Exhibit 2.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01 Completion of Acquisitions
Purpose of this 8-K/A
We are filing this Amended Current Report on Form 8-K/A to update the Current Report on Form 8-K/A filed with the SEC on February 24, 2023. The purpose of this Amended Current Report on Form 8-K/A is to disclose the revised audit letter for RxCompoundStore.com, LLC., unaudited Pro Forma and correcting Exhibit 99.3 Description.
On December 30, 2022 Earth Science Tech, Inc., a Florida corporation (OTC: ETST) (the “Company”) received Peaks Curative, LLC., a Florida limited liability company (“Sellers”) audited financials pursuant to the previously announced Purchase and Sale Agreement (as amended, the “Purchase and Sale Agreement”) dated November 8, 2022 (the “closing Date), and, for the purposes set forth therein, the Seller entered into a Purchase and Sale Agreement, pursuant to which the Company agreed to acquire the Sellers.
On February 3, 2023 Earth Science Tech, Inc., a Florida corporation (OTC: ETST) (the “Company”) received RxCompoundStore.com, LLC., a Florida limited liability company (“Sellers”) audited financials pursuant to the previously announced Purchase and Sale Agreement (as amended, the “Purchase and Sale Agreement”) dated November 8, 2022 (the “closing Date), and, for the purposes set forth therein, the Seller entered into a Purchase and Sale Agreement, pursuant to which the Company agreed to acquire the Sellers.
The description of the Purchase and Sale Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the Purchase and Sale Agreement, a copy of which is filed as Exhibit 2.1 hereto, and the terms of which are incorporated by reference herein. This summary is not intended to modify or supplement any factual disclosures about the Company, and should not be relied upon as disclosure about the Company without consideration of the periodic and current reports and statements that the Company files with the SEC. The terms of the Purchase and Sale Agreement govern the contractual rights and relationships between, and allocate risks among, the parties thereto in relation to the transactions contemplated thereby. In particular, the representations and warranties made by the parties to each other in the Purchase and Sale Agreement reflect negotiations between, and are solely for the benefit of, the parties thereto and may be limited or modified by a variety of factors, including subsequent events, information included in public filings, disclosures made during negotiations among the parties, correspondence between the parties and disclosure schedules to the Purchase and Sales Agreement. Accordingly, such representations and warranties may not describe the actual state of affairs at the date they were made or at any other time and should not be relied upon as statements of fact.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The financial statements of Peaks Curative, LLC. required by Item 9.01(a) to this Current Report on Form 8-K are incorporated herein by reference to (i) Peaks Curative, LLC’s audited consolidated balance sheets as of and for the years ended September 30, 2021, and 2022.
The financial statements of RxCompoundStore.com, LLC. required by Item 9.01(a) to this Current Report on Form 8-K are incorporated herein by reference to (i) RxCompondStore.com, LLC’s audited consolidated balance sheets as of and for the years ended March 31, 2021, and 2022.
(b) Pro Forma Financial Information
The pro forma financial information required by Item 9.01(b) to this Current Report on Form 8-K is incorporated herein by reference to the unaudited pro forma.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EARTH SCIENCE TECH, INC. | ||
| Dated: March 1, 2023 | By: | /s/ Giorgio R. Saumat |
| Giorgio R. Saumat | ||
| Its: | CEO and Director | |
Exhibit 2.1
Exhibit 23.1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Managing Members of Peaks Curative, LLC.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Peaks Curative, LLC, (the Company) as of September 30, 2022, and the related statements of income, changes in members’ equity, and cash flows for the period from inception (October 1, 2021) to September 30, 2022, 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 September 30, 2022, and the results of its operations and its cash flows for the period from inception (October 1, 2021) to September 30, 2022, in conformity with accounting principles generally accepted in the United States of America.
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 4 to the Company’s financial statements, the Company has incurred recurring operating losses, has negative cash flows from operating activities, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 4. The consolidated financial statements do not include any adjustments resulting from the outcome of this uncertainty. Our opinion has not changed as a result of this matter.
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 audits. 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 audits 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 audits 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 audits 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 audits provide a reasonable basis for our opinion.
| /s/ Bolko & Company | |
| We have served as the Company’s auditor since 2022. | |
| Boca Raton, Florida | |
December 30, 2022 |
Exhibit 23.2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Managing Member of RXcompoundstore.com, LLC.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of RXcompoundstore.com, LLC, (the Company) as of March 31, 2022, and the related statements of operations, Members deficit and cash flows for the two-year period 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 the results of its operations and its cash flows for the two-year period then ended in conformity with accounting principles generally accepted in the United States of America.
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 8 to the financial statements, the Company has incurred recurring operating losses, has negative cash flows from operating activities, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 8. The consolidated financial statements do not include any adjustments resulting from the outcome of this uncertainty. Our opinion has not changed as a result of this matter.
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 audits. 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 audits 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 audits 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 audits 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 audits provide a reasonable basis for our opinion.
| /s/ Bolko & Company | |
| We have served as the Company’s auditor since 2022. | |
| Boca Raton, Florida | |
| February 3, 2023 |
Exhibit 99.2
Peaks Curative, LLC.
Financial Statements for the Period from
October 1, 2021 to September 30, 2022
Peaks Curative, LLC.
