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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 September 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 74th 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 September 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
  Consolidated Balance Sheets F-1
  Consolidated Statement of Operations F-2
  Consolidated Statements of Changes in Shareholders’ Equity F-3
  Consolidated Statements of Cash Flows 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 7
ITEM 4. Controls and Procedures 8
     
PART II. OTHER INFORMATION  
     
ITEM 1. Legal Proceedings 8
ITEM 1A. Risk Factors 8
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 9
ITEM 3. Defaults Upon Senior Securities 9
ITEM 4. Mine Safety Disclosures 9
ITEM 5. Other Information 9
ITEM 6. Exhibits 10
     
SIGNATURES 11

 

 2 

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

Earth Science Tech, Inc. & Subsidiaries

Consolidated Balance Sheets

 

   September 30, 2023   March 31, 2023 
ASSETS:          
Current Assets:          
Cash  $187,649    $ 35,756 
Accounts receivable   62,861    0 
Inventory   211,240    10,260 
Total current assets   461,751    46,016 
Property and equipment, net   128,843    143,213 
Right of use asset, net   154,365    200,674 
Intangible assets, net   131,905    35,276 
Goodwill   2,164,480    2,267,023 
Other assets          
Total Assets  $3,041,344   $2,692,202 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY:          
Current Liabilities:          
Accounts payable and accrued liabilities  $347,432   $517,137 
Payroll Wages and Taxes Payable   21,084    0 
Current portion of loans and obligations   41,936    604,767 
Other payables   8,958    117,193 
Current portion of operating lease obligations   89,440    68,188 
Total current liabilities   508,850    1,307,285 
Operating lease obligations; less current maturities   41,396    96,743 
Loans and obligations; less current maturities   557,458    204,408 
Total liabilities   1,107,704    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 September 30, 2023, and March 31, 2023, 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 September 30, 2023, and March 31, 2023, respectively   314,552    282,612 
Additional paid-in capital   31,766,199    31,303,138 
Accumulated deficit   (30,148,111)   (30,502,984)
Total stockholders’ (Deficit) Equity   1,933,640    1,083,766 
Total Liabilities and Stockholders’ Equity  $3,041,344   $2,692,202 

 

 F-1 

 

 

Earth Science Tech, Inc. & Subsidiaries

Consolidated Statements of Operations

 

   2023   2022   2023   2022 
   For the Three Months Ended September 30,   For the Six Months Ended September 30, 
   2023   2022   2023   2022 
Revenue  $1,927,720   $   $2,147,654   $ 
Cost of revenues   746,226        817,391     
Gross Profit   1,181,494        1,330,263     
                     
Operating Expenses:                    
                     
Compensation - officers   72,617    45,269    78,271    76,519 
Officer compensation stock        4,500         4,500 
Compensation - employees   121,300         180,034      
Marketing   5,148         16,524      
General and administrative   93,963    12,944    161,462    155,941 
Professional fees   407,626    4,000    424,546    9,200 
Loss on disposal of assets                  
Litigation Expense                 512,725 
Amortization Expense   (52,404)        5,915      
Depreciation Expense   53,301         60,679      
Cost of legal proceedings        10,200         10,200 
Total operating expenses   701,550    76,913    927,429    769,085 
                     
Income/(Loss) from operations   479,944    (76,913)   402,834    (769,085)
Other Income (Expenses)                  
Other Income   (452)   10,417    (452)   558,025 
Interest expense   (34,911)   (5,646)   (47,509)   (11,244)
Interest Expense-Convertible Notes GHS   -        -     
Interest Expense-Promissory Note-GHS   -        -     
Portela Interest   -    (555)   -    (1,104)
Int Exp-SBA Loan   -    (981)   -    (4,952)
Total other income (expenses)   (35,363)   3,235    (47,961)   540,725 
                     
Net Profit/(Loss) before income taxes   444,581    (73,678)   354,872    (228,360)
                     
Income taxes                  
                     
Net Profit/(Loss)  $444,581   $(73,678)  $354,872   $(228,360)

 

 F-2 

 

 

Earth Science Tech, Inc. & Subsidiaries

Consolidated Statements of Stockholders’ (Deficit) Equity

For Fiscal Quarter Ended September 30, 2023

 

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 June 30, 2023   314,550,730   $314,552    1,000,000   $1,000   $31,766,199   $(30,592,692)  $1,489,059 
                                    
Common stock issued for cash   -                                
Common stock issued for Conversion on Note   -                                
Net Profit/(Loss)   -    -    -     -    -    444,581    444,581 
                                    
Balance at September 30, 2023   314,550,730   $314,552    1,000,000   $1,000   $31,766,199   $(30,148,111)  $1,933,640 

 

Earth Science Tech, Inc. & Subsidiaries

Consolidated Statements of Stockholders’ (Deficit) Equity

For Six Months Ended September 30, 2023

 

   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 
                                    
Common stock issued for cash   18,533,334    18,534              91,467         110,001 
Common stock issued for Conversion on Note   13,406,313    13,406              371,594         385,000 
Net Profit/(Loss)   -    -    -    -    -    354,872    354,872 
                                    
Balance at September 30, 2023   314,550,730   $314,552   1,000,000   $1,000   $31,766,199   $(30,148,111)  $1,933,640 

 

 F-3 

 

 

Earth Science Tech, Inc. & Subsidiaries

Consolidated Statements of Cash Flows

 

   2023   2022 
   For the Six Months Ended September 30, 
   2023   2022 
Cash flows from operating activities:          
Net Profit/(Loss)   354,872    (228,360)
Adjustments to reconcile net income to net cash provided by operating activities:          
Stock-based compensation   -    - 
Gain on payable settlement   -     -  
Depreciation and amortization   66,593    - 
           
