUTIONS, INC.

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED JANUARY 31, 2026

INDEX

ECO SCIENCE SOLUTIONS INC.

		~~PAGE NO~~	PAGE NO
PART I
ITEM 1	BUSINESS	4	4
ITEM 1A	RISK FACTORS	16	9
ITEM 1B	UNRESOLVED STAFF COMMENTS	16	9
ITEM 1C	CYBERSECURITY	16	9
ITEM 2	PROPERTIES	17	10
ITEM 3	LEGAL PROCEEDINGS	17	10
ITEM 4	MINE SAFETY DISCLOSURES	19
PART II
ITEM 5	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	20	12
ITEM 6	RESERVED	20	12
ITEM 7	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21	13
ITEM 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	25	18
ITEM 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	25	18
ITEM 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	25	19
ITEM 9A	CONTROLS AND PROCEDURES	26	19
ITEM 9B	OTHER INFORMATION	27	20
ITEM 9C	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	27	20
PART III
ITEM 10	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	28	21
ITEM 11	EXECUTIVE COMPENSATION	30	24
ITEM 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	31	26
ITEM 13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	33	27
ITEM 14	PRINCIPAL ACCOUNTANT FEES AND SERVICES	33	29
PART IV
ITEM 15	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	34	30
ITEM 16	FORM 10K SUMMARY	35	32
SIGNATURES		36	33

Table of Contents

PART I.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of ~~federal~~Section ~~securities~~27A ~~laws,~~of ~~which~~the ~~are~~Securities ~~subject~~Act toof a1933, ~~number~~as ofamended ~~risks~~(the ~~and~~“Securities ~~uncertainties.~~Act”), ~~All~~and ~~statements~~Section ~~that~~21E ~~are~~of ~~not~~the ~~historical~~Securities ~~facts~~Exchange ~~are~~Act ~~forward-looking~~of ~~statements~~1934, ~~including~~as ~~statements~~amended ~~about~~(the ~~our~~“Exchange ~~business~~Act”). ~~strategy,~~Forward-looking ~~uncertainty~~statements ~~regarding~~are ~~our~~based ~~future~~on ~~operating~~current ~~results~~expectations, ~~and~~estimates, ~~our profitability~~forecasts, ~~anticipated~~and ~~sources~~projections ofabout ~~funds~~the ~~and~~Company’s ~~all~~business, ~~plans~~operations, ~~objectives~~industry, ~~expectations~~financial ~~and~~condition, ~~intentions~~anticipated ~~and~~cash ~~any statements regarding future potential revenue~~needs, ~~gross margins~~ and ~~our~~strategic ~~prospects~~objectives, ~~for 2025~~ and ~~thereafter.~~involve ~~These~~known ~~statements may appear in a number of places~~ and ~~can~~unknown ~~be identified by the use of forward-looking terminology such as “may~~risks,” ~~“will~~uncertainties,” ~~“should,”~~and ~~“expect,”~~other ~~“plan,”~~factors ~~“anticipate,”~~that ~~“believe,”~~may ~~“estimate,”~~cause ~~“predict,”~~actual ~~“future~~results,” ~~“intend~~performance,” or ~~“certain”~~achievements orto ~~the~~differ ~~negative~~materially offrom ~~these~~those ~~terms~~expressed or ~~other~~implied ~~variations or comparable terminology, or~~ by ~~discussions~~such offorward-looking ~~strategy~~statements.

~~The~~All ~~following~~statements ~~factors~~contained ~~are~~in ~~among~~this ~~those~~Annual ~~that~~Report ~~may~~on ~~cause~~Form ~~actual~~10-K ~~results~~other tothan ~~differ~~statements ~~materially~~of ~~from~~historical ~~our~~fact are forward-looking statements. In some cases, forward-looking statements may be identified by words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “intends,” “potential,” “continue,” or the negative of such terms or other comparable terminology. These statements include, among others, statements regarding:

· ~~Need~~our ~~for~~ability ~~additional~~to ~~capital;~~continue ·as ~~Limited~~a ~~operating~~going ~~history~~concern; · ~~Limited~~our ~~experience~~ability ~~introducing~~to ~~new~~obtain ~~products~~additional financing or raise capital; · ~~Our~~our ability to ~~successfully~~satisfy ~~expand~~existing liabilities and obligations; · our ~~operations~~ability ~~and~~to ~~manage~~execute our ~~future~~business ~~growth~~strategy and commercialization efforts; · ~~Difficulty~~anticipated infuture ~~managing~~operating ~~our~~results, ~~growth~~revenues, margins, and ~~expansion~~profitability; · ~~Dilutive~~development ~~effects~~and commercialization of ~~any~~our ~~raising~~software ofplatforms ~~additional~~and ~~capital~~technology assets; · ~~The~~future ~~deterioration~~market acceptance of ~~global~~our ~~economic~~products ~~conditions~~ and services; · the ~~decline~~impact of ~~consumer~~debt ~~confidence~~settlements, restructurings, and ~~spending~~equity issuances; · ~~Material~~the ~~weaknesses~~impact ~~reported~~of inthe ~~our~~May ~~internal~~4, ~~control~~2026 ~~over~~reverse ~~financial~~stock ~~reporting~~split; · ~~Our~~our ability to ~~protect~~maintain ~~intellectual~~effective ~~property~~internal ~~rights~~control ~~and~~over ~~the~~financial ~~value of our products~~reporting; · ~~The~~the ~~potential~~impact ~~for~~of ~~product~~economic ~~liability~~conditions, ~~claims~~inflation, ~~against~~and uscapital market volatility; · ~~Our~~our dependence on ~~third~~key ~~party~~personnel, ~~manufacturers~~consultants, toand ~~manufacture~~third-party ~~our~~service ~~products~~providers; · ~~Our~~our ~~common~~ability ~~stock~~to isprotect ~~currently~~intellectual ~~classified~~property asand aproprietary ~~penny stock~~technology; · ~~Our~~the ~~stock~~impact ~~price~~of ~~may~~litigation, ~~experience~~regulatory ~~future~~matters, ~~volatility~~and corporate governance obligations; · ~~The~~the ~~illiquidity~~continued quotation and liquidity of our common stock; and · ~~Substantial~~dilution ~~sales~~resulting offrom ~~shares~~future issuances of ~~our~~equity ~~common stock~~securities.

~~Actual results may vary materially from those in such forward-looking statements as a result of various factors.~~ Forward-looking statements are not guarantees of future performance. ~~They involve risks, uncertainties,~~ and ~~assumptions.~~are ~~The~~subject ~~Company’s~~to ~~future~~substantial ~~results~~risks and ~~shareholder~~uncertainties. ~~values~~Actual results may differ materially from those ~~expressed~~contemplated inby ~~these~~the forward-looking statements. ~~Readers~~due ~~are cautioned not~~ to ~~put~~a ~~undue~~variety ~~reliance~~of ~~on any forward-looking statements. Forward-looking statements also include statements in which words such as “expect~~factors,” ~~“anticipate~~including,” ~~“intend,”~~but ~~“plan,”~~not ~~“believe,”~~limited ~~“estimate~~to,” ~~“consider,”~~those ordescribed ~~similar expressions are used. References~~ in this Annual Report on Form 10-K tounder ~~the~~ “~~Company,”~~Risk ~~“ESSI,~~Factors” ~~“we,” “our,”~~ and ~~“us”~~elsewhere ~~refer~~in tothis ~~Eco Science Solutions, Inc~~report.

Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

References in this Annual Report on Form 10-K to the “Company,” “ESSI,” “we,” “our,” and “us” refer to Eco Science Solutions, Inc.

Table of Contents

ITEM 1. BUSINESS

Corporate Overview

~~The~~Eco Science Solutions, Inc. (“ESSI,” the “Company’s,” ~~principal~~“we,” ~~executive~~“our,” ~~office~~or “us”) is ~~located~~focused aton ~~300~~the S.development Eland ~~Camino~~commercialization ~~Real~~of ~~#206~~enterprise ~~San~~software ~~Clemente,~~and CAfinancial ~~92672. The~~technology ~~Company’s~~solutions ~~telephone~~designed ~~number~~to issupport ~~833-GoHerbo~~businesses ~~(833~~operating ~~464-3726).~~in ~~The~~regulated, ~~Company’s~~compliance-intensive, ~~website~~and isoperationally ~~www~~complex industries.~~useherbo.com.~~

The Company’s ~~intends~~principal toexecutive ~~continue~~office ~~developing~~is ~~and~~located ~~operating~~at as300 aS. ~~technology~~El ~~solutions~~Camino ~~provider~~Real, ~~servicing~~Suite ~~businesses that have complex financial accounting~~206, ~~inventory~~San ~~management~~Clemente, ~~and~~California ~~sales tracking in both regulated and non-regulated verticals~~92672. WeThe ~~have~~Company’s ~~developed~~telephone ~~and~~number ~~launched~~is ~~our cloud-based ERP platform~~ (~~“Herbo”~~833) ~~and financial services platform (“Herbo Pay”) to support the unique end~~464-~~to-end~~3726. ~~business~~The ~~requirements~~Company’s ofwebsite ~~regulated,~~is ~~cash-intensive~~www.useherbo.com. ~~industries~~Information ~~that~~contained ~~include~~on, ~~but~~or ~~are~~accessible ~~not limited to: cannabis~~through, ~~gaming,~~the ~~firearms~~Company’s ~~and~~website ~~ammunition;~~is ~~and~~not ~~non-regulated,~~incorporated ~~but~~by ~~highly~~reference ~~complex~~into ~~industries~~this ~~such~~Annual asReport ~~oil~~on ~~and~~Form ~~gas. We continue to identify and prioritize multi~~10-billion vertical industries that are fractionalized and have an operational need to leverage technology solutions such as Herbo to bring visibility, traceability and viability to their business operationsK.

WeThe ~~will~~Company’s ~~continue~~primary totechnology ~~enhance~~platforms ~~our~~are ~~enterprise~~HERBO, ~~initiatives~~a ~~focused~~cloud-based onenterprise ~~developing~~resource ~~technologies~~planning ~~that~~(“ERP”) ~~build~~and ~~upon~~accounting ~~our~~platform, ~~existing~~and HERBO Pay, ~~proprietary~~an integrated financial ~~accounting~~services ~~platform,~~and ~~coupled~~payment ~~with~~platform. ~~data~~HERBO ~~analytics,~~is designed to ~~help~~assist businesses towith beaccounting, ~~more~~inventory ~~effective~~management, incompliance ~~their~~support, ~~abilities~~reporting, tocustomer ~~connect~~relationship management, ~~market~~payment workflows, and ~~transact~~operational tocontrols. ~~businesses~~HERBO ~~and~~Pay ~~sell~~is ~~directly~~designed to ~~consumers~~support cashless payment workflows, customer onboarding, transaction monitoring, and payment-related reporting.

~~Eco~~The ~~Science~~Company’s ~~Solutions,~~initial ~~Inc. seeks~~target tomarkets ~~provide~~include acannabis ~~360~~and CBD-~~degree~~related ~~ecosystem~~businesses, ~~that~~wellness ~~connects~~businesses, ~~B2B~~specialty ~~(business-to-business)~~retail, ~~B2C~~manufacturing, ~~(business-to-consumer)~~professional services, and ~~B2G~~other ~~(business-to-government)~~regulated ~~segments~~or ~~together~~complex ~~through~~industries ~~technology offerings~~ that ~~include: business~~may ~~location~~require ~~directory,~~integrated ~~localized digital communications between consumers and business operators~~accounting, ~~social networking~~inventory, ~~e-commerce connected inventory management / selection~~compliance, and payment ~~facilitation~~functionality. Cannabis and ~~cash~~CBD-related ~~management. This~~businesses ~~unique~~remain ~~end-to-end~~a ~~offering~~significant ~~enables~~target ~~traditional~~customer ~~B2B~~vertical ~~manufacturers~~because ~~with~~these ~~opportunities~~businesses tooften ~~directly~~face ~~engage~~heightened ~~and~~accounting, ~~sell~~tax, tocompliance, ~~consumers~~inventory ~~seamlessly~~tracking, and ~~efficiently~~banking-related challenges.

The Company ~~currently~~did ~~trades~~not ongenerate revenue during the ~~OTC~~fiscal ~~Pink~~year ~~Markets~~ended ~~under~~January 31, 2026. Subsequent to year end, the ~~trading~~Company ~~symbol~~began ~~ESSI~~limited onboarding of initial paying customers. ~~Trading~~These ~~commenced~~activities onremain ~~December~~early-stage 6and may not result in material revenue unless and until the Company is able to expand customer adoption, ~~2024.~~complete additional onboarding, and obtain sufficient working capital to support commercialization.

WeThe ~~currently~~Company’s ~~have~~common nostock ~~revenue~~is ~~and~~currently ~~are~~quoted ~~actively~~on ~~seeking~~the ~~users~~OTCID ofMarket ~~our~~operated ~~software.~~by ~~Mr.~~OTC ~~Rountree~~Markets isGroup ~~actively~~Inc. ~~searching~~under ~~out businesses that would benefit from using~~ the ~~Herbo~~trading ~~ERP~~symbol ~~and Herbo Pay financial software~~“ESSI.”

Corporate History

~~Formation~~The Company was incorporated in the State of Nevada on December 8, 2009 under the name Pristine Solutions, Inc. The Company changed its name to Eaton Scientific Systems Inc., effective November 27, 2012, and ~~Business~~later ~~Development~~changed its name to Eco Science Solutions, Inc. in February 2014.

~~The~~In ~~Company~~February ~~was~~2014, ~~incorporated~~the inCompany ~~the~~effected ~~state~~a of1,000-for-1 ~~Nevada~~reverse onstock ~~December~~split. 8On May 4, ~~2009~~2026, ~~under~~ the ~~name~~Company ~~Pristine~~effected ~~Solutions,~~a ~~Inc. The~~1-for-25 ~~Company~~reverse ~~changed~~stock ~~its~~split ~~name~~of toits ~~Eaton~~issued ~~Scientific~~and ~~Systems~~outstanding ~~Inc~~common stock., ~~effective~~Unless ~~November~~otherwise 27indicated, ~~2012,~~all share and toper ~~Eco~~share ~~Science~~amounts ~~Solutions,~~presented ~~Inc.~~ in ~~February~~this ~~2014. Additionally,~~Annual ~~the~~Report ~~Company~~on ~~effected~~Form a10-K ~~1000~~have been retroactively adjusted to 1reflect ~~reverse~~the ~~split~~May in4, ~~February~~2026 ~~2014~~reverse stock split.

On September 21, 2020, the United States District Court for the District of Hawaii issued an order in the action captioned In re Eco Science Solutions, Inc. Shareholder Derivative Litigation , Lead Civil No. 1:17-cv-00530-LEW-WRP (D. Haw.), preliminarily approving a proposed settlement. ~~(the~~On ~~“Settlement”)~~December ~~as set forth in a Stipulation of Settlement dated September 21~~3, 2020 ~~(the “Stipulation”)~~, ~~by and among (i) plaintiffs Mr. Ian Bell and Mr. Marc D' Annunzio, individually and derivatively on behalf of Eco Science Solutions Inc. (~~the ~~“ESSI~~Court orentered the ~~Company”);~~Order ~~(ii) certain of the Company’s current~~ and ~~former~~Final ~~officers,~~Judgment ~~directors~~approving ~~and consultants; and (iii)~~ the ~~Company. The Settlement was subject to further consideration at the~~ settlement ~~hearing described below~~.

~~Pursuant~~The tosettlement ~~the~~included, ~~Court's~~among ~~Preliminary~~other ~~Approval Order~~things, athe ~~hearing~~resignation ~~was~~of ~~held~~certain onformer ~~November~~officers ~~17,~~and ~~2020~~directors, ~~at 10:30 a.m. before~~ the ~~Honorable~~appointment ~~Leslie~~of ~~Kobayashi,~~A. inCarl ~~the~~Mudd ~~United~~as ~~States~~Ombudsman ~~District~~and ~~Court~~Chairman ~~for~~of the ~~District of Hawaii~~Board, ~~300~~the ~~Ala~~return ~~Moana~~of ~~Blvd C-338 Honolulu~~140,000 ~~Hawaii~~shares ~~96850 (for the purpose~~ of ~~determining:~~common ~~(i)~~stock ~~whether~~to ~~the~~treasury ~~terms~~after ofgiving aeffect ~~proposed~~to ~~Settlement, in accordance with~~ the ~~Stipulation~~May ~~are fair~~4, ~~reasonable,~~2026 ~~and~~reverse ~~adequate~~stock split, ~~and in~~ the ~~best~~issuance ~~interests~~ of ~~ESSI~~56,000 ~~and~~restricted ~~its~~shares ~~shareholders;~~of ~~(ii)~~common ~~whether~~stock ~~the~~to ~~Notice~~Robbins ~~fully~~LLP ~~satisfies~~after ~~the~~giving ~~requirements~~effect ofto ~~Rule 23.1 of~~ the ~~Federal~~May ~~Rules~~4, of2026 ~~Civil~~reverse ~~Procedure~~stock ~~and~~split, ~~due process; (iii) whether~~ the ~~Final~~issuance ~~Order~~of ~~and~~a ~~Judgment~~$350,000 ~~should~~promissory benote ~~entered~~to ~~dismissing~~Robbins ~~the Action with prejudice~~LLP, and ~~releasing~~ the ~~Released~~forgiveness ~~Persons from the Released Claims; (iv) whether the agreed-to Fee~~ and ~~Expense~~cancellation ~~Amount~~of ~~should~~$1,500,000 beof ~~approved;~~debt ~~and~~held ~~(v)~~by ~~any~~Phenix ~~other~~Ventures ~~matters that may come before the Court~~LLC.

4Pursuant ~~Table~~to the settlement, at least 15% of ~~Contents~~revenue or qualifying financing proceeds is required to be allocated toward the implementation and maintenance of certain governance reforms. As of January 31, 2026, the Company had not generated revenue and had limited financial resources available to fund such initiatives. During the fiscal year ended January 31, 2026, the Company obtained limited financing proceeds that management determined were utilized solely to satisfy essential operating expenditures and maintain ongoing operations. After evaluating the nature and purpose of such financing activities, management determined that the proceeds obtained did not constitute financing proceeds subject to the settlement’s 15% allocation provision. The Company continues to evaluate its obligations and compliance requirements under the settlement agreement.

~~Further,~~4 onTable ~~November 17, 2020 the United States District Court for the District~~ of Hawaii issued an order in the action captioned In re Eco Science Solutions, Inc. Shareholder Derivative Litigation Lead Civil No. 1:17-cv-00530-LEW-WRP (D. Haw.), approving a settlement (the “Settlement” or “Stipulation”), the Order and Final Judgment was executed by the Honorable Leslie Kobayashi and filed with the Court on December 3, 2020. (See Item 3 – Legal Proceedings)Contents

~~Terms~~On December 23, 2020, the Company approved the appointment of ~~Settlement~~A. ~~for~~Carl anMudd ~~Order~~to ~~issued~~serve ~~December~~as 3Chairman of the Board and Ombudsman of the Company. In connection with this role, ~~2020~~Mr. Mudd received 100,000 ~~included~~restricted shares of the Company’s common stock after giving effect to the May 4, ~~inter~~ ~~alia~~2026 reverse stock split and became entitled to an advisory fee of $10, 000 per month, subject to the ~~following:~~terms of his agreement and the Company’s available liquidity.

	(1)	The resignation of Jeffery Taylor as Chairman of the Board to the Company; and Don Taylor as Chief Financial Officer and a member of the Board of Directors;
	(2)	Appointment of Carl Mudd or such individual with similar background and qualifications to serve as Ombudsman and as Chairman of the Board.
	(3)	The following shareholders have been ordered to return a cumulative total of 3,500,000 shares of the Company’s common stock to treasury for cancellation, as set out herein: (a) Gannon Giguiere – 1,500,000 shares; (b) Jeffery Taylor – 750,000 shares; (c) Don Taylor – 750,000 shares; (d) L John Lewis – 250,000 shares; and (e) S Randall Oveson – 250,000 Shares
	(4)	The Company shall issue 1,400,000 restricted common stock to the law firm of Robbins, LLP, as consideration for attorney fees;
	(5)	The Company shall enter into a Promissory Note with the law firm of Robbins, LLC for in the amount of Three Hundred Fifty Thousand Dollars ($350,000) with respect to legal fees incurred, note bearing interest at a rate of six (6%) percent per annum calculated monthly with all interest and principal due and payable no later than three (3) years from the date of the final Settlement approval;
	(6)	Debt in the amount of One Million Five Hundred Thousand Dollars ($1,500,000) held by Phenix Ventures LLC, a company controlled by Gannon Giguiere, shall be immediately forgiven and canceled.

On January 28, 2021, the Company entered into an Asset Purchase Agreement pursuant to which it acquired an enterprise software platform designed to support accounting, inventory management, customer relationship management, and business operations. In connection with the transaction, the Company agreed to issue 60,000 restricted shares of common stock after giving effect to the May 4, 2026 reverse stock split.

~~Pursuant~~On toJanuary ~~the~~28, ~~Stipulation~~2021, atthe ~~least~~Company ~~15%~~entered ofinto ~~revenue~~an orExecutive ~~financing~~Employment ~~raised~~Agreement ~~shall~~with beMichael ~~set~~Rountree, ~~aside~~who ~~toward~~currently ~~achieving~~serves as the ~~objectives~~Company’s Chief Executive Officer and Chief Financial Officer. Mr. Rountree’s base salary is $250,000 ~~implementation~~per year, ~~and~~which ~~maintenance~~has ofhistorically accrued when unpaid due to the ~~Governance~~Company’s ~~Reforms~~limited liquidity. To ~~date~~In connection with his employment arrangement, noMr. ~~revenues~~Rountree ~~have~~was ~~been~~issued ~~generated~~120,000 ~~nor~~shares ~~have~~of ~~any~~common ~~funds~~stock ~~been~~after ~~raised~~giving effect to the May 4, 2026 reverse stock split.

~~All~~On ofJanuary ~~the above terms have been implemented~~28, ~~shares have been returned and cancelled~~2021, the ~~promissory~~Company ~~note has been~~ entered into, ~~both~~indemnification ~~Jeffery~~agreements ~~and~~with ~~Don~~Michael ~~Taylor resigned all positions held in the Company~~Rountree, MrA. Carl Mudd, ~~is serving as Ombudsman~~ and ~~Chairman~~S. ofRandall ~~the~~Oveson ~~Board. Setting~~in ~~aside~~their ~~15%~~capacities ofas ~~our~~officers ~~revenue~~ and/or ~~financing~~directors, ispursuant ~~incumbent~~to onwhich the Company ~~raising~~agreed ~~financing~~to ~~and~~indemnify orsuch ~~generating~~individuals ~~revenue.~~to ~~The putting aside of~~ the ~~15%~~fullest isextent atpermitted ~~the~~by ~~discretion~~applicable ~~of Mr~~law. ~~Mudd, as are the remaining items of the Order as described in more detail in Item 3 – Legal Proceedings below.~~

AsOn aJanuary ~~result of the aforementioned Settlement~~28, ~~on December 23~~2021, ~~2020,~~ the Company ~~approved~~entered ~~the~~into ~~appointment~~a ofDebt ~~Mr.~~Settlement ~~Carl~~and ~~Mudd~~Share toPurchase ~~serve~~Agreement aswith ~~Chairman~~Rountree ofConsulting, ~~the~~Inc., ~~Board~~a ~~and~~company ~~Ombudsman~~owned ofby ~~the~~The ~~Company. As~~Rountree ~~consideration for his service~~Trust, inpursuant ~~addition~~ to ~~receiving~~which ~~two~~Rountree ~~million~~Consulting, ~~five~~Inc. ~~hundred~~agreed ~~thousand~~to (2accept 20,~~500,~~000) restricted shares of ~~the Company’s~~ common stock, ~~Mr.~~after ~~Mudd~~giving ~~receives~~effect anto ~~advisory~~the ~~fee~~May of4, ~~Ten~~2026 ~~Thousand~~reverse ~~Dollars~~stock ~~($10,000)~~split ~~per~~at ~~month,~~an ~~commencing~~adjusted ~~December~~price ~~24,~~of ~~2020~~$12.50 ~~Half~~per ofshare ~~the~~in ~~monthly~~settlement ~~advisory~~of ~~fee (~~$5250,000) ~~must be paid to Mr. Mudd, while the other half~~ of ~~the~~debt ~~advisory~~owed ~~fee~~by ~~may be accrued on a monthly basis until~~ the Company ~~has closed a bona fide third-party debt and/or equity financing of at least eight hundred thousand dollars ($800,000)~~.

~~Among~~On ~~his~~January ~~key~~17, ~~responsibilities~~2023, asJeffery ~~Chairman~~Taylor ofresigned ~~the~~from ~~Board,~~all ~~Mr.~~positions ~~Mudd~~he ~~will~~held ~~ensure compliance~~ with ~~corporate governance standards applicable to smaller reporting issuers, chair meetings of~~ the Company~~’s Board~~, ~~shareholders~~including ~~and executive sessions of the Board~~President, ~~coordinate the activities of the directors of the Board~~Director, ~~serve as a formal liaison between the Company’s senior management~~ and ~~the directors of the Board, coordinate the activities of the Board’s operating committees and assist management in maintaining effective communication with the Company’s shareholders~~Secretary.

~~The~~On ~~term~~April of5, ~~this~~2023, ~~Agreement shall be four (4) years or as set forth in~~ the ~~Stipulation~~Company ofentered ~~Order.~~into ~~This~~a ~~Agreement~~Software ~~may~~Acquisition ~~be terminated by either party upon thirty (30) days’ notice for material breach. In addition, this~~ Agreement ~~shall~~with ~~terminate~~eXPO inFinancial ~~the~~Services ~~event~~LLC ofpursuant ~~the~~to ~~resignation~~which ~~of Advisor from~~ the ~~Board. In~~Company ~~the~~acquired ~~event that~~ all ofrights, ~~the~~title, ~~items~~and ~~relative~~interest ~~to the compliance~~ in ~~the~~a ~~Order~~computer ~~are~~program ~~not~~known ~~satisfied~~as eXPO, ~~Mr.~~or ~~Mudd~~electronic ~~has~~eXchange ~~the ability to extend his service with the Company~~portal, ~~remaining~~for asa ~~the~~total ~~Ombudsman~~purchase ~~and~~price ~~Chairman~~ of ~~the Board. If the Company cannot raise financing or generate income~~$100, ~~the Company will fail~~000.

5On ~~Table~~April 2, 2025, the Board of ~~Contents~~Directors accepted the resignation of S. Randall Oveson as Secretary of the Company and appointed Michael Rountree as Secretary of the Company, making Mr. Rountree the Company’s sole officer.

On ~~January~~April 282, ~~2021~~2025, the ~~Company~~Board entered into an Asset Purchase Agreement with Haiku, wherein the Company purchased the enterprise software platform, coupling the Company’s consumer engagement applications and e-commerce platform to this proprietary enterprise accounting, inventory management, customer relationship management, and overall business operations (the “Software”). The terms of ~~the~~Directors ~~Asset~~approved ~~Purchase Agreement required that ESSI deliver to~~ the ~~Seller~~dissolution ~~and/or it’s assigns an aggregate~~ of ~~1,500,000~~Ga-Du ~~shares of its restricted common stock (the “Shares”)~~Corporation. ~~Further,~~ ~~ESSI~~On ~~will~~April ~~not assume and shall have no responsibility for any of the Seller’s obligations related to the Purchased Assets (including leases and liabilities of any type~~3, ~~kind or nature)~~2025, ~~whether~~a ~~fixed,~~Certificate ~~accrued, contingent or otherwise, and whether arising in contract, in tort, by violation~~ of ~~law,~~Dissolution/Withdrawal bywas ~~operation~~filed ~~of law, or otherwise, and all such obligations, past, present, or arising in the future, shall remain~~ with the ~~Seller.~~State ~~A fully detailed description~~ of ~~the~~Nevada, ~~asset purchased~~ and ~~its~~Ga-Du ~~applicability~~Corporation ~~to the Cannabis category specifically,~~ was ~~filed as Schedule 1 to the Asset Purchase Agreement appended as an exhibit to the Company’s Form 8-K filed with the SEC on January 28, 2021~~dissolved.

On January 2831, ~~2021~~2026, the Company ~~entered~~completed ~~into~~a anseries ~~Executive~~of ~~Employment~~non-cash ~~Agreement~~debt ~~(“Agreement”),~~settlement ~~effective~~transactions ~~January~~pursuant ~~31,~~to ~~2021,~~which asa ~~amended,~~substantial ~~with~~portion ~~Michael~~of ~~Rountree,~~outstanding ~~who~~liabilities was atextinguished ~~the~~through ~~time~~ the ~~Company’s~~issuance ~~Chief~~of ~~Operating~~common ~~Officer~~stock. ~~Under~~During the ~~Agreement,~~year ~~Michael~~ended ~~will~~January ~~serve as the Chief Executive Officer~~31, ~~as well as the Chief Financial Officer. The term of the Agreement is for three years. Mr. Rountree is currently accruing his annual base salary of $250~~2026,~~000~~ ~~per year until a date that~~ the ~~Board~~Company ofissued ~~Directors~~an ~~deems~~aggregate ~~the financial ability~~ of ~~the Company to satisfy this Agreement is achieved. Additionally~~22, ~~Mr. Rountree has been issued 3~~834,~~000,000~~297 shares of ~~Company~~restricted common stock., ~~The~~after ~~Employment~~giving ~~Term~~effect ~~and~~to the ~~Executive’s~~May ~~employment~~4, ~~may~~2026 bereverse ~~terminated~~stock bysplit, ~~either~~in ~~the~~connection ~~Company~~with or the ~~Executive~~settlement ~~at any time and for any reason or for no particular reason. Upon termination~~ of ~~the~~accrued ~~Executive’s~~compensation, ~~employment~~accounts ~~during~~payable, ~~the~~notes ~~Employment Term~~payable, ~~the~~convertible ~~Executive~~notes, ~~shall be entitled to the compensation~~ and ~~benefits~~related ~~set~~party ~~forth in the Employment Agreement and shall have no further rights to any compensation or any other benefits from the Company or any of its affiliates~~obligations.

OnAs of January 2831, ~~2021~~2026, ~~the~~after ~~Company~~giving ~~entered~~effect ~~into~~to anthe ~~Indemnification~~May ~~Agreement~~4, ~~with~~2026 ~~each~~reverse ofstock ~~Michael Rountree~~split, ~~A. Carl Mudd and S. Randall Oveson where under~~ the Company ~~will~~had ~~indemnify~~24,992,656 ~~each~~shares of ~~the~~common ~~aforementioned~~stock ~~parties~~issued, inof ~~their~~which ~~respective positions as officers and/or directors~~40,000 toshares ~~the~~were ~~fullest~~held ~~extent~~as ~~permitted~~treasury ~~by applicable law~~stock, soresulting ~~that~~in ~~he will serve~~24, ~~and continue to serve~~952,656 ~~the~~shares ~~Company~~of ~~free~~common ~~from~~stock ~~undue concern that he will not be so indemnified~~outstanding.

On5 ~~January~~Table 28, 2021, the Company entered into a Debt Settlement and Share Purchase Agreement with Rountree Consulting, Inc., a company owned by The Rountree Trust, wherein Rountree Consulting, Inc. agreed to accept 500,000 unregistered, restricted shares of the Company’s common stock at a price of US $.50 per share (collectively, the “Shares”), in settlement of a portion, in the amount of $250,000 (the Settled Debt) of the total debt owed to Rountree Consulting, Inc. by the Company.Contents

OnHERBO January 28, 2021, the Board of Directors accepted the resignation of Jeffery Taylor as Chief Executive Officer, effective January 31, 2021, and Michael Rountree accepted the appointment of Chief Executive Officer of the Company, effective January 31, 2021. Michael Rountree holds the positions of Chief Executive Office, Chief Operating Officer and Chief Financial Officer, as well as President and Treasurer. Platform

OnHERBO ~~May~~is ~~14,~~a ~~2021,~~cloud-based ~~the~~ERP ~~Board~~and ofaccounting ~~Directors~~platform ~~approved~~designed ~~agreements~~ to ~~indemnify~~help ~~each~~businesses ~~member~~manage offinancial ~~the~~accounting, ~~Board~~inventory, toreporting, ~~the~~customer ~~fullest extent permitted by applicable law~~data, sopayment ~~that each member will serve~~workflows, and ~~continue~~operational toprocesses ~~serve,~~within ~~the~~a ~~Company~~single ~~free from undue concern that he will not be so indemnified~~system.

OnThe ~~January~~HERBO ~~17,~~platform ~~2023,~~is ~~Jeffery~~intended ~~Taylor~~to ~~resigned~~support ~~from~~businesses ~~all~~that require more integrated workflows than a basic accounting or point-of-sale ~~his~~system ~~positions~~may heprovide. ~~held~~The ~~with~~HERBO ~~the~~platform ~~Company~~is designed to include functionality relating to accounting, ~~including~~inventory management, ~~President~~reporting, ~~Director~~compliance support, customer relationship management, payment workflows, and ~~Secretary~~operational management.

OnHERBO ~~April~~is 5,designed ~~2023,~~as ~~the~~a ~~Company~~software-as-a-service platform and ~~eXPO~~is ~~Financial~~intended ~~Services~~to ~~LLC~~be ~~entered~~configurable ~~into~~for adifferent ~~Software~~industries ~~Acquisition~~and ~~Agreement~~customer ~~(the~~use ~~“Software~~cases. ~~Agreement”)~~The ~~whereunder the~~ Company ~~has~~believes ~~acquired~~the ~~from~~platform ~~eXPO~~may ~~Financial~~be ~~Services~~particularly ~~all~~useful ~~rights,~~for ~~title~~businesses ~~and~~that ~~interest~~operate toacross amultiple ~~computer~~locations, ~~program~~manage ~~referred~~regulated toproducts, asrequire ~~eXPO~~detailed ~~(electronic~~inventory ~~eXchange portal) for a total purchase price of $100~~tracking,~~000~~ ~~payable~~or inneed ~~instalments~~integrated ~~over~~accounting anand ~~eight-month~~operational ~~period commencing April 15, 2023~~records.

6HERBO ~~Table of Contents~~Pay

OnHERBO ~~April~~Pay 2,is ~~2025~~a financial services and payment platform designed to integrate with HERBO ERP. The platform is intended to support cashless payment workflows, ~~the~~payment ~~Board~~tracking, ofcustomer ~~Directors~~onboarding, ~~approved~~identity verification, ~~authorized~~transaction monitoring, and ~~accepted~~payment-related reporting. Depending on the ~~resignation~~nature and scope of S.payment-related ~~Randall~~services ~~Oveson~~offered asthrough ~~Secretary~~HERBO ofPay, the Company, ~~and~~may ~~did~~be ~~approve~~required ~~and~~to ~~authorize~~register ~~the~~as ~~appointment~~a ofmoney ~~Michael~~services ~~Rountree~~business aswith ~~Secretary~~FinCEN, ofobtain ~~the~~money ~~Company~~transmitter licenses in one or more states, ~~making~~or Mrcomply with other federal and state financial services regulations. ~~Rountree~~See "Regulatory Environment" below for additional information regarding the ~~sole~~regulatory ~~officer~~framework ofapplicable to the Company's operations.

OnHERBO ~~April~~Pay 2,is ~~2025,~~intended ~~the~~to ~~Board~~help ofbusinesses ~~Directors~~manage ofpayments ~~the~~and ~~Company~~related ~~deemed~~records itwithin in the ~~best~~same ~~interest~~operational ofenvironment ~~the~~as ~~Company~~their accounting and ~~the~~inventory ~~shareholders~~data. toThe ~~dissolve~~platform ~~Ga-Du~~is ~~Corporation;~~operational onand, ~~April~~subsequent 3,to ~~2025~~fiscal year end, athe ~~Certificate~~Company ofbegan ~~Dissolution/Withdrawal~~early-stage ~~was~~customer ~~filed~~onboarding ~~with~~for ~~the~~HERBO ~~state~~Pay. ofCommercialization ~~Nevada,~~remains limited and Gaearly-Dustage, ~~Corporation~~and ~~was~~the ~~dissolved~~Company has not yet generated material revenue from HERBO Pay.

~~Eco~~Cannabis ~~Science Solutions, Inc. seeks to provide a 360-degree ecosystem that connects B2B (business-to-business), B2C (business-to-consumer)~~ and ~~B2G~~Regulated ~~(business-to-government)~~Industry segments together through technology offerings that include: business location directory, localized digital communications between consumers and business operators, social networking, e-commerce connected inventory management/selection, payment facilitation and cash management. This unique end-to-end offering enables traditional B2B manufacturers with opportunities to directly engage and sell to consumers seamlessly and efficiently.Focus

~~The~~Cannabis ~~Company’s~~and ~~cloud~~CBD-~~based~~related ~~ERP~~businesses ~~platform~~remain ~~(“Herbo”)~~an ~~has~~important ~~proprietary~~target ~~financial~~market ~~accounting~~for ~~and~~the ~~inventory~~Company. ~~management~~Although ~~capabilities,~~the ~~and~~Company ~~when~~does ~~combined~~not ~~with~~grow, ~~its~~manufacture, ~~financial~~distribute, ~~services platform (“Herbo Pay”)~~sell, ~~provides~~or ~~enhanced~~dispense ~~tracking~~cannabis ~~and~~or ~~traceability~~cannabis toproducts, ~~support~~ the ~~unique~~Company ~~compliance~~believes ~~requirements~~that ~~of regulated, cash-intensive industries such as~~ cannabis and CBD~~. Herbo has a comprehensive, end~~-~~to-end~~related ~~business~~businesses ~~commerce~~may ~~solution~~require tosoftware ~~service~~solutions ~~vertically~~that ~~integrated~~support ~~businesses~~accounting, ~~which~~inventory ~~the~~management, ~~Company~~product ~~intends~~traceability, totax ~~promote~~compliance, ~~its~~payment ~~ERP and financial services platform to other regulated industries such as gaming~~workflows, ~~firearm~~customer ~~and ammunition~~onboarding, and ~~highly complex industries such as oil and gas~~recordkeeping.

*The ~~Eco~~cannabis ~~Science~~industry ~~Solutions~~presents unique operational and compliance challenges, ~~Inc~~including cash management issues, limited access to banking services, state-level licensing requirements, inventory tracking requirements, excise and sales tax obligations, and federal tax restrictions, including Internal Revenue Code Section 280E. isSection ~~not~~280E limits deductions for businesses trafficking in Schedule I or Schedule II controlled substances and can create significant tax and accounting complexity for cannabis operators. If cannabis were rescheduled to Schedule III (as proposed by the ~~business~~U.S. Department of ~~growing,~~Justice ~~manufacturing~~and the Drug Enforcement Administration in May 2024), orSection ~~distributing~~280E would no longer apply to cannabis businesses, which could reduce certain tax and accounting complexity but would not eliminate the broader operational, compliance, and regulatory challenges facing such businesses.

The Company’s platform is intended to assist customers with integrated accounting and operational data, including inventory and cost tracking. However, the Company does not provide legal, tax, regulatory, or accounting advice to customers and customers remain responsible for compliance with applicable laws, regulations, tax rules, licensing requirements, and reporting obligations.

~~Current~~The ~~Operations~~Company also intends to market its platform to other regulated or operationally complex industries, including wellness, specialty retail, manufacturing, professional services, and other industries that may benefit from integrated ERP, accounting, compliance, and payment functionality.