FINANCIAL STATEMENTS
TABLE OF CONTENTS
| Page | |
| Auditor’s Report | F-1 |
| Balance Sheet | F-2 |
| Statement of Operations | F-3 |
| Statement of Changes in Member’s Equity | F-4 |
| Statement of Cash Flow | F-5 |
| Notes to Financial Statements | F-6 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Managing Members of Peaks Curative, LLC.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Peaks Curative, LLC, (the Company) as of September 30, 2022, and the related statements of income, changes in members’ equity, and cash flows for the period from inception (October 1, 2021) to September 30, 2022, 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 September 30, 2022, and the results of its operations and its cash flows for the period from inception (October 1, 2021) to September 30, 2022, in conformity with accounting principles generally accepted in the United States of America.
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 4 to the Company’s financial statements, the Company has incurred recurring operating losses, has negative cash flows from operating activities, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 4. The consolidated financial statements do not include any adjustments resulting from the outcome of this uncertainty. Our opinion has not changed as a result of this matter.
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 audits. 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 audits 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 audits 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 audits 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 audits provide a reasonable basis for our opinion.
| /s/ Bolko & Company | |
| We have served as the Company’s auditor since 2022. | |
| Boca Raton, Florida | |
December 30, 2022 |
| F-1 |
Peaks Curative, LLC.
September 30, 2022
| ASSETS | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 545 | ||
| Total current assets | $ | 545 | ||
| Intangible asset | ||||
| Telemedicine Platform | $ | 17,806 | ||
| TOTAL ASSETS | $ | 18,351 | ||
| LIABILITIES | ||||
| Current liabilities | $ | - | ||
| TOTAL LIABILITIES | $ | - | ||
| MEMBERS’ EQUITY | ||||
| Common units | $ | 30,217 | ||
| Retained deficit | $ | (11,866 | ) | |
| TOTAL LIABILITIES AND MEMBERS’ EQUITY | $ | 18,351 | ||
See accompanying notes to these financial statements.
| F-2 |
Peaks Curative, LLC.
For the Period from October 1, 2021 to September 30, 2022
| Revenues | $ | 1,134 | ||
| Cost of goods | $ | 398 | ||
| Gross profit | $ | 736 | ||
| Operating expenses | ||||
| Amortization | 8,902 | |||
| Professional fees | 360 | |||
| General and Administration | 2,796 | |||
| Marketing | 544 | |||
| Total operating expenses | $ | 12,602 | ||
| Net income (loss) | $ | (11,866 | ) |
See accompanying notes to these financial statements.
| F-3 |
Peaks Curative, LLC.
Statement of Changes in Members’ Equity
For the Period from October 1, 2021 to September 30, 2022
| Common Units | Retained Surplus | |||||||||||||||
| Number | Value | (Deficit) | Total | |||||||||||||
| Balance September 1, 2021 | $ | - | $ | - | ||||||||||||
| Capital contributions | 1,000 | 30,217 | $ 30,217 | |||||||||||||
| Net loss | (11,866 | ) | $ | (11,866 | ) | |||||||||||
| Balance September 30, 2022 | 1,000 | $ | 30,217 | (11,866 | ) | $ | 18,351 | |||||||||
See accompanying notes to these financial statements
| F-4 |
Peaks Curative, LLC.
For the Period from October 1, 2021 to September 30, 2022
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net loss | $ | (11,866 | ) | |
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
| Depreciation and amortization | 8,902 | |||
| Changes in operating assets and liabilities: | - | |||
| NET CASH USED BY OPERATING ACTIVITIES | $ | (2,964 | ) | |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Purchase) of intangible assets | (26,708 | ) | ||
| NET CASH USED BY INVESTING ACTIVITIES | (26,708 | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Proceeds from contributed capital | $ | 30,217 | ||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | $ | 30,217 | ||
| NET INCREASE IN CASH | $ | 545 | ||
| Cash, beginning of period | -0- | |||
| Cash, end of period | $ | 545 |
See accompanying notes to these financial statements.
| F-5 |
Peaks Curative, LLC.
NOTE 1. NATURE AND BACKGROUND OF BUSINESS
Peaks Curative, LLC. (the “Company”), was originally formed as a limited liability company by filing Articles of Organization on February 22, 2021. The Company was set up as a telemedicine referral website facilitating asynchronous consultations for branded compound medications prepared by its commonly owned sister company, RxCompoundStore, LLC. (“RxCompound”).
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”).
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the footnotes thereto. Actual results could differ from those estimates. It is reasonably possible that changes in estimates will occur in the near term.
Fiscal Year
The Company operates on a 52- or 53-week fiscal year ending on September 30. The period presented in these financial statements is the fiscal year for the period October 1, 2021 and ended September 30, 2022 (fiscal 2022).
Cash and Cash Equivalents
The Company considers short-term, highly liquid investment with original maturities of three months or less at the time of purchase to be cash equivalents. Cash consists of funds held in the Company’s checking account. As of September 30, 2022, the Company had cash on hand totaling $545.