Changes in operating assets and liabilities:          
Deposits   -    - 
Accounts receivable   (62,861)   - 
Prepaid expenses and other current assets   -    (424,838)
Inventory   (200,980)     
Other current liabilities   28,000      
Accrued settlement   (185,947)   273,462 
Accounts payable and accrued expenses   162,326    3,999 
Net cash used in operating activities   162,003    (375,737)
           
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   18,534    - 
Proceeds from Additional Paid In Capital   91,467    - 
Increase/(Decrease) in Loans   (54,032)   - 
Increase/(Decrease) in Other Payables   (31,985)   - 
Increase/(Decrease) in Lease Liability   (34,094)   - 
Proceeds from loans and notes   -    350,000 
Net Cash Provided by Financing Activities   (10,110)   350,000 
Net increase (decrease) in cash and cash equivalents   151,893    (25,737)
Cash and cash equivalents at beginning of the period   35,756    26,942 
Cash and cash equivalents at end of the period   187,649    1,205 
           
Non-Cash Transactions          
Common stock issued on conversion of notes payable          

 

 F-4 

 

 

EARTH SCIENCE TECH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 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 Arizona, Colorado, Delaware, Florida, Georgia, Minnesota, Missouri, New York, New Jersey, Nevada, Pennsylvania, Rhode Island, Utah, Washington, Wisconsin. 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 Curative, and ESF.

 

The Company’s acquisition of RxCompound was consummated on November 8, 2022, along with Peaks Curative; 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 September 30, 2023, and March 31, 2023, the Company held a cash balance of $187,649 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 when the Company transfers control of its products to the customer, which typically occurs at a point-in-time, either upon shipment or delivery. Substantially all of the Company’s net revenues relate to products which are transferred to the customer at a point-in-time.

 

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 compounding activities, which consist of the design and development of new products for specific customers, as well as the design and compounding 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 September 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 $1,600,281. 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 six months ended September 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 six months ended September 30, 2023, shares issuable upon conversion of convertible notes were anti-dilutive. 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 September 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 September 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 September 30, 2023, and September 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 September 30, 2023, the Company had negative working capital, an accumulated deficit of $30,148,111. 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 September 30, 2023, the Company had no related party balances.

 

Note 5 — Stockholders’ Equity

 

During the fiscal quarters ended September 30, 2023, and September 30, 2022, the Company issued 0 and 0 restricted common shares - see ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

During the quarter ended September 30, 2023, and 2022, the Company did not issue any unrestricted common shares.

 

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 has entered into amended employment agreements with the current CEO, Giorgio R. Saumat, and President, Mario G. Tabraue. The amended term of the employment agreements will commence October 1, 2023, for a term of twelve months. The Executive compensation is 21% and 10.5% of monthly revenue, respectively. Compensation is payable the first day of the month for the preceding month’s revenue so long as the company increases its cash position quarter over quarter. In the event the Company does not increase its cash position, the arrangement must be renegotiated, and there will be no payment at the beginning of the new quarter. The agreements include a back pay waiver and the Executive must waive all rights to any and all compensation, including back pay, for any and all work done on behalf of the Company prior to September 30, 2023.

 

Note 7 — Property and Equipment

 Schedule of Property And Equipment

         
   For the Fiscal Quarter Ended September 30, 
   September 30, 2023   September 30, 2022 
         
Equipment – cost  $150,082   $- 
Less: Accumulated depreciation   (21,239)   - 
Property and Equipment, Net  $128,843   $- 

 

Depreciation expense for the fiscal quarters ended September 30, 2023, and September 30, 2022, was $53,301 and $0, respectively.

 

During the fiscal quarter ended September 30, 2023, there were no additions to the Property and Equipment.

 

Weighted average remaining term was 4.4 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 of 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:

 Schedule of Supplemental Balance Sheet Related to Leases   

         
   For the Fiscal Quarter Ended September 30, 
   2023   2022 
         
Assets          
Right of use asset, net  $154,365   $- 
           
Operating lease liabilities          
Current   89,440    - 
Non-current   41,396    - 
Total Lease Liabilities  $130,836   $- 

 

The components of lease cost were as follows:

 

         
   For the Fiscal Quarter Ended September 30, 
   2023   2022 
         
Depreciation  $53,301   $- 
Interest on lease obligation   8,247    - 
Total lease cost  $19,997   $- 

 

Note 9 — Intangible Assets

 

Intangible assets, consisted of the following:

 Schedule of Intangible Assets

         
   For the Fiscal Quarter Ended September 30, 
   2023   2022 
         
Telemedicine Property  $17,806   $- 
Web Properties   19,323    - 
Goodwill – push down approach (A)   138,312    - 
Accumulated Amortization   (43,536)   - 
Net Balance  $131,905   $- 

 

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 September 30, 
   2023   2022 
RxCompound and Peaks  $2,164,480   $- 
           
Total  $2,164,480   $- 

 

The Company conducted an impairment test as of September 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:

 Schedule of Accounts Payable and Accrued Expenses 

   For the Fiscal Quarter Ended September 30, 2023 
     
Accounts Payable (A)  $343,556 
Accrued Expenses (B)   33,918 
Accrued settlement (C)   118,000 
Total  $495,474 

 

(A) Accounts Payable

 

As of September 30, 2023, accounts payable included inventory under net 60 terms of $199,300, and other payables of $44,256.

 

(B) Accrued Expenses

 

As of September 30, 2023, accrued expenses included interest payable of $8,958, accrued payroll of $21,084 and other accrued expenses of $3,877.

