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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.

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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The following is a summary of the significant accounting policies applied in the preparation of the consolidated financial statements. These policies have been consistently applied to all periods presented unless otherwise noted. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Basis of Presentation The audited consolidated financial statements 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. These audited consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods presented. 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 related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced 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. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. During the year ended January 31, 2026, in connection with the dissolution of Ga-Du Corporation, liabilities totaling $975,000 were reclassified from accounts payable and related party payables to “liabilities held on divestiture” to reflect their disposition. These reclassifications had no impact on previously reported net income (loss). 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 4) for a purchase price of $100,000, which has been capitalized as an intangible asset. No impairment expense was recognized for the years ended January 31, 2026, and 2025. The Company expects to amortize the software over an estimated useful life of three years once the asset is placed into service. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and were $0 during each of the fiscal years ended January 31, 2026, and 2025. Revenue Recognition The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company identifies performance obligations within its contracts and recognizes revenue as those performance obligations are satisfied. For the years ended January 31, 2026 and 2025, the Company did not generate revenue. Cost of Revenue Cost of revenue consists of direct costs incurred to generate revenue and is recognized as incurred. Such costs primarily include fees associated with the operation and delivery of the Company’s Herbo enterprise software platform. For the years ended January 31, 2026 and 2025, the Company did not incur any cost of revenue, as no revenue was generated during the periods. To the extent revenue is generated through subsidiary operations, amounts recognized as revenue represent net proceeds after associated costs. 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 represent 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. The Company is not yet generating revenue from its primary operations. The CODM evaluates the performance of the single operating segment based on the Company’s net income (loss) as reported in the Statements of Operations and allocates resources based on ongoing software development budgets and expected marketing costs to engage consumers. The Company’s segment assets, including intangible assets, are reported on the Balance Sheets. 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 and currently has no revenues. Accordingly, the CODM considers operating expenses, and other income (expenses) of our single operating segment as reported on the statement of operations and considers our current and total assets as recorded on the balance sheet. There are no additional expense or asset information that are supplemental to those disclosed in these consolidated financial statements that are regularly provided to the CODM. 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. Convertible Instruments and Debt Settlements Obligations owing to related parties, including operating advances made by the Company’s Chief Executive Officer to fund operations with an expectation of repayment, are recorded as liabilities and are not treated as capital contributions. When such obligations are settled on terms identical to those extended to, and accepted by, unrelated creditors in the same transaction, the settlements are accounted for as extinguishments of debt under ASC 470-50, Debt—Modifications and Extinguishments, and any resulting gain is recognized in the statement of operations. No amount is credited to additional paid-in capital as a capital contribution unless the related party receives terms more favorable than those available to unrelated creditors. 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 carrying amounts of the Company’s financial instruments that are not required to be remeasured at fair value on a recurring basis—including cash, prepaid expenses, accounts payable and accrued liabilities, interest payable, and notes payable—approximate their fair values as of January 31, 2026 and 2025 due to the short-term nature of these instruments. 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 January 31, 2026 and 2025, 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. 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. Refer to Note 11 for additional information. 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.

The audited consolidated financial statements 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. These audited consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods presented.

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 related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced 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.

Certain prior period amounts have been reclassified to conform to the current period presentation. During the year ended January 31, 2026, in connection with the dissolution of Ga-Du Corporation, liabilities totaling $975,000 were reclassified from accounts payable and related party payables to “liabilities held on divestiture” to reflect their disposition. These reclassifications had no impact on previously reported net income (loss).

975000

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.

three five

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 4) for a purchase price of $100,000, which has been capitalized as an intangible asset.No impairment expense was recognized for the years ended January 31, 2026, and 2025. The Company expects to amortize the software over an estimated useful life of three years once the asset is placed into service.

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

The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company identifies performance obligations within its contracts and recognizes revenue as those performance obligations are satisfied. For the years ended January 31, 2026 and 2025, the Company did not generate revenue.

Cost of revenue consists of direct costs incurred to generate revenue and is recognized as incurred. Such costs primarily include fees associated with the operation and delivery of the Company’s Herbo enterprise software platform. For the years ended January 31, 2026 and 2025, the Company did not incur any cost of revenue, as no revenue was generated during the periods. To the extent revenue is generated through subsidiary operations, amounts recognized as revenue represent net proceeds after associated costs.

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 represent 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. The Company is not yet generating revenue from its primary operations. The CODM evaluates the performance of the single operating segment based on the Company’s net income (loss) as reported in the Statements of Operations and allocates resources based on ongoing software development budgets and expected marketing costs to engage consumers. The Company’s segment assets, including intangible assets, are reported on the Balance Sheets. 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 and currently has no revenues. Accordingly, the CODM considers operating expenses, and other income (expenses) of our single operating segment as reported on the statement of operations and considers our current and total assets as recorded on the balance sheet. There are no additional expense or asset information that are supplemental to those disclosed in these consolidated financial statements that are regularly provided to the CODM.

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.

Obligations owing to related parties, including operating advances made by the Company’s Chief Executive Officer to fund operations with an expectation of repayment, are recorded as liabilities and are not treated as capital contributions. When such obligations are settled on terms identical to those extended to, and accepted by, unrelated creditors in the same transaction, the settlements are accounted for as extinguishments of debt under ASC 470-50, Debt—Modifications and Extinguishments, and any resulting gain is recognized in the statement of operations. No amount is credited to additional paid-in capital as a capital contribution unless the related party receives terms more favorable than those available to unrelated creditors. 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.

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

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 January 31, 2026 and 2025, the Company did not have any material lease arrangements.

