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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 unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has not generated significant revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit of $69,783,144 and working capital deficit of $1,654,166 as of July 31, 2026. 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 summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. The accounting policies conform to U.S. GAAP. There have been no material changes in the Company’s significant accounting policies since the last annual report as filed on Form 10-K. Basis of Presentation Unaudited Interim Financial Information The accompanying interim condensed consolidated financial statements are unaudited and include the accounts of Eco Science Solutions, Inc. and its wholly owned subsidiary, Ga-Du Corporation, through the date of dissolution, April 3, 2025. All significant intercompany balances and transactions have been eliminated. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all the normal recurring adjustments necessary to present fairly the financial position and results of operations as of and for the periods presented. The interim results are not necessarily indicative of the results expected for the full year or any future period. Certain information and footnote disclosures normally included in the condensed consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company believes that the disclosures are adequate to make the interim information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Report on Form 10-K filed on June 9, 2026, for the years ended January 31, 2026 and 2025. Use of Estimates The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Property and Equipment Property and equipment are recorded at cost. Depreciation and amortization on property and equipment are determined using the straight-line method over the three to five year estimated useful lives of the assets. Technology, Licensing Rights and Software (Intangible Assets) Technology, licensing rights, and software are recorded at cost and capitalized. These assets are evaluated for impairment at least annually, or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. During the year ended January 31, 2024, the Company acquired certain commercial software (see Note 3) for a purchase price of $100,000, which has been capitalized as an intangible asset. No impairment expense was recognized for the periods ended July 31, 2026 and 2025. The Company amortizes the software over an estimated useful life of three years on a straight-line basis starting on March 1, 2026, the date the asset was placed into service. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and were $404 and $0 during the six months ended July 31, 2026, and 2025, respectively. Revenue Recognition Transaction and Processing Revenue (Net) The Company provides transaction processing and settlement enablement modules to merchants. The Company evaluates its revenue arrangements under ASC 606 to determine it acts as an agent. Because the underlying payment processing, clearing, and settlement services are controlled by third-party sponsor banks and card networks prior to delivery to the merchant, and because the Company does not assume primary inventory or fulfillment risk for the transaction transmission, the Company concludes it acts as an agent. Accordingly, revenues from transaction processing are recorded net of interchange fees, assessment fees, and bank processing costs remitted directly to financial institutions. Revenue is recognized at the point in time the transaction is successfully authorized and executed. Segment Reporting Operating segments are comprised of the components of an entity in which separate information is available for evaluation by the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources in evaluating performance. The Company consists of a single reporting segment providing clients a cloud-based ERP platform (“Herbo”) and a financial services platform (“Herbo Pay”) to support the unique end-to-end business requirements of regulated, cash-intensive industries. While the Company operates both Herbo and Herbo Pay, these offerings are considered sufficiently similar to representing one operating segment. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The accounting policies for our software platforms will include revenue recognition applicable to software-as-a-service including monthly installments for licenses to our platforms over specific periods of time. During the six months ended July 31, 2026, the Company commenced limited revenue-generating activities through its HerboPay platform and recognized net revenue of $2,205. 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. Accordingly, CODM considers operating expenses, and other income (expenses) of our single operating segment as reported on the statement of operations and considers our current and total assets as recorded on the balance sheet. There are no additional expenses or asset information that are supplemental to those disclosed in these consolidated financial statements that are regularly provided to the CODM. The measure of segment profit or loss used by the CODM is consolidated net loss as reported in the condensed consolidated statements of operations. Significant segment expenses regularly provided to the CODM for the three months ended July 31, 2026 and 2025 consisted of management and consulting fees of $122,500 and $125,500, research, development, and promotion of $78,705 and $80,053, legal, accounting and audit fees of $23,808 and $20,331, office supplies and other general expense of $14,420 and $17,014, and amortization of $8,333 and $0, respectively, which together comprised total operating expenses of $247,766 and $242,898. Significant segment expenses regularly provided to the CODM for the six months ended July 31, 2026 and 2025 consisted of management and consulting fees of $245,000 and $251,000, research, development, and promotion of $140,738 and $178,770, legal, accounting and audit fees of $54,617 and $37,790, office supplies and other general expense of $26,004 and $29,633, and amortization of $13,889 and $0, respectively, which together comprised total operating expenses of $480,248 and $497,193. 