OTC: ESSI

The Company did not generate revenue during the fiscal year ended January 31, 2026. Subsequent to year end, the Company began limited onboarding of initial paying customers. These activities remain early-stage and may not result in material revenue unless and until the Company is able to expand customer adoption, complete additional onboarding, and obtain sufficient working capital to support commercialization.

The Company’s common stock is currently quoted on the OTCID Market operated by OTC Markets Group Inc. under the trading symbol “ESSI.”

Corporate History

The Company was incorporated in the State of Nevada on December 8, 2009 under the name Pristine Solutions, Inc. The Company changed its name to Eaton Scientific Systems Inc., effective November 27, 2012, and later changed its name to Eco Science Solutions, Inc. in February 2014.

In February 2014, the Company effected a 1,000-for-1 reverse stock split. On May 4, 2026, the Company effected a 1-for-25 reverse stock split of its issued and outstanding common stock. Unless otherwise indicated, all share and per share amounts presented in this Annual Report on Form 10-K have been retroactively adjusted to reflect the May 4, 2026 reverse stock split.

On September 21, 2020, the United States District Court for the District of Hawaii issued an order in the action captioned In re Eco Science Solutions, Inc. Shareholder Derivative Litigation, Lead Civil No. 1:17-cv-00530-LEW-WRP (D. Haw.), preliminarily approving a proposed settlement. On December 3, 2020, the Court entered the Order and Final Judgment approving the settlement.

The settlement included, among other things, the resignation of certain former officers and directors, the appointment of A. Carl Mudd as Ombudsman and Chairman of the Board, the return of 140,000 shares of common stock to treasury after giving effect to the May 4, 2026 reverse stock split, the issuance of 56,000 restricted shares of common stock to Robbins LLP after giving effect to the May 4, 2026 reverse stock split, the issuance of a $350,000 promissory note to Robbins LLP, and the forgiveness and cancellation of $1,500,000 of debt held by Phenix Ventures LLC.

Pursuant to the settlement, at least 15% of revenue or qualifying financing proceeds is required to be allocated toward the implementation and maintenance of certain governance reforms. As of January 31, 2026, the Company had not generated revenue and had limited financial resources available to fund such initiatives. During the fiscal year ended January 31, 2026, the Company obtained limited financing proceeds that management determined were utilized solely to satisfy essential operating expenditures and maintain ongoing operations. After evaluating the nature and purpose of such financing activities, management determined that the proceeds obtained did not constitute financing proceeds subject to the settlement’s 15% allocation provision. The Company continues to evaluate its obligations and compliance requirements under the settlement agreement.

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On December 23, 2020, the Company approved the appointment of A. Carl Mudd to serve as Chairman of the Board and Ombudsman of the Company. In connection with this role, Mr. Mudd received 100,000 restricted shares of the Company’s common stock after giving effect to the May 4, 2026 reverse stock split and became entitled to an advisory fee of $10,000 per month, subject to the terms of his agreement and the Company’s available liquidity.

On January 28, 2021, the Company entered into an Asset Purchase Agreement pursuant to which it acquired an enterprise software platform designed to support accounting, inventory management, customer relationship management, and business operations. In connection with the transaction, the Company agreed to issue 60,000 restricted shares of common stock after giving effect to the May 4, 2026 reverse stock split.

On January 28, 2021, the Company entered into an Executive Employment Agreement with Michael Rountree, who currently serves as the Company’s Chief Executive Officer and Chief Financial Officer. Mr. Rountree’s base salary is $250,000 per year, which has historically accrued when unpaid due to the Company’s limited liquidity. In connection with his employment arrangement, Mr. Rountree was issued 120,000 shares of common stock after giving effect to the May 4, 2026 reverse stock split.

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, pursuant to which the Company agreed to indemnify such individuals to the fullest extent permitted by applicable law.

On January 28, 2021, the Company entered into a Debt Settlement and Share Purchase Agreement with Rountree Consulting, Inc., a company owned by The Rountree Trust, pursuant to which Rountree Consulting, Inc. agreed to accept 20,000 restricted shares of common stock after giving effect to the May 4, 2026 reverse stock split at an adjusted price of $12.50 per share in settlement of $250,000 of debt owed by the Company.

On January 17, 2023, Jeffery Taylor resigned from all positions he held with the Company, including President, Director, and Secretary.

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 computer program known as eXPO, or electronic eXchange portal, for a total purchase price of $100,000.

On April 2, 2025, the Board of Directors accepted the resignation of S. Randall Oveson as Secretary of the Company and appointed Michael Rountree as Secretary of the Company, making Mr. Rountree the Company’s sole officer.