~~Herbo~~6 Table of Contents

~~Herbo~~Regulatory ~~is a comprehensive, cloud-based Enterprise Resource Planning platform that is customizable, delivering its ERP modules via a software as a service (SaaS) business model.~~Environment

~~Herbo~~The ~~Pay~~Company’s istarget acustomers ~~financial~~may ~~services~~operate ~~platform~~in ~~that~~industries ~~enables~~subject ~~businesses~~ to ~~provide~~significant afederal, ~~cashless~~state, ~~transaction~~and ~~environment~~local regulation. These regulations may relate to ~~their~~licensing, product tracking, tax reporting, payment processing, customer verification, data security, consumer protection, anti-money laundering obligations, privacy, and ~~vendors~~other compliance matters. ~~The~~ ~~platform~~Although isthe aCompany ~~secure~~does ~~portal~~not ~~for~~grow, ~~account~~manufacture, ~~access~~distribute, ~~and~~sell, ~~features~~or ~~that~~dispense ~~incorporate~~cannabis ~~current~~or ~~banking~~cannabis ~~standards~~products, ~~for~~because ~~operating~~the ~~and~~Company ~~securing~~provides ~~online~~software ~~data. In~~and ~~terms~~payment-related ofservices ~~Financial~~to ~~Services~~cannabis-related businesses, changes in the ~~platform~~federal ~~uses~~or astate ~~strict~~regulatory ~~and~~landscape ~~proprietary~~applicable ~~Know-Your-Customer~~to ~~(KYC)~~cannabis ~~process~~could materially affect the Company's business, ~~that~~operations, ~~ensures~~and ~~compliance~~customers. ~~regardless~~In ofparticular, the ~~underlying~~Company's ~~usage. Herbo~~HERBO Pay ~~can~~platform, bewhich ~~used~~supports ~~for~~cashless ~~membership~~payment ~~capture~~workflows, ~~registrations~~customer ofonboarding, ~~various~~identity ~~kinds~~verification, ~~for~~and ~~customer~~transaction ~~accounts~~monitoring, ~~retention~~is or may be subject to federal and ~~marketing~~state money transmitter licensing requirements, Bank Secrecy Act and~~/or~~ ~~for~~anti-money ~~the~~laundering ~~creation~~compliance obligations, FinCEN guidance applicable to financial institutions and ~~management~~service ofproviders ~~Herbo~~serving ~~Pay~~cannabis-related ~~credit~~businesses, ~~accounts. In~~state-level ~~addition~~payment processing and consumer financial services regulations, ~~the~~and ~~Herbo~~Payment ~~Pay~~Card ~~platform~~Industry Data Security Standards (PCI-DSS). The Company has ~~been~~not ~~enhanced~~yet ~~for~~obtained ~~mobile~~all ~~devices~~licenses or registrations that may be required in connection with its current or planned operations. The ~~mobile~~Company's ~~payment~~failure ~~platform~~to ~~accommodates~~obtain ~~the~~or ~~purchasing~~maintain ofrequired ~~products~~licenses, registrations, or compliance with applicable payment and financial services. ~~Herbo~~regulations ~~Pay’s~~could ~~value~~result ~~proposition~~in ~~and~~enforcement ~~features~~actions, ~~uniquely~~fines, ~~positions~~civil itor tocriminal ~~provide~~penalties, ~~financial~~or ~~banking~~restrictions ~~services~~on the Company's ability to ~~underserved~~operate ~~businesses~~HERBO Pay in ~~regulated~~one ~~and~~or ~~non-regulated~~more ~~industries~~jurisdictions.

WeCannabis ~~have~~remains ~~developed~~illegal under U.S. federal law. Under the Controlled Substances Act, cannabis is currently classified as a ~~comprehensive~~Schedule I controlled substance. Although numerous states have legalized medical and/or adult-use cannabis, ~~end~~state-level legalization does not eliminate federal law risk. Because the Company may provide software or payment-related services to cannabis-~~end~~related ~~ERP~~businesses, ~~solution~~the Company could be deemed to ~~service~~be ~~broad~~aiding ~~operational~~and ~~needs~~abetting ofillegal ~~business,~~activities ~~With~~through athe ~~single~~services ~~login~~it provides to cannabis industry participants, ~~businesses~~which ~~can~~could ~~have~~subject ~~access~~the Company to ~~all~~enforcement ofactions ~~our~~by ~~ERP~~federal ~~modules~~law enforcement authorities. Changes in federal or state cannabis laws, ~~which~~enforcement ~~include:~~priorities, banking rules, payment industry practices, or tax rules could materially affect the Company’s business prospects and customers.

·In ~~Tax~~May ~~and~~2024, ~~Financial~~the ~~Accounting~~U.S. ·Department ~~Inventory~~of ~~Management~~Justice and ~~Tracking~~the ·Drug ~~Bookkeeping~~Enforcement &Administration ~~Banking~~published ·a ~~Compliance~~proposed rule to move marijuana from Schedule I to Schedule III under the Controlled Substances Act. On December 18, 2025, President Trump issued an executive order directing the Attorney General to take all necessary steps to expeditiously move marijuana from Schedule I to Schedule III under the Controlled Substances Act. As of the date of this Annual Report on Form 10-K, no final rule has been adopted, and ~~Reporting~~the status and timing of any final rulemaking action remain uncertain. There can be no assurance that cannabis will be rescheduled or descheduled, or that any change in federal law would benefit the Company or its customers.

7Banking ~~Table~~and payment processing remain significant challenges for many cannabis-related businesses. Due to federal law restrictions, some financial institutions may be unwilling to provide banking or payment services to cannabis-related businesses, even where such businesses operate legally under state law. The SAFE Banking Act, which would have prohibited federal regulators from penalizing financial institutions for serving state-legal cannabis businesses, has passed the U.S. House of ~~Contents~~Representatives multiple times but has not been enacted into law. Financial institutions that do serve cannabis-related businesses are generally required to comply with Bank Secrecy Act obligations and FinCEN guidance, including FinCEN's 2014 BSA Expectations Regarding Marijuana-Related Businesses (FIN-2014-G001), which imposes enhanced due diligence, suspicious activity reporting, and monitoring requirements. This creates operational risks for cannabis operators and may affect the adoption, use, and scalability of software and payment platforms serving those businesses, including HERBO Pay.

·7 ~~Payroll~~Table ~~and Employee Time Tracking · Point~~ of ~~Sale · E-Commerce · Merchant Processing Integration · CRM and Customer Loyalty~~Contents

~~Additionally,~~The ~~clients~~regulatory ~~can~~framework ~~support~~applicable ~~any~~to ~~business~~cannabis ~~with~~and ~~Herbo~~other ~~regardless~~regulated ofindustries ~~business~~is ~~footprint~~evolving and uncertain. Federal enforcement priorities relating to cannabis may change and remain uncertain. New laws, regulations, enforcement policies, or ~~industry~~interpretations could materially affect the Company’s operations, customers, revenue opportunities, compliance costs, and ability to commercialize HERBO and HERBO Pay. ~~Herbo~~In ~~can~~addition, ~~satisfy~~the Company may be subject to federal and state data privacy and data security laws and regulations, including the ~~operational~~California ~~needs~~Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, "CCPA"), and similar state privacy laws, which impose obligations relating to the collection, use, storage, disclosure, and protection of ~~businesses~~personal ~~across~~information. Compliance with evolving data privacy requirements may require the ~~spectrum~~Company to incur additional costs and could affect the design and operation of ~~complexity:~~its software platforms.

·Intellectual ~~Single~~Property ~~unit~~and ~~operations~~Technology

·The ~~Integrated~~Company ~~vertical~~relies ~~operations~~on a combination of software rights, trade secrets, contractual protections, confidentiality agreements, trademarks, proprietary processes, and technical measures to protect its software platforms and related intellectual property.

·The ~~Multiple~~Company ~~unit~~may ~~business~~not be able to prevent unauthorized use, ~~with~~duplication, ~~locations~~reverse ~~dispersed~~engineering, ~~across~~or amisappropriation ~~broad~~of ~~geographic~~its ~~footprint~~technology. The Company may also be required to incur additional costs to protect or enforce its intellectual property rights.

~~Our complete Herbo software product website is available at www.useherbo.com.~~Competition

The ~~Company~~markets ~~expanded~~for ~~its~~ERP ~~revenue~~software, ~~focus~~accounting ~~from~~software, apayment ~~business-to-business~~technology, ~~opportunity~~compliance ~~to include being a regulatory offering. As a regulatory offering~~software, ~~Herbo~~and ~~has the ability to deploy an end~~industry-~~to-end~~specific ~~technology~~SaaS ~~solution~~platforms inare highly ~~regulated~~competitive ~~industries (e.g. cannabis~~ and ~~CBD~~rapidly ~~hemp industries) that can be accessed and utilized by all industry parties involved in the industry (e~~evolving.~~g. consumer/business/government regulators).~~

~~Herbo~~The ~~ERP~~Company ~~and~~competes ~~its~~with ~~associated~~traditional ~~cashless~~accounting ~~platform~~software providers, ~~Herbo~~ERP ~~Pay~~platforms, ~~enable~~payment aprocessors, ~~jurisdiction~~inventory management software providers, ~~domestic~~cannabis-focused orsoftware ~~international~~providers, ~~with~~and ~~the~~other ~~ability~~financial totechnology docompanies, ~~more~~including ~~than~~companies ~~just~~such ~~traditional~~as ~~tag~~QuickBooks, ~~tracking~~Xero, ~~which~~FreshBooks, isZoho, ~~the~~and ~~predominant~~Wave. ~~regulatory~~Many ~~technology~~competitors ~~system~~possess ~~currently~~substantially ~~utilized~~greater infinancial, ~~the~~technical, ~~United~~operational, ~~States~~sales, marketing, and ~~abroad~~other resources than the Company.

The ~~failures~~Company ofbelieves ~~the~~competition ~~Cannabis~~within ~~Industry~~its ~~are~~target amarkets ~~result~~is ofbased ~~many~~on ~~factors~~several ~~which result in tax evasion~~factors, ~~money~~including ~~laundering,~~platform ~~illegal products with toxic ingredients~~functionality, ~~robberies~~ease of ~~cash~~implementation, ~~human~~integration ~~trafficking~~capabilities, inaccounting ~~addition~~and toreporting ~~the~~functionality, ~~Cartel’s~~inventory ~~emergence~~management ascapabilities, acompliance ~~dominant~~support ~~player~~features, incustomer ~~the~~service, ~~Black~~scalability, ~~Market. All~~pricing, ~~these~~and ~~failures~~industry-specific ~~are~~operational ~~the~~functionality. ~~result~~The ofCompany ~~short~~believes ~~falls~~its ofplatforms ~~current~~may ~~regulatory~~provide ~~systems~~value ~~employed by various jurisdictions. All utilize decade old software~~ to ~~track~~certain ~~RFID~~regulated ~~tags~~and ~~thru~~operationally acomplex ~~chain~~businesses ofthrough ~~production~~integrated toaccounting, ~~point~~operational ofworkflow, ~~sale. This~~inventory ~~leaves~~management, ~~regulators~~compliance ~~blind~~support, ~~from~~and ~~the~~payment ~~actual financial activities of a Federally illegal activity~~functionality.

In8 ~~addition,~~Table ~~there are over 100 software providers in the industry that sell “point solutions” servicing over 20 different business categories in cannabis businesses. The Herbo ERP handles every category~~ of technology needed in the cannabis industry thus enabling businesses to migrate off multiple systems to work under one integrated system with a single user login, thus providing for accurate output to allow for effective business decision making. Furthermore, the entire Herbo ERP wraps into an enterprise-level accounting system with proprietary features that allow for the preparation of clean books and records and the ability to produce proper, compliant financial statements including Income Statements and Balance Sheets. Contents

~~Accounting~~Human is often an overlooked need in the industry with most businesses simply running books and records by hand or in a disconnected accounting system. The disconnects allow for material items to disappear; e.g. inventory, reported sales, cash, and taxes due. Herbo provides for a much-needed integrated accounting system also allows for proper “Know Your Customer (KYC)” compliance on every transaction taking place at the business level to enable the proper function of a true cashless environment. Capital

~~Another~~As ~~Federal~~of ~~obstacle to~~ the ~~cannabis~~date ~~industry~~of isthis ~~Federal~~Annual ~~Tax~~Report ~~Law~~on ~~under~~Form ~~Internal Code Section 280E which disallows deductions for any business that is operating with a Schedule 1 substance~~10-K, ~~such as cannabis. The only deduction allowed is~~ the ~~cost~~Company ofhas ~~the~~one ~~product. The~~employee, ~~Herbo~~Michael ~~ERP comes with an imbedded~~Rountree, ~~proprietary~~who ~~unitization~~serves ~~system~~as ofChief ~~accounting~~Executive toOfficer ~~ensure proper~~ and ~~compliant~~Chief ~~inventory~~Financial ~~capitalization~~Officer. ofThe ~~all~~Company ~~items~~also ~~associated~~utilizes ~~with~~approximately ~~the~~six ~~cannabis~~independent ~~product~~contractors soand ~~that~~consultants ~~all~~to ~~items~~support ~~are~~software ~~carried as inventory. These include the costs of clones~~development, ~~nutrients~~operations, ~~water,~~ ~~electricity~~marketing, ~~labor~~administration, ~~rents~~compliance, ~~insurance,~~and ~~supplies,~~related ~~equipment depreciation, etc~~activities. These associated inventory items are unitized into the costs of each product when sold in order to properly allocate these costs into the costs of the product. Disconnected financial accounting systems do not allow for proper inventory tracking on the balance sheet nor the income statement.

8The ~~Table~~Company’s offuture ~~Contents~~success depends in part on its ability to retain key personnel, contractors, software developers, and advisors. The Company may need to hire additional personnel or retain additional contractors if customer onboarding and commercialization activities increase.

~~Herbo~~Available ERP extends its connectivity to the consumer segments via its e-commerce and payment modules where consumers and patients can transact in a safe and cashless environment. They also have real time access to the certificates of authenticity (COAs) of the associated products they buy in order to protect them from unknowingly buying black market product. All of the above are why the cannabis industry needs one solution serving every level of the industry. Herbo is that solution and is well poised to become an industry disrupter in the technology sector, which will inevitably increase shareholder value.Information

~~Government~~The ~~Regulations~~Company files reports with the Securities and Exchange Commission, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other information required under the Securities Exchange Act of 1934, as amended. These filings are available through the SEC’s website at www.sec.gov.

~~Cannabis~~Investors isshould ~~currently~~carefully areview ~~Schedule I controlled substance under~~ the ~~Controlled~~information ~~Substances~~contained ~~Act (CSA) and is, therefore, illegal under federal law. Even~~ in ~~those~~this ~~states~~Annual inReport ~~which~~on ~~the~~Form ~~use of cannabis has been legalized pursuant to state law~~10-K, ~~its~~including ~~use, possession or cultivation remains a violation of federal law. A Schedule I controlled substance is defined as one that has no currently accepted medical use in~~ the ~~United~~information ~~States, a lack of safety for use~~ under ~~medical supervision and a high potential for abuse. The U.S. Department of Justice (the~~ “~~DOJ~~Risk Factors,”) ~~defines Schedule I controlled substances as~~ “~~the~~Management’s ~~most~~Discussion ~~dangerous~~and ~~drugs~~Analysis of ~~all~~Financial ~~the~~Condition drug schedules with potentially severe psychological or physical dependence.” If the federal government decides to enforce the CSA, persons that are charged with distributing, possessing with intent to distribute or growing cannabis could be subject to fines and~~/or~~ ~~terms~~Results of ~~imprisonment~~Operations,” ~~the maximum being life imprisonment~~ and athe ~~$50~~audited ~~million~~consolidated ~~fine,~~financial ~~even~~statements ~~though~~included ~~these~~elsewhere ~~persons are~~ in ~~compliance~~this ~~with state law~~report.

InITEM light of such conflict between federal laws and state laws regarding cannabis, the previous administration had effectively stated that it was not an efficient use of resources to direct federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical cannabis1A. ~~Although~~RISK they have not done so, the current administration could decide to strongly enforce the federal laws applicable to cannabis. See Justice Department Memo on Marijuana Enforcement discussed below. Any such change in the federal government’s enforcement of current federal laws could impact our planned business operation. Because the business activities of businesses, engaged in the medicinal cannabis industry, that we may direct our customers is illegal under federal law, we may be deemed to be aiding and abetting illegal activities through the location services that we provide to our customers, relative to the cannabis industry. As a result, we may be subject to actions by law enforcement authorities, which would materially and adversely affect our business. Legislation is currently pending in the U.S. Congress which would reclassify cannabis from Schedule 1 to Schedule 3. If enacted into law, such change could provide a material benefit to businesses engaged in the cultivation and sale of cannabis, including eligibility for federal tax deductions, access to the banking system and generally de-criminalizing the use or sale of cannabis where it is legal under applicable state laws.FACTORS

~~The~~As ~~current~~a ~~administration~~smaller ~~has~~reporting ~~indicated~~company, ~~that~~the itCompany ~~will~~is ~~closely~~not ~~scrutinize~~required to provide the ~~cannabis~~information ~~industry,~~required inby ~~particular~~this Item. However, ~~recreational~~the ~~marijuana.~~Company's ~~While~~business weinvolves dosignificant risks, including but not ~~directly~~limited ~~engage~~to: the Company's ability to continue as a going concern; dependence on a single executive officer; material weaknesses in ~~the~~internal ~~sale~~control orover ~~cultivation~~financial reporting; the federal illegality of cannabis,; ~~changes~~regulatory inuncertainty ~~laws,~~regarding ~~rules~~the Company's payment platform; absence of revenue; default on the Robbins LLP promissory note; potential limitations on net operating loss carryforwards under Section 382; and ~~regulations~~the ~~could~~Company's ~~have~~need afor ~~material~~additional ~~adverse~~financing. orInvestors ~~positive~~should ~~effect~~carefully consider these and other risks, uncertainties, and factors described throughout this Annual Report on ~~our~~Form ~~business~~10-K, including under “Forward-Looking Statements,” “Business,” "Legal Proceedings," and ~~financial~~“Management’s ~~condition~~Discussion and Analysis of Financial Condition and Results of Operations.”

~~Justice~~ITEM ~~Department~~1B. ~~Memo~~UNRESOLVED onSTAFF ~~Marijuana Enforcement~~COMMENTS

~~Because~~Not of the inconsistencies in federal and state law, on January 4, 2018, the Department of Justice (DOJ) issued a memo on federal marijuana enforcement policy announcing what it deemed to be a return to the rule of law and the rescission of previous guidance documents which would include the so called Cole Memorandumapplicable. Since the passage of the Controlled Substances Act in 1970, Congress has generally prohibited the cultivation, distribution, and possession of marijuana. In the memorandum, the Attorney General directed all U.S. Attorneys to enforce the laws enacted by Congress and to follow well-established principles when pursuing prosecutions related to marijuana activities. The DOJ asserts this return to the rule of law is also a return of trust and local control to federal prosecutors who know where and how to deploy Justice Department resources most effectively to reduce violent crime, stem the tide of the drug crisis, and dismantle criminal gangs.

OnITEM April 13, 2018 it was announced that President Donald Trump had promised Senate Republican Cory Gardner that he will support congressional efforts to protect states that have legalized marijuana, defusing a months-long standoff between Sen1C. Cory Gardner and the administration over Justice Department nominees. Trump told Gardner that despite the DOJ memo of January 4, 2018, the marijuana industry in Colorado will not be targeted. A bill has not been finalized, but discussion has commenced to find legislation that would, in effect, make clear the federal government cannot interfere with states that have voted to legalize marijuana.(1)CYBERSECURITY

~~(1) https://www.washingtonpost.com/politics/trump-gardner-strike-deal-on-legalized-marijuana-ending-standoff-over~~Risk ~~-justice-nominees/~~Management ~~2018/04/13/2ac3b35a-3f3a-11e8-912d-16c9e9b37800_story.html~~and Strategy

9The ~~Table~~Company ofutilizes ~~Contents~~various processes and procedures intended to identify, assess, and manage cybersecurity risks affecting its systems, operations, data, and third-party service providers. The Company relies substantially on third-party cloud-based software, payment processors, hosting providers, communication systems, and external technology vendors in connection with its operations and platform development activities.

~~January~~9 4,Table ~~2020 marked the two-year anniversary~~ of the “Sessions Memorandum” in which (then) Attorney General Jeff Sessions rescinded the Cole Memorandum and other Obama era DOJ guidance which essentially stated that DOJ would not prosecute state-compliant marijuana-related activity. Many saw the statement as a declaration of a new “War on Drugs.” However, a review of DOJ cases brought over the last two years reveals that the Trump Justice Department has largely adhered to the Obama Administration’s enforcement priorities.Contents

~~The~~Cybersecurity ~~Cole~~risks ~~Memorandum~~considered by the Company include unauthorized access to systems or data, ransomware, phishing attempts, business interruption, payment processing disruptions, loss of confidential information, and vulnerabilities involving third-party vendors or hosted infrastructure.

The ~~Cole~~Company’s ~~Memorandum stated~~cybersecurity ~~that~~processes ~~federal~~currently ~~cannabis~~include ~~enforcement~~periodic ~~resources~~review ~~would~~of besystem ~~concentrated~~access controls, use of third-party security features and monitoring tools where available, password and authentication controls, vendor oversight activities, data backup procedures, and periodic evaluation of technology-related operational risks. Due to the Company’s size and limited personnel, the Company relies significantly on ~~cases~~third-party ~~involving:~~service providers and external consultants to support certain technology, hosting, payment processing, and cybersecurity-related functions.

·As ~~Revenue~~of ~~from~~the date of this Annual Report on Form 10-K, the ~~sale~~Company is not aware of ~~cannabis~~any ~~going~~cybersecurity incident that has materially affected, or is reasonably likely to ~~criminal~~materially ~~enterprises~~affect, ~~gangs~~the Company’s business strategy, ~~and~~results ~~cartels~~of operations, or financial condition.

~~· State authorized cannabis activity being used as a cover or pretext for the trafficking of other illegal drugs or Other illegal activity,~~Governance

·Management ~~Violence~~is responsible for assessing and ~~the~~managing ~~use~~cybersecurity ofrisks ~~firearms~~as inpart of the ~~cultivation~~Company’s broader operational and ~~distribution~~financial risk management activities. Cybersecurity and technology-related matters may be reviewed periodically by management and the Board of ~~cannabis~~Directors, including risks associated with third-party service providers, operational systems, payment processing activities, data security, and business continuity.

·Due ~~Distribution~~to ofthe ~~cannabis~~Company’s limited personnel and early-stage operations, the Company does not currently maintain a dedicated internal cybersecurity department or formalized enterprise cybersecurity program. The Company intends to ~~minors~~continue evaluating and enhancing its cybersecurity processes, policies, and oversight procedures as operations and resources expand.

·ITEM ~~Diversion~~2. ~~of cannabis from states where it is legal under state law in some form to other states,~~PROPERTIES

·The ~~Drugged~~Company’s ~~driving~~principal ~~and~~executive ~~the~~office ~~exacerbation~~is oflocated ~~other~~at ~~adverse~~300 ~~public~~S. ~~health~~El ~~consequences~~Camino ~~associated~~Real, ~~with~~Suite ~~cannabis~~206, ~~use~~San Clemente, California 92672. The office space is currently provided by the Company’s Chief Executive Officer at no cost to the Company.

·ITEM ~~Growing~~3. ofLEGAL ~~cannabis on public lands and the attendant public safety and environmental dangers posed by cannabis production on public lands, and~~PROCEEDINGS

·On ~~Cannabis~~September ~~possession~~21, or2020, ~~use~~the onUnited ~~federal~~States ~~property~~District Court for the District of Hawaii issued an order in the action captioned In re Eco Science Solutions, Inc. Shareholder Derivative Litigation, Lead Civil No. 1:17-cv-00530-LEW-WRP (D. Haw.), preliminarily approving a proposed settlement. On December 3, 2020, the Court entered an Order and Final Judgment approving the settlement.

~~The~~10 ~~Cole~~Table ~~Memorandum~~of ~~also stated that:~~Contents

InPursuant ~~jurisdictions that have enacted laws legalizing marijuana in some form and that have also implemented strong and effective regulatory and enforcement systems~~ to ~~control~~ the ~~cultivation~~settlement, ~~distribution,~~among ~~sale,~~other and possession of marijuana, conduct in compliance with those laws and regulations is less likely to threaten the federal priorities set forth above. The primary question in all cases – and in all jurisdictions-should be whether the conduct at issue implicates one or more of the enforcement priorities listed above.things:

In· ~~other~~Jeffery ~~words,~~Taylor soresigned ~~long~~as Chairman of the Board and Don Taylor resigned as aChief ~~marijuana~~Financial ~~business~~Officer ~~complied~~and ~~with~~director ~~state~~of ~~law,~~the itCompany; ~~would~~· ~~not~~A. beCarl ~~subject~~Mudd was appointed to ~~federal~~serve ~~prosecution~~as ~~unless~~Chairman itof ~~violated~~the ~~one~~Board and Ombudsman; · certain former shareholders returned an aggregate of ~~the~~140,000 ~~Cole~~shares ~~Memorandum~~of ~~priorities. At~~common ~~his~~stock ~~confirmation~~to ~~hearing~~treasury infor ~~2018~~cancellation, ~~Attorney~~ ~~General~~after ~~Barr~~giving ~~suggested that~~effect ~~DOJ~~to ~~would~~the ~~not~~Company’s ~~prosecute~~May ~~state~~4, ~~compliant~~2026 ~~marijuana~~1-for-25 ~~activity~~reverse ~~but~~stock ~~has~~split; ~~left~~· the ~~Sessions~~Company ~~Memorandum~~issued in56,000 ~~place~~restricted asshares ~~official~~of ~~DOJ~~common ~~policy. Nevertheless~~stock to Robbins LLP, after giving effect to the ~~Sessions~~May ~~Memorandum~~4, ~~appears~~2026 reverse stock split; · the Company entered into a promissory note payable to ~~have~~Robbins ~~done~~LLP ~~little~~in the principal amount of $350,000; and · debt totaling $1,500,000 owed to ~~change~~Phenix ~~Obama~~Ventures ~~Administration~~LLC ~~policy~~was forgiven and cancelled.

10Pursuant ~~Table~~to the settlement and related governance reforms, on December 23, 2020, the Company appointed A. Carl Mudd to serve as Chairman of ~~Contents~~the Board and Ombudsman. Mr. Mudd’s role includes assisting the Company with implementation and monitoring of certain governance reforms, board oversight, corporate governance matters, compliance-related initiatives, and coordination between management and the Board of Directors.

AtIn ~~the~~connection ~~federal~~with ~~level~~his appointment, ~~marijuana~~the ~~remains~~Company ~~classified~~entered asinto a ~~Schedule~~Board IAdvisory ~~drug~~Agreement with Mr. Mudd pursuant to which he is entitled to receive an advisory fee of $10,000 ~~meaning~~per ~~it's~~month. ~~illegal~~Due ~~for~~to ~~any~~the ~~use~~Company’s limited liquidity, ~~but~~a ~~enforcement~~substantial isportion ~~generally~~of ~~lax~~such fees has historically been accrued. As disclosed in ~~states~~the ~~where~~accompanying ~~it's~~consolidated ~~legalized~~financial statements, ~~and~~ a ~~review~~portion toof ~~potentially~~accrued ~~move~~fees itowing to ~~Schedule~~Mr. ~~III~~Mudd iswas ~~underway~~settled through the issuance of common stock during the year ended January 31, 2026.

~~Here'~~Pursuant to the settlement, the Company also agreed to implement certain governance reforms and compliance-related initiatives, including matters relating to board oversight, governance policies, audit committee functions, internal controls, and related governance procedures. As of January 31, 2026, the Company has implemented certain of these governance reforms, including the appointment of Mr. Mudd as Chairman and Ombudsman, Board oversight of financial reporting and audit functions, and adoption of an Insider Trading Policy. Implementation of additional governance reforms, including establishment of a formal audit committee charter, remains ongoing and is dependent, in part, upon the Company’s financial resources and operational development. On May 22, 2026, the Board of Directors adopted a ~~more~~Code ~~detailed~~of ~~breakdown:~~ Business Conduct and Ethics applicable to all directors, officers, and employees of the Company in satisfaction of the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. The Company continues to evaluate the status of its compliance with the settlement-mandated governance reforms.

·Robbins ~~Federal~~LLP ~~Classification:~~Promissory Note. As described above, the Company issued a $350,000 promissory note to Robbins LLP in connection with the 2020 shareholder derivative settlement. The Robbins LLP promissory note is in default. As disclosed in Note 6 to the accompanying consolidated financial statements, the Company has accrued default interest on the Robbins LLP promissory note and continues to evaluate its alternatives with respect to satisfaction of the note. The Company is not currently aware of any pending litigation by Robbins LLP to collect the principal amount or accrued interest under the note. See also Item 13 — Certain Relationships and Related Transactions, and Director Independence.

~~Under~~Other ~~the~~than ~~Controlled~~as ~~Substances~~described ~~Act (CSA)~~above, ~~cannabis~~the Company is not currently ~~classified~~a asparty ato ~~Schedule~~any Imaterial ~~drug~~pending legal proceeding, ~~meaning~~and ~~it's~~management ~~considered~~is not aware of any material proceedings contemplated against the Company. The Company may from time to ~~have~~time abecome ~~high~~involved ~~potential~~in ~~for~~legal ~~abuse~~proceedings ~~and~~arising noin ~~accepted~~the ~~medical~~ordinary ~~use.~~course of business.

·ITEM ~~Federal~~4. ~~Enforcement:~~MINE SAFETY DISCLOSURES

~~Despite~~Not the federal prohibition, federal law enforcement generally does not actively pursue cases involving the possession, cultivation, or intrastate distribution of cannabis in states where such activities are legalapplicable.

·11 ~~State-Level~~Table ~~Legalization:~~of Contents

AsPART of November 2023, 24 states, along with the District of Columbia, Guam, the Northern Mariana Islands, and the U.S. Virgin Islands, have legalized recreational cannabis use, with most also allowing commercial sales. II

38Market ~~states, four out of five permanently inhabited U.S. territories, and the District of Columbia have legalized medical cannabis.~~ Information

·The ~~Decriminalization:~~Company’s common stock is quoted on the OTCID Market operated by OTC Markets Group Inc. under the trading symbol “ESSI.”

~~Some~~The ~~states~~Company’s ~~have~~securities ~~decriminalized~~were ~~cannabis~~initially ~~possession~~quoted on the OTC Markets in September 2010 under the name “Pristine Solutions, ~~meaning~~Inc.” ~~it'~~The Company subsequently changed its name to “Eaton Scientific Systems, Inc.” and later to “Eco Science Solutions, Inc.” During May 2017, trading in the Company’s nosecurities ~~longer~~was asuspended. ~~criminal~~On ~~offense~~October 6, ~~but~~2022, ~~may~~the ~~still~~registration ~~carry~~of ~~fines~~the orCompany’s ~~other~~securities ~~penalties~~was revoked by the Securities and Exchange Commission. On December 6, 2024, quotation of the Company’s common stock resumed on the OTC Markets under the trading symbol “ESSI.” On February 7, 2025, FINRA completed processing of the Company’s Form 211, permitting broker-dealers to resume publication of quotations for the Company’s common stock.

·On ~~Schedule~~May ~~III~~4, ~~Review:~~2026, the Company effected a 1-for-25 reverse stock split of its issued and outstanding common stock. Unless otherwise indicated, all share and per share amounts presented in this Annual Report on Form 10-K have been retroactively adjusted to reflect the reverse stock split.

The Drug Enforcement Administration (DEA) has initiated a review to potentially reclassify cannabis to Schedule III, which would mean it's considered to have a lower potential for abuse and has accepted medical uses. Holders

~~There~~As ~~is no guarantee that state laws legalizing and regulating the sale and use~~ of ~~marijuana will not be repealed or overturned, or that local governmental authorities will not limit~~ the ~~applicability~~date of ~~state~~this ~~laws~~Annual ~~within~~Report ~~their~~on ~~respective~~Form ~~jurisdictions. Unless and until the United States Congress amends the CSA with respect to marijuana (and as to the timing or scope of any such potential amendments there can be no assurance)~~10-K, there iswere aapproximately ~~risk~~88 ~~that~~holders ~~federal~~of ~~authorities~~record ~~may enforce current U.S. federal law. Currently, in the absence~~ of ~~uniform federal guidance, as had been established by~~ the ~~Cole~~Company’s ~~memorandum,~~common ~~enforcement priorities are determined by respective United States Attorneys~~stock.

Because the Department of Justice memorandums serve as discretionary agency guidance and do not constitute a force of law, cannabis related businesses have worked to continually renew the Rohrabacher Blumenauer Appropriations Amendment (originally the Rohrabacher-Farr Amendment) that has been included in federal annual spending bills since 2014. This amendment restricts the Department of Justice from using federals funds to prevent states with medical cannabis regulations from implementing laws that authorize the use, distribution, possession or cultivation of medical cannabis against regulated medical marijuana actors operating in compliance with state and local law. The Rohrabacher-Farr Amendment was included in the Consolidated Appropriations Act of 2019, which was signed by President Trump on February 14, 2019 and funds the departments of the federal government through the fiscal year ending September 30, 2019. In signing the Act, President Trump issued a signing statement noting that the Act “provides that the DOJ may not use any funds to prevent implementation of medical marijuana laws by various States and territories,” and further stating “I will treat this provision consistent with the President’s constitutional responsibility to faithfully execute the laws of the United States.” While the signing statement can fairly be read to mean that the executive branch intends to enforce the CSA and other federal laws prohibiting the sale and possession of medical marijuana, the president did issue a similar signing statement in 2017 and no major federal enforcement actions followed. On September 27, 2019, the Rohrabacher-Farr Amendment was temporarily renewed through a stopgap spending bill and was similarly renewed again on November 21, 2019. The Fiscal Year 2020 omnibus spending bill was ultimately passed on December 20, 2019, making the Rohrabacher-Farr Amendment effective through September 30, 2020. In signing the spending bill, President Trump again released a statement similar to the ones he made May 2017 and February 2019 regarding the Rohrabacher-Farr Amendment. On March 15, 2021 the amendment was renewed through the signing of the Fiscal Year 2022 omnibus spending bill, effective through September 30, 2022. Notably, Rohrabacher-Farr has applied only to medical marijuana programs and has not provided the same protections to enforcement against adult-use activities. If the Rohrabacher-Farr Amendment is no longer in effect, the risk of federal enforcement and override of state marijuana laws would increase.Dividends

11The ~~Table~~Company has not declared or paid any cash dividends on its common stock during the fiscal years ended January 31, 2026 and 2025. The Company currently intends to retain any future earnings, if any, to fund the development and growth of ~~Contents~~its business and does not presently anticipate paying cash dividends in the foreseeable future.

~~Since~~Recent ~~2014,~~Sales Congress has made immense strides in marijuana policy. The bipartisan Congressional Cannabis Caucus launched in 2017 and is headed by Representatives Dana Rohrabacher (CA-48), Earl Blumenauer (OR-03), Don Young (AK-At Large), and Jared Polis (CO-02). The group is “dedicated to developing policy reforms that bridge the gap between federal laws banning marijuana and the laws in an ever-growing number of ~~states~~Unregistered that have legalized it for medical or recreational purposes” Additionally, each year more Representatives and Senators sign on and cosponsor marijuana legalization bills including the CARERS Act, REFER Act and others. While there are different perspectives on the most effective route to end federal marijuana prohibition, Congressman Blumenauer and Senator Wyden introduced the three-bill package, Path to Marijuana Reform which would fix Section 280E of the Code, eliminate civil asset forfeiture and federal criminal penalties for businesses complying with state law, reduce barriers to banking, and would de-schedule, tax and regulate marijuana in 2017. Senator Booker has also introduced the Marijuana Justice Act, which would de-schedule marijuana, and in 2018 Congresswoman Barbara Lee introduced the House companion.Securities

~~Additionally,~~On onJanuary ~~June 7~~31, ~~2018~~2026, the ~~STATES~~Company ~~Act~~issued ~~was~~an ~~introduced~~aggregate ~~in the Senate by Republican Senator Cory Gardner~~ of Colorado and Democratic Senator Elizabeth Warren of Massachusetts. A companion bill was introduced in the House by Democratic representative Jared Polis of Colorado. The bill provides in relevant part that the provisions of the CSA22, ~~as applied to marijuana~~834,297 ~~“shall~~shares ~~not~~of ~~apply~~restricted tocommon ~~any~~stock ~~person acting~~ in ~~compliance~~connection with ~~state~~the ~~law~~settlement ~~relating~~and toconversion ~~the~~of ~~manufacture,~~accrued ~~production~~compensation, ~~possession,~~accounts ~~distribution~~payable, ~~dispensation,~~notes ~~administration~~payable, orconvertible ~~delivery of marihuana.” Even though marijuana will remain within Schedule I under the STATES Act~~notes, itand ~~makes~~accrued ~~the~~interest ~~CSA~~totaling ~~unenforceable~~approximately ~~to the extent it is in conflict with state law~~$15,984,008. InThe ~~essence,~~shares ~~the~~were ~~bill~~issued ~~extends~~at ~~the~~an ~~limitations~~adjusted ~~afforded~~stated byissuance ~~the~~price ~~Rohrabacher-Blumenauer protection within the federal budget − which prevents the Department~~ of Justice and the Drug Enforcement Agency from using funds to enforce federal law against state-legal medical cannabis commercial activity − to both medical and recreational cannabis activity in all states where it has been legalized$0.70 Byper ~~allowing~~share ~~continued~~after ~~prohibition~~giving toeffect be a choice by the individual states, the STATES Act does not fully legalize cannabis on a national level. In that respect, the bill emphasizes states’ rights under the Tenth Amendment, which provides that “the powers not delegated to the ~~United~~May ~~States by the Constitution~~4, ~~nor~~2026 ~~prohibited~~reverse bystock ~~it to the States, are reserved to the States respectively, or to the people~~split.”

~~Notwithstanding~~For ~~the~~financial ~~foregoing~~reporting purposes, ~~there is no guarantee that~~ the ~~current~~shares ~~presidential~~issued ~~administration~~in ~~will~~connection ~~treat~~with the ~~enforcement~~debt ofsettlement ~~marijuana~~transactions ~~regulations~~were asrecorded ~~low-priority~~at ~~enforcement~~their ofestimated ~~U.S.~~aggregate ~~federal~~fair ~~laws~~value ~~that~~of ~~conflict~~approximately ~~with~~$6.1 ~~state~~million ~~laws.~~based ~~Accordingly,~~on ~~there~~the ~~are~~estimated afair ~~number~~value of ~~significant~~the ~~risks~~common ~~associated~~stock ~~with~~on the ~~business~~date of ~~the~~issuance. ~~Company~~As ~~and~~a ~~unless~~result, ~~and until~~ the ~~United~~Company ~~States~~recognized ~~Congress~~gains ~~amends~~on ~~the~~debt ~~CSA~~settlement ~~with respect to medical~~ and~~/or~~ ~~adult-use~~extinguishment ~~cannabis~~representing ~~(and as to~~ the ~~timing~~excess ~~or scope~~ of ~~any such potential amendments there can be no assurance), there is a significant risk that federal authorities may enforce current federal law, and~~ the ~~business~~carrying value of the ~~Company~~liabilities ~~may~~extinguished beover ~~deemed~~the toestimated befair ~~producing,~~value ~~cultivating, extracting, or dispensing cannabis or aiding or abetting or otherwise engaging in a conspiracy to commit such acts in violation~~ of ~~federal law in~~ the ~~United~~equity ~~States~~instruments issued.

The ~~foregoing~~issuances ~~description~~were ofcompleted ~~laws~~in ~~and~~reliance ~~regulations~~upon toexemptions ~~which~~from weregistration ~~are~~under orSection ~~may~~4(a)(2) ~~be subject is not exhaustive, and the regulatory framework governing our operations is subject to continuous change. The enactment~~ of ~~new laws and regulations or~~ the ~~interpretation~~Securities ofAct ~~existing laws and regulations in an unfavorable way may affect the operation~~ of ~~our business~~1933, ~~directly~~as ~~or indirectly~~amended, ~~which could result in substantial regulatory compliance costs, civil~~ and/or ~~criminal~~Rule ~~penalties,~~506 ~~including fines, adverse publicity, loss~~ of ~~participating~~Regulation ~~dealers,~~D ~~lost~~promulgated ~~revenue, increased expenses, and decreased profitability~~thereunder. ~~Further,~~The ~~investigations~~recipients byrepresented ~~government~~their ~~agencies,~~intention ~~including~~to acquire the ~~FTC,~~securities ~~into~~for ~~allegedly~~investment ~~anticompetitive,~~only ~~unfair,~~and ~~deceptive~~not orwith ~~other~~a ~~business~~view ~~practices~~toward bydistribution. ~~us,~~Appropriate ~~could~~restrictive ~~cause~~legends uswere affixed to ~~incur~~the ~~additional~~certificates ~~expenses and, if adversely concluded, could result in substantial civil~~ or ~~criminal~~book-entry ~~penalties~~statements ~~and~~representing ~~significant~~the ~~legal liability~~securities.

12The ~~Table~~Company ofdid ~~Contents~~not issue any securities during the fiscal year ended January 31, 2025.

~~DOJ~~Issuer ~~Cases~~Purchases of Equity Securities

WeThe ~~reviewed DOJ~~Company ~~press releases on approximately 50 federal prosecutions involving marijuana during the period 2018-2020 and~~ did not ~~find~~repurchase ~~one~~any ~~that involved purely state compliant activity. In fact, almost all involved Cole Memorandum priorities – most commonly, organized crime, the use~~ of ~~firearms,~~its ~~and~~equity ~~trafficking~~securities ofduring ~~other illegal drugs. Those prosecutions which did not involve one of~~ the ~~Cole~~fiscal ~~Memorandum~~year ~~priorities~~ended ~~took~~January ~~place in states where recreational marijuana has not (or had not yet) been legalized~~31, ~~such as Texas, Oklahoma and Georgia~~2026.

~~This~~As ~~review~~of ~~also~~January ~~revealed~~31, ~~another~~2026, ~~federal enforcement priority not identified in~~ the ~~Cole~~Company ~~Memorandum~~had ~~– public corruption in the marijuana industry. For example~~24, ~~one~~992,656 ~~reported~~shares ~~case involved a former Maryland state delegate who allegedly took bribes in exchange for voting in favor~~ of acommon ~~bill~~stock toissued, ~~increase the number~~ of ~~medical~~which ~~marijuana~~40,000 ~~grower~~shares ~~and~~were ~~processing~~held ~~licenses~~as ~~available~~treasury tostock, anresulting out-of-state company. Another involved a police officer who used his official position to protect a marijuana trafficking business. One case involved a Border Patrol Agent who took bribes from a suspected drug trafficker in ~~exchange for information about Customs Border Protection surveillance. Another involved the prosecution of the Mayor of Fall River~~24, ~~Massachusetts for extorting more than $250~~952,~~000~~656 inshares ~~bribes~~of ~~from~~common ~~cannabis~~stock ~~businesses in return for assistance with licenses~~outstanding.

