Quarterly Report for Quarter Ending July 31, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or the Company's future financial performance. In some cases, forward-looking statements can be identified by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause the Company's or its industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

The Company's unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with the Company's financial statements and the related notes that appear elsewhere in this quarterly report.

As used in this quarterly report, the terms "we", "us", "our" and "ESSI" mean Eco Science Solutions, Inc. unless otherwise indicated. "Ga-Du" refers to our previously wholly owned subsidiary Ga-Du Corporation.

Description of Business

The Company was incorporated in the State of Nevada on December 8, 2009, under the name Pristine Solutions, Inc. On February 14, 2014, the Company changed its name to Eco Science Solutions, Inc. (the "Company" or "Eco Science"). The Company's principal executive office is located at 300 S. El Camino Real #206, San Clemente, CA 92672. The Company's telephone number is 833-GoHerbo (833-464-3726). The Company's website is www.useherbo.com.

Eco Science Solutions, Inc. is focused on the development and commercialization of enterprise software and financial technology solutions designed to support businesses operating in regulated, compliance-intensive and operationally complex industries. The Company's principal platforms are "Herbo," a cloud-based enterprise resource planning ("ERP") and accounting platform, and "Herbo Pay," an integrated financial services and payment platform that operates in connection with the Herbo ERP. Together, these platforms provide accounting, inventory management, compliance support, reporting, customer relationship management, and payment workflows, with enhanced tracking and traceability intended to support the requirements of regulated, cash-intensive industries such as cannabis and CBD, as well as other regulated or operationally complex industries. The Company also holds the "eXPO" (electronic eXchange portal) software platform, which it acquired in April 2023.

Eco Science Solutions, Inc. is not in the business of growing, manufacturing, or distributing cannabis.

On October 6, 2022, the Company's registration and trading symbol were revoked. On December 6, 2024, the OTC Markets began quotation of the Company's shares under the trading symbol "ESSI." On February 7, 2025, FINRA completed processing of the Company's Form 211, and brokers were able to resume publication of competing quotes and provide continuous market making.

The Company commenced limited revenue-generating operations through its Herbo Pay platform during the three months ended April 30, 2026. During the three and six months ended July 31, 2026, the Company recorded net revenue of $1,952 and $2,205, respectively (three and six months ended July 31, 2025 - $nil). The Company remains in an early commercialization stage and continues to seek additional users of its software platforms.

Effective May 4, 2026, the Company completed a 1-for-25 reverse stock split of its issued and outstanding common stock. All share and per-share amounts in this quarterly report have been retroactively adjusted to reflect the reverse stock split for all periods presented.

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Results of Operations

Three months ended July 31, 2026 and 2025

		For the Three Months Ended July 31,
		2026				2025
Net revenue		$	1,952			$	-
Operating expenses
Amortization			8,333				-
Legal, accounting and audit fees			23,808				20,331
Management and consulting fees			122,500				125,500
Research, development, and promotion			78,705				80,053
Office supplies and other general expenses			14,420				17,014
Total operating expenses			247,766				242,898
Net operating loss			(245,814	)			(242,898	)
Other income (expenses)
Interest expense			(10,500	)			(9,807	)
Interest expense, related parties			-				(10,138	)
Total other income (expenses)			(10,500	)			(19,945	)
Income tax expense			-				-
Net loss		$	(256,314	)		$	(262,843	)

During the three months ended July 31, 2026, the Company generated net revenue of $1,952, compared to $nil during the three months ended July 31, 2025. Revenue in the current quarter comprised transaction and processing revenue earned on a net basis through the Company's Herbo Pay platform, together with design, testing and hosting fees. Customer deposits reflected on the Company's balance sheets represent prefunded balances held for future platform usage and do not represent earned revenue until the related services are provided.

During the three months ended July 31, 2026 and 2025, the Company incurred total operating expenses of $247,766 and $242,898, respectively, an increase of $4,868. Management and consulting fees were $122,500 (2026) and $125,500 (2025) and remained substantially unchanged between the comparative quarters. Research, development, and promotion expense was $78,705 (2026), compared to $80,053 (2025), reflecting a slight reduction in hours allocated to the Company's software development in the current quarter. Legal, accounting and audit fees increased to $23,808 (2026) from $20,331 (2025), reflecting higher accounting and audit fees incurred in the current quarter. Office supplies and other general expenses decreased to $14,420 (2026) from $17,014 (2025). The Company also recorded amortization expense of $8,333 (2026) and $nil (2025) following the commencement of amortization of its eXPO software intangible asset on March 1, 2026. That amortization accounts for the period-over-period increase in total operating expenses, which were otherwise $3,465 lower than in the comparative quarter.