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 The Company accounts for convertible debt instruments in accordance with ASC 470, Debt, as amended by ASU 2020-06, and evaluates embedded conversion features under ASC 815, Derivatives and Hedging, to determine whether such features require bifurcation and separate accounting as derivative liabilities. For convertible instruments that may be settled in a variable number of shares, the Company evaluates whether the arrangement results in derivative liability classification or should be accounted for as a conventional debt instrument. To the extent such features do not require derivative accounting, any associated debt discount is recorded and amortized over the term of the instrument using the effective interest method. The Company accounts for the extinguishment of debt in accordance with ASC 470-50, Debt—Modifications and Extinguishments. Gains or losses on extinguishment are recognized in the consolidated statements of operations as the difference between the carrying amount of the debt extinguished and the fair value of consideration transferred. When debt is settled through the issuance of common stock, the transaction is measured based on the fair value of the equity instruments issued on the date of settlement, as determined in accordance with ASC 820, Fair Value Measurement. If the fair value of the equity instruments issued is not reliably measurable, the transaction is measured based on the carrying amount of the debt extinguished. Fair Value Measurements The Company measures certain financial and non-financial assets and liabilities at fair value in accordance with ASC 820, Fair Value Measurement. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses observable market data when available and minimizes the use of unobservable inputs. Fair value measurements are classified within a three-level hierarchy based on the lowest level of input that is significant to the measurement. Level 1 inputs are quoted prices in active markets for identical assets or liabilities; Level 2 inputs are observable inputs other than quoted prices included within Level 1; and Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions. The Company applies fair value principles in connection with equity instruments issued in non-cash transactions, including debt settlement transactions. Leases The Company accounts for leases in accordance with ASC 842, Leases. The Company determines whether an arrangement is a lease at inception. Right-of-use assets and lease liabilities are recognized for leases with terms greater than twelve months based on the present value of future lease payments. The Company has elected the short-term lease exemption for leases with an initial term of twelve months or less. As of July 31, 2026, the Company did not have any material lease arrangements. Basic and Diluted Net Income (Loss) Per Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings Per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible instruments using the if-converted method. Potentially dilutive securities are excluded from the computation of diluted net income (loss) per share if their effect would be anti-dilutive. All share and per-share amounts presented in the accompanying consolidated financial statements have been retroactively adjusted to reflect the Company’s 1-for-25 reverse stock split effective May 4, 2026. Income Taxes The Company follows ASC 740 – Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Recently Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments require enhanced disclosures regarding significant segment expenses and other segment information on both an annual and interim basis. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this guidance during the year ended January 31, 2026. The adoption did not have a material impact on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update requires enhanced disclosures related to income tax rate reconciliations and income taxes paid by jurisdiction. The amendments are effective for public entities for fiscal years beginning after December 15, 2024. The Company adopted this guidance for the year ended January 31, 2026, on a prospective basis. The adoption did not have a material impact on the Company’s consolidated financial statements. In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This update introduces a practical expedient allowing entities to assume that current conditions remain unchanged over the life of certain financial assets when estimating expected credit losses. The Company early adopted this guidance as of January 31, 2026 on a prospective basis. The adoption did not have a material impact on the Company’s consolidated financial statements due to the limited nature of the Company’s receivable balances. The Company has adopted ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for convertible instruments by eliminating certain separation models and requiring that convertible instruments be accounted for as a single liability unless they contain features requiring separate accounting as derivatives. The adoption did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Pending Adoption In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses. This update requires additional disclosures to disaggregate expense line items presented on the face of the consolidated statements of operations, including amounts related to employee compensation, depreciation, amortization, and other significant components. The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update replaces the prescriptive development stage model with a principles-based, probable-to-complete recognition threshold for capitalization of internal-use software costs. The amendments are effective for fiscal years beginning after December 15, 2027, and interim periods within fiscal years beginning after December 15, 2028. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements. This update clarifies interim disclosure requirements and introduces a general disclosure principle requiring entities to disclose events occurring after the most recent annual reporting period that have a material impact on the entity. The amendments are effective for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

