Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-55000

EARTH SCIENCE TECH, INC.

(Exact name of registrant as specified in its charter)

Florida

80-0931484

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

8950 SW 74^th CT

Suite 101

Miami, FL 33156

(Address of principal executive offices) (zip code)

(305) 724-5684

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock $0.001 par value		ETST		Over the Counter Bulletin Board

Indicate by check mark whether the registrant (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. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of June 30, 2023, there were 314,881,821 Common and 1,000,000 Preferred shares of the registrant’s stock outstanding.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION

ITEM 1.	Financial Statements (Unaudited)	F-1
	Balance Sheets as of June 30, 2023, and March 31, 2023	F-1
	Statements of Operations for the Three Months Ended June 30, 2023, and 2022	F-2
	Statements of Changes in Shareholders Equity the Three Months Ended June 30, 2023	F-3
	Statements of Cash Flows for the Three Months Ended June 30, 2023, and 2022	F-4
	Notes for the Financial Statements	F-5 - F-15
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	11
ITEM 4.	Controls and Procedures	12

PART II. OTHER INFORMATION

ITEM 1.	Legal Proceedings	12
ITEM 1A.	Risk Factors	12
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
ITEM 3.	Defaults Upon Senior Securities	13
ITEM 4.	Mine Safety Disclosures	13
ITEM 5.	Other Information	13
ITEM 6.	Exhibits	14

SIGNATURES		15

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Earth Science Tech, Inc. & Subsidiaries

Consolidated Balance Sheets

	June 30, 2023			March 31, 2023
ASSETS:
Current Assets:
Cash	$	91,989		$	35,756
Inventory		101,807			10,260
Total current assets		193,796			46,016
Property and equipment, net		120,399			143,213
Right of use asset, net		194,543			200,674
Intangible assets, net		133,613			137,819
Goodwill		2,110,368			2,164,480
Other assets		-			-
Total Assets	$	2,752,719		$	2,692,202

LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current Liabilities:
Accounts payable and accrued liabilities	$	519,361		$	517,137
Current portion of loans and obligations		284,776			604,767
Other payables		111,751			117,193
Current portion of operating lease obligations		46,621			68,188
Total current liabilities		962,509			1,307,285
Operating lease obligations; less current maturities		96,743			96,743
Loans and obligations; less current maturities		204,408			204,408
Total liabilities		1,263,660			1,608,436
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 June 30, 2023, and June 30, 2022, respectively		1,000			1,000
Common stock, par value $0.001 per share, 750,000,000 shares authorized; 314,881,821 and 282,611,083 shares issued and outstanding as of June 30, 2023, and March 31, 2023, respectively		314,552			282,612
Additional paid-in capital		31,766,199			31,303,138
Accumulated deficit		(30,592,692	)		(30,502,984	)
Total stockholders’ (Deficit) Equity		1,489,059			1,083,766	)
Total Liabilities and Stockholders’ Equity	$	2,752,719		$	2,692,202

F-1

Earth Science Tech, Inc. & Subsidiaries

Consolidated Statements of Operations

	2023			2022
	For the Fiscal Quarter Ended June 30,
	2023			2022
Revenues, net	$	219,934		$	-
Cost of revenues		71,165			-
Gross Profit		148,769			-

Operating Expenses:
Officer’s cash compensation	$	5,654		$	31,250
Selling and marketing	$	11,376		$	-
General and administrative	$	115,941		$	142,997
Bad debt expense	$	-		$	-
Licenses and fees	$	1,954		$	512,725
Research and Development	$	6,817		$	-
Legal and professional	$	18,420		$	5,200
Depreciation and amortization	$	65,697		$	-
Total operating expenses	$	225,859		$	692,172

Loss from operations		(77,090	)		(692,172	)

Other Income (Expenses):
Other income	$	-			547,608
Interest expense		(12,618	)		(10,118	)
Total other income (expenses)		(12,618	)		(10,118	)

Net Profit/(Loss) before income taxes		(89,708	)		(154,682	)

Income taxes		-			-

Net Profit/(Loss)	$	(89,708	)	$	(154,682	)

F-2

Earth Science Tech, Inc. & Subsidiaries

Consolidated Statements of Stockholders’ (Deficit) Equity

For Fiscal Quarters Ended June 30, 2023, and 2022

Description	Shares		Amount		Shares		Amount		Capital		Deficit			Total
	Common Stock				Preferred Stock				Additional Paid-in		Accumulated
Description	Shares		Amount		Shares		Amount		Capital		Deficit			Total

Balance at March 31, 2023		282,611,083	$	282,612	$	1,000,000		1,000	$	31,303,138	$	(30,502,984	)		1,083,766
Balance		282,611,083	$	282,612	$	1,000,000		1,000	$	31,303,138	$	(30,502,984	)		1,083,766

Common stock issued for cash		18,533,334		18,534						91,467
Common stock issued for Conversion on Note		13,406,313		13,406						371,594
Net Profit/(Loss)						-		-				(89,708	)		(89,708	)

Balance at June 30, 2023		314,550,730	$	314,552	$	1,000,000		1,000	$	31,766,199	$	(30,592,692	)		1,489,059
Balance		314,550,730	$	314,552	$	1,000,000		1,000	$	31,766,199	$	(30,592,692	)		1,489,059

F-3

Earth Science Tech, Inc. & Subsidiaries

Consolidated Statements of Cash Flows

	2023			2022
	For the Fiscal Quarter Ended June 30,
	2023			2022
Cash flows from operating activities:
Net Profit/(Loss)		(89,708	)		(154,682	)
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation		-			-
Gain on payable settlement		-			-
Depreciation and amortization		65,696			-

Changes in operating assets and liabilities:
Deposits		-			-
Prepaid expenses and other current assets		-			(250,000	)
Inventory		(91,547	)		-
Other current liabilities		-			-
Accrued settlement		-			295,000
Accounts payable and accrued expenses		61,792			(46,937	)
Net cash used in operating activities		(53,767	)		(24,077	)

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		110,000			-
Payments on debt obligations		-			-
Proceeds from loans and notes		-			150,000
Net Cash Provided by Financing Activities		110,000			150,000
Net increase (decrease) in cash and cash equivalents		56,233			(6,619	)
Cash and cash equivalents at beginning of the period		35,756			26,942
Cash and cash equivalents at end of the period		91,989			20,323

Non-Cash Transactions
Common stock issued on conversion of notes payable		13,406,313			-

F-4

EARTH SCIENCE TECH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

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, 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.

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 intercompany transactions and balances were identified.

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.

F-5

Carrying value, recoverability, and impairment of long-lived assets

The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC’) 360 to evaluate its long-lived assets. The Company’s long-lived assets, which include property, equipment, and a patent, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. Impairment of assets, if any, are included in operating expenses.

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 June 30, 2023, and June 30, 2022, the Company held a cash balance of $91,989 and $35,756, respectively.

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.

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-6

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

Revenue is recognized at the point in time the funds to complete sale are recorded in the company’s bank account.