InAs ~~such~~of ~~official~~January ~~extortion cases~~31, ~~legitimate marijuana businesses~~2025, ~~far~~the ~~from~~Company ~~being~~had ~~prosecuted~~approximately 2,158,359 ~~are~~shares ~~actually~~of ~~treated~~common asstock ~~victims.~~issued, ~~We did not identify any cases involving the prosecution~~ of ~~financial~~which ~~institutions~~40,000 ~~for~~shares ~~laundering~~were ~~marijuana~~held ~~proceeds.~~as ~~Nor~~treasury ~~did~~stock, weresulting ~~identify~~in ~~any~~approximately ~~cases~~2,118,359 ~~involving~~shares ~~the prosecution~~ of ~~ancillary~~common ~~legitimate~~stock ~~businesses that supported marijuana businesses by providing them with otherwise legitimate products or services~~outstanding.

~~Between~~ITEM ~~2020 and 2022, press releases published by the DOJ show that prosecutions regarding cannabis were relative to bribes being taken by city officials regarding opening of dispensaries of cannabis~~6. [RESERVED]

Finally, almost all of the DOJ press releases express appreciation to state and local law enforcement and many cited the Organized Crime Drug Enforcement Task Force (OCDETF) program, a federal multi-agency, multi-jurisdictional task force that supplies supplemental federal funding to federal and state agencies to help them disrupt and dismantle drug trafficking organizations[Reserved. Such statements indicate the great extent to which federal narcotics enforcement is dependent on assistance from state and local law enforcement. As long as this remains the case, state compliant behavior is unlikely to be prosecuted, regardless of DOJ’s publicly stated policy.]

~~Prosecutions~~12 ~~for~~Table ~~offenses~~of involving marijuana continue to decline, reflecting discretionary decisions by DOJ amid the state-level legalization movement. While prior Obama-era guidance urging such discretion was rescinded under the Trump administration, the department has not signaled a renewed interest in going after individuals for simply possessing or using marijuana.1Contents

AITEM ~~separate analysis from the federal U~~7. MANAGEMENT’S. ~~Sentencing~~DISCUSSION ~~Commission~~AND ~~(USCC)~~ANALYSIS ~~that~~OF ~~was~~FINANCIAL ~~released~~CONDITION inAND ~~March~~RESULTS ~~also~~OF ~~found that federal prosecutions over marijuana dropped again in 2021, with fewer than 1,000 people charged in cannabis trafficking cases. In 2020, USCC documented 1,118 cannabis cases. (1)~~OPERATIONS

~~Data~~The ~~from~~following discussion and analysis should be read in conjunction with the ~~FBI~~Company’s ~~that~~audited ~~was~~consolidated ~~released~~financial statements and related notes included elsewhere in ~~late~~this ~~2020~~Annual ~~showed~~Report on Form 10-K. The following discussion contains forward-looking statements that, ~~for~~involve ~~the~~risks ~~first~~and ~~time~~uncertainties. Actual results may differ materially from those discussed in ~~four~~the ~~years~~forward-looking statements as a result of various factors, ~~cannabis~~ ~~arrests~~including ~~declined~~those ~~nationally.~~discussed ~~(1)~~elsewhere in this Annual Report on Form 10-K.

~~While~~The ~~there~~Company’s ~~might~~consolidated ~~not~~financial bestatements aare ~~single~~prepared ~~factor~~in ~~contributing~~accordance towith ~~these~~accounting ~~trends,~~principles itgenerally ~~seems~~accepted ~~likely~~in tothe ~~continue—both~~United ~~because~~States ~~more~~of ~~states~~America ~~are~~(“U.S. ~~working~~GAAP”) ~~to end prohibition~~ and ~~because~~are ~~the~~presented ~~federal~~in ~~Justice~~United ~~Department~~States isdollars. ~~now~~Unless ~~being~~otherwise ~~led~~indicated, byall anshare ~~attorney~~and ~~general~~per ~~who~~share ~~has~~amounts ~~repeatedly~~presented ~~said~~herein ~~that low-level~~have ~~marijuana~~been ~~enforcement~~retroactively isadjusted ato ~~waste~~reflect ~~of resources. At~~ the ~~same~~Company’s ~~time,~~1-for-25 ~~congressional~~reverse ~~lawmakers~~stock ~~are~~split ~~also~~effective ~~taking~~May ~~steps~~4, ~~to legalize at the federal level~~2026. ~~(1)~~

~~Industrial Hemp~~Overview

~~Industrial~~Eco ~~hemp~~Science isSolutions, ~~now~~Inc. ~~legal~~(“ESSI,” in the ~~U.S.~~“Company,” ~~which~~“we,” ~~advocates~~“our,” ~~hope~~or ~~could~~“us”) ~~eventually~~is ~~loosen~~focused ~~laws~~on ~~around~~ the ~~popular~~development ~~marijuana~~and ~~extract~~commercialization ~~CBD~~of enterprise software and financial technology solutions intended to support businesses operating in regulated and operationally complex industries.

The ~~2018~~Company’s ~~farm~~primary ~~bill~~software ~~which~~platforms ~~legalized~~are ~~hemp~~HERBO, ~~including~~ a ~~variety~~cloud-based ofenterprise ~~cannabis~~resource ~~that~~planning ~~does~~(“ERP”) ~~not~~and ~~produce~~accounting ~~the~~platform, ~~psychoactive~~and ~~component~~HERBO ~~of marijuana~~Pay, ~~paved the way to legitimacy for~~ an ~~agricultural~~integrated ~~sector~~payment ~~that has been operating on the fringe of the law. Industrial hemp has made investors~~ and ~~executives~~financial ~~swoon~~technology ~~because~~platform ofdesigned ~~the~~to ~~potential~~support ~~multibillion-dollar~~payment ~~market for cannabidiol~~workflows, ~~or CBD~~onboarding, atransaction ~~non-psychoactive compound that has started to turn up in beverages~~monitoring, ~~health products~~ and ~~pet~~operational ~~snacks, among other products~~integration.

~~Currently, it appears that CBD will remain largely off-limits for ingestible products.~~ The ~~Food~~Company ~~and~~is ~~Drug~~currently ~~Administration~~in ~~issued a statement saying that despite~~ the ~~new~~early ~~status~~stages of ~~hemp,~~commercialization ~~CBD~~of isits ~~still~~software ~~considered~~platforms. aDuring ~~drug~~the ~~ingredient~~fiscal ~~and~~years ~~remains~~ended ~~illegal~~January ~~to add to food or health products without the agency’s approval~~31, ~~disappointing~~2026 ~~many~~and ~~hemp advocates~~2025, ~~who said they will continue to work to convince~~ the ~~FDA~~Company todid ~~loosen~~not ~~its~~generate ~~CBD rules~~revenue. ~~The~~Subsequent ~~FDA~~to ~~said~~January ~~some hemp ingredients~~31, ~~such as hulled hemp seeds~~2026, ~~hemp~~the ~~seed~~Company ~~protein~~commenced ~~and~~limited ~~hemp~~onboarding ~~seed~~of ~~oil,~~initial ~~are~~paying ~~safe~~customers ~~in food~~ and ~~won’t~~early-stage ~~require~~commercial ~~additional~~implementation ~~approvals~~activities.

The ~~farm~~Company’s ~~bill~~operations ~~places~~have ~~industrial~~historically ~~hemp,~~been ~~which~~funded isprimarily ~~defined~~through asrelated aparty ~~cannabis~~advances, ~~plant~~convertible ~~with~~notes, ~~under~~loans, ~~0.3%~~and issuances of ~~tetrahydrocannabinol,~~equity orsecurities. ~~THC,~~During ~~under~~ the ~~supervision~~year ofended ~~the~~January ~~Agriculture~~31, ~~Department~~2026, ~~and~~the ~~removes~~Company ~~CBD~~completed ~~from~~substantial ~~the~~debt ~~purview~~settlement oftransactions through the ~~Controlled~~issuance ~~Substances~~of ~~Act~~common stock, ~~which~~resulting ~~covers~~in ~~marijuana.~~significant ~~The~~reductions ~~law~~in ~~also~~liabilities ~~“explicitly” preserved~~and the ~~Food~~recognition ~~and~~of ~~Drug~~gains ~~Administration’s~~on ~~authority to~~debt ~~regulate~~settlement ~~products~~and ~~containing cannabis, or cannabis-derived compounds~~extinguishment.

~~_______________________~~Results of Operations

~~1 Federal~~Comparison ~~Marijuana~~of ~~Arrests~~Fiscal ~~Continue~~Years ToEnded ~~Drop~~January ~~Amid Legalization Movement~~31, ~~New~~2026 ~~Justice~~and ~~Department Report Shows; Kyle Jaeger. May 23, 2022~~2025

13Revenue ~~Table~~and Cost of ~~Contents~~Revenue

~~Anti-Money~~During ~~Laundering~~the ~~Laws~~fiscal years ended January 31, 2026 and ~~Access~~2025, tothe ~~Banking~~Company generated no revenue and incurred no costs of revenue.

~~Due~~13 toTable ~~the CSA categorization~~ of marijuana as a Schedule I drug, U.S. federal law makes it illegal for financial institutions that depend on the Federal Reserve’s money transfer system to take any proceeds from marijuana sales as deposits. Banks and other financial institutions could be prosecuted and possibly convicted of money laundering for providing services to cannabis businesses under the United States Currency and Foreign Transactions Reporting Act of 1970 (the “Bank Secrecy Act”). Under U.S. federal law, banks or other financial institutions that provide a cannabis business with a checking account, debit or credit card, small business loan, or any other service could be found guilty of money laundering or conspiracy.Contents

~~While~~Operating there has been no change in U.S. federal banking laws to account for the trend towards legalizing medical and recreational marijuana by U.S. states, FinCEN has issued guidance advising prosecutors of money laundering and other financial crimes not to focus their enforcement efforts on banks and other financial institutions that serve marijuana-related businesses, so long as that business is legal in their state and none of the federal enforcement priorities are being violated (such as keeping marijuana away from children and out of the hands of organized crime). The FinCEN guidance also clarifies how financial institutions can provide services to marijuana-related businesses consistent with their Bank Secrecy Act obligations, including thorough customer due diligence, but makes it clear that they are doing so at their own risk.Expenses

~~Due~~The tofollowing ~~the~~table ~~fear~~summarizes byoperating ~~financial~~expenses ~~institutions of being implicated in or prosecuted~~ for ~~money laundering, cannabis businesses are often forced into becoming “cash-only” businesses. As banks and other financial institutions in~~ the ~~U.S.~~fiscal ~~are~~years ~~generally~~ended ~~unwilling~~January ~~to risk a potential violation of federal law without guaranteed immunity from prosecution~~31, ~~most~~2026 refuse to provide any kind of services to cannabis businesses. Despite the attempt by FinCEN to legitimize cannabis banking, in practice its guidance has not made banks much more willing to provide services to cannabis businesses. This is because, as described above, the current law does not guarantee banks immunity from prosecution, and it also requires banks and other financial institutions to undertake time-consuming and costly due diligence on each cannabis business they take on as a customer. Recently, some banks that have been servicing cannabis businesses have been closing accounts operated by cannabis businesses and are now refusing to open accounts for new cannabis businesses for the reasons enumerated above.2025:

The few credit unions who have agreed to work with cannabis businesses are limiting those accounts to no more than 5% of their total deposits to avoid creating a liquidity risk. Since the federal government could change the banking laws as it relates to cannabis businesses at any time and without notice, these credit unions must keep sufficient cash on hand to be able to return the full value of all deposits from cannabis businesses in a single day, while also servicing the need of their other customers.

Operating Expenses	FY2026		FY2025		Variance
Management and consulting fees	$	502,000	$	503,281	$	(1,281	)
Accounting, audit and legal fees		101,290		140,554		(39,264	)
Research and development		307,867		331,578		(23,711	)
General and administrative expenses		47,195		49,726		(2,531	)
Total operating expenses	$	958,352	$	1,025,139	$	(66,787	)

14Management ~~Table~~and ofconsulting ~~Contents~~fees remained relatively consistent year over year. During fiscal 2026, certain consulting agreements expired and were not renewed.

~~The~~Accounting, ~~Secure~~audit and ~~Fair~~legal ~~Enforcement~~fees ~~(SAFE)~~decreased ~~Banking~~during ~~Act,~~fiscal a2026 ~~proposed~~primarily ~~legislation~~due ~~aimed at allowing banks~~ to dolower ~~business~~accounting ~~with~~and ~~companies~~audit-related ~~operating~~expenditures ~~legally~~compared ~~within states that have legalized marijuana, had the potential~~ to ~~change~~ the ~~way~~prior ~~the~~fiscal ~~marijuana industry operates~~year.

~~The~~Research ~~measure would prohibit federal regulators from punishing financial institutions for providing services to cannabis companies, their owners,~~ and ~~employees.~~development Itexpenses ~~would~~decreased ~~also~~during ~~clarify~~fiscal ~~that~~2026 ~~funds~~as ~~obtained~~the ~~from~~Company ~~state-regulated~~reduced ~~and~~certain ~~compliant~~development ~~cannabis~~expenditures ~~businesses~~relating ~~would~~to ~~not~~enhancements ~~be considered as proceeds from illegal activity~~ and ~~provide~~expansion ~~protection~~of ~~against~~the ~~federal~~HERBO ~~liability~~software ~~for~~suite ~~banks, insurers,~~ and ~~other~~related ~~financial~~platform ~~institutions that work with such companies~~functionality.

~~Despite~~General ~~widespread support, the bill failed to pass in Congress, leaving communities at risk of crime~~ and ~~cannabis~~administrative ~~businesses~~expenses ~~operating~~remained ~~solely~~relatively ~~with~~consistent ~~cash.~~year ~~But~~over ~~what could have been the impact of this legislation on the industry?~~year.

The ~~SAFE~~Company ~~Banking~~recorded ~~Act~~operating ~~was~~losses ~~not~~of ~~approved by Congress in December~~$958,352 ~~leaving communities at risk of crime~~ and ~~forcing~~$1,025,139 ~~cannabis~~during ~~businesses~~the tofiscal ~~operate~~years ~~solely~~ended ~~with~~January ~~cash. Additionally~~31, ~~these~~2026 ~~businesses will continue to lack access to financial services from banks~~ and ~~other~~2025, ~~institutions~~respectively.

InOther ~~2022,~~Income the SAFE Banking Act was close to being voted on in the Senate but ultimately did not pass during the lame-duck session. The bill had already passed seven times in the House, but the Senate did not give it a vote. The limited time available during the lame-duck session, where must-pass bills such as the National Defense Authorization Act (~~NDAA~~Expense) and the Fiscal 2023 appropriations bills were prioritized, prevented the SAFE Banking Act from being passed as a standalone bill or as a rider on one of those bills. Despite the efforts of supporters, the bill did not make it to the Senate floor due to a lack of time and competing priorities.

~~State~~14 ~~Border~~Table ~~Regulation~~of Contents

~~Another~~The ~~aspect~~following oftable ~~federal~~summarizes ~~law~~other isincome ~~that it provides that cannabis~~ and ~~cannabis~~expense products may not be transported across state lines in the United States. As a result, all cannabis consumed in a state must be grown and produced in that same state. This dynamic could make it more difficult for the ~~Company,~~fiscal inyears ~~the~~ended ~~short~~January ~~term~~31, to2026 ~~maintain a balance between supply~~ and demand. If excess cultivation and production capacity is created in any given state and this is not matched by increased demand in that state, then this could exert downward pressure on the retail price for the products the Company sells. If too many retail licenses are offered by state authorities in any given state, then this could result in increased competition and exert downward pressure on the retail price for the products the Company sells. On the other hand, if cultivation and production in a state fails to match demand then, in the short term, there could be insufficient supply of product in a state to meet demand and while the Company may be able to raise its prices there could be inadequate product availability in the short term, causing the Company’s revenue in that state to fall or to not grow to its full potential.2025:

United States Border Entry

Other Income (Expense)	FY2026			FY2025
Interest expense	$	(124,613	)	$	(76,549	)
Gain on debt forgiveness		343,833			—
Gain on debt settlement		10,181,351			—
Total other income (expense)	$	10,400,571		$	(76,549	)

~~The~~Interest ~~United~~expense ~~States~~during ~~Customs~~fiscal ~~and~~2026 ~~Border~~primarily ~~Protection,~~related ~~or CBP, enforces the laws of the United States as they pertain~~ to ~~lawful~~convertible ~~travel and trade into and out of the U.S. Crossing the border while in violation of the CSA and other related United States federal laws may result in denied admission~~notes, ~~seizures,~~loans ~~fines~~payable, and ~~apprehension.~~accrued ~~CBP~~default ~~officers~~interest ~~administer~~associated ~~determine~~with the ~~admissibility~~Robbins ofLLP ~~travelers~~promissory ~~who are non-U~~note.S. citizens into the United States pursuant to the United States Immigration and Nationality Act. An investment in the Subordinate Voting Shares, if it became known to CBP, could have an impact on a non-U.S. citizen’s admissibility into the United States and could lead to a lifetime ban on admission.

~~Because~~During ~~marijuana~~fiscal ~~remains illegal under United States federal law~~2026, ~~those~~the ~~investing~~Company incompleted ~~Canadian~~debt ~~companies~~settlement ~~with~~transactions ~~operations~~pursuant into ~~the~~which ~~United~~accrued ~~States~~liabilities, ~~cannabis~~convertible ~~industry could face detention~~notes, ~~denial~~accounts ~~of entry~~payable, orrelated ~~lifetime~~party ~~bans from the United States for their business associations with United States marijuana businesses. Entry happens at the sole discretion of CBP officers on duty~~obligations, and ~~these~~accrued ~~officers~~interest ~~have~~were ~~wide~~settled ~~latitude~~through ~~to ask questions to determine~~ the ~~admissibility~~issuance of acommon ~~non-US citizen or foreign national~~stock. ~~The~~For ~~government~~financial ofreporting ~~Canada has started warning travelers that previous use of marijuana~~purposes, ~~or any substance prohibited by United States federal laws, could mean denial of entry to~~ the ~~United~~equity ~~States.~~instruments ~~Business~~issued ~~or financial involvement~~ in ~~the~~connection ~~marijuana~~with ~~industry~~these intransactions ~~the~~were ~~United~~recorded ~~States~~at ~~could~~their ~~also~~estimated befair ~~reason~~value ~~enough~~on ~~for CBP to deny entry. On September 21, 2018, CBP released a statement outlining its current position with respect to enforcement of~~ the ~~laws~~date of the United States. It stated that Canada’s legalization of cannabis will not change CBP enforcement of United States laws regarding controlled substances and because marijuana continues to be a controlled substance under United States lawissuance, ~~working~~resulting in ~~or facilitating~~ the ~~proliferation~~recognition of ~~the~~substantial ~~legal~~gains ~~marijuana~~on ~~industry~~debt insettlement ~~U.S. states where it is deemed legal may affect admissibility to the United States. As a result, CBP has affirmed that, employees, directors, officers, managers~~ and ~~investors of companies involved in business activities related to marijuana in the United States who are not United States citizens, face the risk of being barred from entry into the United States~~extinguishment.

15Net ~~Table~~Income ~~of Contents~~(Loss)

~~Tax~~As ~~Concerns~~a result of the matters discussed above, the Company reported net income of $9,442,219 during the fiscal year ended January 31, 2026, as compared to a net loss of $1,101,688 during the fiscal year ended January 31, 2025. The increase was primarily attributable to gains recognized on debt settlement and debt forgiveness transactions completed during fiscal 2026.

AnLiquidity additional challenge to cannabis-related businesses is that the provisions of the Code, Section 280E, are being applied by the United States Internal Revenue Service to businesses operating in the medical and ~~adult~~Capital use cannabis industry. Section 280E of the Code prohibits cannabis businesses from deducting their ordinary and necessary business expenses, forcing them to pay higher effective federal tax rates than similar companies in other industries. The effective tax rate on a cannabis business depends on how large its ratio of non-deductible expenses is to its total revenues. Therefore, businesses in the legal cannabis industry may be less profitable than they would otherwise be.Resources

~~Overall,~~The ~~the~~following ~~United~~table ~~States~~summarizes ~~federal~~selected ~~government~~balance ~~has~~sheet ~~specifically~~information reserved the right to enforce federal law in regard to the sale and disbursement of medical or adult-use marijuana even if such sale and disbursement is sanctioned by state law. Accordingly, there are a number of significant risks associated with the business of the Company and unless and until the United States Congress amends the CSA with respect to medical and/or adult-use cannabis (and as ~~to the timing or scope~~ of ~~any~~January ~~such potential amendments there can be no assurance)~~31, ~~there~~2026 ~~is a significant risk that federal authorities may enforce current federal law,~~ and the business of the Company may be deemed to be producing, cultivating, extracting, or dispensing cannabis or aiding or abetting or otherwise engaging in a conspiracy to commit such acts in violation of federal law in the United States.2025:

Employees

Selected Financial Data	January 31, 2026			January 31, 2025
Cash	$	32,699		$	2,817
Prepaid expenses		38,125			4,455
Total current assets		70,824			7,272
Intangible assets		100,000			100,000
Total liabilities		1,194,853			16,669,544
Working capital deficit		(1,124,029	)		(16,662,272	)
Accumulated deficit		(69,284,053	)		(78,726,272	)

WeThe ~~have~~significant ~~three~~reduction ~~(3)~~in ~~employees,~~liabilities ~~inclusive of our executive officers~~ and ~~directors~~accumulated ~~and~~deficit ~~one~~during ~~special~~fiscal ~~consultant~~2026 ~~under~~was ~~contract as~~primarily ofattributable ~~January~~to ~~31,~~the ~~2025. We~~Company’s ~~have~~debt ~~various~~settlement ~~additional~~and ~~consultants~~debt ~~retained~~forgiveness totransactions ~~assist~~completed inon ~~the~~January ~~development~~31, ~~of our business objectives~~2026.

~~Competition~~15 Table of Contents

~~Our~~As ~~primary~~of ~~competitors~~January ~~in the Small-and-Medium-Sized Business “SMB” accounting software market include well-established brands such as QuickBooks~~31, ~~Xero~~2026, ~~FreshBooks,~~the ~~Zoho,~~Company ~~and~~had ~~Wave.~~limited ~~These~~cash ~~companies~~resources ~~offer~~and ~~various~~continued ~~financial management solutions targeting small~~ to ~~medium-sized~~experience ~~businesses.~~negative ~~While~~cash ~~some~~flows offrom these competitors focus on basic accounting features or freelance markets, our platform differentiates itself by providing customizable, AI-driven accounting tools that integrate seamlessly with ERP modulesoperations. ~~This~~The ~~allows~~Company’s usoperations tohave ~~address~~historically ~~specific~~been ~~SMB~~funded ~~pain~~through ~~points~~ related toparty ~~automation~~loans, ~~scalability~~convertible notes, ~~and~~equity ~~integration~~issuances, ~~offering a more comprehensive solution to streamline financial operations~~ and ~~improve~~other ~~overall~~financing ~~business efficiency~~arrangements.

~~ITEM~~Cash ~~1A. RISK FACTORS.~~Flows

~~Not~~The ~~required~~following table summarizes cash flows for athe ~~“smaller~~fiscal ~~reporting~~years ~~company”.~~ended January 31, 2026 and 2025:

ITEM 1B – UNRESOLVED STAFF COMMENTS

Cash Flow Activity	FY2026			FY2025
Net cash used in operating activities	$	(367,781	)	$	(319,829	)
Net cash used in investing activities		—			—
Net cash provided by financing activities		397,663			320,540

~~N/A~~Net cash used in operating activities during fiscal 2026 primarily reflected ongoing operating expenses associated with software development, consulting, professional fees, and general corporate activities.

~~ITEM~~Net 1Ccash -provided ~~CYBERSECURITIES~~by financing activities during fiscal 2026 primarily reflected proceeds from related party advances and loans.

~~Risk~~Subsequent ~~Management and Strategy~~Events

~~The~~Reverse ~~Company~~Stock ~~invests~~Split. On inMay ~~information~~4, ~~technology~~2026, ~~systems~~following ~~for~~stockholder ~~its Herbo website. Such investments~~authorization, ~~including~~ the ~~implementation~~Company ofeffected ~~technology~~a ~~updates,~~1-for-25 ~~improves~~reverse ~~the~~stock ~~Company’s~~split ~~customers’~~of ~~experience,~~its issued and ~~supports~~outstanding ~~both~~common ~~compliance~~stock. ~~and~~The ~~internal~~reverse ~~controls.~~stock ~~The~~split ~~Company~~was isprocessed ~~actively~~by ~~attempting~~FINRA toas ~~identify~~effective ~~and~~on ~~manage~~May ~~cybersecurity~~4, ~~risks~~2026. ~~Protecting~~All ~~company~~share ~~data,~~and ~~non-public~~per ~~customer~~share ~~and~~amounts ~~employee~~presented ~~data,~~in ~~and~~this ~~the~~Annual ~~systems~~Report ~~that~~on ~~collect,~~Form ~~process,~~10-K ~~and~~have ~~maintain~~been ~~this~~retroactively ~~information~~adjusted isto areflect ~~Company~~the ~~Priority~~reverse stock split.

16March ~~Table~~9, 2026 Stockholder Consent. On March 9, 2026, the Company received the written consent of ~~Contents~~holders of a majority of the Company’s outstanding common stock authorizing the May 4, 2026 reverse stock split and related corporate actions.

~~Cybersecurity~~Other ~~Risk~~than as described above and in Note 11 to the accompanying consolidated financial statements, the Company is not aware of any subsequent events that would require disclosure or adjustment to the consolidated financial statements as of January 31, 2026.

InPlan ~~recent years there has been an increased risk~~ of information and security risks due to increased sophistication and activities of perpetrators of cyber attacks. The computers are used for our everyday business operations including mobile devices and other online means of activities to connect with our customers, employees, suppliers, and other parties. This extensive use gives rise to cybersecurity risks such as system disruption, theft, and release of confidential information. There is sensitive information stored in the systems and intellectual property, including employees, customers and other financial information.Operations

InThe ~~the~~Company ~~future~~intends ~~we may be required~~ to ~~expend additional resources to~~ continue todevelopment, ~~enhance~~commercialization, ~~information security measures to investigate~~ and ~~remediate~~customer ~~any~~onboarding ~~information~~activities ~~security~~relating ~~vulnerabilities.~~to ~~We can provide no assurance that~~ the ~~measures~~HERBO ~~we have implemented to prevent security breaches~~ and ~~cyber~~HERBO ~~incidents~~Pay ~~will be effective in the event of a cyber-attack~~platforms. ~~Our~~Management’s ~~Directors~~current dooperational ~~not~~focus ~~have enough expertise to monitor and manage such risks and will need to rely upon others to help us stay vigilant, process, report, and remediate any incidents.~~includes:

~~Item~~· 2expansion of software functionality and integrations; · onboarding of initial customers; · development of recurring SaaS revenue opportunities; · payment and onboarding workflow expansion; · operational scalability; · enhancement of compliance-related functionality; and · obtaining additional working capital and financing resources. ~~Properties~~

~~The~~16 ~~Company’s~~Table ~~corporate headquarters are located at 300 S. El Camino Real #206, San Clemente, CA 92672, which space is provided by our Chief Executive Officer free~~ of ~~charge.~~ Contents

~~Item~~The 3Company expects to continue relying on related party funding, debt financing, equity issuances, and other external financing arrangements until sufficient recurring revenues can be generated from operations. ~~Legal~~There ~~Proceedings~~can be no assurance that the Company will be successful in obtaining additional financing on acceptable terms, or at all.

OnFuture ~~October~~financing ~~20,~~activities ~~2017,~~may aresult ~~purported~~in ~~shareholder~~dilution ofto ~~the~~existing ~~Company~~stockholders, ~~Mr. Ian Bell, filed a verified stockholder derivative complaint against~~ the ~~Individual~~issuance ~~Defendants in the United States District Court for the District~~ of ~~Hawaii~~additional ~~(the~~equity ~~“First Hawaii Complaint”). On January 11~~securities, ~~2018, a purported shareholder of~~ the ~~Company,~~incurrence ~~Mr. Marc D’ Annunzio, filed a verified stockholder derivative complaint against the Individual Defendants in the United States District Court for the District~~ of ~~Hawaii (the “Second Hawaii Complaint”). On February 9~~debt, 2018, the Hawaii federal court consolidated the First Hawaii Complaint and the Second Hawaii Complaint (the “Consolidated Hawaii Action”). On December 10, 2018, plaintiffs in the Consolidated Hawaii Action filed their amended complaint (the “Amended Hawaii Complaint”). The Company is identified as a nominal defendant, against which no claims are plead. The Amended Hawaii Complaint arises out of alleged materially false and misleading statements or ~~omissions~~other ~~from~~financing ~~SEC~~arrangements ~~filings~~that ~~and/or~~could ~~public~~adversely ~~statements~~affect byexisting ~~or on behalf of the Company~~stockholders. The Amended Hawaii Complaint asserts claims on behalf of the Company for breach of fiduciary duty against the Taylors and Mr. Lewis and Mr. Oveson, for aiding and abetting breaches of fiduciary duties against Mr. Lewis and Mr. Oveson, for aiding and abetting breaches of fiduciary duties against Mr. Giguiere, for waste of corporate assets against the Individual Defendants, and for unjust enrichment against the Individual Defendants. The Amended Hawaii Complaint seeks damages for the alleged breaches of fiduciary duties, aiding and abetting, waste and unjust enrichment, demands restitution and disgorgement and requests an order directing the Company and all individual defendants to take all necessary actions to reform and improve the Company’s corporate governance in order to avoid any alleged future harm to the Company.

17Going ~~Table of Contents~~Concern

OnThe ~~September~~Company ~~21,~~has ~~2020,~~incurred ~~the~~recurring ~~United~~operating ~~States~~losses District Court for the District of Hawaii issued an order in the action captioned In re Eco Science Solutions, Inc. Shareholder Derivative Litigation Lead Civil No. 1:17-cv-00530-LEW-WRP (D. Haw.), preliminarily approving a proposed settlement (the “Settlement”) as set forth in a Stipulation of Settlement dated September 21, 2020 (the “Stipulation”), by and ~~among~~negative ~~(i)~~operating ~~plaintiffs~~cash ~~Mr.~~flows ~~Ian Bell~~ and ~~Mr.~~ ~~Marc~~has D’not ~~Annunzio,~~yet ~~individually~~generated ~~and~~significant ~~derivatively~~recurring onrevenues ~~behalf~~from ~~of Eco Science Solutions Inc~~operations. ~~(the~~As ~~“ESSI or the Company”); (ii) certain~~ of ~~the~~January ~~Company’s~~31, ~~current and former officers~~2026, ~~directors and consultants; and (iii)~~ the Company~~. Pursuant~~ tohad ~~the Court’s Preliminary Approval Order,~~ a ~~hearing~~working ~~was~~capital ~~held~~deficit onof ~~November 17~~$1, ~~2020~~124,029 ~~before the Honorable Leslie Kobayashi, in the United States District Court for the District of Hawaii~~ and ~~approved terms of Settlement for~~ an ~~Order~~accumulated ~~issued~~deficit ~~December~~of 3$69, ~~2020~~284, ~~including the following:~~053.

	(1)	The resignation of Jeffery Taylor as Chairman of the Board to the Company; and Don Taylor as Chief Financial Officer and a member of the Board of Directors;
	(2)	Appointment of Carl Mudd or such individual with similar background and qualifications to serve as Ombudsman and as Chairman of the Board.
	(3)	The following shareholders have been ordered to return a cumulative total of 3,500,000 shares of the Company’s common stock to treasury for cancellation, as set out herein: (a) Gannon Giguiere – 1,500,000 shares; (b) Jeffery Taylor – 750,000 shares; (c) Don Taylor – 750,000 shares; (d) L John Lewis – 250,000 shares; and (e) S Randall Oveson – 250,000 Shares
	(4)	The Company shall issue 1,400,000 restricted common stock to the law firm of Robbins, LLP, as consideration for attorney fees;
	(5)	The Company shall enter into a Promissory Note with the law firm of Robbins, LLC for in the amount of Three Hundred Fifty Thousand Dollars ($350,000) with respect to legal fees incurred, note bearing interest at a rate of six (6%) percent per annum calculated monthly with all interest and principal due and payable no later than three (3) years from the date of the final Settlement approval;
	(6)	Debt in the amount of One Million Five Hundred Thousand Dollars ($1,500,000) held by Phenix Ventures LLC, a company controlled by Gannon Giguiere, shall be immediately forgiven and canceled.

The Company’s continuation as a going concern is dependent upon its ability to generate revenues from operations, obtain additional financing, and achieve profitable operations. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern.

~~Additionally,~~The ~~the~~accompanying ~~Settlement~~consolidated ~~called~~financial ~~for~~statements ~~15%~~have ofbeen prepared assuming the Company’s ~~revenue~~will continue as a going concern and~~/or~~ do not include any ~~financing~~adjustments ~~raised~~relating byto the ~~Company~~recoverability beor ~~dedicated~~classification ~~toward~~of ~~achieving~~recorded ~~the~~assets ~~objectives,~~or ~~implementation~~liabilities ~~and~~that ~~maintenance~~may ofbe necessary should the ~~Governance~~Company ~~Reforms~~be unable to continue as a going concern.

~~All~~Critical ofAccounting ~~the~~Policies ~~above-listed items in the Order issued by the Honorable Leslie Kobayashi have been implemented except putting aside 15% of the Company’s revenue~~ and or financing as the Company has not yet generated any revenue of substance, nor have they secured any financing to date. Mr. Rountree continues to fund the Company with his personal funds and once the Company begins generating revenue or secures financing, 15% will be put aside. In addition to the aforementioned stipulations under the Settlement, Governance Reforms were set forth, in pertinent part, inter alia, as follows:Estimates

~~Each~~The preparation of ~~the~~consolidated ~~reforms~~financial ~~are~~statements ~~subject~~in conformity with U.S. GAAP requires management to ~~the~~make ~~judgement~~estimates ofand ~~the~~assumptions ~~Ombudsman,~~that ~~Mr.~~affect Athe ~~Carl~~reported ~~Mudd~~amounts of assets and~~/or~~ ~~the~~liabilities, ~~reconstituted~~disclosure ~~Board~~of contingent assets and ~~based~~liabilities, onand ~~the~~reported ~~availability~~amounts of ~~funding~~revenues and expenses.

1.Management ~~The~~regularly ~~purchase~~evaluates ofestimates ~~Directors’~~ and ~~Officers’~~assumptions ~~Insurance~~relating ~~2. Appointment of two new~~to, ~~independent~~among ~~Directors~~other 3. Creation of a board-level Governance Committee 4. Adoption of Written Corporate Governance Guidelines and Code of Ethics 5. Creation of an Audit Committee – the Company has an audit committee consisting solely of Ombudsman, Mr. A Carl Mudd at the present. 6. Enhanced Board Independence 7. Termination of existing compensation plans – compensation plans that existed at the time of the Order have been terminated. 8. Immediate cessation of current and future business dealings with third party stock promoters – there is not now, nor has there been dealings with third party stock promoters. 9. Maintain the Company’s website – the Company’s website is maintained and updated 10. Creation of an Investor Relations Officer – we will engage an investor relations officer once the company begins generating enough revenue so that Mr. Rountree is not financing the filings required by a public company 11. Engage In-House and General Counsel – the Company has general counsel and will engage in-house counsel as necessary 12. Appointment of a Chief Accounting Officer – Mr. Rountree is our Chief Financial Officer 13. Create a written Whistleblower Policy 14. Adopt a Clawback Policy 15. Adopt enhanced conflicts policies and practices 16. Establish documentation of Policies and Financial Reporting Checklist 17. Annually assess the adequacy of the Company’s internal controls 18. Provide continuing director education and employee compliance training 19. Establish board oversight of Company’s expendituresmatters:

18· ~~Table~~valuation of ~~Contents~~stock-based compensation; · fair value of equity instruments issued in debt settlements; · valuation allowances for deferred tax assets; · recoverability of long-lived assets and intangible assets; · beneficial conversion features and derivative liabilities; · accruals and contingencies; and · going concern considerations.

~~Numbers~~Actual 1results ~~through~~may 6,differ ~~save~~materially ~~item~~from 5,these ~~establishment of the audit committee, to date have not been implemented as there has been no revenue generated and currently the Company only has one (1) employee, exclusive of board members~~estimates. To date, Mr. Rountree is funding the Company and there aren’t enough funds to implement all of the requirements of the Stipulation. Mr. Mudd continues to monitor the progress of the Company. Numbers 14 through 19 have not yet been implemented; with regard to number 19, the Board discusses with Mr. Rountree the expenses incurred by the Company at board meetings. The agreement calls for the above to be completed within four years; however, the implementation of each remains at the discretion, and subject to the judgement, of Mr. Mudd. In the event that the Company does not begin to generate income, or secure financing, the Company will fail.

OfStock-Based the aforementioned reforms, there has been one new independent Director appointed, an Audit Committee has been appointed, consisting solely of Mr. Mudd, the existing compensation plans have been terminated, all dealing with third party stock promoters has ceased, the Company’s website is being maintained, and Counsel has been engaged. The remaining reforms will be implemented and adopted as funding becomes available and the Company begins generating revenue. Compensation

~~Other~~The ~~than as set out above, the~~ Company ~~knows~~accounts offor nostock-based ~~material,~~compensation ~~existing~~in oraccordance ~~pending~~with ~~legal~~ASC ~~proceedings against it~~718, ~~nor~~Compensation is— ~~the~~Stock ~~Company~~Compensation. ~~involved~~Equity asinstruments aissued ~~plaintiff~~for inservices ~~any~~are ~~material~~measured ~~proceeding~~at orthe ~~pending~~estimated ~~litigation.~~fair ~~There~~value ~~are~~of nothe ~~proceedings~~equity ininstruments ~~which~~issued ~~its director, officer~~ or ~~any~~the ~~affiliates,~~fair orvalue ~~any~~of ~~registered~~the orservices ~~beneficial shareholder~~received, whichever is anmore ~~adverse~~reliably ~~party or has a material interest adverse to its interest~~measurable.

~~Item~~Convertible 4.Debt ~~Mine~~and ~~Safety~~Beneficial ~~Disclosures~~Conversion Features

NoThe ~~disclosure~~Company evaluates embedded conversion features within convertible instruments in accordance with ASC 815, Derivatives and Hedging, and ASC 470, Debt, to determine whether derivative accounting or beneficial conversion feature accounting is required.

1917 Table of Contents

~~PART~~Stock IISettled Debt

~~ITEM~~Certain ~~5. MARKET~~convertible ~~FOR~~instruments ~~REGISTRANT~~historically contained provisions permitting conversion at fixed discounts to market prices of the Company’Ss ~~COMMON~~common ~~EQUITY~~stock. In these instances, ~~RELATED~~the ~~STOCKHOLDER~~Company ~~MATTERS~~recorded ~~AND~~stock-settled ~~ISSUER~~debt ~~PURCHASES~~representing OFthe ~~EQUITY~~estimated ~~SECURITIES~~value transferred through the conversion feature. As of January 31, 2026 and 2025, stock-settled debt included within convertible notes payable totaled $0 and $248,432, respectively.

~~Our~~Recently ~~Company~~Issued ~~commenced~~Accounting quotation on the OTC Markets on September 14, 2010. From September 14, 2010, through May 3, 2013, our common stock was quoted on the OTC Markets under the name “Pristine Solutions, Inc.” From May 3, 2013, until February 18, 2014, our Company was quoted on the OTC Markets under the name “Eaton Scientific Systems, Inc.” From February 18, 2014, to February 2017, our common stock was quoted on the OTC Pink Markets under the name “Eco Science Solutions, Inc. and under the symbol “ESSI”; from February 2017 to May 2017 our Company was quoted on the OTCMarkets: QB under the symbol “ESSI”. During May 2017 the trading of ESSI shares on the public exchanges was suspended. Pronouncements

OnThe ~~October~~Company 6,evaluates ~~2022,~~recently ~~our~~issued ~~securities~~accounting ~~were~~pronouncements ~~revoked~~and ~~along~~standards ~~with~~updates ~~our~~issued ~~trading~~by ~~symbol. On December 6, 2024,~~ the ~~OTC~~Financial ~~Markets~~Accounting ~~began~~Standards ~~quotation~~Board ~~of our shares on the OTC Markets Pink Sheets under the trading symbol~~ (“~~ESSI~~FASB”). ~~On February 7, 2025, FINRA completed processing the Company’s Form 211 and brokers were able to resume publication of competing quotes and provide continuous market making~~

AsIn ofNovember 2023, the ~~date~~FASB ofissued ~~Annual~~ASU ~~Report~~2023-07, onSegment ~~Form~~Reporting ~~10-K~~(Topic ~~there~~280): ~~are~~Improvements ~~approximately~~to 74Reportable ~~stockholders~~Segment ofDisclosures. ~~record~~The ofamendments ~~our~~require ~~common~~enhanced ~~stock~~annual and interim disclosures regarding significant segment expenses. The Company adopted this guidance and the adoption did not have a material impact on the consolidated financial statements.