The accompanying interim condensed consolidated financial statements are unaudited and include the accounts of Eco Science Solutions, Inc. and its wholly owned subsidiary, Ga-Du Corporation, through the date of dissolution, April 3, 2025. All significant intercompany balances and transactions have been eliminated. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all the normal recurring adjustments necessary to present fairly the financial position and results of operations as of and for the periods presented. The interim results are not necessarily indicative of the results expected for the full year or any future period. Certain information and footnote disclosures normally included in the condensed consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company believes that the disclosures are adequate to make the interim information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Report on Form 10-K filed on June 9, 2026, for the years ended January 31, 2026 and 2025.

The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Property and equipment 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 3) for a purchase price of $100,000, which has been capitalized as an intangible asset. No impairment expense was recognized for the periods ended July 31, 2026 and 2025. The Company amortizes the software over an estimated useful life of three years on a straight-line basis starting on March 1, 2026, the date the asset was placed into service.

100000

Advertising and marketing costs are expensed as incurred and were $404 and $0 during the six months ended July 31, 2026, and 2025, respectively.

404

Transaction and Processing Revenue (Net) The Company provides transaction processing and settlement enablement modules to merchants. The Company evaluates its revenue arrangements under ASC 606 to determine it acts as an agent. Because the underlying payment processing, clearing, and settlement services are controlled by third-party sponsor banks and card networks prior to delivery to the merchant, and because the Company does not assume primary inventory or fulfillment risk for the transaction transmission, the Company concludes it acts as an agent. Accordingly, revenues from transaction processing are recorded net of interchange fees, assessment fees, and bank processing costs remitted directly to financial institutions. Revenue is recognized at the point in time the transaction is successfully authorized and executed.

Operating segments are comprised of the components of an entity in which separate information is available for evaluation by the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources in evaluating performance. The Company consists of a single reporting segment providing clients a cloud-based ERP platform (“Herbo”) and a financial services platform (“Herbo Pay”) to support the unique end-to-end business requirements of regulated, cash-intensive industries. While the Company operates both Herbo and Herbo Pay, these offerings are considered sufficiently similar to representing one operating segment. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The accounting policies for our software platforms will include revenue recognition applicable to software-as-a-service including monthly installments for licenses to our platforms over specific periods of time. During the six months ended July 31, 2026, the Company commenced limited revenue-generating activities through its HerboPay platform and recognized net revenue of $2,205. 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. Accordingly, CODM considers operating expenses, and other income (expenses) of our single operating segment as reported on the statement of operations and considers our current and total assets as recorded on the balance sheet. There are no additional expenses or asset information that are supplemental to those disclosed in these consolidated financial statements that are regularly provided to the CODM. The measure of segment profit or loss used by the CODM is consolidated net loss as reported in the condensed consolidated statements of operations. Significant segment expenses regularly provided to the CODM for the three months ended July 31, 2026 and 2025 consisted of management and consulting fees of $122,500 and $125,500, research, development, and promotion of $78,705 and $80,053, legal, accounting and audit fees of $23,808 and $20,331, office supplies and other general expense of $14,420 and $17,014, and amortization of $8,333 and $0, respectively, which together comprised total operating expenses of $247,766 and $242,898. Significant segment expenses regularly provided to the CODM for the six months ended July 31, 2026 and 2025 consisted of management and consulting fees of $245,000 and $251,000, research, development, and promotion of $140,738 and $178,770, legal, accounting and audit fees of $54,617 and $37,790, office supplies and other general expense of $26,004 and $29,633, and amortization of $13,889 and $0, respectively, which together comprised total operating expenses of $480,248 and $497,193.

2205

122500

125500

78705

80053

23808

20331

14420

17014

8333

247766

242898

245000

251000

140738

178770

54617

37790

26004

29633

13889

480248

497193

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.

