Quarterly Report for Quarter Ending 2025-07-31 (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 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.

The following discussion contains forward-looking statements that reflect the Company's plans, estimates and beliefs. The Company's actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this quarterly report. All adjustments necessary for a fair statement of the results for the interim periods have been made, and all adjustments are of a normal recurring nature.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to "common shares" refer to the common shares in the Company's capital stock.

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. seeks to provide a 360-degree ecosystem that connects B2B (business-to-business), B2C (business-to-consumer) and B2G (business-to-government) segments together through technology offerings that include: business location directory, localized digital communications between consumers and business operators, social networking, e-commerce connected inventory management/selection, payment facilitation and cash management. This unique end-to-end offering enables traditional B2B manufacturers with opportunities to directly engage and sell to consumers seamlessly and efficiently.

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The Company's cloud-based ERP platform ("Herbo") has proprietary financial accounting and inventory management capabilities, and when combined with its financial services platform ("Herbo Pay"), provides enhanced tracking and traceability to support the unique compliance requirements of regulated, cash-intensive industries such as cannabis and CBD. Herbo has a comprehensive, end-to-end business commerce solution to service vertically integrated businesses, and the Company intends to promote its ERP and financial services platform to other regulated industries such as gaming, firearm and ammunition, and highly complex industries such as oil and gas.

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

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

We currently have no revenue and are actively seeking users of our software; Mr. Rountree is pursuing opportunities with state legislature in states where cannabis is legal. Additionally, Mr. Rountree is actively searching out businesses that would benefit from using the Herbo ERP and HerboPay financial software.

Results of Operations

Overview of Current Operations

Three months ended July 31, 2025, and 2024

		For the Three Months Ended July 31,
		2025				2024
Revenue		$	-			$	-
Operating Expenses
Cost of revenue
Depreciation
Legal, accounting and audit fees			20,331				15,500
Management and consulting fees			125,500				126,781
Research, development, and promotion			80,053				82,087
Office supplies and other general expenses			17,014				5,556
Total operating expenses			242,898				229,924
Net operating loss			(242,898	)			(229,924	)
Other income (expenses)
Interest expense			(9,807	)			(8,957	)
Interest expense, related parties			(10,138	)			(10,214	)
Total other income (expenses)			(19,945	)			(19,171	)
Net loss		$	(262,843	)		$	(249,095	)

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During each of the three months ending July 31, 2025, and 2024, the Company has generated $0 in total revenue.

During the three months ended July 31, 2025, and 2024, the Company incurred total operating expenses of $242,898 and $229,924 respectively. Management and consulting fees of $125,500 (2025) and $126,781 (2024) remained relatively unchanged during each of the three months ending July 31, 2025 and 2024. Amounts incurred for accounting, audit and legal fees increased over the period and totaled $20,331 (2025) from $15,500 (2024). This increase was mainly due to an increase in legal fees in the 2025 quarter, offset by a slight decrease in accounting fees. During the three months ended July 31, 2025 and 2024 research and development fees incurred were $80,053 and $82,087 respectively as the Company continued to process upgrades to its software suite. Fees decreased slightly over the comparative periods as a result of fewer man hours allocated to research and development in the current three-month period ended July 31, 2025. Other operating and general and administrative expenses increased over the comparative periods from $5,556 in the three months ended July 31, 2024, to $17,014 for the three months ended July 31, 2025, mainly due to an increase in filing fees for SEC filing fees and OTCMarkets.

The Company recorded cumulative interest expenses of $19,945 and $19,171 in respect of certain convertible notes and other loan agreements, respectively during the three months ending July 31, 2025, and 2024, respectively.

The net loss for the three months ending July 31, 2024, was $249,095, as compared to a loss of $262,843 in the three months ended July 31, 2025.

Currently a significant portion of our total operating expenses are from management and consultant fees. Several costs have been incurred in order to bring our regulatory product to market, including programming of technology, build out of needed infrastructure for customers including sand-boxes, build out of training materials including educational and instructional videos which are housed within our website, generation of marketing materials, as well as efforts to meet, and present, our product before various regulators in various jurisdictions, both foreign and domestic.