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 consists of bulk ingredients used to compound finished products as well as 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.

Cost of Revenues

Components of costs of revenues include product costs, shipping costs to customers, and any inventory adjustments.

Shipping and Handling Costs

Costs incurred by the Company for shipping and handling are included in costs of revenues.

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 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately anticipate actual outcomes.

F-7

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 50% likelihood of being realized upon ultimate settlement. As of June 30, 2023, the Company has not recorded any unrecognized tax benefits.

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 $6,150,613. This loss is allowed to be offset against future income until the year 2039 when the NOL’s will expire. The tax benefits relating to all timing differences have been fully reserved for in the valuation allowance account due to the substantial losses incurred through March 31, 2022. The change in the valuation allowance for the fiscal quarters ended June 30, 2023, and 2022, was an increase of $0 and $0, respectively.

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.

Net loss per common share

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 fiscal quarter ended June 30, 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.

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 this standard.

Goodwill

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 June 30, 2023, the Company recognized goodwill on the acquisition of its wholly owned subsidiaries; RxCompound and Peaks.

F-8

Stock Based Compensation

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 has no stock-based commitments outstanding as of June 30, 2023, and 2022.

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 June 30, 2023, and June 30, 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. Depreciation on equipment is charged using a straight-line method over the estimated useful life of 5 years.

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-9

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 companies” 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 companies” 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

Intangible assets consist of Peaks telemedicine property, the Company’s web properties and goodwill recognized by RxCompound in stand-alone Financial Statements under the push down approach. Intangible assets with finite lives are amortized over the estimated useful life of five years and goodwill is amortized over the estimated life of 10 years. These assets are evaluated for impairment at least on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We assess recoverability by determining whether the carrying value of such assets will be recovered through the undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

F-10

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 — Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. On June 30, 2023, the Company had negative working capital, an accumulated deficit of $30,592,692. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

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 condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note 4 — Related Party Balances and 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. As of June 30, 2023, the Company had no related party balances.

Note 5 — Stockholders’ Equity

During the fiscal quarters ended June 30, 2023, and June 30, 2022, the Company issued 18,533,334 and 0 restricted common shares for cash of $110,000 and $0 respectively - see ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the quarter ended June 30, 2023, and 2022, the Company issued 13,406,313 and 0 unrestricted common shares for two convertible notes with a combined outstanding balance of $385,000.

Note 6 — Commitments and Contingencies

Legal Proceedings

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.

F-11

Employment and Consulting Agreements

The Company is a party to an employment agreement with its CFO with $750 of compensation on a bi-weekly basis. The agreement is cancelable by either party giving thirty days’ notice. The Company’s CEO, President, and Chief Compliance Officer 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, President, and Chief Compliance Officer’s agreements. However, unpaid salary has been disclosed under accrued expenses.

No consulting agreement was signed during the fiscal quarters ended June 30, 2023, and June 30, 2022.

Note 7 — Property and Equipment

Schedule of Property And Equipment


	For the Fiscal Quarter Ended June 30,
	June 30, 2023		June 30, 2022

Equipment – cost	$	150,082	$	-
Less: Accumulated depreciation		29,683		-
Property and Equipment, Net	$	120,399	$	-

Depreciation expense for the fiscal quarters ended June 30, 2023, and June 30, 2022, was $7,379 and $0, respectively.

During the fiscal quarter ended June 30, 2023, additions represented the Equipment acquired by RxCompound. It also obtained financing for TCA cleanroom Suite, Medisca Equipment from New Lane Finance and Spenser Capital Group, Inc. Equipment was purchased from original suppliers; however, financing was provided by the aforementioned lenders.

Weighted average remaining term was 5 years (approx.) and weighted average discount rate was 7%.

Note 8 — 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 $7,453.37 for a term of 36-months plus the single lump sum payment of $40,000 upon execution in June 2022. The facility consists in two offices, a sterile compounding cleanroom, a cooking room, a reception area, a fulfillment area, and storage for inventory. The lease agreement does not contain any significant residual value guarantees or restrictive covenants but does contain a 3-year renewal option. The Company treated this lease arrangement as an operating lease and recognized right of use asset and lease liability accordingly.

F-12

Supplemental balance sheet information related to leases were as follows:


	For the Fiscal Quarter Ended June 30,
	2023		2022

Assets
Right of use asset, net	$	194,543	$	-

Operating lease liabilities
Current		46,621		-
Non-current		96,743		-
Total Lease Liabilities	$	143,364	$	-

The components of lease cost were as follows:

Schedule of Lease Cost


	For the Fiscal Quarter Ended June 30,
	2023		2022

Depreciation	$	7,379	$	-
Interest on lease obligation		12,618		-
Total lease cost	$	19,997	$	-

Lease term and discount rate were as follows:

Note 9 — Intangible Assets

Intangible assets, consisted of the following:

Schedule of Intangible Assets


	For the Fiscal Quarter Ended June 30,
	2023		2022

Telemedicine Property	$	15,585	$	-
Web Properties		17,985		-
Goodwill – push down approach ^(A)		100,043		-
Accumulated Amortization		58,318		-
Net Balance	$	191,931	$	-

NOTE 10- GOODWILL

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in the business combinations. On November 08, 2022, the Company acquired 100% of the outstanding equity shares of RxCompoundStore.com, LLC and Peaks Curative, LLC against the share exchange consideration and recognized Goodwill.

SCHEDULE OF GOODWILL

	For the Fiscal Quarter Ended June 30,
	2023		2022
RxCompound and Peaks	$	2,110,368	$	-

Total	$	2,110,368	$	-

The Company conducted an impairment test as of June 30, 2023, and no indication of impairment was identified.

F-13

Note 11 — Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following:

	For the Fiscal Quarter Ended June 30, 2023

Accounts Payable (A)	$	179,738
Accrued Expenses (B)		77,752
Accrued settlement (C)		261,871
Total	$	519,361

(A)

Accounts Payable

As of June 30, 2023, accounts payable included inventory under net 30 terms of $106,025, prior auditor fees of $39,804, RxCompound credit card balance of $30,327, and other payables of $3,582.

(B)

Accrued Expenses

As of June 30, 2023, accrued expenses included interest payable of $9,889 accrued payroll of $67,863.

(B)	Accrued Settlement

As of June 30, 2023, the company recognized unpaid accrued settlement of $56,871 and $205,000 against the claims of Rothchild and Strongbow Advisors. Rothchild’s last payment will be made in August 2023 to fully satisfy the settlement. Strongbow Advisors’ accrued settlement of $220,000 with a maturity date of May 29, 2023, was amended on the maturity date, having its payment terms rescheduled. The new terms are as follows: payment of $15,000 upon execution of amended terms, followed by a 41-month period of installment payments of $5,000, commencing from September 01, 2023.