The Company recorded total other expenses of $10,500 during the three months ended July 31, 2026, consisting entirely of interest expense, compared to $19,945 during the three months ended July 31, 2025, which comprised interest expense of $9,807 and interest expense on related party obligations of $10,138. The decrease reflects the extinguishment, during the year ended January 31, 2026, of substantially all of the Company's interest-bearing obligations other than the $350,000 promissory note, which remains outstanding and in default.

The net loss for the three months ended July 31, 2026 was $256,314, compared to a net loss of $262,843 for the three months ended July 31, 2025, a decrease of $6,529. The decrease reflects the $9,445 reduction in other expenses and the $1,952 of revenue recognized in the current quarter, partially offset by the $4,868 increase in total operating expenses.

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Six months ended July 31, 2026 and 2025

		For the Six Months Ended July 31,
		2026				2025
Net revenue		$	2,205			$	-
Operating expenses
Amortization			13,889				-
Legal, accounting and audit fees			54,617				37,790
Management and consulting fees			245,000				251,000
Research, development, and promotion			140,738				178,770
Office supplies and other general expenses			26,004				29,633
Total operating expenses			480,248				497,193
Net operating loss			(478,043	)			(497,193	)
Other income (expenses)
Interest expense			(21,048	)			(19,295	)
Interest expense, related parties			-				(19,776	)
Total other income (expenses)			(21,048	)			(39,071	)
Income tax expense			-				-
Net loss		$	(499,091	)		$	(536,264	)

During the six months ended July 31, 2026, the Company generated net revenue of $2,205, compared to $nil during the six months ended July 31, 2025. The Company commenced limited revenue-generating operations through its Herbo Pay platform during the three months ended April 30, 2026, and revenue for the current six-month period comprised transaction and processing revenue earned on a net basis through that platform, together with design, testing and hosting fees. Customer deposits reflected on the Company's balance sheets represent prefunded balances held for future platform usage and do not represent earned revenue until the related services are provided.

During the six months ended July 31, 2026 and 2025, the Company incurred total operating expenses of $480,248 and $497,193, respectively, a decrease of $16,945. Management and consulting fees were $245,000 (2026) and $251,000 (2025). Research, development, and promotion expense decreased to $140,738 (2026) from $178,770 (2025), reflecting fewer hours allocated to the Company's software development in the current period. Legal, accounting and audit fees increased to $54,617 (2026) from $37,790 (2025) as a result of increased audit, accounting and legal costs incurred in the period. Office supplies and other general expenses were $26,004 (2026), compared to $29,633 (2025). The Company also recorded amortization expense of $13,889 (2026) and $nil (2025) following the commencement of amortization of its eXPO software intangible asset on March 1, 2026.

The Company recorded total other expenses of $21,048 during the six months ended July 31, 2026, consisting entirely of interest expense, compared to $39,071 during the six months ended July 31, 2025, which comprised interest expense of $19,295 and interest expense on related party obligations of $19,776. The decrease reflects the extinguishment, during the year ended January 31, 2026, of substantially all of the Company's interest-bearing obligations other than the $350,000 promissory note, which remains outstanding and in default.

The net loss for the six months ended July 31, 2026 was $499,091, compared to a net loss of $536,264 for the six months ended July 31, 2025, a decrease of $37,173. The decrease reflects the $18,023 reduction in other expenses, the $16,945 decrease in total operating expenses and the $2,205 of revenue recognized in the current period.

Currently, a significant portion of the Company's total operating expenses are management and consulting fees and research and development costs incurred to bring the Company's software platforms to market, including programming of technology, build-out of customer infrastructure, development of training materials, generation of marketing materials, and efforts to present the Company's products before regulators in various jurisdictions.

Statements of Cash Flows for the Six Months ended July 31, 2026 and 2025

During the six months ended July 31, 2026, the Company used net cash in operating activities of $17,148, compared to $162,482 during the six months ended July 31, 2025. Net cash used in operating activities during the current period reflected the net loss of $499,091, adjusted for non-cash amortization of $13,889 and net increases in accounts payable and accrued expenses ($125,629), related party payables ($300,530) and customer deposits ($7,442), together with a decrease in prepaid expenses of $36,250 and an increase in accounts receivable of $1,797.

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The Company had no investing activities during either period.