 

(B) Accrued Settlement

 

Settlement agreement with Rothchild has been fully satisfied with the last payment being made in August 2023. As of September 30, 2023, the company recognized unpaid accrued settlement of $118,000 against the claims of Strongbow Advisors. The remaining balance of $118,000 is inclusive of the pre-payment of $70,000 made in September 2023 as well as a pre-payment discount of $7,000.

 

Note 12 — Debts

 

Notes payable and loans payable consisted of the following:

 Schedule of Notes and Loans Payable

      For the Six Months Ended September 30, 
Name     2023   2022 
            
SBA Loan Payable  (1)  $215,500   $111,752 
Revolving Promissory Note Payable  (2)   160,000    250,000 
Convertible Promissory Note - Strongbow  (3)   118,000    220,000 
Convertible Promissory Note - Issa  (4)   -    50,000 
Convertible Note Payable – Irrevocable Trust  (4)   -    350,000 
Notes payable – related parties  (4)   -    87,058 
Accrued Settlement  (4)   -    829,348 
Equipment Finance  Note-7   105,894    - 
      $599,394   $1,898,158 

 

 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 began twelve (12) months after 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, began twelve (12) months after 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.

 

(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 started in September 2023 in the amount of $109,167 with a remaining balance of $160,000 that the company plans to satisfy by early 2024.

 

(3) Convertible Promissory Note – Strongbow:

 

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. In September 2023 the Company made its first two installment payments of $5,000 each along with a pre-payment of $70,000. Under the new payment terms, the Company is entitled to a 10% discount on the outstanding principle. As of September 30, 2023, the remaining balance on this note, net of regularly scheduled payments, pre-payments and pre-payment discounts, was $118,000.

 

(4) Opening Debt Obligations:

 

All other September 30, 2022, debt obligations have been settled through various transactions.

 

Convertible Note Issa issued 2/9/21 for cash received $50,000, face amount $55,000 will accrue at a rate of 10% on a 360-day year. Maturity date is February 15, 2020. This note was subsequently canceled on October 25, 2022, through a settlement agreement.

 

VCAMJI IRREV. TRUST Convertible Note Payable of $350,000 was converted for 13,406,313 shares of common stock in the month of June 2023.

 

Mario Portella Note Payable was settled through the issue of 2,750,000 Common stock on October 25, 2022.

 

Accrued settlement at September 30, 2022, of $829,348 are composed of Cromogen in the amount of $510,886; Fox Rothchild in the amount of 218,462; GHS in the amount of 80,000; and Steven Warm in the amount of $20,000. During October 2022, Mr. Giorgio R. Saumat (“Saumat”) purchased $625,624 of the Company’s debt (“Acquired Debt”) from various of the Company’s existing debt holders. Upon completion of the purchase, Saumat demanded repayment of the Acquired Debt by the Company. On October 24, 2022, the Company and Saumat entered into a settlement agreement whereby the Company agreed to issue 62,562,440 shares of its restricted Common Stock and 1,000,000 shares of its Series B Preferred Stock to Saumat in full satisfaction and the complete cancellation of any and all amounts due and owing under the Acquired Debt.

 

Note 13 — Subsequent Events

 

The Company has evaluated subsequent events through November 7, 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 November 7, 2023, the Company’s shareholders elected Yovan Sanchez as the Company’s Director of the Board and Dr. Emiliano Curia as an Independent Director. The newly elected Directors have demonstrated significant achievements in business, education, the professions and/or public service. These individuals possess the requisite intelligence, education, and experience to make a substantial contribution to the deliberations of the Board of Directors. See the related 8-K filing for the in-depth background and accomplishments.

 

 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. RxCompound is currently licensed to fulfill prescriptions in the states of Arizona, Colorado, Delaware, Florida, Georgia, Minnesota, Missouri, New York, New Jersey, Nevada, Pennsylvania, Rhode Island, Utah, Washington, Wisconsin. 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.

 

 3 

 

 

Results of Operations

 

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

 

    For the Fiscal Quarter Ended September 30,  
    2023     2022  
             
Revenue   $ 1,927,720     $ -  
Cost of revenues     746,226       -  
Gross Profit/(Loss)     1,181,494       -  

 

We had product sales of $1,927,720 and a gross profit of $1,181,494 representing a gross margin of 61.29% in the fiscal quarter ended September 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 September 30, 2022. The revenue increase in the fiscal quarter ended September 30, 2023, compared with the fiscal quarter ended September 30, 2022, is primarily due to the acquisition of RxCompound and Peaks – see Item 2 Principal of Consolidation.

 

For the fiscal quarter ended September 30, 2023, the Company had a gain from continuing operations of approximately $444,581 compared to a loss from continuing operations of approximately $73,768 for the fiscal quarter ended September 30, 2022. This increase in net profit is primarily due to RxCompound’s increasing volume of business.

 

Operating Expenses

 

   Fiscal Quarter Ended September 30, 
   2023   2022   $ Change   % Change 
Compensation – officers  $72,617   $45,269   $27,348    60.41%
Officer Compensation – Stock  $-   $4,500   $(4,500)   -100.00%
Compensation - Employees  $121,300   $-   $121,300    100.00%
Employee Compensation – Stock  $-   $-   $-    0.00%
Marketing  $5,148   $-   $5,148    100.00%
General and administrative  $93,963   $12,944   $81,019    625.92%
Professional fees  $407,626   $4.000   $403,626    10090.65%
Cost of legal proceedings  $-   $10,200   $(10,200)   (100.00)%
Licenses and fees  $-   $-   $-    0.00%
Amortization expense  $(52,404)  $-   $(52,404)   -100.00%
Litigation Expense  $-   $-   $-    0.00%
Depreciation expense  $53,301   $-   $53,301    100.00%
Total operating expenses  $701,550   $76,913   $624,637    812.13%
                     