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 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 July 31, 2026, 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. 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 – 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 $100,000, which was paid in full as of January 31, 2024. The acquired software is recorded as an intangible asset at cost. The Company evaluates its intangible assets for impairment in accordance with ASC 360, Property, Plant, and Equipment, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. As of July 31, 2026 and January 31, 2026, no impairment has been identified. The Company amortizes the software over an estimated useful life of three years on a straight-line basis starting on March 1, 2026, the date the asset was placed into service. The Company’s intangible assets consisted of the following as of July 31, 2026 and January 31, 2026: <table cellpadding="0" style="border-spacing:0;text-align:left;font:10pt times new roman;width:100%"><tbody><tr style="height:15px"><td> </td><td style="white-space: nowrap;"> </td><td class="hdcell" colspan="2" style="BORDER-BOTTOM: #000000 1px solid;width:9%;vertical-align:bottom;text-align:center;">July 31,2026</td><td style="PADDING-BOTTOM: 1px;white-space: nowrap;"> </td><td style="white-space: nowrap;"> </td><td class="hdcell" colspan="2" style="BORDER-BOTTOM: #000000 1px solid;width:9%;vertical-align:bottom;text-align:center;">January 31,2026</td><td style="PADDING-BOTTOM: 1px;white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">eXPO</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">100,000</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;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">100,000</td><td style="width:1%;white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#ffffff"><td style="vertical-align:top;">Less accumulated amortization</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">(13,889 </td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">)</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">-</td><td style="width:1%;white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">Intangibles net</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">86,111</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;">100,000</td><td style="width:1%;white-space: nowrap;"> </td></tr></tbody></table>

100000

three years

<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;">July 31,2026</td><td style="PADDING-BOTTOM: 1px;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 31,2026</td><td style="PADDING-BOTTOM: 1px;white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">eXPO</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">100,000</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">100,000</td><td style="width:1%;white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#ffffff"><td style="vertical-align:top;">Less accumulated amortization</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;">(13,889 </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;">-</td><td style="width:1%;white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">Intangibles net</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">86,111</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">100,000</td><td style="width:1%;white-space: nowrap;"> </td></tr></tbody></table>

100000

-13889

86111

100000

NOTE 4 – 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;">July 31,2026</td><td style="PADDING-BOTTOM: 1px;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 31,2026</td><td style="PADDING-BOTTOM: 1px;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;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">841,270</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">712,189</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;">174,147</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;">153,099</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;">-</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;">24,500</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;">$</td><td class="ffcell" style="BORDER-BOTTOM: black 3px double;width:9%;vertical-align:bottom;text-align:right;">1,015,417</td><td style="PADDING-BOTTOM: 3px;width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 3px double;width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="BORDER-BOTTOM: black 3px double;width:9%;vertical-align:bottom;text-align:right;">889,788</td><td style="PADDING-BOTTOM: 3px;width:1%;white-space: nowrap;"> </td></tr></tbody></table> Included within interest payable at July 31, 2026 and January 31, 2026 is accrued default interest associated with a note payable to Robbins LLP.

<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;">July 31,2026</td><td style="PADDING-BOTTOM: 1px;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 31,2026</td><td style="PADDING-BOTTOM: 1px;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;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">841,270</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">712,189</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;">174,147</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;">153,099</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;">-</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;">24,500</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;">$</td><td class="ffcell" style="BORDER-BOTTOM: black 3px double;width:9%;vertical-align:bottom;text-align:right;">1,015,417</td><td style="PADDING-BOTTOM: 3px;width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 3px double;width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="BORDER-BOTTOM: black 3px double;width:9%;vertical-align:bottom;text-align:right;">889,788</td><td style="PADDING-BOTTOM: 3px;width:1%;white-space: nowrap;"> </td></tr></tbody></table>