~~Dividends~~In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard requires expanded income tax disclosures, including additional disaggregation of effective tax rate reconciliations and income taxes paid. The Company adopted this guidance during fiscal 2026 and the adoption did not materially impact the consolidated financial statements.

WeIn ~~did~~July ~~not~~2025, ~~declare~~the orFASB ~~pay~~issued ~~dividends~~ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The Company early adopted this standard during fiscal ~~2024~~2026 orand ~~2025~~the adoption did not materially impact the consolidated financial statements.

~~Issuances~~Accounting ofPronouncements ~~Unregistered~~Pending ~~Securities~~Adoption

WeIn ~~did~~December ~~not~~2025, ~~issue~~the ~~any~~FASB ~~securities~~issued ~~during~~ASU 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements. The Company is currently evaluating the ~~fiscal~~impact ~~years~~of ~~ended~~this ~~January~~standard ~~31,~~on ~~2025~~its ~~and~~consolidated ~~2024~~financial statements.

~~ITEM~~In 6September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ~~SELECTED~~ ~~FINANCIAL~~The ~~DATA~~Company is currently evaluating the impact of this standard on its consolidated financial statements.

~~Not~~In ~~required~~November ~~for~~2024, athe ~~“smaller~~FASB ~~reporting~~issued ~~company”~~ASU 2024-03, Income Statement — Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

20ITEM ~~Table~~7A. ofQUANTITATIVE ~~Contents~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~ITEM~~As ~~7. MANAGEMENT’S~~a ~~DISCUSSION~~smaller ~~AND~~reporting ~~ANALYSIS~~company, OFthe ~~FINANCIAL~~Company ~~CONDITION~~is ~~AND~~not ~~RESULTS~~required OFto ~~OPERATIONS~~provide the information required by this Item.

~~The~~ITEM following discussion should be read in conjunction with the Company’s audited consolidated financial statements and the related notes for the year ended January 31, 2025, and 2024, that appear elsewhere in this report8. ~~The~~FINANCIAL ~~following~~STATEMENTS ~~discussion~~AND ~~contains~~SUPPLEMENTARY forward-looking statements that reflect the Company’s plans, estimates and beliefs. The Company’s actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this annual report.DATA

The Company’s audited consolidated financial statements ~~are~~and ~~stated~~accompanying notes included in ~~United~~this ~~States~~Annual ~~Dollars~~Report ~~and~~on ~~are~~Form ~~prepared~~10-K inbegin ~~accordance~~on ~~with~~page ~~United~~F-1 ~~States~~immediately ~~Generally~~following ~~Accepted~~the ~~Accounting~~signature ~~Principles~~page of this report.

~~Results~~18 Table of ~~Operations~~Contents

~~Overview~~ITEM of9. ~~Current~~CHANGES ~~Operations~~IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~Results~~None ~~of Operations for the years ended January 31, 2025, and 2024~~

~~During~~ITEM ~~the fiscal years ended January 31, 2025, and 2024, the Company generated no revenue~~9A. ~~Costs~~ ofCONTROLS ~~revenue~~AND ~~totaled $0 in fiscal 2025 and 2024, respectively.~~ PROCEDURES

AsDisclosure atControls ~~January 31, 2025~~ and ~~2024, the Company had $2,817 and $2,106 in cash and $4,455 and$0 in prepaid amounts for total current assets of $7,272 and $2,106, respectively.~~Procedures

~~During~~Disclosure ~~the~~controls ~~fiscal years ended January 31, 2025,~~ and ~~2024,~~procedures ~~the~~are ~~Company~~designed ~~incurred~~to ~~total~~ensure ~~operating~~that ~~expenses~~information ofrequired ~~$1,025,139~~to ~~and~~be ~~$1,170,023,~~disclosed ~~respectively. Amounts~~in ~~expended~~reports onfiled ~~management~~or ~~and~~submitted ~~consulting~~under ~~fees~~the ~~reflect~~Securities aExchange ~~decrease~~Act ~~from~~of ~~$592~~1934,~~000~~ ~~(2024) to $503,281 (2025)~~ as ~~certain~~amended ~~consulting contracts expired in~~ (the ~~current~~“Exchange ~~fiscal~~Act”), ~~year~~is ~~and~~recorded, ~~were~~processed, ~~not renewed. Amounts incurred for accounting~~summarized, ~~audit~~ and ~~legal~~reported ~~fees~~within ~~totaled~~the ~~$140,554~~time inperiods ~~fiscal~~specified ~~2025 and $125,538~~ in ~~fiscal 2024 mainly due to~~ the ~~fact~~SEC’s ~~that~~rules ~~we incurred additional fees for accounting~~ and ~~audit review~~forms. ~~During~~Disclosure ~~fiscal~~controls ~~2025~~ and ~~2024~~procedures ~~research~~include ~~and~~controls ~~development fees incurred were $331,578~~ and ~~$404,865~~procedures ~~respectively,~~designed asto weensure ~~incurred~~that ~~increased~~information ~~development~~required ~~costs in 2024 with respect~~ to ~~upgrades~~be todisclosed ~~our~~is ~~software~~accumulated ~~suite~~ and ~~the~~communicated ~~addition~~to ofmanagement, ~~expanded~~including ~~offerings through~~ the ~~Herbo~~Company’s ~~application.~~Chief ~~Other~~Executive ~~operating~~Officer and ~~general~~Chief ~~and~~Financial ~~administrative expenses remained relatively constant year over year at $49~~Officer,~~726~~ into ~~fiscal~~allow ~~2025~~timely ~~and~~decisions ~~$47,467~~regarding inrequired ~~fiscal 2024~~disclosure. ~~Net operating losses totaled $1,025,139 and $1,170,023 in the years ended January 31, 2025 and 2024, respectively.~~

~~Currently~~As ~~a significant portion~~ of ~~our~~January ~~total~~31, ~~operating~~2026, ~~expenses~~the ~~are~~Company’s ~~from~~ management ~~and consultant fees. Several costs have been incurred in order to bring our regulatory product to market~~, including ~~programming~~its ofChief ~~technology,~~Executive ~~build~~Officer ~~out~~and ofChief ~~needed~~Financial ~~infrastructure for customers including sand-boxes~~Officer, ~~build~~evaluated ~~out~~the effectiveness of ~~training~~the ~~materials~~Company’s ~~including~~disclosure ~~educational~~controls and ~~instructional~~procedures ~~videos~~pursuant ~~which are housed within our website, generation of marketing materials, as well as efforts~~ to ~~meet,~~Rules 13a-15(e) and ~~present,~~15d-15(e) ~~our~~under ~~product~~the ~~before~~Exchange ~~various regulators in various jurisdictions, both foreign and domestic~~Act.

~~The Company~~Based ~~recorded~~upon ~~cumulative~~that ~~interest expense of $76~~evaluation,~~549~~ ~~and~~management ~~$72,245~~concluded inthat ~~respect~~the ofCompany’s ~~certain~~disclosure ~~convertible~~controls ~~notes~~ and ~~other~~procedures ~~loan~~were ~~agreements,~~not ~~respectively~~effective ~~during~~as ~~fiscal~~of ~~2025 and 2024, respectively. Total other expense in the year ended~~ January 31, ~~2025~~2026 ~~was~~due ~~$76,549 compared~~ to ~~other~~the ~~expense~~material ofweaknesses ~~$72,245~~ in ~~the~~internal ~~year~~control ~~ended~~over ~~January~~financial ~~31,~~reporting ~~2024,~~described ~~all of which was related to interest expense~~below.

~~The~~19 ~~net~~Table ~~loss~~of in fiscal 2025 was $1,101,688, as compared to $1,242,268 in fiscal 2024, largely due to the decrease in expenditures on research and development and management and consulting fees in the current fiscal year.Contents

~~The~~Management’s ~~Company~~Annual ~~used~~Report ~~net~~on ~~cash~~Internal inControl ~~operations~~Over ofFinancial $319,829 and $358,683 respectively during the twelve-month periods ended January 31, 2025 and 2024, recorded $Nil in 2025 and $100,000 in 2024 as net cash used for investing activities which was related to the purchase of software in 2024 with no comparable item in fiscal 2024. The Company received cash from financing activities of $320,540 (2025) $460,263 (2024) as a result of proceeds from related party loans.Reporting

21Management ~~Table~~is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of ~~Contents~~financial reporting and the preparation of consolidated financial statements in accordance with U.S. GAAP.

~~Plan~~Because of ~~Operation~~inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

~~The~~Management ~~Company~~assessed ~~changed~~ the ~~focus~~effectiveness of ~~its business at~~ the ~~close~~Company’s ofinternal ~~fiscal~~control ~~2016~~over tofinancial ~~operate~~reporting inas ~~the~~of ~~eco-friendly~~January ~~technology~~31, ~~sector~~2026 using ~~social media sites and offering apps to generate advertising revenues and download fees, and to development certain enterprise software for~~ the ~~cannabis~~criteria ~~industry. During~~established ~~fiscal~~in ~~2017~~ the ~~Company~~Internal ~~laid~~Control ~~the~~— ~~groundwork~~Integrated ~~for~~Framework ~~income~~(2013) ~~generation~~issued ~~from these services~~ by ~~investing~~the inCommittee ~~ongoing development~~ of ~~its~~Sponsoring ~~applications,~~Organizations ~~websites~~of ~~and visibility in both~~ the ~~local~~Treadway ~~and~~Commission ~~global market~~(“COSO”). ~~The~~ ~~Company~~Based ~~has~~on ~~invested~~this ~~heavily~~assessment, inmanagement ~~advertising~~concluded tothat ~~allow~~the ~~its~~Company’s ~~applications~~internal ~~and~~control ~~ecommerce~~over ~~website~~financial ~~visibility~~reporting onwas anot ~~global~~effective ~~stage.~~as ~~During~~of ~~fiscal~~January ~~2018~~31, we2026 ~~further~~due ~~added~~ to ~~our business portfolio with~~ the ~~acquisition~~following ofmaterial ~~Ga-Du corporation and its in house software offerings.~~weaknesses:

~~Fiscal~~· ~~2020~~the ~~brought~~Company ~~our~~has ~~first~~limited ~~revenues~~accounting ~~from~~personnel ~~our acquired Herbo enterprise software~~ and wedoes ~~expect~~not tomaintain ~~see~~sufficient ~~increasing~~in-house ~~revenues~~resources ~~from~~with ~~this~~extensive ~~suite~~technical ofaccounting ~~services~~expertise asrelating ~~we focus on marketing~~ to acertain ~~larger~~complex ~~more~~or ~~focused~~non-routine ~~client~~transactions; ~~base.~~· Inthe ~~each~~Company ofdoes ~~the~~not ~~years~~maintain ~~ended~~adequate ~~January~~segregation ~~31,~~of ~~2021,~~duties ~~through~~consistent ~~2025,~~with ~~the~~control ~~Company~~objectives ~~has~~due ~~continued~~ to ~~incur~~limited ~~costs~~personnel toresources; ~~expand~~ and ~~develop~~· ~~its~~the ~~Herbo software suite of offerings. The~~ Company’s ~~need~~financial ~~for~~reporting ~~ongoing capital by way of loans, sale of equity~~ and~~/or~~ ~~convertible~~period-end ~~notes~~close isprocesses ~~expected to continue during the current fiscal year until we can establish revenues from operations to cover all operational overhead. We have also had to~~ rely ~~heavily~~significantly on ~~loans~~external ~~from~~accounting ~~related~~consultants ~~parties~~and inthird-party ~~our~~service ~~most recently completed fiscal years as we worked to have our shares returned for quotation on the OTC Markets~~providers. ~~There are no assurances additional capital will be available to the Company on acceptable terms or that this equity line will be available to us when needed.~~

~~Future~~Management ~~funding~~has ~~could~~continued ~~result~~to inutilize ~~potentially~~external ~~dilutive~~accounting ~~issuances of equity securities~~consultants, ~~the~~legal ~~incurrence of debt~~advisors, ~~contingent liabilities~~ and~~/or~~ ~~amortization~~other ~~expenses~~third-party ~~related~~professionals to ~~goodwill~~assist ~~and~~with ~~other intangible assets, which could materially adversely affect the Company’s business, results of operations and~~ financial ~~condition. Any future funding might require the Company to obtain additional equity or debt financing~~reporting, ~~which~~technical ~~might~~accounting ~~not be available on terms favorable to the Company~~matters, orSEC atreporting ~~all~~obligations, and ~~such~~review ~~financing, if available, might be dilutive~~procedures.

~~Going~~This ~~Concern~~Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting because the Company is a smaller reporting company and non-accelerated filer and is not required to provide such report.

~~The~~Changes ~~Company has not generated significant revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings~~ in ~~the~~Internal ~~immediate~~Control orOver ~~foreseeable~~Financial future. As at January 31, 2025, the Company had a working capital deficit of $16,662,272 and an accumulated deficit of $78,726,272. The continuation of the Company as a going concern is dependent upon the continued financial support from its officers, directors and shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company’s future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. Reporting

~~Other~~During ~~factors~~the fiscal year ended January 31, 2026, there were no changes in the Company’s internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting, except that management increased its use of external accounting and compliance consultants and implemented additional review procedures relating to financial reporting and SEC reporting processes.

~~Factors~~ITEM ~~which may impact the Company’s ongoing operations include inflation, the recent war in the Ukraine, climate change and others~~9B. ~~These~~OTHER events may have serious adverse impact on domestic and foreign economies which may impact the Company’s operations as a result of a variety of factors including the potential for reduced consumer spending. The Company is unable to predict the ongoing impact of these factors on the Company’s financial operations.INFORMATION

~~The~~Subsequent ~~consolidated~~Events financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.Disclosure

22On ~~Table~~March 9, 2026, the Company received the written consent of ~~Contents~~holders of a majority of the Company’s outstanding common stock authorizing a reverse stock split of the Company’s common stock. On May 4, 2026, following FINRA processing, the Company effected a 1-for-25 reverse stock split of its issued and outstanding common stock. Unless otherwise indicated, all share and per share amounts presented in this Annual Report on Form 10-K have been retroactively adjusted to reflect the May 4, 2026 reverse stock split.

~~Liquidity~~Rule ~~and~~10b5-1 ~~Capital~~Trading ~~Resources~~Arrangements

AsDuring ~~at January 31, 2025 and January 31, 2024,~~ the ~~Company~~fiscal ~~had~~quarter ~~$2,817~~ended ~~and $2,106 in cash, prepaid expenses of $4,455and $0 for total current assets of $7,272 and $2,106. There were no prepaid expenses at~~ January 31, ~~2024. Prepaid expenses at January 31~~2026, ~~2025~~none of ~~$4,455~~the are related to fees paid to OTC Markets. We reflect intangible assets in respect to software assets of $100,000 at January 31, 2025 and January 31, 2024. Total liabilities at January 31, 2025 and January 31, 2024 were $16,669,544 and $15,562,690 respectively. The Company’s ~~has~~directors ~~insufficient~~or funds to meet its ongoing operations and is currently funded through loans and advances from our CEO and CFO, Mr., Michael Rountree. The Company has limited financial resources available outside loans from its officers ~~and~~(as ~~directors~~defined ~~and~~in ~~funds~~Rule it16a-1(f) ~~has~~under ~~previously obtained through use of convertible notes and loans from related parties. There can be no guarantee~~ the ~~Company~~Exchange ~~will~~Act) ~~continue~~adopted, ~~to receive proceeds from loans~~modified, ~~related party advances~~ or ~~convertible~~terminated ~~notes sufficient to meet its ongoing operational overheads as we continue to implement our business plan. We did not report~~ any ~~revenue~~“Rule in10b5-1 ~~fiscal~~trading ~~2025~~arrangement” or ~~2024~~any as“non-Rule we10b5-1 ~~continued~~trading ~~to enhance our software suite and we do not yet have resources to meet our operational shortfalls. Without realization of additional capital~~arrangement,” ~~it would be unlikely for the Company to continue~~ as asuch ~~going~~terms ~~concern.~~are Asdefined ~~noted,~~in ~~additional~~Item ~~working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties~~ 408(~~officers, directors or stockholders~~c), ~~or from other available funding sources at market rates~~ of ~~interest,~~Regulation ~~or a combination of these~~S-K. The ~~ability~~disclosure torequired ~~raise~~by ~~necessary~~Item ~~financing~~408(a) ~~will depend on many factors, including the nature and prospects~~ of ~~any~~Regulation ~~business~~S-K tois beaccordingly ~~acquired~~“None” ~~and~~for the ~~economic and market conditions prevailing at the time financing is sought. During the most recently completed~~ fiscal ~~year~~quarter ~~management~~ended ~~has~~January ~~obtained additional funding with success~~31, ~~however there is no guarantee we will be able to continue to obtain financing if and when required~~2026. ~~The current economic downturn may make it difficult to find new capital sources for the Company should they be required.~~

~~Future~~ITEM ~~Financings~~9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

WeNot anticipate continuing to rely on related party and third-party loans and equity sales of our common shares and/or shares for services rendered in order to continue to fund our business operations in the event of ongoing operational shortfallsapplicable. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any of additional sales of our equity securities or arrange for debt or other financing to fund our research and development activities.

~~Revenue~~20 Table of Contents

~~During~~PART fiscal 2020 we commenced operation of our Herbo enterprise software suite. The Herbo enterprise software is a customizable, all-in-one business software (SaaS) and resource for businesses across a suite of high-risk industries. Herbo provides the software, custom web development, operational training and support needed to plan and manage operations of a variety of business segments. There was no revenue recorded in the fiscal years ended January 31, 2025 or 2024. III

~~Cost~~ITEM of10. ~~Revenue~~DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~Costs~~The offollowing ~~revenue~~table ~~consists~~sets offorth ~~the~~information ~~direct~~regarding ~~expenses~~the ~~incurred~~directors ~~to generate revenue. Such costs are recorded as incurred. During fiscal 2025~~ and ~~2024~~executive weofficers ~~did not incur and costs~~ of ~~sales with respect to~~ the ~~licensing~~Company as of ~~our~~January ~~Herbo~~31, ~~software suite.~~2026:

Contractual Obligations

Name	Position(s) Held	Age	Date First Elected or Appointed
A. Carl Mudd	Ombudsman, Director, Chairman of the Board and Audit Committee Member	82	December 23, 2020
Michael D. Rountree	Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President, Secretary and Treasurer	56	June 21, 2017 as COO; December 8, 2020 as Treasurer; January 31, 2021 as CEO and CFO; January 17, 2023 as President; April 2, 2025 as Secretary
S. Randall Oveson	Director	64	June 21, 2017

AsOn aApril ~~“smaller~~2, ~~reporting company”~~2025, Mr. Oveson resigned as Secretary of the Company isand ~~not~~Mr. ~~required~~Rountree towas ~~provide~~appointed ~~tabular~~Secretary. ~~disclosure~~Concurrently, ~~obligations~~the Board of Directors approved the dissolution of Ga-Du Corporation, and on April 3, 2025, a Certificate of Dissolution/Withdrawal was filed with the State of Nevada.

~~Off-Balance~~A. ~~Sheet~~Carl ~~Arrangements~~Mudd

~~The~~Mr. ~~Company~~Mudd has noextensive ~~significant~~executive ~~off-balance~~management, ~~sheet~~financial, ~~arrangements~~operational, ~~that~~and ~~have~~corporate orgovernance ~~are~~experience. ~~reasonably~~He ~~likely~~has tospent ~~have~~over a18 ~~current~~years orconsulting ~~future~~with ~~effect~~and onmentoring ~~the~~chief ~~Company’s~~executive ~~financial~~officers ~~condition,~~and ~~changes~~boards inof ~~financial~~directors ~~condition,~~regarding ~~revenues~~corporate orgovernance, ~~expenses~~strategy, ~~results~~operational ~~of operations~~processes, ~~liquidity~~restructuring, ~~capital~~and ~~expenditures~~international ~~or capital resources that are material to stockholders~~operations.

23Mr. ~~Table~~Mudd previously served in senior executive roles, including chief financial officer, chief operating officer, and president, for various multinational companies. He has also served on boards of ~~Contents~~directors and audit committees of U.S. public companies, including NASDAQ- and AMEX-listed companies, and has advised privately held businesses regarding governance, operations, restructuring, and strategic development.

~~Critical~~Mr. ~~Accounting~~Mudd ~~Policies~~is a retired Certified Public Accountant and holds a business degree from St. Edward’s University in Austin, Texas, as well as a Certification of Director Education from the National Association of Corporate Directors.

~~The~~Mr. ~~preparation~~Mudd ofwas ~~our~~appointed ~~financial~~Chairman ~~statements requires management to make estimates and assumptions that affect the reported amounts~~ of ~~assets and liabilities and~~ the ~~disclosure~~Board ~~of contingent assets~~ and ~~liabilities~~Ombudsman ~~at the date~~ of the ~~financial~~Company ~~statements and the reported amounts of revenues and expenses during the reporting period. On an~~ on~~-going~~ ~~basis~~December 23, ~~management~~2020 ~~evaluates~~pursuant ~~its estimates and judgments which are based on historical experience and on various other factors that are believed~~ to begovernance ~~reasonable~~reforms ~~under~~associated ~~the~~with ~~circumstances. The results of their evaluation form~~ the ~~basis~~settlement ~~for making judgments about the carrying values~~ of ~~assets~~shareholder ~~and~~derivative ~~liabilities.~~litigation ~~Actual~~involving ~~results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in~~ the ~~Notes to our Financial Statements~~Company.

~~Use~~S. ofRandall ~~Estimates~~Oveson

~~The~~Mr. ~~preparation~~Oveson ofhas ~~financial~~extensive ~~statements~~experience in ~~conformity with United States generally accepted~~ accounting, ~~principles~~finance, ~~requires~~operational management, ~~to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the~~ financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current factsprocessing, ~~historical~~technology ~~experience and various other factors that it believes to be reasonable under the circumstances~~systems, ~~the results of which form the basis for making judgments about the carrying values of assets~~ and ~~liabilities~~corporate ~~and~~operations ~~the~~involving ~~accrual~~both ofpublic ~~costs~~ and ~~expenses~~private ~~that are not readily apparent from other sources~~companies. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

~~Stock-Based~~Mr. ~~Compensation~~Oveson began his career as a financial analyst with Suite Thinking, Inc., a hospitality consulting firm based in Newport Beach, California. Following completion of his MBA at Pepperdine University, Mr. Oveson served in executive management roles, including chief executive officer, chief operating officer, chief financial officer, and chief information officer, involving businesses operating in hospitality, aerospace, manufacturing, telecommunications, financial services, healthcare technology, and payment processing industries.

~~The~~Mr. ~~Company~~Oveson ~~records~~has ~~stock-based~~participated ~~compensation~~ in ~~accordance~~numerous ~~with~~financial ~~ASC 718~~audits, ~~Share-Based~~ ~~Payments~~operational reviews, ~~using~~PCI ~~the~~compliance fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issuedreviews, ~~whichever~~and isfinancial ~~more~~systems ~~reliably~~implementation ~~measurable~~projects. ~~Equity~~He ~~instruments~~has ~~issued~~also tobeen ~~employees~~involved ~~and~~in ~~the~~financial ~~cost~~processing ~~of the services received as consideration are measured~~ and ~~recognized~~operational ~~based~~projects oninvolving the ~~fair~~United ~~value~~States, ofEurope, ~~the~~and ~~equity instruments issued~~Canada.

~~Convertible~~Mr. ~~Debt~~Oveson served as General Manager and ~~Beneficial~~Director ~~Conversion~~of ~~Features~~Finance for Grenada Citizenship Development Ltd. from 2016 to 2019 and previously served as a consultant and director for NOW CFO through January 2025.

~~The~~21 ~~Company~~Table evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of ~~any beneficial conversion features.~~Contents

~~Stock~~Michael ~~Settled~~D. ~~Debt~~Rountree

InMr. ~~certain~~Rountree ~~instances,~~is the ~~Company~~founder ~~will~~and ~~issue~~sole ~~convertible~~member ~~notes~~of ~~which~~Rountree ~~contain~~Consulting, ~~a provision in~~ which ~~the~~he ~~price~~established ofin ~~the~~1997. ~~conversion~~Mr. ~~feature~~Rountree is ~~priced at~~ a ~~fixed~~Certified ~~discount~~Public toAccountant ~~the~~and ~~trading~~business ~~price~~advisor ofwith ~~the~~experience ~~Company’s~~involving ~~common~~financial ~~shares~~management, ~~as traded in the over-the-counter market. In these instances~~tax, ~~the Company records a liability~~accounting, inoperational ~~addition to the principal amount of the convertible note~~consulting, asstrategic ~~stock-settled debt for the fixed value transferred to the convertible note holder from the fixed discount conversion feature. As of January 31~~planning, ~~2025,~~ and ~~2024,~~business ~~$248,432 for the value of the stock settled debt for certain convertible notes is included in the “Convertible note, net” account on the balance sheet~~development.

~~Recently~~Prior ~~issued~~to forming Rountree Consulting, Mr. Rountree worked with Deloitte & Touche and Price Waterhouse on accounting ~~pronouncements~~and tax engagements involving large corporate clients. Mr. Rountree also previously worked for the California Franchise Tax Board, including within audit and forensic audit functions.

~~Accounting~~Mr. ~~pronouncements not listed~~Rountree ~~below~~has ~~were~~served ~~assessed~~the Company in various executive and ~~determined~~operational toroles ~~be not applicable~~since orJune ~~are~~21, ~~expected~~2017 toand ~~have~~currently ~~minimal~~serves ~~impact~~as onChief ~~the~~Executive ~~Company’s~~Officer, ~~Consolidated~~Chief Financial ~~Statements~~Officer, President, Secretary, Treasurer, and Chief Operating Officer.

InBoard ~~November~~Structure 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and an ~~explanation~~Corporate of any additional measures the CODM uses in deciding how to allocate resources. The new guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The guidance is to be applied on a retrospective basis, with such disclosures to be made in regard to all prior periods presented in the financial statements. The Company completed its assessment and concluded this update had no material impact on its consolidated financial statements.Governance

24The ~~Table~~Company’s Board of ~~Contents~~Directors currently consists of two directors: A. Carl Mudd and S. Randall Oveson.

InThe ~~December~~Company ~~2023, the~~does ~~FASB~~not ~~issued~~currently ~~ASU No. 2023-09, Income~~maintain ~~Taxes~~separate ~~(Topic 470):~~standing ~~Improvements~~compensation toor ~~Income~~nominating ~~Tax~~committees. ~~Disclosures,~~The ~~which~~Board ~~are~~of ~~designed~~Directors toperforms ~~increase~~ the ~~transparency~~functions ~~and~~typically ~~decision-usefulness~~associated ofwith ~~income~~compensation ~~tax disclosures for financial statement users. The ASU follows investors indication~~ and ~~request~~nominating ~~for~~committees ~~enhanced~~due ~~tax disclosures in order~~ to ~~better~~the ~~assess an entity~~Company’s ~~operations~~size, ~~related~~limited ~~tax risks~~personnel, ~~jurisdictional tax exposures,~~ and ~~increase~~current ~~transparency~~operational ~~regarding tax information through improvements to tax disclosures, specifically rate reconciliation, income taxes paid, and unrecognized tax benefits and certain temporary differences~~scale. The new guidance is effective for fiscal years beginning after December 15, 2024 and interim periods within fiscal years beginning after December 15, 2025, and early adoption is permitted. The guidance is to be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.

InAudit ~~March~~Committee ~~2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate~~ Related Disclosures for Investors, which requires registrants to disclose climate-related information in registration statements and annual reports. The new rules would be effective for annual reporting periods beginning in fiscal year 2025. However, in April 2024, the SEC exercised its discretion to stay these rules pending the completion of judicial review of certain consolidated petitions with the United States Court of Appeals for the Eighth Circuit in connection with these rules. We are evaluating the impact the adoption of this rule, if any, on our financial statements. Matters

~~ITEM~~Mr. 7AMudd currently serves as the sole member performing audit committee functions. ~~QUANTITATIVE~~ ~~AND~~The ~~QUALITATIVE~~Company ~~DISCLOSURES~~has ~~ABOUT~~not ~~MARKET~~adopted ~~RISK~~a formal audit committee charter due to the Company’s size and limited resources.

~~Not~~The ~~required~~Board ~~for~~of aDirectors ~~“smaller~~oversees the Company’s financial reporting ~~company”~~process, internal controls, audit functions, and engagement of the Company’s independent registered public accounting firm. The Board reviews the Company’s financial statements, accounting matters, audit scope, internal controls, and related financial reporting matters with management and the Company’s independent auditors.

~~ITEM~~The ~~8. FINANCIAL~~Company ~~STATEMENTS~~intends ~~AND~~to ~~SUPPLEMENTARY~~continue ~~DATA~~evaluating its governance structure and committee composition as operations and resources expand.

~~Our~~The ~~financial~~Board ~~statements~~of ~~and~~Directors ~~the~~has ~~accompanying~~determined ~~notes~~ that ~~are~~Mr. ~~filed~~Mudd qualifies as ~~part~~an of“audit ~~this~~committee ~~Annual~~financial ~~Report~~expert” onwithin ~~Form 10-K are listed and set forth beginning on page F-1 immediately following~~ the ~~signature~~meaning ~~page~~ of ~~this~~SEC ~~Form 10-K~~rules.

~~ITEM~~Compensation ~~9. CHANGES~~Committee INRelated ~~AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.~~ Matters

OnThe ~~May 8, 2024, the Board of Directors of Eco Science Solutions Inc. (the “~~Company”) ~~approved~~does ~~the~~not ~~dismissal~~currently ofmaintain BFa ~~Borgers~~separate ~~CPA~~standing PCcompensation ~~(“BF Borgers”) as the Company’s independent registered public accounting firm~~committee. OnThe ~~May~~Board ~~3, 2024, the Securities and Exchange Commission (the “SEC”) announced that it had settled charges against BF Borgers that it failed to conduct audits in accordance with the standards~~ of ~~the~~Directors ~~Public~~currently ~~Company~~performs ~~Accounting~~compensation ~~Oversight~~committee ~~Board (the “PCAOB”). As part of the settlement~~functions, BFincluding ~~Borgers~~review ~~agreed~~and toapproval ~~a permanent ban on appearing or practicing before the SEC (the “Ban”). As a result~~ of BFexecutive ~~Borgers’~~compensation ~~settlement~~arrangements ~~with~~and ~~the~~related ~~SEC,~~compensation ~~the Company dismissed BF Borgers as its independent accountant~~matters.

OnNominating ~~May 22, 2024, the Audit~~ Committee ~~and~~Related Board of Directors of Eco Science Solutions, Inc. approved the appointment of Fruci & Associates II, PLLC (“Fruci”) as the Company’s new independent registered public accounting firm, effective immediately, to perform independent review and audit services for the fiscal years ending January 31, 2024 and 2023. During the fiscal years ended January 31, 2024 and 2023 and through May 22, 2024, date of engagement, neither the Company, nor anyone on its behalf, consulted Fruci regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by Fruci that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).Matters

25The ~~Table~~Company does not currently maintain a separate standing nominating committee and has not adopted formal procedures by which security holders may recommend nominees for election to the Board of ~~Contents~~Directors.

~~The~~Director reports of BF Borgers on the Company’s consolidated financial statements for the fiscal years ended January 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles other than an explanatory paragraph relating to the Company’s ability to continue as a going concern. The Company had not yet received the report from BF Borgers for our fiscal year ended January 31, 2024 as of the date of the Ban.Independence

~~During~~Although the ~~fiscal~~Company’s ~~years~~common ~~ended~~stock ~~January~~is ~~31,~~not ~~2023~~listed ~~and~~on ~~2022,~~a ~~and~~national ~~through~~securities exchange, the ~~date~~Board of ~~termination,~~Directors ~~May~~has 8determined, ~~2024,~~in ~~there~~accordance ~~were no “disagreements”~~ with BFthe ~~Borgers~~independence onstandards ~~any~~set ~~matter~~forth ofin ~~accounting~~Nasdaq ~~principles~~Listing orRule ~~practices~~5605(a)(2), ~~financial~~that ~~statement~~both ~~disclosure~~A. orCarl ~~auditing~~Mudd ~~scope~~and orS. ~~procedure,~~Randall ~~which~~Oveson ~~disagreements~~qualify ifas ~~not~~independent ~~resolved~~directors. toNeither ~~the~~Mr. ~~satisfaction~~Mudd ofnor BFMr. ~~Borgers~~Oveson ~~would~~is ~~have~~an ~~caused~~executive BFofficer ~~Borgers~~or toemployee ~~make~~of ~~reference thereto in its reports on~~ the ~~consolidated financial statement for such years. During the fiscal years ended January 31~~Company, ~~2023~~ and ~~2022,~~neither ~~and~~maintains ~~through~~relationships ~~May 8~~that, ~~2024, there have been no “reportable events” (as defined~~ in ~~Item~~the ~~304(a)(1)(iv)~~opinion ~~and~~of ~~Item~~the ~~304(a)(1)(v)~~Board of ~~Registration S-K)~~Directors, ~~except~~would ~~for~~interfere with the ~~identified~~exercise ~~material~~of ~~weaknesses~~independent judgment in ~~its~~carrying ~~internal~~out ~~control~~his ~~over~~responsibilities ~~financial reporting~~ as ~~disclosed~~a ~~in the Company’s Annual Report~~director.

~~The~~In ~~U.S.~~making ~~Securities~~the ~~and~~foregoing ~~Exchange~~determination ~~Commission~~with ~~(the~~respect ~~“SEC”)~~to ~~has~~Mr. ~~advised that~~Mudd, inthe ~~lieu~~Board of ~~obtaining~~Directors aconsidered ~~letter~~the ~~from~~$10,000 BFper ~~Borgers~~month ~~stating~~advisory ~~whether~~fee orpayable ~~not~~to itMr. ~~agrees~~Mudd ~~with~~pursuant ~~the~~to ~~statements~~his ~~herein~~Board Advisory Agreement, the ~~Company~~settlement ~~may~~of ~~indicate~~approximately ~~that~~$610,000 BFof ~~Borgers~~accrued isadvisory ~~not~~fees ~~currently~~on ~~permitted~~January to31, ~~appear~~2026 orthrough ~~practice~~the ~~before~~issuance ~~the~~of ~~SEC~~restricted ~~for~~common ~~reasons~~stock ~~described~~(see inItem 11 and Item 13), and the ~~SEC’~~scope of Mr. Mudd's ~~Order~~Ombudsman ~~Instituting~~duties, ~~Public~~which ~~Administrative~~include ~~and~~governance ~~Cease~~monitoring, compliance-related initiatives, and~~-Desist~~ ~~Proceedings~~coordination between management and the Board. Pursuant to ~~Section~~Nasdaq 8AListing ofRule ~~the~~5605(a)(2)(B), ~~Securities~~compensation ~~Act~~received ofby ~~1933,~~a ~~Sections~~director 4Cfor ~~and~~board ~~21C~~or ofboard committee service is excluded from the ~~Securities~~bright-line ~~Exchange~~compensation ~~Act~~test set forth in that rule. The Board of ~~1934~~Directors has determined that Mr. Mudd’s Board Advisory Agreement and Ombudsman role constitute board and board-committee service for purposes of Rule ~~102~~5605(ea)(2)(B), ofand ~~the~~that ~~Commission~~Mr. Mudd’s ~~Rules~~compensation, viewed in light of ~~Practice,~~the ~~Making~~Company’s ~~Findings~~overall circumstances, ~~and~~does ~~Imposing~~not ~~Remedial~~interfere ~~Sanctions~~with ~~and~~the aexercise ~~Cease-and-Desist~~of ~~Order,~~his ~~dated~~independent ~~May~~judgment 3,in ~~2024~~carrying out his responsibilities as a director.

~~ITEM~~22 ~~9A. CONTROLS~~Table ~~AND~~of ~~PROCEDURES~~ Contents

~~Disclosure~~Section ~~Controls~~16(a) ~~and~~Beneficial ~~Procedures~~Ownership Reporting Compliance

~~Disclosure~~Section ~~controls~~16(a) ~~and~~of ~~procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under~~ the Securities Exchange Act isof ~~recorded,~~1934 ~~processed,~~requires ~~summarized and reported , within~~ the ~~time periods specified in the SEC~~Company’s ~~rules and forms. Disclosure controls and procedures include~~directors, ~~without~~executive ~~limitation~~officers, ~~controls~~ and ~~procedures~~persons ~~designed~~who tobeneficially ~~ensure~~own ~~that~~more ~~information~~than ~~required~~10% toof ~~be disclosed in our reports filed under~~ the ~~Securities~~Company’s ~~Exchange~~common ~~Act~~stock ~~is accumulated and communicated~~ to ~~management,~~file ~~including~~reports ~~our~~of ~~Chief~~ownership ~~Executive Officer~~ and ~~Chief~~changes ~~Financial~~in ~~Officer,~~ownership aswith ~~appropriate,~~the toSecurities ~~allow~~and ~~timely~~Exchange ~~decisions regarding required disclosure~~Commission.

AtBased ~~the~~solely ~~end~~upon a review of copies of such reports furnished to the ~~period~~Company ~~covered~~and bywritten ~~this~~representations ~~Annual~~from ~~Report~~reporting onpersons, ~~Form~~the ~~10-K~~Company ~~for~~believes that during the fiscal year ended January 31, ~~2025~~2026, anMichael ~~evaluation~~D. ~~was~~Rountree, ~~carried~~A. ~~out~~Carl ~~under~~Mudd, ~~the supervision of~~ and ~~with~~S. ~~the~~Randall ~~participation~~Oveson ofeach ~~our~~failed ~~management,~~to ~~including~~timely ~~the~~file ~~Chief~~certain ~~Executive~~required ~~Officer~~Section 16(~~“CEO”~~a), ofreports ~~the~~relating ~~effectiveness~~to ofequity ~~the~~issuances ~~design~~completed ~~and~~on ~~operations~~January of31, ~~our~~2026 ~~disclosure~~in ~~controls~~connection ~~and~~with ~~procedures~~the ~~(as~~Company's ~~defined~~debt insettlement ~~Rule~~transactions. ~~13a-15I~~The ~~and~~Company ~~Rule~~believes ~~15d-15~~that six reports (e)a ~~under~~late ~~the~~Form ~~Exchange~~3 ~~Act).~~and ~~Based~~a onlate ~~that~~Form ~~evaluation~~4 ~~the~~for ~~CEO~~each ~~has~~of ~~concluded~~Messrs. ~~that~~Rountree, asMudd ofand ~~the~~Oveson) ~~end~~covering an aggregate of ~~the~~three ~~period~~transactions ~~covered~~were bynot ~~this~~filed ~~Annual~~on ~~Report,~~a ~~our~~timely ~~disclosure~~basis ~~controls~~during ~~and~~the ~~procedures~~fiscal ~~were~~year ~~not~~ended ~~effective~~January 31, 2026.

~~Internal~~Code ~~Control~~of ~~Over Financial Reporting~~Ethics

~~Our~~On ~~management~~May is22, ~~responsible~~2026, ~~for~~the ~~establishing~~Board ~~and~~of ~~maintaining~~Directors ~~adequate~~adopted ~~internal~~a ~~control~~Code ~~over~~of ~~financial~~Business ~~reporting.~~Conduct ~~Internal~~and ~~control~~Ethics ~~over~~applicable ~~financial~~to ~~reporting~~all isdirectors, ~~defined~~officers, inand ~~Rule~~employees ~~13a-~~of ~~15(f)~~the ~~promulgated~~Company, ~~under~~including the ~~Securities~~Company's ~~Exchange~~Chief ~~Act~~Executive ofOfficer, ~~1934~~Chief asFinancial aOfficer, ~~process~~Chief ~~designed~~Operating byOfficer, principal accounting officer or ~~under~~controller, and persons performing similar functions, in satisfaction of the ~~supervision~~requirements of, aSection ~~company’s~~406 ~~principal~~of ~~executive~~the ~~and~~Sarbanes-Oxley ~~principal~~Act ~~financial~~of ~~officers~~2002 and ~~effected~~Item by406 aof ~~company’s~~Regulation ~~board~~S-K. A copy of ~~directors,~~the ~~management~~Code of Business Conduct and ~~other~~Ethics ~~personnel,~~is filed as Exhibit 14.1 to ~~provide~~this ~~reasonable~~Annual ~~assurance~~Report ~~regarding~~on ~~the~~Form ~~reliability~~10-K. ofThe ~~financial~~Company ~~reporting~~intends ~~and~~to disclose any amendment to, or waiver from, the ~~preparation~~Code ofwith ~~financial~~respect ~~statements~~to ~~for~~any ~~external~~director ~~purposes~~or inexecutive ~~accordance~~officer ~~with~~to ~~generally~~the ~~accepted~~extent ~~accounting~~required ~~principles~~by applicable rules and ~~includes~~regulations ~~those~~of ~~policies~~the Securities and ~~procedures~~Exchange ~~that:~~Commission.