Loss from operations   479,944    (76,913)  $556,857    724.01%
                     
Other Income (Expenses):                    
Other income (expense)  $(452)  $10,147   $(10,869)   (104.34)%
Interest expense  $(34,911)  $(7,182)   (2,7,729)   386.09%
Total other income (expenses)   (35,363)   3,235    (38,598)   (1193.13)%
                     
Net Profit/(Loss) before income taxes   444,581    (73,678)   518,259    703.41%
                     
Income taxes   -    -    -    - 
                     
Net Profit/(Loss)  $444,581   $(73,678)  $518,259    703.41%

 

 4 

 

 

Marketing expenses totaled $5,148 for the fiscal quarter ended September 30, 2023, an increase of $5,148 from $0 for the fiscal quarter ended September 30, 2022. This increase is due to a small budget to market the Company’s websites utilizing Google Ads.

 

Legal fees totaled $8,939 for the fiscal quarter ended September 30, 2023, a decrease of $1,261 from $10,200 for the fiscal quarter ended September 30, 2022.

 

Professional fees, exclusive of legal fees, totaled $398,687 for the fiscal quarter ended September 30, 2023, an increase of $394,687 from $4,000 for the fiscal quarter ended September 30, 2022. This increase is due to RxCompound’s hiring consultants to assist in creating digital infrastructure to support marketing and order fulfillment functions as well as upgrading financial reporting capabilities.

 

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, inclusive of research and development, increased from $12,944 for the fiscal quarter ended September 30, 2022, to $93,963 for the fiscal quarter ended September 30, 2023. This increase is due to hiring more employees to facilitate the Company’s growing demand and optimize efficiency.

 

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 $34,911for the fiscal quarter ended September 30, 2023, compared with $7,182 for the fiscal quarter ended September 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.

 

 5 

 

 

Cash Flow & Assets

 

A summary of our changes in cash flows & assets for the six months ended September 30, 2023, and September 30, 2022, is provided below:

 

   As of September 30, 
   2023   2022 
ASSETS:          
Current Assets:          
Cash  $187,649   $1,205 
Accounts Receivable   62,861    - 
Inventory   211,240    - 
Total current assets   461,751    1,205 
Prepaid Acquisition Costs   -,    51,500 
Property and equipment, net   128,843    - 
Right of use asset, net   154,365    - 
Intangible assets, net   131,905    - 
Goodwill   2,164,480    - 
Other assets   -    303,057 
Total Assets  $3,041,344   $355,762 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY:          
Current Liabilities:          
Accounts payable and accrued liabilities  $368,516   $357,397 
Current portion of loans and obligations   41,936    1,802,304 
Other payables   76,251    223,634 
Current portion of operating lease obligations   89,440    - 
Total current liabilities   962,509    2,383,335 
Operating lease obligations; less current maturities   41,396    - 
Loans and obligations; less current maturities   209,184      
Total liabilities   1,263,660    2,383,335 
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 September 30, 2023, and September 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 September 30, 2023, and September 30, 2022, respectively   314,552    59,053 
Additional paid-in capital   31,766,199    28,264,452 
Accumulated deficit   (30,148,111)   (30,352,078)
Total stockholders’ (Deficit) Equity   1,933,640    (2,027,573)
Total Liabilities and Stockholders’ Equity  $3,041,344   $355,762 

 

The Company had $187,649 in Cash for the six months ended September 30, 2023, compared with $1,205 for the six months ended September 30, 2022.

 

Assets’ position has been improved significantly with the purchase of inventory, 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.

 

 6 

 

 

The Company had $343,556 in Accounts Payable for the six months ended September 30, 2023, compared with $175,524 for the six months ended September 30, 2022. The accounts payable were comprised of $199,300 in inventory under net 60 terms, and the remainder in miscellaneous payables.

 

Accrued expenses totaled $24,961 for the six months ended September 30, 2023, a decrease of $156,912 from $181,873 for the six months ended September 30, 2022. The majority of the accrued expense balance represents accrued payroll of $21,084.

 

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 $1,933,640 for the six months ended September 30, 2023, compared with ($2,027,573) of Stockholders Equity for the six months ended September 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

 

Net cash provided by operating activities for the six months ended September 30, 2023, was $162,003 as compared to $375,737 used in the operating activities for the prior year period. The increase in cash flows from the prior year period is primarily driven by increased profitability and a decrease in cash payments related to litigation settlement agreements.

 

Cash Flows from Financing Activities

 

During the six months ended September 30, 2023, the Company received $18,534 through the issue of common stock and $91,467 of additional paid-in-capital.

 

Future Financing

 

As of September 30, 2023, the Company does not need any additional financing given the revenue being generated through the sales of 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 September 30, 2023, the Company had negative working capital and an accumulated deficit of $30,148,111.

 

The Company’s current liabilities have historically exceeded the Company’s Current Assets; and as of September 30, 2023, that trend has ended with the Company’s total assets totaling $3,041,344 exceeding the Company’s liabilities of $1,107,704 by $1,933,640. In addition, the Company during the six months ended September 30, 2023, had product sales of $2,147,654 and a gross profit of $1,330,263, representing a gross margin of 61.94%. The revenue increase is due to the acquisition of RxCompound and Peaks along with the increase in sales. 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 September 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.

 

 7 

 

 

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 September 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

 

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.

 

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.

 

 8 

 

 

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

 

During the six months ended September 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.

