Earth Science Tech, Inc 10-K/A for FY2023
Earth Science Tech, Inc. (ETST)
About this 10-K/A
Earth Science Tech, Inc filed this 10-K/A on February 27, 2024, covering the fiscal year ended March 31, 2023 (FY2023).
Headline figures
Fiscal year ended March 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $48.54K
- up 243.7% from $14.12K a year earlier
- Net loss
- $365.41K
- compared with net income of $3.17M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
For
the fiscal year ended
OR
Commission
File No.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
(Address of principal executive offices, zip code)
(Registrant’s telephone number, including area code)
10650 NW 29th Terrace
Doral, FL 33172, USA
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(g) of the Act:
| Title of Each Class | Trading Symbol | Name of each exchange on which registered | ||
| Over the Counter Bulletin Board |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.
Yes
☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large, accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large, accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☐ | (Do not check if a smaller reporting company) | Smaller reporting company | ||
| Emerging Growth Company |
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act):
Yes
☐
The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Registrant’s
most recently completed fiscal year (March 31, 2023) was approximately $
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes
☐
The number of shares of Common Stock, $0.001 par value, outstanding on March 31, 2023, was .
APPLICABLE ONLY TO CORPORATE ISSUERS
| Audit Firm ID | Auditor Name | Auditor Location | ||
EXPLANATORY NOTE
On February 14, 2024, the Board of Directors of the Company and in consultation with the Chief Executive Officer and Chief Financial Officer, concluded that our previously issued financial statements contained errors and that investors should no longer rely upon the Company’s previously released financial statements. We subsequently determined that prior annual period financial statements should be restated in this Annual Report on Form 10-K. See Note 2 to the Consolidated Financial Statements for further information. All schedules and footnotes impacted indicate the restated amounts under the caption “Restated”.
In addition to the filing of this Form 10-K, we have evaluated the impact of the error on our quarterly reports on Form 10-Q for the quarterly periods ended June 30, 2023, September 30, 2023, and December 31, 2023. The amount of the error is less than one (1) percent of revenue resulting in no material impact on the Company’s unaudited consolidated financial statements as previously reported on form 10-Q. Therefore, no restatement is required.
This Form 10-K also reflects:
| ● | Restatement of “Financial Statements and Supplementary Data” in Item 8 for the fiscal year ended March 31, 2023. |
| ● | Conclusions regarding the effectiveness of disclosure controls and procedures in Item 9a as of March 31, 2023. |
| ● | Reports of Independent Registered Public Accounting Firm. |
The net effect of the adjustments on the Consolidated Statements of Income was to reduce the Net loss by $13,861 for the year ended March 31, 2023.
| (Increase) Decrease in Net income: | 2023 | 2022 | ||||||
| Depreciation and amortization | $ | 13,861 | $ | - | ||||
| Decrease in Net loss | $ | 13,861 | $ | - | ||||
The net effect of the adjustments on the Consolidated Balance Sheet is to reverse the amortization of Goodwill recorded on the acquired company RxCompound which was classified as an intangible asset as of March 31, 2023. The Goodwill on the balance sheet of the acquired entity has been restated to the original balance, classified as Goodwill, and will be tested annually for impairment.
The increase to accumulated deficit from the adjustments as of March 31, 2023, is as follows:
| Intangible assets, net | $ | (102,543 | ) | |
| Goodwill | 138,312 | |||
| Decrease to retained earnings | $ | 35,769 |
For discussion of the restatement adjustments, see Note 2 – Restatement of Previously Issued Financial Statements to the consolidated financial statements in this Form 10-K/A.
TABLE OF CONTENTS
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements and other information required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the Securities and Exchange Commission (the “SEC”). You may read and copy any document we file with the SEC at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549, U.S.A. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from the SEC’s internet site at http://www.sec.gov.
On our Internet website, http://www.earthsciencetech.com, we post the following recent filings as soon as reasonably practicable after they are electronically filed with or furnished to the SEC: our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.
When we use the terms “ETST”, “Company”, “we”, “our” and “us” we mean Earth Science Tech, Inc., a Florida corporation, and its consolidated subsidiaries, taken as a whole, as well as any predecessor entities, unless the context indicates otherwise.
FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K, the other reports, statements, and information that the Company has previously filed with or furnished to, or that we may subsequently file with or furnish to, the SEC, and public announcements that we have previously made or may subsequently make include, may include, or may incorporate by reference certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by that Act. To the extent that any statements made in this report contain information that is not historical, these statements are essentially forward-looking. Forward-looking statements can be identified using words such as “anticipate”, “estimate”, “plan”, “project”, “continuing”, “ongoing”, “expect”, “believe”, “intend”, “may”, “will”, “should”, “could”, and other words of similar meaning. These statements are subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, marketability of our products; legal and regulatory risks associated with OTC Markets; our ability to raise additional capital to finance our activities; the future trading of our common stock; our ability to operate as a public company; our ability to protect our proprietary information; general economic and business conditions; the volatility of our operating results and financial condition; our ability to attract or retain qualified senior management personnel and research and development staff; and other risks detailed from time to time in our filings with the SEC, or otherwise.
Information regarding market and industry statistics contained in this report is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not undertake any obligation to publicly update any forward-looking statements. As a result, investors should not place undue reliance on these forward-looking statements.
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PART I
ITEM 1. BUSINESS
BUSINESS BACKGROUND AND OVERVIEW
Earth Science Tech, Inc. (“ETST” or the “Company”) was incorporated under the laws of the State of Nevada on April 23, 2010, and subsequently changed its domicile to the State of Florida on June 27, 2022. As of November 8, 2022, the Company is a holding entity set to acquire companies with its current focus in the health and wellness industry. The Company is presently in compounding pharmaceuticals and telemedicine through its wholly owned subsidiaries RxCompoundStore.com, LLC. (“RxCompound”), Peaks Curative, LLC. (“Peaks”), and Earth Science Foundation, Inc. (“ESF”).
RxCompound is a complete compounding pharmacy. RxCompound is currently licensed to fulfill prescriptions in the states of Florida, New York, New Jersey, Delaware, Pennsylvania, Rhode Island, Nevada, Colorado, and Arizona. RxCompound is in the application process to obtain licenses in the remaining states in which it is not yet licensed to fulfill prescriptions.
Peaks is a telemedicine referral site focused on men’s health. Peaks’ orders are exclusively fulfilled by RxCompound. Patients who order Peaks via monthly subscription receive their refills automatically. Currently, Peaks is focused on Men’s health, and, more specifically, ED. The company intends to expand offerings to include over the counter (“OTC”) (non-prescription) products such as supplements and topicals. The OTC products will be custom manufactured or fulfilled through partnered companies under the Peaks brand and offered worldwide.
ESF is a favored entity of the Company, effectively being a non-profit organization that was incorporated on February 11, 2019, and is structured to accept grants and donations to help those in need of assistance in paying for prescriptions.
Current Operations
CORPORATE STRATEGY
The Company operates as a holding entity with a presence in the telehealth and compounding pharmaceutical sectors. Its primary objective is to deliver contemporary and personalized health and wellness medications to patients. These offerings primarily target chronic conditions, which often require recurring prescriptions and continuous healthcare support.
Most of the offerings on Peaks’ website are sold to customers on a subscription basis. Subscription plans provide an easy and convenient way for customers to get the ongoing treatment they need while simultaneously providing the Company with predictability through a recurring revenue stream.
Acquisitions
In November 2022, we completed the acquisitions of RxCompound and Peaks. Peaks completed its PCAOB audit on December 30, 2022, and RxCompound on February 3, 2023.
PRODUCT REGULATION
As a consumer-driven healthcare organization, we are required to comply with complex healthcare laws and regulations at both the state and federal level.
Marketing
Peaks’ marketing strategy relies on a combination of social media and search advertising techniques to reach its target audience effectively.
RxCompound has garnered a remarkable reputation through positive word-of-mouth, owing to its innovative approaches and unwavering commitment to quality. The team at RxCompound goes the extra mile by personally visiting new accounts to ensure a strong foundation and continuously strengthens existing relationships through valuable partnerships.
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COMPETITION
The Company’s competitors are other Specialty Compounding Pharmacies in the markets in which the subsidiaries operate and any telehealth platforms specializing in men’s health.
EMPLOYEES
As of March 31, 2023, the Company has eight (8) employees. None of our employees are represented by a union or covered by a collective bargaining agreement. We have not experienced any work stoppages, and we consider our relationship with our employees to be good.
ITEM 1A. RISK FACTORS
A description of the risks and uncertainties associated with our business and ownership of our Class A common stock is set forth below. You should carefully consider the risks described below, as well as the other information in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The occurrence of any of the events or developments described below could materially and adversely affect our business, financial condition, results of operations, and growth prospects. In such an event, the market price of our Class A common stock could decline. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. This Annual Report on Form 10-K also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below. See “Cautionary Note Regarding Forward-Looking Statements.”
Summary of Principal Risk Factors
| ● | Our limited operating history and evolving business make it difficult to evaluate our current business and future prospects and increase the risk of your investment. |
| ● | Our results of operations, as well as our key metrics, may fluctuate on a quarterly and annual basis, which may result in our failing to meet the expectations of industry and securities analysts or our investors. |
| ● | If we are unable to expand the scope of our offerings, including the number and type of products and services that we offer, the number and quality of healthcare providers serving our customers, and the number and types of conditions capable of being treated through our platform, our business, financial condition, and results of operations may be materially and adversely affected. |
| ● | If we are unable to successfully market to new customers and retain existing customers, or if evolving privacy, healthcare, or other laws prevent or limit our marketing activities, our business, financial condition, and results of operations could be harmed. |
| ● | We operate in highly competitive markets and face competition from large, well-established healthcare providers and more traditional retailers and pharmaceutical providers with significant resources, and, as a result, we may not be able to compete effectively. |
| ● | Our brand is integral to our success. If we fail to effectively maintain, promote, and enhance our brand in a cost-effective manner, our business and competitive advantage may be harmed. |
| ● | Our pharmacy business subjects us to additional healthcare laws and regulations beyond those we face with our core telehealth business and increases the complexity and extent of our compliance and regulatory obligations. |
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| ● | If we fail to comply with applicable healthcare and other governmental regulations, we could face substantial penalties, our business, financial condition, and results of operations could be adversely affected, and we may be required to restructure our operations. |
| ● | Evolving government regulations and enforcement activities may require increased costs or adversely affect our results of operations. |
| ● | Security breaches, loss of data, and other disruptions could compromise sensitive information related to our business or customers or prevent us from accessing critical information and expose us to liability, which could adversely affect our business and our reputation. |
| ● | We may be subject to legal proceedings and litigation, including intellectual property disputes, which are costly to defend and could materially harm our business and results of operations. |
| ● | We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all. |
| ● | Our Series B class Preferred stock structure has the effect of concentrating voting power with our Chief Executive Officer and Director, Giorgio R. Saumat, which limits an investor’s ability to influence the outcome of important transactions, including a change in control. |
| ● | The market price of our common stock may be volatile. |
Risks Related to Peaks and RxCompound Business
Our limited operating history and evolving business make it difficult to evaluate our current business and future prospects and increase the risk of your investment.
If we are unable to expand the scope of our offerings, including the number and type of products and services that we offer, the number and quality of healthcare providers serving our customers, and the number and types of conditions capable of being treated through our platform, our business, financial condition, and results of operations may be materially and adversely affected.
If we are unable to successfully market to new customers and retain existing customers, or if evolving privacy, healthcare, or other laws prevent or limit our marketing activities, our business, financial condition, and results of operations could be harmed.
Use of social media and celebrity influencers may materially and adversely affect our reputation or subject us to fines or other penalties.
Our brand is integral to our success. If we fail to effectively maintain, promote, and enhance our brand in a cost-effective manner, our business and competitive advantage may be harmed.
The failure of our offerings to achieve and maintain market acceptance could result in our achieving revenue below our expectations, which could cause our business, financial condition, and results of operations to be materially and adversely affected.
The market for Peaks’ business model and services is new, rapidly evolving, and increasingly competitive, as the healthcare industry in the United States is undergoing significant structural change and consolidation, which makes it difficult to forecast demand for our solutions.
Competitive platforms or other technological breakthroughs for the monitoring, treatment, or prevention of medical conditions may adversely affect demand for our offerings.