Receivables and Credit Policy
Trade receivables from customers are uncollateralized customer obligations due under normal trade terms, primarily requiring payment before services are rendered. Trade receivables are stated at the amount billed to the customer. Payments of trade receivables are allocated to the specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoice. The Company, by policy, routinely assesses the financial strength of its customers. As a result, the Company believes that its accounts receivable credit risk exposure is limited and it has not experienced significant write-downs in its accounts receivable balances.
Intangible Asset
Intangible asset reflect the value of proprietary telemedicine website/portal recorded at cost. The Company determines the appropriate useful life of intangible and is being amortized on a straight-line basis over a three-year life.
| F-6 |
Peaks Curative, LLC.
Notes to Financial Statements
Fair Value Measurements
The Company has determined the fair value of certain assets and liabilities in accordance with United States generally accepted accounting principles (“GAAP”), which provides a framework for measuring fair value.
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs.
A fair value hierarchy has been established, which prioritizes the valuation inputs into three broad levels. Level 1 inputs consist of quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the related asset or liability. Level 3 inputs are unobservable inputs related to the asset or liability.
Income Taxes
The Company is treated as a partnership for income tax purposes; accordingly, income taxes have not been provided for in the accompanying financial statements. All of the Company’s income or losses are passed through to its members.
Revenue Recognition
The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee for the arrangement is fixed or determinable and collectability is reasonably assured.
Advertising Expenses
The Company expenses advertising costs as they are incurred.
Recent Accounting Pronouncements
The Company has considered all other recently issued accounting pronouncements during 2022 and do not believe the adoption of such pronouncements will have a material impact on its financial statements.
Note 3 — Intangible Asset, Net
Intangible asset, net consist of the following:
| September 30, | ||||
| 2020 | ||||
| Telemedicine Website and Portal | $ | 26,708 | ||
| Less accumulated amortization | (8,902 | ) | ||
| $ | 17,806 | |||
Amortization expense for the year ended September 30, 2022 was $8,902.
| F-7 |
Peaks Curative, LLC.
Notes to Financial Statements
Note 4 — Liquidity and Going Concern
The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. On September 30, 2022, the Company had negative working capital, a retained deficit of $11,866. These factors raise substantial doubt about the Company’s ability to continue as a going concern. During 2022 the Company plans to raise additional capital and/or seek additional financing for its operations.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully raise additional capital and achieve profitable operations. However, management cannot provide any assurances that the Company will be successful in completing this financing or capital raise and accomplishing any of its plans. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Note 5-Subsequent Events
The Company had one managing member, Mario G. Tabraue, who created the LLC and established the company’s brand and website, who as appointed to Earth Science Tech, Inc. (“ETST”) an OTC-Pink Sheet listed company, as its President and a member of its board of directors on November 3, 2021, as part of a definitive agreement to be acquired by ETST (the “Agreement”). Pursuant to the Agreement the Company set terms for the transaction that was subsequently consummated on November 8, 2022, for 53,700,000 shares of ETST’s restricted common stock along with the Company’s sister company, RxCompound. The shares issued consummated a merger, presently having the Company owned 100% by ETST.
| F-8 |
Exhibit 99.3
RxCompoundStore.com, LLC.
Financial Statements for the Period from
April 1, 2020, to March 31, 2022
RxCompoundStore.com, LLC.
FINANCIAL STATEMENTS
TABLE OF CONTENTS
| Page | |
| Auditor’s Report | F-1 |
| Balance Sheet | F-2 |
| Statement of Operations | F-3 |
| Statement of Changes in Member’s Equity | F-4 |
| Statement of Cash Flow | F-5 |
| Notes to Financial Statements | F-6 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Managing Member of RXcompoundstore.com, LLC.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of RXcompoundstore.com, LLC, (the Company) as of March 31, 2022, and the related statements of operations, Members deficit and cash flows for the two-year period 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 the results of its operations and its cash flows for the two-year period then ended in conformity with accounting principles generally accepted in the United States of America.
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 8 to the financial statements, the Company has incurred recurring operating losses, has negative cash flows from operating activities, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 8. The consolidated financial statements do not include any adjustments resulting from the outcome of this uncertainty. Our opinion has not changed as a result of this matter.
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 audits. 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 audits 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 audits 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 audits 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 audits provide a reasonable basis for our opinion.
| /s/ Bolko & Company | |
| We have served as the Company’s auditor since 2022. | |
| Boca Raton, Florida | |
| February 3, 2023 |
| F-1 |
RxCompoundStore.com, LLC.
March 31, 2022
| ASSETS | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 4,829 | ||
| Inventory | 10,260 | |||
| Total current assets | 15,089 | |||
| Other asset | ||||
| Goodwill | 138,312 | |||
| Accum Amortization Goodwill | (21,907 | ) | ||
| Total other assets | 116,405 | |||
| TOTAL ASSETS | $ | 131,494 | ||
| LIABILITIES AND MEMBERS DEFICIT | ||||
| Current liabilities | | |||
| Accounts payable and accrued expenses | 17,807 | |||
| Loan payable | 6,360 | |||
| Advance from parent company | 30,000 | |||
| Total current liabilities | 54,167 | |||
| Long-term liabilities | ||||
| Loan payable | 102,340 | |||
| Total long-term liability | 102,340 | |||
| TOTAL LIABILITIES | 156,507 | |||
| MEMBERS’ DEFICIT | ||||
| Membership units | 67,511 | |||
| Accumulated Deficit | (92,524) | |||
| Total Membered Deficit | (25,013) | |||
| TOTAL LIABILITIES AND MEMBERS’ Deficit | $ | 131,494 |
See accompanying notes to these financial statements.
| F-2 |
RxCompoundStore.com, LLC.