Six months ended July 31, 2025, and 2024

		For the Six Months Ended July 31,
		2025				2024
Revenue		$	-			$	-
Operating Expenses
Cost of revenue
Depreciation
Legal, accounting and audit fees			37,790				67,310
Management and consulting fees			251,000				252,281
Research, development, and promotion			178,770				165,959
Office supplies and other general expenses			29,633				20,437
Total operating expenses			497,193				505,987
Net operating loss			(497,193	)			(505,987	)
Other income (expenses)
Interest expense			(19,295	)			(18,551	)
Interest expense, related parties			(19,776	)			(19,170	)
Total other income (expenses)			(39,071	)			(37,721	)
Net loss		$	(536,264	)		$	(543,708	)

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During each of the six months ended July 31, 2025, and 2024, the Company has generated $0 in total revenue.

During the six months ending July 31, 2025, and 2024, the Company incurred total operating expenses of $497,193 and $505,987 respectively. During the six months ending July 31, 2025, management and consulting fees stayed relatively constant at $251,000 for the six months ending July 31, 2025, and $252,281 for the six months ending July 31, 2024. Amounts incurred for accounting, audit and legal fees decreased over the period and totaled $37,790 (2025) from $67,310 (2024). This decrease was mainly due to a substantial decrease in accounting and audit fees in the current six-month period. During the six months ending July 31, 2025, and 2024 research and development fees incurred were $178,770 and $165,959 respectively as the Company continued to perform upgrades to its software suite. Fees increased slightly over the comparative periods as a result of additional required man hours allocated to research and development in the current six-month period ended July 31, 2025. Other operating and general and administrative expenses increased slightly period over period from $20,437 in the six months ending July 31, 2024, to $29,633 for the six months ending July 31, 2025, mainly due to an increase in filing fees relating to SEC filings and OTC Markets.

The Company recorded cumulative interest expenses of $39,071 and $37,721 in respect of certain convertible notes and other loan agreements, respectively during the six months ended July 31, 2025, and 2024, respectively.

The net loss for the six months ending July 31, 2024, was $543,708, as compared to a loss of $536,264 in the six months ended July 31, 2025.

Currently a significant portion of our total operating expenses are from management and consultant fees. Several costs have been incurred in order to bring our regulatory product to market, including programming of technology, build out of needed infrastructure for customers including sand-boxes, build out of training materials including educational and instructional videos which are housed within our website, generation of marketing materials, as well as efforts to meet, and present, our product before various regulators in various jurisdictions, both foreign and domestic.

Statements of Cash Flows for the Six Months ended July 31, 2025, and 2024

The Company used net cash in operations of $162,482 and $138,980 respectively during the six-month periods ended July 31, 2025, and 2024 predominantly as a result of our net loss offset by a slight decrease in accounts payable and accrued expenses over the comparatives periods from $245,548 (2024) to $215,745 (2025), and a further slight decrease in related party payables from $159,180 (2024) to $155,067 (2025). The Company received cash from financing activities for the six months ended July 31, 2025, and 2024 of $162,763 (2025) and $141,619 (2024), as a result of proceeds from related party loans.

Plan of Operation

The Company changed the focus of its business at the close of fiscal 2016 to operate in the eco-friendly technology sector using social media sites and offering apps to generate advertising revenues and download fees, and to development certain enterprise software for the cannabis industry. During fiscal 2017 the Company laid the groundwork for income generation from these services by investing in ongoing development of its applications, websites and visibility in both the local and global market. The Company has invested heavily in advertising to allow its applications and ecommerce website visibility on a global stage. During fiscal 2018 we further added to our business portfolio with the acquisition of Ga-Du corporation and its in-house software offerings.

In each of the years ended January 31, 2021, through 2025, and in the six months ended July 31, 2025, the Company has continued to incur costs to expand and develop its Herbo software suite of offerings. The Company's need for ongoing capital by way of loans, sale of equity and/or convertible notes is expected to continue during the current fiscal year until we can establish revenues from operations to cover all operational overhead. We have also had to rely heavily on loans from related parties in our most recently completed fiscal years as we work to have our shares returned for quotation on the OTC Markets. There are no assurances additional capital will be available to the Company on acceptable terms or that this equity line will be available to us when needed.