On April 2, 2025, the Board of Directors approved the dissolution of Ga-Du Corporation. On April 3, 2025, a Certificate of Dissolution/Withdrawal was filed with the State of Nevada, and Ga-Du Corporation was 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. During the year ended January 31, 2026, the Company issued an aggregate of 22,834,297 shares of restricted common stock, after giving effect to the May 4, 2026 reverse stock split, in connection with the settlement of accrued compensation, accounts payable, notes payable, convertible notes, and related party obligations.

As of January 31, 2026, after giving effect to the May 4, 2026 reverse stock split, 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.

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HERBO Platform

HERBO is a cloud-based ERP and accounting platform designed to help businesses manage financial accounting, inventory, reporting, customer data, payment workflows, and operational processes within a single system.

The HERBO platform is intended to support businesses that require more integrated workflows than a basic accounting or point-of-sale system may provide. The HERBO platform is designed to include functionality relating to accounting, inventory management, reporting, compliance support, customer relationship management, payment workflows, and operational management.

HERBO is designed as a software-as-a-service platform and is intended to be configurable for different industries and customer use cases. The Company believes the platform may be particularly useful for businesses that operate across multiple locations, manage regulated products, require detailed inventory tracking, or need integrated accounting and operational records.

HERBO Pay

HERBO Pay is a financial services and payment platform designed to integrate with HERBO ERP. The platform is intended to support cashless payment workflows, payment tracking, customer onboarding, identity verification, transaction monitoring, and payment-related reporting. Depending on the nature and scope of payment-related services offered through HERBO Pay, the Company may be required to register as a money services business with FinCEN, obtain money transmitter licenses in one or more states, or comply with other federal and state financial services regulations. See "Regulatory Environment" below for additional information regarding the regulatory framework applicable to the Company's operations.

HERBO Pay is intended to help businesses manage payments and related records within the same operational environment as their accounting and inventory data. The platform is operational and, subsequent to fiscal year end, the Company began early-stage customer onboarding for HERBO Pay. Commercialization remains limited and early-stage, and the Company has not yet generated material revenue from HERBO Pay.

Cannabis and Regulated Industry Focus

Cannabis and CBD-related businesses remain an important target market for the Company. Although the Company does not grow, manufacture, distribute, sell, or dispense cannabis or cannabis products, the Company believes that cannabis and CBD-related businesses may require software solutions that support accounting, inventory management, product traceability, tax compliance, payment workflows, customer onboarding, and recordkeeping.

The cannabis industry presents unique operational and compliance challenges, including cash management issues, limited access to banking services, state-level licensing requirements, inventory tracking requirements, excise and sales tax obligations, and federal tax restrictions, including Internal Revenue Code Section 280E. Section 280E limits deductions for businesses trafficking in Schedule I or Schedule II controlled substances and can create significant tax and accounting complexity for cannabis operators. If cannabis were rescheduled to Schedule III (as proposed by the U.S. Department of Justice and the Drug Enforcement Administration in May 2024), Section 280E would no longer apply to cannabis businesses, which could reduce certain tax and accounting complexity but would not eliminate the broader operational, compliance, and regulatory challenges facing such businesses.

The Company’s platform is intended to assist customers with integrated accounting and operational data, including inventory and cost tracking. However, the Company does not provide legal, tax, regulatory, or accounting advice to customers and customers remain responsible for compliance with applicable laws, regulations, tax rules, licensing requirements, and reporting obligations.

The Company also intends to market its platform to other regulated or operationally complex industries, including wellness, specialty retail, manufacturing, professional services, and other industries that may benefit from integrated ERP, accounting, compliance, and payment functionality.

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Regulatory Environment

The Company’s target customers may operate in industries subject to significant federal, state, and local regulation. These regulations may relate to licensing, product tracking, tax reporting, payment processing, customer verification, data security, consumer protection, anti-money laundering obligations, privacy, and other compliance matters. Although the Company does not grow, manufacture, distribute, sell, or dispense cannabis or cannabis products, because the Company provides software and payment-related services to cannabis-related businesses, changes in the federal or state regulatory landscape applicable to cannabis could materially affect the Company's business, operations, and customers. In particular, the Company's HERBO Pay platform, which supports cashless payment workflows, customer onboarding, identity verification, and transaction monitoring, is or may be subject to federal and state money transmitter licensing requirements, Bank Secrecy Act and anti-money laundering compliance obligations, FinCEN guidance applicable to financial institutions and service providers serving cannabis-related businesses, state-level payment processing and consumer financial services regulations, and Payment Card Industry Data Security Standards (PCI-DSS). The Company has not yet obtained all licenses or registrations that may be required in connection with its current or planned operations. The Company's failure to obtain or maintain required licenses, registrations, or compliance with applicable payment and financial services regulations could result in enforcement actions, fines, civil or criminal penalties, or restrictions on the Company's ability to operate HERBO Pay in one or more jurisdictions.