For the 2 Year Periods April 1, 2020, to March 31, 2022
| Revenues | $ | 533,507 | ||
| Cost of goods | $ | 167,323 | ||
| Gross profit | $ | 366,184 | ||
| Operating expenses | ||||
| Amortization | 6,918 | |||
| Professional fees | 6,199 | |||
| Payroll | 188,432 | |||
| Travel | 2,350 | |||
| Rent expense | 18,643 | |||
| General and Administration | 218,260 | |||
| Total operating expenses | $ | 438,452 | ||
| Net income (loss) | $ | (72,267 | ) |
See accompanying notes to these financial statements.
| F-3 |
RxCompoundStore.com, LLC.
Statement of Changes in Members’ Equity
For the 2 Year Periods from April 1, 2020, to March 31, 2022
| Common Units | Retained Surplus | |||||||||||||||
| Number | Value | (Deficit) | Total | |||||||||||||
| Balance April 1, 2020 | 1,000 | $ | 62,325 | $ | (49,063 | ) | $ | 13,262 | ||||||||
| Capital contributions | - | 5,186 | - | 5,186 | ||||||||||||
| Net loss | - | - | (43,461 | ) | (43,461 | ) | ||||||||||
| Balance March 31, 2022 | 1,000 | $ | 69,511 | $ | (92,524 | ) | $ | (25,013 | ) | |||||||
See accompanying notes to these financial statements
| F-4 |
RxCompoundStore.com, LLC.
For the 2 Year Periods from April 1, 2020, to March 31, 2022
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net income | $ | (72,268 | ) | |
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
| Increase in inventory | (10,260 | ) | ||
| Depreciation and amortization | 21,907 | |||
| Accrued expenses | 45,227 | |||
| Changes in operating assets and liabilities: | - | |||
| NET CASH USED BY OPERATING ACTIVITIES | $ | (15,394 | ) | |
| NET CASH PROVIDED BY OPERATING ACTIVITIES | ||||
| Goodwill | (138,312 | ) | ||
| NET CASH PROVIDED BY INVESTING ACTIVITIES | (138,312 | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Loans | $ | 155,460 | ||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | $ | 155,460 | ||
| NET INCREASE IN CASH | $ | 1,754 | ||
| Cash, beginning of period | 3,075 | |||
| Cash, end of period | $ | 4,829 |
See accompanying notes to these financial statements.
| F-5 |
RxCompoundStore.com, LLC.
NOTE 1. NATURE AND BACKGROUND OF BUSINESS
RxCompoundStore.com, LLC. (the “Company”), was formed in May 2016 as a Florida limited liability company (“LLC”), headquartered in Miami, FL. The Company is a compounding pharmacy that mixes pharmaceutical products to meet the needs of its consumers. The Company’s compounding process allows it to deliver a drug in an exact dose (for a particular ingredient) or to change a pill to a gel or liquid. The Company is presently licensed to dispense in the state of Florida, New York, New Jersey, Delaware, Colorado, Rhode Island, and Arizona.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”).
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the footnotes thereto. Actual results could differ from those estimates. It is reasonably possible that changes in estimates will occur in the near term.
Fiscal Year
The Company operates on a 52-week fiscal year ending on March 31. The period presented in these financial statements is the fiscal year for the period April 1, 2020 and ends March 31, 2022 (fiscal 2022).
Cash and Cash Equivalents
The Company considers short-term, highly liquid investment with original maturities of three months or less at the time of purchase to be cash equivalents. Cash consists of funds held in the Company’s checking account. As of March 31, 2022, the Company had cash on hand totaling $4,829.
Receivables and Credit Policy
Trade receivables from customers are uncollateralized customer obligations due under normal trade terms, primarily requiring payment before services are rendered. Trade receivables are stated at the amount billed to the customer. Payments of trade receivables are allocated to the specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoice. The Company, by policy, routinely assesses the financial strength of its customers. As a result, the Company believes that its accounts receivable credit risk exposure is limited, and it has not experienced significant write-downs in its accounts receivable balances.
| F-6 |
RxCompoundStore.com, LLC.
Notes to Financial Statements
Intangible Asset
Intangible asset reflects the value of the proprietary telemedicine website recorded at cost. The Company determines the appropriate useful life of intangible and is being amortized on a straight-line basis over a three-year life.
Inventories
Inventories stated at the lower of cost or market using the first in, first out (FIFO) method. A reserve will be established if necessary to reduce excess or obsolete inventories to their net realizable value.
Cost of Sales
Product costs and shipping costs to customers and any inventory adjustments.
Fair Value Measurements
The Company has determined the fair value of certain assets and liabilities in accordance with United States generally accepted accounting principles (“GAAP”), which provides a framework for measuring fair value.
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs.
A fair value hierarchy has been established, which prioritizes the valuation inputs into three broad levels. Level 1 inputs consist of quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the related asset or liability. Level 3 inputs are unobservable inputs related to the asset or liability.