 

During the three months ended September 30, 2023, the Company did not issue shares of its common stock.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4. MINE SAFETY DISCLOSURES

 

None

 

ITEM 5. OTHER INFORMATION

 

None

 

 9 

 

 

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)

 

 10 

 

 

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: November 13, 2023 By: /s/ Giorgio R. Saumat
    Giorgio R. Saumat
  Its: CEO and Chairman of the Board
     
Dated: November 13, 2023 By: /s/ Gabrielle Schuster
    Gabrielle Schuster,
  Its: Chief Financial Officer

 

 11 

 

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: November 13, 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.;

 

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: November 13, 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 September 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: November 13, 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 September 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: November 13, 2023 By: /s/ Gabrielle Schuster
    Gabrielle Schuster
  Its: Chief Financial Officer

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

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Entity Common Stock, Shares Outstanding 314,881,821
v3.23.3
Consolidated Balance Sheets - USD ($)
Sep. 30, 2023
Mar. 31, 2023
Current Assets:    
Cash $ 187,649 $ 35,756
Accounts receivable 62,861 0
Inventory 211,240 10,260
Total current assets 461,751 46,016
Property and equipment, net 128,843 143,213
Right of use asset, net 154,365 200,674
Intangible assets, net 131,905 35,276
Goodwill 2,164,480 2,267,023
Total Assets 3,041,344 2,692,202
Current Liabilities:    
Accounts payable and accrued liabilities 347,432 517,137
Payroll Wages and Taxes Payable 21,084 0
Current portion of loans and obligations 41,936 604,767
Other payables 8,958 117,193
Current portion of operating lease obligations 89,440 68,188
Total current liabilities 508,850 1,307,285
Operating lease obligations; less current maturities 41,396 96,743
Loans and obligations; less current maturities 557,458 204,408
Total liabilities 1,107,704 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 September 30, 2023, and March 31, 2023, 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 September 30, 2023, and March 31, 2023, respectively 314,552 282,612
Additional paid-in capital 31,766,199 31,303,138
Accumulated deficit (30,148,111) (30,502,984)
Total stockholders’ (Deficit) Equity 1,933,640 1,083,766
Total Liabilities and Stockholders’ Equity $ 3,041,344 $ 2,692,202
v3.23.3
Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 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
v3.23.3
Consolidated Statements of Operations - USD ($)
3 Months Ended 6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Short-Term Debt [Line Items]        
Revenue $ 1,927,720 $ 2,147,654
Cost of revenues 746,226 817,391
Gross Profit 1,181,494 1,330,263
Operating Expenses:        
Compensation - officers 72,617 45,269 78,271 76,519
Officer compensation stock   4,500   4,500
Compensation - employees 121,300   180,034  
Marketing 5,148   16,524  
General and administrative 93,963 12,944 161,462 155,941
Professional fees 407,626 4,000 424,546 9,200
Loss on disposal of assets    
Litigation Expense     512,725
Amortization Expense (52,404)   5,915  
Depreciation Expense 53,301 60,679  
Cost of legal proceedings   10,200   10,200
Total operating expenses 701,550 76,913 927,429 769,085
Income/(Loss) from operations 479,944 (76,913) 402,834 (769,085)
Other Income (Expenses)        
Other Income (452) 10,417 (452) 558,025
Interest expense (34,911) (5,646) (47,509) (11,244)
Int Exp-SBA Loan (981) (4,952)
Total other income (expenses) (35,363) 3,235 (47,961) 540,725
Net Profit/(Loss) before income taxes 444,581 (73,678) 354,872 (228,360)
Income taxes    
Net Profit/(Loss) 444,581 (73,678) 354,872 (228,360)
Convertible Notes GHS [Member]        
Other Income (Expenses)        
Portela Interest
Promissory Note GHS [Member]        
Other Income (Expenses)        
Portela Interest
Convertible Notes Portela [Member]        
Other Income (Expenses)        
Portela Interest $ (555) $ (1,104)
v3.23.3
Consolidated Statements of Stockholders' (Deficit) Equity - 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
Beginning balance, shares at Mar. 31, 2023 282,611,083 1,000,000      
Common stock issued for cash $ 18,534   91,467   110,001
Common stock issued for cash, shares 18,533,334        
Common stock issued for Conversion on Note $ 13,406   371,594   385,000
Common stock issued for Conversion on Note, shares 13,406,313        
Net Profit/(Loss) 354,872 354,872
Balance at Sep. 30, 2023 $ 314,552 $ 1,000 31,766,199 (30,148,111) 1,933,640
Ending balance, shares at Sep. 30, 2023 314,550,730 1,000,000      
Balance at Jun. 30, 2023 $ 314,552 $ 1,000 31,766,199 (30,592,692) 1,489,059
Beginning balance, shares at Jun. 30, 2023 314,550,730 1,000,000      
Common stock issued for cash, shares        
Common stock issued for Conversion on Note, shares        
Net Profit/(Loss) 444,581 444,581
Balance at Sep. 30, 2023 $ 314,552 $ 1,000 $ 31,766,199 $ (30,148,111) $ 1,933,640
Ending balance, shares at Sep. 30, 2023 314,550,730 1,000,000      
v3.23.3
Consolidated Statements of Cash Flows - USD ($)
6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Cash flows from operating activities:    
Net Profit/(Loss) $ 354,872 $ (228,360)
Adjustments to reconcile net income to net cash provided by operating activities:    
Stock-based compensation
Gain on payable settlement
Depreciation and amortization 66,593
Changes in operating assets and liabilities:    
Deposits
Accounts receivable (62,861)
Prepaid expenses and other current assets (424,838)
Inventory (200,980)  
Other current liabilities 28,000  
Accrued settlement (185,947) 273,462
Accounts payable and accrued expenses 162,326 3,999
Net cash used in operating activities 162,003 (375,737)
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 18,534
Proceeds from Additional Paid In Capital 91,467
Increase/(Decrease) in Loans (54,032)
Increase/(Decrease) in Other Payables (31,985)
Increase/(Decrease) in Lease Liability (34,094)
Proceeds from loans and notes 350,000
Net Cash Provided by Financing Activities (10,110) 350,000
Net increase (decrease) in cash and cash equivalents 151,893 (25,737)
Cash and cash equivalents at beginning of the period 35,756 26,942
Cash and cash equivalents at end of the period $ 187,649 $ 1,205
v3.23.3
Organization and Nature of Operations
6 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Nature of Operations