~~Pertain~~Insider toTrading ~~the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company.~~Policy

26As ~~Table~~required by Item 408(b) of ~~Contents~~Regulation S-K, the Company hereby discloses that the Company has adopted an Insider Trading Policy governing the purchase, sale, and other dispositions of the Company’s securities by its directors, officers, employees, and certain other covered persons. The Board of Directors has determined that the Insider Trading Policy is reasonably designed to promote compliance with applicable insider trading laws, rules, and regulations and any applicable listing standards. A copy of the Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K and is incorporated herein by reference.

~~Provide~~23 ~~reasonable~~Table ~~assurance that transactions are recorded as necessary to permit preparation~~ of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company; andContents

~~Provide~~ITEM ~~reasonable~~11. ~~assurance~~EXECUTIVE ~~regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.~~COMPENSATION

~~All~~Summary ~~internal~~Compensation control systems, no matter how well designed, have inherent limitations and can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.Table

~~Our~~The ~~management,~~following ~~including~~table ~~the~~summarizes ~~Chief~~compensation ~~Executive~~earned ~~Officer,~~by ~~assessed~~ the ~~effectiveness~~Company’s ofnamed ~~our~~executive ~~internal~~officers ~~control~~for ~~over~~the ~~financial~~fiscal ~~reporting~~years asended of January 31, ~~2025.~~2026 ~~In making our assessment, we used the framework~~ and ~~criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(“COSO”) (2013) in Internal Control-Integrated Framework~~2025. ~~Based on that assessment, our management has identified certain material weaknesses in our internal control over financial reporting.~~

(1)

Our management concluded that as of January 31, 2025, our internal control over financial reporting was not effective, and that material weaknesses existed in the following areas as of January 31, 2025. We do not employ full time in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With respect to material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;

Name and Principal Position

Fiscal Year

Salary ($)

Bonus ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

All Other Compensation ($) / Total ($)

(2)

we have inadequate segregation of duties consistent with the control objectives including but not limited to the disbursement process, transaction or account changes, and the performance of account reconciliations and approval;

Michael D. Rountree, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President, Treasurer and Secretary

2026

250,000

None

None(1)

None

Total: 250,000

(3)

we have ineffective controls over the period end financial disclosure and reporting process caused by reliance on third-party experts and/or consultants and insufficient accounting staff.

2025

250,000

None

Total: 250,000

A. Carl Mudd, Ombudsman, Director and Chairman of the Board

2026

120,000

None

None(1)

None

Total: 120,000

2025

120,000

None

Total: 120,000

S. Randall Oveson, Director

2026/2025

—

Total: —

~~Changes~~(1) The Summary Compensation Table reports as “None” the column captioned “Stock Awards” for fiscal year 2026 because the equity issued to Mr. Rountree and Mr. Mudd on January 31, 2026 represented the settlement of previously accrued and previously expensed liabilities rather than new compensation awarded in ~~Internal~~fiscal ~~Control~~year ~~Over~~2026. ~~Financial~~Specifically, ~~Reporting~~as further described below and in Note 7 and Note 8 to the accompanying consolidated financial statements: (i) approximately $1,690,000 of accrued and unpaid base salary owing to Mr. Rountree was settled through the issuance of approximately 2,414,286 shares of restricted common stock (after giving effect to the May 4, 2026 reverse stock split, at an adjusted stated issuance price of $0.70 per share); (ii) approximately $337,480 of unpaid advances by Mr. Rountree on behalf of the Company was settled through the issuance of approximately 482,114 shares of restricted common stock at the same adjusted stated issuance price; and (iii) approximately $610,000 of accrued advisory fees owing to Mr. Mudd was settled through the issuance of approximately 871,429 shares of restricted common stock (after giving effect to the May 4, 2026 reverse stock split, at the same adjusted stated issuance price of $0.70 per share). The Company expensed and disclosed the underlying compensation and advisory fees in the periods in which the services were rendered. The January 31, 2026 issuance of restricted common stock represented settlement of these previously accrued obligations and is therefore not reported as a new fiscal year 2026 stock award in the Summary Compensation Table. The aggregate fair value of the equity instruments issued in connection with these settlements is reflected in the Company’s consolidated financial statements and in Item 13 — Certain Relationships and Related Transactions, and Director Independence.

No24 ~~substantial~~Table changes in our internal control over financial reporting occurred during 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, except that we have increased our use of ~~external accounting services and adopted policies to improve timely reviews by management and coordination with accounting consultants.~~Contents

~~ITEM~~Michael 9BD. ~~OTHER~~ ~~INFORMATION.~~ Rountree

~~None~~Mr. Rountree was appointed Chief Operating Officer on June 21, 2017 and was appointed interim Chief Financial Officer and Treasurer on December 8, 2020. Effective January 31, 2021, Mr. Rountree formally accepted the positions of Chief Executive Officer and Chief Financial Officer. Effective January 17, 2023, Mr. Rountree assumed the additional role of President following the resignation of Jeffery Taylor. Effective April 2, 2025, Mr. Rountree was appointed Secretary of the Company.

~~ITEM~~Pursuant 9Cto his Executive Employment Agreement, as amended, Mr. ~~DISCLOSURE~~Rountree ~~REGARDING~~is ~~FOREIGN~~entitled ~~JURISDICTIONS~~to ~~THAT~~an ~~PREVENT~~annual ~~INSPECTIONS~~base salary of $250,000, which has historically accrued when unpaid due to the Company’s limited liquidity.

~~Not~~During ~~applicable~~the year ended January 31, 2021, Mr. Rountree received 120,000 shares of restricted common stock, after giving retroactive effect to the Company’s May 4, 2026 1-for-25 reverse stock split, in connection with his employment agreement.

27As ~~Table~~of January 31, 2026 and 2025, accrued and unpaid compensation owing to Mr. Rountree totaled approximately $0 and $1,440,000, respectively. On January 31, 2026, accrued compensation owing to Mr. Rountree totaling approximately $1,690,000 was settled through the issuance of ~~Contents~~restricted shares of common stock.

~~PART~~During ~~III~~the fiscal years ended January 31, 2026 and 2025, Mr. Rountree advanced funds on behalf of the Company totaling approximately $14,597 and $28,136, respectively. On January 31, 2026, amounts owing to Mr. Rountree relating to unpaid advances totaling approximately $337,480 were settled through the issuance of restricted shares of common stock.

~~ITEM 10~~A. ~~DIRECTORS,~~ ~~EXECUTIVE~~Carl ~~OFFICERS AND CORPORATE GOVERNANCE.~~ Mudd

~~The~~On ~~following~~December ~~table~~23, ~~represents~~2020, the ~~directors~~Company ~~and~~entered ~~executive~~into ~~officers~~a ofBoard ~~the~~Advisory ~~Company~~Agreement ~~and~~pursuant ~~its~~to ~~wholly~~which ~~owned~~Mr. ~~subsidiary,~~Mudd agreed to serve as Chairman of ~~January~~the ~~31,~~Board ~~2025:~~and Ombudsman of the Company.

Name	Position(s) Held	Age	Date First Elected or Appointed
A. Carl Mudd	Ombudsman, Director, Chairman of the Board, and Sole Member of the audit committee	81	December 23, 2020, as to all positions
Michael D Rountree	Chief Executive Officer(1), Chief Financial Officer, Chief Operating Officer, President and Treasurer	55	January 31, 2021, as to CEO and CFO, December 8, 2020, as to Treasurer and June 21, 2017, as to COO. January 17, 2023, as to President.
S. Randall Oveson	Director and Secretary, and Sole Director of Subsidiary, GaDu (1)	63	June 21, 2017, as to all positions other than Secretary, effective January 17, 2023.

Pursuant to the agreement, the Company accrued advisory fees of $10,000 per month commencing December 24, 2020.

~~(1)~~ On ~~April~~January 231, ~~2025~~2026, ~~Mr.~~accrued ~~Oveson~~advisory ~~resigned~~fees asowing ~~Secretary~~to ~~and~~ Mr. ~~Rountree~~Mudd ~~was~~totaling ~~appointed~~approximately ~~Secretary~~$610,000 ofwere ~~the~~settled ~~Company.~~through ~~Concurrently,~~ the ~~Board~~issuance of ~~Directors~~restricted shares of ~~the~~common ~~Company~~stock. ~~deemed~~As ~~it in the best interest~~ of ~~the~~January ~~Company~~31, 2026 and ~~the shareholders to dissolve Ga-Du Corporation; on April 3,~~ 2025, aamounts ~~Certificate~~owing ofto ~~Dissolution/Withdrawal~~Mr. ~~was~~Mudd ~~filed~~totaled ~~with~~approximately ~~the~~$0 ~~state~~and ~~of Nevada~~$490,000, ~~and Ga-Du Corporation was dissolved~~respectively.

~~Mr.~~Outstanding A.Equity ~~Carl Mudd~~Awards

MrNone. Mudd has extensive management experience, especially in the financial area, and has spent over 18 years consulting with and mentoring CEOs and board of directors of major companies on global strategy, business processes and international operations. In addition, he has 27 years of experience in international companies holding the key executive positions of chief financial officer, chief operating officer, and president. Mr. Mudd currently, and has previously, served as a member of the board of directors and chairman of the audit committee of other China- and U.S.-based NASDAQ and AMEX listed companies and as an advisory director to several large privately held companies. He also served as a Statutory Director and Chairman of the Nominating & Corporate Governance Committee of the National Association of Corporate Directors-North Texas Chapter and as Director in Residence with the Institute for Excellence in Corporate Governance-School of Management, University of Texas at Dallas.

~~Mr.~~Employment Mudd has extensive business experience in a variety of industries serving as President, COO, and CFO of multi-national corporations and as a coach/advisor to CEOs and Boards of Directors. His expertise includes board structure/best practices and corporate governance, global strategy, M&A, multi-national/global manufacturing and distribution, business restructure and turn-around, and developing/implementing enterprise-wide business process reengineering and change management in a variety of industries. Much of his experience has been with international businesses including Latin America, Western Europe and Asia, plus being based in China for six years.Agreements

~~Mr.~~As ~~Mudd~~of isJanuary a31, ~~Certified~~2026, ~~Public~~the ~~Accountant~~Company ~~(retired),~~maintained ~~holds~~an aemployment ~~business~~agreement ~~degree~~with ~~from St~~Michael D. ~~Edward’s~~Rountree ~~University in Austin, Texas~~ and a ~~Certification~~Board ofAdvisory ~~Director~~Agreement ~~Education~~with ~~from~~A. ~~The~~Carl ~~National Association of Corporate Directors Institute~~Mudd.

~~Mr. Mudd retired on December 31, 2014; however, he came out of retirement to serve as a~~ Director ~~and Ombudsman for the Company on December 23, 2020. Other than serving as a Director and Ombudsman for the Company, Mr. Mudd has been retired since 2014.~~ Compensation

SDirectors ~~Randall~~who ~~Oveson~~are also employees or officers of the Company do not receive additional compensation for service as directors. Other than compensation payable to Mr. Mudd pursuant to his Board Advisory Agreement and Ombudsman role, directors currently serve without separate cash compensation for board service.

BSClawback ~~MBA~~Policy •/ ~~Management,~~Item ~~Finance, and Accounting~~402(w)

~~Mr.~~The ~~Oveson~~Company ~~started~~is ~~his~~not ~~career~~a “listed issuer” (as adefined ~~Financial~~in ~~Analyst~~Rule ~~with~~10D-1 ~~Suite~~under ~~Thinking,~~the ~~Inc~~Exchange Act) because the Company’s common stock is not listed on a national securities exchange., As a ~~boutique~~result, ~~hospitality~~the ~~consulting~~Company ~~firm~~is innot ~~Newport~~required ~~Beach,~~to ~~CA.~~maintain ~~There~~or ~~Mr.~~disclose ~~Oveson~~a ~~developed~~compensation ~~systems~~recovery ~~and~~policy ~~processes~~under ~~used~~Rule 10D-1 or pursuant to ~~analyze~~Item ~~dozens~~402(w) of ~~hotels~~Regulation ~~part~~S-K, and no Exhibit 97 has been filed with this Annual Report on Form 10-K. The Company will evaluate the adoption of a ~~$500~~clawback ~~million+~~policy ~~portfolio~~that incomplies ~~various~~with ~~financial~~Rule 10D-1 if and ~~operational~~when ~~categories~~the ~~still~~Company’s incommon ~~use~~stock inbecomes ~~the~~listed ~~hospitality~~on ~~industry~~a ~~today~~national securities exchange.

~~Upon~~25 ~~completion~~Table of his MBA at Pepperdine University Mr. Oveson has taken CEO, COO, CFO, and CIO roles in hospitality, the aerospace, manufacturing, brokerage, action sports, telecommunications, and the banking and healthcare technology industries. His range of experience includes all aspects of management for start-up and mid-tier companies both public and private entities. He has led dozens of full financial audits and reviews and has also led numerous PCI audits and MasterCard RAMP reviews. He has been instrumental in projects as diverse as the first and largest prepaid CLEC in the State of California to building out and growing the first financial data center on the island of Antigua.Contents

28ITEM ~~Table~~12. ofSECURITY ~~Contents~~OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~Mr.~~The ~~Oveson~~following ~~served~~table assets ~~the~~forth ~~General~~certain ~~Manager~~information ~~and~~regarding ~~Director~~beneficial ownership of ~~Finance~~the ~~for~~Company’s ~~Grenada~~common ~~Citizenship~~stock ~~Development~~as ~~LTD~~of ~~from~~January ~~2016 to 2019~~31, ~~and~~2026 asby: a(i) ~~Director~~each ~~and~~person ~~Consultant~~known ~~for~~by ~~NOW~~the ~~CFO,~~Company ~~from 2019~~ to ~~January~~beneficially ~~2025,~~own ~~conducting~~more ~~outsourced~~than ~~accounting~~5% ~~work at all levels outside~~ of the ~~CPA~~Company’s ~~audits/reviews~~common ~~and~~stock; ~~tax~~(ii) ~~filings.~~each Hedirector; ~~presently~~(iii) ~~holds~~each ~~the~~executive ~~title~~officer; ofand ~~Director~~(iv) ofall ~~Finance~~executive ~~for~~officers aand ~~Utah~~directors ~~based~~as ~~Family~~a ~~Office~~group.

~~Mr.~~Beneficial ~~Oveson~~ownership is ~~currently~~determined ~~involved~~ in ~~financial~~accordance ~~processing~~with ~~projects~~Rule in13d-3 ~~Europe,~~under ~~Canada~~the Securities Exchange Act of 1934 and generally includes voting or investment power with respect to securities. Unless otherwise indicated, the Company believes each beneficial owner possesses sole voting and investment power with respect to the ~~US.~~shares indicated.

~~Michael~~As Dof January 31, 2026, the Company had 24,992,656 shares of common stock issued, of which 40,000 shares were held as treasury stock, resulting in 24,952,656 shares of common stock outstanding. ~~Rountree~~All share counts and percentages in the table below have been retroactively adjusted to reflect the May 4, 2026 1-for-25 reverse stock split.

Mr. Rountree is the Founder and President of Rountree Consulting, which he formed in 1997. Mr. Rountree has been the sole member of Rountree Consulting since 1997. He is a certified public accountant as well as a business and financial manager and advisor, providing financial, strategy, and business consulting services to clients with the goal of increasing sales and growing revenue, while also actively lowering expenses while streamlining operational efficiencies. Mr. Rountree spent 3 years with Deloitte and Touche, as well as Price Waterhouse, working on multi-state tax and financial accounting engagements for large Fortune 500 and Global 2000 clients. Mr. Rountree also spent 3 years at the State of California Franchise Tax Board. His initial work was with the traditional corporate and individual audit group, but he was quickly promoted to the forensics audit practice where he handled complex financial, tax and audit engagements.

Title of Class

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Ownership

Percent of Class

Officers and Directors

Common Stock

Michael D. Rountree

Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President, Treasurer and Secretary

300 S. El Camino Real, Suite 206

San Clemente, CA 92672

9,390,066 Direct

37.63%

Common Stock

A. Carl Mudd

Ombudsman, Director and Chairman of the Board

172 Eagles Peak South

Bullard, TX 75757

971,429 Direct

3.89%

Common Stock

S. Randall Oveson

Director

1881 W Traverse Pkwy #E633

Lehi, UT 84043

392,857 Indirect(1)

1.57%

Total Officers and Directors as a Group (3 persons)

10,754,352

43.10%

5% Beneficial Owners (Other than Officers and Directors)

Common Stock

Tim Lyons

136 Seep

Irvine, CA 92618

1,430,443 Direct(2)

5.73%

Common Stock

Stephen Marley

12095 SW 63rd Ave.

Miami, FL 33156

1,455,002 Direct(3)

5.83%

Common Stock

Redwood Blind Trust

2618 San Miguel Dr. #1213

Laguna Beach, CA 92660

Mr. Ian Subel, Trustee

Mr. Gannon Giguiere, beneficiary

5,365,314 Direct/Indirect(4)

21.50%

Total 5% Beneficial Owners (Other than Officers and Directors)

8,250,759

33.06%

Total Beneficial Ownership Reported Above

19,005,111

76.16%

(1) Consists of (i) 30,000 shares held directly by Mr. ~~Rountree~~Oveson, ~~has~~(ii) ~~dedicated~~342,857 ~~his~~shares ~~service~~held toby ~~his~~Charity ~~company,~~of ~~Rountree~~Christ ~~Consulting~~Ministry Trust, ~~since~~for ~~1997~~which Mr. Oveson serves as Trustee, and to(iii) ~~ESSI~~20,000 ~~since~~shares ~~June~~held 21by Deepsea Solutions LLC, ~~2017. He~~of ~~previously~~which ~~served~~Mr. asOveson is a ~~director~~fifty ~~for~~percent ~~Eventure~~(50%) ~~Interactive,~~owner. ~~Inc~~Mr., ~~which~~Oveson ~~went~~disclaims ~~dormant~~beneficial inownership ~~2016~~of the shares held by Charity of Christ Ministry Trust and Deepsea Solutions LLC except to the extent of any pecuniary interest therein.

~~Mr.~~26 ~~Rountree~~Table ~~holds a BS degree with an emphasis in Accountancy from C.S.U Long Beach and a Masters in Business Taxation from the Leventhal School~~ of ~~Accounting at the University Southern of California.~~ Contents

~~Information~~(2) ~~with~~Mr. ~~Respect~~Lyons’ beneficial ownership consists of 1,430,443 shares of common stock (after giving effect to ~~Our~~the ~~Board~~May 4, 2026 reverse stock split) issued to Mr. Lyons on January 31, 2026 in connection with the Company’s settlement of ~~Directors~~a vendor obligation owing to Take2L Ltd., as further described in Note 10 to the accompanying consolidated financial statements.

~~The~~(3) ~~following~~Mr. isMarley’s abeneficial ~~brief~~ownership ~~description~~consists of ~~the~~(i) ~~structure~~40,000 ~~and~~shares ~~certain functions~~ of ~~our~~common ~~Board~~stock of(after ~~Directors.~~giving ~~Each~~effect ofto the ~~current~~May ~~directors~~4, is2026 ~~serving~~reverse ~~until~~stock ~~his~~split) ~~respective~~held ~~successor~~by isMr. ~~duly~~Marley ~~elected,~~prior ~~subject~~ to ~~earlier~~the ~~resignation.~~fiscal Weyear doended ~~not~~January ~~have~~31, ~~standing audit~~2026, ~~compensation~~and or(ii) ~~nominating~~1,415,002 ~~committees~~shares of ~~our~~common ~~Board~~stock ofissued ~~Directors~~to Mr. ~~However,~~Marley ~~the~~on ~~full~~January ~~Board~~31, of2026 ~~Directors~~in ~~performs~~connection ~~all~~with of the ~~functions~~Company’s ofdebt asettlement ~~standing audit committee, compensation committee and nominating committee~~transactions.

~~Audit~~(4) ~~Committee~~Consists ~~Related~~of ~~Function~~(i) 6,538 shares of common stock (after giving effect to the May 4, 2026 reverse stock split) held directly by Mr. Giguiere prior to the fiscal year ended January 31, 2026, and (ii) 5,358,776 shares of common stock issued to Redwood Blind Trust on January 31, 2026 in connection with the Company's settlement of notes payable and a convertible note as further described in Item 13 below. Mr. Giguiere is the beneficiary of the Redwood Blind Trust; Mr. Subel serves as Trustee of Redwood Blind Trust. Mr. Giguiere and Mr. Subel may each be deemed to share beneficial ownership of the 5,358,776 shares held by Redwood Blind Trust by virtue of Mr. Giguiere's beneficial interest in Redwood Blind Trust and Mr. Subel's voting and investment power over its shares.

~~Mr.~~Percent ~~Carl Mudd currently serves as the sole member~~ of ~~our~~Class ~~audit committee. This~~ is ~~due~~calculated tobased ~~the~~on ~~small~~24,952,656 ~~number~~shares of ~~members~~common ofstock ~~our~~outstanding ~~Board~~as of ~~Directors~~January 31, ~~the~~2026, ~~small~~after ~~number~~giving ofeffect ~~executive~~to ~~officers~~the ~~involved~~May ~~with our Company~~4, ~~and~~2026 ~~the~~1-for-25 ~~fact~~reverse ~~that~~stock ~~we operate with few employees~~split. ~~Our~~The ~~Board~~table ofexcludes ~~Directors~~treasury ~~will continue to evaluate~~shares, ~~from~~custodial ~~time~~/ tobroker ~~time~~omnibus accounts, ~~whether~~and anon-beneficial ~~separately~~street ~~designated~~name ~~standing audit committee should be put in place~~holdings. ~~We do not have an audit committee charter.~~

WeReview ~~have~~and ~~two~~Approval ~~directors, plus our CEO, any one~~ of ~~whom~~Related ~~would~~Party ~~qualify as an “audit committee financial expert”, including Mr. Mudd who currently is the sole member serving on our audit committee.~~Transactions

~~Compensation~~In ~~Committee~~general, the Company’s policy is to submit material related party transactions to the Board of Directors for review and approval. The Board reviews related party transactions to determine whether such transactions are on terms that are fair to the Company and comparable to those that could be obtained in arm’s length transactions with unrelated third parties. Related ~~Function~~party transactions may involve directors, executive officers, greater than 5% stockholders, or affiliates of such persons.

WeRelated doParty ~~not~~Transactions ~~currently~~during ~~have~~Fiscal a standing compensation committee, and do not have a compensation committee charter. The full Board of Directors currently has the responsibility of reviewing and establishing compensation for executive officers and making policy decisions concerning salaries and incentive compensation for executive officers of the Company.2026

29Related ~~Table~~Party ofTransaction ~~Contents~~Threshold

~~The~~As ~~Company’s~~a ~~executive~~smaller ~~compensation~~reporting ~~program~~company, the Company is ~~administered~~required, bypursuant ~~the~~to ~~Board~~Item 404(d) of ~~Directors~~Regulation S-K, to disclose related party transactions in which ~~determines~~the amount involved exceeded or will exceed the ~~compensation~~lesser of ~~the~~$120,000 ~~Chief/Executive~~or ~~Officer/President~~one ~~and~~percent ~~the~~(1%) ~~Chief~~of ~~Financial~~the ~~Officer~~average of the Company.’s Intotal ~~reviewing~~assets at year-end for the ~~compensation~~last oftwo completed fiscal years. The Company’s average total assets at year-end for the ~~individual~~fiscal ~~executive~~years ~~officers~~ended January 31, ~~the~~2026 ~~Board~~and January 31, 2025 were approximately $139,048, of ~~Directors~~which ~~considers~~1% was approximately $1,390. Accordingly, the ~~recommendations~~lower threshold of $1,390 governs related party transaction disclosure for the ~~Chief~~fiscal ~~Executive~~year ~~Officer~~ended January 31, ~~other~~2026. ~~market~~The ~~information~~transactions ~~and~~described ~~current~~below ~~market~~include ~~conditions,~~all asrelated ~~well~~party astransactions ~~any~~known ~~existing~~to ~~employment~~the ~~agreements~~Company ~~with~~that ~~them~~exceeded the foregoing threshold.

~~Nominating~~27 ~~Committee~~Table ~~Related~~of ~~Function~~Contents

WeRountree doCompensation ~~not currently have a standing nominating committee. We have not adopted procedures by which security holders may recommend nominees to serve on our board of directors.~~Settlement

~~Director~~On ~~Independence~~January 31, 2026, the Company settled approximately $1,690,000 of accrued and unpaid base salary owing to Mr. Rountree, the Company’s Chief Executive Officer and Chief Financial Officer, by issuing approximately 2,414,286 shares of restricted common stock (after giving effect to the May 4, 2026 reverse stock split). The shares were issued at an adjusted stated issuance price of $0.70 per share. The settled compensation had been expensed in prior fiscal years under Mr. Rountree’s Executive Employment Agreement.

AsRountree ofAdvances January 31,2025, one (1) of our two (2) directors, A Carl Mudd, is considered “independent” in accordance with Rule 4200(a)(15) of the NASDAQ Marketplace Rules. Mr. Mudd is not an executive officer or employee of the Company, nor does he have any relationship with the Company which would interfere with the exercise of independent judgment in carrying out his responsibilities as a director. Mr. Oveson, our other director, is not considered an independent director.Settlement

~~Section~~On ~~16(a)~~January ~~Beneficial~~31, ~~Ownership~~2026, ~~Reporting~~the ~~Compliance~~Company settled approximately $337,480 of unpaid advances by Mr. Rountree on behalf of the Company by issuing approximately 482,114 shares of restricted common stock at the same adjusted stated issuance price of $0.70 per share. The advances had been previously recorded as amounts owing to Mr. Rountree in the Company’s consolidated balance sheets. See Note 7 to the accompanying audited consolidated financial statements.

~~Section~~Rountree ~~16(a)~~Licensing of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other of our equity securities. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.Settlement

ToOn ~~our~~January ~~knowledge~~31, ~~based~~2026, ~~solely~~the onCompany asettled ~~review~~approximately $12,794 of ~~the~~amounts ~~copies~~due ofto ~~such~~Mr. ~~reports~~Rountree ~~furnished~~relating to uslicensing ~~during~~arrangements ~~the~~by ~~fiscal~~issuing ~~year~~18,277 ~~ended~~shares ~~January~~of ~~31,~~restricted ~~2025~~common stock (after giving effect to the May 4, ~~all~~2026 ~~Section~~reverse ~~16(a~~stock split) ~~filing~~at ~~requirements~~the ~~applicable~~adjusted tostated ~~our~~issuance ~~officers,~~price ~~directors~~of ~~and~~$0.70 ~~greater~~per ~~than~~share. ~~10%~~The ~~beneficial~~licensing ~~owners~~arrangements ~~were~~had ~~not~~been ~~complied~~previously ~~with~~recorded in the Company's consolidated balance sheets. See Note 8 to the accompanying audited consolidated financial statements.

~~Code~~Mudd ofAdvisory ~~Ethics~~Fees Settlement

WeOn ~~have~~January ~~not~~31, ~~adopted~~2026, athe ~~Code~~Company settled approximately $610,000 of ~~Ethics~~accrued ~~for~~advisory ~~our~~fees ~~principal~~owing ~~executive~~to Mr. Mudd, the Company’s Chairman of the Board and ~~financial~~Ombudsman, ~~officers~~by issuing approximately 871,429 shares of restricted common stock (after giving effect to the May 4, 2026 reverse stock split) at an adjusted stated issuance price of $0.70 per share. The settled fees had been accrued under Mr. Mudd’s Board Advisory Agreement at the rate of $10,000 per month and had been expensed in the periods to which they related. Mr. Mudd’s aggregate beneficial ownership reported in Item 12 includes these 871,429 settlement shares and the 100,000 shares of restricted common stock initially issued to Mr. Mudd in connection with his December 23, 2020 appointment.

~~ITEM~~Rountree ~~11. EXECUTIVE~~Consulting, ~~COMPENSATION~~Inc.

~~Summary~~Rountree ~~Compensation~~Consulting, ~~Table~~Inc. has from time to time advanced funds to the Company and provided licensing and consulting services. During the fiscal year ended January 31, 2026, Rountree Consulting, Inc. provided advances and licensing arrangements to the Company in the aggregate amount of approximately $4,333,229. Outstanding obligations to Rountree Consulting, Inc. totaling approximately $4,333,229 were settled in connection with the Company’s January 31, 2026 debt settlement transactions through the issuance of approximately 6,190,326 shares of restricted common stock to Mr. Rountree, in satisfaction of obligations owed by the Company to Rountree Consulting, Inc., at the adjusted stated issuance price of $0.70 per share. Rountree Consulting, Inc. is an affiliate of Mr. Rountree. Mr. Rountree’s aggregate beneficial ownership reported in Item 12 (9,390,066 shares) reflects (i) Mr. Rountree’s pre-existing direct holdings of approximately 285,063 shares (after giving effect to the May 4, 2026 reverse stock split, or 7,126,575 shares prior to the reverse stock split), (ii) 2,914,677 shares issued directly to Mr. Rountree in connection with the salary, advances, and licensing settlements described above, and (iii) 6,190,326 shares issued to Mr. Rountree in satisfaction of obligations owed by the Company to Rountree Consulting, Inc.

~~The~~Charity ~~following~~of ~~table~~Christ ~~summarizes~~Ministry ~~the~~Trust ~~compensation~~— ~~paid,~~Ga-Du ~~with~~Dissolution ~~respect to years ended January 31, 2025, and 2024 for services rendered to us in all capacities, to each person who served as an executive officer of the Company.~~Settlement

Name & Principal Position

FYEJan 31

Salary($)

Bonus($)

Stock Award($)

Option Awards($)

Non-Equity Incentive Plan Compensation($)

Change in Pension Value and NonqualifiedDeferred Compensation Earning($)

All Other Compensation($)

Total($)

Michael D RountreeCEO, COO and CFO, President and Treasurer (1)

2025

250,000

None

250,000

2024

250,000

None

250,000

A Carl Mudd, Ombudsman, Director and Chairman of the Board (2)

2025

120,000

None

120,000

2024

120,000

None

120,000

In connection with the April 2025 dissolution of Ga-Du Corporation, the Company assumed certain liabilities of Ga-Du, including approximately $240,000 of obligations owing to S. Randall Oveson and issued to the Charity of Christ Ministry Trust, for which Mr. S. Randall Oveson, a director of the Company, serves as Trustee. On January 31, 2026, in connection with the Company’s broader debt settlement transactions, the Company issued 342,857 shares of restricted common stock (after giving effect to the May 4, 2026 reverse stock split) to Charity of Christ Ministry Trust at the adjusted stated issuance price of $0.70 per share in satisfaction of these assumed obligations. Mr. Oveson disclaims beneficial ownership of the shares held by Charity of Christ Ministry Trust except to the extent of any pecuniary interest therein. See Note 8 to the accompanying audited consolidated financial statements and Item 12.

3028 Table of Contents

[1]

Michael D. Rountree was appointed COO of the Company on June 21, 2017, and on December 8, 2020, he was appointed interim CFO and Treasurer. On January 28, 2021, effective January 31, 2021, Mr. Rountree formally accepted the positions of CEO and CFO. Effective January 17, 2023 Mr. Rountree assumed the role of President upon resignation of Mr. Jeffery Taylor. Mr. Rountree entered into a revised Executive Employment agreement, as amended March 1, 2021, whereunder he was issued 3,000,000 shares of restricted common stock valued at $33,000 in the year ended January 31, 2021, and was entitled to a base annual salary of $250,000 for each subsequent year, which amount shall accrue until such time as the Company has available resources. As at January 31, 2025 there was a total of $1,440,000 (January 31, 2024 - $1,190,000) in accrued and unpaid salary under the terms of the aforementioned employment agreement.

[2]

On December 23, 2020, the Company entered into a Board Advisory Agreement by which Mr. Carl Mudd agreed to serve as the Chairman of the Board of Directors of the Company and as Ombudsman for the Company. The Company has accrued an advisory fee of Ten Thousand Dollars ($10,000) per month, commencing December 24, 2020. As at January 31, 2025 Mr. Mudd was owed $490,00 ($370,000 – January 31, 2024) which is comprised of unpaid fees incurred under his contract.

Redwood Blind Trust — Settlement of Notes Payable and Convertible Note

~~Outstanding~~During ~~Equity~~the ~~Awards~~fiscal year ended January 31, 2026, the Company settled outstanding indebtedness held by Redwood Blind Trust, of which Ian Subel serves as Trustee and Mr. Gannon Giguiere is the beneficiary, through the issuance of restricted common stock. The settled obligations consisted of (i) notes payable with an aggregate carrying value of approximately $2,225,500 (see Note 6 to the accompanying audited consolidated financial statements); (ii) the principal balance of a convertible note payable of approximately $1,407,781 (see Notes 5 and 7 to the accompanying audited consolidated financial statements); and (iii) approximately $117,862 of accrued interest on the convertible note (see Notes 5 and 7 to the accompanying audited consolidated financial statements). The aggregate obligations of approximately $3,751,143 were settled on January 31, 2026 through the issuance of an aggregate of 5,358,776 shares of restricted common stock (after giving effect to the May 4, 2026 reverse stock split) at the adjusted stated issuance price of $0.70 per share, allocated as approximately 3,179,286 shares against the notes payable, 2,011,115 shares against the convertible note principal, and 168,375 shares against the accrued interest. Neither Mr. Subel nor Mr. Giguiere is a director, officer, or employee of the Company. As a result of these settlement issuances, together with 6,538 shares of common stock (after giving effect to the May 4, 2026 reverse stock split) held directly by Mr. Giguiere prior to the fiscal year ended January 31, 2026, Mr. Giguiere, the Redwood Blind Trust, and Mr. Subel as Trustee thereof became the beneficial owners, in the aggregate, of approximately 21.50% of the Company's outstanding common stock as of January 31, 2026 (see Item 12).

~~None~~Indemnification Agreements

~~Employment~~The ~~Agreements~~Company has entered into indemnification agreements with each of Mr. Rountree, Mr. Mudd, and Mr. Oveson, pursuant to which the Company has agreed to indemnify such individuals to the fullest extent permitted by applicable law against expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred by them in any action or proceeding to which any of them is or is threatened to be made a party by reason of his service as an officer or director of the Company.

WeOffice do not have any employment agreements as of January 31, 2025, other than the employment agreement with Mike Rountree as described above and the court ordered advisory fee payable to Mr. Mudd as Ombudsman.Space

~~Director~~The ~~Compensation~~Company’s principal executive office space is provided by Mr. Rountree at no cost to the Company. See Item 2 — Properties.

~~When~~Additional ~~our employees serve on our Board of Directors, we do not give them any additional compensation in respect of such Board service. Directors currently serve without compensation.~~Detail

~~ITEM~~Additional ~~12. SECURITY~~information ~~OWNERSHIP~~regarding OFrelated ~~CERTAIN~~party ~~BENEFICIAL~~transactions ~~OWNERS~~is ~~AND~~included ~~MANAGEMENT~~in ~~AND~~Note ~~RELATED~~7 ~~STOCKHOLDER~~(Related ~~MATTERS~~Party Transactions), Note 6 (Notes Payable and Convertible Notes Payable), and Note 8 (Subsequent and Settlement-Related Transactions) to the accompanying consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

~~The~~Director following table sets forth, as of January 31, 2025, certain information with respect to the beneficial ownership of its common stock by each stockholder known by the Company to be the beneficial owner of more than 5% of its common stock and by each of its current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.Independence

31For ~~Table~~a discussion of ~~Contents~~director independence, see Item 10 — Directors, Executive Officers and Corporate Governance — Director Independence. The Board of Directors has determined that both A. Carl Mudd and S. Randall Oveson qualify as independent directors under the independence standards set forth in Nasdaq Listing Rule 5605(a)(2).

Title of Class	Name of Beneficial Owner	Address	Amount and Nature of Shares (1)		Percent of Class Owned (2)			Percent of Total Voting Shares (3)
Directors and Officers
Common	Michael D. Rountree, CEO, CFO, and COO, President and Treasurer	300 S El Camino Real, #206 San Clemente, CA 92672	7,126,491 Direct			13.46	%		13.46	%
Common	A. Carl Mudd, Ombudsman, Director and Chairman of the Board	300 S El Camino Real, #206San Clemente, CA 92672	2,500,000 Direct			4.72	%		4.72	%
Common	S. Randall Oveson, Director and Secretary, and Sole Director of Subsidiary, GaDu (5)	492 N 120 WestLindon, UT 84014		1,750,000(of which 750,000 shares are held directly and 1,000,000 shares are held by Deepsea Solutions LLC)(4)		3.30	%		3.30	%
	Total Officers and Directors as a Group (3 persons)		11,376,491 Common Shares			21.08	%		21.08	%
Common	Jeffery Taylor	1608 KauhikoaHaiku, HI 96708	4,279,019 Direct			8.08	%		8.08	%
Common	Andy Tucker(Deceased)	11054 SE 212th Street Seattle, WA98031	5,447,019 Direct			10.29	%		10.29	%
Common	Don Lee Taylor	1608 KauhikoaHaiku, HI 96708	4,279,019 Direct			8.08	%		8.08	%
	Total greater than 5% holders as a Group		14,005,057 Common Shares			26.45	%		26.45	%
	Total Common			25,381,548		47.92	%		47.92	%

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1)

As used herein, the term beneficial ownership with respect to a security is defined by Rule 13d-3 under the Securities Exchange Act of 1934 as consisting of sole or shared voting power (including the power to vote or direct the vote) and/or sole or shared investment power (including the power to dispose or direct the disposition of) with respect to the security through any contract, arrangement, understanding, relationship or otherwise, including a right to acquire such power(s) within 60 days of January 31,2025. Unless otherwise noted, beneficial ownership consists of sole ownership, voting and investment rights.

(2)

There were 52,957,572 shares of common stock outstanding on January 31, 2025, and 0 shares of Preferred Stock issued and outstanding.

Audit Fees

(3)	Calculation of percentage of Voting Shares is based on the following voting rights: (a) each share of Common Stock has the right to cast one (1) vote.
(4)	Deepsea Solutions LLC is 50% controlled by S. Randall Oveson.
(5)	On April 2, 2025, Mr. Oveson resigned as Secretary and Mr. Rountree was appointed Secretary of the Company. Concurrently, the Board of Directors of the Company deemed it in the best interest of the Company and the shareholders to dissolve Ga-Du Corporation; on April 3, 2025, a Certificate of Dissolution/Withdrawal was filed with the state of Nevada, and Ga-Du Corporation was dissolved.

The aggregate fees billed by Fruci & Associates II, PLLC for professional services rendered in connection with the audit of the Company’s annual consolidated financial statements for the fiscal years ended January 31, 2026 and 2025 were $59,500 and $47,625, respectively.

32Audit-Related ~~Table~~Fees, ofTax ~~Contents~~Fees and All Other Fees

~~ITEM~~No ~~13. CERTAIN~~audit-related ~~RELATIONSHIPS~~fees, ~~AND~~tax ~~RELATED~~fees, ~~TRANSACTIONS~~or other fees were billed by the Company’s independent registered public accounting firm during the fiscal years ended January 31, ~~AND~~2026 ~~DIRECTOR~~and ~~INDEPENDENCE~~2025.

~~Our~~Audit ~~Board~~Committee ~~of Directors currently consists of two directors, one of was officer of the Company through April 2, 2025. As of January 31, 2025, we disclose that we had one independent director.~~Matters

In general, it is our policy to submit all proposed related party transactions (those of the kind and size that may require disclosure under Regulation S-K, Item 404) to the Board of Directors for approval. The ~~Board of Directors only approves those transactions that are on terms comparable to, or more beneficial to us than, those that could be obtained in arm~~Company’s ~~length~~audit ~~dealings~~committee ~~with~~functions anare ~~unrelated~~performed ~~third~~by ~~party~~Mr. ~~Examples~~Mudd. ofAudit ~~related~~fees ~~party~~represented ~~transactions~~100% ~~covered by our policy are transactions in which any~~ of the ~~following~~total ~~individuals~~fees ~~has~~billed orby ~~will~~the ~~have~~Company’s aindependent ~~direct~~registered orpublic ~~indirect~~accounting ~~material~~firm ~~interest:~~during ~~any of our directors or executive officers, any person who is known to us to be~~ the ~~beneficial~~fiscal ~~owner~~years ofended ~~more~~January ~~than 5% of our common stock~~31, 2026 and ~~any immediate family member of one of our directors or executive officers or person known to us to be the beneficial owner of more than 5% of our common stock~~2025.

~~Details~~29 Table of ~~Related Party Transactions are disclosed in Note 7 to the Financial Statements appended hereto.~~Contents

~~ITEM~~PART ~~14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.~~ IV

~~Audit~~ITEM ~~Fees~~15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The ~~aggregate~~following ~~fees~~documents ~~billed~~have tobeen usfiled byas ~~our~~a ~~principal~~part ~~accountants,~~of ~~Fruci~~this &Annual ~~associates~~Report ~~II,~~on ~~PLLC~~Form ~~for auditing services for fiscal year 2025 was $47,625 and for year 2024 was $36,000.~~10-K:

~~Audit-Related~~1. ~~Fees,~~Financial ~~Tax Fees and All Other Fees~~Statements

There were no fees billed to us by our principal accountant for fiscal year 2025 and 2024 for assurance and related services (audit-related fees), tax services or other products and services.