Cannabis remains illegal under U.S. federal law. Under the Controlled Substances Act, cannabis is currently classified as a Schedule I controlled substance. Although numerous states have legalized medical and/or adult-use cannabis, state-level legalization does not eliminate federal law risk. Because the Company may provide software or payment-related services to cannabis-related businesses, the Company could be deemed to be aiding and abetting illegal activities through the services it provides to cannabis industry participants, which could subject the Company to enforcement actions by federal law enforcement authorities. Changes in federal or state cannabis laws, enforcement priorities, banking rules, payment industry practices, or tax rules could materially affect the Company’s business prospects and customers.

In May 2024, the U.S. Department of Justice and the Drug Enforcement Administration published a proposed rule to move marijuana from Schedule I to Schedule III under the Controlled Substances Act. On December 18, 2025, President Trump issued an executive order directing the Attorney General to take all necessary steps to expeditiously move marijuana from Schedule I to Schedule III under the Controlled Substances Act. As of the date of this Annual Report on Form 10-K, no final rule has been adopted, and the status and timing of any final rulemaking action remain uncertain. There can be no assurance that cannabis will be rescheduled or descheduled, or that any change in federal law would benefit the Company or its customers.

Banking and payment processing remain significant challenges for many cannabis-related businesses. Due to federal law restrictions, some financial institutions may be unwilling to provide banking or payment services to cannabis-related businesses, even where such businesses operate legally under state law. The SAFE Banking Act, which would have prohibited federal regulators from penalizing financial institutions for serving state-legal cannabis businesses, has passed the U.S. House of Representatives multiple times but has not been enacted into law. Financial institutions that do serve cannabis-related businesses are generally required to comply with Bank Secrecy Act obligations and FinCEN guidance, including FinCEN's 2014 BSA Expectations Regarding Marijuana-Related Businesses (FIN-2014-G001), which imposes enhanced due diligence, suspicious activity reporting, and monitoring requirements. This creates operational risks for cannabis operators and may affect the adoption, use, and scalability of software and payment platforms serving those businesses, including HERBO Pay.

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The regulatory framework applicable to cannabis and other regulated industries is evolving and uncertain. Federal enforcement priorities relating to cannabis may change and remain uncertain. New laws, regulations, enforcement policies, or interpretations could materially affect the Company’s operations, customers, revenue opportunities, compliance costs, and ability to commercialize HERBO and HERBO Pay. In addition, the Company may be subject to federal and state data privacy and data security laws and regulations, including the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, "CCPA"), and similar state privacy laws, which impose obligations relating to the collection, use, storage, disclosure, and protection of personal information. Compliance with evolving data privacy requirements may require the Company to incur additional costs and could affect the design and operation of its software platforms.

Intellectual Property and Technology

The Company relies on a combination of software rights, trade secrets, contractual protections, confidentiality agreements, trademarks, proprietary processes, and technical measures to protect its software platforms and related intellectual property.

The Company may not be able to prevent unauthorized use, duplication, reverse engineering, or misappropriation of its technology. The Company may also be required to incur additional costs to protect or enforce its intellectual property rights.

Competition

The markets for ERP software, accounting software, payment technology, compliance software, and industry-specific SaaS platforms are highly competitive and rapidly evolving.

The Company competes with traditional accounting software providers, ERP platforms, payment processors, inventory management software providers, cannabis-focused software providers, and other financial technology companies, including companies such as QuickBooks, Xero, FreshBooks, Zoho, and Wave. Many competitors possess substantially greater financial, technical, operational, sales, marketing, and other resources than the Company.

The Company believes competition within its target markets is based on several factors, including platform functionality, ease of implementation, integration capabilities, accounting and reporting functionality, inventory management capabilities, compliance support features, customer service, scalability, pricing, and industry-specific operational functionality. The Company believes its platforms may provide value to certain regulated and operationally complex businesses through integrated accounting, operational workflow, inventory management, compliance support, and payment functionality.

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Human Capital

As of the date of this Annual Report on Form 10-K, the Company has one employee, Michael Rountree, who serves as Chief Executive Officer and Chief Financial Officer. The Company also utilizes approximately six independent contractors and consultants to support software development, operations, marketing, administration, compliance, and related activities.

The Company’s future success depends in part on its ability to retain key personnel, contractors, software developers, and advisors. The Company may need to hire additional personnel or retain additional contractors if customer onboarding and commercialization activities increase.

Available Information

The Company files reports with the Securities and Exchange Commission, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other information required under the Securities Exchange Act of 1934, as amended. These filings are available through the SEC’s website at www.sec.gov.

Investors should carefully review the information contained in this Annual Report on Form 10-K, including the information under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the audited consolidated financial statements included elsewhere in this report.