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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 26, 2025

 

Commission File No. 000-55000

 

EARTH SCIENCE TECH, INC.

(Exact name of registrant as specified in its charter)

 

florida   45-4267181
(State or other jurisdiction   (I.R.S. Employer
of incorporation or organization)   Identification No.)

 

8950 SW 74 th CT

Suite 1401

Miami, FL 33156, USA

(Address of principal executive offices, zip code)

 

(305) 724-5684

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of Each Class   Trading Symbol   Name of each exchange on which registered
Common Stock $0.001 par value   ETST   Over the Counter Bulletin Board

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition

 

On June 26, 2025, Earth Science Tech, Inc., a Florida corporation (the “Company”), issued a press release announcing its financial results and condition as of and for the fiscal year ended March 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1. Additionally, a presentation summarizing the Company’s financial results for the same period is furnished herewith as Exhibit 99.2.

 

Exhibits 99.1 and 99.2 contain certain financial information that has not been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), including references to non-GAAP financial measures and forward-looking financial guidance. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are included in the data tables at the end of each exhibit. These non-GAAP financial measures are presented as supplemental information and should not be considered a substitute for, or superior to, the financial measures prepared in accordance with GAAP.

 

The information contained in this Item 2.02, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference in such filing.

 

Item 7.01 Regulation FD Disclosure

 

The information set forth in Item 2.02 above is incorporated by reference into this Item 7.01 in its entirety.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits – The following exhibits are filed as part of this report:

 

Exhibit No.   Description
     
99.1   Press release dated June 26, 2025
     
99.2   March 31, 2025, Financials Results Presentation
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  EARTH SCIENCE TECH, INC.
     
Dated: June 26, 2025 By: /s/ Giorgio R. Saumat
    Giorgio R. Saumat
  Its: CEO and Chairman of the Board

 

 

 

 

Exhibit 99.1

 

Earth Science Tech, Inc. Reports Fiscal Year-End Results for March 31, 2025, with Revenue Exceeding $33.1 Million and Net Profit of $3.2 Million

 

Miami, FL, June 26, 2025, Earth Science Tech, Inc. (OTC: ETST) (“ETST” or “Company”), a strategic holding company, focused on value creation through the acquisition, operational optimization, and management of its operating businesses, today shares its financial results for the year ended March 31, 2025.

 

For the fiscal year ended March 31, 2025, the Company reported the following results:

 

  Cash: $1,473,228, compared to $697,721 as of March 31, 2024—an increase of $775,507, representing a 111.15% year-over-year improvement.
     
  Total Assets: $7,066,721, compared to $3,881,336 as of March 31, 2024—an increase of $3,185,385, representing an 82.07% year-over-year improvement.
     
  Revenue: $33,117,624, compared to $11,953,635 for the year ended March 31, 2024—an increase of $21,163,989, representing a 177.05% year-over-year improvement.
     
  Gross Profit: $24,300,136, compared to $7,828,496 for the year ended March 31, 2024—an increase of $16,471,640, representing a 210.41% year-over-year improvement.
     
  Net Profit: $3,253,635, compared to $812,139 for the year ended March 31, 2024—an increase of $2,441,496, representing a 300.63% year-over-year improvement.
     
  Outstanding Shares: 295,347,903 shares of common stock issued and outstanding, compared to 309,981,819 shares as of March 31, 2024—a reduction of 14,633,916 shares, representing a 4.72% decrease in shares outstanding.

 

About Earth Science Tech, Inc.

 

Earth Science Tech, Inc. operates as a strategic holding company, focused on value creation through the acquisition, operational optimization, and management of its operating businesses. The Company’s current operations include compounding pharmaceuticals, telemedicine and real estate development through its wholly owned subsidiaries: RxCompoundStore.com, LLC, Peaks Curative, LLC, Avenvi, LLC, Mister Meds, LLC (“Mister Meds”), and Earth Science Foundation, Inc., Las Villas Health Care, Inc., DOConsultations, LLC., and an 80% interest in MagneChef.

 

To learn more, please visit: www.EarthScienceTech.com

 

RxCompoundStore.com, LLC.

 

RxCompoundStore.Com, based in Miami, Florida, is a fully licensed compounding pharmacy authorized to fulfill prescriptions in the following states and territories: Arizona, Colorado, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Maine, Maryland, Minnesota, Missouri, Nevada, New Jersey, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, Rhode Island, Utah, Wisconsin and Puerto Rico. RxCompound is actively pursuing licensure in the remaining U.S. states.