Property and Equipment
Property and equipment are recorded at cost net of accumulated depreciation. Depreciation is computed using the straight-line method based upon the estimated useful lives of the respective assets as follows:
| Leasehold improvements | Shorter of useful life or term of lease | |
| Signage | 5 years | |
| Furniture and equipment | 5 years | |
| Computer equipment | 5 years |
The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from accounts and any resulting gains or losses are included in operations.
| F-7 |
RxCompoundStore.com, LLC.
Notes to Financial Statements
Leasing Agreement
The Company was leasing a 300 sq ft space located at 111 SW 3rd Street suite 302, Miami, FL 33130 for $1,751.50 a month up to June 2022.
Income Taxes
The Company is treated as a partnership for income tax purposes; accordingly, income taxes have not been provided for in the accompanying financial statements. All of the Company’s income or losses are passed through to its members.
Revenue Recognition
The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee for the arrangement is fixed or determinable and collectability is reasonably assured.
Advertising Expenses
The Company expenses advertising costs as they are incurred.
Recent Accounting Pronouncements
The Company has considered all other recently issued accounting pronouncements during 2022 and do not believe the adoption of such pronouncements will have a material impact on its financial statements.
Note 3 — Goodwill Asset, Net
Goodwill for the year ended March 31, 2022, was $138,312 with an amortization expense of $21,907.
Note 4 — Concentrations
Cash—Rx places its cash and cash equivalents on deposit with financial institutions in the United States. The Federal Deposit Insurance Corporation covers $250,000 for substantially all depository accounts. Rx from time to time may have amounts on deposit in excess of these insured limits.
Purchases—Two vendors accounted for 45% and 11%, respectively of inventory purchases for the six months ended March 31, 2022.
| F-8 |
RxCompoundStore.com, LLC.
Notes to Financial Statements
Note 5 — Notes Payable
On April 1, 2021, Rx received a $108,700 loan from the Small Business Administration (SBA). Installment payments of $530, including principal and interest of 3.75% annually, will begin on April 1, 2022, after a deferment of 12 months from the date of the note. The balance of principal and interest will be payable on April 1, 2052. The total principal balance and accrued interest as of March 31, 2022 is $108,700 and $4,147, respectively. The loan is secured by a lien on all of Rx’s assets.
The minimum principal payments of the loan payable at March 31, 2022 are as follows:
| FY 2023 | $ | 6,360 | ||
| FY 2024 | 6,360 | |||
| FY 2025 | 6,360 | |||
| FY 2026 | 6,360 | |||
| FY 2027 and thereafter | 83,260 | |||
| Total | $ | 108,700 |
Note 6 — Related Party
As of March 31, 2022 the Company received $30,000 as an advance from its parent company. The advances are unsecured and due on demand.
Note 7 — Members Deficit
As of March 31, 2022 the Company’s principal member contributed capital of $5,186.
Note 8 — Liquidity and Going Concern
The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. On March 31, 2022, the Company had negative working capital, a retained deficit of $72,267. These factors raise substantial doubt about the Company’s ability to continue as a going concern. During 2022 the Company plans to raise additional capital and/or seek additional financing for its operations.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully raise additional capital and achieve profitable operations. However, management cannot provide any assurances that the Company will be successful in completing this financing or capital raise and accomplishing any of its plans. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
| F-9 |
RxCompoundStore.com, LLC.
Notes to Financial Statements
Note 9-Subsequent Events
On April 1, 2022, The Company received advances of $100,000 from the Parent Company. The advances are unsecured and canceled upon consummation of the merger on November 8, 2022.
In June 2022 the Company relocated to a 1,900 sq ft space located in Miami, FL. The lease requires monthly payments of $7,057 for a term of 36-months plus the single lump sum payment of $40,000 upon execution.
The Company only had one managing member, Mario G. Tabraue, who was appointed to Earth Science Tech, Inc. (“ETST”) an OTC-Pink Sheet listed company, as its President and a member of its board of directors on November 3, 2021, as part of a definitive agreement to be acquired by ETST (the “Agreement”). Pursuant to the Agreement the Company set terms for the transaction that was subsequently consummated on November 8, 2022, for 53,700,000 of ETST’s restricted common stock along with the Company’s sister company, Peaks. The shares issued consummated a merger, presently having the Company owned 100% by ETST.
| F-10 |
Exhibit 99.4
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Defined terms included below have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K (this “Form 8-K”) and, if not defined in this Form 8-K, the Original Report.
Introduction
The unaudited pro forma condensed combined balance sheet as of September 30, 2022, and year ended March 31, 2022, gives pro forma effect to the Business Combination as if it had been consummated as of that date. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2022, and year ended March 31, 2022, give pro forma effect to the Business Combination as if it had occurred as of April 1, 2021. This information should be read together with Earth Science Tech, Inc. (“ETST”) audited financial statements for the year ended March 31, 2022 and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ETST for the year ended March 31, 2022 included incorporated by reference into this Form 8-K, and PEAK S CURATIVE, LLC’S (“PEAKS”) audited financial statements for the year ended September 30, 2022 and related notes and RXCOMPOUNDSTORE.COM, LLC (“RXCOMPOUND”) , included in this Form 8-K.