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We operate in highly competitive markets and face competition from large, well-established healthcare providers and more traditional retailers and pharmaceutical providers with significant resources, and, as a result, we may not be able to compete effectively.
The activities and quality of healthcare providers treating Peaks’ customers and providing prescriptions to RxCompound, including any potentially unethical or illegal practices, could damage our brand, subject us to liability, and harm our business and financial results.
Any failure to offer high-quality support may adversely affect the Company’s relationships with customers and healthcare providers, and in turn the Company’s financial condition, and results of operations.
Acquisitions and investments could result in operating difficulties, dilution, and other harmful consequences that may adversely impact the Company, financial condition, and results of operations. Additionally, if the Company is not able to identify and successfully acquire suitable businesses, the Company, results of operations, and prospects could be harmed.
Economic uncertainty or downturns, particularly as it impacts the healthcare industry, could adversely affect the Company’s business, financial condition, and results of operations.
If Peaks is unable to deliver a rewarding experience on mobile devices, Peaks may be unable to attract and retain customers.
Peaks’ business depends on continued and unimpeded access to the internet and mobile networks.
We depend on a number of other companies to perform functions critical to Peaks’ ability to operate its platform and RxCompound’s ability to offer services, generate revenue from customers, and to perform many of the related functions.
Disruption in the Company’s supply chain could negatively impact our business.
The Pharmacy business subjects the Company to additional healthcare laws and regulations beyond those that Peaks faces with its core telehealth business, and RxCompound’s services increase the complexity and extent of compliance and regulatory obligations.
The Company’s payments system depends on third-party service providers and is subject to evolving laws and regulations.
The Company’s pricing decisions may adversely affect our ability to attract new customers, healthcare providers, and other partners.
The Company’s success depends on the continuing and collaborative efforts of its management team, and its business may be severely disrupted if the company loses their services.
We depend on the Company’s talent to grow and operate its business, and if unable to hire, integrate, develop, motivate, and retain personnel, the Company may not be able to grow effectively.
The Company’s inventory is stored in RxCompound’s facility located in Miami, FL, and any damage or disruption at the facility may harm the business.
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Risks Related to Governmental Regulation
If the Company fails to comply with applicable healthcare and other governmental regulations, we could face substantial penalties, our business, financial condition, and results of operations could be adversely affected, and we may be required to restructure our operations.
If Peaks or RxCompound’s practices are found to violate federal or state anti-kickback, physician self-referral, or false claims laws, the Company may incur significant penalties and reputational damage that could adversely affect our business.
Evolving government regulations and enforcement activities may require increased costs or adversely affect the Company’s results of operations.
Changes in public policy that mandate or enhance healthcare coverage could have a material adverse effect on the business, operations, and/or results of operations.
The products Peaks and RxCompound sell are subject to FDA regulations and other international, federal, state, and local requirements, and if the Company fails to comply with international, federal, state, and local requirements, Peaks and RxCompound’s ability to fulfill customers’ orders through our platform could be impaired.
Peaks and RxCompound may be subject to fines, penalties, and injunctions if we are determined to be promoting the use of products for unapproved uses.
The information that Peaks and RxCompound provide to healthcare providers, customers, and partners could be inaccurate or incomplete, which could harm the business, financial condition, and results of operations.
Peaks and RxCompound use, disclosure, and other processing of personally identifiable information, including health information, is subject to federal, state, and foreign privacy and security regulations, and failure to comply with those regulations or to adequately secure the information held could result in significant liability or reputational harm and, in turn, a material adverse effect on customers, providers, and revenue.
Public scrutiny of internet privacy and security issues may result in increased regulation and different industry standards, which could deter or prevent Peaks from providing services to customers, thereby harming the business.
Security breaches, loss of data, and other disruptions could compromise sensitive information related to the business or to customers or prevent access to critical information and expose the Company to liability, which could adversely affect the business and its reputation.
Failure to comply with anti-bribery, anti-corruption, and anti-money laundering laws could subject the Company to penalties and other adverse consequences.
Risks Related to Intellectual Property and Legal Proceedings
Failure to protect or enforce our intellectual property rights could harm the business and results of operations.
The Company may in the future be subject to claims that we violated the intellectual property rights of others, which are extremely costly to defend and could require us to pay significant damages and limit our ability to operate.
The Company may be subject to legal proceedings and litigation, including intellectual property disputes, which are costly to defend and could materially harm the business and results of operations.
Changes in accounting rules, assumptions, or judgments could materially and adversely affect the Company, including recent statements from the SEC regarding SPAC-related companies.
The Company faces the risk of product liability claims and may not be able to maintain or obtain insurance.
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The business could be disrupted by catastrophic events and man-made problems, such as power disruptions, data security breaches, and terrorism.
Risks Related to the Company, Results of Operations, and Additional Capital Requirements
The Company has a history of net losses, anticipates increasing expenses in the future, and may not be able to achieve or maintain profitability.
The Company’s results of operations, as well as our key metrics, may fluctuate on a quarterly and annual basis, which may result in failing to meet the expectations of industry and securities analysts or its investors.
Peaks relies significantly on revenue from customers purchasing subscription-based prescription products and services and may not be successful in expanding its offerings.
The requirements of being a public company have strained and may continue to strain the Company’s resources, divert management’s attention, and may result in litigation.
The Company may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.
If the Company’s estimates or judgments relating to its significant accounting policies prove to be incorrect, the results of operations could be adversely affected.
Adverse tax laws or regulations could be enacted, or existing laws could be applied to the Company or to customers, which could subject us to additional tax liability and related interest and penalties, increase the costs of the Company’s offerings, and adversely impact our business.
Certain U.S. state tax authorities may assert the Company has a state nexus and seek to impose state and local income taxes which could harm the results of operations.
Risks Related to Ownership of the Company Securities
Trading in our common stock on the Pink Exchange has been subject to wide fluctuations.
Our common stock is currently quoted only on the OTCPink Marketplace, which may have an unfavorable impact on our stock price and liquidity.
The regulation of penny stocks by SEC and FINRA may discourage the tradability of our securities.
Florida law, our Articles of Incorporation, and our by-laws provides for the indemnification of our officers and directors at our expense, and correspondingly limits their liability, which may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.
We do not intend to pay cash dividends on any investment in the shares of stock of our Company and any gain on an investment in our Company will need to come through an increase in our stock’s price, which may never happen.
Because our securities are subject to penny stock rules, you may have difficulty reselling your shares.
Our common stock market prices may be volatile, which substantially increases the risk that investors may not be able to sell their Securities at or above the price that was paid for the security.
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Because we may issue additional shares of our common stock, investment in our company could be subject to substantial dilution.
FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.
The issuance of shares to enter acquisitions may have a significant dilutive effect.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTY AND EQUIPMENT
The Company uses a variety of pharmaceutical compounding equipment in its operations. The majority of the equipment used by the Company is owned outright by the Company, but the Company does lease certain equipment. The leases for such equipment contain terms that are customary in the industries in which the Company operates. On March 31, 2023, the Company had $143,213 in property and equipment with approximately $15,436 in accumulated depreciation.
ITEM 3. LEGAL PROCEEDINGS
The Company received an email on February 9, 2023, from the Autorité des Marchés Financiers (“the AMF”) with a complaint, in French, dated January 23, 2023. The Complaint alleges that the Company’s former CEO, Dr. Michele Aube, improperly raised capital for the Company and is claiming Forty Thousand Dollars in damages. Dr. Aube resigned in 2019. On May 23rd, 2023, the Company signed an agreement not to raise any new capital in Quebec and pay Seven Thousand, Four Hundred and Seven Dollars in administrative penalty to the AMF.
ITEM 4. MINE SAFETY DISCLOSURE
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Our common stock is currently quoted on the OTC Pink Market under the symbol “ETST”. Our common stock has been quoted on the OTC Pink Market since October 6, 2021, under the symbol “ETST”. Because we are quoted on the OTC Pink Market, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.
The following table sets forth the high and low bid quotations for our common stock as reported on the Pink for the periods indicated.
| Fiscal 2022 | Low | High | ||||||
| First Quarter – reported June 30, 2022 | $ | 0.0231 | $ | 0.0291 | ||||
| Second Quarter – reported September 30, 2022 | $ | 0.0141 | $ | 0.0155 | ||||
| Third Quarter – reported December 31, 2022 | $ | 0.031 | $ | 0.031 | ||||
| Fourth Quarter – reported March 31, 2023 | $ | 0.0235 | $ | 0.05 | ||||
| Fiscal 2021 | Low | High | ||||||
| First Quarter – reported June 30, 2021 | $ | 0.0206 | $ | 0.0206 | ||||
| Second Quarter – reported September 30, 2021 | $ | 0.0244 | $ | 0.0305 | ||||
| Third Quarter – reported December 31, 2021 | $ | 0.0196 | $ | 0.0279 | ||||
| Fourth Quarter – reported March 31, 2022 | $ | 0.015 | $ | 0.015 | ||||
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HOLDERS
As of March 31, 2023, there were 194 record holders of the Company’s common stock.
DIVIDENDS
We have not paid any dividends on our common stock since our inception and do not intend to pay any dividends in the foreseeable future.
The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
UNREGISTERED SALES OF SECURITIES
The following shares sold and issued were shares of restricted Common Stock made in reliance upon the exemptions from registration provided by Section 4(2) of the Securities Act of 1933, and/or Rule 506 of Regulation D promulgated thereunder. The investors were “accredited investors” and/or “sophisticated investors” pursuant to Section 501(a) of the Securities Act, who provided the Company with representations, warranties and information concerning their qualifications as a “sophisticated investors” and/or “accredited investors.” The Company provided and made available, to the investors, full information regarding its business and operations. There was no general solicitation in connection with the offers or sales of the restricted securities. The investors acquired the restricted common stock for their own accounts, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares so purchased cannot be sold unless pursuant to an effective registration statement by the Company, or by exemptions from registration requirements of Section 5 of the Securities Act—the existence of any such exemptions is subject to legal review and approval by the Company.
During the twelve months ended March 31, 2023, the Company issued 227,059,118 shares of its common stock for $1,016,568, in transactions that were exempt from registration under the Securities Act of 1933, as amended pursuant to Section 4(2) and/or Rule 506 promulgate under Regulation D. No gain or loss was recognized on the issuances.