Report of Independent Registered Public Accounting Firm (PCAOB ID: 5525)		F-1
Consolidated Balance Sheets		F-2
Consolidated Statements of Operations		F-3
Consolidated Statement of Changes in Stockholders’ Deficit		F-4
Consolidated Statements of Cash Flows		F-5
Notes to Consolidated Financial Statements		F-6

~~Audit~~30 ~~Committee~~Table ~~Matters~~of Contents

WeREPORT ~~have~~OF anINDEPENDENT ~~audit~~REGISTERED ~~committee~~PUBLIC ~~consisting~~ACCOUNTING ~~of one member. The audit fees were 100% and the audit related fees were 0% of the total fees and were approved by the Audit Committee Chair and our Board of Directors.~~FIRM

33To ~~Table~~the Board of ~~Contents~~Directors and Stockholders of Eco Science Solutions, Inc.

~~PART~~Opinion IVon the Financial Statements

~~ITEM~~We ~~15 EXHIBITS~~have ~~AND~~audited ~~FINANCIAL~~the ~~STATEMENT~~accompanying ~~SCHEDULES~~ consolidated balance sheets of Eco Science Solutions, Inc. (“the Company”) as of January 31, 2026 and 2025, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended January 31, 2026, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2026, and 2025 and the results of its operations and its cash flows for each of the years in the two-year period ended January 31, 2026, in conformity with accounting principles generally accepted in the United States of America.

a)Going ~~The following documents have been filed as a part of this Annual Report on Form 10-K~~Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has an accumulated deficit, a working capital deficit, has historically incurred operating losses and negative cash flows from operations, and has limited cash resources. ~~Financial~~These ~~Statements~~factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

		Page
Report of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets		F-2
Consolidated Statements of Operations		F-3
Consolidated Statement of Changes in Stockholders’ Deficit		F-4
Consolidated Statements of Cash Flows		F-5
Notes to Consolidated Financial Statements		F-6

Basis for Opinion

34These ~~Table~~financial statements are the responsibility of ~~Contents~~the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~REPORT~~We OFconducted ~~INDEPENDENT~~our ~~REGISTERED~~audits ~~PUBLIC~~in ~~ACCOUNTING~~accordance ~~FIRM~~with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

ToOur audits included performing procedures to assess the ~~Board~~risks of ~~Directors~~material misstatement of the financial statements, whether due to error or fraud, and ~~Shareholders~~performing ofprocedures ~~Eco~~that ~~Science~~respond ~~Solutions~~to those risks. Such procedures included examining, ~~Inc~~on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~Opinion~~Critical onAudit ~~the Financial Statements~~Matters

WeThe ~~have~~critical ~~audited~~audit ~~the~~matters ~~accompanying~~communicated ~~consolidated~~below ~~balance~~are ~~sheets~~matters ofarising ~~Eco~~from ~~Science Solutions, Inc. (“~~the ~~Company”)~~current asperiod audit of ~~January 31, 2025 and 2024, and~~ the ~~related~~financial ~~consolidated~~ statements ofthat ~~operations,~~were ~~stockholders’~~communicated ~~deficit,~~or ~~and~~required ~~cash~~to ~~flows~~be ~~for~~communicated ~~each~~to of the ~~years~~audit incommittee ~~the~~and ~~two-year~~that: ~~period~~(1) ~~ended~~relate ~~January~~to ~~31,~~accounts ~~2025,~~or ~~and~~disclosures ~~the~~that ~~related~~are ~~notes~~material ~~(collectively referred~~ to as the financial statements and (2). Ininvolved our ~~opinion~~especially challenging, ~~the financial statements present fairly~~subjective, inor ~~all~~complex ~~material~~judgments. ~~respects,~~The ~~the~~communication ~~financial~~of ~~position~~critical ofaudit ~~the~~matters ~~Company~~does asnot ofalter ~~January~~in ~~31,~~any ~~2025~~way ~~and~~our ~~2024~~opinion ~~and~~on the ~~results~~financial ofstatements, ~~its~~taken ~~operations~~as ~~and~~a ~~its~~whole, ~~cash~~and ~~flows~~we ~~for~~are ~~each~~not, ofby communicating the ~~years~~critical inaudit ~~the~~matters ~~two-year~~below, ~~period~~providing ~~ended~~separate ~~January~~opinions ~~31,~~on ~~2025,~~the incritical ~~conformity~~audit ~~with~~matters ~~accounting~~or ~~principles~~on ~~generally~~the ~~accepted~~accounts inor ~~the~~disclosures ~~United~~to ~~States~~which ofthey ~~America~~relate.

~~Going~~Critical ~~Concern~~audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

~~The~~Fruci ~~accompanying~~& ~~financial~~Associates ~~statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements~~II, ~~the~~PLLC– ~~Company~~PCAOB ~~has~~ID ~~not~~#05525 generated significant revenue to date and has a large working capital deficit and accumulated deficit. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Basis~~We ~~for~~have ~~Opinion~~served as the Company’s auditor since 2024

~~These~~Spokane, financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Washington

WeJune conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement5, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.2026

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.F-1

~~Critical~~ECO ~~Audit~~SCIENCE ~~Matters~~SOLUTIONS, INC.

~~The~~AUDITED ~~critical~~CONSOLIDATED ~~audit~~BALANCE matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.SHEETS

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

	January 31, 2026			January 31, 2025

ASSETS
Current assets
Cash	$	32,699		$	2,817
Prepaid expenses		38,125			4,455
Total current assets		70,824			7,272

Intangible asset		100,000			100,000
TOTAL ASSETS	$	170,824		$	107,272

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	889,788		$	4,411,737
Related party payables		-			2,713,694
Notes payable, short-term, related party		-			3,952,782
Notes payable		350,000			2,960,118
Convertible note, net		-			1,656,213
Liabilities held on divestiture		-			975,000
Total current liabilities		1,239,788			16,669,544

Total liabilities		1,239,788			16,669,544

Commitments and contingencies		-			-

Stockholders’ deficit
Preferred stock, $0.001 par, 50,000,000 shares authorized of which 1,000 shares are designated Series A Voting Preferred, none issued and outstanding		-			-
Common stock, $0.0001 par, 650,000,000 shares authorized, 24,992,656 shares issued and 24,952,656 shares outstanding as of January 31, 2026, and 2,158,359 shares issued and 2,118,359 shares outstanding as of January 31, 2025		2,499			216
Treasury stock (40,000 shares issued at a cost of $0.1875 per share)		(7,500	)		(7,500	)
Additional paid in capital		68,220,090			62,171,284
Accumulated deficit		(69,284,053	)		(78,726,272	)
Total stockholders’ deficit		(1,068,964	)		(16,562,272	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	170,824		$	107,272

~~Fruci~~The &accompanying ~~Associates~~notes ~~II,~~are ~~PLLC~~an –integral ~~PCAOB~~part IDof ~~#05525We~~these ~~have~~audited ~~served~~consolidated asfinancial ~~the Company’s auditor since 2024~~statements. ~~Spokane, Washington May 15, 2025~~

F-12 Table of Contents

ECO SCIENCE SOLUTIONS, INC.

~~AUDITED~~ CONSOLIDATED ~~BALANCE~~STATEMENTS ~~SHEETS~~OF OPERATIONS

	January 31,2025			January 31,2024
	For the Year endedJanuary 31,
ASSETS
	2026			2025
Current assets
Revenue	$	-		$	-
Cash	$	2,817		$	2,106
Total revenue		-			-
Prepaid expenses		4,455			-
Operating expenses:
Total current assets		7,272			2,106
Legal, accounting and audit fees		101,290			140,554
Intangible asset		100,000			100,000
Management and consulting fees		502,000			503,281
TOTAL ASSETS	$	107,272		$	102,106
Research, development, and promotion		307,867			331,578
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Office supplies and other general expenses		47,195			49,726
Current liabilities
Total operating expenses		958,352			1,025,139
Accounts payable and accrued expenses	$	4,666,737		$	4,196,092
Net operating loss		(958,352	)		(1,025,139	)
Related party payables		3,433,694			3,118,025
Other income (expenses)
Notes payable, short-term, related party		3,952,782			3,632,242
Interest expense		(83,845	)		(39,016	)
Notes payable		2,960,118			2,960,118
Interest expense, related parties		(40,768	)		(37,533	)
Convertible note, net		1,656,213			1,656,213
Gain on debt forgiveness		343,833			-
Total current liabilities		16,669,544			15,562,690
Gain on debt settlement		10,181,351			-
Total liabilities		16,669,544			15,562,690
Total other income (expenses)		10,400,571			(76,549	)
Commitments and contingencies		-			-
Income tax expense		-			-
Stockholders’ deficit
Net income (loss)	$	9,442,219			(1,101,688	)
Preferred stock, $0.001 par, 50,000,000 shares authorized of which 1,000 shares are designated Series A Voting Preferred, none issued and outstanding		-			-
Net income (loss) per common share - basic and diluted	$	4.37			(0.51	)
Common stock, $0.0001 par, 650,000,000 shares authorized, 53,957,572 shares issued and 52,957,572 shares outstanding		5,396			5,396
Weighted average common shares outstanding - basic and diluted		2,158,359			2,158,359
Treasury stock (1,000,000 shares issued at a cost of $0.0075 per share)		(7,500	)		(7,500	)
Additional paid in capital		62,166,104			62,166,104
Accumulated deficit		(78,726,272	)		(77,624,584	)
Total stockholders’ deficit		(16,562,272	)		(15,460,584	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	107,272		$	102,106

The accompanying notes are an integral part of these audited consolidated financial statements.

F-23 Table of Contents

ECO SCIENCE SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~STOCKHOLDERS’ DEFICIT

	For the Year ended January 31,
	Preferred Stock						Common Stock				Treasury Stock						Additional Paid-in		Accumulated			Total Stockholders’
	2025			2024
	Shares			Amount			Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
Revenue	$	-		$	-
Balance, January 31, 2024		-		$	-			2,158,359	$	216		(40,000	)	$	(7,500	)	$	62,171,284	$	(77,624,584	)	$	(15,460,584	)
Total revenue		-			-
Net loss		-			-			-		-		-			-			-		(1,101,688	)		(1,101,688	)
Operating expenses:
Balance, January 31, 2025		-		$	-			2,158,359	$	216		(40,000	)	$	(7,500	)	$	62,171,284	$	(78,726,272	)	$	(16,562,272	)
Cost of revenue		-			-
Stock issuance under debt settlement		-			-			22,834,297		2,283		-			-			6,048,806		-			6,051,089
Legal, accounting and audit fees		140,554			125,358
Net income		-			-			-		-		-			-			-		9,442,219			9,442,219
Management and consulting fees		503,281			592,333
Balance, January 31, 2026		-		$	-			24,992,656	$	2,499		(40,000	)	$	(7,500	)	$	68,220,090	$	(69,284,053	)	$	(1,068,964	)
Research, development, and promotion		331,578			404,865
Office supplies and other general expenses		49,726			47,467
Total operating expenses		1,025,139			1,170,023
Net operating loss		(1,025,139	)		(1,170,023	)
Other income (expenses)
Interest expense		(39,016	)		(38,912	)
Interest expense, related parties		(37,533	)		(33,333	)
Total other income (expenses)		(76,549	)		(72,245	)
Income tax expense		-			-
Net loss	$	(1,101,688	)		(1,242,268	)
Net loss per common share - basic and diluted	$	(0.02	)		(0.02	)
Weighted average common shares outstanding - basic and diluted		52,957,572			52,957,572

The accompanying notes are an integral part of these audited consolidated financial statements.

F-34 Table of Contents

ECO SCIENCE SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS’~~CASH ~~DEFICIT~~FLOWS

	Preferred Stock						Common Stock				Treasury Stock						AdditionalPaid in		Accumulated
	For the Year January 31,
	Shares			Amount			Shares		Amount		Shares			Amount			Capital		Deficit			Total
	2026			2025
Balance, January 31, 2023		-		$	-			53,957,572	$	5,396		(1,000,000	)	$	(7,500	)	$	62,166,104	$	(76,382,316	)	$	(14,218,316	)
Cash flows from operating activities:
Net loss		-			-			-		-		-			-			-		(1,242,268	)		(1,242,268	)
Net income (loss)	$	9,442,219		$	(1,101,688	)
Balance, January 31, 2024		-		$	-			53,957,572	$	5,396		(1,000,000	)	$	(7,500	)	$	62,166,104	$	(77,624,584	)	$	(15,460,584	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Net Loss		-			-			-		-		-			-			-		(1,101,688	)		(1,101,688	)
(Gain) on debt settlement		(10,181,351	)		-
Balance, January 31, 2025		-		$	-			53,957,572	$	5,396		(1,000,000	)	$	(7,500	)	$	62,166,104	$	(78,726,272	)	$	(16,562,272	)
(Gain) on debt forgiveness		(343,833	)		-
Changes in operating assets and liabilities:
Prepaid expenses		(33,670	)		(4,455	)
Increase in accounts payable and accrued expenses		53,322			470,645
Increase in related party payables		695,532			315,669
Net cash used in operating activities		(367,781	)		(319,829	)
Cash Flows from Investing Activities:
Purchase of software		-			-
Net cash used in investing activities		-			-
Cash flows from financing activities:
Advances from related party loans		397,663			320,540
Net cash provided by financing activities		397,663			320,540
Net increase in cash		29,882			711
Cash-beginning of year		2,817			2,106
Cash-end of year	$	32,699		$	2,817
SUPPLEMENTAL DISCLOSURES
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES
Liabilities held on divestiture settled by issuance of stock	$	735,000		$	-
Accounts payable and accrued expenses settled by issuance of stock	$	3,926,533		$	-
Related party payables settled by issuance of stock	$	3,019,060		$	-
Notes payable, short-term, related party settled by issuance of stock	$	4,350,446		$	-
Notes payable settled by issuance of stock	$	2,545,188		$	-
Convertible note, net, settled by issuance of stock	$	1,656,213		$	-
Accounts payable and accrued expenses forgiveness	$	38,903		$	-
Liabilities held on divestiture forgiveness	$	240,000		$	-
Notes payable forgiveness	$	64,930		$	-

The accompanying notes are an integral part of these audited consolidated financial statements.

F-45 Table of Contents

ECO SCIENCE SOLUTIONS, INC.

~~CONSOLIDATED~~NOTES ~~STATEMENTS~~TO OFTHE ~~CASH~~CONSOLIDATED ~~FLOWS~~FINANCIAL STATEMENTS

	For the Year January 31,
	2025			2024
Cash flows from operating activities:
Net loss	$	(1,101,688	)	$	(1,242,268	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Prepaid expenses		(4,455	)		14,000
Increase in accounts payable and accrued expenses		470,645			545,505
Increase in related party payables		315,669			324,080
Net cash used in operating activities		(319,829	)		(358,683	)
Cash Flows from Investing Activities:
Purchase of software		-			(100,000	)
Net cash used in investing activities		-			(100,000	)
Cash flows from financing activities:
Advances from related party loans		320,540			460,263
Net cash provided by financing activities		320,540			460,263
Net increase in cash		711			1,580
Cash-beginning of year		2,106			526
Cash-end of year	$	2,817		$	2,106
SUPPLEMENTAL DISCLOSURES
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

NOTE 1 – NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

~~The~~Organization ~~accompanying~~and ~~notes~~nature ~~are an integral part~~ of ~~these audited consolidated financial statements.~~business

~~F-5~~Eco ~~Table~~Science Solutions, Inc. (the “Company”) was incorporated in the State of ~~Contents~~Nevada on December 8, 2009, under the name Pristine Solutions, Inc. On January 8, 2014, the Company changed its name to Eco Science Solutions, Inc.

~~ECO~~On ~~SCIENCE~~June ~~SOLUTIONS~~21, ~~INC~~2017, the Company acquired 100% of the issued and outstanding capital stock of Ga-Du Corporation (“Ga-Du”), which became a wholly owned subsidiary. Ga-Du provided a financial services platform, as well as inventory control, advisory, and retail inventory management software solutions.

~~NOTES~~On TOJanuary ~~THE~~28, ~~CONSOLIDATED~~2021, ~~FINANCIAL~~the ~~STATEMENTS~~Company entered into an Asset Purchase Agreement with Haiku Holdings, LLC, pursuant to which the Company acquired an enterprise software platform designed to support accounting, inventory management, customer relationship management, and overall business operations.

~~NOTE~~On 1April ~~– NATURE~~5, OF2023, ~~BUSINESS~~the ~~AND~~Company ~~CONTINUANCE~~entered OFinto ~~OPERATIONS~~a Software Acquisition Agreement with eXPO Financial Services LLC, pursuant to which the Company acquired all rights, title, and interest in a proprietary software platform known as the eXPO (electronic eXchange portal) for a total purchase price of $100,000.

~~Organization~~On April 2, 2025, the Company’s Secretary resigned and ~~nature~~a successor was appointed. Concurrently, the Board of ~~business~~Directors approved the dissolution of Ga-Du. On April 3, 2025, a Certificate of Dissolution/Withdrawal was filed with the State of Nevada, and Ga-Du was formally dissolved.

~~The~~On January 31, 2026, the Company completed a series of non-cash debt settlement transactions pursuant to which a substantial portion of outstanding liabilities was ~~incorporated~~extinguished inthrough the ~~state~~issuance of ~~Nevada~~common onstock. ~~December~~These 8,transactions ~~2009~~resulted ~~under~~in ~~the~~a ~~name~~significant ~~Pristine~~increase ~~Solutions,~~in ~~Inc. On~~issued ~~January~~and 8,outstanding ~~2014~~shares and a corresponding reduction in liabilities, and gave rise to the ~~Company~~recognition ~~changed~~of ~~its~~a ~~name~~material ~~from~~gain ~~Pristine~~on ~~Solutions,~~debt ~~Inc.~~settlement toin ~~Eco~~the ~~Science~~consolidated ~~Solutions~~statements of operations for the year ended January 31, ~~Inc~~2026.

On ~~June~~March 219, ~~2017~~2026, the ~~Company acquired~~Board ~~100%~~of Directors and stockholders holding a majority of the ~~shares~~Company’s ofvoting ~~capital~~power approved a 1-for-25 reverse stock split of ~~Ga-Du~~the ~~Corporation~~Company’s ~~(“Ga-Du”),~~issued atand ~~which~~outstanding ~~time~~common ~~Ga-Du~~stock. ~~became~~Written aconsent ~~wholly~~was ~~owned~~obtained ~~subsidiary~~from stockholders representing approximately 64.57% of the Company’s outstanding voting power. ~~Ga-Du~~ ~~offers~~The areverse ~~Financial~~stock ~~Services~~split ~~Platform,~~became aseffective ~~well~~on asMay ~~Inventory~~4, ~~Control~~2026. ~~and~~The ~~Advisory~~Company ~~Software~~filed ~~Platforms, and~~an ~~Retail~~Information ~~Inventory~~Statement ~~Control,~~on ~~bringing~~Schedule ~~important~~14C ~~enterprise~~with ~~technologies~~the ~~in-house~~Securities and ~~bringing~~Exchange ~~ESSI~~Commission anto ~~opportunity~~provide notice to ~~expand~~stockholders and disclose the ~~reach~~details of ~~its~~the ~~Herbo~~reverse ~~branding~~stock split.

OnPursuant ~~January~~to ~~28, 2021,~~ the ~~Company~~reverse ~~entered~~stock ~~into an Asset Purchase Agreement with Haiku Holdings~~split, ~~LLC,~~every ~~wherein~~twenty-five ~~the~~issued ~~Company~~and ~~purchased~~outstanding anshares ~~enterprise~~of ~~software~~common ~~platform,~~stock ~~coupling~~were ~~the~~automatically ~~Company’s~~combined ~~consumer~~into ~~engagement~~one ~~applications~~issued and ~~e-commerce~~outstanding ~~platform~~share toof ~~this~~common ~~proprietary~~stock. ~~enterprise~~Fractional ~~accounting,~~shares ~~inventory~~resulting ~~management,~~from ~~customer~~the ~~relationship~~reverse ~~management,~~stock ~~and~~split ~~overall~~were ~~business~~rounded ~~operations,~~in ofaccordance ~~which~~with ~~was~~the ~~developed by Haiku Holdings, LLC. The~~ terms of the ~~Asset~~corporate ~~Purchase~~action. ~~Agreement~~The ~~are~~reverse ~~such~~stock ~~that~~split ~~ESSI~~did ~~shall~~not ~~deliver~~affect to the ~~Seller~~number ~~and/or~~of ~~it’s~~authorized ~~assigns~~shares anof ~~aggregate~~common ~~of 1,500,000 shares~~stock ofor ~~its~~the ~~restricted~~par ~~common~~value ~~stock~~per share.

OnIn ~~April~~accordance 5,with ~~2023~~ASC 260, ~~the~~Earnings ~~Company~~Per ~~and~~Share, ~~eXPO~~all ~~Financial~~share ~~Services~~and ~~LLC~~per-share ~~entered~~amounts ~~into~~presented ain ~~Software Acquisition Agreement (~~the ~~“Software~~accompanying ~~Agreement”)~~consolidated ~~whereunder~~financial ~~the~~statements, ~~Company~~including ~~has~~shares ~~acquired~~issued ~~from~~and ~~eXPO~~outstanding, ~~Financial~~earnings ~~Services~~(loss) ~~all~~per ~~rights~~share, ~~title~~weighted ~~and~~average ~~interest~~shares tooutstanding, aexercise ~~computer~~prices, ~~program~~conversion ~~referred~~prices, toand asall ~~eXPO~~other ~~(electronic~~per-share ~~eXchange~~data ~~portal)~~ for aall ~~total~~periods ~~purchase price of $100~~presented,~~000 payable~~ inhave ~~installments~~been ~~over~~retroactively anadjusted ~~eight-month~~to ~~period~~reflect ~~commencing~~the ~~April~~reverse ~~15,~~stock ~~2023~~split, ~~and~~unless ~~paid~~otherwise ~~in full as of January 31, 2024~~indicated.

Going Concern

~~These~~The ~~audited~~accompanying consolidated financial statements have been prepared onassuming ~~a going concern basis, which implies~~ that the Company will continue toas ~~realize~~a ~~its~~going ~~assets and discharge its liabilities in the normal course of business~~concern. ~~The~~As ~~Company~~reflected ~~has not generated significant revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings~~ in the ~~immediate~~accompanying orconsolidated ~~foreseeable~~financial ~~future. As at January 31~~statements, ~~2025,~~ the Company had aan ~~working~~accumulated ~~capital~~ deficit of $~~16.7 million~~69,284,053 and anworking ~~accumulated~~capital deficit of $~~78.7 million.~~1,124,029 ~~The~~as ~~continuation~~ of ~~the~~January ~~Company~~31, as2026. aThe ~~going~~Company ~~concern~~generated isnet ~~dependent~~income ~~upon~~of ~~the~~$9,442,219 ~~continued~~during ~~financial~~the ~~support~~year ~~from~~ended ~~its~~January ~~shareholders~~31, ~~the~~2026, ~~ability~~primarily toresulting ~~raise~~from ~~equity~~non-cash orgains associated with debt ~~financing,~~settlement ~~and~~transactions. ~~the~~The ~~attainment~~Company ofhas ~~profitable~~historically ~~operations~~incurred ~~from~~operating ~~the~~losses ~~Company’s~~and ~~future~~negative ~~business.~~cash ~~These~~flows ~~factors~~from ~~raise~~operations ~~substantial~~and ~~doubt~~has ~~regarding~~limited ~~the~~cash ~~Company’s~~resources ~~ability~~available to ~~continue~~fund ~~as a going concern~~operations.

~~Other~~These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued. Management intends to fund operations through additional debt and equity financings, strategic transactions, improved operating performance and other capital raising initiatives. However, there can be no assurance that the Company will be successful in obtaining additional financing or achieving profitable operations.

~~Factors~~The ~~which~~consolidated ~~may~~financial ~~impact~~statements ~~the~~do ~~Company’s~~not ~~ongoing operations~~ include ~~inflation,~~any ~~the~~adjustments ~~recent~~that ~~war~~might ~~in the Ukraine, , climate change and others. These events may have serious adverse impact on domestic and foreign economies which may impact the Company’s operations as a~~ result offrom ~~a variety of factors including~~ the ~~potential~~outcome ~~for reduced consumer spending. The Company is unable to predict the ongoing impact~~ of ~~these~~this ~~factors on the Company’s financial operations~~uncertainty.

~~The~~F-6 ~~audited~~Table ~~consolidated financial statements reflect all adjustments consisting~~ of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.Contents

~~F-6~~ECO ~~Table~~SCIENCE ofSOLUTIONS, ~~Contents~~INC.

~~ECO~~NOTES ~~SCIENCE~~TO ~~SOLUTIONS,~~THE ~~INC.~~CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~NOTE TO2 ~~THE~~– SUMMARY ~~CONSOLIDATED~~OF ~~FINANCIAL~~SIGNIFICANT ~~STATEMENTS~~ACCOUNTING POLICIES

~~NOTE~~The 2accompanying ~~– SUMMARY~~consolidated OFfinancial ~~SIGNIFICANT~~statements ~~ACCOUNTING~~have ~~POLICIES~~been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

~~This~~The ~~summary~~following ~~of significant accounting policies~~ is ~~presented~~a tosummary ~~assist~~of ~~in understanding~~ the ~~Company’s~~significant ~~consolidated financial statements. These~~ accounting policies ~~conform to accounting principles, generally accepted in the United States of America, and have been consistently~~ applied in the preparation of the consolidated financial statements. ~~Certain~~ ~~reclassifications~~These policies have been ~~made~~consistently toapplied ~~the prior period’s consolidated financial statements~~ to ~~conform~~all toperiods ~~the~~presented ~~current~~unless ~~period’s~~otherwise ~~presentation~~noted.

~~Principals~~The preparation of ~~Consolidation~~consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

~~The~~Basis ~~consolidated financial statements include the accounts~~ of ~~Eco~~ ~~Science Solutions, Inc. and its wholly-owned subsidiary, Ga-Du Corporation. All significant intercompany balances and transactions have been eliminated.~~Presentation

~~Use~~The audited consolidated financial statements include the accounts of ~~Estimates~~Eco Science Solutions, Inc. and its wholly owned subsidiary, Ga-Du Corporation, through the date of dissolution, April 3, 2025. All significant intercompany balances and transactions have been eliminated.

~~The~~These ~~preparation~~audited ofconsolidated financial statements inreflect ~~conformity~~all ~~with~~adjustments, ~~United~~consisting ~~States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts~~ of ~~assets~~normal ~~and~~recurring ~~liabilities~~adjustments, ~~and~~which, ~~disclosure~~in ~~of contingent assets and liabilities at~~ the ~~date~~opinion of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current factsmanagement, ~~historical~~are ~~experience~~necessary ~~and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis~~ for ~~making~~a ~~judgments~~fair ~~about~~presentation ~~the carrying values~~ of ~~assets and liabilities and~~ the ~~accrual of costs and expenses that are not readily apparent from other sources. The actual~~ results ~~experienced~~for by the ~~Company~~periods ~~may differ materially and adversely from the Company’s estimates~~presented. ~~To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.~~

~~Property~~Use ~~and~~of ~~Equipment~~Estimates

~~Property~~The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and ~~equipment~~assumptions ~~are~~that ~~recorded~~affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at ~~cost~~the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. ~~Depreciation~~The Company regularly evaluates estimates and ~~amortization~~assumptions related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on ~~property~~current facts, historical experience and ~~equipment~~various ~~are~~other ~~determined~~factors ~~using~~that it believes to be reasonable under the ~~straight-line~~circumstances, ~~method~~the ~~over~~results of which form the ~~three~~basis tofor ~~five~~making ~~year~~judgments ~~estimated~~about ~~useful~~the ~~lives~~carrying values of assets and liabilities and the ~~assets~~accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

~~Technology, licensing rights and software (Intangible assets)~~Reclassifications

~~Technology,~~Certain ~~licensing~~prior ~~rights~~period ~~and~~amounts ~~software~~have ~~are~~been ~~recorded~~reclassified atto ~~cost~~conform ~~and~~to ~~capitalized. These~~the ~~costs~~current ~~are~~period ~~reviewed~~presentation. ~~for~~During ~~impairment~~the ~~at a minimum of once per~~ year orended ~~whenever~~January ~~events~~31, or2026, ~~changes~~ in ~~circumstances~~connection ~~suggest~~with ~~a need for evaluation. During~~ the ~~three~~dissolution ~~months~~of ~~ended~~Ga-Du ~~April 30~~Corporation, ~~2023~~liabilities ~~the~~totaling ~~Company acquired certain commercial software (ref: Note 3) at a cost of~~ $~~100~~975,000 ~~which~~ ~~amount~~were ~~has~~reclassified ~~been~~from ~~capitalized.~~accounts ~~There~~payable isand norelated ~~impairment~~party ~~expense~~payables ~~for~~to ~~the~~“liabilities ~~intangible~~held ~~assets~~on indivestiture” ~~fiscal~~to ~~year~~reflect ~~ended~~their ~~January 31, 2025 and 2024~~disposition. ~~The~~These ~~Company~~reclassifications ~~expects~~had tono ~~amortize~~impact ~~the~~on ~~software~~previously ~~over~~reported annet ~~estimated~~income ~~useful life of 3 years once commercial sales begin~~(loss).

~~Advertising~~Property and ~~Marketing Costs~~Equipment

~~Advertising~~Property and ~~marketing~~equipment ~~costs~~ are ~~expensed~~recorded asat ~~incurred~~cost. Depreciation and ~~were~~amortization $0on ~~during~~property ~~each of the fiscal years ended January 31, 2025,~~ and ~~2024.~~equipment ~~Advertising~~are ~~and~~determined ~~marketing~~using ~~costs~~the ~~include~~straight-line ~~costs~~method ~~incurred~~over ~~with~~ the ~~marketing~~three ofto ~~our~~five ~~Herbo~~year ~~Software~~estimated ~~such~~useful aslives adof ~~placement~~the ~~and other internet marketing efforts~~assets.

~~Revenue~~Technology, ~~Recognition~~Licensing Rights and Software (Intangible Assets)

~~Under ASC 606~~Technology, ~~the Company recognizes revenue from~~ licensing ~~agreements~~rights, and ~~contracts~~software byare ~~applying~~recorded ~~the~~at ~~following~~cost steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and ~~(5) recognize revenue when each performance obligation is satisfied~~capitalized. ~~For~~These ~~the~~assets ~~comparative~~are ~~periods,~~evaluated ~~revenue~~for ~~has~~impairment ~~not~~at ~~been~~least ~~adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605~~annually, ~~revenue~~or ismore ~~recognized~~frequently ~~when~~if ~~the~~events ~~following~~or ~~criteria~~changes ~~are~~in ~~met:~~circumstances ~~(1)~~indicate ~~persuasive~~that ~~evidence of an arrangement exists; (2)~~ the ~~performance~~carrying ofvalue ~~service~~may ~~has~~not ~~been rendered to a customer or delivery has occurred; (3) the amount of fee to~~ be ~~paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured~~recoverable.

~~F-7~~During ~~Table~~the year ended January 31, 2024, the Company acquired certain commercial software (see Note 4) for a purchase price of ~~Contents~~$100,000, which has been capitalized as an intangible asset.

~~ECO~~F-7 ~~SCIENCE~~Table ~~SOLUTIONS,~~of ~~INC.~~Contents

~~NOTES~~ECO TOSCIENCE ~~THE~~SOLUTIONS, ~~CONSOLIDATED FINANCIAL STATEMENTS~~INC.

~~$0 has~~NOTES ~~been~~TO ~~recognized~~THE asCONSOLIDATED ~~revenue~~FINANCIAL in the fiscal years ended January 31, 2025, and 2024. Revenue generated under enterprise software licenses will be recorded in accordance with the terms of the individual Customer contracts. We expect license fees will be recorded on a monthly basis over the term of the contract, activation fees will be earned upon completion of set up and installation of the enterprise software, and customization and/or professional consulting services will be earned as rendered.STATEMENTS

~~Cost~~No impairment expense was recognized for the years ended January 31, 2026, and 2025. The Company expects to amortize the software over an estimated useful life of ~~Revenue~~three years once the asset is placed into service.

~~Costs~~Advertising of revenue consist of the direct expenses incurred to generate revenue. Such costs are recorded as incurred. Our cost of revenue consists primarily of fees associated with the operational charges related to our Herbo enterprise software. During the years ended January 31, 2025, and ~~2024~~Marketing we incurred costs of sales of $0 with respect to the licensing of our Herbo software suite. In the case of revenue earned by our wholly owned subsidiary, proceeds allocated to our revenue interest are net of associated costs.Costs

~~Segment~~Advertising ~~Reporting~~and marketing costs are expensed as incurred and were $0 during each of the fiscal years ended January 31, 2026, and 2025.

~~Operating~~Revenue segments are comprised of the components of an entity in which separate information is available for evaluation by the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources in evaluating performance. The Company consists of a single reporting segment providing clients a cloud-based ERP platform (“Herbo”) and a financial services platform (“Herbo Pay”) to support the unique end-to-end business requirements of regulated, cash-intensive industries. While the Company operates both Herbo and Herbo Pay, these offerings are considered sufficiently similar to represent one operating segment.Recognition

The Company’s ~~chief~~accounts ~~operating decision maker (“CODM”) is its Chief Executive Officer. The accounting policies~~ for ~~our software platforms will include~~ revenue ~~recognition~~in ~~applicable~~accordance towith ~~software-as-a-service~~ASC ~~including~~606, ~~monthly~~Revenue ~~installments~~from ~~for~~Contracts ~~licenses~~with ~~to our platforms over specific periods of time~~Customers. ~~The~~ ~~Company~~Revenue is ~~not~~recognized ~~yet~~when ~~generating~~control ~~revenue from its primary operations. The CODM evaluates the performance~~ of the ~~single~~promised ~~operating~~goods ~~segment~~or ~~based~~services onis ~~the~~transferred ~~Company’s~~to ~~net~~customers ~~income~~in ~~(loss)~~an asamount ~~reported~~that inreflects the ~~Statements~~consideration ofthe ~~Operations~~Company ~~and~~expects ~~allocates~~to ~~resources~~be ~~based~~entitled ~~on ongoing software development budgets and expected marketing costs~~ to ~~engage~~in ~~consumers.~~exchange ~~The~~for ~~Company’s~~those ~~segment~~goods ~~assets,~~or ~~including intangible assets, are reported on the Balance Sheets~~services.

The ~~CODM~~Company ~~will~~identifies ~~review~~ performance ~~upon~~obligations ~~commencement~~within ofits ~~sales~~contracts ~~based on gross profit, operating profit,~~ and ~~net~~recognizes earnings. Operating profit is reviewed to monitor the operating and administrative expenses of the Company. Profitability is important to the Company’s ability to grow and expand operations and strategic initiatives. The Company does not have any operations or sources of revenue outside of the United States. The Company does not presently have any customer representing more than 10% of total revenues for any period presented, and currently has no revenues. Accordingly, the CODM considers operating expenses, and other income (expenses) of our single operating segment as ~~reported on the statement of operations and considers our current and total assets as recorded on the balance sheet. There are no additional expense or asset information that are supplemental to~~ those ~~disclosed~~performance inobligations ~~these consolidated financial statements that~~ are ~~regularly provided to the CODM~~satisfied.

~~Stock-Based~~For ~~Compensation~~the years ended January 31, 2026 and 2025, the Company did not generate revenue.

~~The~~Cost Company records stock-based compensation in accordance with ASC 718, Share-Based Payments, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.Revenue

~~Convertible~~Cost ~~Debt~~of revenue consists of direct costs incurred to generate revenue and ~~Beneficial~~is ~~Conversion~~recognized ~~Features~~as incurred. Such costs primarily include fees associated with the operation and delivery of the Company’s Herbo enterprise software platform.

~~The~~For ~~Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether~~ the ~~embedded~~years ~~conversion~~ended ~~feature(s)~~January ~~should~~31, be2026 ~~bifurcated from the host instrument~~ and ~~accounted~~2025, ~~for as a derivative at fair value with changes in fair value recorded in earnings. If~~ the ~~conversion~~Company ~~feature~~did ~~does~~ not ~~require~~incur ~~derivative~~any ~~treatment~~cost ~~under~~of ~~ASC 815~~revenue, ~~the~~as ~~instrument~~no isrevenue ~~evaluated~~was ~~under~~generated ~~ASC~~during ~~470-20~~the ~~“Debt with Conversion and Other Options” for consideration of any beneficial conversion features~~periods.

~~Stock~~To ~~Settled~~the ~~Debt~~extent revenue is generated through subsidiary operations, amounts recognized as revenue represent net proceeds after associated costs.

InSegment certain instances, the Company will issue convertible notes which contain a provision in which the price of the conversion feature is priced at a fixed discount to the trading price of the Company’s common shares as traded in the over-the-counter market. In these instances, the Company records a liability, in addition to the principal amount of the convertible note, as stock-settled debt for the fixed value transferred to the convertible note holder from the fixed discount conversion feature. As of January 31, 2025, and 2024, $248,432 for the value of the stock settled debt for certain convertible notes is included in the “Convertible note, net” account on the balance sheet. (see Note 6).Reporting

~~Basic~~Operating segments are comprised of the components of an entity in which separate information is available for evaluation by the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources in evaluating performance. The Company consists of a single reporting segment providing clients a cloud-based ERP platform (“Herbo”) and ~~Diluted~~a ~~Net~~financial ~~Income~~services platform (~~Loss~~“Herbo Pay”) ~~Per~~to ~~Share~~support the unique end-to-end business requirements of regulated, cash-intensive industries. While the Company operates both Herbo and Herbo Pay, these offerings are considered sufficiently similar to represent one operating segment.

The Company’s ~~computes~~chief ~~net~~operating ~~income~~decision maker (~~loss~~“CODM”) ~~per~~is ~~share~~its inChief ~~accordance~~Executive ~~with ASC 260, Earning per Share~~Officer. ~~ASC~~ ~~260~~The ~~requires~~accounting ~~presentation~~policies offor ~~both~~our ~~basic~~software ~~and~~platforms ~~diluted~~will ~~earnings~~include ~~per~~revenue ~~share~~recognition ~~(EPS)~~applicable onto ~~the~~software-as-a-service ~~face~~including ofmonthly ~~the~~installments ~~income~~for ~~statement.~~licenses ~~Basic EPS is computed by dividing net income (loss) available~~ to ~~common~~our ~~shareholders~~platforms over ~~(numerator)~~specific byperiods ~~the weighted average number~~ of ~~shares outstanding (denominator) during the period~~time. The ~~Diluted~~Company ~~EPS~~is ~~gives~~not ~~effect~~yet togenerating ~~all~~revenue ~~dilutive~~from ~~potential~~its ~~common~~primary ~~shares~~operations. ~~outstanding~~The ~~during~~CODM ~~the~~evaluates ~~period using~~ the ~~treasury~~performance ~~stock~~of ~~method and convertible preferred stock using~~ the ~~if-converted~~single ~~method.~~operating Insegment ~~computing~~based ~~Diluted~~on ~~EPS,~~ the ~~average~~Company’s ~~stock~~net ~~price~~income ~~for~~(loss) ~~the~~as ~~period~~reported ~~is used~~ in ~~determining~~ the ~~number~~Statements of ~~shares~~Operations ~~assumed~~and toallocates beresources ~~purchased~~based ~~from~~on ~~the~~ongoing ~~exercise~~software ofdevelopment ~~stock~~budgets ~~options~~and orexpected ~~warrants.~~marketing ~~Diluted~~costs ~~EPS~~to ~~excludes~~engage aconsumers. ~~convertible~~The ~~note~~Company’s ~~with~~segment aassets, ~~principal~~including ~~balance~~intangible ~~of $1~~assets,~~407,781 which~~ ~~amount~~are isreported ~~convertible~~on ~~into~~the ~~shares~~Balance ~~of common stock at a 15% discount to market price as their effect is anti-dilutive~~Sheets.

~~F-8~~The ~~Table~~CODM will review performance upon commencement of ~~Contents~~sales based on gross profit, operating profit, and net earnings. Operating profit is reviewed to monitor the operating and administrative expenses of the Company. Profitability is important to the Company’s ability to grow and expand operations and strategic initiatives. The Company does not have any operations or sources of revenue outside of the United States. The Company does not presently have any customer representing more than 10% of total revenues for any period presented and currently has no revenues. Accordingly, the CODM considers operating expenses, and other income (expenses) of our single operating segment as reported on the statement of operations and considers our current and total assets as recorded on the balance sheet. There are no additional expense or asset information that are supplemental to those disclosed in these consolidated financial statements that are regularly provided to the CODM.