 

To learn more please visit: www.RxCompoundStore.com

 

MisterMeds, LLC.

 

Mister Meds, acquired on October 1, 2024, is in Abilene, Texas. The pharmacy received full compounding licensure in March 2025. It operates out of a 5,000 sq. ft. facility owned by Avenvi and includes advanced sterile compounding capabilities with both positive and negative pressure environments, as well as hazardous drug handling. Mister Meds is currently applying for licensure in states not yet serviced by RxCompound.

 

To learn more please visit: www.mistermeds.com

 

 

 

 

Peaks Curative, LLC.

 

Peaks is a telemedicine referral platform offering asynchronous consultations for Peaks-branded compounded medications prepared at RxCompound and Mister Meds. The platform operates in states where either pharmacy is licensed. Through the development of its own healthcare provider network, MyOnlineConsultation.com, and ongoing licensure expansion for both pharmacies, Peaks aims to offer services nationwide. In addition, the company has recently expanded into the veterinary market through the acquisition of Zoolzy.com.

 

To learn more please visit: www.PeaksCurative.com

 

Las Villas Health Care, Inc.

 

Las Villas is a brick-and-mortar healthcare facility dedicated to the Spanish speaking community. Our expert-led services include advanced sexual health treatments, and customized solutions to enhance physical performance. We combine compassionate, personalized care with clear, trustworthy education—empowering you to take control of your health with confidence.

 

To learn more please visit: https://villashealth.com

 

Doconsultation.com, LLC.

 

Doconsultation was born with a passion to modernize the availability and delivery of home therapies. DOConsultations providers tailor a medication plan around your health and wellness goals and follow up with our patients to ensure results, while our partner pharmacies conveniently ship directly to your door.

 

To learn more please visit: https://doconsultations.com/

 

Avenvi, LLC.

 

Avenvi is a diversified real estate company engaged in development, asset management, and financing. With a growing portfolio of real estate holdings, Avenvi provides turnkey solutions from development to end-user financing. It also manages investment activities for ETST and oversees the Company’s ongoing $5 million share repurchase program.

 

To learn more please visit: www.avenvi.com

 

 

 

 

MagneChef

 

MagneChef is a direct-to-consumer retail brand. Utilizing its patents and intellectual properties, the company aims to develop new products that can be marketed and sold online. Currently, the company has developed products for cooking. MagneChef is in the process of expanding its product line for new offerings that incorporate its intellectual property.

 

To learn more please visit: https://magnechef.com/

 

About Earth Science Foundation, Inc.

 

Earth Science Foundation Inc. a 501(c)(3) nonprofit organization incorporated on February 11, 2019, is the charitable arm of ETST. ESF accepts grants and donations to assist individuals who need financial support for prescription costs at both RxCompound and Mister Meds.

 

SAFE HARBOR ACT: Forward-Looking Statements. Except for historical information, the matters discussed herein may be considered “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended.

 

Such statements include declarations regarding the intent, belief or current expectations of the Company and its management, including, without limitation, future-oriented statements related to cash flow, gross margins, revenues, and expenses. These statements are based on and reflect our current expectations, estimates, assumptions and/or projections, our perception of historical trends and current conditions, as well as other factors that we believe are appropriate and reasonable under the circumstances. Forward-looking statements generally can be identified by the fact that they do not relate strictly to historical or current facts. They may include forward-looking words such as “expect,” “expectation,” “believe,” “anticipate,” “may,” “could,” “intend,” “belief,” “plan,” “estimate,” “target,” “predict,” “likely,” “seek,” “project,” “model,” “ongoing,” “will,” “should,” “forecast,” “outlook” or similar terminology. Forward-looking statements are subject to a number of risks and uncertainties that may cause the Company’s actual results to differ materially from our intent, belief or current expectations, including, inter alia, the markets for the Company’s products and services, costs of goods and services, other expenses, government regulations, litigations, and general business conditions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

 

Company Contact:
Giorgio R. Saumat
CEO and Chairman of the Board
(305) 724-5684
[email protected]

 

 

 

 

Exhibit 99.2

 

June 25th, 2025

 