On July 15, 2022, the Company issued 1,000,000 and 2,500,000 shares to two executives at $0.001 per share in an amended executive agreement. On October 8, 2022, the Company issued 2,000,000 shares and 2,000,000 shares to two private individuals at $0.001 per share in a settlement and release agreement. On October 10, 2022, the Company issued 16,300,000 shares, 4,000,000 shares, 4,000,000 shares, 200,000 shares to four private individuals at $0.001 per share in a settlement and release agreement. On October 18, 2022, the Company issued 500,000 shares to a private investor at $0.012 per share for cash. On October 18, 2022, the Company issued 1,000,000 shares, 400,000 shares, and 400,000 shares to three private investors at $0.005 per share for cash. On October 20, 2022, the Company issued 2,000,000 shares, 500,000 shares, and 2,000,000 shares to three private investors at $0.005 per share for cash. On October 21, 2022, the Company issued 2,000,000 shares, 1,000,000 shares, and 400,000 shares to three private investors at $0.005 per share for cash. On October 24, 2022, the Company issued 62,562,440 shares to a private individual at $0.01 per share in a settlement and release agreement. On October 25, 2022, the Company issued 2,000,000 shares, 1,000,000 shares, 1,000,000 shares, 400,000 shares, and 13,000,000 shares to five private investors at $0.005 per share for cash. On October 25, 2022, the Company issued 2,700,000 shares to a private individual at $0.01 per share in a settlement and release agreement. On October 25, 2022, the Company issued 19,750,000 shares, and 17,000,000 shares to three private individuals at $0.001 per share in a settlement and release agreement. On October 27, 2022, the Company issued 9,750,000 shares to a private investor at $0.001 per share in a settlement and release agreement. On November 4, 2022, the Company issued 500,000 shares to a private investor at $0.005 per share for cash. On November 7, 2022, the Company issued 1,000,000 shares to a private investor at $0.005 per share for cash. On November 8, 2022, the Company issued 4,000,000 shares, 2,000,000 shares, 2,000,000 shares, 2,000,000 shares, and 1,000,000 shares to four private investors at $0.005 per share for cash. On November 9, 2022, the Company issued 600,000 shares to a private investor at $0.005 per share for cash. On November 11, 2022, the Company issued 600,000 shares and 10,000,000 shares to private investors at $0.005 per share for cash. On November 14, 2022, the Company issued 1,000,000 shares, 200,000 shares, 200,000 shares, 3,000,000 shares, 3,000,000 shares, 1,000,000 shares, 100,000 shares, 200,000 shares, 200,000 shares, 300,000 shares, 200,000 shares, 200,000 shares, 200,000 shares, 200,000 shares, 200,000 shares, and 400,000 shares to sixteen private investors at $0.005 per share for cash. On January 13, 2023, the Company issued 1,666,667 shares, 666,667 shares, 6,000,000 shares, 666,667 shares, and 333,334 shares to five private investors at $0.015 per share for cash. On January 26, 2023, the Company issued 333,334 shares to a private investor at $0.015 per share for cash. On January 31, 2023, the Company issued 1,133,333 shares to a private investor at $0.015 per share for cash. On February 3, 2023, the Company issued 1,200,000 shares to a private investor at $0.005 per share for cash. On February 3, 2023, the Company issued 333,334 shares, 413,334 shares, and 1,333,334 shares to three private investors at $0.015 per share for cash. On February 6, 2023, the Company issued 200,000 shares to a private investor at $0.015 per share for cash. On February 7, 2023, the Company issued 500,000 shares and 333,334 shares to two private investors at $0.015 per share for cash. On February 8, 2023, the Company issued 666,667 shares, 333,334 shares, 333,334 shares, 333,334 shares, and 333,334 shares to five private investors at $0.015 per share for cash. On February 9, 2023, the Company issued 333,334 shares to a private investor at $0.015 per share for cash. On February 10, 2023, the Company issued 266,667 shares, 333,334 shares, and 166,667 shares to three private investors at $0.015 per share for cash. On February 13, 2023, the Company issued 66,667 shares to a private investor at $0.015 per share for cash. On February 14, 2023, the Company issued 400,000 shares to a private investor at $0.015 per share for cash. On February 15, 2023, the Company issued 333,334 shares to a private investor at $0.015 per share for cash. On February 21, 2023, the Company issued 100,000 shares to a private investor at $0.015 per share for cash. On February 28, 2023, the Company issued 333,334 shares and 200,000 shares to two private investors at $0.015 per share for cash. On March 20, 2023, the Company issued 5,000,000 shares to a private investor at $0.005 per share for cash.
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EQUITY COMPENSATION PLAN INFORMATION
The Company currently does not have an equity compensation plan in place.
COMMON STOCK
The holders of our common stock are entitled to one vote per share on all matters submitted to a vote of our stockholders. The holders of the common stock have the sole right to vote, except as otherwise provided by law, by our articles of incorporation, or in a statement by our board of directors in a Preferred Stock Designation.
In addition, such holders are entitled to receive ratably such dividends, if any, as may be declared from time to time by our board of directors out of legally available funds, subject to the payment of preferential dividends or other restrictions on dividends contained in any Preferred Stock Designation, including, without limitation, the Preferred Stock Designation establishing a series of preferred stock described above. In the event of the dissolution, liquidation or winding up of Earth Science Tech, Inc., the holders of our common stock are entitled to share ratably in all assets remaining after payment of all our liabilities, subject to the preferential distribution rights granted to the holders of any series of our preferred stock in any Preferred Stock Designation, including, without limitation, the Preferred Stock Designation establishing a series of our preferred stock described above.
The holders of the common stock do not have cumulative voting rights or preemptive rights to acquire or subscribe for additional, unissued or treasury shares in accordance with the laws of the State of Florida. Accordingly, excluding any voting rights granted to any series of our preferred stock, the holders of more than 50 percent of the issued and outstanding shares of the common stock voting for the election of directors can elect all of the directors if they choose to do so, and in such event, the holders of the remaining shares of the common stock voting for the election of the directors will be unable to elect any person or persons to the board of directors. All outstanding shares of the common stock are fully paid and non-assessable.
The laws of the State of Florida provide that the affirmative vote of a majority of the holders of the outstanding shares of our common stock and any series of our preferred stock entitled to vote thereon is required to authorize any amendment to our articles of incorporation, any merger or consolidation of Earth Science Tech, Inc. with any corporation, or any liquidation or disposition of any substantial assets of Earth Science Tech, Inc..
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PREFERRED STOCK
On April 21, 2022, the Company’s Board of Directors adopted articles of incorporation in the state of Nevada authorizing, without further vote or action by the stockholders, to create out of the unissued shares of the Company’s preferred stock, $0.001 par value Series B Preferred Stock. The Board of Directors is authorized to establish, from the authorized and unissued shares of Preferred Stock, one or more classes or series of shares, to designate each such class and series, and fix the rights and preferences of each such class of Preferred Stock; which class or series shall have such voting powers, such preferences, relative, participating, optional or other special rights, and such qualifications, limitations or restrictions as shall be stated and expressed in the resolution or resolutions providing for the issuance of such class or series of Preferred Stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof. The articles of incorporation and designation authorizes the issuance of 1,000,000 shares of Preferred Stock, of which 1,000,000 shares have been designated as Series B Preferred Stock, of which 1,000,000 of Series B are issued and outstanding as of March 31, 2023. Each issued and outstanding share of Series B Preferred Stock shall be entitled to the number of votes equal to the result of: (i) 1.5 multiplied by the addition sum of: (A) the number of shares of Common Stock issued and outstanding at the time of such vote; and (B) the number of votes in the aggregate of any outstanding shares of any class of preferred stock of the Corporation (other than the Series B Preferred Stock), if any, at the time of such vote; with such sum divided by (ii) the total number of shares of Series B Preferred Stock issued and outstanding at the time of such vote, at each meeting of shareholders of the Corporation with respect to any and all matters presented to the shareholders of the Corporation for their action or consideration, including the election of directors. Holders of Series B Preferred Stock shall vote together with the holders of Common Shares (and any other outstanding class of preferred stock of the Corporation (other than the Series B Preferred Stock), if any.
WARRANTS
The Company does not currently have any warrants issued or outstanding.
ISSUER REPURCHASES OF EQUITY SECURITIES
We did not repurchase any shares of our common stock during the fourth quarter of the fiscal year covered by this Annual Report on Form 10-K.
OPTIONS
The Company has not granted any options since inception.
TRANSFER AGENT
The Company’s transfer agent is Continental Stock Transfer & Trust, Co., 1 State Street, 30th Floor, New York, NY 10004.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of SEC Regulation S-K.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations for the years ended March 31, 2023, and March 31, 2022, should be read in conjunction with our consolidated financial statements and the notes to those statements that are included elsewhere in this Annual Report on Form 10-K. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements due to a number of factors. We use words such as “anticipate”, “estimate”, “plan”, “project”, “continuing”, “ongoing”, “expect”, “believe”, “intend”, “may”, “will”, “should”, “could”, and similar expressions to identify forward-looking statements.
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OVERVIEW
The Company is a holding entity set to acquire companies with its current focus in the health and wellness industry. The Company is presently in compounding pharmaceuticals and telemedicine through its wholly owned subsidiaries RxCompoundStore.com, LLC. (“RxCompound”), Peaks Curative, LLC. (“Peaks”), and Earth Science Foundation, Inc. (“ESF”).
RxCompound is a compounding pharmacy that has historically focused on men’s health, specifically medical products directed at ED such as Tadalafil, and Sildenafil Citrate (the generic names for Cialis and Viagra, respectively) and longevity. Currently licensed to fulfill prescriptions in the states of Florida, New York, New Jersey, Delaware, Colorado, Rhode Island, Pennsylvania, Nevada, and Arizona. RxCompound is in the application process to obtain licenses in the remaining states in which it is not yet licensed to dispense prescriptions. Furthermore, RxCompound recently obtained its hazardous room to compound hormonal creams within the month of December 2022 and is anticipated to have its sterile compounding room operational early 2023 to provide sterile products for injection.
Peaks is the telemedicine referral site facilitating asynchronous consultations for branded compound medications prepared at RxCompound. Peaks is currently positioned to prescribe to all 50 states utilizing third- party consultation services, but only able to fulfill prescriptions within RxCompound’s licensed states. Peaks will be able to fulfill more states as RxCompound becomes licensed in additional states. Patients who order Peaks via monthly subscription are automatically enrolled into Peaks’ Loyalty Program. As a member of the loyalty program, members will receive credit to cover the costs on their Peaks’ facilitated online doctor consultations. The Peaks membership enrollment will occur automatically once becoming a monthly subscriber and automatically renewed at the time of the prescription renewal order. At the time of the renewal order, credits will be applied to cover the Peaks facilitated online doctor consultation.
Peaks plans to execute a marketing campaign within the states in which RxCompound is licensed to increase brand exposure. This includes over the counter (“OTC”) (non-prescription) products such as supplements and topicals. The OTC products will be custom manufactured or fulfilled through partnered companies under Peaks brand and offered worldwide.
ESF is a favored entity of ETST, effectively being a non-profit organization that was incorporated on February 11, 2019, and is structured to accept grants and donations to help those in need of assistance in paying for prescriptions.
RESULTS OF OPERATIONS
The following tables set forth summarized cost of revenue information for the year ended March 31, 2023, and for the year ended March 31, 2022:
| For the Years Ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| Revenue | $ | 48,537 | $ | 14,123 | ||||
| Cost of revenues | 26,477 | 22,639 | ||||||
| Gross Profit/(Loss) | 22,060 | (8,516 | ) | |||||
We had product sales of $48,537 and a gross profit of $22,060, representing a gross margin of 45.45% in the year end March 31, 2023, compared with product sales of $14,123 and a loss of $8,516, representing a gross margin of (60.30) % in year end March 31, 2022. The revenue increase in the year ended on March 31, 2023 compared with the year ended on March 31, 2022, is primarily due to acquisition of RxCompound and Peaks.
The Company’s acquisition of RxCompound was consummated on November 8, 2022, along with Peaks; however, RxCompound completed its PCAOB audit on February 3, 2023, after the fiscal quarter that ended December 31, 2022. Hence sales of RxCompound were being recognized from Feb. 2023 onwards. We are adding results of Peaks for Nov. 2022.
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For the year ended March 31, 2023, the Company had a net loss from continuing operations of approximately $365,405 compared to a gain from continuing operations of approximately $3,173,260 for the year ended March 31, 2022. This increase in net loss is due largely to losing the net income that was booked in the year ended March 31, 2022, from the Cromogen Settlement, see Note 6. Legal Proceedings in the period ended March 31, 2022, 10-K filed July 22, 2022.
OPERATING EXPENSES
| Years Ended March 31, | ||||||||||||||||
| 2023 | 2022 | $ Change | % Change | |||||||||||||
| (Restated) | ||||||||||||||||
| Compensation – officers | $ | 91,020 | $ | 77,308 | $ | 13,712 | 17.7 | % | ||||||||
| Officer Compensation Stock | $ | 4,500 | $ | - | $ | 4,500 | 100 | % | ||||||||
| Marketing | $ | 8,074 | $ | 3,655 | $ | 4,419 | 120.9 | % | ||||||||
| General and administrative | $ | 231,890 | $ | 116,064 | $ | 115,826 | 99.8 | % | ||||||||
| Professional fees | $ | 67,061 | $ | 8,719 | $ | 58,342 | 3634 | % | ||||||||
| Bad Debt Expense | $ | - | 4,944 | $ | (4,944 | ) | (100 | )% | ||||||||
| Cost of legal proceedings | $ | 24,276 | $ | 7,500 | $ | 16,776 | 224 | % | ||||||||
| Litigation Expense | $ | 512,725 | - | $ | 512,725 | 100 | % | |||||||||
| Licenses and fees | $ | 1,706 | - | $ | 1,706 | 100 | % | |||||||||
| Depreciation expense | $ | 17,491 | - | $ | 17,491 | 100 | % | |||||||||
| Total operating expenses | $ | 958,743 | $ | 218,190 | $ | 740,553 | 339.4 | % | ||||||||
| Loss from operations | (936,683 | ) | (226,706 | ) | $ | (709,977 | ) | 313.2 | % | |||||||
| Other Income (Expenses): | ||||||||||||||||
| Other income | $ | 618,711 | 3,486,672 | (2,867,961 | ) | (82.3 | )% | |||||||||
| Interest expense | (47,433 | ) | (86,706 | ) | 39,273 | 360.3 | % | |||||||||
| Total other income (expenses) | 571,278 | 3,399,966 | (2,828,688 | ) | (83.2 | )% | ||||||||||
| Net Profit/(Loss) before income taxes | (365,405 | ) | 3,173,260 | (3,538,665 | ) | (111.5 | )% | |||||||||
| Income taxes | - | - | ||||||||||||||
| Net Profit/(Loss) | $ | (365,405 | ) | $ | 3,173,260 | $ | (3,538,665 | ) | (111.5 | )% | ||||||
| Net Profit/(Loss) per common share: | ||||||||||||||||
| Profit/(Loss) per common share-Basic and Diluted | $ | (0.003 | ) | $ | 0.06 | $ | (0.06 | ) | (104 | )% | ||||||
Marketing expenses totaled $8,074 for the twelve months ended March 31, 2023, an increase of $4,419 from $3,655 for the twelve months ended March 31, 2022. This increase is primarily related to the Company pushing online sales through social media marketing and good ads.
