Eco Science Solutions, Inc 10-Q for FY2027 Q1
Eco Science Solutions, Inc. (ESSI)
About this 10-Q
Eco Science Solutions, Inc filed this 10-Q on June 23, 2026, covering the quarter ended April 30, 2026 (FY2027 Q1).
Headline figures
Quarter ended April 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $253
- compared with $0 a year earlier
- Net loss
- $242.78K
- compared with a net loss of $273.42K a year earlier
- Diluted EPS
- -$0.01
- compared with -$0.13 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
For the transition period from __________ to __________
(Commission File Number)
(Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation or organization) / (I.R.S. Employer Identification No.)
(Address of principal executive offices) (Zip Code)
(
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
None | N/A | N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 | ☐ |
☒ | 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 7(a)(2)(B) of the Securities Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of June 19, 2026, there were
ECO SCIENCE SOLUTIONS, INC.
TABLE OF CONTENTS
| Page no. | |||
|
|
|
|
|
| 3 |
| ||
Management's Discussion and Analysis of Financial Condition and Results of Operations |
| 4 |
| |
| 8 |
| ||
| 8 |
| ||
|
|
|
| |
|
|
| ||
| 9 |
| ||
| 10 |
| ||
| 11 |
| ||
| 11 |
| ||
| 11 |
| ||
| 11 |
| ||
| 11 |
| ||
|
| 12 |
| |
| 2 |
| Table of Contents |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
| Page |
|
|
|
|
|
| F-1 |
| |
|
|
|
|
| F-2 |
| |
|
|
|
|
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) |
| F-3 |
|
|
|
|
|
| F-4 |
| |
|
|
|
|
Notes to Unaudited Condensed Consolidated Financial Statements |
| F-5 |
|
| 3 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
|
| April 30, 2026 |
|
| January 31, 2026 |
| ||
|
| (Unaudited) |
|
|
|
| ||
ASSETS |
|
|
|
|
|
| ||
Current assets |
|
|
|
|
|
| ||
Cash |
| $ |
|
| $ |
| ||
Prepaid expenses |
|
|
|
|
|
| ||
Total current assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Intangible asset, net |
|
|
|
|
|
| ||
TOTAL ASSETS |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
| $ |
|
| $ |
| ||
Related party payable |
|
|
|
|
|
| ||
Customer deposits |
|
|
|
|
|
| ||
Notes payable |
|
|
|
|
|
| ||
Total current liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Stockholders’ deficit |
|
|
|
|
|
|
|
|
Preferred stock, $ |
|
|
|
|
|
| ||
Common stock, $ |
|
|
|
|
|
| ||
Treasury stock ( |
|
| ( | ) |
|
| ( | ) |
Additional paid in capital |
|
|
|
|
|
| ||
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
Total stockholders’ deficit |
|
| ( | ) |
|
| ( | ) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-1 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
| For the Three Months ended April 30, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
| ||
Net revenue |
| $ |
|
| $ |
| ||
Total revenue |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
Amortization |
|
|
|
|
|
| ||
Legal, accounting and audit fees |
|
|
|
|
|
| ||
Management and consulting fees |
|
|
|
|
|
| ||
Research, development, and promotion |
|
|
|
|
|
| ||
Office supplies and other general expense |
|
|
|
|
|
| ||
Total operating expenses |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net operating loss |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Other income (expenses) |
|
|
|
|
|
|
|
|
Interest expense |
|
| ( | ) |
|
| ( | ) |
Interest expense, related parties |
|
|
|
|
| ( | ) | |
Total other income (expenses) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net income (loss) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Net loss per common share - basic and diluted |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding - basic and diluted |
|
|
|
|
|
| ||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-2 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(Unaudited)
|
| Preferred Stock |
|
| Common Stock |
|
| Treasury Stock |
|
| Additional Paid-in |
|
| Accumulated |
|
| Total Stockholders’ |
| ||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Deficit |
| |||||||||
Balance, January 31, 2026 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
| ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
Balance, April 30, 2026 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
| ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||||
|
| Preferred Stock |
|
| Common Stock |
|
| Treasury Stock |
|
| Additional Paid-in |
|
| Accumulated |
|
| Total Stockholders’ |
| ||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Deficit |
| |||||||||
Balance, January 31, 2025 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
| ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
Balance, April 30, 2025 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
| ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-3 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
| For the Three Months ended April 30, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Cash flows from operating activities: |
|
|
|
|
|
| ||
Net income (loss) |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Amortization |
|
|
|
|
|
| ||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Prepaid expenses |
|
|
|
|
|
| ||
Customer deposits |
|
|
|
|
|
| ||
Increase in accounts payable and accrued expenses |
|
|
|
|
|
| ||
Increase in related party payables |
|
|
|
|
|
| ||
Net cash used in operating activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
Purchase of software |
|
|
|
|
|
| ||
Net cash used in investing activities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Advances from related party loans |
|
|
|
|
|
| ||
Net cash provided by financing activities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
|
| ( | ) |
|
| ( | ) |
Cash-beginning of year |
|
|
|
|
|
| ||
Cash-end of year |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES |
|
|
|
|
|
|
|
|
Interest paid |
| $ |
|
| $ |
| ||
Income taxes paid |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-4 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS
Organization and nature of business
Eco Science Solutions, Inc. (the “Company”) was incorporated in the State of Nevada on December 8, 2009, under the name Pristine Solutions, Inc. On January 8, 2014, the Company changed its name to Eco Science Solutions, Inc.