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.

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.

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. Refer to Note 11 for additional information. 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.

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. NOTE 3 – DIVESTITURE OF SUBSIDIARY On April 3, 2025, the Company’s wholly owned subsidiary, Ga-Du Corporation (“Ga-Du”), was dissolved following the filing of a Certificate of Dissolution with the State of Nevada. As a result of the dissolution, the Company assumed certain liabilities of Ga-Du totaling approximately $975,000, consisting of accounts payable and accrued compensation, including amounts due to former executives and consultants. These liabilities were presented as “liabilities held on divestiture” in prior periods. Included within the liabilities assumed were amounts owed to former and current related parties as follows: <table cellpadding="0" style="border-spacing:0;text-align:left;font:10pt times new roman;width:100%"><tbody><tr style="height:15px"><td style="width:4%;"> </td><td style="width:4%;vertical-align:top;">·</td><td style="vertical-align:top;">L. John Lewis (former officer of Ga-Du) – $240,000 (accrued compensation)</td></tr><tr style="height:15px"><td> </td><td style="vertical-align:top;">·</td><td style="vertical-align:top;">S. Randall Oveson (former officer of Ga-Du and current director of the Company) – $240,000 (accrued compensation)</td></tr><tr style="height:15px"><td> </td><td style="vertical-align:top;">·</td><td style="vertical-align:top;">Andy Tucker (deceased) – $240,000 (accrued compensation)</td></tr></tbody></table> During the year ended January 31, 2026, the Company settled a substantial portion of these liabilities through the issuance of common stock and through negotiated forgiveness arrangements. On January 31, 2026, the Company issued 1,050,000 shares of common stock in settlement of $735,000 of liabilities assumed from Ga-Du. The shares were issued at a stated price of $0.70 per share, with an estimated fair value of approximately $0.265 per share, resulting in total fair value consideration of approximately $278,250. Accordingly, the Company recognized a gain on settlement of approximately $456,750. In addition, during the year ended January 31, 2026, the Company recognized approximately $240,000 of gains related to the forgiveness of liabilities previously assumed from Ga-Du, primarily related to amounts owed to a former consultant. The Company accounted for these transactions in accordance with ASC 470-50, Debt—Modifications and Extinguishments, and ASC 820, Fair Value Measurement, recognizing gains based on the difference between the carrying value of the liabilities extinguished and the fair value of consideration transferred.

975000

240000

1050000

735000

0.70

0.265

278250

456750

240000

NOTE 4 – 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 $100,000, which was paid in full as of January 31, 2024. The acquired software platform was a complete product that was ready for its intended use upon acquisition. Software-related costs incurred during the fiscal year ended January 31, 2026 represented customizations that did not constitute significant modifications or enhancements to the platform’s functionality and were expensed as incurred. The Company did not capitalize any software development costs during the periods presented. 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 January 31, 2026 and 2025, no impairment has been identified. The Company expects to amortize the software over an estimated useful life of three years once the asset is placed into service. As of January 31, 2026, the software has not been placed into service and, accordingly, no amortization expense has been recognized.

100000

three years

NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consisted of the following: <table cellpadding="0" style="border-spacing:0;text-align:left;font:10pt times new roman;width:100%"><tbody><tr style="height:15px"><td> </td><td style="white-space: nowrap;"> </td><td class="hdcell" colspan="2" style="BORDER-BOTTOM: #000000 1px solid;width:9%;vertical-align:bottom;text-align:center;">January 31,2026</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td class="hdcell" colspan="2" style="BORDER-BOTTOM: #000000 1px solid;width:9%;vertical-align:bottom;text-align:center;">January 31,2025</td><td style="white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">Accounts payable</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">712,189</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">4,163,673</td><td style="width:1%;white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#ffffff"><td style="vertical-align:top;">Interest payable</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">153,099</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">218,064</td><td style="width:1%;white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">Accrued other expenses</td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 1px solid;width:1%;white-space: nowrap;"> </td><td class="ffcell" style="BORDER-BOTTOM: black 1px solid;width:9%;vertical-align:bottom;text-align:right;">24,500</td><td style="PADDING-BOTTOM: 1px;width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 1px solid;width:1%;white-space: nowrap;"> </td><td class="ffcell" style="BORDER-BOTTOM: black 1px solid;width:9%;vertical-align:bottom;text-align:right;">30,000</td><td style="PADDING-BOTTOM: 1px;width:1%;white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#ffffff"><td> </td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 3px double;width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="BORDER-BOTTOM: black 3px double;width:9%;vertical-align:bottom;text-align:right;">889,788</td><td style="PADDING-BOTTOM: 1px;width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 3px double;width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="BORDER-BOTTOM: black 3px double;width:9%;vertical-align:bottom;text-align:right;">4,411,737</td><td style="PADDING-BOTTOM: 1px;width:1%;white-space: nowrap;"> </td></tr></tbody></table> Included within interest payable at January 31, 2026 is accrued default interest associated with a note payable to Robbins LLP. During the year ended January 31, 2026, the Company settled a significant portion of outstanding accounts payable and accrued liabilities through the issuance of common stock. On January 31, 2026, the Company settled liabilities including accounts and interest payable totaling $3,926,533 through the issuance of 5,609,333 shares of common stock. The shares were issued at a stated price of $0.70 per share, with an estimated fair value of $0.265 per share, resulting in total consideration of $1,486,473. Accordingly, the Company recognized a gain on settlement of $2,440,060, representing the difference between the carrying value of the liabilities extinguished and the fair value of the equity instruments issued. In addition, for the fiscal year ended January 31, 2026, the Company recognized gains of $30,400 and $8,503 attributable to the forgiveness of certain accounts payable and accrued liabilities, and certain interest payable, respectively. These transactions were accounted for in accordance with ASC 470-50, Debt—Modifications and Extinguishments, and ASC 820, Fair Value Measurement.