Officer compensation totaled $91,020 for the twelve months ended March 31, 2023, an increase of $13,712 from $77,308 for the prior period ended March 31, 2022. This increase is due to the Company’s having a larger executive team compared to the year prior.
Legal and professional fees totaled $605,768 for the twelve months ended March 31, 2023, an increase of $589,549 from $16,219 for the prior period ended March 31, 2022. The increase in legal and professional fees was due to compliance expenses including filing fees, audit fees, SEC legal fees, and payment of the remaining legal expenses to unwind out of receivership.
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Costs and Expenses - Costs of sales include the costs of manufacturing, packaging, warehousing, and shipping our products. As we develop and release additional products, we expect our costs of sales to increase.
General and administrative expenses increased from $116,064 for the year ended March 31, 2022, to $231,892 for the year ended March 31, 2023. This increase was due to the fees related from the second receiver appointed on August 22, 2021, and unwinding on June 2, 2022, for $137,851. The remaining expenses include office expenses of $14,433, employee compensation of $38,595 (this includes RxCompound, Peaks, and the Company), and the remaining balance in other various expenses.
We are a smaller reporting company, as defined by 17 CFR § 229.10(f)(1). We do not consider the impact of inflation and changing prices as having a material effect on our net sales and revenues and on income from our operations for the previous two years or from continuing operations going forward.
INTEREST EXPENSE
Interest expense decreased to $47,433 in March 31, 2023 year-end compared with $86,706 in March 31, 2022, year-end. This decrease in interest expense was due to settlement of prior year’s debt obligation – refer to Note 7.
NON-GAAP FINANCIAL MEASURES
We use Adjusted EBITDA internally to evaluate our performance and make financial and operational decisions that are presented in a manner that adjusts from their equivalent GAAP measures or that supplements the information provided by our GAAP measures. Adjusted EBITDA is defined by us as EBITDA (net income (loss) plus depreciation expense, amortization expense, interest and income tax expense, minus income tax benefit), further adjusted to exclude certain non-cash expenses and other adjustments as set forth below. We use Adjusted EBITDA because we believe it more clearly highlights trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures, since Adjusted EBITDA eliminates from our results specific financial items that have less bearing on our core operating performance.
We use Adjusted EBITDA in communicating certain aspects of our results and performance, including in this Annual Report, and believe that Adjusted EBITDA, when viewed in conjunction with our GAAP results and the accompanying reconciliation, can provide investors with greater transparency and a greater understanding of factors affecting our financial condition and results of operations than GAAP measures alone. In addition, we believe the presentation of Adjusted EBITDA is useful to investors in making period-to-period comparison of results because the adjustments to GAAP are not reflective of our core business performance.
Adjusted EBITDA is not presented in accordance with, or as an alternative to, GAAP financial measures and may be different from non-GAAP measures used by other companies. We encourage investors to review the GAAP financial measures included in this Annual Report, including our consolidated financial statements, to aid in their analysis and understanding of our performance and in making comparisons.
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CASH FLOW & ASSETS
A summary of our changes in cash flows & assets for the years ended March 31, 2023, and 2022, is provided below:
| As of March 31, | ||||||||
| 2023 | 2022 | |||||||
| (Restated) | ||||||||
| ASSETS: | ||||||||
| Current Assets: | ||||||||
| Cash | $ | 35,756 | $ | 26,942 | ||||
| Inventory | 10,260 | - | ||||||
| Total current assets | 46,016 | 26,942 | ||||||
| Property and equipment, net | 143,213 | - | ||||||
| Right of use asset, net | 200,674 | - | ||||||
| Intangible assets, net | 35,276 | - | ||||||
| Goodwill | 2,302,792 | - | ||||||
| Other assets | - | 50,000 | ||||||
| Total Assets | $ | 2,727,971 | $ | 76,942 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY: | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | 517,137 | $ | 1,099,766 | ||||
| Current portion of loans and obligations | 604,767 | 780,694 | ||||||
| Due to RX | - | 1,895 | ||||||
| Other payables | 117,193 | - | ||||||
| Current portion of operating lease obligations | 68,188 | - | ||||||
| Total current liabilities | 1,307,285 | 1,882,355 | ||||||
| Operating lease obligations; less current maturities | 96,743 | - | ||||||
| Loans and obligations; less current maturities | 204,408 | |||||||
| Total liabilities | 1,608,436 | 1,882,355 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders’ (Deficit) Equity: | ||||||||
| Preferred stock, par value $0.001 per share, 1,000,000 shares authorized; 1,000,000 and 0 shares issued and outstanding as of March 31, 2023, and March 31, 2022, respectively | 1,000 | - | ||||||
| Common stock, par value $0.001 per share, 750,000,000 shares authorized; 282,611,083 and 53,851,966 shares issued and outstanding as of March 31, 2023, and March 31, 2022, respectively | 282,612 | 53,853 | ||||||
| Additional paid-in capital | 31,303,138 | 28,264,452 | ||||||
| Accumulated deficit | (30,467,215 | ) | (30,123,718 | |||||
| Total stockholders’ (Deficit) Equity | 1,119,535 | (1,805,413 | ) | |||||
| Total Liabilities and Stockholders’ Equity | $ | 2,727,971 | $ | 76,942 | ||||
The Company had $35,756 in Cash for the period ended March 31, 2023, compared with $26,942 for the same period ended March 31, 2022.
Assets’ position has been improved significantly on account of recognition of goodwill, acquisition of equipment by RxCompound and addition of right of use assets for lease agreement of premises. Peaks also added its telemedicine platform in intangibles.
The Company had $90,790 in Accounts Payable for the period ended March 31, 2023, compared with $202,270 for the same period ended March 31, 2022. This decrease is primarily due to many of the payables being settled for shares, see Company’s October 28, 2022, filed 8-K.
Accrued expenses totaled $115,400 for the twelve months ended March 31, 2023, a decrease of $196,210 from $311,610 for the period ended March 31, 2022. The majority of the accrued expenses were $67,863 of accrued payroll for Wendell Hecker and Nickolas Tabraue, $33,391 of accrued interest payable, and the remaining amounts for receiver’s fees.
Long term and short-term debt obligations have been reduced on settlement of outstanding claims against issue of shares.
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The Company had a Stockholder’s Equity of $1,119,535 for the period ended March 31, 2023, compared with $1,805,413 of Stockholder’s Deficit for the same period ended March 31, 2022. This improvement is primarily due to the issuance of shares for cash and debt settlements (also caused reduction in accrued settlement payable).
CASH FLOWS FROM OPERATING ACTIVITIES
Operating Activities for the years ended March 31, 2023, and March 31, 2022: the Company used cash for operating activities of $1,013,128 expenses and $168,106, respectively.
CASH FLOWS FROM INVESTING ACTIVITIES
During the years ended March 31, 2023, and March 31, 2022, the Company had $0 in investing activities and $1,712, respectively.
CASH FLOWS FROM FINANCING ACTIVITIES
During the year ended March 31, 2023, the Company received $ 564,200 through the issue of common stock.
Proceeds of $350,000 and $199,980 were received through convertible promissory notes of VCAMJI IRREV. TRUST, C/O Giorgio R. Saumat, Trustee and revolving promissory note of Great Lakes Holding Group, LLC.
Net settlement of $85,000 was made to the GHS Investments, LLC as per the Court Order, dated May 31, 2023.
FUTURE FINANCING
Private investors through standard notes, discounted registered stock, and facilitated debt.
STOCK BASED COMPENSATION
The Company issued shares of common stock (3,500,000 shares) and Preferred B stock (1,000,000 shares) to Nickolas S. Tabraue and Mario G. Tabraue against services provided during the year ended March 31, 2023. No outstanding stock-based compensation as of March 31, 2023.
RECENT ACCOUNTING PRONOUNCEMENTS
The company has assessed the impact of the recent pronouncements in the preparation of Consolidated Financial Statements and their impact has been disclosed in NOTE 2.
OFF- BALANCE SHEET ARRANGEMENTS
None.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Restated)
The financial statements required by this item are set forth at the pages indicated in Part IV, Item 15(a)(1) of this Annual Report.
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EARTH SCIENCE TECH, INC. AND SUBSIDIARIES
Table of Contents
| 19 |
Report of Independent Registered Public Accounting Firm
To the shareholders and Board of Directors of Earth Science Tech, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated financial statements of Earth Science Tech, Inc. as of March 31, 2023, the related statements of operations, stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s Goodwill and our report dated June 19, 2023, except for the effect of the material weaknesses described in the third paragraph of that report, as to which the date is February 19, 2024, expressed an adverse opinion thereon.
The Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered negative cash flows and has a significant accumulated deficit. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Restatement of Financial Statements
As discussed in Note 2 the consolidated financial statements have been restated to correct misstatements.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
We determined that there are no critical audit matters.
R. Bolko, CPA P.A. (PCAOB ID 6554)
We have served as the Company’s auditor since 2022.
Boca Raton, FL
June 19, 2023, except the restatement disclosed in Notes of the consolidated financial statements, as which the date is February 19, 2024.
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of Earth Science Tech, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Earth Science Tech, Inc. as of March 31, 2022 and 2021, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matter
Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
We determined that there are no critical audit matters.