On June 21, 2017, the Company acquired
On January 28, 2021, the 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.
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 $
On April 2, 2025, the Company’s Secretary resigned and a successor was appointed. Concurrently, the Board of 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.
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 extinguished through the issuance of common stock. These transactions resulted in a significant increase in issued and outstanding shares and a corresponding reduction in liabilities, and gave rise to the recognition of a material gain on debt settlement in the consolidated statements of operations for the year ended January 31, 2026.
On March 9, 2026, the Board of Directors and stockholders holding a majority of the Company’s voting power approved a
Pursuant to the reverse stock split, every twenty-five issued and outstanding shares of common stock were automatically combined into one issued and outstanding share of common stock. Fractional shares resulting from the reverse stock split were rounded in accordance with the terms of the corporate action. The reverse stock split did not affect the number of authorized shares of common stock or the par value per share.
In accordance with ASC 260, Earnings Per Share, all share and per-share amounts presented in the accompanying consolidated financial statements, including shares issued and outstanding, earnings (loss) per share, weighted average shares outstanding, exercise prices, conversion prices, and all other per-share data for all periods presented, have been retroactively adjusted to reflect the reverse stock split, unless otherwise indicated.
Going Concern
The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has not generated significant revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit of $
| F-5 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. The accounting policies conform to U.S. GAAP. There have been no material changes in the Company’s significant accounting policies since the last annual report as filed on Form 10-K.
Basis of Presentation Unaudited Interim Financial Information
The accompanying interim condensed consolidated financial statements are unaudited and include the accounts of 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. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all the normal recurring adjustments necessary to present fairly the financial position and results of operations as of and for the periods presented. The interim results are not necessarily indicative of the results expected for the full year or any future period.
Certain information and footnote disclosures normally included in the condensed consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company believes that the disclosures are adequate to make the interim information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Report on Form 10-K filed on June 9, 2026, for the years ended January 31, 2026 and 2025.
Use of Estimates
The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Property and Equipment
Property and equipment are recorded at cost. Depreciation and amortization on property and equipment are determined using the straight-line method over the three to five year estimated useful lives of the assets.
Technology, Licensing Rights and Software (Intangible Assets)
Technology, licensing rights, and software are recorded at cost and capitalized. These assets are evaluated for impairment at least annually, or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable.
During the year ended January 31, 2024, the Company acquired certain commercial software (see Note 3) for a purchase price of $
No impairment expense was recognized for the periods ending April 30, 2026.
The Company amortizes the software over an estimated useful life of three years on a straight-line basis starting on March 1, 2026, the date the asset was placed into service.
Advertising and Marketing Costs
Advertising and marketing costs are expensed as incurred and were $
| F-6 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue Recognition
Transaction and Processing Revenue (Net)
The Company provides transaction processing and settlement enablement modules to merchants. The Company evaluates its revenue arrangements under ASC 606 to determine it acts as an agent. Because the underlying payment processing, clearing, and settlement services are controlled by third-party sponsor banks and card networks prior to delivery to the merchant, and because the Company does not assume primary inventory or fulfillment risk for the transaction transmission, the Company concludes it acts as an agent.
Accordingly, revenues from transaction processing are recorded net of interchange fees, assessment fees, and bank processing costs remitted directly to financial institutions. Revenue is recognized at the point in time the transaction is successfully authorized and executed.
Segment Reporting
Operating segments are comprised of the components of an entity in which separate information is available for evaluation by the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources in evaluating performance. The Company consists of a single reporting segment providing clients a cloud-based ERP platform (“Herbo”) and a financial services platform (“Herbo Pay”) to support the unique end-to-end business requirements of regulated, cash-intensive industries. While the Company operates both Herbo and Herbo Pay, these offerings are considered sufficiently similar to representing one operating segment.