The unaudited pro forma condensed combined balance sheet as of September 30, 2022, has been prepared using the following:
| ● | ETST’s audited historical balance sheet as of March 31, 2022, incorporated by reference into this Form 8-K. | |
| ● | PEAK’s audited historical balance sheet as of September 30, 2022, included in this Form 8-K. | |
| ● | RXCOMPOUND’s audited historical balance sheet as of September 30, 2022, included in this Form 8-K. |
The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2022, and year ended March 31, 2022, has been prepared using the following:
| ● | ETST’s audited historical consolidated statement of operations for the year ended March 31, 2022, incorporated by reference into this Form 8-K.; and | |
| ● | PEAK’s audited historical statement of operations for the year ended September 30, 2022 (1st year of operations), included in this Form 8-K. | |
| ● | RXCOMPOUND’s audited historical statement of operations for the period ended September 30, 2022, and March 31, 2022, included in this Form 8-K. |
Description of the Transactions
On November 8, 2022, Earth Science Tech, Inc. (“the Company”) acquired Peaks Curative, LLC. (“LLC”) a Florida limited liability company (“PEAKS”), and RxCompoundStore.com, LLC. (“RXCOMPOUND”). for 53,700,000 restricted shares of the Company’s common stock, and the assumption of certain indebtedness of PEAKS and RXCOMPOUND. PEAKS had one managing member, Mario G. Tabraue, who formed the LLC and established the company’s brand and website, and who was appointed to the Company as its President and a member of the board of directors on November 3, 2021, as part of a definitive agreement to be acquired by the Company. Pursuant to the definitive agreement the Company set terms for the transaction that was subsequently consumated on November 8, 2022, for 53,700,000 of the Company’s restricted common stock along with the PEAKS sister company, RxCompoundStore.com, LLC. (“RXCOMPOUND”). The shares issued consummated a merger, presently having the Company’s owned 100% by ETST
Accounting for the Merger
The Merger will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, PEAKS AND RXCOMPOUND, who are the legal acquirers, will be treated as the “acquired” companies for financial reporting purposes and ETST will be treated as the accounting acquirer. This determination was primarily based on PEAKS and RXCOMPOUND having a majority of the voting power of the post-combination company, PEAKS and RXCOMPOUND’s senior management comprising substantially all of the senior management of the post-combination company, the relative size of PEAKS and RXCOMPOUND combined compared to ETST, and PEAKS and RXCOMPOUND operations comprising the ongoing operations of the post-combination company. Accordingly, for accounting purposes, the Merger will be treated as the equivalent of a capital transaction in which ETST is issuing stock for the net assets of PEAKS and RXCOMPOUND. The net assets of PEAKS and RXCOMPOUND will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger will be those of ETST.
Basis of Pro Forma Presentation
The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Business Combination. The adjustments presented on the unaudited pro forma combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the post-combination company upon consummation of the Business Combination. The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma combined financial information as being indicative of the historical financial position and results that would have been achieved had the companies always been combined or the future financial position and results that the post-combination company will experience. ETST, PEAKS and RXCOMPOUND did not have any historical relationship prior to the Purchase Agreement dated November 3, 2021 later amended and consummated on November 8, 2022.
EARTH SCIENCES TECH , INC. & SUBSIDIARIES
PRO FORMA CONDENSED COMBINED BALANCE SHEETS (Unaudited)
| SEPTEMBER 30,2022 | MARCH 31. 2022 | |||||||||||||||||||||||||||||||||||||||||||
| Merger | Pro Forma | Merger | Pro Forma | |||||||||||||||||||||||||||||||||||||||||
| EARTH SCIENCES TECH INC. | PEAKS CURATIVE LLC | RX COMPOUNDSTORE.COM LLC | Adjustments | Combined | EARTH SCIENCES TECH INC. | PEAKS CURATIVE LLC | RX COMPOUNDSTORE.COM LLC | Adjustments | Combined | |||||||||||||||||||||||||||||||||||