/S/ BF Borgers CPA PC
We have served as the Company’s auditor since 2017
Lakewood, CO
July 14, 2022
| F-1 |
EARTH SCIENCE TECH, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| 2023 | 2022 | |||||||
| As of March 31, | ||||||||
| 2023 | 2022 | |||||||
| (Restated) | ||||||||
| ASSETS: | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Inventory | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Right of use asset, net | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Other assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY: | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Current portion of loans and obligations | ||||||||
| Other payables | ||||||||
| Current portion of operating lease obligations | ||||||||
| Total current liabilities | ||||||||
| Operating lease obligations; less current maturities | ||||||||
| Loans and obligations; less current maturities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ (Deficit) Equity: | ||||||||
| Preferred stock, par value $ per share, shares authorized; andshares issued and outstanding as of March 31, 2023, and March 31, 2022, respectively | ||||||||
| Common stock, par value $ per share, shares authorized; and shares issued and outstanding as of March 31, 2023, and March 31, 2022, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | |||||
| Total stockholders’ (Deficit) Equity | ( | ) | ||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
| F-2 |
EARTH SCIENCE TECH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
| 2023 | 2022 | |||||||
| For the Years Ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| (Restated) | ||||||||
| Revenues, net | $ | $ | ||||||
| Cost of revenues | ||||||||
| Gross Profit | ( | ) | ||||||
| Operating Expenses: | ||||||||
| Officer’s cash compensation | $ | $ | ||||||
| Officer’s stock compensation | $ | $ | ||||||
| Selling and marketing | $ | $ | ||||||
| General and administrative | $ | $ | ||||||
| Bad Debt Expense | $ | |||||||
| Legal and professional | $ | $ | ||||||
| Depreciation and amortization | $ | $ | ||||||
| Total operating expenses | $ | $ | ||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other Income (Expenses): | ||||||||
| Other income | $ | |||||||
| Interest expense | ( | ) | ( | ) | ||||
| Total other income (expenses) | ||||||||
| Net Profit/(Loss) before income taxes | ( | ) | ||||||
| Income taxes | ||||||||
| Net Profit/(Loss) | $ | ( | ) | $ | ||||
| Net Profit/(Loss) per common share: | ||||||||
| Profit/(Loss) per common share - Basic and Diluted | $ | ( | ) | $ | ||||
| Weight average number of shares outstanding | ||||||||
| F-3 |
EARTH SCIENCE TECH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY
FOR THE YEARS ENDED MARCH 31, 2023 AND 2022
| Description | Shares | Amount | Shares | Amount | Capital | Deficit | Total | |||||||||||||||||||||
| Common Stock | Preferred Stock | Additional Paid-in | Accumulated Deficit | |||||||||||||||||||||||||
| Description | Shares | Amount | Shares | Amount | Capital | (Restated) | Total | |||||||||||||||||||||
| Balance at March 31, 2021 | $ | $ | $ | $ | ( | ) | ( | ) | ||||||||||||||||||||
| Common stock issued for cash | - | |||||||||||||||||||||||||||
| Common stock issued for Conversion on Note | ||||||||||||||||||||||||||||
| Net Profit/(Loss) | ||||||||||||||||||||||||||||
| Balance at March 31, 2022 | $ | $ | $ | $ | ( | ) | ( | ) | ||||||||||||||||||||
| Common stock issued for cash | - | |||||||||||||||||||||||||||
| Common stock issued for operating claims | ||||||||||||||||||||||||||||
| Common stock issued for officer’s compensation | ||||||||||||||||||||||||||||
| Preferred stock B issued for officer’s compensation | ||||||||||||||||||||||||||||
| Common stock issued for debt settlement | ||||||||||||||||||||||||||||
| Common stock issued for acquisition of RX and Peaks | ||||||||||||||||||||||||||||
| Adjustment to Accumulated Deficit | ||||||||||||||||||||||||||||
| Net Profit/(Loss) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance at March 31, 2023 | $ | $ | $ | $ | ( | ) | ||||||||||||||||||||||
| F-4 |
EARTH SCIENCE TECH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| 2023 | 2022 | |||||||
For the Years ended March 31 | ||||||||
| 2023 | 2022 | |||||||
(Restated) | ||||||||
| Cash flows from operating activities: | ||||||||
| Net Profit/(Loss) | ( | ) | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Stock-based compensation | ||||||||
| Gain on payable settlement | ( | ) | ||||||
| Depreciation and amortization | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Deposits | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Inventory | ||||||||
| Other current liabilities | ( | ) | ||||||
| Accrued settlement | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | ||||||||
| Net cash used in investing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Payments on debt obligations | ( | ) | ||||||
| Proceeds from loans and notes | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| Net increase (decrease) in cash and cash equivalents | ||||||||
| Impact of acquisition | ||||||||
| Cash and cash equivalents at beginning of the period | ||||||||
| Cash and cash equivalents at end of the period | ||||||||
| Supplemental Disclosure of Cash Flow Information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | ||||||||
| Non-Cash Transactions | ||||||||
| Common stock issued for acquisition of subsidiaries | $ | |||||||
| Common stock issued for debt settlement | ||||||||
| Common stock issued for operating claims | ||||||||
| Common stock issued for officer’s compensation | ||||||||
| Preferred B stock issued for officer’s compensation | ||||||||
| Common stock issued on conversion of notes payable | ||||||||
| F-5 |
Note 1 — Organization and Nature of Operations
Earth Science Tech, Inc. (“ETST” or the “Company”) was incorporated under the laws of the State of Nevada on April 23, 2010, subsequently changed to the State of Florida on June 27, 2022. As of November 8, 2022, the Company is a holding entity set to acquire companies with its current focus in the health and wellness industry. The Company is presently in compounding pharmaceuticals and telemedicine through its wholly owned subsidiaries RxCompoundStore.com, LLC. (“RxCompound”), Peaks Curative, LLC. (“Peaks”), and Earth Science Foundation, Inc. (“ESF”).
RxCompound is a compounding pharmacy that has historically focused on men’s health, specifically medical products directed at ED such as Tadalafil, and Sildenafil Citrate (the generic names for Cialis and Viagra, respectively) and longevity. Currently licensed to fulfill prescriptions in the states of Florida, New York, New Jersey, Delaware, Colorado, Rhode Island, Pennsylvania, Nevada, and Arizona. RxCompound is in the application process to obtain licenses in the remaining states in which it is not yet licensed to dispense prescriptions. Furthermore, RxCompound recently obtained its hazardous room to compound hormonal creams within the month of December 2022 and is anticipated to have its sterile compounding room operational early 2023 to provide sterile products for injection.
Peaks is the telemedicine referral site facilitating asynchronous consultations for branded compound medications prepared at RxCompound. Peaks is currently positioned to prescribe to all 50 states utilizing a third-party consultation service provider, but only able to fulfill prescriptions within RxCompound’s licensed states. Peaks will be able to fulfill more states as RxCompound obtains pharmacy licenses in additional states. Patients who order Peaks via monthly subscription will be automatically enrolled into Peaks’ Loyalty Program. As a member of the loyalty program, members will receive credit to cover the costs on their Peaks facilitated online doctor consultations. The Peaks membership enrollment will occur automatically once becoming a monthly subscriber and automatically renewed at the time of the prescription renewal order. At the time of the renewal order, credits will be applied to cover the Peaks facilitated online doctor consultation.
Peaks plans to execute a marketing campaign within the states in which RxCompound is licensed to increase brand exposure and sales. This includes over the counter (“OTC”) (non-prescription) products such as supplements and topicals. The OTC products will be custom manufactured or fulfilled through partnered companies under Peaks brand and offered worldwide.
ESF is a favored entity of ETST, effectively being a non-profit organization that was incorporated on February 11, 2019, and is structured to accept grants and donations to help those in need of assistance in paying for prescriptions.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
Principles of consolidation
The accompanying consolidated financial statements include all the accounts of the Company and its wholly owned subsidiaries RxCompound, Peaks and ESF.
The Company’s acquisition of RxCompound was consummated on November 8, 2022, along with Peaks; however, RxCompound completed its PCAOB audit on February 3, 2023 (“Acquisition Date”). Operating results of subsidiaries have been consolidated according to their acquisition dates. No inter-company transactions and balances were identified.
Going Concern
The financial statements have been prepared on a going concern basis, and do not reflect any adjustments related to the uncertainty surrounding the Company’s recurring losses, working capital deficiency or accumulated deficit.
| F-6 |
As
of March 31, 2023, the Company had $
The Company as of November 8, 2022, became a holding entity set to acquire companies with its recent two acquisitions, RxCompound and Peaks both operating in the health and wellness industry. The Company’s cash position may not be sufficient to pay its obligations and support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues may provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate sufficient revenues by acquiring companies and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Use of estimates and assumptions
The preparation of consolidated financial statements in conformity 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 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 areas requiring significant estimates are impairment of goodwill, provision for taxation, useful life of depreciable assets, useful life of intangible assets, contingencies, and going concern assessment. The estimates and underlying assumptions are reviewed on an ongoing basis. Actual results could differ from those estimates.
Impairment of Long-Lived Assets
The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.
Cash and cash equivalents
Cash
and cash equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing
any corporate obligations. As of March 31, 2023, and March 31, 2022, the Company held a cash balance of $
Commitments and contingencies
The Company follows ASC 450 to account for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. This may result in contingent liabilities that are required to be accrued or disclosed in the financial statements. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
| F-7 |
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Revenue recognition
The Company has implemented ASC 606, Revenue from Contracts with Customers for revenue recognition by incorporating the necessary changes in systems and processes. These changes included the development of new policies based on the five-step model provided in the new revenue standard, ongoing contract review requirements, and gathering of information provided for disclosures. Revenue is recognized at the point in time.
The Company recognizes revenue from product sales or services rendered when control of the promised goods is transferred to our customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenue when or as the Company satisfies a performance obligation.
Disaggregated Revenue
The Company disaggregates revenue from contracts with customers by category — core and non-core, as it believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
The Company’s disaggregated revenue by category is as follows:
SCHEDULE OF DISAGGREGATED REVENUE
| For the Years Ended | ||||||||
| March 31, 2023 | March 31, 2022 | |||||||
| Core: | ||||||||
| Sale of Pharmaceutical products - RxCompound | $ | $ | ||||||
| CBD Sales – Holding Company | ||||||||
| Total core revenue, net | ||||||||
| Non-Core: | - | - | ||||||
| Services – Peaks | ||||||||
| Total revenue, net | $ | $ | ||||||
Inventories
The Company has its inventories stated at the lower of cost (on first in, first out (FIFO) method) or market value basis. A reserve is established if necessary to reduce excess or obsolete inventories to their realizable value. The stated cost is comprised of finished products. Reserves, if necessary, are recorded to reduce inventory to market value based on assumptions about consumer demand, current inventory levels and product life cycles for the various inventory items. These assumptions are evaluated annually and are based on the Company’s business plan and from feedback from customers and the product development team. As of March 31, 2023 and March 31, 2022, the inventory reserves were not material.
| F-8 |
Cost of Revenues
Components of cost of revenues include product costs, shipping costs to customers and any inventory adjustments.
Shipping and Handling
Costs incurred by the Company for shipping and handling are included in costs of revenues.
Related Parties
The Company follows ASC 850-10, Related Parties, for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
Research and development
Research
and development costs are expensed as incurred. The Company’s research and development expenses relate to its engineering activities,
which consist of the design and development of new products for specific customers, as well as the design and engineering of new or redesigned
products for the industry in general.
Income taxes
The Company accounts for income taxes under ASC 740, Income Taxes. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period, which includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
ASC
740 contains a two-step approach to recognizing and measuring uncertain tax positions. This first step is to evaluate the tax
position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position
will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure
the tax benefit as the largest amount which is more than
| F-9 |
The
Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained
on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated
financial statements from such a position are measured based on the largest benefit that has a greater than
Interest
and penalties related to liabilities for uncertain tax positions will be charged to interest and operating expenses, respectively. The
Company has net operating loss carryforwards (NOL) for income tax purposes of approximately $
Internal Revenue Code Section 382 (“Section 382”) imposes limitations on the availability of a company’s net operating losses after certain ownership changes occur. The Section 382 limitation is based upon certain conclusions pertaining to the dates of ownership changes and the value of the Company on the dates of the ownership changes. It was determined that an ownership change occurred in October 2013 and March 2014. The amount of the Company’s net operating losses incurred prior to the ownership changes are limited based on the value of the Company on the date of the ownership change. Management has not determined the amount of net operating losses generated prior to the ownership change available to offset taxable income after the ownership change.
The Company follows ASC 260 to account for earnings per share. Basic earnings per common share calculations are determined by dividing net results from operations by the weighted average number of shares of common stock outstanding during the year. Diluted loss per common share calculation is determined by dividing net results from operations by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.
For the year ended March 31, 2023, shares issuable upon conversion of convertible notes were anti-dilutive because of net loss and as such, their effect has not been included in the calculation of diluted net loss per share. No dilutive common shares in the comparative year.
Goodwill (Restated)
Goodwill
represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination.
Goodwill is reviewed for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the carrying
amount of goodwill may be impaired. In conducting its annual impairment test, the Company first reviews qualitative factors to determine
whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If factors indicate that
the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative assessment and the fair value
of the reporting unit is determined by analyzing the expected present value of future cash flows. If the carrying value of the reporting
unit continues to exceed its fair value, the fair value of the reporting unit’s goodwill is calculated and an impairment loss equal
to the excess is recorded. As of March 31, 2023, the Company recognized goodwill on the acquisition of its wholly owned subsidiaries;
RxCompoundStore.com, LLC. (“RxCompound”) and Peaks Curative, LLC. (“Peaks”). As corrected by this amended annual filing, the Company restated the historical Goodwill recorded at the subsidiary
of RxCompoundstore.com. The Company recognized Goodwill of $
The Company applies the fair value method of ASC 718, Compensation-Stock Compensation, in accounting for its stock-based compensation. These standards state that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period, if any. The Company uses the Black-Scholes option pricing model to determine the fair value of its stock, stock option and warrant issuance. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price, as well as assumptions regarding a few complex and subjective variables. These variables include the Company’s expected stock price, volatility over the term of the awards, actual employee exercise behaviors, risk-free interest rate and expected dividends. The company issued common stock for services provided by officers and others, during the year ended March 31, 2023. However, no stock-based commitments were outstanding as at March 31, 2023 and 2022.
| F-10 |
Cash flows reporting
The Company follows ASC 230 to report cash flows. This standard classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by this standard to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports separately information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to this standard.