Note 12 — Debts

Notes payable and loans payable consisted of the following:

Schedule of Notes and Loans Payable

		For the Fiscal Quarter Ended June 30,
Name		2023		2022

SBA Loan Payable	(1)	$	204,408	$	104,519
Revolving Promissory Note Payable	(2)		250,000		250,000
Promissory Note Payable I	(3)		30,000		-
Convertible Promissory Note Payable	(4)		-		150,00
Advance Payable	(4)		-		50,000
Promissory Note Payable II	(4)		-		44,429
Notes payable – related parties	(4)		-		87,402
Equipment Finance	Note-4		111,850		-
		$	596,258	$	686,350

F-14

(1) SBA Loan

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 $106,800. The loan is secured by all tangible and intangible assets of the Company and payable over 30 years at an interest rate of 3.75 % per annum. Installment payments, including principal and interest, totaling $521.00 monthly, will begin twelve (12) months from the date of the Note, with the first payments applied to accumulated accrued interest.

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 $108,700. The loan is secured by all tangible and intangible assets of the Company and payable over 30 years at an interest rate of 3.75 % per annum. Installment payments, including principal and interest, totaling $530.00 monthly, will begin twelve (12) months from the date of the Note, with the first payments applied to accumulated accrued interest.

Installment payments due within a year have been classified under current liabilities.

Following is the aggregate future long term SBA loan payments, as of June 30, 2023:

	Amount
Loan Payments
Within year 1	$	4,767
Within year 2		4,947
Within year 3		5,132
Within year 4		5,325
Thereafter		184,237
Total Loan Payments		204,408
Less: Current portion		(4,776	)

Non-Current portion	$	199,632

(2) Revolving Promissory Note

On August 31, 2021, the Company issued a revolving promissory note of $250,000 to Great Lakes Holding Group, LLC. Proceeds were received in two installments of $50,000 (Jan 28, 2022) and $200,000 (April 01, 2022), respectively. Interest is charged at the rate of 5%. Repayment of interest and principal will be made on or before January 01, 2024.

(3) Promissory Note I:

On May 12, 2023, the Company issued a promissory note of $30,000 to Irela Castillo at a 10% annum interest for two months. This promissory note was paid in full in the amount of $30,480 in the month of July 2023, after this June 30, 2023, 10-Q.

4) Opening Debt Obligations:

All other June 30, 2022, debt obligations of Issa - EL Cheikh and Mario Portella have been settled through the issue of 16,300,000 and 2,750,000 Common stock, respectively. VCAMJI IRREV. TRUST was converted for 5,820,106 shares of common stock. GHS Investments LLC (Promissory Note II) balance was net settled through the cash payment of $85,000.

Note 13 — Subsequent Events

The Company has evaluated subsequent events through July 26, 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 July 15, 2023, Wendell Hecker resigned from his role as Chief Financial Officer (“CFO”) position with the Company. His resignation was not from a 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 July 17, 2023, the Board of Directors of the Company appointed Gabrielle Schuster as the Company’s CFO, succeeding Wendell Hecker. Gabrielle Schuster will receive eight hundred seven dollars and seventy cents bi-weekly.

F-15

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following section, Management’s Discussion and Analysis, should be read in conjunction with Earth Science Tech Inc.’s financial statements and the related notes thereto and contains forward-looking statements that involve risks and uncertainties, such as statements of the Company’s plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Report on Form 10-Q. The Company’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of many factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Report filed on Form 10-Q.

The following discussion should be read in conjunction with the company’s unaudited consolidated financial statements and related notes and other financial data included elsewhere in this report. See also the notes to the Company’s consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s Registration Statement filed on Form 10-12g and the Company’s Annual Report filed on Form 10-K for the fiscal year ended March 31, 2023, as well as the Company’s Quarterly report filed on Form 10-Q for the fiscal quarter ended December 31, 2022.

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 RxCompound, Peaks, and 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 had its sterile compounding room approved to operate in late May 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.

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.

Critical Accounting Policies and Estimates

The discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. In consultation with the Company’s Board of Directors, management has identified the following accounting policies that it believes are key to an understanding of its financial statements. These are important accounting policies that require management’s most difficult, subjective judgments.

Basis of Presentation

Principles of Consolidation

The accompanying consolidated financial statements include all the accounts of the Company and its wholly owned subsidiaries RxCompound, Peaks, and ESF.

Use of Estimates and Assumptions

Carrying Value, Recoverability, and Impairment of Long-Lived Assets

Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC’) 360 to evaluate its long-lived assets. The Company’s long-lived assets, which include property and equipment and a patent are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Cash and Cash Equivalents

Related Parties

Commitments and Contingencies

Revenue Recognition

Revenue is recognized at the point in time the funds to complete sale are recorded in the company’s bank account.

Inventories

Cost of Revenues

Components of costs of revenues include product costs, shipping costs to customers, and any inventory adjustments.

Shipping and Handling Costs

The Company accounts shipping and handling costs to customers as cost of revenue.

Research and Development

Net Loss Per Common Share

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 this standard.

Goodwill

Stock Based Compensation

Fair Value

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.

Property and Equipment

Intangible assets

Intangible assets consist of Peaks telemedicine platform, Holding Company’s web domains and goodwill recognized by RxCompound in stand-alone Financial Statements under the push down approach. Intangible assets with finite lives are amortized over the estimated useful life of five years and goodwill is amortized over the estimated life of 10 years. These assets are evaluated for impairment at least on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We assess recoverability by determining whether the carrying value of such assets will be recovered through the undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

Reclassification

No restatement was made in comparative Consolidated Financial Statements. However, Certain amounts from the year ended March 31, 2023, have been reclassified to conform to this quarter ended June 30, 2023, report.

Results of Operations

The following tables set forth summarized cost of revenue information for the fiscal quarters ended June 30, 2023, and June 30, 2022:

	For the Fiscal Quarter Ended June 30,
	2023		2022

Revenue	$	219,934	$	-
Cost of revenues		71,165		-
Gross Profit/(Loss)		148,769		-

We had product sales of $219,934 and a gross profit of $148,769, representing a gross margin of 67.64% in the fiscal quarter ended June 30, 2023, compared with product sales of $0 and a gross profit of $0, representing a gross margin of 0% in the fiscal quarter ended June 30, 2022. The revenue increase in the fiscal quarter ended June 30, 2023, compared with the fiscal quarter ended June 30, 2022, is primarily due to the acquisition of RxCompound and Peaks – see Item 2 Principal of Consolidation. RxCompound generated $170,532 in the month of June 2023 alone. This was primarily due to RxCompound’s completion of the integration of all product categories into its business, including hazardous hormonal creams and sterile injectable prescriptions.

For the fiscal quarter ended June 30, 2023, the Company had a loss from continuing operations of approximately $89,708 compared to a loss from continuing operations of approximately $22,410 for the fiscal quarter ended June 30, 2022. This increase in loss is primarily due to RxCompound’s increasing staff to facilitate the increase of compounding and orders, and amortization expense.