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 Arizona, Colorado, Delaware, Florida, Georgia, Minnesota, Missouri, New York, New Jersey, Nevada, Pennsylvania, Rhode Island, Utah, Washington, Wisconsin. 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.

 

v3.23.3
Summary of Significant Accounting Policies
6 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

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 Curative, and ESF.

 

The Company’s acquisition of RxCompound was consummated on November 8, 2022, along with Peaks Curative; 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.

 

 

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 September 30, 2023, and March 31, 2023, the Company held a cash balance of $187,649 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.

 

 

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 when the Company transfers control of its products to the customer, which typically occurs at a point-in-time, either upon shipment or delivery. Substantially all of the Company’s net revenues relate to products which are transferred to the customer at a point-in-time.

 

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 compounding activities, which consist of the design and development of new products for specific customers, as well as the design and compounding 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.

 

 

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 September 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 $1,600,281. 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 six months ended September 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 six months ended September 30, 2023, shares issuable upon conversion of convertible notes were anti-dilutive. 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 September 30, 2023, the Company recognized goodwill on the acquisition of its wholly owned subsidiaries; RxCompound and Peaks.

 

 

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 September 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 September 30, 2023, and September 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.

 

 

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.

 

 

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.

 

v3.23.3
Going Concern
6 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Going Concern

Note 3 — Going Concern

 

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. On September 30, 2023, the Company had negative working capital, an accumulated deficit of $30,148,111. 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.

 

v3.23.3
Related Party Balances and Transactions
6 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
Related Party Balances and Transactions

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 September 30, 2023, the Company had no related party balances.

 

v3.23.3
Stockholders’ Equity
6 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Stockholders’ Equity

Note 5 — Stockholders’ Equity

 

During the fiscal quarters ended September 30, 2023, and September 30, 2022, the Company issued 0 and 0 restricted common shares - see ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

During the quarter ended September 30, 2023, and 2022, the Company did not issue any unrestricted common shares.

 

v3.23.3
Commitments and Contingencies
6 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

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.

 

 

Employment and Consulting Agreements

 

The Company has entered into amended employment agreements with the current CEO, Giorgio R. Saumat, and President, Mario G. Tabraue. The amended term of the employment agreements will commence October 1, 2023, for a term of twelve months. The Executive compensation is 21% and 10.5% of monthly revenue, respectively. Compensation is payable the first day of the month for the preceding month’s revenue so long as the company increases its cash position quarter over quarter. In the event the Company does not increase its cash position, the arrangement must be renegotiated, and there will be no payment at the beginning of the new quarter. The agreements include a back pay waiver and the Executive must waive all rights to any and all compensation, including back pay, for any and all work done on behalf of the Company prior to September 30, 2023.

 

v3.23.3
Property and Equipment
6 Months Ended
Sep. 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 September 30, 
   September 30, 2023   September 30, 2022 
         
Equipment – cost  $150,082   $- 
Less: Accumulated depreciation   (21,239)   - 
Property and Equipment, Net  $128,843   $- 

 

Depreciation expense for the fiscal quarters ended September 30, 2023, and September 30, 2022, was $53,301 and $0, respectively.

 

During the fiscal quarter ended September 30, 2023, there were no additions to the Property and Equipment.

 

Weighted average remaining term was 4.4 years (approx.) and weighted average discount rate was 7%.

 

v3.23.3
Leases
6 Months Ended
Sep. 30, 2023
Leases  
Leases

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 of 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.

 

 

Supplemental balance sheet information related to leases were as follows:

 Schedule of Supplemental Balance Sheet Related to Leases   

         
   For the Fiscal Quarter Ended September 30, 
   2023   2022 
         
Assets          
Right of use asset, net  $154,365   $- 
           
Operating lease liabilities          
Current   89,440    - 
Non-current   41,396    - 
Total Lease Liabilities  $130,836   $- 

 

The components of lease cost were as follows:

 

         
   For the Fiscal Quarter Ended September 30, 
   2023   2022 
         
Depreciation  $53,301   $- 
Interest on lease obligation   8,247    - 
Total lease cost  $19,997   $- 

 

v3.23.3
Intangible Assets
6 Months Ended
Sep. 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 September 30, 
   2023   2022 
         
Telemedicine Property  $17,806   $- 
Web Properties   19,323    - 
Goodwill – push down approach (A)   138,312    - 
Accumulated Amortization   (43,536)   - 
Net Balance  $131,905   $- 

 

v3.23.3
GOODWILL
6 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL

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 September 30, 
   2023   2022 
RxCompound and Peaks  $2,164,480   $- 
           
Total  $2,164,480   $- 

 

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

 

 

v3.23.3
Accounts Payable and Accrued Expenses
6 Months Ended
Sep. 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:

 Schedule of Accounts Payable and Accrued Expenses 

   For the Fiscal Quarter Ended September 30, 2023 
     
Accounts Payable (A)  $343,556 
Accrued Expenses (B)   33,918 
Accrued settlement (C)   118,000 
Total  $495,474 

 

(A) Accounts Payable

 

As of September 30, 2023, accounts payable included inventory under net 60 terms of $199,300, and other payables of $44,256.