712189

4163673

153099

218064

24500

30000

889788

4411737

3926533

5609333

0.70

0.265

1486473

2440060

30400

8503

NOTE 6 – NOTES PAYABLE Notes payable consisted of the following: <table cellpadding="0" style="border-spacing:0;text-align:left;font:10pt times new roman;width:100%"><tbody><tr style="height:15px"><td> </td><td style="white-space: nowrap;"> </td><td class="hdcell" colspan="2" style="BORDER-BOTTOM: #000000 1px solid;width:9%;vertical-align:bottom;text-align:center;">January 31,2026</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td class="hdcell" colspan="2" style="BORDER-BOTTOM: #000000 1px solid;width:9%;vertical-align:bottom;text-align:center;">January 31,2025</td><td style="white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">Notes 1 commencing fiscal year 2017, each due in three months from issuance date</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">-</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">14,930</td><td style="width:1%;white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#ffffff"><td style="vertical-align:top;">Note 2 commencing fiscal year 2017, due in three months from issuance date</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">-</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">50,000</td><td style="width:1%;white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">Notes 3 incurred fiscal year 2017, 2018 and 2019, each due twelve months from issuance date</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">-</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">2,225,500</td><td style="width:1%;white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#ffffff"><td style="vertical-align:top;">Notes 4 in fiscal year 2017, each due in nine months from issuance date</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">-</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">305,266</td><td style="width:1%;white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">Note 5 commencing fiscal year 2019, due in nine months from issuance date</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">-</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">14,422</td><td style="width:1%;white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#ffffff"><td style="vertical-align:top;">Note 6 incurred fiscal year 2021, due in 3 years from issuance date</td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 1px solid;width:1%;white-space: nowrap;"> </td><td class="ffcell" style="BORDER-BOTTOM: black 1px solid;width:9%;vertical-align:bottom;text-align:right;">350,000</td><td style="PADDING-BOTTOM: 1px;width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 1px solid;width:1%;white-space: nowrap;"> </td><td class="ffcell" style="BORDER-BOTTOM: black 1px solid;width:9%;vertical-align:bottom;text-align:right;">350,000</td><td style="PADDING-BOTTOM: 1px;width:1%;white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">Total</td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 3px double;width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="BORDER-BOTTOM: black 3px double;width:9%;vertical-align:bottom;text-align:right;">350,000</td><td style="PADDING-BOTTOM: 1px;width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 3px double;width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="BORDER-BOTTOM: black 3px double;width:9%;vertical-align:bottom;text-align:right;">2,960,118</td><td style="PADDING-BOTTOM: 1px;width:1%;white-space: nowrap;"> </td></tr></tbody></table> Interest expense related to notes payable, including default interest associated with Note 6, was $69,572 and $24,703 for the years ended January 31, 2026, and 2025, respectively. Debt Settlements During the year ended January 31, 2026, the Company settled a substantial portion of its outstanding notes payable through the issuance of common stock. On January 31, 2026, the Company settled Notes 3, 4 and 5 totaling $2,545,188 through the issuance of 3,635,983 shares of common stock. The shares were issued at a stated price of $0.70 per share and had an estimated fair value of $0.265 per share, resulting in aggregate consideration of $963,535. Accordingly, the Company recognized a gain on debt settlement of $1,581,653, representing the excess of the carrying value of the liabilities extinguished over the fair value of the equity instruments issued. Debt Forgiveness During the year ended January 31, 2026, the Company recognized a gain on debt extinguishment of $64,930 related to the forgiveness of Notes 1 and 2. Remaining Note Payable The remaining balance of $350,000 as of January 31, 2026, relates to a promissory note issued to Robbins LLP. On December 8, 2020, the Company entered into a promissory note in the principal amount of $350,000 with Robbins LLP pursuant to the Order and Judgment in connection with the settlement of a lawsuit entitled In re Eco Science Solutions, Inc. Shareholder Derivative Litigation, Lead Civil No. 1:17-cv-00530-LEW-WRP (D. Haw.). The note bears interest at a rate of 6% per annum and was originally due three years from the issuance date. As of January 31, 2026, the note has matured and remains unpaid and is in default. The Company continues to accrue interest on the outstanding balance, including default interest in accordance with the terms of the promissory note. Interest expense related to this note was $65,935 and $21,057 for the years ended January 31, 2026, and 2025, respectively. Accrued interest associated with this note totaled $153,099 and $87,164 as of January 31, 2026, and 2025, respectively.