The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The accounting policies for our software platforms will include revenue recognition applicable to software-as-a-service including monthly installments for licenses to our platforms over specific periods of time. During the three months ended April 30, 2026, the Company commenced limited revenue-generating activities through its HerboPay platform and recognized net revenue of $
The CODM will review performance upon commencement of sales based on gross profit, operating profit, and net earnings. Operating profit is reviewed to monitor the operating and administrative expenses of the Company. Profitability is important to the Company’s ability to grow and expand operations and strategic initiatives. The Company does not have any operations or sources of revenue outside of the United States. The Company does not presently have any customer representing more than 10% of total revenues for any period presented. Accordingly, 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 expenses or asset information that are supplemental to those disclosed in these consolidated financial statements that are regularly provided to the CODM. The measure of segment profit or loss used by the CODM is consolidated net loss as reported in the condensed consolidated statements of operations. Significant segment expenses regularly provided to the CODM for the three months ended April 30, 2026 and 2025 consisted of management and consulting fees of $
Stock-Based Compensation
The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
| F-7 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Convertible Instruments and Debt Settlements
The Company accounts for convertible debt instruments in accordance with ASC 470, Debt, as amended by ASU 2020-06, and evaluates embedded conversion features under ASC 815, Derivatives and Hedging, to determine whether such features require bifurcation and separate accounting as derivative liabilities.
For convertible instruments that may be settled in a variable number of shares, the Company evaluates whether the arrangement results in derivative liability classification or should be accounted for as a conventional debt instrument. To the extent such features do not require derivative accounting, any associated debt discount is recorded and amortized over the term of the instrument using the effective interest method.
The Company accounts 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.
When debt is settled through the issuance of common stock, the transaction is measured based on the fair value of the equity instruments issued on the date of settlement, as determined in accordance with ASC 820, Fair Value Measurement. If the fair value of the equity instruments issued is not reliably measurable, the transaction is measured based on the carrying amount of the debt extinguished.
Fair Value Measurements
The Company measures certain financial 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.
The Company applies fair value principles in connection with equity instruments issued in non-cash transactions, including debt settlement transactions.
Leases
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.
As of April 30, 2026, the Company did not have any material lease arrangements.
Basic and Diluted Net Income (Loss) Per Share
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.
All share and per-share amounts presented in the accompanying consolidated financial statements have been retroactively adjusted to reflect the Company’s 1-for-25 reverse stock split effective May 4, 2026.
| F-8 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income Taxes
The Company follows ASC 740 – Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Recently Adopted Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (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.
In December 2023, 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.
In July 2025, the FASB 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.
The 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.
Recently Issued Accounting Pronouncements Pending Adoption
In November 2024, the 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 beginning after December 15, 2026, and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
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.
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.
| F-9 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 – INTANGIBLE ASSETS
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 $
The 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.
As of April 30, 2026 and January 31, 2026, no impairment has been identified.
The Company amortizes the software over an estimated useful life of
The Company’s intangible assets consisted of the following as of April 30, 2026 and January 31, 2026:
|
| April 30, 2026 |
|
| January 31, 2026 |
| ||
eXPO |
| $ |
|
| $ |
| ||
Less accumulated amortization |
|
| ( | ) |
|
|
| |
Intangibles net |
| $ |
|
| $ |
| ||
NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities consisted of the following:
|
| April 30, 2026 |
|
| January 31, 2026 |
| ||
Accounts payable |
| $ |
|
| $ |
| ||
Interest payable |
|
|
|
|
|
| ||
Accrued other expenses |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
Included within interest payable at April 30, 2026 and January 31, 2026 is accrued default interest associated with a note payable to Robbins LLP.
NOTE 5 – NOTES PAYABLE
Notes payable consisted of the following:
|
| April 30, 2026 |
|
| January 31, 2026 |
| ||
Note incurred fiscal year 2021, due in 3 years from issuance date |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
Interest expense related to the Company's notes payable was $
As of April 30, 2026, and January 31, 2026, the remaining notes payable balance of $
As of April 30, 2026, the note has matured, remains unpaid, and is in default. The Company continues to accrue interest on the outstanding principal balance, including default interest, in accordance with the contractual terms of the promissory note.
| F-10 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 – CONVERTIBLE NOTE PAYABLE
During October 2017, the Company issued a convertible promissory note with an original principal balance of $
The note bears interest at a rate of
In accordance with ASC 470, Debt, the Company recognized a debt discount associated with the conversion feature of $
Interest expense related to the Company's convertible promissory note was $
NOTE 7 – RELATED PARTY TRANSACTIONS
The Company accounts for related party transactions in accordance with ASC 850, Related Party Disclosures.
