Earth Science Tech, Inc 8-K, filed Dec 12, 2024
Earth Science Tech, Inc. (ETST)
About this 8-K
Earth Science Tech, Inc filed this 8-K on December 12, 2024.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 2.01 Completion of Acquisitions
On October 1, 2024, Earth Science Tech, Inc., a Florida corporation (OTC: ETST) (the “Company”) acquired Avenvi, LLC., a Florida limited liability company (the “Seller”) and is filing this 8-K with audited financials completed on December 12, 2024 pursuant to the previously announced Purchase and Sale Agreement dated October 1, 2024 (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 Seller.
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 Avenvi, LLC. required by Item 9.01(a) to this Current Report on Form 8-K are incorporated herein by reference to (i) Avenvi, LLC’s audited consolidated balance sheets as of and for the period ended September 30, 2024.
(b) Exhibits
| Exhibit No. | Description | |
| 2.1 | Acquisition Agreement | |
| 23.1 | Independent Auditor’s Report. | |
| 99.2 | Audited Consolidated Balance Sheets of Avenvi, LLC. as of September 30, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EARTH SCIENCE TECH, INC. | ||
| Dated: December 12, 2024 | By: | /s/ Giorgio R. Saumat |
| Giorgio R. Saumat | ||
| Its: | CEO and Chairman of the Board | |
| Dated: December 12, 2024 | By: | /s/ Ernesto L. Flores |
| Ernesto L. Flores | ||
| Its: | Chief Financial Officer CFO | |
Exhibit 2.1
Exhibit 23.1
Exhibit 99.2
AVENVI, LLC.
FINANCIAL STATEMENTS
TABLE OF CONTENTS
| Page | |
| Independent Auditor’s Report | F-1 |
| Balance Sheet | F-2 |
| Statement of Operations | F-3 |
| Statement of Changes in Owners’ Equity | F-4 |
| Statement of Cash Flows | F-5 |
| Notes to Financial Statements | F-6 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
| F-1 |
BALANCE SHEET
AS OF SEPTEMBER 30, 2024
| 2024 | ||||
| ASSETS | ||||
| Current Assets | ||||
| Cash | $ | 282,013 | ||
| Equity investments at fair value | 183,756 | |||
| Total Current Assets | 465,769 | |||
| Non-Current assets | ||||
| Property and Equipment | 590,371 | |||
| TOTAL ASSETS | $ | 1,056,140 | ||
| LIABILITIES AND MEMBERS’ EQUITY | ||||
| Partners’ Capital | $ | 656,349 | ||
| Accumulated Earnings | 399,791 | |||
| Total Members’ Equity | 1,056,140 | |||
| TOTAL LIABILITIES AND MEMBERS’ EQUITY | $ | 1,056,140 | ||
The accompanying notes are an integral part of this financial statement.
| F-2 |
STATEMENT OF OPERATIONS
FOR THE NINE MONTHS PERIOD FROM JANUARY 1, 2024 (DATE OF INCORPORATION) TO SEPTEMBER 30, 2024
| Revenue | $ | - | ||
| Expenses | ||||
| General and Administrative Expenses | 2,346 | |||
| Total Expenses | 2,346 | |||
| Net Operating Loss | (2,346 | ) | ||
| Net gain on sale of investments | 407,119 | |||
| Dividend income | 2,185 | |||
| Unrealized loss of fair value changes of investments | (3,068 | ) | ||
| Other Income/Expenses | ||||
| Other Income | 2,378 | |||
| Interest income | 139 | |||
| Interest Expense | (6,616 | ) | ||
| Net Income before taxes | 399,791 | |||
| Income Taxes | - | |||
| Net Income | $ | 399,791 |
The accompanying notes are an integral part of this financial statement.
| F-3 |
STATEMENT OF MEMBERS’ EQUITY
FOR THE NINE MONTHS PERIOD FROM JANUARY 1, 2024 (DATE OF INCORPORATION) TO SEPTEMBER 30, 2024
| Members’ Equity | ||||
| Balance at January 1, 2024 | - | |||
| Capital Contributions | $ | 1,000,000 | ||
| Partner Distributions | (343,651 | ) | ||
| Net Income (Loss) | 399,791 | |||
| Balance at September 30, 2024 | $ | 1,056,140 |
The accompanying notes are an integral part of this financial statement.
| F-4 |
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS PERIOD FROM JANUARY 1, 2024 (DATE OF INCORPORATION) TO SEPTEMBER 30, 2024
| 2024 | ||||
| Cash flows from operating activities: | ||||
| Net Income | $ | 399,791 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Unrealized loss on investment | 3,068 | |||
| Gain on sale of investments | (407,119 | ) | ||
| Net cash used in operating activities | (4,260 | ) | ||
| Cash flows from investing activities: | ||||
| Purchase of investments | (6,917,271 | ) | ||
| Sale of investments | 7,137,566 | |||
| Acquisition of property and equipment | (590,371 | ) | ||
| Net cash used in investing activities | (370,076 | ) | ||
| Cash flows from financing activities: | ||||
| Capital Contribution | 1,000,000 | |||
| Distributions | (343,651 | ) | ||
| Net Cash provided by financing activities | 656,349 | |||
| Net increase (decrease) in cash and cash equivalents | 282,013 | |||
| Cash and cash equivalents at beginning of the period | - | |||
| Cash and cash equivalents at end of the period | $ | 282,013 | ||
| Supplemental Disclosure of Cash Flow Information | ||||
| Cash paid for interest | $ | 6,616 | ||
Cash paid for taxes | $ | - | ||
The accompanying notes are an integral part of this financial statement.