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Symbol: ETST

Fiscal Year Ends: March 31st

 

Business Summary:

 

Earth Science Tech, Inc. operates as a strategic holding company, focused on value creation through the acquisition, operational optimization, and management of its operating businesses. The Company’s current operations include compounding pharmaceuticals, telemedicine and real estate development through its wholly owned subsidiaries: RxCompoundStore.com, LLC, Peaks Curative, LLC (“Peaks”), Avenvi, LLC, Mister Meds, LLC, and Earth Science Foundation, Inc. Subsequent to the reporting period, the Company acquired 100% of Las Villas Health Care, Inc., DOConsultations, LLC, and an 80% interest in MagneChef.

 

Executives: Board Of Directors:
  Giorgio R. Saumat - CEO   Giorgio R. Saumat - Chairman
  Mario G. Tabraue - COO   Mario G. Tabraue - Director
  Ernesto L. Flores - CFO / Treasurer   Yovan Sanchez - Director
  Christopher Rose - CTO   Jeff P.H. Cazeau, JD - Independent Director
  Victoria Losada - Secretary   Emiliano Curia, MD - Independent Director
        Ernesto L. Flores - Director
Audit Committee:   Victoria Losada - Director
  Jeff P.H. Cazeau - Chairman      
  Emiliano Curia, MD      
  Ernesto L. Flores Auditing Firm:
        Stephano Slack, LLC
Compensation Committee:   125 Strafford Avenue, Suite 200
  Ernesto L. Flores - Chairman   Wayne, Pennsylvania 19087
  Victoria Losada      
  Emiliano Curia, MD Securities Counsel:
          Carl P. Rano, Esq.
Contact Information:     2733 East Vista Drive
  Giorgio R. Saumat     Phoenix, Arizona 85032
    CEO and Chairman of the Board      
      Transfer Agent:
    8950 SW 74th CT     Continental Stock Transfer and Trust
    Suite 1401     1 State Street, 30th Floor
    Miami, FL 33156     New York, New York 10004-1561
           
    (305) 724-5684 Website:
    [email protected]     http://www.EarthScienceTech.Com

 

 
June 25th, 2025

 

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Safe Harbor

 

Forward-Looking Statements. Except for historical information, the matters discussed herein may be considered “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended.

 

Such statements include declarations regarding the intent, belief or current expectations of the Company and its management, including, without limitation, future-oriented statements related to cash flow, gross margins, revenues, and expenses. These statements are based on and reflect our current expectations, estimates, assumptions and/or projections, our perception of historical trends and current conditions, as well as other factors that we believe are appropriate and reasonable under the circumstances. Forward-looking statements generally can be identified by the fact that they do not relate strictly to historical or current facts. They may include forward-looking words such as “expect,” “expectation,” “believe,” “anticipate,” “may,” “could,” “intend,” “belief,” “plan,” “estimate,” “target,” “predict,” “likely,” “seek,” “project,” “model,” “ongoing,” “will,” “should,” “forecast,” “outlook” or similar terminology. Forward-looking statements are subject to a number of risks and uncertainties that may cause the Company’s actual results to differ materially from our intent, belief or current expectations, including, inter alia, the markets for the Company’s products and services, costs of goods and services, other expenses, government regulations, litigations, and general business conditions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

 

 
June 25th, 2025

 

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Brief History

 

Founded on April 23, 2010, the company faced major challenges, including a $4 million judgment in the CBD sector that led to receivership. In a bid to recover, it acquired two small businesses—RxCompoundStore.com (RXCS) and Peaks Curative (PEAKS)—from Mario Guillermo Tabraue, now COO, via a debt note.

 

To exit receivership, the company needed funding and a repayment plan. Tabraue turned to longtime friend Giorgio R. Saumat, who offered a $350,000 convertible note. However, the company struggled under its debt and was near bankruptcy by September 2022.

 

On September 30, after a critical conversation, Saumat agreed to step in under strict terms: full control of Series B Preferred Stock, conversion of all partner debts to equity, direct negotiations with creditors, and appointment as Chairman. Tabraue agreed, and within a week, Saumat had secured most outstanding debt and converted it into equity.

 

From late 2022 into 2023, Saumat and Tabraue focused on building RXCS and relaunching PEAKS. Saumat became CEO in February 2023, and by mid-year, the company saw strong growth, expanded operations, and cleared all debt by December.