Related Party Balances
As of April 30, 2026, and January 31, 2026, amounts due to related parties and former related parties were as follows:
|
| April 30, 2026 |
|
| January 31, 2026 |
| ||
Related party payables |
| $ |
|
| $ |
| ||
Notes payable |
|
|
|
|
|
| ||
Total related party balances |
| $ |
|
| $ |
| ||
Executive Compensation and Advances – Michael Rountree
The 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 the agreement, Mr. Rountree is entitled to an annual base salary of $
The Company recorded compensation expense of $
In addition, Mr. Rountree advanced funds to the Company to support operating activities. As of April 30, 2026, outstanding advances totaled $
Notes Payable – Rountree Consulting
The Company has historically received funding from Rountree Consulting, Inc., a company controlled by Michael Rountree, in the form of promissory notes issued over multiple periods. These notes bear interest at a rate of
Interest expense related to the Rountree notes payable was $
| F-11 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 – RELATED PARTY TRANSACTIONS (continued)
Other
The Company had outstanding obligations to former directors and related parties arising primarily from notes. During the year ended January 31, 2026, these balances were settled through the issuance of common stock. Interest expense related to former directors and related parties’ notes payable was $
On January 28, 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.
NOTE 8 – CAPITAL STOCK
Common Stock
Effective May 4, 2026, the Company effected a 1-for-25 reverse stock split of its issued and outstanding common stock. All share and per-share amounts presented in these consolidated financial statements have been retroactively adjusted to reflect the reverse stock split for all periods presented, unless otherwise indicated.
The Company is authorized to issue
No shares of common stock were issued during the three months ended April 30, 2026 and 2025.
As of April 30, 2026 and January 31, 2026, the Company had
Preferred Stock
The Company is authorized to issue
Series A Voting Preferred Stock
On January 11, 2016, the Company’s Board of Directors authorized the creation of
Each share of Series A Voting Preferred Stock entitles the holder to voting rights equal to ten times the aggregate voting power of all shares of common stock and other voting securities outstanding at the time of each vote. The Series A Voting Preferred Stock is not convertible into common stock.
As of April 30, 2026 and January 31, 2026, no shares of Series A Voting Preferred Stock were issued or outstanding.
NOTE 9 – COMMITMENTS AND CONTINGENCIES
(a) Lease Obligation
The Company previously entered into a sublease agreement for office space commencing August 1, 2017. The Company ceased use of the premises during 2018 and the arrangement was effectively terminated.
As of April 30, 2026 and January 31, 2026, an outstanding balance of approximately $
| F-12 |
| Table of Contents |
ECO SCIENCE SOLUTIONS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 – COMMITMENTS AND CONTINGENCIES (continued)
(b) Legal Settlement and Governance Commitments
Pursuant to an Order and Final Judgment issued by the United States District Court for the District of Hawaii on December 3, 2020 in connection with In re Eco Science Solutions, Inc. Shareholder Derivative Litigation, the Company agreed to implement certain governance reforms and undertake related actions.
These commitments include, among other items:
| · | appointment of independent directors | |
· | establishment of governance and audit committees | |
· | adoption of corporate governance policies | |
· | appointment of key officers and advisors |
The Company also committed to allocate a portion of future capital raised toward the implementation and maintenance of these governance reforms. These commitments are contingent upon the Company’s ability to generate sufficient financial resources.
(c) Advisory Agreement – A. Carl Mudd
The Company entered into a Board Advisory Agreement with A. Carl Mudd, pursuant to which Mr. Mudd serves as Chairman of the Board and Ombudsman. Pursuant to the agreement, Mr. Mudd receives a monthly advisory fee of $
For the three months ended April 30, 2026, and 2025, the Company recognized advisory fee expenses of $
NOTE 10 – CUSTOMER DEPOSITS
The Company commenced revenue-generating operations through its HerboPay application during the three months ended April 30, 2026. HerboPay enables customers to access and utilize various products, services, and applications available through the platform. Customers may pre-fund their accounts by depositing funds into the HerboPay platform. In exchange, customers receive digital token balances that may be redeemed for future transactions, services, and other permitted activities within the HerboPay ecosystem. Such deposits do not represent earned revenue at the time funds are received, as the Company has not yet satisfied the related performance obligations associated with the future use of the deposited funds. Amounts received from customers that remain unused are recorded as customer deposits, a current liability, until the related services are provided, the token balances are redeemed, or the underlying obligation is otherwise extinguished. Revenue is recognized when the applicable performance obligations are satisfied in accordance with the Company's revenue recognition policy. As of April 30, 2026, customer deposits totaled $
NOTE 11 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events from April 30, 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-13 |
| Table of Contents |
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
This quarterly report contains forward-looking statements. These statements relate to future events or the Company's future financial performance. In some cases, forward-looking statements can be identified by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause the Company's or its industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
The Company's unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with the Company's financial statements and the related notes that appear elsewhere in this quarterly report.