~~ECO~~F-8 ~~SCIENCE~~Table ~~SOLUTIONS,~~of ~~INC.~~Contents

~~NOTES~~ECO TOSCIENCE ~~THE~~SOLUTIONS, ~~CONSOLIDATED FINANCIAL STATEMENTS~~INC.

~~Income~~NOTES ~~Taxes~~TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~The~~Stock-Based Company follows ASC 740 – Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.Compensation

~~Recently~~The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, ~~accounting~~whichever ~~pronouncements~~is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

~~Accounting~~Convertible ~~pronouncements not listed~~Instruments ~~below were assessed~~ and ~~determined~~Debt ~~to be not applicable or are expected to have minimal impact on the Company’s Consolidated Financial Statements.~~Settlements

InObligations ~~November~~owing ~~2023, the~~to ~~FASB~~related ~~issued ASU No. 2023-07~~parties, ~~Segment~~ ~~Reporting (Topic 280):~~including ~~Improvements~~operating toadvances ~~Reportable~~made ~~Segment~~by ~~Disclosures, which~~the ~~requires~~Company’s aChief ~~public~~Executive ~~entity~~Officer to ~~disclose~~fund ~~significant~~operations ~~segment~~with ~~expenses~~an ~~that~~expectation ~~are~~of ~~regularly~~repayment, ~~provided~~are torecorded ~~the~~as ~~chief~~liabilities ~~operating~~and ~~decision~~are ~~maker~~not ~~(“CODM”), a~~treated ~~description~~as ofcapital ~~other~~contributions. ~~segment~~When ~~items~~such byobligations ~~reportable~~are ~~segment,~~settled ~~and an~~on ~~explanation~~terms ofidentical ~~any~~to ~~additional~~those ~~measures~~extended ~~the~~to, ~~CODM~~and ~~uses~~accepted inby, ~~deciding~~unrelated ~~how~~creditors toin ~~allocate~~the ~~resources.~~same ~~The~~transaction, ~~new~~the ~~guidance~~settlements isare ~~effective~~accounted for ~~fiscal~~as ~~years~~extinguishments ~~beginning~~of ~~after December~~debt ~~15,~~under ~~2023 and~~ASC ~~interim~~470-50, ~~periods~~Debt—Modifications ~~within~~and ~~fiscal years beginning after December 15~~Extinguishments, ~~2024,~~ and ~~early~~any ~~adoption~~resulting isgain ~~permitted. The guidance~~ is torecognized bein ~~applied~~the onstatement aof ~~retrospective~~operations. ~~basis,~~No ~~with~~amount ~~such~~is ~~disclosures~~credited to beadditional ~~made~~ paid-in ~~regard~~capital toas ~~all~~a ~~prior~~capital ~~periods~~contribution ~~presented~~unless in the ~~financial~~related ~~statements.~~party ~~The~~receives ~~Company~~terms ~~completed~~more ~~its~~favorable ~~assessment~~than ~~and~~those ~~concluded this~~available ~~update~~to ~~had no material~~unrelated ~~impact on its consolidated financial statements~~creditors.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 470): Improvements to Income Tax Disclosures, which are designed to increase the transparency and decision-usefulness of income tax disclosures for financial statement users. The ~~ASU~~Company ~~follows~~accounts ~~investors indication and request~~ for ~~enhanced~~convertible ~~tax~~debt ~~disclosures~~instruments in ~~order~~accordance towith ~~better~~ASC ~~assess~~470, ~~an entity’s operations~~Debt, ~~related~~as ~~tax~~amended ~~risks,~~by ~~jurisdictional~~ASU ~~tax exposures~~2020-06, and ~~increase~~evaluates ~~transparency~~embedded ~~regarding~~conversion ~~tax~~features ~~information~~under ~~through~~ASC ~~improvements to tax disclosures~~815, ~~specifically~~Derivatives ~~rate reconciliation, income taxes paid,~~ and ~~unrecognized tax benefits and certain temporary differences. The new guidance is effective for fiscal years beginning after December 15~~Hedging, ~~2024 and~~to ~~interim~~determine ~~periods~~whether ~~within~~such ~~fiscal~~features ~~years~~require ~~beginning~~bifurcation ~~after December 15, 2025,~~ and ~~early~~separate ~~adoption~~accounting isas ~~permitted.~~derivative ~~The guidance is to be applied on a prospective basis, but retrospective application is permitted~~liabilities. ~~The Company is currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.~~

InFor ~~March~~convertible ~~2024,~~instruments ~~the~~that ~~SEC~~may ~~adopted~~be ~~the~~settled ~~final~~in ~~rule~~a ~~under~~variable ~~SEC~~number ~~Release No. 33-11275, The Enhancement and Standardization~~ of ~~Climate Related Disclosures for Investors~~shares, ~~which~~the ~~requires~~Company ~~registrants~~evaluates towhether ~~disclose~~the ~~climate-related~~arrangement ~~information~~results in ~~registration~~derivative ~~statements~~liability ~~and~~classification ~~annual~~or ~~reports.~~should ~~The new rules would~~ be ~~effective~~accounted for ~~annual~~as ~~reporting~~a ~~periods~~conventional ~~beginning~~debt ~~in fiscal year 2025~~instrument. ~~However,~~To ~~in April 2024,~~ the ~~SEC~~extent ~~exercised~~such ~~its~~features ~~discretion~~do tonot ~~stay~~require ~~these~~derivative ~~rules~~accounting, ~~pending~~any ~~the~~associated ~~completion~~debt ofdiscount ~~judicial~~is ~~review~~recorded ofand ~~certain~~amortized ~~consolidated~~over ~~petitions with~~ the ~~United~~term ~~States Court~~ of ~~Appeals for~~ the ~~Eighth~~instrument ~~Circuit~~using ~~in connection with these rules. We are evaluating~~ the ~~impact~~effective ~~the~~interest ~~adoption of this rule, if any, on our financial statements~~method.

~~NOTE~~The 3Company ~~– INTANGIBLE~~accounts ~~ASSETS~~for the extinguishment of debt in accordance with ASC 470-50, Debt—Modifications and Extinguishments. Gains or losses on extinguishment are recognized in the consolidated statements of operations as the difference between the carrying amount of the debt extinguished and the fair value of consideration transferred.

OnWhen ~~April~~debt 5,is ~~2023,~~settled through the ~~Company~~issuance ~~and~~of ~~eXPO~~common ~~Financial~~stock, ~~Services~~the ~~LLC~~transaction ~~entered~~is ~~into~~measured abased ~~Software~~on ~~Acquisition Agreement (~~the ~~“Software~~fair ~~Agreement”)~~value ~~whereunder~~of the ~~Company~~equity ~~has~~instruments ~~acquired~~issued ~~from~~on ~~eXPO~~the ~~Financial~~date ~~Services~~of ~~all rights~~settlement, ~~title and interest to a computer program referred to~~ as ~~eXPO~~determined ~~(electronic eXchange portal) for a total purchase price of $100,000 payable~~ in ~~installments~~accordance ~~over~~with anASC ~~eight-month period commencing April 15~~820, ~~2023, which~~Fair ~~amount~~Value ~~was paid in full as of January 31, 2024~~Measurement. ~~The~~ ~~Company~~If ~~capitalized~~ the ~~software~~fair asvalue of the ~~date~~equity ofinstruments ~~the~~issued ~~agreement~~is asnot ~~intangible~~reliably ~~assets and~~measurable, ~~expects~~the totransaction ~~amortize~~is ~~the~~measured ~~software~~based ~~over~~on anthe ~~estimated~~carrying ~~useful~~amount ~~life~~ of ~~3 years~~ ~~once~~the ~~commercial~~debt ~~sales begin~~extinguished.

~~F-9~~Fair ~~Table~~Value ~~of Contents~~Measurements

~~ECO~~The ~~SCIENCE~~carrying ~~SOLUTIONS~~amounts of the Company’s financial instruments that are not required to be remeasured at fair value on a recurring basis—including cash, ~~INC~~prepaid expenses, accounts payable and accrued liabilities, interest payable, and notes payable—approximate their fair values as of January 31, 2026 and 2025 due to the short-term nature of these instruments.

~~NOTES~~The TOCompany ~~THE~~measures ~~CONSOLIDATED~~certain ~~FINANCIAL~~financial ~~STATEMENTS~~and non-financial assets and liabilities at fair value in accordance with ASC 820, Fair Value Measurement. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses observable market data when available and minimizes the use of unobservable inputs. Fair value measurements are classified within a three-level hierarchy based on the lowest level of input that is significant to the measurement. Level 1 inputs are quoted prices in active markets for identical assets or liabilities; Level 2 inputs are observable inputs other than quoted prices included within Level 1; and Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions.

~~NOTE~~The 4Company ~~– ACCOUNTS~~applies ~~PAYABLE~~fair ~~AND~~value ~~ACCRUED~~principles ~~LIABILITIES~~in connection with equity instruments issued in non-cash transactions, including debt settlement transactions.

~~Accounts payable and accrued liabilities at January 31, 2025 and 2024 consist of the following:~~Leases

	January 31,2025		January 31,2024
Accounts payable	$	4,418,673	$	4,004,044
Interest payable		218,064		179,048
Accrued other expenses		30,000		13,000
	$	4,666,737	$	4,196,092

The Company accounts for leases in accordance with ASC 842, Leases. The Company determines whether an arrangement is a lease at inception. Right-of-use assets and lease liabilities are recognized for leases with terms greater than twelve months based on the present value of future lease payments. The Company has elected the short-term lease exemption for leases with an initial term of twelve months or less.

~~NOTE~~As 5of ~~– NOTES~~January ~~PAYABLE~~31, 2026 and 2025, the Company did not have any material lease arrangements.

~~Notes~~Basic ~~payable~~and ~~consists~~Diluted ofNet ~~the~~Income ~~following~~(Loss) ~~loans:~~Per Share

	January 31,2025		January 31,2024
Notes 1 in fiscal year 2017 each due in three months from issuance date	$	14,930	$	14,930
Note 2 in fiscal year 2017 due in three months from issuance date		50,000		50,000
Notes 3 in fiscal year 2017, 2018 and 2019, each due in twelve months from issuance date		2,225,500		2,225,500
Notes 4 in fiscal year 2017, each due in nine months from issuance date		305,266		305,266
Note 5 in fiscal year 2019 due in nine months from issuance date		14,422		14,422
Note 6 in fiscal year 2021 due in 3 years from issuance date		350,000		350,000
Total	$	2,960,118	$	2,960,118

The Company computes net income (loss) per share in accordance with ASC 260, Earnings Per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible instruments using the if-converted method. Potentially dilutive securities are excluded from the computation of diluted net income (loss) per share if their effect would be anti-dilutive.

~~Interest~~F-9 ~~expenses~~Table ~~for~~of ~~above notes recorded in the fiscal years ended January 31, 2025 and 2024 is as follows:~~Contents

	For the YearsEnded January 31,
	2025		2024
Interest expenses	$	24,703	$	24,635

ECO SCIENCE SOLUTIONS, INC.

~~Notes~~NOTES 1:TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~During~~All ~~the~~share ~~fiscal~~and ~~year~~per-share ~~ended~~amounts ~~January~~presented ~~31,~~in ~~2017,~~ the ~~Company~~accompanying ~~received~~consolidated anfinancial ~~accumulated~~statements ~~amount~~have ofbeen ~~$14,930 from~~retroactively aadjusted ~~third~~to ~~party.~~reflect ~~The~~the ~~notes~~Company’s ~~bear interest at a rate of~~ 1%-for-25 ~~per~~reverse ~~annum,~~stock ~~and each~~split ~~note~~effective ~~was~~May ~~due three months from issue date. As at January 31~~4, ~~2025, the note remains unpaid and is in default~~2026.

~~Interest~~Income ~~expenses recorded in years ended January 31, 2025 and 2024 is as follows:~~Taxes

	For the YearsEnded January 31,
	2025		2024
Interest expense	$	150	$	149

The Company follows ASC 740 – Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

	January 31,2025		January 31,2024
Interest payable	$	1,302	$	1,152
Note payable	$	14,930	$	14,930

Recently Adopted Accounting Pronouncements

FIn November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-1007, ~~Table~~Segment ofReporting ~~Contents~~(Topic 280): Improvements to Reportable Segment Disclosures. The amendments require enhanced disclosures regarding significant segment expenses and other segment information on both an annual and interim basis. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this guidance during the year ended January 31, 2026. The adoption did not have a material impact on the Company’s consolidated financial statements.

~~ECO~~In ~~SCIENCE~~December ~~SOLUTIONS~~2023, ~~INC~~the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update requires enhanced disclosures related to income tax rate reconciliations and income taxes paid by jurisdiction. The amendments are effective for public entities for fiscal years beginning after December 15, 2024. The Company adopted this guidance for the year ended January 31, 2026, on a prospective basis. The adoption did not have a material impact on the Company’s consolidated financial statements. Refer to Note 11 for additional information.

~~NOTES~~In TOJuly ~~THE~~2025, ~~CONSOLIDATED~~the ~~FINANCIAL~~FASB ~~STATEMENTS~~issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This update introduces a practical expedient allowing entities to assume that current conditions remain unchanged over the life of certain financial assets when estimating expected credit losses. The Company early adopted this guidance as of January 31, 2026 on a prospective basis. The adoption did not have a material impact on the Company’s consolidated financial statements due to the limited nature of the Company’s receivable balances.

~~Note~~The 2:Company has adopted ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for convertible instruments by eliminating certain separation models and requiring that convertible instruments be accounted for as a single liability unless they contain features requiring separate accounting as derivatives. The adoption did not have a material impact on the Company’s consolidated financial statements.

~~During~~Recently ~~the~~Issued ~~fiscal~~Accounting ~~year~~Pronouncements ~~ended~~Pending January 31, 2017, the Company received an amount of $50,000 from a third party. The note bears interest at a rate of 1% per annum and was due three months from issue date. As at January 31, 2018 the note became due and remains unpaid and is in default.Adoption

~~Interest~~In ~~expenses~~November ~~recorded~~2024, inthe FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses. This update requires additional disclosures to disaggregate expense line items presented on the face of the consolidated statements of operations, including amounts related to employee compensation, depreciation, amortization, and other significant components. The amendments are effective for fiscal years ~~ended~~beginning ~~January~~after 31December 15, ~~2025~~2026, and ~~2024~~interim periods thereafter. Early adoption is aspermitted. ~~follows:~~The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

	For the YearsEnded January 31,
	2025		2024
Interest expense	$	502	$	499

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update replaces the prescriptive development stage model with a principles-based, probable-to-complete recognition threshold for capitalization of internal-use software costs. The amendments are effective for fiscal years beginning after December 15, 2027, and interim periods within fiscal years beginning after December 15, 2028. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

	January 31,2025		January 31,2024
Interest payable	$	4,129	$	3,627
Note payable	$	50,000	$	50,000

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements. This update clarifies interim disclosure requirements and introduces a general disclosure principle requiring entities to disclose events occurring after the most recent annual reporting period that have a material impact on the entity. The amendments are effective for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

~~Notes~~F-10 3:Table of Contents

~~During~~ECO ~~the~~SCIENCE ~~fiscal year ended January 31~~SOLUTIONS, ~~2017, the Company received an amount of $225,000 from a third party~~INC. The note bears interest at a rate of 6% per annum and was due one year from issue date. During the fiscal year ended January 31, 2018, the Company received accumulated amounts of $1,842,500 from a third party. The notes bear interest at a rate of 6% per annum and each was due one year from issue date. During the fiscal year ended January 31, 2019, the Company received accumulated amounts of $1,420,500 from a third party. The notes bear interest at a rate of 6% per annum and each was due one year from issue date.

OnNOTES ~~March~~TO ~~28,~~THE ~~2018~~CONSOLIDATED ~~this~~FINANCIAL third party purchased an additional $250,000 in notes from Rountree Consulting, a company controlled by our CEO, Mr. Michael Rountree. The purchased notes bear interest at a rate of 1% per annum beginning on June 27, 2018 and were payable within thirty days’ notice of the Maturity Date.STATEMENTS

~~During~~NOTE ~~the~~3 ~~fiscal~~– ~~year~~DIVESTITURE ~~ended~~OF ~~January 31, 2021 and 2020, the Company made cash payments of $5,000 and $7,500, respectively to the note.~~SUBSIDIARY

On ~~December~~April 83, ~~2020~~2025, the Company’s ~~cancelled~~wholly ~~One~~owned ~~Million~~subsidiary, ~~Five~~Ga-Du ~~Hundred~~Corporation ~~Thousand Dollars~~ (~~$1,500,000~~“Ga-Du”), ofwas ~~debt~~dissolved ~~owing~~following onthe ~~these~~filing ~~notes~~of ~~under~~a anCertificate ~~order~~of inDissolution with the ~~action~~State ~~captioned In~~of reNevada. ~~Eco~~As ~~Science~~a ~~Solutions~~result of the dissolution, ~~Inc.~~the ~~Shareholder~~Company ~~Derivative~~assumed ~~Litigation Lead~~certain ~~Civil~~liabilities ~~No.~~of ~~1:17~~Ga-~~cv-00530-LEW.~~Du ~~(Ref~~totaling ~~Note~~approximately ~~13(1)~~$975,000, -consisting ~~Contingencies)~~of accounts payable and accrued compensation, including amounts due to former executives and consultants.

OnThese ~~January~~liabilities ~~31,~~were ~~2021,~~presented ~~the~~as ~~Company and Note holder entered into a consolidation of the principal sums of prior notes (~~“~~Consolidated~~liabilities ~~Note’)~~held ~~entered~~on ~~into~~divestiture” ~~between the dates of January 1, 2017, and January 31, 2021. This Consolidated Note is non-interest bearing and pursuant to a court order~~ in ~~the action captioned In re Eco Science Solutions, Inc. Shareholder Derivative Litigation Lead Civil No. 1:17-cv-00530-LEW no interest accrued on any~~ prior ~~notes shall be payable to the note holder~~periods. The term of this Consolidated Note was one year, and one day, and due on February 1, 2022. However, no payments shall be made toward this Note without approval from the Board of Directors. The Consolidated Note is currently in default.

		January 31,2025				January 31,2024
Note payable		$	2,225,500			$	2,225,500

Included within the liabilities assumed were amounts owed to former and current related parties as follows:

F· L. John Lewis (former officer of Ga-11Du) ~~Table~~– $240,000 (accrued compensation) · S. Randall Oveson (former officer of ~~Contents~~Ga-Du and current director of the Company) – $240,000 (accrued compensation) · Andy Tucker (deceased) – $240,000 (accrued compensation)

~~ECO~~During ~~SCIENCE~~the ~~SOLUTIONS~~year ended January 31, ~~INC~~2026, the Company settled a substantial portion of these liabilities through the issuance of common stock and through negotiated forgiveness arrangements.

~~NOTES~~On TOJanuary ~~THE~~31, ~~CONSOLIDATED~~2026, ~~FINANCIAL~~the ~~STATEMENTS~~Company issued 1,050,000 shares of common stock in settlement of $735,000 of liabilities assumed from Ga-Du. The shares were issued at a stated price of $0.70 per share, with an estimated fair value of approximately $0.265 per share, resulting in total fair value consideration of approximately $278,250. Accordingly, the Company recognized a gain on settlement of approximately $456,750.

~~Notes~~In 4:addition, during the year ended January 31, 2026, the Company recognized approximately $240,000 of gains related to the forgiveness of liabilities previously assumed from Ga-Du, primarily related to amounts owed to a former consultant.

~~During~~The ~~the~~Company ~~year~~accounted ~~ended~~for ~~January~~these ~~31,~~transactions ~~2019,~~in ~~the~~accordance ~~Company~~with ~~received~~ASC ~~$305~~470-50,~~266 in~~ ~~total~~Debt—Modifications ~~proceeds~~and ~~from~~Extinguishments, aand ~~third~~ASC ~~party.~~820, ~~The~~Fair ~~notes~~Value ~~bear~~Measurement, ~~interest~~recognizing atgains abased ~~rate~~on ~~of 1%~~the ~~per~~difference ~~annum~~between ~~and were~~the ~~each~~carrying ~~due~~value ~~nine~~of ~~months~~the ~~from~~liabilities ~~issue~~extinguished ~~date. The~~and ~~notes~~the ~~remain~~fair ~~unpaid~~value ~~and~~of ~~are~~consideration ~~in default~~transferred.

~~Interest~~NOTE ~~expenses~~4 ~~recorded~~– INTANGIBLE ~~in years ended January 31, 2025 and 2024 is as follows:~~ASSETS

	For the YearsEnded January 31,
	2025		2024
Interest expense	$	2,850	$	2,843

On April 5, 2023, the Company entered into a Software Acquisition Agreement with eXPO Financial Services LLC pursuant to which the Company acquired all rights, title, and interest in a proprietary software platform known as the eXPO (electronic eXchange portal) for a total purchase price of $100,000, which was paid in full as of January 31, 2024.

	January 31,2025		January 31,2024
Interest payable	$	18,535	$	15,685
Note payable	$	305,266	$	305,266

The acquired software platform was a complete product that was ready for its intended use upon acquisition. Software-related costs incurred during the fiscal year ended January 31, 2026 represented customizations that did not constitute significant modifications or enhancements to the platform’s functionality and were expensed as incurred. The Company did not capitalize any software development costs during the periods presented.

~~Note~~The 5:acquired software is recorded as an intangible asset at cost. The Company evaluates its intangible assets for impairment in accordance with ASC 360, Property, Plant, and Equipment, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

OnAs ~~September~~of ~~12,~~January ~~2018~~31, ~~the~~2026 ~~Company~~and ~~received $14~~2025,~~422 from~~ ano ~~third~~impairment ~~party.~~has ~~The~~been ~~notes bear interest at a rate of 1% per annum and were due nine months from issue date~~identified. ~~The notes remain unpaid and are in default.~~

~~Interest~~The ~~expenses~~Company ~~recorded~~expects into amortize the software over an estimated useful life of three years ~~ended~~once the asset is placed into service. As of January 31, ~~2025~~2026, the software has not been placed into service and, ~~2024~~accordingly, isno asamortization ~~follows:~~expense has been recognized.

	For the YearsEnded January 31,
	2025		2024
Interest expense	$	145	$	144

NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	January 31,2025		January 31,2024
Interest payable	$	922	$	777
Note payable	$	14,422	$	14,422

Accounts payable and accrued liabilities consisted of the following:

Note 6:

	January 31, 2026		January 31, 2025
Accounts payable	$	712,189	$	4,163,673
Interest payable		153,099		218,064
Accrued other expenses		24,500		30,000
	$	889,788	$	4,411,737

On December 8, 2020, the Company entered into a Promissory Note in the amount of $350,000 with Robbins LLP, pursuant to the Order and Judgment in the settlement of a lawsuit entitled In re Eco Science Solutions, Inc. Shareholder Derivative Litigation Lead Civil No. 1:17F-~~cv-00530-LEW-WRP~~11 ~~(D.~~Table ~~Haw.). The note bears interest at a rate~~ of 6% ~~per annum, and due in three years from issue date. The note remains unpaid and is in default.~~Contents

~~Interest~~ECO ~~expenses~~SCIENCE ~~recorded in years ended January 31~~SOLUTIONS, ~~2025, and 2024 is as follows:~~INC.

	For the YearsEnded January 31,
	2025		2024
Interest expense	$	21,057	$	21,000

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

	January 31,2025		January 31,2024
Interest payable	$	87,164	$	66,107
Note payable	$	350,000	$	350,000

Included within interest payable at January 31, 2026 is accrued default interest associated with a note payable to Robbins LLP.

~~F-12~~During ~~Table~~the year ended January 31, 2026, the Company settled a significant portion of ~~Contents~~outstanding accounts payable and accrued liabilities through the issuance of common stock.

~~ECO~~On ~~SCIENCE~~January ~~SOLUTIONS~~31, ~~INC~~2026, the Company settled liabilities including accounts and interest payable totaling $3,926,533 through the issuance of 5,609,333 shares of common stock. The shares were issued at a stated price of $0.70 per share, with an estimated fair value of $0.265 per share, resulting in total consideration of $1,486,473. Accordingly, the Company recognized a gain on settlement of $2,440,060, representing the difference between the carrying value of the liabilities extinguished and the fair value of the equity instruments issued.

~~NOTES~~In TOaddition, ~~THE~~for ~~CONSOLIDATED~~the ~~FINANCIAL~~fiscal ~~STATEMENTS~~year ended January 31, 2026, the Company recognized gains of $30,400 and $8,503 attributable to the forgiveness of certain accounts payable and accrued liabilities, and certain interest payable, respectively.

~~NOTE~~These 6transactions ~~– CONVERTIBLE~~were ~~NOTE~~accounted ~~PAYABLE~~for in accordance with ASC 470-50, Debt—Modifications and Extinguishments, and ASC 820, Fair Value Measurement.

~~During~~NOTE ~~October~~6 ~~2017, the Company entered into a convertible note for a total of $1,407,781~~– ~~bearing~~NOTES ~~interest at 1% per annum, beginning on November 1, 2017, and payable each 120 days as to any outstanding balance. On November 1, 2018, the Maturity Date, the Lender had the option to:~~PAYABLE

~~(a)~~Notes ~~Convert~~payable ~~the~~consisted ~~$1,407,781 Debt, plus accrued interest, into shares~~ of ~~Eco Science Solutions, Inc. Common Stock, at~~ the ~~rate~~following: ~~of 15% discount to the closing price on the day of lender’s conversion request, per share; or~~

(b) Lender may demand full payment of $1,407,781 or any unpaid balance of the original debt, plus accrued interest from the Company.

	January 31, 2026		January 31, 2025
Notes 1 commencing fiscal year 2017, each due in three months from issuance date	$	-	$	14,930
Note 2 commencing fiscal year 2017, due in three months from issuance date		-		50,000
Notes 3 incurred fiscal year 2017, 2018 and 2019, each due twelve months from issuance date		-		2,225,500
Notes 4 in fiscal year 2017, each due in nine months from issuance date		-		305,266
Note 5 commencing fiscal year 2019, due in nine months from issuance date		-		14,422
Note 6 incurred fiscal year 2021, due in 3 years from issuance date		350,000		350,000
Total	$	350,000	$	2,960,118

~~The~~Interest ~~note~~expense ~~has~~related ~~a conversion feature with a fixed discount~~ to ~~the~~notes ~~trading price of the underlying common stock and therefore~~payable, ~~the~~including ~~potential~~default ~~for~~interest ~~the~~associated ~~convertible~~with ~~note~~Note to become stock settled debt. The note allows the holder to convert the debt to shares of common stock at a 15% discount to the closing price of the Company’s common stock at the lender’s request. Therefore6, ~~upon~~was ~~review of the applicable guidance contained in ASU No. 2020-06~~$69, ~~Debt—Debt~~572 ~~with Conversion~~ and ~~Other~~$24,703 ~~Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting~~ for ~~Convertible Instruments and Contracts in an Entity’s Own Equity, given that~~ the ~~note~~years ~~has~~ended aJanuary ~~principal balance of $1~~31,~~407,781,~~ ~~the holder will always be able to convert the note into $1~~2026,~~656,213 of~~ ~~principal. The~~and ~~debt discount determined as of the date of the note of $248~~2025,~~432 was~~ ~~amortized over the one-year term of the convertible note payable~~respectively.

AsDebt ~~at the date of this report, the Lender has not made a demand for payment and the note is in default.~~Settlements

AtDuring the year ended January 31, ~~2025~~2026, ~~and~~the ~~2024,~~Company ~~convertible~~settled a substantial portion of its outstanding notes payable ~~consisted~~through the issuance of ~~the~~common ~~following:~~stock.

	January 31,2025		January 31,2024
Principal amount	$	1,407,781	$	1,407,781
Liability on stock settled debt		248,432		248,432
Convertible notes payable, net	$	1,656,213	$	1,656,213

On January 31, 2026, the Company settled Notes 3, 4 and 5 totaling $2,545,188 through the issuance of 3,635,983 shares of common stock. The shares were issued at a stated price of $0.70 per share and had an estimated fair value of $0.265 per share, resulting in aggregate consideration of $963,535. Accordingly, the Company recognized a gain on debt settlement of $1,581,653, representing the excess of the carrying value of the liabilities extinguished over the fair value of the equity instruments issued.

~~Interest~~Debt ~~expenses recorded in the years ended January 31, 2025, and 2024 is as follows:~~Forgiveness

	For the yearsEnded January 31,
	2025		2024
Interest expense	$	14,312	$	14,273

During the year ended January 31, 2026, the Company recognized a gain on debt extinguishment of $64,930 related to the forgiveness of Notes 1 and 2.

		January 31,2025				January 31,2024
Interest payable		$	103,589			$	89,277

Remaining Note Payable

~~NOTE~~The 7remaining ~~– RELATED~~balance ~~PARTY~~of ~~TRANSACTIONS~~$350,000 as of January 31, 2026, relates to a promissory note issued to Robbins LLP.

AsOn ofDecember ~~January~~8, 312020, ~~2025~~the Company entered into a promissory note in the principal amount of $350,000 with Robbins LLP pursuant to the Order and ~~January~~Judgment 31in connection with the settlement of a lawsuit entitled In re Eco Science Solutions, ~~2024~~Inc. Shareholder Derivative Litigation, ~~related~~Lead ~~parties~~Civil ~~and~~No. ~~former~~1:17-cv-00530-LEW-WRP ~~related~~(D. ~~parties~~Haw.). ~~are~~The ~~due~~note bears interest at a ~~total~~rate of ~~$7,386,476~~6% per annum and ~~$6,750,267,~~was ~~respectively:~~originally due three years from the issuance date.

	January 31,2025		January 31,2024
Related party payables (1)(2)(3)(4)(5)(6)	$	3,433,694	$	3,118,025
Notes payable (1)(3)(4)		3,952,782		3,632,242
Total related party transactions	$	7,386,476	$	6,750,267

F-12

Table of Contents

~~F-13~~ECO ~~Table~~SCIENCE ofSOLUTIONS, ~~Contents~~INC.

~~ECO~~NOTES ~~SCIENCE~~TO ~~SOLUTIONS,~~THE ~~INC.~~CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~As TOof ~~THE~~January ~~CONSOLIDATED~~31, ~~FINANCIAL~~2026, ~~STATEMENTS~~the note has matured and remains unpaid and is in default. The Company continues to accrue interest on the outstanding balance, including default interest in accordance with the terms of the promissory note.

~~Services~~Interest ~~provided~~expense ~~from~~ related ~~parties~~to this note was $65,935 and ~~former~~$21,057 ~~related~~for ~~parties:~~the years ended January 31, 2026, and 2025, respectively. Accrued interest associated with this note totaled $153,099 and $87,164 as of January 31, 2026, and 2025, respectively.

	For Years EndedJanuary 31,
	2025		2024
Mr. Jeffery Taylor (1)(a)	$	-	$	9,584
Mr. Don Lee Taylor (1)(a)		-		8,750
Ms. Jennifer Taylor (2)(a)		-		-
Ms. Meredith Rountree (2)(b)		-		-
Mr. Michael Rountree (3)(a)		250,000		250,000
	$	250,000	$	268,334

NOTE 7 – CONVERTIBLE NOTE PAYABLE

~~Interest~~During ~~expenses~~October ~~due~~2017, tothe ~~related~~Company ~~parties~~issued ~~and~~a ~~former~~convertible ~~related~~promissory ~~parties:~~note with an original principal balance of $1,407,781.

	For Years EndedJanuary 31,
	2025		2024
Mr. Don Lee Taylor (1)(b)	$	130	$	130
Mr. Michael Rountree (3)(b)		35,698		31,504
Mr. Lewis (4)		1,705		1,699
	$	37,533	$	33,333

The note bears interest at a rate of 1% per annum and was payable upon maturity or conversion at the option of the holder. The note contained a conversion feature that allowed the holder to convert the outstanding balance, including accrued interest, into shares of the Company’s common stock at a discount to the market price of the Company’s common stock at the date of conversion. The Company evaluated the conversion feature in accordance with ASC 815, Derivatives and Hedging, and determined that the feature did not require separate accounting as a derivative.

~~(1)~~In ~~Effective~~accordance ~~December~~with 17ASC 470, ~~2015~~Debt, ~~Mr. Jeffery Taylor was appointed to serve as Chief Executive Officer and President of~~ the Company ~~and~~recognized Mr. Don Lee Taylor was appointed to serve as Chief Financial Officer of the Company. On January 11, 2016, Mr. Jeffery Taylor was appointed Secretary and to the Board of Directors and Mr. Don Taylor was appointed to the Board of Directors. On December 8, 2020, Jeffery Taylor resigned his position as Chairman of the Board, Don Taylor resigned his positions as CFO and a ~~Member~~debt ofdiscount ~~the~~associated ~~Board~~with ~~of Directors and accepted a role as Director of Festivals. On January 28, 2021,~~ the ~~Board~~conversion offeature ~~Directors accepted the resignation~~ of ~~Jeffery Taylor as Chief Executive Officer~~$248, ~~effective as of January 31~~432, ~~2021.~~which Onwas ~~January~~amortized ~~17,~~over ~~2023,~~ the ~~Company~~term ~~accepted the resignation~~ of ~~Mr. Don Taylor as Director of Festivals and Mr. Jeffery Taylor as Director, President and Secretary. Concurrent with~~ the ~~resignations of Mr~~note. ~~Jeffery Taylor and Mr. Don Taylor the Company agreed to accrue fees under their respective employment agreements through the end of February 2023, after which the Company incurred no further expense.~~

~~(a)~~Settlement ~~Employment~~of ~~agreements~~Convertible ~~with Mr. Jeffery Taylor and Mr. Don Lee Taylor~~Note

On ~~December~~January 2131, ~~2015~~2026, the Company ~~entered~~settled ~~into employment agreements with Mr. Jeffery Taylor and Mr. Don Lee Taylor for a period of 24 months, where after~~ the ~~contract~~convertible ~~may~~note bethrough ~~renewed in one-year terms at~~ the ~~election~~issuance of ~~both~~common ~~parties~~stock. ~~Jeffery~~ ~~Taylor~~The ~~shall~~carrying ~~receive~~value ~~an annual gross salary~~ of ~~$115,000 and Don Lee Taylor shall receive an annual gross salary of $105,000 payable in equal instalments on~~ the ~~last~~note ~~day~~at ~~of each calendar month and which may be accrued until such time as~~ the ~~Company~~date ~~has sufficient cash flow to settle amounts payable. Further under the terms~~ of ~~the~~settlement ~~respective~~was ~~agreements all inventions~~$1, ~~innovations~~656, improvements, know-how, plans, development, methods, designs, analyses, specifications, software, drawings, reports and all similar or related information (whether or not patentable or reduced to practice) which relate to any of the Company’s actual or proposed business activities and which are created, designed or conceived, developed or made by the Executive during the Executive’s past or future employment by the Company or any Affiliates, or any predecessor thereof (“Work Product”), belong to the Company, or its Affiliates, as applicable213. ~~The contracts were formally terminated with an effective date of February 28, 2023, for each of Mr. Don and Mr. Jeffery Taylor.~~

~~During~~The ~~the~~Company ~~years~~issued ~~ended~~2,011,115 ~~January~~shares ~~31,~~of ~~2024,~~common ~~and~~stock ~~2023,~~in settlement of the ~~Company~~note. ~~paid~~The ~~$15,000 and~~shares ~~$90,000,~~were ~~respectively,~~issued toat ~~Mr.~~a ~~Jeffery~~stated ~~Taylor~~price ~~and~~of $0 .70 per share and ~~$56,000,~~had ~~respectively,~~an toestimated ~~Mr.~~fair ~~Don~~value ~~Lee~~of ~~Taylor~~$0. On265 ~~January~~per 31share, ~~2025,~~resulting ~~there~~in ~~was a~~ total consideration of $44532,~~721 owing~~946, toas ~~Mr.~~determined ~~Jeffery~~in ~~Taylor~~accordance ~~(January~~with 31ASC 820, ~~2024~~Fair -Value ~~$44,721)~~Measurement. ~~and $426~~Accordingly,~~450 to~~ ~~Mr.~~the ~~Don~~Company ~~Lee~~recognized ~~Taylor~~a ~~(January~~gain ~~31,~~on ~~2024~~debt -settlement of $~~426~~1,~~450)~~123, ~~respectively~~267, inrepresenting ~~accrued~~the ~~and~~excess ~~unpaid~~of ~~salary~~the ~~under~~carrying value of the ~~terms~~liability extinguished over the fair value of ~~their~~the ~~employment~~equity ~~agreements~~instruments issued.

~~F-14~~In ~~Table~~addition, accrued interest of ~~Contents~~$117,862 related to the convertible note was settled through the issuance of common stock. This settlement is included within Note 5 – Accounts Payable and Accrued Liabilities and is not separately presented herein.

~~ECO~~As ~~SCIENCE~~of ~~SOLUTIONS~~January 31, ~~INC~~2026, no convertible notes payable remained outstanding. As of January 31, 2025, convertible notes payable had a carrying value of $1,656,213. Interest expense related to the convertible note was $14,274 and $14,312 for the years ended January 31, 2026 and 2025, respectively.

~~NOTES~~NOTE TO8 ~~THE~~– RELATED ~~CONSOLIDATED~~PARTY ~~FINANCIAL STATEMENTS~~TRANSACTIONS

~~(b)~~The ~~Note~~Company ~~payable~~accounts for related party transactions in accordance with ASC 850, Related Party Disclosures.

OnRelated ~~February~~Party 17, 2016, the Company issued promissory notes to Mr. Jeffery Taylor, CEO, in the amount of $17,500 and to Mr. Don Lee Taylor, CFO, in the amount of $17,500, respectively. The notes bear interest at a rate of 1% per annum, maturing on August 17, 2016. During the fiscal year ended January 31, 2017, the Company repaid $2,500 to Mr. Jeffery Taylor and $2,500 to Mr. Don Lee Taylor. During the fiscal year ended January 31, 2019, the Company repaid $5,000 to Mr. Jeffery Taylor and $2,000 to Mr. Don Lee Taylor. During the fiscal year ended January 31, 2020, the Company repaid $10,000 to Mr. Jeffery Taylor and $0 to Mr. Don Lee Taylor. As at January 31 2025 and 2024, there was a total of $0 owing to Mr. Jeffery Taylor, and $13,000 to Mr. Don Lee Taylor.Balances

(2a)	For the fiscal years ended January 31, 2025, and 2024, the Company was invoiced a total of $0 as consulting services by Ms. Jennifer Taylor, sister of certain of the Company’s former officers and directors. As of January 31, 2025, and 2024 there was a total of $166,000 in accrued and unpaid consulting fees.
(2b)	For the fiscal years ended January 31, 2025, and 2024, the Company was invoiced a total of $0 as consulting services included in research and development by Ms. Meredith Rountree, sister of the Company’s Chief Executive Officer. As of January 31, 2025, and 2024 there was a total of $161,250 in accrued and unpaid consulting fees.

As of January 31, 2026, and 2025, amounts due to related parties and former related parties were as follows:

(3) (a) Employment agreement/Executive Employment Agreement with Michael Rountree On June 21, 2017, the Company entered into an employment agreement with Michael Rountree whereby Mr. Rountree agreed to serve as the Company’s Chief Operating Officer for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Rountree was to receive a base salary at an annual rate of $120,000. The Board shall review the Base Salary on an annual basis and may, but is not required to, make upward adjustments from time to time. On December 8, 2020, Michael Rountree was appointed interim CFO and Treasurer. On January 28, 2021, as amended March 1, 2021, the Company entered into an Executive Employment Agreement (“Agreement”), effective January 31, 2021, with Michael Rountree, the Company’s current Chief Operating Officer. Michael will serve as the Chief Executive Officer, as well as the Chief Financial Officer. The term of the Agreement is for three years. Mr. Rountree shall be entitled to the amount of $250,000 per year (the “Base Salary”), which amount shall accrue, until such time as the Company has sufficient resources to remit regular payments. The Agreement provides for certain additional terms and conditions based upon the Company achieving certain financial thresholds. The Executive’s base salary may not be decreased during the Employment Term other than as part of an across-the-board salary reduction that applies in the same manner to all senior executives of the Company, or if the duties of the Executive are materially changed. We recorded $250,000 as fees in each of the fiscal years ended January 31, 2025, and 2024 under the terms of this agreement, all of which remains unpaid. As at January 31, 2025 there was a total of $1,440,000 (January 31, 2024 - $1,190,000) in accrued and unpaid salary under the terms of the employment agreement. In addition, during the years ended January 31, 2025, and 2024, Mr. Rountree funded a total accumulated amount of $28,136 and $37,411, respectively, for the Company’s expenses. As of January 31, 2025, Mr. Rountree was owed total expenses of $322,883 (January 31, 2024 - $294,747).

	January 31, 2026		January 31, 2025
Related party payables	$	-	$	3,433,694
Notes payable		-		3,952,782
Total related party balances	$	-	$	7,386,476

~~(b)~~During ~~Note~~the ~~payable~~year ~~with~~ended ~~Rountree~~January ~~Consulting~~31, 2026, the Company settled or otherwise extinguished a ~~company~~total ~~controlled~~of byapproximately Mr$7,369,505 of related party obligations, including accrued compensation, advances, notes payable, and related accrued interest. ~~Rountree~~These obligations were settled through the issuance of common stock at a stated price of $0.70 per share. For accounting purposes, the transactions were measured based on the estimated fair value of the Company’s common stock of approximately $0.265 per share at the date of issuance, in accordance with ASC 820, Fair Value Measurement.