<table cellpadding="0" style="border-spacing:0;text-align:left;font:10pt times new roman;width:100%"><tbody><tr style="height:15px"><td> </td><td style="white-space: nowrap;"> </td><td class="hdcell" colspan="2" style="BORDER-BOTTOM: #000000 1px solid;width:9%;vertical-align:bottom;text-align:center;">January 31,2026</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td class="hdcell" colspan="2" style="BORDER-BOTTOM: #000000 1px solid;width:9%;vertical-align:bottom;text-align:center;">January 31,2025</td><td style="white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">Notes 1 commencing fiscal year 2017, each due in three months from issuance date</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">-</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">14,930</td><td style="width:1%;white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#ffffff"><td style="vertical-align:top;">Note 2 commencing fiscal year 2017, due in three months from issuance date</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">-</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">50,000</td><td style="width:1%;white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">Notes 3 incurred fiscal year 2017, 2018 and 2019, each due twelve months from issuance date</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">-</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">2,225,500</td><td style="width:1%;white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#ffffff"><td style="vertical-align:top;">Notes 4 in fiscal year 2017, each due in nine months from issuance date</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">-</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">305,266</td><td style="width:1%;white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">Note 5 commencing fiscal year 2019, due in nine months from issuance date</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">-</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">14,422</td><td style="width:1%;white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#ffffff"><td style="vertical-align:top;">Note 6 incurred fiscal year 2021, due in 3 years from issuance date</td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 1px solid;width:1%;white-space: nowrap;"> </td><td class="ffcell" style="BORDER-BOTTOM: black 1px solid;width:9%;vertical-align:bottom;text-align:right;">350,000</td><td style="PADDING-BOTTOM: 1px;width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 1px solid;width:1%;white-space: nowrap;"> </td><td class="ffcell" style="BORDER-BOTTOM: black 1px solid;width:9%;vertical-align:bottom;text-align:right;">350,000</td><td style="PADDING-BOTTOM: 1px;width:1%;white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">Total</td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 3px double;width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="BORDER-BOTTOM: black 3px double;width:9%;vertical-align:bottom;text-align:right;">350,000</td><td style="PADDING-BOTTOM: 1px;width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 3px double;width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="BORDER-BOTTOM: black 3px double;width:9%;vertical-align:bottom;text-align:right;">2,960,118</td><td style="PADDING-BOTTOM: 1px;width:1%;white-space: nowrap;"> </td></tr></tbody></table>

14930

50000

2225500

305266

14422

350000

2960118

69572

24703

2545188

3635983

0.70

0.265

963535

1581653

64930

350000

0.06

65935

21057

153099

87164

NOTE 7 – CONVERTIBLE NOTE PAYABLE During October 2017, the Company issued a convertible promissory note with an original principal balance of $1,407,781. The note bears interest at a rate of 1% per annum and was payable upon maturity or conversion at the option of the holder. The note contained a conversion feature that allowed the holder to convert the outstanding balance, including accrued interest, into shares of the Company’s common stock at a discount to the market price of the Company’s common stock at the date of conversion. The Company evaluated the conversion feature in accordance with ASC 815, Derivatives and Hedging, and determined that the feature did not require separate accounting as a derivative. In accordance with ASC 470, Debt, the Company recognized a debt discount associated with the conversion feature of $248,432, which was amortized over the term of the note. Settlement of Convertible Note On January 31, 2026, the Company settled the convertible note through the issuance of common stock. The carrying value of the note at the date of settlement was $1,656,213. The Company issued 2,011,115 shares of common stock in settlement of the note. The shares were issued at a stated price of $0.70 per share and had an estimated fair value of $0.265 per share, resulting in total consideration of $532,946, as determined in accordance with ASC 820, Fair Value Measurement. Accordingly, the Company recognized a gain on debt settlement of $1,123,267, representing the excess of the carrying value of the liability extinguished over the fair value of the equity instruments issued. In addition, accrued interest of $117,862 related to the convertible note was settled through the issuance of common stock. This settlement is included within Note 5 – Accounts Payable and Accrued Liabilities and is not separately presented herein. As of January 31, 2026, no convertible notes payable remained outstanding. As of January 31, 2025, convertible notes payable had a carrying value of $1,656,213. Interest expense related to the convertible note was $14,274 and $14,312 for the years ended January 31, 2026 and 2025, respectively.