As used in this quarterly report, the terms “we”, “us”, “our” and “ESSI” mean Eco Science Solutions, Inc. unless otherwise indicated. “Ga-Du” refers to our previously wholly owned subsidiary Ga-Du Corporation.
Description of Business
The Company was incorporated in the State of Nevada on December 8, 2009, under the name Pristine Solutions, Inc. On February 14, 2014, the Company changed its name to Eco Science Solutions, Inc. (the “Company” or “Eco Science”). The Company's principal executive office is located at 300 S. El Camino Real #206, San Clemente, CA 92672. The Company's telephone number is 833-GoHerbo (833-464-3726). The Company's website is www.useherbo.com.
Eco Science Solutions, Inc. is focused on the development and commercialization of enterprise software and financial technology solutions designed to support businesses operating in regulated, compliance-intensive and operationally complex industries. The Company's principal platforms are “Herbo,” a cloud-based enterprise resource planning (“ERP”) and accounting platform, and “Herbo Pay,” an integrated financial services and payment platform that operates in connection with the Herbo ERP. Together, these platforms provide accounting, inventory management, compliance support, reporting, customer relationship management, and payment workflows, with enhanced tracking and traceability intended to support the requirements of regulated, cash-intensive industries such as cannabis and CBD, as well as other regulated or operationally complex industries. The Company also holds the “eXPO” (electronic eXchange portal) software platform, which it acquired in April 2023.
Eco Science Solutions, Inc. is not in the business of growing, manufacturing, or distributing cannabis.
On October 6, 2022, the Company's registration and trading symbol were revoked. On December 6, 2024, the OTC Markets began quotation of the Company's shares under the trading symbol “ESSI.” On February 7, 2025, FINRA completed processing of the Company's Form 211, and brokers were able to resume publication of competing quotes and provide continuous market making.
During the three months ended April 30, 2026, the Company commenced limited revenue-generating operations through its Herbo Pay platform and recorded net revenue of $253. The Company remains in an early commercialization stage and continues to seek additional users of its software platforms.
Subsequent to the period end, effective May 4, 2026, the Company completed a 1-for-25 reverse stock split of its issued and outstanding common stock. All share and per-share amounts in this quarterly report have been retroactively adjusted to reflect the reverse stock split for all periods presented.
| 4 |
| Table of Contents |
Results of Operations
Three months ended April 30, 2026 and 2025
|
| For the Three Months Ended April 30, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Net revenue |
| $ | 253 |
|
| $ | — |
|
Operating expenses |
|
|
|
|
|
|
|
|
Amortization |
|
| 5,556 |
|
|
| — |
|
Legal, accounting and audit fees |
|
| 30,809 |
|
|
| 17,459 |
|
Management and consulting fees |
|
| 122,500 |
|
|
| 125,500 |
|
Research, development, and promotion |
|
| 62,033 |
|
|
| 98,717 |
|
Office supplies and other general expenses |
|
| 11,584 |
|
|
| 12,619 |
|
Total operating expenses |
|
| 232,482 |
|
|
| 254,295 |
|
Net operating loss |
|
| (232,229 | ) |
|
| (254,295 | ) |
Other income (expenses) |
|
|
|
|
|
|
|
|
Interest expense |
|
| (10,548 | ) |
|
| (9,488 | ) |
Interest expense, related parties |
|
| — |
|
|
| (9,638 | ) |
Total other income (expenses) |
|
| (10,548 | ) |
|
| (19,126 | ) |
Income tax expense |
|
| — |
|
|
| — |
|
Net loss |
| $ | (242,777 | ) |
| $ | (273,421 | ) |
During the three months ended April 30, 2026, the Company generated net revenue of $253, compared to $nil during the three months ended April 30, 2025. The revenue was generated through the Company's Herbo Pay platform, which commenced revenue-generating operations during the current quarter. Customer deposits reflected on the Company’s balance sheets represent prefunded balances held for future platform usage and do not represent earned revenue until the related services are provided.
During the three months ended April 30, 2026 and 2025, the Company incurred total operating expenses of $232,482 and $254,295, respectively, a decrease of $21,813. Management and consulting fees were $122,500 (2026) and $125,500 (2025). Research, development, and promotion expense decreased to $62,033 (2026) from $98,717 (2025), reflecting fewer hours allocated to the Company's software development in the current period. Legal, accounting and audit fees increased to $30,809 (2026) from $17,459 (2025) as a result of increased costs for audit, accounting and legal fees incurred in the period. Office supplies and other general expenses were $11,584 (2026), compared to $12,619 (2025). The Company also recorded amortization expense of $5,556 (2026) and $nil (2025) following the commencement of amortization of its eXPO software intangible asset on March 1, 2026.