 

(B) Accrued Expenses

 

As of September 30, 2023, accrued expenses included interest payable of $8,958, accrued payroll of $21,084 and other accrued expenses of $3,877.

 

(B) Accrued Settlement

 

Settlement agreement with Rothchild has been fully satisfied with the last payment being made in August 2023. As of September 30, 2023, the company recognized unpaid accrued settlement of $118,000 against the claims of Strongbow Advisors. The remaining balance of $118,000 is inclusive of the pre-payment of $70,000 made in September 2023 as well as a pre-payment discount of $7,000.

 

v3.23.3
Debts
6 Months Ended
Sep. 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 Six Months Ended September 30, 
Name     2023   2022 
            
SBA Loan Payable  (1)  $215,500   $111,752 
Revolving Promissory Note Payable  (2)   160,000    250,000 
Convertible Promissory Note - Strongbow  (3)   118,000    220,000 
Convertible Promissory Note - Issa  (4)   -    50,000 
Convertible Note Payable – Irrevocable Trust  (4)   -    350,000 
Notes payable – related parties  (4)   -    87,058 
Accrued Settlement  (4)   -    829,348 
Equipment Finance  Note-7   105,894    - 
      $599,394   $1,898,158 

 

 

(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 began twelve (12) months after 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, began twelve (12) months after 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.

 

(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 started in September 2023 in the amount of $109,167 with a remaining balance of $160,000 that the company plans to satisfy by early 2024.

 

(3) Convertible Promissory Note – Strongbow:

 

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. In September 2023 the Company made its first two installment payments of $5,000 each along with a pre-payment of $70,000. Under the new payment terms, the Company is entitled to a 10% discount on the outstanding principle. As of September 30, 2023, the remaining balance on this note, net of regularly scheduled payments, pre-payments and pre-payment discounts, was $118,000.

 

(4) Opening Debt Obligations:

 

All other September 30, 2022, debt obligations have been settled through various transactions.

 

Convertible Note Issa issued 2/9/21 for cash received $50,000, face amount $55,000 will accrue at a rate of 10% on a 360-day year. Maturity date is February 15, 2020. This note was subsequently canceled on October 25, 2022, through a settlement agreement.

 

VCAMJI IRREV. TRUST Convertible Note Payable of $350,000 was converted for 13,406,313 shares of common stock in the month of June 2023.

 

Mario Portella Note Payable was settled through the issue of 2,750,000 Common stock on October 25, 2022.

 

Accrued settlement at September 30, 2022, of $829,348 are composed of Cromogen in the amount of $510,886; Fox Rothchild in the amount of 218,462; GHS in the amount of 80,000; and Steven Warm in the amount of $20,000. During October 2022, Mr. Giorgio R. Saumat (“Saumat”) purchased $625,624 of the Company’s debt (“Acquired Debt”) from various of the Company’s existing debt holders. Upon completion of the purchase, Saumat demanded repayment of the Acquired Debt by the Company. On October 24, 2022, the Company and Saumat entered into a settlement agreement whereby the Company agreed to issue 62,562,440 shares of its restricted Common Stock and 1,000,000 shares of its Series B Preferred Stock to Saumat in full satisfaction and the complete cancellation of any and all amounts due and owing under the Acquired Debt.

 

v3.23.3
Subsequent Events
6 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]  
Subsequent Events

Note 13 — Subsequent Events

 

The Company has evaluated subsequent events through November 7, 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 November 7, 2023, the Company’s shareholders elected Yovan Sanchez as the Company’s Director of the Board and Dr. Emiliano Curia as an Independent Director. The newly elected Directors have demonstrated significant achievements in business, education, the professions and/or public service. These individuals possess the requisite intelligence, education, and experience to make a substantial contribution to the deliberations of the Board of Directors. See the related 8-K filing for the in-depth background and accomplishments.

v3.23.3
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Sep. 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 Curative, and ESF.

 

The Company’s acquisition of RxCompound was consummated on November 8, 2022, along with Peaks Curative; 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 September 30, 2023, and March 31, 2023, the Company held a cash balance of $187,649 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 when the Company transfers control of its products to the customer, which typically occurs at a point-in-time, either upon shipment or delivery. Substantially all of the Company’s net revenues relate to products which are transferred to the customer at a point-in-time.

 

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 compounding activities, which consist of the design and development of new products for specific customers, as well as the design and compounding 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 September 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 $1,600,281. 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 six months ended September 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 six months ended September 30, 2023, shares issuable upon conversion of convertible notes were anti-dilutive. 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 September 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 September 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 September 30, 2023, and September 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.

 

v3.23.3
Property and Equipment (Tables)
6 Months Ended
Sep. 30, 2023
Property, Plant and Equipment [Abstract]  
Schedule of Property And Equipment

 Schedule of Property And Equipment

         
   For the Fiscal Quarter Ended September 30, 
   September 30, 2023   September 30, 2022 
         
Equipment – cost  $150,082   $- 
Less: Accumulated depreciation   (21,239)   - 
Property and Equipment, Net  $128,843   $- 
v3.23.3
Leases (Tables)
6 Months Ended
Sep. 30, 2023
Leases  
Schedule of Supplemental Balance Sheet Related to Leases

Supplemental balance sheet information related to leases were as follows:

 Schedule of Supplemental Balance Sheet Related to Leases   

         
   For the Fiscal Quarter Ended September 30, 
   2023   2022 
         
Assets          
Right of use asset, net  $154,365   $- 
           
Operating lease liabilities          
Current   89,440    - 
Non-current   41,396    - 
Total Lease Liabilities  $130,836   $- 
Schedule of Lease Cost