1407781

0.01

248432

1656213

2011115

0.70

0.265

532946

1123267

117862

14274

14312

NOTE 8 – RELATED PARTY TRANSACTIONS The Company accounts for related party transactions in accordance with ASC 850, Related Party Disclosures. Related Party Balances As of January 31, 2026, and 2025, amounts due to related parties and former related parties were as follows: <table cellpadding="0" style="border-spacing:0;text-align:left;font:10pt times new roman;width:100%"><tbody><tr style="height:15px"><td> </td><td style="white-space: nowrap;"> </td><td class="hdcell" colspan="2" style="BORDER-BOTTOM: #000000 1px solid;width:9%;vertical-align:bottom;text-align:center;">January 31,2026</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td class="hdcell" colspan="2" style="BORDER-BOTTOM: #000000 1px solid;width:9%;vertical-align:bottom;text-align:center;">January 31,2025</td><td style="white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">Related party payables </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">-</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">3,433,694</td><td style="width:1%;white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#ffffff"><td style="vertical-align:top;">Notes payable </td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 1px solid;width:1%;white-space: nowrap;"> </td><td class="ffcell" style="BORDER-BOTTOM: black 1px solid;width:9%;vertical-align:bottom;text-align:right;">-</td><td style="PADDING-BOTTOM: 1px;width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 1px solid;width:1%;white-space: nowrap;"> </td><td class="ffcell" style="BORDER-BOTTOM: black 1px solid;width:9%;vertical-align:bottom;text-align:right;">3,952,782</td><td style="PADDING-BOTTOM: 1px;width:1%;white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">Total related party balances</td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 3px double;width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="BORDER-BOTTOM: black 3px double;width:9%;vertical-align:bottom;text-align:right;">-</td><td style="PADDING-BOTTOM: 1px;width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 3px double;width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="BORDER-BOTTOM: black 3px double;width:9%;vertical-align:bottom;text-align:right;">7,386,476</td><td style="PADDING-BOTTOM: 1px;width:1%;white-space: nowrap;"> </td></tr></tbody></table> During the year ended January 31, 2026, the Company settled or otherwise extinguished a total of approximately $7,369,505 of related party obligations, including accrued compensation, advances, notes payable, and related accrued interest. These obligations were settled through the issuance of common stock at a stated price of $0.70 per share. For accounting purposes, the transactions were measured based on the estimated fair value of the Company’s common stock of approximately $0.265 per share at the date of issuance, in accordance with ASC 820, Fair Value Measurement. Certain obligations assumed in connection with the dissolution of Ga-Du Corporation, including amounts owing to former executives and consultants (including S. Randall Oveson), are disclosed in Note 3 – Divestiture of Subsidiary and are not duplicated herein. As a result of these transactions, the Company recognized gains on settlement of related party obligations in accordance with ASC 470-50, Debt—Modifications and Extinguishments. These related party obligations were settled on the same terms as contemporaneous settlements with unrelated creditors; accordingly, the resulting gains are recognized in the statement of operations under ASC 470-50 and do not represent capital contributions. Former Related Parties – Amounts Owing, Settled, and Shares Issued The Company had outstanding obligations to former directors and related parties arising primarily from accrued compensation, notes, and advances. During the year ended January 31, 2026, these balances were settled through the issuance of common stock. <table cellpadding="0" style="border-spacing:0;text-align:left;font:10pt times new roman;width:100%"><tbody><tr style="height:15px"><td style="BORDER-BOTTOM: #000000 1px solid;vertical-align:bottom;">Former Related Party</td><td style="white-space: nowrap;"> </td><td class="hdcell" colspan="2" style="BORDER-BOTTOM: #000000 1px solid;vertical-align:bottom;text-align:center;">Amount Owing (2025)</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td class="hdcell" colspan="2" style="BORDER-BOTTOM: #000000 1px solid;vertical-align:bottom;text-align:center;">Amount Settled (2026)</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td class="hdcell" colspan="2" style="BORDER-BOTTOM: #000000 1px solid;vertical-align:bottom;text-align:center;">Shares Issued</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td class="hdcell" style="BORDER-BOTTOM: #000000 1px solid;vertical-align:bottom;text-align:center;">Settlement Method</td><td> </td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">Jeffery Taylor</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">45,177</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">45,177</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">64,538</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:25%;">Common stock issuance</td><td style="width:1%;"> </td></tr><tr style="height:15px;background-color:#ffffff"><td style="vertical-align:top;">Don Lee Taylor</td><td style="white-space: nowrap;"> </td><td style="vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="vertical-align:bottom;text-align:right;">440,809</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td style="vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="vertical-align:bottom;text-align:right;">440,809</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td class="ffcell" style="vertical-align:bottom;text-align:right;">629,728</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td>Common stock issuance</td><td> </td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">Jennifer Taylor</td><td style="white-space: nowrap;"> </td><td style="vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="vertical-align:bottom;text-align:right;">166,000</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td style="vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="vertical-align:bottom;text-align:right;">166,000</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td class="ffcell" style="vertical-align:bottom;text-align:right;">237,143</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td>Common stock issuance</td><td> </td></tr><tr style="height:15px;background-color:#ffffff"><td style="vertical-align:top;">Meredith Rountree</td><td style="white-space: nowrap;"> </td><td style="vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="vertical-align:bottom;text-align:right;">161,250</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td style="vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="vertical-align:bottom;text-align:right;">161,250</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td class="ffcell" style="vertical-align:bottom;text-align:right;">230,357</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td>Common stock issuance</td><td> </td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">L. John Lewis</td><td style="white-space: nowrap;"> </td><td style="vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="vertical-align:bottom;text-align:right;">182,766</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td style="vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="vertical-align:bottom;text-align:right;">182,766</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td class="ffcell" style="vertical-align:bottom;text-align:right;">261,095</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td>Common stock issuance</td><td> </td></tr></tbody></table> In aggregate, the Company settled approximately $996,002 of obligations to former related parties during the year ended January 31, 2026, through the issuance of approximately 1,422,861 shares of common stock at a stated price of $0.70 per share. For accounting purposes, the fair value of the shares issued was approximately $377,058, based on a price of $0.265 per share. Accordingly, the Company recognized a gain on settlement of former related party obligations of approximately $618,944, representing the difference between the carrying value of the liabilities extinguished and the fair value of the common stock issued. Current Related Parties – Amounts Owing, Settled, and Shares Issued Executive Compensation and Advances – Michael Rountree Advances made by Mr. Rountree to fund the Company’s operations were made in his capacity as an executive officer with an expectation of repayment and were recorded as liabilities. The settlement of these advances, and of accrued compensation owing to Mr. Rountree, through the issuance of common stock on the same terms accepted by unrelated creditors was accounted for as an extinguishment of debt under ASC 470-50, with the resulting gain recognized in the statement of operations and no amount treated as a capital contribution. See the Company’s accounting policy for related party debt settlements above. 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 $250,000, which accrues when not paid. The Company recorded compensation expense of $250,000 for each of the years ended January 31, 2026 and 2025. As of January 31, 2026, accrued and unpaid compensation totaled $1,690,000. On January 31, 2026, the Company settled accrued compensation in full through the issuance of 2,414,286 shares of common stock at a stated price of $0.70 per share. In addition, Mr. Rountree advanced funds to the Company to support operating activities. As of January 31, 2025, outstanding advances totaled $322,883. During the year ended January 31, 2026, the Company settled a total of $337,480 of advances through the issuance of 482,115 shares of common stock at a stated price of $0.70 per share. The Company also settled amounts due related to licensing arrangements totaling $12,794 through the issuance of 18,277 shares of common stock at a stated price of $0.70 per share. In aggregate, the Company settled a total of approximately $2,040,274 of accrued compensation, advances, and other related party obligations with Mr. Rountree through the issuance of approximately 2,914,677 shares of common stock at a stated price of $0.70 per share. For accounting purposes, the fair value of the shares issued was approximately $772,390, based on a price of $0.265 per share. Accordingly, the Company recognized a gain on settlement of approximately $1,267,884. 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 1% per annum and are generally due within nine months of issuance. Immediately prior to settlement on January 31, 2026, the total outstanding balance of principal and accrued interest related to these notes was $4,333,229 (January 31, 2025 – $3,935,565). On January 31, 2026, the Company settled the outstanding balance in full through the issuance of 6,190,326 shares of common stock at a stated price of $0.70 per share. In aggregate, the Company settled $4,333,229 of obligations through the issuance of common stock. For accounting purposes, the fair value of the shares issued was approximately $1,640,437, based on a price of $0.265 per share. Accordingly, the Company recognized a gain on settlement of approximately $2,692,792. Other 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.

