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 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.

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 $100,000.

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 1-for-25 reverse stock split of the Company’s issued and outstanding common stock. Written consent was obtained from stockholders representing approximately 64.57% of the Company’s outstanding voting power. The reverse stock split became effective on May 4, 2026. The Company filed an Information Statement on Schedule 14C with the Securities and Exchange Commission to provide notice to stockholders and disclose the details of the reverse stock split.

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 consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit of $69,284,053 and working capital deficit of $1,124,029 as of January 31, 2026. The Company generated net income of $9,442,219 during the year ended January 31, 2026, primarily resulting from non-cash gains associated with debt settlement transactions. The Company has historically incurred operating losses and negative cash flows from operations and has limited cash resources available to fund operations.

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.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.