The Company recorded total other expenses of $10,548 during the three months ended April 30, 2026, consisting of interest expense, compared to total other expenses of $19,126 during the three months ended April 30, 2025. The decrease reflects the extinguishment, during the year ended January 31, 2026, of substantially all of the Company's interest-bearing obligations other than the $350,000 promissory note, which remains outstanding and in default.
The net loss for the three months ended April 30, 2026 was $242,777, compared to a net loss of $273,421 for the three months ended April 30, 2025.
| 5 |
| Table of Contents |
Currently, a significant portion of the Company's total operating expenses are management and consulting fees and research and development costs incurred to bring the Company's software platforms to market, including programming of technology, build-out of customer infrastructure, development of training materials, generation of marketing materials, and efforts to present the Company's products before regulators in various jurisdictions.
Statements of Cash Flows for the Three Months ended April 30, 2026 and 2025
During the three months ended April 30, 2026, the Company used net cash in operating activities of $24,866, compared to $70,593 during the three months ended April 30, 2025. Net cash used in operating activities during the current period reflected the net loss of $242,777, adjusted for non-cash amortization of $5,556 and net increases in accounts payable and accrued expenses ($53,067), related party payables ($129,055), and customer deposits ($5,858), together with a decrease in prepaid expenses of $24,375.
The Company had no investing activities during either period.
The Company had no financing activities during the three months ended April 30, 2026, compared to $69,475 of net cash provided by financing activities during the three months ended April 30, 2025, which consisted of advances from related party loans.
As a result, cash decreased by $24,866 during the three months ended April 30, 2026 (2025 – a decrease of $1,118), and the Company had cash of $7,833 at April 30, 2026 (January 31, 2026 – $32,699).
Plan of Operation
The Company continues to develop and commercialize its Herbo ERP and Herbo Pay software platforms for use by businesses operating in regulated and operationally complex industries. During the three months ended April 30, 2026, the Company continued to incur costs to expand and develop its software suite and commenced limited revenue-generating operations. The Company's need for ongoing capital by way of loans, sales of equity and/or convertible notes is expected to continue during the current fiscal year until the Company is able to establish revenues from operations sufficient to cover its operational overhead. The Company has relied heavily on loans and advances from related parties in recent periods. There are no assurances additional capital will be available to the Company on acceptable terms, or at all.
Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, and contingent liabilities, which could materially adversely affect the Company's business, results of operations and financial condition. Any future funding might require the Company to obtain additional equity or debt financing, which might not be available on terms favorable to the Company, or at all, and such financing, if available, might be dilutive.
Going Concern
These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As of April 30, 2026, the Company had a working capital deficit of $1,406,185 and an accumulated deficit of $69,526,830. The continuation of the Company as a going concern is dependent upon the continued financial support from its 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.
The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
Liquidity and Capital Resources
As of April 30, 2026 and January 31, 2026, the Company had $7,833 and $32,699 in cash, respectively, and total current assets of $21,583 and $70,824, respectively. As of April 30, 2026 and January 31, 2026, the Company had an intangible asset, net, of $94,444 and $100,000, respectively, and total assets of $116,027 and $170,824, respectively. Total liabilities at April 30, 2026 and January 31, 2026 were $1,427,768 and $1,239,788, respectively. The Company has insufficient funds to meet its ongoing operations and has historically been funded through loans and advances from its sole officer, Mr. Michael Rountree.
The Company has limited financial resources available outside loans and advances from its officers and directors. There can be no guarantee the Company will continue to receive proceeds from loans, related party advances or other financing sufficient to meet its ongoing operational overhead as it continues to implement its business plan. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. Additional working capital may be sought through debt or equity private placements, notes payable to related parties or other available funding sources, or a combination of these. The ability to raise necessary financing will depend on many factors, including economic and market conditions prevailing at the time financing is sought. There is no guarantee the Company will be able to obtain financing if and when required.
| 6 |
| Table of Contents |
Future Financings
We anticipate continuing to rely on related party and third-party loans and equity sales of our common shares and/or shares for services rendered in order to continue to fund our business operations in the event of ongoing operational shortfalls. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our operations.
Contractual Obligations
As a “smaller reporting company,” the Company is not required to provide tabular disclosure of contractual obligations.
Off-Balance Sheet Arrangements
The Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Critical Accounting Policies
The preparation of the Company's unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. The Company believes that understanding the basis and nature of the estimates and assumptions involved with the following aspects of its financial statements is critical to an understanding of its financial statements.