Operating Expenses

	Fiscal Quarter Ended June 30,
	2023			2022			$ Change			% Change
Compensation – officers	$	5,654		$	31,250		$	(25,596	)		(452.71	)%
Marketing	$	11,376		$	-		$	11,376			11,376	%
General and administrative	$	115,941		$	142,997		$	(27,056	)		(23.34	)%
Professional fees	$	16,420		$	5.200		$	11,220			68.33	%
Cost of legal proceedings	$	2,000		$	512,725		$	(510,725	)		(25,526.25	)%
Licenses and fees	$	1,954			-		$	1,954			1,954	%
Amortization expense	$	58,318			-		$	58,318			58,318	%
Research and Development	$	6,817			-		$	6,817			6,817	%
Depreciation expense	$	7,379			-		$	7,379			7,379	%
Total operating expenses	$	225,859		$	692,172		$	(466,313	)		(206.46	)%

Loss from operations		(77,090	)		(692,608	)	$	615,082			797.88	%

Other Income (Expenses):
Other income	$	-			547,608			(547,608	)		(547,608	)%
Interest expense		(12,618	)		(10,118	)		(2,500	)		19.81	%
Total other income (expenses)		(12,618	)		537,490			(550,108	)		(4,359.71	)%

Net Profit/(Loss) before income taxes		(89,708	)		(154,682	)		(67,298	)		75.02	%

Income taxes		-			-			-			-

Net Profit/(Loss)	$	(89,708	)	$	(22,410	)	$	(67,298	)		75.02	%

Marketing expenses totaled $11,376 for the fiscal quarter ended June 30, 2023, an increase of $11,376 from $0 for the fiscal quarter ended June 30, 2022. This increase is due to a small budget to market the Company’s websites utilizing Google Ads.

Legal fees totaled $2,000 for the fiscal quarter ended June 30, 2023, a decrease of $510,725 from $512,725 for the fiscal quarter ended June 30, 2022.

Professional fees totaled $16,420 for the fiscal quarter ended June 30, 2023, an increase of $11,220 from $5,200 for the fiscal quarter ended June 30, 2022. This increase is due to RxCompound’s hiring consultants to assist on certifying and training for the sterile compounding room that began operating in the end of May 2023.

Research and development fees totaled $6,817 for the fiscal quarter ended June 30, 2023, an increase of $6,817 from $0 for the fiscal quarter ended June 30, 2022. This increase is due to the RxCompound experimenting on different formulations to compound.

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 decreased from $142,997 for the fiscal quarter ended June 30, 2022, to $115,941 for the fiscal quarter ended June 30, 2023.

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 increased to $12,618 for the fiscal quarter ended June 30, 2023, compared with $10,118 for the fiscal quarter ended June 30, 2022.

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 Quarterly 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 Quarterly Report, including our consolidated financial statements, to aid in their analysis and understanding of our performance and in making comparisons.

Cash Flow & Assets

A summary of our changes in cash flows & assets for the fiscal quarters ended June 30, 2023, and June 30, 2022, is provided below:

	As of June 30,
				2022
ASSETS:
Current Assets:
Cash	$	91,989		$	20,323
Inventory		101,807			-
Total current assets		193,796			20,323
Due from RxCompound		-			250,000
Prepaid Acquisition Costs		-,			20,323
Property and equipment, net		120,399			-
Right of use asset, net		194,543			-
Intangible assets, net		133,613			-
Goodwill		2,110,368			-
Other assets		-			-
Total Assets	$	2,752,719		$	320,323

LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current Liabilities:
Accounts payable and accrued liabilities	$	519,361		$	1,521,334
Current portion of loans and obligations		284,776			706,979
Other payables		111,751			-
Current portion of operating lease obligations		46,621			-
Total current liabilities		962,509			2,228,313
Operating lease obligations; less current maturities		96,743			-
Loans and obligations; less current maturities		209,184			111,663
Total liabilities		1,263,660			2,339,976
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 June 30, 2023, and June 30, 2022, respectively		1,000			1,000
Common stock, par value $0.001 per share, 750,000,000 shares authorized; 314,881,821 and 53,851,966 shares issued and outstanding as of June 30, 2023, and June 30, 2022, respectively		314,552			53,353
Additional paid-in capital		31,766,199			28,264,452
Accumulated deficit		(30,592,692	)		(30,278,400	)
Total stockholders’ (Deficit) Equity		1,489,059			(1,960,095	)
Total Liabilities and Stockholders’ Equity	$	2,752,719		$	320,323

The Company had $91,989 in Cash for the fiscal quarter ended June 30, 2023, compared with $35,756 for the fiscal quarter ended June 30, 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 $179,738 in Accounts Payable for the fiscal quarter ended June 30, 2023, compared with $90,790 for the fiscal quarter ended June 30, 2022. The accounts payable were $106,025 in inventory under net 30 terms, $39,804 in prior auditor’s accrued fees being, $30,889 in RxCompound credit card, and the remainder in miscellaneous payables.

Accrued expenses totaled $77,752 for the fiscal quarter ended June 30, 2023, a decrease of $37,687 from $115,400 for the fiscal quarter ended June 30, 2022. The majority of the accrued expenses were $67,863 of payroll for Nickolas S. Tabraue and Wendell Hecker and the remainder in accrued interest.

Long-term and short-term debt obligations have been reduced on settlement of outstanding claims against issue of shares.

The Company had a Stockholders Equity of $1,489,059 for the fiscal quarter ended June 30, 2023, compared with $1,083,766 of Stockholders Equity for the fiscal quarter ended June 30, 2022. This improvement is primarily due to Rxcompound’s increase in total assets and revenue as well as a decrease in the Company’s total liabilities.

Cash Flow from Operating Activities

Operating Activities for the fiscal quarters ended June 30, 2023, and June 30, 2022: the Company used cash for operating activities of $53,767 expenses and $156,619, respectively.

Cash Flows from Financing Activities

During the fiscal quarter ended June 30, 2023, the Company received $110,000 through the issue of common stock.

Proceeds of $30,000 were received through a promissory note from Irela Castillo on May 12, 2023, and was paid in full in July 2023.

Future Financing

As of June 30, 2023, the Company does not need any financing with the revenue being generated with RxCompound. If needed for expansion, the Company will seek financing with private investors through standard notes, discounted registered stock, and facilitated debt.

The Company’s Plan of Operation for the Next Twelve Months

The Company’s auditors have expressed doubt as to the Company’s ability to continue as a going concern in part, because on June 30, 2023, the Company had negative working capital and an accumulated deficit of $30,592,692.