The Company had no financing activities during the six months ended July 31, 2026, compared to $162,763 of net cash provided by financing activities during the six months ended July 31, 2025, which consisted of advances from related party loans.

As a result, cash decreased by $17,148 during the six months ended July 31, 2026 (2025 - an increase of $281), and the Company had cash of $15,551 at July 31, 2026 (January 31, 2026 - $32,699).

Plan of Operation

The Company continues to develop and commercialize its Herbo ERP and Herbo Pay software platforms for use by businesses operating in regulated and operationally complex industries. During the six months ended July 31, 2026, the Company continued to incur costs to expand and develop its software suite and continued limited revenue-generating operations. The Company's need for ongoing capital by way of loans, sales of equity and/or convertible notes is expected to continue during the current fiscal year until the Company is able to establish revenues from operations sufficient to cover its operational overhead. The Company has relied heavily on loans and advances from related parties in recent periods. There are no assurances additional capital will be available to the Company on acceptable terms, or at all.

Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, and contingent liabilities, which could materially adversely affect the Company's business, results of operations and financial condition. Any future funding might require the Company to obtain additional equity or debt financing, which might not be available on terms favorable to the Company, or at all, and such financing, if available, might be dilutive.

Going Concern

These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. 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 of July 31, 2026, the Company had a working capital deficit of $1,654,166 and an accumulated deficit of $69,783,144. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company's ability to continue as a going concern.

The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Liquidity and Capital Resources

As of July 31, 2026 and January 31, 2026, the Company had $15,551 and $32,699 in cash, respectively, and total current assets of $19,223 and $70,824, respectively. As of July 31, 2026 and January 31, 2026, the Company had an intangible asset, net, of $86,111 and $100,000, respectively, and total assets of $105,334 and $170,824, respectively. Total liabilities at July 31, 2026 and January 31, 2026 were $1,673,389 and $1,239,788, respectively. The Company has insufficient funds to meet its ongoing operations and has historically been funded through loans and advances from its sole officer, Mr. Michael Rountree.

The Company has limited financial resources available outside loans and advances from its officers and directors. There can be no guarantee the Company will continue to receive proceeds from loans, related party advances or other financing sufficient to meet its ongoing operational overhead as it continues to implement its business plan. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. Additional working capital may be sought through debt or equity private placements, notes payable to related parties or other available funding sources, or a combination of these. The ability to raise necessary financing will depend on many factors, including economic and market conditions prevailing at the time financing is sought. There is no guarantee the Company will be able to obtain financing if and when required.

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Future Financings

We anticipate continuing to rely on related party and third-party loans and equity sales of our common shares and/or shares for services rendered in order to continue to fund our business operations in the event of ongoing operational shortfalls. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our operations.

Contractual Obligations

As a "smaller reporting company," the Company is not required to provide tabular disclosure of contractual obligations.

Off-Balance Sheet Arrangements

The Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

The preparation of the Company's unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. The Company believes that understanding the basis and nature of the estimates and assumptions involved with the following aspects of its financial statements is critical to an understanding of its financial statements.

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. 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.

Intangible Assets

The Company's intangible asset consists of the eXPO software platform, which is recorded at cost and tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Amortization is recorded on a straight-line basis over the asset's estimated three-year useful life, commencing March 1, 2026, the date the asset was placed in service. No impairment was recognized during the six months ended July 31, 2026.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606. Transaction and processing revenue generated through the Herbo Pay platform is recognized on a net basis, as the Company acts as an agent in arranging payment processing services that are controlled by third-party sponsor banks and card networks. Revenue is recognized at the point in time a transaction is authorized and executed. Amounts received from customers in advance of the related services being provided are recorded as customer deposits, a current liability, until the related performance obligations are satisfied.

Going Concern

The preparation of the Company's financial statements requires management to assess the Company's ability to continue as a going concern within one year after the date the financial statements are issued. As described above and in Note 1 to the financial statements, substantial doubt exists regarding the Company's ability to continue as a going concern.

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Recently Issued Accounting Pronouncements

During the periods presented, the Company adopted ASU 2023-07 (Segment Reporting), ASU 2023-09 (Income Taxes), ASU 2025-05 (Credit Losses), and ASU 2020-06 (Convertible Instruments), none of which had a material impact on its condensed consolidated financial statements. The Company is evaluating the impact of recently issued standards that are not yet effective, including ASU 2024-03 (Disaggregation of Income Statement Expenses), ASU 2025-06 (Internal-Use Software), and ASU 2025-11 (Interim Reporting). See Note 2 to the unaudited condensed consolidated financial statements for additional information.