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Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, 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 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, 2025, the Company had a working capital deficit of $17,198,536 and an accumulated deficit of $79,262,536. 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 consolidated financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of 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, 2025, and January 31, 2025, the Company had $3,098 and $2,817, in cash and $1,485 and $4,455 in prepaid expenses for total current assets of $4,583 and $7,272, respectively. As at July 31, 2025, and January 31, 2025, the Company had intangible assets of $100,000. At each of July 31, 2025, and January 31, 2025, the Company had total assets of $104,583 and $107,272, respectively. Total liabilities at July 31, 2025, and January 31, 2025, were $17,203,119 and $16,669,544 respectively. The Company has insufficient funds to meet its ongoing operations and is currently funded through loans and advances from our CEO and CFO, Mr. Michael Rountree.

The Company has limited financial resources available outside loans from its officers and directors and funds it has previously obtained through the use of convertible notes and loans from related parties. There can be no guarantee the Company will continue to receive proceeds from loans, related party advances or convertible notes sufficient to meet its ongoing operational overheads as we continue to implement our business plan. While we generated modest revenue in fiscal 2022, we did not report any revenue in fiscal 2025 or in the six months ended July 31, 2025, as we continued to enhance our software suite and we do not yet have resources to meet our operational shortfalls. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. As noted, additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders), or from other available funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. During the most recently completed fiscal year management has obtained additional funding with success, however there is no guarantee we will be able to continue to obtain financing if and when required. The current economic downturn may make it difficult to find new capital sources for the Company should they be required.

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 research and development activities.

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Contractual Obligations

As a "smaller reporting company", the Company is not required to provide tabular disclosure 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 discussion and analysis of the Company's financial condition and results of operations are based upon the Company's consolidated audited financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. The Company believes that understanding the basis and nature of the estimates and assumptions involved with the following aspects of the Company's financial statements is critical to an understanding of its consolidated 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 related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net income. A cumulative total of $975,000 has been reclassified on the Company's balance sheets as of July 31, 2025 and January 31, 2025 from Accounts Payable and Accrued Expenses as to $255,000 and Related Party Payables as to $720,000 to Liabilities held on divestiture in order to reflect the liabilities assumed by the Company upon dissolution of subsidiary Ga-Du (ref: Note 3 in the Company financial statements).

Convertible Debt and Beneficial Conversion Features

The Company evaluates embedded conversion features within convertible debt under ASC 815 "Derivatives and Hedging" to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration of any beneficial conversion features.

Stock Settled Debt

In certain instances, the Company will issue convertible notes which contain a provision in which the price of the conversion feature is priced at a fixed discount to the trading price of the Company's common shares as traded in the over-the-counter market. In these instances, the Company records a liability, in addition to the principal amount of the convertible note, as stock-settled debt for the fixed value transferred to the convertible note holder from the fixed discount conversion feature. As of July 31, 2025, and January 31, 2025, $248,432 for the value of the stock settled debt for certain convertible notes is included in the "Convertible note, net" account on the balance sheet.

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Recently issued accounting pronouncements

Accounting pronouncements not listed below were assessed and determined to be not applicable or are expected to have a minimal impact on the Company's Consolidated Financial Statements.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses that are regularly provided to the chief operating decision maker ("CODM"), a description of other segment items by reportable segment, and an explanation of any additional measures the CODM uses in deciding how to allocate resources. The new guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The guidance is to be applied on a retrospective basis, with such disclosures to be made in regard to all prior periods presented in the financial statements. The Company completed its assessment and concluded this update had no material impact on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 470): Improvements to Income Tax Disclosures, which are designed to increase the transparency and decision-usefulness of income tax disclosures for financial statement users. The ASU follows investors indication and request for enhanced tax disclosures in order to better assess an entity's operations, related tax risks, jurisdictional tax exposures, and increase transparency regarding tax information through improvements to tax disclosures, specifically rate reconciliation, income taxes paid, and unrecognized tax benefits and certain temporary differences. The new guidance is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025, and early adoption is permitted. The guidance is to be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.

In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate Related Disclosures for Investors, which requires registrants to disclose climate-related information in registration statements and annual reports. The new rules would be effective for annual reporting periods beginning in fiscal year 2025. However, in April 2024, the SEC exercised its discretion to stay these rules pending the completion of judicial review of certain consolidated petitions with the United States Court of Appeals for the Eighth Circuit in connection with these rules. We are evaluating the impact of the adoption of this rule, if any, on our financial statements.