0 3433694 0 3952782 0 7386476 7369505 0.70 0.265 <table cellpadding="0" style="border-spacing:0;text-align:left;font:10pt times new roman;width:100%"><tbody><tr style="height:15px"><td style="BORDER-BOTTOM: #000000 1px solid;vertical-align:bottom;">Former Related Party</td><td style="white-space: nowrap;"> </td><td class="hdcell" colspan="2" style="BORDER-BOTTOM: #000000 1px solid;vertical-align:bottom;text-align:center;">Amount Owing (2025)</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td class="hdcell" colspan="2" style="BORDER-BOTTOM: #000000 1px solid;vertical-align:bottom;text-align:center;">Amount Settled (2026)</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td class="hdcell" colspan="2" style="BORDER-BOTTOM: #000000 1px solid;vertical-align:bottom;text-align:center;">Shares Issued</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td class="hdcell" style="BORDER-BOTTOM: #000000 1px solid;vertical-align:bottom;text-align:center;">Settlement Method</td><td> </td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">Jeffery Taylor</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">45,177</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">45,177</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">64,538</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:25%;">Common stock issuance</td><td style="width:1%;"> </td></tr><tr style="height:15px;background-color:#ffffff"><td style="vertical-align:top;">Don Lee Taylor</td><td style="white-space: nowrap;"> </td><td style="vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="vertical-align:bottom;text-align:right;">440,809</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td style="vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="vertical-align:bottom;text-align:right;">440,809</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td class="ffcell" style="vertical-align:bottom;text-align:right;">629,728</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td>Common stock issuance</td><td> </td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">Jennifer Taylor</td><td style="white-space: nowrap;"> </td><td style="vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="vertical-align:bottom;text-align:right;">166,000</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td style="vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="vertical-align:bottom;text-align:right;">166,000</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td class="ffcell" style="vertical-align:bottom;text-align:right;">237,143</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td>Common stock issuance</td><td> </td></tr><tr style="height:15px;background-color:#ffffff"><td style="vertical-align:top;">Meredith Rountree</td><td style="white-space: nowrap;"> </td><td style="vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="vertical-align:bottom;text-align:right;">161,250</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td style="vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="vertical-align:bottom;text-align:right;">161,250</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td class="ffcell" style="vertical-align:bottom;text-align:right;">230,357</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td>Common stock issuance</td><td> </td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">L. John Lewis</td><td style="white-space: nowrap;"> </td><td style="vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="vertical-align:bottom;text-align:right;">182,766</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td style="vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="vertical-align:bottom;text-align:right;">182,766</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td class="ffcell" style="vertical-align:bottom;text-align:right;">261,095</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td>Common stock issuance</td><td> </td></tr></tbody></table> 45177 45177

64538

440809 440809

629728

166000 166000

237143

161250 161250

230357

182766 182766

261095

996002 1422861 0.70 377058 0.265

618944

250000

1690000

2414286

0.70

322883

337480 482115

0.70

12794 18277 0.70 2040274

2914677

772390 0.265

1267884

0.01

4333229

3935565

6190326

0.70

4333229 1640437 0.265

2692792

NOTE 9 – 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. As a result of the May 4, 2026 reverse stock split, the stated capital represented by common stock was reduced by approximately $59,982 due solely to the reduction in issued shares at the unchanged par value of $0.0001 per share. The corresponding amount was reclassified to additional paid-in capital. The reverse stock split had no effect on total stockholders' deficit. The Company is authorized to issue 650,000,000 shares of common stock with a par value of $0.0001 per share. During the year ended January 31, 2026, the Company issued an aggregate of 22,834,297 shares of restricted common stock in connection with the settlement of accrued compensation, accounts payable, notes payable, convertible notes, and related party obligations, as further described in Notes 5 through 8 and Note 10. These transactions were effected at a stated price of $0.70 per share, representing an aggregate settlement amount of approximately $15,984,008. For accounting purposes, the equity instruments issued were measured based on the estimated fair value of the Company’s common stock at the date of issuance, in accordance with ASC 820, Fair Value Measurement, and the related gains on settlement were recognized in accordance with ASC 470-50, Debt—Modifications and Extinguishments. As of January 31, 2026, the Company had 24,992,656 shares of common stock issued, of which 40,000 shares were held as treasury stock, resulting in 24,952,656 shares of common stock outstanding. As of January 31, 2025, the Company had approximately 2,158,359 shares of common stock issued, of which 40,000 shares were held as treasury stock, resulting in approximately 2,118,359 shares of common stock outstanding. Preferred Stock The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.001 per share. Series A Voting Preferred Stock On January 11, 2016, the Company’s Board of Directors authorized the creation of 1,000 shares of Series A Voting Preferred Stock. 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 January 31, 2026 and 2025, no shares of Series A Voting Preferred Stock were issued or outstanding.