841270

712189

174147

153099

24500

1015417

889788

NOTE 5 – 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;">July 31,2026</td><td style="PADDING-BOTTOM: 1px;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 31,2026</td><td style="PADDING-BOTTOM: 1px;white-space: nowrap;"> </td></tr><tr style="height:15px;background-color:#cceeff"><td style="vertical-align:top;">Note 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:#ffffff"><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;">$</td><td class="ffcell" style="BORDER-BOTTOM: black 3px double;width:9%;vertical-align:bottom;text-align:right;">350,000</td><td style="PADDING-BOTTOM: 3px;width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 3px double;width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="BORDER-BOTTOM: black 3px double;width:9%;vertical-align:bottom;text-align:right;">350,000</td><td style="PADDING-BOTTOM: 3px;width:1%;white-space: nowrap;"> </td></tr></tbody></table> During the year ended January 31, 2026, the Company extinguished a substantial portion of its outstanding notes payable through the issuance of shares of common stock. Interest expense related to the Company's notes payable was $10,500 and $6,209 for the three months ended July 31, 2026, and 2025, respectively. Interest expense related to the Company's notes payable was $21,048 and $12,217 for the six months ended July 31, 2026, and 2025, respectively. As of July 31, 2026, and January 31, 2026, the remaining notes payable balance of $350,000 relates entirely to a promissory note issued to Robbins LLP. This note was originally executed on December 8, 2020, in the principal amount of $350,000, pursuant to the Order and Judgment settling the shareholder derivative litigation 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 had an original maturity date of December 8, 2023. As of July 31, 2026, the note has matured, remains unpaid, and is in default. The Company continues to accrue interest on the outstanding principal balance, including default interest, in accordance with the contractual terms of the promissory note.

350000

10500

6209

21048

12217

350000

0.06

December 8, 2023

NOTE 6 – 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. During the year ended January 31, 2026, the Company extinguished its outstanding convertible promissory note through the issuance of shares of common stock. Interest expense related to the Company's convertible promissory note was $0 and $3,598 for the three months ended July 31, 2026, and 2025, respectively. Interest expense related to the Company's convertible promissory note was $0 and $7,078 for the six months ended July 31, 2026, and 2025, respectively.

1407781

0.01

248432

3598

7078

NOTE 7 – RELATED PARTY TRANSACTIONS The Company accounts for related party transactions in accordance with ASC 850, Related Party Disclosures. Related Party Balances As of July 31, 2026, and January 31, 2026, 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;">July 31,2026</td><td style="PADDING-BOTTOM: 1px;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 31,2026</td><td style="PADDING-BOTTOM: 1px;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;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">300,530</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">-</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;">-</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;">$</td><td class="ffcell" style="BORDER-BOTTOM: black 3px double;width:9%;vertical-align:bottom;text-align:right;">300,530</td><td style="PADDING-BOTTOM: 3px;width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 3px double;width:1%;vertical-align:bottom;white-space: nowrap;">$</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> Executive Compensation and Advances – Michael Rountree The Company has an executive employment arrangement with Michael Rountree, pursuant to which he serves in executive roles including Chief Executive Officer and Chief Financial Officer. Under the terms of the agreement, Mr. Rountree is entitled to an annual base salary of $250,000, which accrues when not paid. The Company recorded compensation expense of $62,500 and $125,000 for each of the three and six months ended July 31, 2026 and 2025. As of July 31, 2026, accrued and unpaid compensation totaled $125,000. In addition, Mr. Rountree advanced funds to the Company to support operating activities. As of July 31, 2026, outstanding advances totaled $175,530. Together with accrued and unpaid compensation of $125,000, these advances comprise the $300,530 of related party payables reported as of July 31, 2026. 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. During the year ended January 31, 2026, the Company extinguished its outstanding promissory note through the issuance of shares of common stock. Interest expense related to the Rountree notes payable was $0 and $9,677 for the three months ended July 31, 2026, and 2025, respectively. Interest expense related to the Rountree notes payable was $0 and $18,869 for the six months ended July 31, 2026, and 2025, respectively. Other The Company had outstanding obligations to former directors and related parties arising primarily from notes. During the year ended January 31, 2026, these balances were settled through the issuance of common stock. Interest expense related to former directors and related parties’ notes payable was $0 and $461 for the three months ended July 31, 2026, and 2025, respectively. Interest expense related to former directors and related parties’ notes payable was $0 and $907 for the six months ended July 31, 2026, and 2025, respectively. 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.