Fair Value
FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:
Level 1 — Quoted market prices for identical assets or liabilities in active markets or observable inputs;
Level 2 — Significant other observable inputs that can be corroborated by observable market data; and
Level 3 — Significant unobservable inputs that cannot be corroborated by observable market data.
The carrying amounts of cash, accounts payable and other liabilities, accrued expenses and settlement payable approximate fair value because of the short-term nature of these items.
The fair value of the Company’s debt approximated the carrying value of the Company’s debt as of March 31, 2023, and as of March 31, 2022. Factors that the Company considered when estimating the fair value of its debt included market conditions, liquidity levels in the private placement market, variability in pricing from multiple lenders and terms of debt.
Property and equipment
Property
and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals
and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated
depreciation are removed from the respective accounts, and any gain or loss is included in operations. During the year ended March
31, 2023, RxCompound added various equipment for its hazardous room, to compound hormonal creams. Depreciation on equipment is
charged using a straight line method over the estimated useful life of
Recently issued accounting pronouncements
We have considered the impact of the following pronouncements:
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which will require lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model and the new revenue recognition standard. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. In January 2018, the FASB issued ASU 2018-01, which permits an entity to elect an optional transition practical expedient to not evaluate land easements that exist or expire before the Company’s adoption of Topic 842 and that were not previously accounted for as leases under Topic 840. On May 20, 2020, the FASB voted to delay implementing the new lease standard for non-public organizations, making their new effective date the fiscal year starting after Dec. 15, 2021. The Company adopted this transition provision and provided necessary disclosures.
| F-11 |
In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, (for “emerging growth company” beginning after December 15, 2020). The Company has adopted this standard effective from January 1, 2021, and the adoption of this standard did not have any significant impact on the consolidated financial statements.
The FASB recently issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to reduce complexity in applying GAAP to certain financial instruments with characteristics of liabilities and equity. The guidance in ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, which requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. The amendments in ASU 2020-06 further revise the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. The amendments in ASU 2020-06 are effective for public entities for fiscal years beginning after December 15, 2021, with early adoption permitted (for “emerging growth company” beginning after December 15, 2023). The Company has assessed the impact this standard will have on the Company’s consolidated financial statements. No material adjustments were required.
Update ASU 2021-10- Government Assistance (Topic 832)
In November 2021, the FASB issued guidance which requires business entities to disclose information about certain government assistance they receive. The amendments in this Update are effective for all entities within their scope for financial statements issued for annual periods beginning after December 15, 2021. Early application of the amendments is permitted. An entity should apply the amendments in this Update either (1) prospectively to all transactions within the scope of the amendments that are reflected in financial statements at the date of initial application and new transactions that are entered into after the date of initial application or (2) retrospectively to those transactions. We do not expect adoption of this standard to result in additional disclosures within our Consolidated Financial Statements.
Intangible assets (Restated)
Intangible
assets consist of Peaks telemedicine platform, and the Holding Company’s web domains. Intangible assets with finite lives are amortized
over the estimated useful life of
| F-12 |
Reclassification
No restatement was made in comparative Consolidated Financial Statements. However, Certain amounts from the prior year have been reclassified to conform to the current year presentation.
NOTE 3 – PROPERTY AND EQUIPMENT, NET
SCHEDULE OF PROPERTY AND EQUIPMENT
| As of | As of | |||||||
| March 31, 2023 | March 31, 2022 | |||||||
| Equipment – cost | $ | $ | ||||||
| Less: Accumulated depreciation | ( | ) | ||||||
| Property and Equipment, Net | $ | |||||||
Depreciation
expense for the years ended March 31, 2023, and March 31, 2022, was $
During
the year additions represented the Equipment acquired by RxCompound. It also obtained financing for TCA cleanroom Suite ($
Weighted
average remaining term was
NOTE 4- LEASES
The Company treats a contract as a lease when the contract conveys the right to use a physically distinct asset for a period of time in exchange for consideration, or the Company directs the use of the asset and obtains substantially all the economic benefits of the asset. These leases are recorded as right-of-use (“ROU”) assets and lease obligation liabilities for leases with terms greater than 12 months. ROU assets represent the Company’s right to use an underlying asset for the entirety of the lease term. Lease liabilities represent the Company’s obligation to make payments over the life of the lease. A ROU asset and a lease liability are recognized at commencement of the lease based on the present value of the lease payments over the life of the lease. Initial direct costs are included as part of the ROU asset upon commencement of the lease. Since the interest rate implicit in a lease is generally not readily determinable for the operating leases, the Company uses an incremental borrowing rate to determine the present value of the lease payments. The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar lease term to obtain an asset of similar value.
The Company reviews the impairment of ROU assets consistent with the approach applied for the Company’s other long-lived assets. The Company reviews the recoverability of long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company elected the practical expedient to exclude short-term leases (leases with original terms of 12 months or less) from ROU asset and lease liability accounts.
RxCompoundStore.com,
LLC entered into a lease arrangement on May 26, 2022, whereby the subsidiary obtained the possession of the property located at 8950
SW 74th Court Suite 101, Miami, FL, 33156. The lease requires monthly payments of $
| F-13 |
Supplemental balance sheet information related to leases were as follows:
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET RELATED TO LEASES
| As of | As of | |||||||
| March 31, 2023 | March 31, 2022 | |||||||
| Assets | ||||||||
| Right of use asset, net | $ | $ | ||||||
| Operating lease liabilities | ||||||||
| Current | ||||||||
| Non-current | ||||||||
| Total Lease Liabilities | $ | $ | ||||||
The components of lease cost were as follows:
SCHEDULE OF LEASE COST
For the Years Ended March 31 | ||||||||
| 2023 | 2022 | |||||||
| Depreciation | $ | $ | ||||||
| Interest on lease obligation | ||||||||
| Total lease cost | $ | $ | ||||||
Lease term and discount rate were as follows:
SCHEDULE LEASE TERM AND DISCOUNT RATE
| As of | As of | |||||||
| March 31, 2023 | March 31, 2022 | |||||||
| Weighted average remaining lease term - Operating leases | ||||||||
| Weighted average discount rate - Operating leases | % | |||||||
NOTE 5 - INTANGIBLE ASSETS (Restated)
Intangible assets, consisted of the following:
SCHEDULE OF INTANGIBLE ASSETS
| As of | As of | |||||||
| March 31, 2023 | March 31, 2022 | |||||||
| Telemedicine Platform | $ | $ | ||||||
| Web Domain | ||||||||
| Accumulated Amortization | ( | ) | ||||||
| Net Balance | $ | $ | ||||||
| F-14 |
NOTE 6- GOODWILL (Restated)
Goodwill
represents the excess of the aggregate purchase price over the fair value of the net assets acquired in the business combinations as
well as the Goodwill recorded on the acquired subsidiary of RxCompoundstore. On November 08, 2022, the Company acquired
SCHEDULE OF GOODWILL
| As of | As of | |||||||||||
| March 31, 2023 | Impairment | March 31, 2023 | ||||||||||
(Restated) | (Restated) | |||||||||||
| RxCompound and Peaks | $ | $ | $ | |||||||||
| RxCompound - historical | ||||||||||||
| Total | $ | $ | $ | |||||||||
The Company conducted an impairment test as of March 31, 2023, and no indication of impairment was identified.
NOTE 7- ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consisted of the following:
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES
| As of | As of | |||||||
| March 31, 2023 | March 31, 2022 | |||||||
| Accounts Payable | $ | $ | ||||||
| Accrued Expenses (A) | ||||||||
| Accrued settlement (B) | ||||||||
| Total | $ | $ | ||||||
(A) Accrued Expenses
As
of March 31, 2023, accrued expenses included
interest payable of $
(B) Accrued Settlement
On
May 31, 2022, an Order was issued by the District Court for the settlement of claims of Chromogen ($
As
of March 31, 2023, the company recognized unpaid accrued settlement of $
Prior
year’s claim of $
| F-15 |
NOTE 8 – DEBTS
Notes payable and loans payable consisted of the following:
SCHEDULE OF NOTES AND LOANS PAYABLE
| As of March 31, 2023, | ||||||||||||||||
| Current | Long-Term | |||||||||||||||
| Name | Total | Maturities | Maturities | |||||||||||||
| SBA Loan Payable | (1) | $ | $ | $ | ||||||||||||
| Revolving Promissory Note Payable | (2) | |||||||||||||||
| Convertible Promissory Note Payable | (3) | |||||||||||||||
| Equipment Finance | Note-3 | |||||||||||||||
| $ | $ | $ | ||||||||||||||
As of March 31, 2022,
| Current | Long-Term | |||||||||||||||
| Name | Total | Maturities | Maturities | |||||||||||||
| SBA Loan Payable | (1) | $ | $ | $ | ||||||||||||
| Revolving Promissory Note Payable | (2) | |||||||||||||||
| Convertible Promissory Note Payable | (3) | |||||||||||||||
| PPP Loan Payable | (4) | |||||||||||||||
| Advance Payable | (4) | |||||||||||||||
| Promissory Note Payable | (4) | |||||||||||||||
| Notes payable – related parties | (4) | |||||||||||||||
| $ | $ | $ | ||||||||||||||
| (1) | SBA Loan Payable |
On
July 27, 2020, the Holding Company executed a secured loan with the U.S. Small Business Administration (SBA) under the Economic Injury
Disaster Loan program in the amount of $
On
April 01, 2021, RxCompound executed a secured loan with the U.S. Small Business Administration (SBA) under the Economic Injury Disaster
Loan program in the amount of $
Installment payments due within a year have been classified under current liabilities.
Following is the aggregate future long term SBA loan payments, as of March 31, 2023:
SCHEDULE OF AGGREGATE FUTURE LONG TERM SBA LOAN PAYMENTS
| Amount | ||||
| Loan Payments | ||||
| Within year 1 | $ | |||
| Within year 2 | ||||
| Within year 3 | ||||
| Within year 4 | ||||
| Thereafter | ||||
| Total Loan Payments | ||||
| Less: Current portion | ( | ) | ||
| Non-Current portion | $ | |||
| F-16 |
(2) Revolving Promissory Note
On
August 31, 2021, the Company issued a revolving promissory note of $
(3) Convertible Promissory Note
The
Company issued two convertible notes to VCAMJI IRREV. TRUST, C/O Giorgio R. Saumat, Trustee against cash proceeds of $
The Company analyzed the convertible notes payable based on the provisions of ASC 815-15 and determined that the conversion options of the convertible notes qualify as embedded derivatives. However, the convertible feature was not beneficial for the holder since issuance due to accumulated deficit and restriction on dividend payments. Accordingly, no derivative liability was recognized as of March 31, 2023. The Company will perform this assessment at each year end.
(4) Opening Debt Obligations:
All
other prior year’s debt obligations of Issa - EL Cheikh and Mario Portella have been settled through the issue of and
shares of common stock, respectively. GHS Investments LLC balance was net settled through the cash payment of $
NOTE 9 – ACQUISITION AND RELATED TRANSACTIONS
On
or about November 3, 2021 the Company entered into an agreement for the purchase of RxCompoundStore.com, LLC and Peaks Curative, LLC
through the purchase of
Subsidiaries
operating results were consolidated according to the above acquisition dates. Shortly after entering into the purchase agreement with
RxCompoundstore.com and Peaks Curative, the Company shifted from formulating and selling CBD products to formulating pharmaceutical products
and topicals for sale through its accounts and the telemedicine platform of Peaks Curative. Consequently, in
the year ended March 31, 2023, no revenue was recognized by the Holding Company but generated revenue of $
As consideration for the acquisition, an aggregate of shares of the company’s Common Stock of the Earth Science Tech, Inc were issued to the shareholders of subsidiaries in following proportion:
SCHEDULE OF AN AGGREGATE SHARES OF THE COMMON STOCK
| Shareholder of Subsidiaries | Shares
of Common Stock | |||
| Mario G. Tabraue | ||||
| Jose Rodriguez | ||||
| Mario Portela | ||||
| Adrian Raventons | ||||
| Frank Garcia | ||||
| Sam Garcia | ||||
| Total |
Pro Forma unaudited financial information has been attached within the 10-K as Exhibit 99.3.
| F-17 |
NOTE 10 – COMMITMENTS AND CONTINGENCIES
Legal Matters:
The Company received an email on February 9, 2023, from the Autorité des Marchés Financiers (“the AMF”) with a complaint, in French, dated January 23, 2023. The Complaint alleges that the Company’s former CEO, Dr. Michele Aube, improperly raised capital for the Company and is claiming Forty Thousand Dollars in damages. Dr. Aube resigned in 2019. On May 23rd, 2023, the Company agreed not to raise any new capital in Quebec and pay Seven Thousand, Four Hundred and Seven Dollars in administrative penalty to the AMF.