The Company’s current liabilities have historically exceeded the Company’s Current Assets; and as of June 30, 2023, that trend has ended with the Company’s total assets totaling $2,752,719 exceeding the Company’s liabilities of $1,263,660 by $1,489,059. In addition, the Company during the fiscal quarter ended June 30, 2023, had product sales of $219,934 and a gross profit of $148,769, representing a gross margin of 67.64%. The revenue increase is due to the acquisition of RxCompound and Peaks. RxCompound generated approximately $170,532 in the month of June 2023, alone. This was primarily due to RxCompound’s completion of the integration of all product categories into its business, including hazardous hormonal creams and sterile injectable prescriptions.. The Company recorded its highest revenue and profit generated month in June 2023. RxCompound plans to continue obtaining more accounts while expanding the states approved to fill with the capacity to compound injectables. Furthermore, the Company has been working on expanding its intellectual properties with unique platforms compared to Peaks and service providers that will further increase the Company’s assets and revenue. With this trend, the Company will have the ability to continue operating without having the need to raise capital unless needed for acquisitions or expansion.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of 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 the Company’s reports filed 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. Although the Company’s management has not formally carried out an evaluation under the supervision and with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”), because of the relatively thin management structure that the Company currently maintains, the Company believes that the Company’s Principal Executive Officer and Principal Financial Officer have sufficient timely information to allow them to make necessary disclosures in a timely manner.

Based on this informal evaluation, the Company’s principal executive and principal financial and accounting officer concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of June 30, 2023.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting U.S. generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control and Financial Reporting

There were no other changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the fiscal quarter ended June 30, 2023, the Company issued 18,533,334 shares of its common stock for $110,000, 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 April 5, 2023, the Company issued 5,000,000 shares to an investor at $0.005 per share for cash. On April 14, 2023, the Company issued 666,667 shares to an investor at $0.015 per share for cash. On April 27, 2023, the Company issued 5,000,000 shares to an investor at $0.005 per share for cash. On May 2, 2023, the Company issued 666,667 shares to an investor at $0.015 per share for cash. On May 4, 2023, the Company issued 2,000,000 shares to an investor at $0.005 per share for cash. On May 4, 2023, the Company issued 200,000 shares to an investor at $0.025 per share for cash. On May 24, 2023, the Company issued 5,000,000 shares to an investor at $0.005 per share for cash.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

31.1		Certifications of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

31.2		Certifications of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

32.1		Certifications of Chief Executive Officer pursuant to 18 U.S.C. SEC. 1350 (Section 906 of Sarbanes-Oxley Act of 2002) +

32.2		Certifications of Chief Financial Officer pursuant to 18 U.S.C. SEC. 1350 (Section 906 of Sarbanes-Oxley Act of 2002) +

101.INS		Inline XBRL Instance Document *

101.SCH		Inline XBRL Taxonomy Extension Schema Document *

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document *

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document *

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document *

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document *

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: July 27, 2023	By:	/s/ Giorgio R. Saumat
		Giorgio R. Saumat
	Its:	CEO and Chairman of the Board

Dated: July 27, 2023	By:	/s/ Gabrielle Schuster
		Gabrielle Schuster,
	Its:	Chief Financial Officer

Exhibit 31.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14

I, Giorgio R. Saumat, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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 the Company’s 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 the Company’s 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 the Company’s 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, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	EARTH SCIENCE TECH, INC.

Dated: July 27, 2023	By:	/s/ Giorgio R. Saumat
		Giorgio R. Saumat
	Its:	CEO and Chairman of the Board

Exhibit 31.2

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14

I, Gabrielle Schuster, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Earth Science Tech, Inc.;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report the company’s 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

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	EARTH SCIENCE TECH, INC.

Dated: July 27, 2023	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 Quarterly Report of Earth Science Tech, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ending June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Giorgio R. Saumat, 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: July 27, 2023	By:	/s/ Giorgio R. Saumat
		Giorgio R. Saumat
	Its:	CEO and Chairman of the Board

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 Quarterly Report of Earth Science Tech, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ending June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gabrielle Schuster, 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: July 27, 2023	By:	/s/ Gabrielle Schuster
		Gabrielle Schuster
	Its:	Chief Financial Officer

Cover	3 Months Ended
Cover	Jun. 30, 2023 shares
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--03-31
Entity File Number	000-55000
Entity Registrant Name	EARTH SCIENCE TECH, INC.
Entity Central Index Key	0001538495
Entity Tax Identification Number	80-0931484
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	8950 SW 74th CT
Entity Address, Address Line Two	Suite 101
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33156
City Area Code	(305)
Local Phone Number	724-5684
Title of 12(b) Security	Common Stock $0.001 par value
Trading Symbol	ETST
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	314,881,821

Consolidated Balance Sheets - USD ($)	Jun. 30, 2023	Mar. 31, 2023
Current Assets:
Cash	$ 91,989	$ 35,756
Inventory	101,807	10,260
Total current assets	193,796	46,016
Property and equipment, net	120,399	143,213
Right of use asset, net	194,543	200,674
Intangible assets, net	133,613	137,819
Goodwill	2,110,368	2,164,480
Other assets
Total Assets	2,752,719	2,692,202
Current Liabilities:
Accounts payable and accrued liabilities	519,361	517,137
Current portion of loans and obligations	284,776	604,767
Other payables	111,751	117,193
Current portion of operating lease obligations	46,621	68,188
Total current liabilities	962,509	1,307,285
Operating lease obligations; less current maturities	96,743	96,743
Loans and obligations; less current maturities	204,408	204,408
Total liabilities	1,263,660	1,608,436
Commitments and contingencies
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized; 1,000,000 and 0 shares issued and outstanding as of June 30, 2023, and June 30, 2022, respectively	1,000	1,000
Common stock, par value $0.001 per share, 750,000,000 shares authorized; 314,881,821 and 282,611,083 shares issued and outstanding as of June 30, 2023, and March 31, 2023, respectively	314,552	282,612
Additional paid-in capital	31,766,199	31,303,138
Accumulated deficit	(30,592,692)	(30,502,984)
Total stockholders’ (Deficit) Equity	1,489,059	1,083,766
Total Liabilities and Stockholders’ Equity	$ 2,752,719	$ 2,692,202

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Mar. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	1,000,000	0
Preferred stock, shares outstanding	1,000,000	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	314,881,821	282,611,083
Common stock, shares outstanding	314,881,821	282,611,083

Consolidated Statements of Operations - USD ($)	3 Months Ended
Consolidated Statements of Operations - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenues, net	$ 219,934
Cost of revenues	71,165
Gross Profit	148,769
Operating Expenses:
Officer’s cash compensation	5,654	31,250
Selling and marketing	11,376
General and administrative	115,941	142,997
Bad debt expense
Licenses and fees	1,954	512,725
Research and Development	6,817
Legal and professional	18,420	5,200
Depreciation and amortization	65,697
Total operating expenses	225,859	692,172
Loss from operations	(77,090)	(692,172)
Other Income (Expenses):
Other income		547,608
Interest expense	(12,618)	(10,118)
Total other income (expenses)	(12,618)	(10,118)
Net Profit/(Loss) before income taxes	(89,708)	(154,682)
Income taxes
Net Profit/(Loss)	$ (89,708)	$ (154,682)