<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;">July 31,2026</td><td style="PADDING-BOTTOM: 1px;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 31,2026</td><td style="PADDING-BOTTOM: 1px;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;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">300,530</td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="width:1%;vertical-align:bottom;white-space: nowrap;">$</td><td class="ffcell" style="width:9%;vertical-align:bottom;text-align:right;">-</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;">-</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;">$</td><td class="ffcell" style="BORDER-BOTTOM: black 3px double;width:9%;vertical-align:bottom;text-align:right;">300,530</td><td style="PADDING-BOTTOM: 3px;width:1%;white-space: nowrap;"> </td><td style="width:1%;white-space: nowrap;"> </td><td style="BORDER-BOTTOM: black 3px double;width:1%;vertical-align:bottom;white-space: nowrap;">$</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>

300530 0 0 0 300530 0

250000

62500

125000

175530

125000

300530

0.01

9677

18869

461

907

NOTE 8 – CAPITAL STOCK Common Stock Effective May 4, 2026, the Company effected a 1-for-25 reverse stock split of its issued and outstanding common stock. All share and per-share amounts presented in these consolidated financial statements have been retroactively adjusted to reflect the reverse stock split for all periods presented, unless otherwise indicated. The Company is authorized to issue 650,000,000 shares of common stock with a par value of $0.0001 per share. No shares of common stock were issued during the six months ended July 31, 2026 and 2025. As of July 31, 2026 and 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. 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 July 31, 2026 and January 31, 2026, no shares of Series A Voting Preferred Stock were issued or outstanding.

650000000

0.0001

24992656

40000

24952656

50000000

0.001

1000

NOTE 9 – COMMITMENTS AND CONTINGENCIES (a) Lease Obligation The Company previously entered into a sublease agreement for office space commencing August 1, 2017. The Company ceased use of the premises during 2018 and the arrangement was effectively terminated. As of July 31, 2026 and January 31, 2026, an outstanding balance of approximately $21,051 remains payable in connection with this arrangement. (b) Legal Settlement and Governance Commitments Pursuant to an Order and Final Judgment issued by the United States District Court for the District of Hawaii on December 3, 2020 in connection with In re Eco Science Solutions, Inc. Shareholder Derivative Litigation, the Company agreed to implement certain governance reforms and undertake related actions. These commitments include, among other items: <table cellpadding="0" style="border-spacing:0;font-size:10pt;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. (c) Advisory Agreement – A. Carl Mudd The Company entered into a Board Advisory Agreement with A. Carl Mudd, pursuant to which Mr. Mudd serves as Chairman of the Board and Ombudsman. Pursuant to the agreement, Mr. Mudd receives a monthly advisory fee of $10,000. Due to liquidity constraints, the Company has deferred payment of these fees. For each of the three and six months ended July 31, 2026, and 2025, the Company recognized advisory fee expenses of $30,000 and $60,000, respectively, within management and consulting fees in the condensed consolidated statements of operations. As of July 31, 2026, total accrued and unpaid fees under this agreement were $60,000, which are included in accounts payable and accrued liabilities on the condensed consolidated balance sheets.

21051

10000

30000

60000

NOTE 10 – CUSTOMER DEPOSITS The Company commenced revenue-generating operations through its HerboPay application during the six months ended July 31, 2026. HerboPay enables customers to access and utilize various products, services, and applications available through the platform. Customers may pre-fund their accounts by depositing funds into the HerboPay platform. In exchange, customers receive digital token balances that may be redeemed for future transactions, services, and other permitted activities within the HerboPay ecosystem. Such deposits do not represent earned revenue at the time funds are received, as the Company has not yet satisfied the related performance obligations associated with the future use of the deposited funds. Amounts received from customers that remain unused are recorded as customer deposits, a current liability, until the related services are provided, the token balances are redeemed, or the underlying obligation is otherwise extinguished. Revenue is recognized when the applicable performance obligations are satisfied in accordance with the Company's revenue recognition policy. As of July 31, 2026, customer deposits totaled $7,442 and are presented as a separate current liability on the accompanying balance sheet. The Company expects substantially all outstanding customer deposit balances to be utilized or redeemed within the next twelve months.

7442

NOTE 11 – SUBSEQUENT EVENTS The Company has evaluated subsequent events from July 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.

false false