Status of prior year’s outstanding claims have been disclosed in NOTE 7.
Employment and Consulting Agreements:
The
Company is a party to an employment agreement with its CFO $
No consulting agreement was signed during the years ended March 31, 2023, and March 31, 2022.
Rental:
During the year ended March 31, 2023, RxCompound entered into lease arrangement for the property located at 8950 SW 74th Court Suite 101, Miami, FL, 33156. Terms of the contract have been disclosed in NOTE 04 – LEASES.
NOTE 11 – EQUITY
Common stock:
The Company has authorized shares of $ par value common stock. As of March 31, 2023, and March 31, 2022, the Company had and shares, respectively, of common stock issued and outstanding.
During
the year ended March 31, 2023, the Company issued shares of common stock against cash proceeds of $
Common stock issued for officer’s compensation and debt settlement were and (shareholder-wise breakdown has been disclosed in NOTE 7).
On July 15, 2022, the company issued shares to Mario Alexander Portela, Jose Damian Rodriguez and Steven Warm (for receiver’s services).
In connection with the Acquisition of RxCompound and Peaks, the Company issued shares of common stock to the existing shareholders of subsidiaries (shareholder-wise breakdown has been disclosed in NOTE 9).
| F-18 |
During
the year ended March 31, 2022, the Company issued common shares for cash consideration
of $
On
June 04, 2021, the Company issued shares of Common Stock at a price of $ per share in conversion of the Convertible
Promissory Note dated April 2, 2019, for the principal debt amount of $
Preferred Stock:
On April 21, 2022, the Company amended its Articles of Incorporation to include Preferred Stock - Series B Preferred, authorized shares.
As stock-based compensation, the Company issued shares of Series B Preferred to Nickolas Tabraue, and shares of Series B Preferred Stock were issued to Mario Tabraue.
In October 2022, both Nickolas S. Tabraue and Mario G. Tabraue transferred their Series B Preferred Stock to Giorgio R. Saumat through a settlement agreement, see October 28, 2022, filed 8-K – Item 1.01.
NOTE 12 – RELATED PARTY TRANSACTIONS
Parties are considered to be related if one party has the ability to control or exercise significant influence over the other party in making financial and operating decisions. Transactions with related parties have been disclosed in debt, acquisition and officer’s compensation notes.
NOTE 13 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through June 16, 2023, which is the date the financial statements were issued, and has concluded that no such events or transactions took place which would require adjustment to or disclosure in the financial statements, except for the following:
On
June 03, 2022, Promissory Note was issued to Robert Stevens against accrued settlement of $
| F-19 |
ITEM 9A. CONTROLS AND PROCEDURES (Restated)
EVALUATION OF DISCLOSURE CONTROLS & PROCEDURES
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance of achieving the desired control objectives. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
The Company’s management, including the Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the Company’s design and operations of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of the end of the period covered by this annual Report on Form 10-K/A. Based on that review and evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of the end of the period covered by this Amended Annual Report, the Company’s disclosure controls and procedures were not effective as of March 31, 2023 (the “Evaluation Date”), in ensuring that (i) information required to be disclosed by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for accurate and timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting
Our disclosure controls and procedures contain components of our internal controls over financial reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and financial officer and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of the Evaluation Date. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control-Integrated Framework (2013). The COSO framework is based upon five integrated components of control: control environment, risk assessment, control activities, information and communications and ongoing monitoring.
Based on an evaluation under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer has concluded that the Company’s internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act were not effective as of the Evaluation Date, to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Each of the following is deemed a material weakness in our internal control over financial reporting:
Limited or no segregation of duties and lack of multiple levels of supervision and review.
Ineffective controls over financial reporting.
Lack of checks and balances in the design and operation of our disclosure controls and procedures.
Management believes that the material weaknesses set forth in the three items above ultimately did not have an effect on our financial results. See remediation efforts taken by the Company to address the above material weaknesses and other deficiencies identified.
Remediation Efforts to Address Material Weaknesses
In July 2023, our Board of Directors appointed a new CFO who has increased our personnel resources and technical accounting expertise within the accounting function to review and address the accounting errors that led to our financial statement restatement. Additionally, ETST now has a total of 5 directors, 2 of whom are independent, who will undertake the oversight in the establishment and monitoring of required internal controls and procedures, such as reviewing and approving estimates and assumptions made by management.
Changes in Internal Control over Financial Reporting
During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
On February 10, 2023, Steven Warm, Jeannette Payne Steigerwald, and Nickolas S. Tabraue resigned from their positions as members of the Board of Directors of Earth Science Tech, Inc. (the “Company”). Their resignations were not the result of any disagreement with the Company or any other entity or any matter relating to the operations, policies (including accounting or financial policies) or practices of the Company.
On February 10, 2023, Nickolas S. Tabraue resigned from his role as the Company’s Chief Executive Officer (“CEO”). His resignation was not the result of any disagreement with the Company or any other entity or any matter relating to the operations, policies (including accounting or financial policies) or practices of the Company.
| 20 |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE (Restated)
The Company does not, at present, have any employees other than the current officers and directors. We have not entered into any employment agreements, as we currently do not have any employees other than the current officers and directors.
Directors and Executive Officers
| Name | Principal Occupation | Age | Director or Officer Since | ||||
| Giorgio R. Saumat | Chief Executive Officer and Director | 44 | 2022 | ||||
| Mario G. Tabraue | President and Director | 44 | 2021 | ||||
| Gabrielle Schuster | Chief Financial Officer | 55 | 2023 | ||||
| Jeff P.H. Cazeau | Independent Director | 55 | 2023 |
There are no other persons nominated or chosen to become directors or executive officers, nor do we have any employees other than above mentioned officers and directors.
Our directors hold office until the next annual meeting of shareholders and the election and qualification of their successors. Directors receive no compensation for serving on the board of directors other than the reimbursement of reasonable expenses incurred in attending meetings. Officers are appointed by the board of directors and serve at the discretion of the board. In July 2023, our Board of Directors appointed a new CFO.
Officer and Director Background:
Giorgio R. Saumat -CEO, Director, & Chairman
Mr. Saumat is an investor and entrepreneur with over 20 years of experience investing, operating, and consulting for private businesses and investors. Having graduated from Rutgers University in 2001 with an undergraduate degree in Economics and Political Science, he co-founded CASAU Group as a private equity group specializing in real estate. In 2009 he opened and invested in multiple locations of restaurants in the greater Miami Area, which he sold in 2013. He then founded POINT96 Consulting to assist private businesses and accredited investors in realizing their personal and/or organizational objectives through unique strategic planning.
Mario G. Tabraue - President & Director
Mr. Tabraue worked from 1997 until 2002 assisting with real estate transactions as well as first- and third-party insurance claims at the law firm of Moises Kaba III. During this time, he also free-lanced, creating websites and working with businesses by creating and implementing new processes in accounting and with digital technologies. From 2002 until 2009, Mr. Tabraue worked for Eller-ITO Stevedoring Company at the Port of Miami where he served in operations and logistics, first with simple vessel operations, and, as he demonstrated his skills, advanced to complex operations and finally management of full vessel planning and operations. From 2009 until 2013, Mr. Tabraue worked for Ceres Marine Terminals as an operations manager, where he was given ever increasing responsibilities until, among his duties, were negotiating contract issues with union labor officials and contract negotiations with companies such as Royal Caribbean, Mediterranean Shipping Lines, Hapag-Lloyd and others. In 2013 through 2014 he began working with Zoological Wildlife Foundation, a business founded by his family in 2008. At the Foundation he restructured operations, tour packages, the accounting systems, and fully automated their booking system through the company’s website. Ultimately all internal procedures were automated and made paperless. In 2014 Mr. Tabraue was recruited back to Eller-ITO where he returned as Marine Manager and has advanced to the position of Special Projects Manager. In 2019, he began work for JCR Medical Equipment, serving as the head of finance. In 2020 Mr. Tabraue purchased RxCompoundStore.com with the vision of starting a telemedicine platform to expand the company’s reach and to compete in the online market.
Jeff P.H. Cazeau - Independent Director
Mr. Cazeau is an attorney whose practice areas have included Government Contracts, Lobbying and Municipal Law. Mr. Cazeau currently serves as the City Attorney for the City of North Miami. Prior to becoming City Attorney, Mr. Cazeau assisted clients in obtaining and keeping contracts with federal, state, and local government entities. Mr. Cazeau is experienced in assisting small, minority, and women owned businesses obtain various socio-economic certifications such as Disadvantaged Business Enterprise (DBE); Airport Concessions Disadvantaged Business Enterprise (ACDBE) certifications and SBA 8(a). Before attending law school, Mr. Cazeau served nine years as a commissioned officer in the United States Navy. During his naval career he held several positions including Anti-Submarine Warfare Officer, Legal Officer, and Navigator aboard USS ELLIOT (DD 967) and Politico-Military Affairs Officer at United States Southern Command (SOUTHCOM).
| 21 |
Gabrielle Schuster - CFO
Gabrielle Schuster, CPA (inactive) is a graduate of Florida Atlantic University and holds a Bachelor of Science degree, majoring in accounting. Gabrielle has over 10 years of experience working in the public accounting arena with extensive experience in financial statement audit, controls assessment, and financial reporting. She began her career at Deloitte performing financial statement audits for both publicly traded and privately held clients. She continued her career accomplishments at Ryder Systems, Inc. and Tyco International focusing on management of the close process and operational reporting. Gabrielle went on to serve as controller in a variety of industries including real estate & property management, and medical consulting where she excelled in building accounting teams, developing refined month end close processes and automating financial reporting and consolidation. In 2015, Gabrielle joined IZ Forensics, LLC providing business consulting and outsourced CFO.
Committees of The Board of Directors
The Company is managed under the direction of Giorgio R. Saumat, Mario G. Tabraue, and Jeff P.H. Cazeau.
The Company does not have an executive committee at this time.
The Company does not have an audit committee at this time.
Officer’s and Director’s Involvement in Legal Proceedings
No executive Officer or Director of the Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending. No executive Officer or Director of the Company is the subject of any pending legal proceedings. No Executive Officer or Director of the Company is involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director of any business.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the compensation paid to officers and board members during the fiscal year 2022. The table sets forth this information for Earth Science Tech, Inc. including salary, bonus, and certain other compensation to the Board members and named executive officers for the past two fiscal years.
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||
| Nickolas S. Tabraue (1) | 2023 | $ | 53,770 | $ | — | $ | 1,500 | $ | — | $ | — | $ | — | $ | — | $ | 55,270 | |||||||||||||||||||
| Former CEO | 2022 | 60,000 | — | — | — | — | — | — | 60,000 | |||||||||||||||||||||||||||
| Mario G. Tabraue (2) | 2023 | $ | 17,000 | $ | — | $ | 3,000 | $ | — | $ | — | $ | — | — | $ | 20,000 | ||||||||||||||||||||
| President | 2022 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Wendell Hecker | 2023 | $ | 15,750 | — | — | $ | — | $ | — | $ | — | — | $ | 15,750 | ||||||||||||||||||||||
| FormerCFO | 2022 | 17,308 | — | — | — | — | — | — | 17,308 | |||||||||||||||||||||||||||
| (1) | Nickolas S. Tabraue was succeeded by Giorgio R. Saumat in February 2023. |
| 22 |
EMPLOYMENT AGREEMENTS
Giorgio R. Saumat started on February 13, 2023. Mr. Saumat has not and will not receive compensation until the Company is cash flow positive for 3 consecutive bi-weekly payroll periods. Once the Company has achieved cash flow positive status, the Company’s Board of Directors will renegotiate the CEO’s agreement.