59982

0.0001

650000000

0.0001

22834297

0.70

15984008

24992656

40000

24952656

2158359

40000

2118359

50000000

0.001

1000

NOTE 10 – 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 January 31, 2026 and 2025, an outstanding balance of approximately $21,051 remains payable in connection with this arrangement. (b) Vendor Payable – Take2L The Company has engaged Take2L, an arm’s length third-party service provider, for the development and maintenance of its technology platform. As of January 31, 2025, amounts due to Take2L totaled approximately $1,001,310. On January 31, 2026, the Company settled this obligation through the issuance of 1,430,443 shares of common stock at a stated price of $0.70 per share. For accounting purposes, the transaction was measured based on the estimated fair value of the Company’s common stock of approximately $0.265 per share at the date of issuance, resulting in the recognition of a gain on settlement of approximately $622,243. The settlement of this obligation is already included in the amounts disclosed in Note 5 – Accounts Payable and Accrued Liabilities and is not an additional gain on settlement herein. (c) 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:<table cellpadding="0" style="border-spacing:0;text-align:left;font:10pt times new roman;width:100%"><tbody><tr style="height:15px"><td style="width:4%;"> </td><td style="width:4%;vertical-align:top;">·</td><td style="vertical-align:top;">appointment of independent directors</td></tr><tr style="height:15px"><td> </td><td style="vertical-align:top;">·</td><td style="vertical-align:top;">establishment of governance and audit committees</td></tr><tr style="height:15px"><td> </td><td style="vertical-align:top;">·</td><td style="vertical-align:top;">adoption of corporate governance policies</td></tr><tr style="height:15px"><td> </td><td style="vertical-align:top;">·</td><td style="vertical-align:top;">appointment of key officers and advisors</td></tr></tbody></table> 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. (d) 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. As compensation, Mr. Mudd is entitled to a monthly advisory fee of $10,000, which has been accrued due to the Company’s limited liquidity. As of January 31, 2025, accrued and unpaid fees totaled $490,000. On January 31, 2026, the Company settled $610,000 of accrued fees through the issuance of 871,429 shares of common stock at a stated price of $0.70 per share. For accounting purposes, the transaction was measured based on the estimated fair value of the Company’s common stock of approximately $0.265 per share at the date of issuance, resulting in the recognition of a gain on settlement of approximately $379,179. The settlement of this obligation is already included in the amounts disclosed in Note 5 – Accounts Payable and Accrued Liabilities and is not an additional gain on settlement herein. As of January 31, 2026, no amounts remain outstanding under this arrangement.