Consolidated Statements of Stockholders' (Deficit) Equity - 3 months ended Jun. 30, 2023 - USD ($)	Common Stock [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Mar. 31, 2023	$ 282,612	$ 1,000	$ 31,303,138	$ (30,502,984)	$ 1,083,766
Balance, shares at Mar. 31, 2023	282,611,083	1,000,000
Common stock issued for cash	$ 18,534		91,467
Common stock issued for cash, shares	18,533,334
Common stock issued for Conversion on Note	$ 13,406		371,594
Common stock issued for Conversion on Note, shares	13,406,313
Net Profit/(Loss)				(89,708)	(89,708)
Balance at Jun. 30, 2023	$ 314,552	$ 1,000	$ 31,766,199	$ (30,592,692)	$ 1,489,059
Balance, shares at Jun. 30, 2023	314,550,730	1,000,000

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net Profit/(Loss)	$ (89,708)	$ (154,682)
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation
Gain on payable settlement
Depreciation and amortization	65,696
Changes in operating assets and liabilities:
Deposits
Prepaid expenses and other current assets		(250,000)
Inventory	(91,547)
Other current liabilities
Accrued settlement		295,000
Accounts payable and accrued expenses	61,792	(46,937)
Net cash used in operating activities	(53,767)	(24,077)
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	110,000
Payments on debt obligations
Proceeds from loans and notes		150,000
Net Cash Provided by Financing Activities	110,000	150,000
Net increase (decrease) in cash and cash equivalents	56,233	(6,619)
Cash and cash equivalents at beginning of the period	35,756	26,942
Cash and cash equivalents at end of the period	91,989	20,323
Non-Cash Transactions
Common stock issued on conversion of notes payable	$ 13,406,313

Organization and Nature of Operations

3 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Nature of Operations

Note 1 — Organization and Nature of Operations

Summary of Significant Accounting Policies

3 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Basis of presentation

Principles of consolidation

The accompanying consolidated financial statements include all the accounts of the Company and its wholly owned subsidiaries RxCompound, Peaks, and ESF.

Use of estimates and assumptions

Carrying value, recoverability, and impairment of long-lived assets

Cash and cash equivalents

Related parties

Commitments and contingencies

Revenue recognition

Revenue is recognized at the point in time the funds to complete sale are recorded in the company’s bank account.

Inventories

Cost of Revenues

Components of costs of revenues include product costs, shipping costs to customers, and any inventory adjustments.

Shipping and Handling Costs

Costs incurred by the Company for shipping and handling are included in costs of revenues.

Research and development

Income taxes

Net loss per common share

Cash flows reporting

Goodwill

Stock Based Compensation

Fair Value

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.

Property and equipment

Recently issued accounting pronouncements

We have considered the impact of the following pronouncements:

Update ASU 2021-10- Government Assistance (Topic 832)

Intangible assets

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.

Going Concern

3 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

Note 3 — Going Concern

The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Related Party Balances and Transactions

3 Months Ended

Jun. 30, 2023

Related Party Balances and Transactions

Note 4 — Related Party Balances and Transactions

Stockholders’ Equity

3 Months Ended

Jun. 30, 2023

Equity [Abstract]

Stockholders’ Equity

Note 5 — Stockholders’ Equity

During the quarter ended June 30, 2023, and 2022, the Company issued 13,406,313 and 0 unrestricted common shares for two convertible notes with a combined outstanding balance of $385,000.

Commitments and Contingencies

3 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 6 — Commitments and Contingencies

Legal Proceedings

Employment and Consulting Agreements

No consulting agreement was signed during the fiscal quarters ended June 30, 2023, and June 30, 2022.

Property and Equipment

3 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 7 — Property and Equipment

Schedule of Property And Equipment


	For the Fiscal Quarter Ended June 30,
	June 30, 2023		June 30, 2022

Equipment – cost	$	150,082	$	-
Less: Accumulated depreciation		29,683		-
Property and Equipment, Net	$	120,399	$	-

Depreciation expense for the fiscal quarters ended June 30, 2023, and June 30, 2022, was $7,379 and $0, respectively.

Weighted average remaining term was 5 years (approx.) and weighted average discount rate was 7%.

Leases

3 Months Ended

Jun. 30, 2023

Leases

Leases

Note 8 — Leases

Supplemental balance sheet information related to leases were as follows:


	For the Fiscal Quarter Ended June 30,
	2023		2022

Assets
Right of use asset, net	$	194,543	$	-

Operating lease liabilities
Current		46,621		-
Non-current		96,743		-
Total Lease Liabilities	$	143,364	$	-

The components of lease cost were as follows:

Schedule of Lease Cost


	For the Fiscal Quarter Ended June 30,
	2023		2022

Depreciation	$	7,379	$	-
Interest on lease obligation		12,618		-
Total lease cost	$	19,997	$	-

Lease term and discount rate were as follows:

Intangible Assets

3 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Note 9 — Intangible Assets

Intangible assets, consisted of the following:

Schedule of Intangible Assets


	For the Fiscal Quarter Ended June 30,
	2023		2022

Telemedicine Property	$	15,585	$	-
Web Properties		17,985		-
Goodwill – push down approach ^(A)		100,043		-
Accumulated Amortization		58,318		-
Net Balance	$	191,931	$	-

GOODWILL

3 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL

NOTE 10- GOODWILL

SCHEDULE OF GOODWILL

	For the Fiscal Quarter Ended June 30,
	2023		2022
RxCompound and Peaks	$	2,110,368	$	-

Total	$	2,110,368	$	-

The Company conducted an impairment test as of June 30, 2023, and no indication of impairment was identified.

Accounts Payable and Accrued Expenses

3 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Accounts Payable and Accrued Expenses

Note 11 — Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following:

	For the Fiscal Quarter Ended June 30, 2023

Accounts Payable (A)	$	179,738
Accrued Expenses (B)		77,752
Accrued settlement (C)		261,871
Total	$	519,361

(A)

Accounts Payable

As of June 30, 2023, accounts payable included inventory under net 30 terms of $106,025, prior auditor fees of $39,804, RxCompound credit card balance of $30,327, and other payables of $3,582.

(B)

Accrued Expenses

As of June 30, 2023, accrued expenses included interest payable of $9,889 accrued payroll of $67,863.

(B)	Accrued Settlement

Debts

3 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Debts

Note 12 — Debts

Notes payable and loans payable consisted of the following:

Schedule of Notes and Loans Payable

		For the Fiscal Quarter Ended June 30,
Name		2023		2022

SBA Loan Payable	(1)	$	204,408	$	104,519
Revolving Promissory Note Payable	(2)		250,000		250,000
Promissory Note Payable I	(3)		30,000		-
Convertible Promissory Note Payable	(4)		-		150,00
Advance Payable	(4)		-		50,000
Promissory Note Payable II	(4)		-		44,429
Notes payable – related parties	(4)		-		87,402
Equipment Finance	Note-4		111,850		-
		$	596,258	$	686,350

(1) SBA Loan

Installment payments due within a year have been classified under current liabilities.

