ESSI 10-K

Eco Science Solutions, Inc. (ESSI)

10-K 2026-06-09 For: 2026-01-31

View Original

Added on June 09, 2026

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

		PAGE NO
PART I

ITEM 1	BUSINESS	4
ITEM 1A	RISK FACTORS	9
ITEM 1B	UNRESOLVED STAFF COMMENTS	9
ITEM 1C	CYBERSECURITY	9
ITEM 2	PROPERTIES	10
ITEM 3	LEGAL PROCEEDINGS	10
ITEM 4	MINE SAFETY DISCLOSURES

PART II

ITEM 5	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	12
ITEM 6	RESERVED	12
ITEM 7	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
ITEM 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	18
ITEM 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	18
ITEM 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	19
ITEM 9A	CONTROLS AND PROCEDURES	19
ITEM 9B	OTHER INFORMATION	20
ITEM 9C	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	20

PART III

ITEM 10	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	21
ITEM 11	EXECUTIVE COMPENSATION	24
ITEM 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	26
ITEM 13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	27
ITEM 14	PRINCIPAL ACCOUNTANT FEES AND SERVICES	29

PART IV

ITEM 15	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	30
ITEM 16	FORM 10K SUMMARY	32
SIGNATURES		33

·	our ability to continue as a going concern;
·	our ability to obtain additional financing or raise capital;
·	our ability to satisfy existing liabilities and obligations;
·	our ability to execute our business strategy and commercialization efforts;
·	anticipated future operating results, revenues, margins, and profitability;
·	development and commercialization of our software platforms and technology assets;
·	future market acceptance of our products and services;
·	the impact of debt settlements, restructurings, and equity issuances;
·	the impact of the May 4, 2026 reverse stock split;
·	our ability to maintain effective internal control over financial reporting;
·	the impact of economic conditions, inflation, and capital market volatility;
·	our dependence on key personnel, consultants, and third-party service providers;
·	our ability to protect intellectual property and proprietary technology;
·	the impact of litigation, regulatory matters, and corporate governance obligations;
·	the continued quotation and liquidity of our common stock; and
·	dilution resulting from future issuances of equity securities.

·	Jeffery Taylor resigned as Chairman of the Board and Don Taylor resigned as Chief Financial Officer and director of the Company;
·	A. Carl Mudd was appointed to serve as Chairman of the Board and Ombudsman;
·	certain former shareholders returned an aggregate of 140,000 shares of common stock to treasury for cancellation, after giving effect to the Company’s May 4, 2026 1-for-25 reverse stock split;
·	the Company issued 56,000 restricted shares of common stock to Robbins LLP, after giving effect to the May 4, 2026 reverse stock split;
·	the Company entered into a promissory note payable to Robbins LLP in the principal amount of $350,000; and
·	debt totaling $1,500,000 owed to Phenix Ventures LLC was forgiven and cancelled.

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	)

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	)

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	)

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

·	expansion 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.

·	valuation of 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.

·	the Company has limited accounting personnel and does not maintain sufficient in-house resources with extensive technical accounting expertise relating to certain complex or non-routine transactions;
·	the Company does not maintain adequate segregation of duties consistent with control objectives due to limited personnel resources; and
·	the Company’s financial reporting and period-end close processes rely significantly on external accounting consultants and third-party service providers.

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

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

	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

	For the Year ended January 31,
	2026			2025

Revenue	$	-		$	-
Total revenue		-			-

Operating expenses:
Legal, accounting and audit fees		101,290			140,554
Management and consulting fees		502,000			503,281
Research, development, and promotion		307,867			331,578
Office supplies and other general expenses		47,195			49,726
Total operating expenses		958,352			1,025,139

Net operating loss		(958,352	)		(1,025,139	)

Other income (expenses)
Interest expense		(83,845	)		(39,016	)
Interest expense, related parties		(40,768	)		(37,533	)
Gain on debt forgiveness		343,833			-
Gain on debt settlement		10,181,351			-
Total other income (expenses)		10,400,571			(76,549	)

Income tax expense		-			-

Net income (loss)	$	9,442,219			(1,101,688	)

Net income (loss) per common share - basic and diluted	$	4.37			(0.51	)

Weighted average common shares outstanding - basic and diluted		2,158,359			2,158,359

	Preferred Stock				Common Stock				Treasury Stock						Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
Balance, January 31, 2024		-	$	-		2,158,359	$	216		(40,000	)	$	(7,500	)	$	62,171,284	$	(77,624,584	)	$	(15,460,584	)
Net loss		-		-		-		-		-			-			-		(1,101,688	)		(1,101,688	)
Balance, January 31, 2025		-	$	-		2,158,359	$	216		(40,000	)	$	(7,500	)	$	62,171,284	$	(78,726,272	)	$	(16,562,272	)
Stock issuance under debt settlement		-		-		22,834,297		2,283		-			-			6,048,806		-			6,051,089
Net income		-		-		-		-		-			-			-		9,442,219			9,442,219
Balance, January 31, 2026		-	$	-		24,992,656	$	2,499		(40,000	)	$	(7,500	)	$	68,220,090	$	(69,284,053	)	$	(1,068,964	)

	For the Year January 31,
	2026			2025
Cash flows from operating activities:
Net income (loss)	$	9,442,219		$	(1,101,688	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
(Gain) on debt settlement		(10,181,351	)		-
(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		$	-

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

	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

	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

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

	·	appointment of independent directors
	·	establishment of governance and audit committees
	·	adoption of corporate governance policies
	·	appointment of key officers and advisors

	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	$	–		$	–

	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	%

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).	*

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).		†

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)

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