 

In 2024, RXCS and PEAKS thrived, and on October 1, the company acquired Mister Meds and Avenvi to further boost value. Subsequent to the reporting period, in April, 2025, the Company acquired 100% of Las Villas Health Care, Inc., DOConsultations, LLC, and an 80% interest in MagneChef.

 

 
June 25th, 2025

 

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Capital Structure

 

As of:  12/31/2023   03/31/2024   06/30/2024   09/30/2024   12/31/2024   03/31/2025 
Authorized   750,000,000    350,000,000    350,000,000    350,000,000    350,000,000    350,000,000 
Outstanding   314,850,730    309,981,819    309,050,711    303,635,893    302,664,571    295,347,903 
Float   31,944,230    37,634,230    38,071,051    36,796,263    36,440,296    36,440,296 

 

As of June 20th, 2025: O/S Shares: 294,297,607 Float: 35,390,000

 

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June 25th, 2025

 

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Subsidiaries

 

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RxCompoundStore.Com, based in Miami, Florida, is a fully licensed compounding pharmacy authorized to fulfill prescriptions in the following states and territories: Arizona, Colorado, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Maine, Maryland, Minnesota, Missouri, Nevada, New Jersey, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, Rhode Island, Utah, Wisconsin and Puerto Rico. RxCompound is actively pursuing licensure in the remaining U.S. states.

 

 

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Mister Meds, acquired on October 1, 2024, is in Abilene, Texas. The pharmacy received full compounding licensure in March 2025. It operates out of a 5,000 sq. ft. facility owned by Avenvi and includes advanced sterile compounding capabilities with both positive and negative pressure environments, as well as hazardous drug handling. Mister Meds is currently applying for licensure in states not yet serviced by RxCompound.

 

 

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June 25th, 2025

 

Peaks is a telemedicine referral platform offering asynchronous consultations for Peaks-branded compounded medications prepared at RxCompound and Mister Meds. The platform operates in states where either pharmacy is licensed. Through the development of its own healthcare provider network, MyOnlineConsultation.com, and ongoing licensure expansion for both pharmacies, Peaks aims to offer services nationwide. In addition, the company has recently expanded into the veterinary market through the acquisition of Zoolzy.com.

 

 

DOConsultation was born with a passion to modernize the availability and delivery of home therapies. DOConsultations providers tailor a medication plan around your health and wellness goals and follow up with our patients to ensure results, while our partner pharmacies conveniently ship directly to your door.

 

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Las Villas is a brick-and-mortar healthcare facility dedicated to the Spanish speaking community. Our expert-led services include advanced sexual health treatments, and customized solutions to enhance physical performance. We combine compassionate, personalized care with clear, trustworthy education—empowering you to take control of your health with confidence.

 

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Avenvi is a diversified real estate company engaged in development, asset management, and financing. With a growing portfolio of real estate holdings, Avenvi provides turnkey solutions from development to end-user financing. It also manages investment activities for ETST and oversees the Company’s ongoing $5 million share repurchase program.

 

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MagneChef is a direct-to-consumer retail brand. Utilizing its patents and intellectual properties, the company aims to develop new products that can be marketed and sold online. Currently, the company has developed products for cooking. MagneChef is in the process of expanding its product line for new offerings that incorporate its intellectual property.

 

Earth Science

Foundation

 

Earth Science Foundation Inc. a 501(c)(3) nonprofit organization incorporated on February 11, 2019, is the charitable arm of ETST. ESF accepts grants and donations to assist individuals who need financial support for prescription costs at both RxCompound and Mister Meds.

 

 
June 25th, 2025

 

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Financial Performance

 

Annual Revenue (In Millions)

 

Period ended:  3/31/2023   3/31/2024   3/31/2025 
   .04    11.95    33.11 

 

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June 25th, 2025

 

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Annual Gross Profit (In Millions)

 

Period ended:  3/31/2023   3/31/2024   3/31/2025 
   .02    7.82    24.3 

 

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June 25th, 2025

 

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Annual Total Assets (In Millions)

 

Period ended:  3/31/2023   3/31/2024   3/31/2025 
    2.72    3.88    7.06 

 

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June 25th, 2025

 

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Annual Stockholders’ Equity (In Millions)

 