Use of Estimates
The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. 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.
Intangible Assets
The Company's intangible asset consists of the eXPO software platform, which is recorded at cost and tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Amortization is recorded on a straight-line basis over the asset's estimated three-year useful life, commencing March 1, 2026, the date the asset was placed in service. No impairment was recognized during the three months ended April 30, 2026.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606. Transaction and processing revenue generated through the Herbo Pay platform is recognized on a net basis, as the Company acts as an agent in arranging payment processing services that are controlled by third-party sponsor banks and card networks. Revenue is recognized at the point in time a transaction is authorized and executed. Amounts received from customers in advance of the related services being provided are recorded as customer deposits, a current liability, until the related performance obligations are satisfied.
Going Concern
The preparation of the Company's financial statements requires management to assess the Company's ability to continue as a going concern within one year after the date the financial statements are issued. As described above and in Note 1 to the financial statements, substantial doubt exists regarding the Company's ability to continue as a going concern.
Recently Issued Accounting Pronouncements
During the periods presented, the Company adopted ASU 2023-07 (Segment Reporting), ASU 2023-09 (Income Taxes), ASU 2025-05 (Credit Losses), and ASU 2020-06 (Convertible Instruments), none of which had a material impact on its condensed consolidated financial statements. The Company is evaluating the impact of recently issued standards that are not yet effective, including ASU 2024-03 (Disaggregation of Income Statement Expenses), ASU 2025-06 (Internal-Use Software), and ASU 2025-11 (Interim Reporting). See Note 2 to the unaudited condensed consolidated financial statements for additional information.
| 7 |
| Table of Contents |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of April 30, 2026. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company's internal control over financial reporting that occurred during the three months ended April 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
| 8 |
| Table of Contents |
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On October 20, 2017, a purported shareholder of the Company, Mr. Ian Bell, filed a verified stockholder derivative complaint against the Individual Defendants in the United States District Court for the District of Hawaii (the “First Hawaii Complaint”). On January 11, 2018, a purported shareholder of the Company, Mr. Marc D'Annunzio, filed a verified stockholder derivative complaint against the Individual Defendants in the United States District Court for the District of Hawaii (the “Second Hawaii Complaint”). On February 9, 2018, the Hawaii federal court consolidated the First Hawaii Complaint and the Second Hawaii Complaint (the “Consolidated Hawaii Action”). On December 10, 2018, plaintiffs in the Consolidated Hawaii Action filed their amended complaint (the “Amended Hawaii Complaint”). The Company is identified as a nominal defendant, against which no claims are plead. The Amended Hawaii Complaint arises out of alleged materially false and misleading statements or omissions from SEC filings and/or public statements by or on behalf of the Company. The Amended Hawaii Complaint asserts claims on behalf of the Company for breach of fiduciary duty, aiding and abetting breaches of fiduciary duties, waste of corporate assets, and unjust enrichment against the Individual Defendants, and seeks damages, restitution and disgorgement, and an order directing the Company and all individual defendants to take all necessary actions to reform and improve the Company's corporate governance.
On September 21, 2020, the United States District Court for the District of Hawaii issued an order in the action captioned In re Eco Science Solutions, Inc. Shareholder Derivative Litigation, Lead Civil No. 1:17-cv-00530-LEW-WRP (D. Haw.), preliminarily approving a proposed settlement (the “Settlement”) as set forth in a Stipulation of Settlement dated September 21, 2020 (the “Stipulation”), by and among (i) plaintiffs Mr. Ian Bell and Mr. Marc D'Annunzio, individually and derivatively on behalf of Eco Science Solutions, Inc.; (ii) certain of the Company's current and former officers, directors and consultants; and (iii) the Company. Pursuant to the Court's Preliminary Approval Order, a hearing was held on November 17, 2020, and the Court approved the terms of the Settlement in an Order issued December 3, 2020, including the following:
(1) The resignation of Jeffery Taylor as Chairman of the Board, 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 return by certain shareholders of a cumulative total of 3,500,000 shares of the Company's common stock to treasury for cancellation: (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;
| 9 |
| Table of Contents |
(4) The issuance by the Company of 1,400,000 restricted common shares to the law firm of Robbins LLP as consideration for attorney fees;
(5) The entry by the Company into a Promissory Note with the law firm of Robbins LLP in the amount of Three Hundred Fifty Thousand Dollars ($350,000) with respect to legal fees incurred, bearing interest at a rate of six percent (6%) per annum calculated monthly, with all interest and principal due and payable no later than three (3) years from the date of final Settlement approval; and
(6) The immediate forgiveness and cancellation of 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.