| (Public Co.) | (Private Co.) | (Private Co.) | (Public Co.) | (Private Co.) | (Private Co.) | |||||||||||||||||||||||||||||||||||||||
| Accounting | Accounting | Accounting | Accounting | Accounting | Accounting | |||||||||||||||||||||||||||||||||||||||
| Acquiror | Acquiree | Acquiree | Acquiror | Acquiree | Acquiree | |||||||||||||||||||||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||||||||||||||||||||
| CURRENT ASSETS: | ||||||||||||||||||||||||||||||||||||||||||||
| Cash | $ | 1,205 | $ | 545 | 5,663 | 7,413 | $ | 26,942 | $ | 545 | 4,829 | 32,316 | ||||||||||||||||||||||||||||||||
| Inventory | - | 10,259 | 10,259 | - | 10259 | 10,259 | ||||||||||||||||||||||||||||||||||||||
| Other current assets | - | 224,873 | 224,873 | - | 116405 | 116,405 | ||||||||||||||||||||||||||||||||||||||
| TOTAL CURRENT ASSETS | 1,205 | 545 | 240,795 | 242,545 | 26,942 | 545 | 131493 | 158,980 | ||||||||||||||||||||||||||||||||||||
| OTHER ASSETS | ||||||||||||||||||||||||||||||||||||||||||||
| Due from RxCompound | 303,057 | -0 | -0 | bb | (303,057 | ) | - | 25,000 | - | - | bb | (25,000 | ) | 25,000 | ||||||||||||||||||||||||||||||
| Prepaid acquisition costs | 51,500 | -0 | -0 | 51,500 | 25,000 | - | - | 25,000 | ||||||||||||||||||||||||||||||||||||
| TOTAL OTHER ASSETS | 354,557 | -0 | -0 | 51,500 | 50,000 | -0 | -0 | 50,000 | ||||||||||||||||||||||||||||||||||||
| PROPERTY AND EQUIPMENT, net | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
| INTANGIBLE ASSET, NET | -0 | 17,806 | 17,806 | -0 | 19,209 | 19,209 | ||||||||||||||||||||||||||||||||||||||
| Total assets | $ | 355,762 | $ | 18,351 | 240,795 | bb | (303,057 | ) | $ | 311,851 | $ | 76,942 | $ | 19,754 | 131493 | bb | (25,000 | ) | 228,189 | |||||||||||||||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||||||||||||||||||||||||||||||||||||||
| CURRENT LIABILITIES | ||||||||||||||||||||||||||||||||||||||||||||
| Accounts payable and accrued expenses | $ | 357,397 | - | 25532 | 382,929 | $ | 611,784 | - | 17,806 | 629,590 | ||||||||||||||||||||||||||||||||||
| Current portion of Notes payable | 820,000 | - | -0 | 820,000 | 406,838 | - | - | 406,838 | ||||||||||||||||||||||||||||||||||||
| Government Loans | 111,752 | - | -0 | 111,752 | 138,550 | - | - | 138,550 | ||||||||||||||||||||||||||||||||||||
| Loan payable | 50,000 | - | -0 | -0 | 50,000 | 50,000 | - | - | 50,000 | |||||||||||||||||||||||||||||||||||
| Notes Payable - Related Parties | 88,505 | - | -0 | 88,505 | 87,402 | - | - | 87,402 | ||||||||||||||||||||||||||||||||||||
| Due to ETST | - | - | 286,000 | bb | (286,000 | ) | - | - | - | 30,000 | bb | (30,000 | ) | - | ||||||||||||||||||||||||||||||
| Due to RX | 110,363 | - | bb | (110,363 | ) | - | 1,895 | - | bb | (1,895 | ) | - | ||||||||||||||||||||||||||||||||
| Other current liabilities | 845,318 | - | -0 | 845,318 | 585,886 | -0 | - | 585,886 | ||||||||||||||||||||||||||||||||||||
| TOTAL CURRENT LIABILITIES | 2,383,335 | -0 | 311,532 | bb | (396,363 | ) | 2,298,504 | 1,882,355 | -0 | 47,806 | bb | (31,895 | ) | 1,898,266 | ||||||||||||||||||||||||||||||
| NON-CURRENT LIABILITIES | ||||||||||||||||||||||||||||||||||||||||||||
| Notes payable | - | - | 108,700 | 108,700 | - | - | 108,700 | 108,700 | ||||||||||||||||||||||||||||||||||||
| TOTAL NON-CURRENT LIABILITIES | - | - | 108,700 | 108,700 | -0 | -0 | 108,700 | 108,700 | ||||||||||||||||||||||||||||||||||||
| TOTAL LIABILITIES | 2,383,335 | -0 | 420,232 | 2,803,567 | 1,882,355 | - | 156,506 | 2,038,861 | ||||||||||||||||||||||||||||||||||||
| STOCKHOLDERS’/MEMBERS’ EQUITY (DEFICIT): | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred stock | 1,000 | -0 | -0 | 1,000 | - | - | - | |||||||||||||||||||||||||||||||||||||
| Common stock | 59,053 | -0 | -0 | aa | 53,700 | 59053 | 53,853 | - | aa | 53,700 | 53,853 | |||||||||||||||||||||||||||||||||
| Common Units | 30,217 | aa | (44,252 | ) | (30,217 | ) | 21,867 | aa | (36,401 | ) | 21,867 | |||||||||||||||||||||||||||||||||
| Opening balance equity | 73,190 | 73,190 | 73,190 | 73,190 | ||||||||||||||||||||||||||||||||||||||||
| Shareholders distribution | (6,180 | ) | (6,180 | ) | (5,680 | ) | (5,680 | ) | ||||||||||||||||||||||||||||||||||||
| Additional paid-in capital | 28,264,452 | 0 | -0 | aa | (241,378 | ) | 28,264,452 | 28,264,452 | -0 | aa | (41,499 | ) | 28,264,452 | |||||||||||||||||||||||||||||||