Period ended:  3/31/2023   3/31/2024   3/31/2025 
    1.11    2.24    3.85 

 

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June 25th, 2025

 

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Annual Cash (In Millions)

 

Period ended:  3/31/2023   3/31/2024   3/31/2025 
   0.035    0.69    1.47 

 

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June 25th, 2025

 

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Annual Employee Count Across All Subsidiaries

 

Period ended:  3/31/2023   3/31/2024   03/31/2025 
    13    36    76 

 

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June 25th, 2025

 

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Projections (In Millions)

 

FY Ending: 

3/31/2023

(Actual)

  

3/31/2024

(Actual)

  

3/31/2025

(Actual)

 
Revenue*   0.048*   11.953*   33.11*
Cash/Equivalents*   0.0313*   0.0316*   2.17*
Cash(Equiv)/Share  $0.000   $0.000   $0.007**
EPS  $-0.003   $.003   $0.011**
P/E Ratio   0    22.33    13.64**

*In Millions

**Based on Current Price of $0.15 & Current O/S Count of 294,297,607 shares

 

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June 25th, 2025

 

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*Based on Current O/S Count of 294,297,607 shares

 

 
June 25th, 2025

 

 

*Based on Current Price of $0.12 & Current O/S Count of 294,297,607 shares

 

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*Based on Current Price of $0.12 & Current O/S Count of 294,297,607 shares

 

 
June 25th, 2025

 

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Notable Events

 

Date   News/Disclosure
     
05/06/2025   8-K: ETST Shares Annual Letter From The CEO
     
04/07/2025   8-K: ETST Completes Acquisitions and engages new Audit Firm
     
03/19/2025   8-K: ETST Extends Employment Agreement with CFO and CTO
     
03/11/2025   8-K: ETST Amends Acquisition Agreement for Las Villas Healthcare, LLC and DOConsultations.Com, LLC
     
02/14/2025   10-Q: ETST Files 3rd Quarter Earnings Report (Unaudited)
     
02/04/2025   8-K: ETST Agrees to Acquire Las Villas Healthcare, LLC; DOConsultaions.Com, LLC and Magnefuse, LLC
     
12/30/2024   8-K: ETST Expands Board of Directors to 7 Members, Creates Compensation Committee and Renegotiates Executive Compensation for CEO and COO
     
11/14/2024   10-Q: ETST Files 2nd Quarter Earnings Report (Unaudited)
     
10/07/2024   8-K: ETST Acquires Avenvi, LLC, Mister Meds, LLC and Zoolzy.Com
     
07/29/2024   10-Q: ETST Files 1st Quarter Earnings Report (Unaudited)
     
06/28/2024   10-K: ETST Files FY Ending March 31st, 2024 Annual Report (Audited)
     
04/29/2024   8-K: ETST Shares Annual Letter From The CEO
     
04/19/2024   8-K: ETST Hires Chief Technology Officer (CTO)
     
03/05/2024   8-K: ETST Hires New Chief Financial Officer (CFO)
     
02/21/2024   8-K: ETST Engages New Auditor - Assurance Dimensions
     
02/20/2024   8-K: ETST Files 3rd Quarter Earnings Report (Unaudited)
     
01/29/2024   8-K: ETST Board of Directors Authorizes $5 Million Share Repurchase Program
     
01/09/2024   8-K: ETST Reduces Authorized Share Count
     
11/13/2023   8-K: ETST Files 2nd Quarter Earnings Report (Unaudited)
     
11/08/2023   8-K: ETST Expands Board of Directors to 5 Members
     
08/09/2023   8-K: ETST Launches DocProtocol.Com
     
07/27/2023   8-K: ETST Files 1st Quarter Earnings Report (Unaudited)
     
06/20/2023   8-K: ETST Files FY Ending March 31st, 2023 Annual Report (Audited)
     
02/10/2023   10-Q: ETST Files 3rd Quarter Earning Report (Unaudited)
     
11/14/2022   10-Q: ETST Files 2nd Quarter Earnings Report (Unaudited)
     
11/08/2022   8-K: ETST Completes Acquisition of RxCompoundStore.Com and Peaks Curative
     
10/28/2022   8-K: ETST Settles Debt, Giorgio R. Saumat Acquires 100% of Series B Preferred Stock
     
08/15/2022   10-Q: ETST Files 1st Quarter Earnings Report (Unaudited)