8-K
Earth Science Tech, Inc. (ETST)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 2025
Commission
File No. 000-55000
EARTH
SCIENCE TECH, INC.
(Exact name of registrant as specified in its charter)
| florida | 45-4267181 |
|---|---|
| (State or other jurisdiction<br> of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
8950SW 74^th^ CT
Suite1401
Miami,FL 33156, USA
(Address of principal executive offices, zip code)
(305)724-5684
(Registrant’s telephone number, including area code)
8950SW 74^th^ CT
Suite101
Miami
,
FL
33156
,
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 |
|---|---|---|
| Common Stock $0.001 par<br> value | ETST | Over the Counter Bulletin<br> Board |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communication pursuant<br> to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item2.01 Completion of Acquisition
On April 1, 2025, Earth Science Tech, Inc., a Florida corporation (the “Company”), completed the acquisition of Las Villas Health Care, Inc. and Doconsultations.com, LLC., both Florida limited liability companies (together, the “Targets”). The acquisition was consummated for an aggregate purchase price of two hundred thousand in cash. This transaction followed a period of due diligence initiated under the Acquisition Agreement dated January 30, 2025, and subsequently amended on March 7, 2025. For further details, please refer to the Company’s 8-K filings dated January 30, 2025, and March 11, 2025. The Targets are now wholly owned subsidiaries of the Company. The acquisition includes the operation of a wellness clinic located in Coral Gables, Florida, and an online asynchronous telemedicine platform. The acquisition is expected to enhance the Company’s presence in the healthcare and telemedicine sectors and further diversify its service offerings.
| Visit: | https://villashealth.com/ |
|---|---|
| https://doconsultations.com |
On April 1, 2025, the Company, completed the acquisition of eighty percent of Magnefuse, LLC and Alicat, LLC, both Florida limited liability companies (together, the “Targets”). The acquisition was consummated for an aggregate purchase price of two hundred forty thousand five hundred dollars in cash. This transaction followed a period of due diligence initiated under the Acquisition Agreement dated January 30, 2025, please referral to the January 30, 2025, 8-K filing. The Company will also have the option to purchase the remaining twenty percent ownership of the Targets for up to two years following the closing. The purchase price will be based on a valuation of two times the Targets’ revenue at the time of the transaction.
Visit: https://magnechef.com
Item4.01 Changes in Registrant’s Certifying Accountant
Resignationof Independent Registered Public Accounting Firm
On April 1, 2025, in conjunction with its decision to exit the provision of audit services to publicly traded companies, Assurance Dimensions Certified Public Accountants & Associates (the “Auditor”) resigned as the independent registered public accounting firm for Earth Science Tech, Inc. (the “Company”).
The Auditor’s reports on the Company’s consolidated financial statements for the fiscal years ended March 31, 2024, and March 31, 2023, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended March 31, 2024, and March 31, 2023, and the subsequent interim period through December 31, 2024, (i) there were no disagreements, as defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and the Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Auditor, would have caused the Auditor to make reference to the subject matter of such disagreements in connection with its reports on the Company’s financial statements for such years and interim period, and (ii) there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided the Auditor with a copy of the foregoing disclosures and requested that the Auditor furnish a letter addressed to the Securities and Exchange Commission (SEC) stating whether it agrees with the statements made herein. A copy of the Auditor’s letter, dated April 4, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Engagementof New Independent Registered Public Accounting Firm
On April 4, 2025, the Company engaged Stephano Slack LLC (the “New Auditor”) as its new independent registered public accounting firm for the fiscal year ending March 31, 2025.
During the Company’s fiscal years ended March 31, 2024, and December 31, 2023, and the subsequent interim period through December 31, 2024, neither the Company nor anyone on its behalf consulted with the New Auditor regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided by the New Auditor that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K; or (iii) any reportable event, as defined in Item 304(a)(1)(v) of Regulation S-K.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits – The following exhibits are filed as part of this report:
| Exhibit No. | Description |
|---|---|
| 16.1 | Letter from Assurance Dimensions Certified Public Accountants & Associates addressed to the Securities and Exchange Commission dated April 4, 2025 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| **** | EARTH SCIENCE TECH, INC. | |
|---|---|---|
| Dated: April 4, 2025 | By: | /s/ Giorgio R. Saumat |
| Giorgio R. Saumat | ||
| **** | Its: | CEO and Chairman of the Board |
Exhibit 16.1
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
April 4, 2025
To whom it may concern:
We have read the notification dated April 4, 2025 from EARTH SCIENCE TECH, INC. as to the replacement of auditors for that Company.
We agree with the representations of the Company, as follows:
| 1. | During<br> the previous year with Assurance Dimensions, there were no problems related to any matter of accounting principles or practices,<br> financial statement disclosure, auditing scope or procedure, or compliance with applicable rules, which problems, if not resolved<br> to the satisfaction of Assurance Dimensions would have caused us to make reference to them in connection with our report on<br> the subject matter of the problems. |
|---|---|
| 2. | Assurance Dimensions report on the consolidated financial statements for the previous year did not contain an adverse opinion or disclaimer<br> of opinion, and was not qualified as to uncertainties, audit scope, or accounting principles. |
| 3. | Assurance Dimensions has been paid in full for all services rendered to date. |
| Very<br> truly yours, | |
| --- | |
| /s/<br> Assurance Dimensions | |
| Assurance Dimensions |
ASSURANCEDIMENSIONS, LLC
alsod/b/a McNAMARA and ASSOCIATES, LLC
TAMPABAY: 4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053
JACKSONVILLE: 7800 Belfort Parkway, Suite 290 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053
ORLANDO: 1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053
SOUTHFLORIDA: 3111 N. University Drive, Suite 621 | Coral Springs, FL 33065 | Office: 754.800.3400 | Fax: 813.443.5053
www.assurancedimensions.com
“Assurance Dimensions” is the brand name under which Assurance Dimensions, LLC including its subsidiary entities McNamara and Associates, LLC (referred together as “AD LLC”) and AbitOs Advisors, LLC (“AbitOs Advisors”), provide professional services. AD LLC and AbitOs Advisors practice as an alternative practice structure in accordance with the AICPA Code of Professional Conduct and applicable laws, regulations, and professional standards. AD LLC is a licensed independent CPA firm that provides attest services to its clients, and AbitOs Advisors provides tax and business consulting services to their clients. AbitOs Advisors, and its subsidiary entities are not licensed CPA firms.