| Accumulated earnings (deficit) | (30,352,078 | ) | (11,866 | ) | (24644 | ) | aa | 231,930 | (30,610,391 | ) | (30,123,718 | ) | (2,113 | ) | (92,523 | ) | aa | 74,201 | (30,219,354 | ) | ||||||||||||||||||||||||
| TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | (2,027,573 | ) | 18,351 | (179,437 | ) | (2,188,659 | ) | (1,805,413 | ) | 19,754 | (25,013 | ) | (1,810,672 | ) | ||||||||||||||||||||||||||||||
| Total liabilities and Equity | $ | 355,762 | $ | 18,351 | $ | 240795 | (303,057 | ) | 311,851 | $ | 76,942 | $ | 19,754 | 131,493 | 25,000 | 228,189 | ||||||||||||||||||||||||||||
See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information
EARTH SCIENCES TECH, INC. & SUBSIDIARIES
PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS (Unaudited)
| SIX MONTHS ENDED SEPTEMBER 30,2022 | YEAR ENDED MARCH 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||
| EARTH SCIENCES TECH INC. | PEAKS CURATIVE LLC | RX COMPOUNDSTORE.COM | EARTH SCIENCES TECH INC. | PEAKS CURATIVE LLC | RX COMPOUNDSTORE.COM | |||||||||||||||||||||||||||||||||||||||
| (Public Co.) | (Private Co.) | (Private Co.) | (Public Co.) | (Private Co.) | (Private Co.) | |||||||||||||||||||||||||||||||||||||||
| Accounting | Accounting | Accounting | Merger | Pro Forma | Accounting | Accounting | Accounting | Merger | Pro Forma | |||||||||||||||||||||||||||||||||||
| Acquiror | Acquiree | Acquiree | Adjustments | Combined | Acquiror | Acquiree | Acquiree | Adjustments | Combined | |||||||||||||||||||||||||||||||||||
| REVENUES | ||||||||||||||||||||||||||||||||||||||||||||
| Net Sales | - | $ | 1,134 | 101,378 | 102,512 | $ | 14,123 | - | 255,176 | 269,299 | ||||||||||||||||||||||||||||||||||
| TOTAL REVENUES | ||||||||||||||||||||||||||||||||||||||||||||
| COST OF REVENUES | - | 398 | 50,128 | 50,526 | 22,639 | - | 38,720 | 61,359 | ||||||||||||||||||||||||||||||||||||
| GROSS PROFIT | - | 736 | 51,250 | 51,986 | (8,516 | ) | - | 216,456 | 207,940 | |||||||||||||||||||||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||||||||||||||||||||||||||||||
| Sales and Marketing | 544 | 444- | 988 | 3,655 | 381 | - | 4,036 | |||||||||||||||||||||||||||||||||||||
| General and administrative | 246,160 | 12,058 | 204,728 | 462,946 | 207,035 | 1,173 | 296,582 | 504,790 | ||||||||||||||||||||||||||||||||||||
| Litigation expense | 522,925 | - | - | 522,925 | 7,500 | - | - | 7,500 | ||||||||||||||||||||||||||||||||||||
| Total expenses | 769,085 | 12,602 | 205,172 | 986,859 | 218,190 | 1,554 | (80,126 | ) | 516,326 | |||||||||||||||||||||||||||||||||||
| INCOME (LOSS) FROM OPERATIONS | (769,085 | ) | (11,866 | ) | (153,922 | ) | (934,873 | ) | (226,706 | ) | (1,554 | ) | (80,126 | ) | (308,386 | ) | ||||||||||||||||||||||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | (17,300 | ) | - | (1 | ) | (17,301 | ) | (50,043 | ) | - | (50,043 | ) | ||||||||||||||||||||||||||||||||
| Other income (expense) | 558,025 | - | 585,025 | 3,450,009 | - | 3,450,009 | ||||||||||||||||||||||||||||||||||||||
| TOTAL OTHER INCOME (EXPENSE) | 540,725 | - | (1 | ) | 540,724 | 3,399,966 | - | 3,399,966 | ||||||||||||||||||||||||||||||||||||
| NET INCOME (LOSS) | $ | (228,360 | ) | $ | (11,866 | ) | (153,923 | ) | (394,149 | ) | $ | 3,173,260 | $ | (1,554 | ) | (80,126 | ) | 3,091,580 | ||||||||||||||||||||||||||
| Common stock/units outstanding | 59,051,966 | 1,000 | - | aa | (1,000 | ) | 59,051,966 | 53,851,966 | 1,000 | - | aa | (1,000 | ) | 53,851,966 | ||||||||||||||||||||||||||||||
| Common stock issued in merger | - | aa | 53,700,000 | 53,700,000 | - | aa | 53,700,000 | 53,700,000 | ||||||||||||||||||||||||||||||||||||
| Total common stock /units outstanding | 59,051,966 | 1,000 | - | 112,751,966 | 53,851,966 | 1,000 | - | 107,551,966 | ||||||||||||||||||||||||||||||||||||
| NET LOSS PER SHARE | $ | (0.0039 | ) | $ | (0.0038 | ) | 0.0589 | $ | 0.0287 | |||||||||||||||||||||||||||||||||||
See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
1. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments
| aa | Reflects the recapitalization of PEAKS and RXCOMPOUND through (i) the exchange of 100% of the common units of PEAKS and RXCOMPOUND for 53,700,000 shares of common stock of ETST public stock on a 1:1 exchange basis, (ii) the elimination of the historical retained earnings of PEAKS and RXCOMPOUND. | |
| bb | Reflects the settlement of the outstanding loans receivable/loans payable between ETST, PEAKS and RXCOMPOUND upon the closing of the Merger. |