Mario G. Tabraue started in November 2021 without compensation. On April 1, 2022, Mr. Tabraue received 2,500,000 shares of the Company’s common stock and received $8,000.00 as a signing bonus for all the work done since executing the November 3, 2021, escrowed agreement. Pursuant to this contract, the Executive was to receive $4,333.33 (four thousand, three hundred, and thirty-three) dollars per month. The frequency of payments was to conform to the Company’s policy of paying its executives biweekly, which is equivalent to 26 pay periods. In addition, the Executive was to be entitled to 50,000 shares each fiscal quarter. On October 10, 2022, Mr. Tabraue’s employment agreement was amended to receive no compensation until the Company is cash flow positive for 3 consecutive bi-weekly payroll periods. Once the Company has achieved cash flow positive status, the Company’s Board of Directors will renegotiate the President’s agreement.
Wendell Hecker started in 2018 at a salary of $2,500 per month and 10,000 shares of restricted common stock per quarter. On April 01, 2020, the Company entered into an Employment Agreement with Mr. Hecker (the “Hecker Employment Agreement”) for a term of 1 year, renewable upon mutual agreement of both parties for an additional 1-year term. The Hecker Employment Agreement provides that Mr. Hecker receives a $1,500 monthly salary and 5,000 shares each fiscal quarter. The term of the Hecker Employment Agreement is 1 year, renewable upon mutual agreement of both parties for an additional 1-year term. The Hecker Employment Agreement may be terminated with or without cause, pursuant to the terms therein.
Jeff P.H. Cazeau started on February 13, 2023. Mr. Cazeau has not and will not receive compensation until the Company is cash flow positive for 3 consecutive bi-weekly payroll periods. Once the Company has achieved cash flow positive status, the Company’s Board of Directors will renegotiate the Director’s agreement.
There are no other employment agreements between the Company and its executive officers or directors. Our executive officers and directors have the responsibility of determining the timing of remuneration programs for key personnel based upon such factors as positive cash flow, shares sales, product sales, estimated cash expenditures, accounts receivable, accounts payable, notes payable, and cash balances. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
SEC regulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits to our executive officers in connection with any termination of employment or change in control of the Company. Such payments are set forth above in the section entitled “Employment Agreements.”
None of our executive officers or directors received, nor do we have any arrangements to pay out, any bonus, stock awards, option awards, non-equity incentive plan compensation, or non-qualified deferred compensation.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
None.
OPTION/SAR GRANTS IN THE LAST FISCAL YEAR
None.
CONSULTING AGREEMENTS WITH OFFICERS AND DIRECTORS
None.
DIRECTOR COMPENSATION
We have no standard arrangement to compensate directors for their services in their capacity as directors. Directors are not paid for meetings attended. However, we intend to review and consider future proposals regarding board compensation. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company’s officers and directors are indemnified as provided by the Florida Statutes and the Company’s bylaws.
The Company’s bylaws provide that it will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Company, or is or was serving at the request of Earth Science Tech as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under the bylaws or otherwise.
There are no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
As of March 31, 2023, we had outstanding 282,611,083 shares of common stock. Each share of common stock is currently entitled to one vote on all matters put to a vote of our stockholders. The following table sets forth the number of common shares, and percentage of outstanding common shares, beneficially owned as of the date hereof by:
| ● | each person known by us to be the beneficial owner of more than five percent of our outstanding common stock; | |
| ● | each of our current directors; | |
| ● | each our current executive officers and any other persons identified as a “named executive” in the Summary Compensation Table above; and | |
| ● | all our current executive officers and directors as a group. |
Beneficial ownership is determined in accordance with the rules of the SEC and includes general voting power and/or investment power with respect to securities. Shares of common stock issuable upon exercise of options or warrants that are currently exercisable or exercisable within 60 days of the record date, and shares of common stock issuable upon conversion of other securities currently convertible or convertible within 60 days, are deemed outstanding for computing the beneficial ownership percentage of the person holding such securities but are not deemed outstanding for computing the beneficial ownership percentage of any other person. Under the applicable SEC rules, each person’s beneficial ownership is calculated by dividing the total number of shares with respect to which they possess beneficial ownership by the total number of outstanding shares. In any case where an individual has beneficial ownership over securities that are not outstanding but are issuable upon the exercise of options or warrants or similar rights within the next 60 days, that same number of shares is added to the denominator in the calculation described above. Because the calculation of each person’s beneficial ownership set forth in the “Percentage Beneficially Owned” column of the table may include shares that are not presently outstanding, the sum total of the percentages set forth in such a column may exceed 100%. Unless otherwise indicated, the address of each of the following persons is 8950 SW 74th CT, Miami, FL 33156, USA, and, based upon information available or furnished to us, each such person has sole voting and investment power with respect to the shares set forth opposite his, her or its name.
| Beneficial Owner(1) | Common Stock | Series
B Preferred Stock | Number
of Shares Beneficially Owned(2) | Percent(3) | ||||||||||||
| 5% Stockholders: | ||||||||||||||||
| Jose Rodriguez (4) | 20,500,000 | 20,500,000 | 7.25 | % | ||||||||||||
| Mario A. Portela (5) | 20,500,000 | 20,500,000 | 7.25 | % | ||||||||||||
| Great Lakes Holdings Group, Inc.(6) | 23,000,000 | 23,000,000 | 8.14 | % | ||||||||||||
| Named Executive Officers and Directors: | ||||||||||||||||
| Giorgio R. Saumat –Chief Executive Officer, Secretary and Director (7) | 88,405,767 | 1,000,000 | 88,405,767 | 31.28 | % | |||||||||||
| Wendell Hecker, Chief Financial Officer (8) | 70,000 | 70,000 | 0.02 | % | ||||||||||||
| Mario G. Tabraue (9) | 12,250,000 | 12,250,000 | 4.33 | % | ||||||||||||
| All executive officers and directors as a group (5 persons) | 100,725,767 | 35.64 | % | |||||||||||||
| (1) | Except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and to the information contained in the footnotes to this table. |
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| (2) | Under SEC rules, a person is deemed to be the beneficial owner of shares that can be acquired by such person within 60 days upon the exercise of options or the settlement of other equity awards. |
| (3) | Calculated on the basis of 282,611,083 shares of common stock outstanding as of March 31, 2023, plus any additional shares of common stock that a stockholder has the right to acquire within 60 days after March 31, 2023. Further, the positions listed are as of the date of this Registration Statement. |
| (4) | Jose Rodriguez received 20,500,000 shares of the Company’s restricted Common Stock on November 8, 2022 through a settlement and release agreement part of the amended Purchase Agreement for the Membership units of both RxCompound and Peaks, see November 8, 2022’s 8-K filing. |
| (5) | Mario A. Portela received 2,750,00 shares of the Company’s restricted Common Stock through a settlement release agreement to satisfy his convertible promissory note, see October 28, 2022’s 8-K filing. On November 8, 2022, Mr. Portela received 17,750,000 shares of the Company’s restricted Common Stock through a settlement and release agreement as part of the amended Purchase Agreement for the Membership units of both RxCompound and Peaks, see November 8, 2022’s 8-K filing. |
| (6) | Great Lakes is owned and controlled by Dr. Issa El-Cheikh. |
| (7) | Giorgio R. Saumat has been a Director of the Company since October 2022 and CEO of the Company since February 2023. Mr. Saumat obtained 62,562,440 shares of the Company’s restricted Common Stock on October 24, 2022, from a settlement and release agreement, see October 28, 2022’s filed 8-K. Mr. Saumat purchased a total of 25,200,000 shares at $0.005 per shares directly from the Company and 658,327 shares in the open market between October 2022 and March 31, 2023. All shares obtained by Mr. Saumat are filed via FORM-4 in compliance with the SEC. |
| (8) | Wendell Hecker has been the Chief Financial Officer from February 2018 to June 2023. He has received 10,000 shares per quarter as part of his compensation package and, as of March 31, 2022, held 70,000.
|
| (9) | Mario G. Tabraue has been the President and Director of the Company since November 2021. Mr. Tabraue received 2,000,000 shares of the Company’s restricted Common Stock in April 2022 upon executing his employee agreement and 10,250,000 shares of the Company’s restricted Common Stock through a settlement and release agreement as part of the amended Purchase Agreement for the Membership units of both RxCompound and Peaks, see November 8, 2022’s 8-K filing. |
Rule 13d-3 under the Securities Exchange Act of 1934 governs the determination of beneficial ownership of securities. That rule provides that a beneficial owner of a security includes any person who directly or indirectly has or shares voting power and/or investment power with respect to such security. Rule 13d-3 also provides that a beneficial owner of a security includes any person who has the right to acquire beneficial ownership of such security within sixty days, including through the exercise of any option, warrant or conversion of a security. Any securities not outstanding which are subject to such options, warrants or conversion privileges are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person. Those securities are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person.
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There were no grants of stock options since inception to March 31, 2023. We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
The Board of Directors of the Company has not adopted a stock option plan. The company has no plans to adopt one but may choose to do so in the future. If such a plan is adopted, this may be administered by the board, or a committee appointed by the board (the “Committee”). The Committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. The Company may develop an incentive-based stock option plan for its officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
On February 13, 2023, a voting majority entitled by action without meeting of the Company’s shareholders elected Jeff P.H. Cazeau as the Company’s Independent Director of the Board. Mr. Cazeau will receive no compensation until the Company is cash flow positive for 3 consecutive bi-weekly payroll periods. Once the Company has achieved cash flow positive status, the Company’s Board of Directors will renegotiate the Director’s agreement.
EQUITY ISSUANCES TO OFFICERS AND DIRECTORS
The Company issued shares of common stock (3,500,000 shares) and Preferred B stock (1,000,000 shares) to Nickolas S. Tabraue and Mario G. Tabraue against services provided during the year ended March 31, 2023.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
During the fiscal year ended March 31, 2023, we incurred approximately $10,000 in audit and audit related fees to our principal independent accountants for professional services rendered in connection with the audit of financial statements for the year ended March 31, 2023. We did not incur any other fees or tax-related services fees during that time period.
R. Bolko, CPA P.A. is the Company’s principal auditing firm. The Company’s Board of Directors has considered whether the provisions of audit services are compatible with maintaining R. Bolko, CPA P.A.’s independence. The engagement of our independent registered public accounting firm was approved by our Board of Directors prior to the start of the audit of our consolidated financial statements for the year ended March 31, 2023.
The following table represents aggregate fees billed to the Company for the years ended March 31, 2023, and 2022.
| Services | 2023 | 2022 | ||||||
| Audit fees | $ | 10,000 | $ | 27,500 | ||||
| Audit related fees | $ | $ | ||||||
| Tax fees | $ | $ | ||||||
| All other fees | $ | $ | ||||||
| Total fees | $ | 10,000 | $ | 27,500 | ||||
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PART IV
ITEM 15. EXHIBITS
The following exhibits are incorporated into this Form 10-K Annual Report:
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of the Securities and 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: February 27, 2024 | By: | /s/ Giorgio R. Saumat |
| Giorgio R. Saumat | ||
| Its: | CEO and Director | |
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Exhibit 3.2
Exhibit 31.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14
I, Giorgio R. Saumat as CEO certify that:
1. I have reviewed this annual report on Form 10-K/A of Earth Science Tech, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, which involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| EARTH SCIENCE TECH, INC. | ||
| Dated: February 27, 2024 | By: | /s/ Giorgio R. Saumat |
| Giorgio R. Saumat | ||
| Its: | CEO and Director | |
Exhibit 31.2
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14
I, Gabrielle Schuster as Chief Financial Officer for Earth Science Tech, Inc., certify that:
1. I have reviewed this annual report on Form 10-K/A of Earth Science Tech, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, which involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| EARTH SCIENCE TECH, INC. | ||
| Dated: February 27, 2024 | By: | /s/ Gabrielle Schuster |
| Gabrielle Schuster | ||
| Its: | Chief Financial Officer | |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Earth Science Tech, Inc. (the “Company”) on Form 10-K/A for the period ending March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Giorgio R. Saumat as CEO for Earth Science Tech, Inc. certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| EARTH SCIENCE TECH, INC. | ||
| Dated: February 27, 2024 | By: | /s/ Giorgio R. Saumat |
| Giorgio R. Saumat | ||
| Its: | CEO and Director | |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Earth Science Tech, Inc. (the “Company”) on Form 10-K/A for the period ending March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Wendell Hecker as Chief Financial Officer for Earth Science Tech, Inc., certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| EARTH SCIENCE TECH, INC. | ||
| Dated: February 27, 2024 | By: | /s/ Gabrielle Schuster |
| Gabrielle Schuster | ||
| Its: | Chief Financial Officer | |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 99.1