~~During~~F-13 ~~the~~Table ~~year ended January 31, 2019, the Company issued promissory notes to Rountree Consulting in the accumulated amount~~ of ~~$379,319.~~Contents

~~F-15~~ECO ~~Table~~SCIENCE ofSOLUTIONS, ~~Contents~~INC.

~~ECO~~NOTES ~~SCIENCE~~TO ~~SOLUTIONS,~~THE ~~INC.~~CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~Certain TOobligations ~~THE~~assumed ~~CONSOLIDATED~~in ~~FINANCIAL~~connection ~~STATEMENTS~~with the dissolution of Ga-Du Corporation, including amounts owing to former executives and consultants (including S. Randall Oveson), are disclosed in Note 3 – Divestiture of Subsidiary and are not duplicated herein.

~~During~~As a result of these transactions, the ~~fiscal~~Company ~~year~~recognized ~~ended~~gains ~~January~~on ~~31,~~settlement ~~2020~~of related party obligations in accordance with ASC 470-50, Debt—Modifications and Extinguishments. These related party obligations were settled on the ~~Company~~same ~~issued~~terms ~~promissory~~as ~~notes~~contemporaneous tosettlements ~~Rountree~~with ~~Consulting~~unrelated increditors; accordingly, the ~~accumulated~~resulting ~~amount~~gains are recognized in the statement of ~~$805,901~~operations under ASC 470-50 and do not represent capital contributions.

~~During~~Former ~~the~~Related ~~fiscal~~Parties ~~year~~– ~~ended~~Amounts ~~January 31~~Owing, ~~2021~~Settled, ~~the Company issued promissory notes to Rountree Consulting in the accumulated amount of $395,325. On January 28, 2021, the Company entered into a Debt Settlement~~ and ~~Share~~Shares Purchase Agreement with Rountree Consulting, Inc., owned by The Rountree Trust, wherein Rountree Consulting, Inc. a was issued 500,000 unregistered, restricted shares of the Company’s common stock at a price of US $0.50 per share in settlement of a portion, in the amount of $250,000 of the total debt owed to Rountree Consulting, Inc. by the Company.Issued

The Company had outstanding obligations to former directors and related parties arising primarily from accrued compensation, notes, and advances. During the year ended January 31, ~~2022~~2026, ~~the~~these ~~Company~~balances ~~issued~~were ~~promissory~~settled ~~notes~~through ~~to Rountree Consulting in~~ the ~~accumulated~~issuance ~~amount~~ of ~~$1,033,131~~common stock.

During the year ended January 31, 2023, the Company issued promissory notes to Rountree Consulting in the accumulated amount of $694,874.

Former Related Party	Amount Owing (2025)		Amount Settled (2026)		Shares Issued		Settlement Method
Jeffery Taylor	$	45,177	$	45,177		64,538	Common stock issuance
Don Lee Taylor	$	440,809	$	440,809		629,728	Common stock issuance
Jennifer Taylor	$	166,000	$	166,000		237,143	Common stock issuance
Meredith Rountree	$	161,250	$	161,250		230,357	Common stock issuance
L. John Lewis	$	182,766	$	182,766		261,095	Common stock issuance

~~During~~In aggregate, the Company settled approximately $996,002 of obligations to former related parties during the year ended January 31, ~~2024~~2026, through the ~~Company~~issuance ~~issued~~of ~~promissory~~approximately ~~notes~~1,422,861 toshares ~~Rountree~~of ~~Consulting~~common instock ~~the~~at ~~accumulated~~a ~~amount~~stated price of $~~460,263~~0.70 per share.

~~During~~For accounting purposes, the ~~year~~fair ~~ended~~value ~~January~~of 31the shares issued was approximately $377,058, ~~2025~~based on a price of $0.265 per share. Accordingly, the Company ~~issued~~recognized ~~promissory~~a ~~notes~~gain toon ~~Rountree~~settlement ~~Consulting~~of informer ~~the~~related ~~accumulated~~party ~~amount~~obligations of approximately $~~320~~618,~~540~~944, representing the difference between the carrying value of the liabilities extinguished and the fair value of the common stock issued.

~~These~~Current ~~notes~~Related ~~bear~~Parties ~~interest~~– atAmounts aOwing, ~~rate of 1% per annum~~Settled, ~~each~~and isShares ~~due nine months from issue date. Several of the aforementioned notes are currently in default.~~Issued

~~(4) (a) Employment agreement with L. John Lewis On June 21, 2017, Ga-Du entered into an employment agreement with L. John Lewis whereby Mr. Lewis accepted employment as Chief~~ Executive ~~Officer~~Compensation of Ga-Du for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Lewis has a base salary at an annual rate of $120,000. The employment agreement was not renewed on expiry. On January 31, 2025, there was a total of $240,000 in accrued and ~~unpaid~~Advances salary under the terms of the employment agreement (January 31, 2024 - $240,000). (b) Note payable During the three months ended April 30, 2018, Mr. Lewis paid $175,000 to third parties on behalf of the Company which amount was recorded in Accounts payable – ~~related~~Michael parties. On July 31, 2018, the Company issued promissory notes to Mr. Lewis to convert the payable amount to a note payable in the amount of $170,000. The notes bear interest at a rate of 1% per annum, each was due nine months from the issue date and all notes are currently in default.Rountree

(5)	On June 21, 2017, Ga-Du Corporation, a wholly owned subsidiary of Eco Science Solutions Inc. entered into an employment agreement with S. Randall Oveson whereby Mr. Oveson accepted employment as Chief Operating Officer of Ga-Du for two years unless terminated earlier in accordance with the agreement. During his period of employment, Mr. Oveson was to receive a base salary at an annual rate of $120,000. The employment agreement was not renewed on expiry. As at January 31, 2025 and 2024 there was a total of $240,000 in accrued and unpaid salary under the terms of the employment agreement.
(6)	On June 21, 2017, Ga-Du entered into a consulting agreement with Andy Tucker, whereby Mr. Tucker will provide services to the Cannabis industry under development by the Company, as well as act as an advisor to various State regulators concerning the Cannabis industry for two years unless terminated earlier in accordance with the agreement. During the period of the agreement, Mr. Tucker was to receive a base salary at an annual rate of $120,000. The employment agreement was not renewed on expiry. As at January 31, 2025 and 2024 there was a total of $240,000 in accrued and unpaid salary under the terms of the employment agreement. Mr. Tucker (deceased) holds approximately 10.29% of the Company’s issued and outstanding shares.
(7)	On January 28, 2021, the Company entered into an Indemnification Agreement with each of Michael Rountree, A. Carl Mudd and S. Randall Oveson where under the Company will indemnify each of the aforementioned parties in their respective positions as officers and/or directors, to the fullest extent permitted by applicable law, so that they will serve, and continue to serve, the Company free from undue concern that they will not be so indemnified.

Advances made by Mr. Rountree to fund the Company’s operations were made in his capacity as an executive officer with an expectation of repayment and were recorded as liabilities. The settlement of these advances, and of accrued compensation owing to Mr. Rountree, through the issuance of common stock on the same terms accepted by unrelated creditors was accounted for as an extinguishment of debt under ASC 470-50, with the resulting gain recognized in the statement of operations and no amount treated as a capital contribution. See the Company’s accounting policy for related party debt settlements above.

~~F-16~~The ~~Table~~Company has an executive employment arrangement with Michael Rountree, pursuant to which he serves in executive roles including Chief Executive Officer and Chief Financial Officer. Under the terms of ~~Contents~~the agreement, Mr. Rountree is entitled to an annual base salary of $250,000, which accrues when not paid.

~~ECO~~The ~~SCIENCE~~Company ~~SOLUTIONS~~recorded compensation expense of $250,000 ~~INC~~for each of the years ended January 31, 2026 and 2025. As of January 31, 2026, accrued and unpaid compensation totaled $1,690,000. On January 31, 2026, the Company settled accrued compensation in full through the issuance of 2,414,286 shares of common stock at a stated price of $0.70 per share.

~~NOTES~~In TOaddition, ~~THE~~Mr. ~~CONSOLIDATED~~Rountree ~~FINANCIAL~~advanced ~~STATEMENTS~~funds to the Company to support operating activities. As of January 31, 2025, outstanding advances totaled $322,883. During the year ended January 31, 2026, the Company settled a total of $337,480 of advances through the issuance of 482,115 shares of common stock at a stated price of $0.70 per share.

~~NOTE~~The 8Company ~~– CAPITAL~~also ~~STOCK~~settled amounts due related to licensing arrangements totaling $12,794 through the issuance of 18,277 shares of common stock at a stated price of $0.70 per share.

~~Common~~In ~~Stock~~aggregate, the Company settled a total of approximately $2,040,274 of accrued compensation, advances, and other related party obligations with Mr. Rountree through the issuance of approximately 2,914,677 shares of common stock at a stated price of $0.70 per share.

~~The~~F-14 ~~total~~Table ~~number~~ of ~~authorized shares of common stock that may be issued by the Company is 650,000,000 shares with a par value of $0.0001.~~Contents

AsECO ofSCIENCE ~~January 31~~SOLUTIONS, ~~2025 and 2024, there were 53,957,572 shares issued including 1,000,000 shares of treasury stock, and 52,957,572 shares outstanding~~INC.

~~Preferred~~NOTES ~~Shares~~TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~The~~For ~~total~~accounting ~~number~~purposes, the fair value of ~~authorized~~the shares ofissued ~~preferred~~was ~~stock~~approximately ~~that~~$772,390, ~~may~~based beon ~~issued~~a byprice ~~the~~of ~~Company~~$0.265 ~~is 50~~per share. Accordingly,~~000,000 shares~~ ~~with~~the Company recognized a ~~par~~gain ~~value~~on settlement of approximately $01,267,884.~~001.~~

~~Series~~Notes APayable ~~Voting~~– ~~Preferred~~Rountree ~~Shares~~Consulting

OnThe ~~January 11, 2016, the~~ Company’s ~~Board~~has ofhistorically ~~Directors~~received ~~(the~~funding ~~“Board”)~~from ~~authorized~~Rountree ~~the creation of 1~~Consulting,~~000 shares~~ ~~of Series A Voting Preferred Stock~~Inc. ~~The~~, ~~holder~~a ofcompany ~~the~~controlled ~~shares~~by ofMichael ~~the~~Rountree, ~~Series~~in ~~A Voting Preferred Stock has~~ the ~~right~~form ~~to vote those shares~~ of ~~the~~promissory ~~Series~~notes Aissued ~~Voting~~over ~~Preferred~~multiple ~~Stock regarding any matter or action that is required to be submitted to the shareholders of the Company for approval~~periods. ~~The~~ ~~vote~~These ofnotes ~~each~~bear ~~share~~interest ofat ~~the~~a ~~Series~~rate ~~A Voting Preferred Stock is equal to and counted as 10 times the votes~~ of ~~all~~1% ofper ~~the~~annum ~~shares of the Company’s (i) common stock,~~ and ~~(ii)~~are ~~other~~generally ~~voting~~due ~~preferred~~within ~~stock~~nine ~~issued~~months ~~and outstanding on the date~~ of ~~each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval~~issuance. ~~The Series A Voting Preferred Stock will not be convertible into Common Stock.~~

AsImmediately prior to settlement on January 31, 2026, the total outstanding balance of principal and accrued interest related to these notes was $4,333,229 (January 31, 2025 – $3,935,565). ~~and~~On ~~2024~~January 31, no2026, ~~Series~~the ACompany ~~Voting~~settled ~~Preferred~~the ~~Shares~~outstanding ~~were~~balance ~~issued~~in full through the issuance of 6,190,326 shares of common stock at a stated price of $0.70 per share.

~~NOTE~~In 9aggregate, ~~– COMMITMENTS~~the Company settled $4,333,229 of obligations through the issuance of common stock. For accounting purposes, the fair value of the shares issued was approximately $1,640,437, based on a price of $0.265 per share. Accordingly, the Company recognized a gain on settlement of approximately $2,692,792.

(a) On July 21, 2017, we entered into a Sublease commencing August 1, 2017, and terminating the earlier of (a) March 31, 2020, or (b) the date the sublease is terminated by sub landlord upon the occurrence of an event of default, the sublease covered a total of 6,120 square feet of office space. Monthly base rent for the period September 1, 2017 to July 31, 2018 was $14,535, and the first month of rent was free of charge. In the second year the monthly base rent increased to $15,173. In the third year the monthly base rent increased to $15,810. The Company remitted a security deposit in the amount of $15,810 in respect of this sublease. The Company passed on recording the deferred rent relative to the one free month of rent contained within the lease as it was determined to be immaterial. During the period ended April 30, 2018, the Company accrued rent in respect to this sublease for the months of March and April 2018 including applicable operating costs. Subsequent to October 31, 2018, the Company abandoned the space without payment or further accruals, and the lease was effectively terminated. After deduction of the Security deposit, a balance of $21,051 remains due and payable at January 31,2025 and 2024.Other

~~F-17~~On ~~Table~~January of28, ~~Contents~~2021, the Company entered into indemnification agreements with Michael Rountree, A. Carl Mudd, and S. Randall Oveson in their capacities as officers and/or directors. Under these agreements, the Company has agreed to indemnify such individuals to the fullest extent permitted by applicable law for claims and liabilities arising from their service to the Company.

~~ECO~~NOTE ~~SCIENCE~~9 ~~SOLUTIONS,~~– ~~INC.~~CAPITAL STOCK

~~NOTES~~Common ~~TO THE CONSOLIDATED FINANCIAL STATEMENTS~~Stock

~~(b)~~Effective ~~The~~May ~~Company~~4, ~~has~~2026, ~~entered~~the ~~into~~Company ~~verbal~~effected ~~agreements~~a ~~with~~1-for-25 ~~Take2L,~~reverse anstock ~~arm’s~~split ~~length~~of ~~third~~its ~~party,~~issued ~~to develop~~ and ~~service~~outstanding ~~our~~common ~~current~~stock. ~~technology~~All ~~platform~~share inand ~~consideration~~per-share ~~for~~amounts ~~certain~~presented ~~fees~~in asthese ~~invoiced~~consolidated ~~monthly.~~financial Onstatements ~~September~~have 1,been ~~2018,~~retroactively ~~Take2L~~adjusted ~~invoiced $350,000~~ to reflect the ~~Company~~reverse instock ~~respect~~split offor ~~the~~all ~~ongoing~~periods ~~development~~presented, ofunless ~~software~~otherwise ~~to support our platform~~indicated. As ~~of January 31, 2023, Take2L had invoiced the Company~~ a ~~cumulative~~result ~~total~~ of ~~$1,328,810, including~~ the ~~original~~May ~~$350~~4,~~000,~~ of2026 ~~which~~reverse atstock ~~January 31~~split,~~2023~~ the ~~Company~~stated ~~had~~capital ~~paid~~represented aby ~~total~~common ofstock ~~$327,500~~was ~~towards~~reduced ~~the~~by ~~outstanding~~approximately ~~balance payable. There were no payments made in the fiscal years ended January 31, 2025 and 2024. As at January 31, 2025 and 2024 an amount of~~ $159,~~001,310~~982 ~~remained~~ due ~~and~~solely ~~payable~~ to ~~Take~~the 2Lreduction in ~~respect to invoices~~ issued ~~for~~shares ~~services~~at ~~rendered.~~the ~~The~~unchanged ~~Company~~par ~~has~~value ~~been~~of ~~unable to settle these invoices as they have come due~~$0.0001 ~~Take~~per ~~2L has had a long working relationship with our Chief Operating Officer, Mr~~share. ~~Rountree,~~The ~~with~~corresponding ~~regard~~amount towas ~~other~~reclassified ~~businesses; Take 2L has no relationship with the Company other than as a provider of services~~ to ~~the~~additional ~~Company and does not hold any shares~~ paid-in ~~the Company~~capital. ~~Take~~The 2Lreverse ~~has~~stock ~~continued~~split tohad ~~provide~~no ~~the~~effect ~~Company~~on ~~with~~total ~~essential~~stockholders' ~~services during the shortfall in funds to meet operational overhead as it comes due and it is expected these accounts will be settled in full as soon as resources become available~~deficit.

~~(c)~~The AsCompany ais ~~result~~authorized ~~of an Order and Final Judgment signed by the Honorable Leslie Kobayashi and filed with the United States District Court for the District of Hawaii on December 3, 2020 with respect~~ to ~~the~~issue ~~action captioned In re Eco Science Solutions~~650, ~~Inc. Shareholder Derivative Litigation Lead Civil No. 1:17-cv-00530-LEW-WRP (D. Haw.)~~000,000 the Company and Plaintiffs undertook certain actions including the cancelation of certain shareholdings by various parties, the cancelation of certain debt by certain Plaintiffs, the settlement of certain legal fees by way of issuance of shares of common stock, ~~the~~with ~~reconstitution~~a ofpar ~~the~~value ~~board and the appointment~~ of ~~an Ombudsman, for the Company for a term of four (4) years from the settlement date~~$0.0001 ~~Among~~per ~~other commitments, the Company agreed as resources are available to implement certain Governance Reforms in two phases, including but not limited to the following:~~share.

-During ~~Appointment~~the ofyear ~~two~~ended ~~new~~January ~~independent~~31, ~~directors~~2026, to the Company’s ~~board~~issued ofan ~~directors~~aggregate -of ~~Appointment~~22,834,297 shares of anrestricted ~~Ombudsman~~common -stock ~~Binding~~in connection with the settlement of ~~Directors~~accrued ~~and~~compensation, ~~Officers’~~accounts ~~Insurance~~payable, -notes ~~Creation~~payable, ofconvertible anotes, ~~Board~~and ~~level~~related ~~governance~~party ~~committee~~obligations, -as ~~Adoption~~further ofdescribed ~~written~~in ~~corporate~~Notes ~~guidelines~~5 through 8 and Note 10. These transactions were effected at a ~~code~~stated price of ~~ethics~~$0.70 -per ~~Creation~~share, ofrepresenting an ~~audit~~aggregate ~~committee~~settlement -amount ~~Creation~~ of anapproximately ~~investor~~$15,984,008. ~~relations~~For ~~officer~~accounting -purposes, ~~Retention~~the equity instruments issued were measured based on the estimated fair value of ~~In-house~~the ~~Counsel~~Company’s -common ~~Appointment~~stock at the date of ~~several~~issuance, ~~additional~~in ~~positions~~accordance ~~including~~with aASC ~~CAO~~820, Fair Value Measurement, and ~~enhancement~~the ofrelated ~~Board~~gains ~~independence;~~on -settlement ~~Implementation~~were ofrecognized ~~additional~~in ~~policies~~accordance with ASC 470-50, Debt—Modifications and ~~practices~~Extinguishments.

~~Further,~~As ~~the Company undertook to dedicate not less than 15%~~ of ~~such~~January ~~revenue~~31, ~~debt raised~~2026, orthe ~~equity infused (regardless of source, but apart from and in addition to any personal contributions toward~~ Company ~~operations~~had ~~made by current officers~~24,992,656 ~~directors~~shares ~~and employees) toward achieving the agreed-upon objectives and implementation and maintenance~~ of ~~the~~common ~~Governance~~stock ~~Reforms.~~issued, ~~Upon attainment~~ of ~~$10~~which 40,000~~,000~~ inshares ~~cash~~were ~~collected~~held ~~from~~as ~~revenue,~~treasury ~~debt~~stock, orresulting ~~equity,~~in ~~the Company shall dedicate a minimum of 18% of such revenue~~24, ~~debt raised~~952,656 orshares ~~equity~~of ~~infused~~common ~~(apart~~stock ~~from and in addition to any personal contributions toward Company operations made by current officers, directors and employees)~~outstanding. ~~These minimum contributions may be adjusted upward as deemed necessary and appropriate by the Ombudsman.~~

~~(d)~~As Onof ~~December~~January 2331, ~~2020~~2025, the Company ~~entered~~had ~~into~~approximately a Board Advisory Agreement by which Mr. Carl Mudd agreed to serve as the Chairman of the Board of Directors of the Company (the “Board”) and as Ombudsman for the Company pursuant to both Rule 53 of the Federal Rules of Civil Procedure, and to the Order and Judgment in the settlement of a lawsuit entitled In re Eco Science Solutions, Inc. Shareholder Derivative Litigation Lead Civil No. 1:17-cv-00530-LEW-WRP (D. Haw.) (the “Stipulation of Order”). As consideration for his service, in addition to receiving two million five hundred thousand (2,~~500~~158,~~000)~~359 ~~restricted~~ shares of ~~the Company’s~~ common stock issued, ~~he will receive an advisory fee~~ of ~~Ten~~which ~~Thousand Dollars ($10~~40,000) ~~per~~shares ~~month,~~were ~~commencing~~held ~~December~~as ~~24,~~treasury ~~2020. While the contract calls for half of the monthly advisory fee ($5~~stock,~~000)to~~ beresulting ~~paid~~in toapproximately Mr. Mudd and the other half of the advisory fee may be accrued on a monthly basis until the Company has closed a bona fide third-party debt and/or equity financing of at least eight hundred thousand dollars ($8002,~~000)~~118,359 ~~presently~~shares ~~all~~ of ~~the~~common ~~fees~~stock ~~incurred are being accrued and are unpaid~~outstanding. ~~As of January 31, 2025 Mr. Mudd was owed $490,000 (January 31, 2024 - $370,000).~~

~~F-18~~Preferred ~~Table of Contents~~Stock

~~ECO~~The ~~SCIENCE~~Company ~~SOLUTIONS~~is authorized to issue 50,000,000 ~~INC~~shares of preferred stock with a par value of $0.001 per share.

~~NOTES~~Series TOA ~~THE~~Voting ~~CONSOLIDATED~~Preferred ~~FINANCIAL STATEMENTS~~Stock

~~NOTE~~On 10January ~~– INCOME~~11, ~~TAXES~~2016, the Company’s Board of Directors authorized the creation of 1,000 shares of Series A Voting Preferred Stock.

~~During~~F-15 ~~the~~Table ~~years~~of ~~ended January 31, 2025, and 2024, no provision for income taxes was recorded as the Company generated net operating losses.~~Contents

~~The~~ECO ~~tax~~SCIENCE ~~effects of temporary differences that give rise to deferred tax assets for years ended January 31~~SOLUTIONS, ~~are presented below:~~INC.

	2025			2024
Deferred Tax Assets:
Net operating loss carryforward	$	69,400,000		$	68,000,000
Total deferred tax assets		14,574,000			14,280,000
Valuation allowance		(14,574,000	)		(14,280,000	)
Deferred tax asset, net of valuation allowance	$	-		$	-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AEach ~~reconciliation~~share of Series A Voting Preferred Stock entitles the ~~statutory~~holder ~~federal~~to ~~income~~voting ~~tax~~rights ~~rate~~equal to ten times the ~~Company’s~~aggregate ~~effective~~voting ~~tax~~power ~~rate~~of all shares of common stock and other voting securities outstanding at the time of each vote. The Series A Voting Preferred Stock is asnot ~~follows:~~convertible into common stock.

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

As of January 31, 2026 and 2025, no shares of Series A Voting Preferred Stock were issued or outstanding.

~~The~~NOTE ~~Company~~10 ~~assesses~~– ~~the~~COMMITMENTS ~~likelihood~~AND that deferred tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Based upon the Company’s history of losses since inception, management believes that it is more likely than not that future benefits of deferred tax assets will not be realized.CONTINGENCIES

At January 31, 2025, the Company had approximately $69 million of federal net operating losses that may be available to offset future taxable income, At January 31, 2024, the Company had approximately $68 million of federal net operating losses that may be available to offset future taxable income. $43.5 million of the net operating loss carry forwards (~~NOL~~a), ifLease ~~not utilized, will expire in 2037 for federal purposes, the remaining amount of NOL can be carried forward indefinitely.~~Obligation

~~F-19~~The ~~Table~~Company previously entered into a sublease agreement for office space commencing August 1, 2017. The Company ceased use of ~~Contents~~the premises during 2018 and the arrangement was effectively terminated.

~~ECO~~As ~~SCIENCE~~of ~~SOLUTIONS~~January 31, ~~INC~~2026 and 2025, an outstanding balance of approximately $21,051 remains payable in connection with this arrangement.

~~NOTES~~(b) TOVendor ~~THE~~Payable ~~CONSOLIDATED~~– ~~FINANCIAL STATEMENTS~~Take2L

~~Pursuant~~The toCompany ~~the~~has ~~Internal~~engaged ~~Revenue~~Take2L, ~~Code~~an ~~Section~~arm’s ~~382~~length ~~(“Section~~third-party ~~382”)~~service provider, ~~certain~~for ~~ownership changes may subject~~ the ~~net~~development ~~operating loss carryforwards (“carryforwards”)~~ and ~~research~~maintenance ~~and~~of ~~development~~its ~~tax~~technology ~~credit carryforwards to annual limitations which could reduce or defer the carryforwards~~platform. ~~Section~~As ~~382~~of ~~imposes~~January ~~limitations~~31, on2025, aamounts ~~corporation’s~~due ~~ability~~ to ~~utilize~~Take2L ~~carryforwards~~totaled ifapproximately ~~it experiences an ownership change~~$1,001,310. AnOn ~~ownership~~January ~~change~~31, ~~may~~2026, ~~result from transactions increasing~~ the ~~ownership~~Company ofsettled ~~certain~~this ~~stockholders~~obligation inthrough the ~~stock~~issuance of ~~a corporation by more than 50 percentage points over a three-year period. In the event of an ownership change~~1,430,443 ~~utilization~~shares of ~~the~~common ~~carryforwards would be subject to an annual limitation under Section 382 determined by multiplying the value of its~~ stock at ~~the~~a ~~time~~stated price of ~~the~~$0.70 ~~ownership~~per ~~change by the applicable long-term tax-exempt rate~~share. ~~Any~~For ~~unused~~accounting ~~annual~~purposes, ~~limitation~~the ~~may~~transaction bewas ~~carried~~measured ~~over~~based ~~to later years. The imposition of this limitation~~ on ~~its ability to use~~ the ~~carryforwards~~estimated tofair ~~offset~~value ~~future~~of ~~taxable income could cause~~ the Company’s tocommon ~~pay~~stock ~~U.S.~~of ~~federal~~approximately ~~income~~$0.265 ~~taxes~~per ~~earlier~~share ~~than~~at ifthe ~~such~~date ~~limitation~~of ~~were~~issuance, ~~not~~resulting in ~~effect~~the ~~and~~recognition ~~could~~of ~~cause~~a ~~such~~gain ~~carryforwards~~on tosettlement ~~expire unused, reducing or eliminating the benefit~~ of ~~such~~approximately ~~carryforwards~~$622,243. The ~~Company~~settlement ~~has~~of ~~not~~this ~~completed~~obligation ais ~~Section~~already ~~382~~included ~~study~~in ~~to determine if there have been one or more ownership changes due to~~ the ~~costs~~amounts ~~associated~~disclosed ~~with~~in ~~such~~Note a5 ~~study.~~– ~~Until~~Accounts aPayable ~~study~~and isAccrued ~~completed~~Liabilities and ~~the extent of the limitations, if any,~~ is ~~able~~not toan ~~be determined, no~~ additional ~~amounts~~gain ~~have~~on ~~been~~settlement ~~written off or are being presented as an uncertain tax position~~herein.

~~The~~(c) ~~Company~~Legal ~~applies~~Settlement ~~the provisions of ASC 740-10, Income Taxes. The Company has not recognized any liability for unrecognized tax benefits~~ and ~~does~~Governance not believe there is any uncertainty with respect to its tax position. The Company’s policy with respect to unrecognized tax benefits is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.Commitments

~~The~~Pursuant ~~Company~~to ~~files~~an ~~tax~~Order ~~returns~~and asFinal ~~prescribed~~Judgment issued by the ~~tax~~United ~~laws~~States ofDistrict ~~the~~Court ~~jurisdictions~~for ~~in which it operates. In~~ the ~~normal~~District ~~course~~ of ~~business,~~Hawaii ~~the~~on ~~Company~~December ~~is subject to examination by federal and state jurisdictions~~3, ~~where~~2020 ~~applicable.~~in ~~There~~connection ~~are~~with ~~currently~~In nore ~~pending~~Eco ~~income~~Science ~~tax~~Solutions, ~~examinations~~Inc. ~~Earlier~~Shareholder ~~years~~Derivative ~~may~~Litigation, ~~be examined to~~ the ~~extent that tax credit or net operating loss carryforwards are used in future periods. The~~ Company’s ~~policy~~agreed is to ~~record~~implement ~~interest~~certain governance reforms and ~~penalties~~undertake related ~~to income taxes as part of its income tax provision~~actions.

~~NOTE~~These 11commitments ~~– SUBSEQUENT~~include, ~~EVENTS~~among other items:

On· ~~April~~appointment ~~2, 2025, Mr. Oveson resigned as Secretary and Mr. Rountree was appointed Secretary~~ of ~~the~~independent ~~Company. Concurrently,~~directors ~~the~~· ~~Board~~establishment of ~~Directors~~governance ~~of the Company deemed it in the best interest of the Company~~ and ~~the~~audit ~~shareholders~~committees to· ~~dissolve~~adoption ~~Ga-Du Corporation; on April 3, 2025, a Certificate~~ of ~~Dissolution/Withdrawal~~corporate ~~was~~governance ~~filed~~policies ~~with~~· ~~the~~appointment ~~state~~ of ~~Nevada,~~key officers and ~~Ga-Du Corporation was dissolved.~~advisors

The Company ~~has~~also ~~evaluated~~committed ~~subsequent~~to ~~events~~allocate ~~from~~a ~~the~~portion ~~balance~~of ~~sheet~~future ~~date~~capital ~~through~~raised ~~the~~toward ~~date that~~ the ~~financial~~implementation ~~statements~~and ~~were~~maintenance ~~issued~~of ~~and~~these ~~determined~~governance ~~that~~reforms. ~~there~~These commitments are nocontingent ~~additional~~upon ~~subsequent~~the ~~events~~Company’s ability to ~~disclose~~generate sufficient financial resources.

~~F-20~~(d) ~~Table~~Advisory ofAgreement ~~Contents~~– A. Carl Mudd

2The Company entered into a Board Advisory Agreement with A. ~~Financial~~Carl ~~Statement~~Mudd, ~~Schedules~~pursuant to which Mr. Mudd serves as Chairman of the Board and Ombudsman. As compensation, Mr. Mudd is entitled to a monthly advisory fee of $10,000, which has been accrued due to the Company’s limited liquidity. As of January 31, 2025, accrued and unpaid fees totaled $490,000. On January 31, 2026, the Company settled $610,000 of accrued fees through the issuance of 871,429 shares of common stock at a stated price of $0.70 per share. For accounting purposes, the transaction was measured based on the estimated fair value of the Company’s common stock of approximately $0.265 per share at the date of issuance, resulting in the recognition of a gain on settlement of approximately $379,179. The settlement of this obligation is already included in the amounts disclosed in Note 5 – Accounts Payable and Accrued Liabilities and is not an additional gain on settlement herein.

~~All~~As ~~schedules~~of ~~are~~January ~~omitted~~31, ~~because~~2026, ~~they~~no ~~are~~amounts ~~not~~remain ~~applicable~~outstanding orunder ~~not~~this ~~required or because the required information is included in the Financial Statements or the Notes thereto~~arrangement.

3.F-16 ~~Exhibits.~~Table of Contents

~~The~~ECO ~~following~~SCIENCE ~~exhibits are filed as part of~~SOLUTIONS, ~~or incorporated by reference into, this Annual Report on Form 10-K:~~INC.

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~ITEM~~NOTE 1611 – ~~FORM~~INCOME ~~10K SUMMARY~~TAXES

~~N/A~~The Company accounts for income taxes in accordance with ASC 740, Income Taxes.

35For ~~Table~~the years ended January 31, 2026 and 2025, the Company did not record a current or deferred income tax provision or benefit due to operating losses and the full valuation allowance recorded against its deferred tax assets. Deferred tax assets and liabilities are recognized for the future tax consequences of ~~Contents~~temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for net operating loss carryforwards.

~~SIGNATURES~~Significant components of the Company’s deferred tax assets consisted of the following:

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	January 31, 2026			January 31, 2025
Net operating loss carryforwards	$	69,445,000		$	68,000,000
Tax effected deferred tax assets		14,583,000			14,280,000
Valuation allowance		(14,583,000	)		(14,280,000	)
Deferred tax assets, net	$	–		$	–

	ECO SCIENCE SOLUTONS INC.
Date: May 15, 2025	By:	/s/ Michael Rountree
		Michael Rountree
		Chief Executive Officer and President

The Company assesses the likelihood that deferred tax assets will be realized. Based upon the Company’s history of losses since inception, management has determined that it is more likely than not that the deferred tax assets will not be realized, and accordingly, a full valuation allowance has been recorded as of January 31, 2026, and 2025.

~~Pursuant~~Net toOperating ~~the~~Loss ~~requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~Carryforwards

Signature	Title	Date
/s/ Michael Rountree	Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and President, Secretary and Treasurer (Principal Executive Officer and Principal Financial and Accounting Officer)	May 15, 2025
Michael Rountree
/s/ S. Randall Oveson	Director	May 15, 2025
S. Randall Oveson
/s/ A. Carl Mudd	Ombudsman, Director and Chairman of the Board	May 15, 2025
A Carl Mudd

As of January 31, 2026, the Company had approximately $69.4 million of federal net operating loss (“NOL”) carryforwards available to offset future taxable income (January 31, 2025 – $68.0 million).

36Approximately $43.5 million of these NOL carryforwards, if not utilized, will begin to expire in 2037 for federal tax purposes, while the remaining NOLs may be carried forward indefinitely.

Effective Tax Rate Reconciliation

A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows:

	2026			2025
U.S. federal statutory rate		21.0	%		21.0	%
State income taxes, net of federal benefit (Nevada)		0.0	%		0.0	%
Change in valuation allowance		(21.0	)%		(21.0	)%
Effective tax rate		0.0	%		0.0	%

The Company is incorporated and operates in the State of Nevada, which does not impose a state-level corporate income tax. Accordingly, no state income tax provision has been recognized for the periods presented.

Pursuant to Section 382 of the Internal Revenue Code, the Company’s ability to utilize its net operating loss carryforwards (“NOLs”) may be substantially limited if the Company experiences an ownership change. Generally, an ownership change occurs when ownership of the Company’s stock changes by more than 50 percentage points among certain stockholders over a rolling three-year period.

During the year ended January 31, 2026, the Company completed significant debt settlement and equity issuance transactions involving the issuance of a substantial number of shares of common stock. These transactions may constitute, individually or in the aggregate, an ownership change for purposes of Section 382.

If an ownership change has occurred, utilization of the Company’s NOL carryforwards could be subject to an annual limitation determined by reference to the value of the Company’s stock immediately prior to the ownership change and the applicable long-term tax-exempt rate. Any unused annual limitation may generally be carried forward to future periods.

The Company has not completed a formal Section 382 study to determine whether an ownership change has occurred or the extent to which the Company’s NOL carryforwards may be limited. Accordingly, no adjustments have been made to reduce the Company’s deferred tax assets or NOL carryforwards for potential Section 382 limitations.

F-17

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ECO SCIENCE SOLUTIONS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Company applies the provisions of ASC 740-10 related to uncertain tax positions. The Company recognizes the effect of uncertain tax positions when it is more likely than not that the position will be sustained upon examination by taxing authorities.

As of January 31, 2026 and 2025, the Company has not recognized any liability for unrecognized tax benefits and does not believe there are any uncertain tax positions that require recognition. The Company’s policy is to recognize interest related to unrecognized tax benefits in interest expense and penalties in operating expenses.

The Company files income tax returns in the jurisdictions in which it operates and is subject to examination by federal and state taxing authorities.

As of January 31, 2026, there are no ongoing income tax examinations. However, tax years remain open to examination to the extent that net operating loss carryforwards are utilized in future periods.

NOTE 12 – SUBSEQUENT EVENTS

See Note 1 regarding the Company’s May 4, 2026 reverse stock split.

The Company has evaluated subsequent events from January 31, 2026 through the date these financial statements were issued and has determined that, other than the matter described above, there are no additional subsequent events requiring disclosure.

F-18

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2. Financial Statement Schedules

All schedules are omitted because they are not applicable or not required, or because the required information is included in the consolidated financial statements or the notes thereto.

3. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K:

Exhibit Number	Exhibit Description	Filed Previously / IBR	Filed Herewith
3.1	Articles of Incorporation of Pristine Solutions Inc. (incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on May 4, 2010).	*
3.2	Certificate of Amendment filed with the Nevada Secretary of State on January 29, 2010 (incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on May 4, 2010).	*
3.3	Bylaws of Pristine Solutions Inc. (incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on May 4, 2010).	*
3.4	Amended Articles of Incorporation / Certificate of Amendment filed with the Nevada Secretary of State on March 7, 2012 (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended January 31, 2012 filed April 30, 2012).	*
3.5	Articles of Exchange filed with the Nevada Secretary of State on October 31, 2012 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed November 13, 2012).	*
3.6	Certificate to accompany Restated Articles or Amended and Restated Articles (incorporated by reference to the Registrant’s Current Report on Form 8-K filed January 4, 2013).	*
3.7	Certificate of Amendment to Articles of Incorporation for Nevada Profit Corporations (incorporated by reference to the Registrant’s Current Report on Form 8-K filed February 18, 2014).	*
3.8	Designation of Series A Voting Preferred shares filed with the Nevada Secretary of State on January 12, 2016 (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed July 7, 2020).	*
3.9	Nevada Certificate of Change Pursuant to NRS 78.209 (1-for-25 reverse stock split, FINRA-effective May 4, 2026).		†
4.1	Description of Securities (updated to reflect the May 4, 2026 reverse stock split).		†
10.1	Consulting Agreement with Standard Consulting LLC (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended January 31, 2018 filed on November 19, 2018).	*
10.2	Trademark Licensing Agreement between the Company and Haiku Holdings LLC (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed June 28, 2019).	*
10.3	Board Advisory Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed December 29, 2020).	*
10.4	Executive Employment Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed February 4, 2021).	*
10.5	Indemnification Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed February 4, 2021).	*
10.6	Debt Settlement and Share Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed February 4, 2021).	*
10.7	Asset Purchase Agreement between Eco Science Solutions and Haiku Holdings, LLC (incorporated by reference to the Registrant’s Current Report on Form 8-K filed February 4, 2021).	*
10.8	Addendum to Executive Employment Agreement (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed September 8, 2022).	*
10.9	Software Acquisition Agreement between the Company and eXPO Financial Services LLC dated April 5, 2023 (incorporated by reference to the Registrant’s Registration Statement on Form 10 filed August 17, 2023).	*
10.10	Note Assignment and Purchase Agreement (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the nine months ended October 31, 2017 filed on December 20, 2017).	*
10.11	Form of Promissory Note — Rountree (incorporated by reference to the Registrant’s Form 10-12G/A filed on October 5, 2023).	*
10.12	Employment Services Agreement with Jeffery Taylor dated December 21, 2015 (incorporated by reference to the Registrant’s Form 10-12G/A filed on October 5, 2023).	*
10.13	Employment Services Agreement with Don L. Taylor dated December 21, 2015 (incorporated by reference to the Registrant’s Form 10-12G/A filed on October 5, 2023).	*

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14.1	Code of Ethics		†
19	Insider Trading Policy of Eco Science Solutions, Inc.		†
31.1	Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer.		†
32.1	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer.		†
99.1	Notice of Pendency and Proposed Settlement of Stockholder Derivative Action (incorporated by reference to the Registrant’s Current Report on Form 8-K filed October 10, 2020).	*
99.2	Stipulation of Settlement, dated September 21, 2020 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed October 10, 2020).	*
99.3	December 28, 2020 Press Release regarding Mr. Mudd’s agreement to serve as Chairman of the Board and Ombudsman (incorporated by reference to the Registrant’s Current Report on Form 8-K filed December 29, 2020).	*
101.INS	Inline XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.		†
101.SCH	Inline XBRL Taxonomy Extension Schema Document.		†
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.		†
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.		†
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.		†
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.		†
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).		†

* Filed previously / incorporated by reference.

† Filed herewith.

ITEM 16. FORM 10-K SUMMARY

Not applicable.

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SIGNATURES

ECO SCIENCE SOLUTIONS, INC.

Date: June 9, 2026

By:	/s/ Michael D. Rountree
	Michael D. Rountree
	Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President, Secretary and Treasurer
	(Principal Executive Officer and Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Michael D. Rountree	Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President, Secretary and Treasurer (Principal Executive Officer and Principal Financial and Accounting Officer)	June 9, 2026
Michael D. Rountree

/s/ A. Carl Mudd	Ombudsman, Director and Chairman of the Board	June 9, 2026
A. Carl Mudd

/s/ S. Randall Oveson	Director	June 9, 2026
S. Randall Oveson

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