Following is the aggregate future long term SBA loan payments, as of June 30, 2023:

	Amount
Loan Payments
Within year 1	$	4,767
Within year 2		4,947
Within year 3		5,132
Within year 4		5,325
Thereafter		184,237
Total Loan Payments		204,408
Less: Current portion		(4,776	)

Non-Current portion	$	199,632

(2) Revolving Promissory Note

(3) Promissory Note I:

4) Opening Debt Obligations:

Subsequent Events

3 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 13 — Subsequent Events

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of presentation	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	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 intercompany transactions and balances were identified.
Use of estimates and assumptions	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.
Carrying value, recoverability, and impairment of long-lived assets	Carrying value, recoverability, and impairment of long-lived assets The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC’) 360 to evaluate its long-lived assets. The Company’s long-lived assets, which include property, equipment, and a patent, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. Impairment of assets, if any, are included in operating expenses.
Cash and cash equivalents	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 June 30, 2023, and June 30, 2022, the Company held a cash balance of $91,989 and $35,756, respectively.
Related parties	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.
Commitments and contingencies	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. 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	Revenue recognition Revenue is recognized at the point in time the funds to complete sale are recorded in the company’s bank account.
Inventories	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 consists of bulk ingredients used to compound finished products as well as 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.
Cost of Revenues	Cost of Revenues Components of costs of revenues include product costs, shipping costs to customers, and any inventory adjustments.
Shipping and Handling Costs	Shipping and Handling Costs Costs incurred by the Company for shipping and handling are included in costs of revenues.
Research and development	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	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 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately anticipate actual outcomes. 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 50% likelihood of being realized upon ultimate settlement. As of June 30, 2023, the Company has not recorded any unrecognized tax benefits. 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 $6,150,613. This loss is allowed to be offset against future income until the year 2039 when the NOL’s will expire. The tax benefits relating to all timing differences have been fully reserved for in the valuation allowance account due to the substantial losses incurred through March 31, 2022. The change in the valuation allowance for the fiscal quarters ended June 30, 2023, and 2022, was an increase of $0 and $0, respectively. 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.
Net loss per common share	Net loss per common share 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 fiscal quarter ended June 30, 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.
Cash flows reporting	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 this standard.
Goodwill	Goodwill 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 June 30, 2023, the Company recognized goodwill on the acquisition of its wholly owned subsidiaries; RxCompound and Peaks.
Stock Based Compensation	Stock Based Compensation 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 has no stock-based commitments outstanding as of June 30, 2023, and 2022.
Fair Value	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 June 30, 2023, and June 30, 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 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. Depreciation on equipment is charged using a straight-line method over the estimated useful life of 5 years.
Recently issued accounting pronouncements	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. 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 companies” 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 companies” 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	Intangible assets Intangible assets consist of Peaks telemedicine property, the Company’s web properties and goodwill recognized by RxCompound in stand-alone Financial Statements under the push down approach. Intangible assets with finite lives are amortized over the estimated useful life of five years and goodwill is amortized over the estimated life of 10 years. These assets are evaluated for impairment at least on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We assess recoverability by determining whether the carrying value of such assets will be recovered through the undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.
Reclassification	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.

Property and Equipment (Tables)

3 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property And Equipment


	For the Fiscal Quarter Ended June 30,
	June 30, 2023		June 30, 2022

Equipment – cost	$	150,082	$	-
Less: Accumulated depreciation		29,683		-
Property and Equipment, Net	$	120,399	$	-

Leases (Tables)

3 Months Ended

Jun. 30, 2023

Leases

Schedule of Supplemental Balance Sheet Related to Leases

Supplemental balance sheet information related to leases were as follows:


	For the Fiscal Quarter Ended June 30,
	2023		2022

Assets
Right of use asset, net	$	194,543	$	-

Operating lease liabilities
Current		46,621		-
Non-current		96,743		-
Total Lease Liabilities	$	143,364	$	-

Schedule of Lease Cost

The components of lease cost were as follows:

Schedule of Lease Cost


	For the Fiscal Quarter Ended June 30,
	2023		2022

Depreciation	$	7,379	$	-
Interest on lease obligation		12,618		-
Total lease cost	$	19,997	$	-

Intangible Assets (Tables)

3 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

Intangible assets, consisted of the following:

Schedule of Intangible Assets


	For the Fiscal Quarter Ended June 30,
	2023		2022

Telemedicine Property	$	15,585	$	-
Web Properties		17,985		-
Goodwill – push down approach ^(A)		100,043		-
Accumulated Amortization		58,318		-
Net Balance	$	191,931	$	-

GOODWILL (Tables)

3 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

SCHEDULE OF GOODWILL

	For the Fiscal Quarter Ended June 30,
	2023		2022
RxCompound and Peaks	$	2,110,368	$	-

Total	$	2,110,368	$	-

Accounts Payable and Accrued Expenses (Tables)

3 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following:

	For the Fiscal Quarter Ended June 30, 2023

Accounts Payable (A)	$	179,738
Accrued Expenses (B)		77,752
Accrued settlement (C)		261,871
Total	$	519,361

Debts (Tables)

3 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of Notes and Loans Payable

Notes payable and loans payable consisted of the following:

Schedule of Notes and Loans Payable

		For the Fiscal Quarter Ended June 30,
Name		2023		2022

SBA Loan Payable	(1)	$	204,408	$	104,519
Revolving Promissory Note Payable	(2)		250,000		250,000
Promissory Note Payable I	(3)		30,000		-
Convertible Promissory Note Payable	(4)		-		150,00
Advance Payable	(4)		-		50,000
Promissory Note Payable II	(4)		-		44,429
Notes payable – related parties	(4)		-		87,402
Equipment Finance	Note-4		111,850		-
		$	596,258	$	686,350

Schedule of Aggregate Future Long Term SBA Loan Payments

Following is the aggregate future long term SBA loan payments, as of June 30, 2023:

	Amount
Loan Payments
Within year 1	$	4,767
Within year 2		4,947
Within year 3		5,132
Within year 4		5,325
Thereafter		184,237
Total Loan Payments		204,408
Less: Current portion		(4,776	)

Non-Current portion	$	199,632

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2023
Operating Loss Carryforwards [Line Items]
Cash	$ 91,989	$ 35,756	$ 35,756
Likelihood income tax percentage	50% likely of being realized upon ultimate settlement
Unrecognized tax benefits	$ 0
Net operating loss carryforwards	6,150,613
Valuation allowance	$ 0	$ 0
Property plant and equipment useful life	5 years
Intangible assets finite lives, goodwill	5 years
Goodwill [Member]
Operating Loss Carryforwards [Line Items]
Intangible assets finite lives, goodwill	10 years
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Likelihood income tax percentage	50% likelihood of being realized upon ultimate settlement

Going Concern (Details Narrative) - USD ($)	Jun. 30, 2023	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 30,592,692	$ 30,502,984

Stockholders’ Equity (Details Narrative) - USD ($)	3 Months Ended
Stockholders’ Equity (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares issued	18,533,334	0
Number of shares issued, value	$ 110,000	$ 0
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock debt settlements, shares	13,406,313	0
Common stock debt settlements, value	$ 385,000

Commitments and Contingencies (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Finite-Lived Intangible Assets [Line Items]
Officers compensation	$ 5,654	$ 31,250
Employment Contracts [Member]
Finite-Lived Intangible Assets [Line Items]
Officers compensation	$ 750