21051 1001310 1430443

0.70

0.265

622243

10000

490000

610000 871429

0.70

0.265

379179

NOTE 11 – INCOME TAXES The Company accounts for income taxes in accordance with ASC 740, Income Taxes. For the years ended January 31, 2026 and 2025, the Company did not record a current or deferred income tax provision or benefit due to operating losses and the full valuation allowance recorded against its deferred tax assets. Deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for net operating loss carryforwards. Significant components of the Company’s deferred tax assets consisted of the following: <table cellpadding="0" style="border-spacing:0;text-align:left;font:10pt times new roman;width:100%"><tbody><tr style="height:15px"><td> </td><td style="white-space: nowrap;"> </td><td class="hdcell" colspan="2" style="BORDER-BOTTOM: #000000 1px solid;width:9%;vertical-align:bottom;text-align:center;">January 31, 2026</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td class="hdcell" colspan="2" style="BORDER-BOTTOM: #000000 1px solid;width:9%;vertical-align:bottom;text-align:center;">January 31, 2025</td><td style="white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">Net operating loss carryforwards</td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 1px solid;width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="BORDER-BOTTOM: black 1px solid;width:9%;vertical-align:bottom;text-align:right;">69,445,000</td><td style="PADDING-BOTTOM: 1px;width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 1px solid;width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="BORDER-BOTTOM: black 1px solid;width:9%;vertical-align:bottom;text-align:right;">68,000,000</td><td style="PADDING-BOTTOM: 1px;width:1%;white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#ffffff"><td style="vertical-align:top;">Tax effected deferred tax assets</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">14,583,000</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">14,280,000</td><td style="width:1%;white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">Valuation allowance</td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 1px solid;width:1%;white-space: nowrap;"> </td><td class="ffcell" style="BORDER-BOTTOM: black 1px solid;width:9%;vertical-align:bottom;text-align:right;">(14,583,000</td><td style="PADDING-BOTTOM: 1px;width:1%;vertical-align:bottom;white-space: nowrap;">)</td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 1px solid;width:1%;white-space: nowrap;"> </td><td class="ffcell" style="BORDER-BOTTOM: black 1px solid;width:9%;vertical-align:bottom;text-align:right;">(14,280,000</td><td style="PADDING-BOTTOM: 1px;width:1%;vertical-align:bottom;white-space: nowrap;">)</td></tr><tr style="height:15px;background-color:#ffffff"><td style="vertical-align:top;">Deferred tax assets, net</td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 3px double;width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="BORDER-BOTTOM: black 3px double;width:9%;vertical-align:bottom;text-align:right;">–</td><td style="PADDING-BOTTOM: 3px;width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 3px double;width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="BORDER-BOTTOM: black 3px double;width:9%;vertical-align:bottom;text-align:right;">–</td><td style="PADDING-BOTTOM: 3px;width:1%;white-space: nowrap;"> </td></tr></tbody></table> The Company assesses the likelihood that deferred tax assets will be realized. Based upon the Company’s history of losses since inception, management has determined that it is more likely than not that the deferred tax assets will not be realized, and accordingly, a full valuation allowance has been recorded as of January 31, 2026, and 2025. Net Operating Loss Carryforwards As of January 31, 2026, the Company had approximately $69.4 million of federal net operating loss (“NOL”) carryforwards available to offset future taxable income (January 31, 2025 – $68.0 million). Approximately $43.5 million of these NOL carryforwards, if not utilized, will begin to expire in 2037 for federal tax purposes, while the remaining NOLs may be carried forward indefinitely. Effective Tax Rate Reconciliation A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: <table cellpadding="0" style="border-spacing:0;text-align:left;font:10pt times new roman;width:100%"><tbody><tr style="height:15px"><td> </td><td style="white-space: nowrap;"> </td><td class="hdcell" colspan="2" style="BORDER-BOTTOM: #000000 1px solid;width:9%;vertical-align:bottom;text-align:center;">2026</td><td style="white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td class="hdcell" colspan="2" style="BORDER-BOTTOM: #000000 1px solid;width:9%;vertical-align:bottom;text-align:center;">2025</td><td style="white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">U.S. federal statutory rate</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">21.0</td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">%</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">21.0</td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">%</td></tr><tr style="height:15px;background-color:#ffffff"><td style="vertical-align:top;">State income taxes, net of federal benefit (Nevada)</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">0.0</td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">%</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">0.0</td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">%</td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">Change in valuation allowance</td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 1px solid;width:1%;white-space: nowrap;"> </td><td class="ffcell" style="BORDER-BOTTOM: black 1px solid;width:9%;vertical-align:bottom;text-align:right;">(21.0</td><td style="PADDING-BOTTOM: 1px;width:1%;vertical-align:bottom;white-space: nowrap;">)%</td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 1px solid;width:1%;white-space: nowrap;"> </td><td class="ffcell" style="BORDER-BOTTOM: black 1px solid;width:9%;vertical-align:bottom;text-align:right;">(21.0</td><td style="PADDING-BOTTOM: 1px;width:1%;vertical-align:bottom;white-space: nowrap;">)%</td></tr><tr style="height:15px;background-color:#ffffff"><td style="vertical-align:top;">Effective tax rate</td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 1px solid;width:1%;white-space: nowrap;"> </td><td class="ffcell" style="BORDER-BOTTOM: black 1px solid;width:9%;vertical-align:bottom;text-align:right;">0.0</td><td style="PADDING-BOTTOM: 1px;width:1%;vertical-align:bottom;white-space: nowrap;">%</td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 1px solid;width:1%;white-space: nowrap;"> </td><td class="ffcell" style="BORDER-BOTTOM: black 1px solid;width:9%;vertical-align:bottom;text-align:right;">0.0</td><td style="PADDING-BOTTOM: 1px;width:1%;vertical-align:bottom;white-space: nowrap;">%</td></tr></tbody></table> The Company is incorporated and operates in the State of Nevada, which does not impose a state-level corporate income tax. Accordingly, no state income tax provision has been recognized for the periods presented. Pursuant to Section 382 of the Internal Revenue Code, the Company’s ability to utilize its net operating loss carryforwards (“NOLs”) may be substantially limited if the Company experiences an ownership change. Generally, an ownership change occurs when ownership of the Company’s stock changes by more than 50 percentage points among certain stockholders over a rolling three-year period. During the year ended January 31, 2026, the Company completed significant debt settlement and equity issuance transactions involving the issuance of a substantial number of shares of common stock. These transactions may constitute, individually or in the aggregate, an ownership change for purposes of Section 382. If an ownership change has occurred, utilization of the Company’s NOL carryforwards could be subject to an annual limitation determined by reference to the value of the Company’s stock immediately prior to the ownership change and the applicable long-term tax-exempt rate. Any unused annual limitation may generally be carried forward to future periods. The Company has not completed a formal Section 382 study to determine whether an ownership change has occurred or the extent to which the Company’s NOL carryforwards may be limited. Accordingly, no adjustments have been made to reduce the Company’s deferred tax assets or NOL carryforwards for potential Section 382 limitations. The Company applies the provisions of ASC 740-10 related to uncertain tax positions. The Company recognizes the effect of uncertain tax positions when it is more likely than not that the position will be sustained upon examination by taxing authorities. As of January 31, 2026 and 2025, the Company has not recognized any liability for unrecognized tax benefits and does not believe there are any uncertain tax positions that require recognition. The Company’s policy is to recognize interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company files income tax returns in the jurisdictions in which it operates and is subject to examination by federal and state taxing authorities. As of January 31, 2026, there are no ongoing income tax examinations. However, tax years remain open to examination to the extent that net operating loss carryforwards are utilized in future periods.

69445000

68000000

14583000

14280000

14583000

14280000

69400000

68000000.0

43500000

2037

0.210

0.000

0.210

0.000

NOTE 12 – SUBSEQUENT EVENTS See Note 1 regarding the Company’s May 4, 2026 reverse stock split. The Company has evaluated subsequent events from January 31, 2026 through the date these financial statements were issued and has determined that, other than the matter described above, there are no additional subsequent events requiring disclosure.