| F-5 |
NOTES TO FINANCIAL STATEMENTS
(AUDITED)
Note 1 — Organization and Nature of Operations
Avenvi, LLC (“the “Company”) was incorporated under the laws of the State of Florida on January 1st, 2024. The Company subsequently changed its domicile to the State of Florida on January 1st, 2024. Avenvi, LLC is a multi-faceted company specializing in multiple aspects of the real estate industry. The Company has built a portfolio of real estate ready to be developed, and it also offers financing to purchasers of Avenvi’s developed properties. The Company has thus positioned itself to be able to operate in the real estate industry from the identification of development opportunities all the way to the financing of purchases by end users. The Company also engages in short- term security investments.
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”).
Use of estimates and assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (US GAAP) 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.
Carrying value, recoverability, and 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. As of September 30, 2024 no such impairment was needed.
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 September 30, 2024, the Company held a cash balance of $282,013, the organization’s balances exceeded federally insured limits by approximately $16,429 as of September 30, 2024.
| F-6 |
Avenvi, LLC.
Notes to Financial Statements
(Audited)
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; and
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 approximates fair value because of the short-term nature of these items.
All investments were at quoted prices and level 1 at September 30, 2024.
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 nine months ended September 30, 2024, the Company added various real estate lots to be developed in the amount of $260,724 and a building for $329,647, which no depreciation was recorded in this period since the assets were not placed in service at the end of the period. Depreciation on property will be charged using straight-line method over the estimated useful life of 27.5 years, once the property is placed in service or available to use.
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.
| F-7 |
Legal Matters:
From time to time and in the course of business, we may become involved in various legal proceedings seeking monetary damages and other relief. The amount of the ultimate liability, if any, from such claims cannot be determined. As of the date hereof, there are no legal claims currently pending or, to our knowledge, threatened against us or any of our officers or directors in their capacity as such or against any of our properties that, in the opinion of our management, would be likely to have a material adverse effect on our financial position, results of operations or cash flows.
Note 3 – Equity investments at fair value
The Company accounted for equity securities using the trading method under ASU 2016-01, securities are reported at fair value, and valuation changes directly recorded in current period earnings, impacting net income.
| As of September 30, 2024 | ||||
| Cost Basis | $ | 186,824 | ||
| Unrealized gain/(loss) | $ | (3,068 | ) | |
| Equity securities - Fair value | $ | 183,756 | ||
The Company had a net gain on sales of investments of $407,119 and $2,185 in dividend income.
During the nine months ended September 30, 2024, the Company purchased Earth Science Tech’s common stock. As of September 30, 2024, as part of the repurchase program, Earth Science Tech, Inc. paid Avenvi LLC $444,078 for stock repurchases with no gain or loss on these transactions.
| F-8 |
Note 4 – Property and Equipment
As of September 30, 2024 | ||||
| Land | $ | 260,724 | ||
| Building | $ | 329,647 | ||
| Accumulated depreciation | $ | - | ||
| Total | $ | 590,371 | ||
No depreciation was recorded, since the assets were not placed in service at the end of the period.
Note 5 – Members’ Equity
During the nine months ended September 30, 2024 Giorgio R. Saumat purchased from the other partners members of the entities, leaving Girogio R. Saumat as the sole owner of Avenvi, LLC. The Company distributed to Giorgio R. Saumat a total of $343,651.
Note 6 – Subsequent Events
On October 1, 2024, Earth Science Tech, Inc., a Florida corporation (the “Company”), completed the acquisition of Avenvi, LLC., (“Avenvi”), a Florida limited liability company owned by Giorgio R. Saumat, as an asset acquisition for a total of $1,058,788., with an initial payment of $258,788, followed by subsequent monthly payments of $200,000 for the next four months. The acquisition encompasses approximately four acres of vacant residential real estate intended for development, one commercial property comprising nearly half an acre featuring a standalone building with five thousand square feet, and cash or cash equivalents held by Avenvi. Visit: avenvi.com.
Related Party Transaction
Giorgio R. Saumat, who is the owner of Avenvi, LLC as of September 30th, 2024 and also serves as Earth Science’s Tech, Inc Chief Executive Officer (CEO) and the Chairman of Board, is the seller in this transaction. The transaction was reviewed and approved by the Board of Directors to ensure that the terms were no less favorable to the Company than those that could be obtained from unaffiliated third parties.
| F-9 |