Schedule of Property And Equipment (Details) - USD ($)	Jun. 30, 2023	Mar. 31, 2023
Property, Plant and Equipment [Line Items]
Less: Accumulated depreciation	$ 29,683
Property and Equipment, Net	120,399	$ 143,213
Equipment [Member]
Property, Plant and Equipment [Line Items]
Equipment – cost	$ 150,082

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended
Property and Equipment (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 7,379
Weighted average remaining term	5 years
Weighted average discount rate	7.00%

Schedule of Supplemental Balance Sheet Related to Leases (Details) - USD ($)	Jun. 30, 2023	Mar. 31, 2023
Leases
Right of use asset, net	$ 194,543	$ 200,674
Current	46,621	68,188
Non-current	96,743	$ 96,743
Total Lease Liabilities	$ 143,364

Schedule of Lease Cost (Details) - USD ($)	3 Months Ended
Schedule of Lease Cost (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Leases
Depreciation	$ 7,379
Interest on lease obligation	12,618
Total lease cost	$ 19,997

Leases (Details Narrative)	1 Months Ended
Leases (Details Narrative)	Jun. 30, 2022 USD ($)
Leases
Lease payments	$ 7,453.37
Lum sum lease payment	$ 40,000
Lease term	3 years

Schedule of Intangible Assets (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Finite-Lived Intangible Assets [Line Items]
Goodwill – push down approach (A)	$ 100,043
Accumulated Amortization	58,318
Net Balance	191,931
Telemedicine Platform [Member]
Finite-Lived Intangible Assets [Line Items]
Goodwill – push down approach (A)	15,585
Web Domain [Member]
Finite-Lived Intangible Assets [Line Items]
Goodwill – push down approach (A)	$ 17,985

SCHEDULE OF GOODWILL (Details) - USD ($)	Jun. 30, 2023	Mar. 31, 2023
Goodwill	$ 2,110,368	$ 2,164,480
Rx Compound Storecom LLC and Peaks Curative LLC [Member]
Goodwill	$ 2,110,368

GOODWILL (Details Narrative)	Nov. 08, 2020
Rx Compound Store.com LLC And Peaks Curative LLC [Member]
Restructuring Cost and Reserve [Line Items]
Acquired percentage	100.00%

Schedule of Accounts Payable and Accrued Expenses (Details)	Jun. 30, 2023 USD ($)
Payables and Accruals [Abstract]
Accounts Payable (A)	$ 179,738
Accrued Expenses (B)	77,752
Accrued settlement (C)	261,871
Total	$ 519,361

Accounts Payable and Accrued Expenses (Details Narrative) - USD ($)	Jun. 03, 2022	Jun. 30, 2023	May 30, 2023
Long-Term Purchase Commitment [Line Items]
Accounts payable		$ 179,738
Auditor fees		39,804
Other notes payable		3,582
Interest payable		9,889
Accrued payroll		67,863
Unpaid accrued settlement		261,871
Cash settlement	$ 15,000
Periodic payment	$ 5,000
Debt installment start date	Sep. 01, 2023
Rothchild [Member]
Long-Term Purchase Commitment [Line Items]
Unpaid accrued settlement		56,871
Strongbow Advisors [Member]
Long-Term Purchase Commitment [Line Items]
Unpaid accrued settlement		205,000	$ 220,000
Credit Card [Member]
Long-Term Purchase Commitment [Line Items]
Accounts payable		30,327
Inventories [Member]
Long-Term Purchase Commitment [Line Items]
Accounts payable		$ 106,025

Schedule of Notes and Loans Payable (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Aug. 31, 2021	Apr. 01, 2021	Jul. 27, 2020
Short-Term Debt [Line Items]
Total debt	$ 596,258	$ 686,350
SBA Loan Payable [Member]
Short-Term Debt [Line Items]
Total debt	204,408	104,519		$ 108,700	$ 106,800
Revolving Promissory Note Payable [Member]
Short-Term Debt [Line Items]
Total debt	250,000	250,000	$ 250,000
Promissory Note Payable One [Member]
Short-Term Debt [Line Items]
Total debt	30,000
Convertible Promissory Note Payable [Member]
Short-Term Debt [Line Items]
Total debt		150.00
Advance Payable [Member]
Short-Term Debt [Line Items]
Total debt		50,000
Promissory Note Payable Two [Member]
Short-Term Debt [Line Items]
Total debt		44,429
Notes Payable Related Parties [Member]
Short-Term Debt [Line Items]
Total debt		87,402
Equipment Finance [Member]
Short-Term Debt [Line Items]
Total debt	$ 111,850

Schedule of Aggregate Future Long Term SBA Loan Payments (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Apr. 01, 2021	Jul. 27, 2020
Short-Term Debt [Line Items]
Total Loan Payments	$ 596,258	$ 686,350
SBA Loan Payable [Member]
Short-Term Debt [Line Items]
Within year 1	4,767
Within year 2	4,947
Within year 3	5,132
Within year 4	5,325
Thereafter	184,237
Total Loan Payments	204,408	$ 104,519	$ 108,700	$ 106,800
Less: Current portion	(4,776)
Non-Current portion	$ 199,632

Debts (Details Narrative) - USD ($)								3 Months Ended		12 Months Ended
Debts (Details Narrative) - USD ($)	May 12, 2023	Jun. 03, 2022	Apr. 01, 2022	Jan. 28, 2022	Aug. 31, 2021	Apr. 01, 2021	Jul. 27, 2020	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2023
Short-Term Debt [Line Items]
Loan amount								$ 596,258	$ 686,350
Installment payment		$ 5,000
Common Stock [Member]
Short-Term Debt [Line Items]
Issuance of common stock								13,406,313
Common Stock [Member] \| Issa-EL Cheikh [Member]
Short-Term Debt [Line Items]
Issuance of common stock									16,300,000
Common Stock [Member] \| Mario Portella [Member]
Short-Term Debt [Line Items]
Issuance of common stock									2,750,000
Common Stock [Member] \| VCAMJIIRREV Trust [Member]
Short-Term Debt [Line Items]
Issuance of common stock									5,820,106
SBA Loan Payable [Member]
Short-Term Debt [Line Items]
Loan amount						$ 108,700	$ 106,800	$ 204,408	$ 104,519
Interest rate						3.75%	3.75%
Installment payment						$ 530.00	$ 521.00
Revolving Promissory Note Payable [Member]
Short-Term Debt [Line Items]
Loan amount					$ 250,000			$ 250,000	$ 250,000
Interest rate					5.00%
Installment payment			$ 200,000	$ 50,000
Maturity date					Jan. 01, 2024
Promissory Note One [Member]
Short-Term Debt [Line Items]
Loan amount	$ 30,000
Interest rate	10.00%
Payment of promissory note	$ 30,480
Opening Debt Obligations [Member]
Short-Term Debt [Line Items]
Settlement by cash										$ 85,000