Additionally, the Settlement called for 15% of the Company's revenue and/or any financing raised by the Company to be dedicated toward achieving the objectives, implementation and maintenance of the Governance Reforms.
All of the above-listed items in the Order issued by the Court have been implemented except setting aside 15% of the Company's revenue and/or financing, as the Company has not yet generated any revenue of substance, nor has it 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 foregoing, the following Governance Reforms were set forth:
1. The purchase of Directors' and Officers' Insurance;
2. Appointment of two new, independent Directors;
3. Creation of a board-level Governance Committee;
4. Adoption of Written Corporate Governance Guidelines and Code of Ethics;
5. Creation of an Audit Committee;
6. Enhanced Board Independence;
7. Termination of existing compensation plans;
8. Immediate cessation of current and future business dealings with third party stock promoters;
9. Maintenance of the Company's website;
10. Creation of an Investor Relations Officer;
11. Engagement of In-House and General Counsel;
12. Appointment of a Chief Accounting Officer;
13. Creation of a written Whistleblower Policy;
14. Adoption of a Clawback Policy;
15. Adoption of enhanced conflicts policies and practices;
16. Establishment of documentation of Policies and a Financial Reporting Checklist;
17. Annual assessment of the adequacy of the Company's internal controls;
18. Provision of continuing director education and employee compliance training; and
19. Establishment of board oversight of the Company's expenditures.
Each of the reforms is subject to the judgment of the Ombudsman, Mr. A Carl Mudd, and/or the reconstituted Board, and based on the availability of funding. 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 judgment, of Mr. Mudd. To date, certain of the reforms remain to be implemented, as the Company has not generated revenue of substance and currently has one employee. Of the foregoing reforms, one new independent Director has been appointed, an Audit Committee has been appointed consisting solely of Mr. Mudd, the existing compensation plans have been terminated, all dealings with third party stock promoters have ceased, the Company's website is being maintained, and counsel has been engaged. The remaining reforms will be implemented and adopted as funding becomes available and the Company begins generating revenue.
Other than as set out above, the Company knows of no material existing or pending legal proceedings against it, nor is the Company involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of its directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to the Company's interest.
ITEM 1A. RISK FACTORS
There have been no material changes from the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2026.
| 10 |
| Table of Contents |
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no sales of equity securities during the period covered by this Report which have not been previously disclosed on a Current Report on Form 8-K, Form 10-Q or Form 10-K.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibit Number |
| Exhibit Description |
(31) |
| Rule 13a-14(a)/15d-14(a) Certifications |
| ||
(32) |
| Section 1350 Certifications |
| ||
101 |
| The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2025, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations (iii) Condensed Consolidated Statements of Stockholders’ Equity (Deficit), (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags. |
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 |
101.CAL* |
| INLINE XBRL TAXONOMY EXTENSION CALCULATION LINKBASE |
101.DEF* |
| INLINE XBRL TAXONOMY EXTENSION DEFINITION LINKBASE |
101.LAB* |
| INLINE XBRL TAXONOMY EXTENSION LABEL LINKBASE |
101.PRE* |
| INLINE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE |
104* |
| COVER PAGE INTERACTIVE DATA FILE (FORMATTED AS INLINE XBRL AND CONTAINED IN EXHIBIT 101) |
*Filed herewith
| 11 |
| Table of Contents |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ECO SCIENCE SOLUTIONS, INC.
Date: June 23, 2026
/s/ Michael Rountree |
|
Michael Rountree |
|
CEO, CFO, COO, President, and Treasurer |
|
(Principal Executive Officer, Principal Financial and Accounting Officer) |
|
| 12 |
EXHIBIT 31
Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
I, Michael Rountree (Principal Executive Officer and Principal Financial and Accounting Officer), certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Eco Science Solutions, Inc.; |
|
|
|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
|
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
|
| 4. | As the registrant's certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and I have: |
|
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
|
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
|
| c) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
|
| d) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. |
| 5. | As the registrant's certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): |
|
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|
|
|
|
|
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: June 23, 2026
| By: /s/ Michael Rountree |
|
| Michael Rountree |
|
| Chief Executive Officer and Chief Financial Officer |
|
| (Principal Executive Officer and Principal Financial and Accounting Officer) |
|
EXHIBIT 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Michael Rountree, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) of Eco Science Solutions, Inc. (the “Company”), certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to his knowledge, the Company's Quarterly Report on Form 10-Q for the quarter ended April 30, 2026 (the “Report”):
| (1) | fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
|
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: June 23, 2026
| /s/ Michael Rountree |
|
| Michael Rountree |
|
| Chief Executive Officer and Chief Financial Officer |
|
| (Principal Executive Officer and Principal Financial and Accounting Officer) |
|