The components of lease cost were as follows:

 

         
   For the Fiscal Quarter Ended September 30, 
   2023   2022 
         
Depreciation  $53,301   $- 
Interest on lease obligation   8,247    - 
Total lease cost  $19,997   $- 
v3.23.3
Intangible Assets (Tables)
6 Months Ended
Sep. 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 September 30, 
   2023   2022 
         
Telemedicine Property  $17,806   $- 
Web Properties   19,323    - 
Goodwill – push down approach (A)   138,312    - 
Accumulated Amortization   (43,536)   - 
Net Balance  $131,905   $- 
v3.23.3
GOODWILL (Tables)
6 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
SCHEDULE OF GOODWILL

 SCHEDULE OF GOODWILL

   For the Fiscal Quarter Ended September 30, 
   2023   2022 
RxCompound and Peaks  $2,164,480   $- 
           
Total  $2,164,480   $- 

 

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

 

 

v3.23.3
Accounts Payable and Accrued Expenses (Tables)
6 Months Ended
Sep. 30, 2023
Payables and Accruals [Abstract]  
Schedule of Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following:

 Schedule of Accounts Payable and Accrued Expenses 

   For the Fiscal Quarter Ended September 30, 2023 
     
Accounts Payable (A)  $343,556 
Accrued Expenses (B)   33,918 
Accrued settlement (C)   118,000 
Total  $495,474 
v3.23.3
Debts (Tables)
6 Months Ended
Sep. 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 Six Months Ended September 30, 
Name     2023   2022 
            
SBA Loan Payable  (1)  $215,500   $111,752 
Revolving Promissory Note Payable  (2)   160,000    250,000 
Convertible Promissory Note - Strongbow  (3)   118,000    220,000 
Convertible Promissory Note - Issa  (4)   -    50,000 
Convertible Note Payable – Irrevocable Trust  (4)   -    350,000 
Notes payable – related parties  (4)   -    87,058 
Accrued Settlement  (4)   -    829,348 
Equipment Finance  Note-7   105,894    - 
      $599,394   $1,898,158 
v3.23.3
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Mar. 31, 2023
Operating Loss Carryforwards [Line Items]      
Cash $ 187,649   $ 35,756
Likelihood income tax percentage 50    
Unrecognized tax benefits $ 0    
Net operating loss carryforwards 1,600,281    
Valuation allowance $ 0 $ 0  
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    
v3.23.3
Going Concern (Details Narrative) - USD ($)
Sep. 30, 2023
Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Accumulated deficit $ 30,148,111 $ 30,502,984
v3.23.3
Stockholders’ Equity (Details Narrative)
3 Months Ended
Sep. 30, 2023
shares
Equity [Abstract]  
Number of shares issued 0
v3.23.3
Commitments and Contingencies (Details Narrative)
Sep. 30, 2023
Minimum [Member]  
Loss Contingencies [Line Items]  
Executive compensation monthly revenue percentage maximum 21.00%
Maximum [Member]  
Loss Contingencies [Line Items]  
Executive compensation monthly revenue percentage maximum 10.50%
v3.23.3
Schedule of Property And Equipment (Details) - USD ($)
Sep. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Property, Plant and Equipment [Line Items]      
Less: Accumulated depreciation $ (21,239)  
Property and Equipment, Net 128,843 $ 143,213
Equipment [Member]      
Property, Plant and Equipment [Line Items]      
Equipment – cost $ 150,082  
v3.23.3
Property and Equipment (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Property, Plant and Equipment [Abstract]      
Depreciation expense $ 53,301 $ 60,679
Weighted average remaining term 4 years 4 months 24 days   4 years 4 months 24 days
Weighted average discount rate 7.00%   7.00%
v3.23.3
Schedule of Supplemental Balance Sheet Related to Leases (Details) - USD ($)
Sep. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Leases      
Right of use asset, net $ 154,365 $ 200,674
Current 89,440 68,188
Non-current 41,396 $ 96,743
Total Lease Liabilities $ 130,836  
v3.23.3
Schedule of Lease Cost (Details) - USD ($)
3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Leases    
Depreciation $ 53,301
Interest on lease obligation 8,247
Total lease cost $ 19,997
v3.23.3
Leases (Details Narrative) - USD ($)
1 Months Ended
Jun. 30, 2022
Sep. 30, 2022
Leases    
Lease payments $ 7,453.37  
Lum sum lease payment $ 40,000  
Lease term   3 years
v3.23.3
Schedule of Intangible Assets (Details) - USD ($)
Sep. 30, 2023
Sep. 30, 2022
Finite-Lived Intangible Assets [Line Items]    
Goodwill – push down approach (A) $ 138,312
Accumulated Amortization (43,536)
Net Balance 131,905
Telemedicine Platform [Member]    
Finite-Lived Intangible Assets [Line Items]    
Goodwill – push down approach (A) 17,806
Web Domain [Member]    
Finite-Lived Intangible Assets [Line Items]    
Goodwill – push down approach (A) $ 19,323
v3.23.3
SCHEDULE OF GOODWILL (Details) - USD ($)
Sep. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Goodwill $ 2,164,480 $ 2,267,023
Rx Compound Storecom LLC and Peaks Curative LLC [Member]      
Goodwill $ 2,164,480  
v3.23.3
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%
v3.23.3
Schedule of Accounts Payable and Accrued Expenses (Details)
Sep. 30, 2023
USD ($)
Payables and Accruals [Abstract]  
Accounts Payable (A) $ 343,556
Accrued Expenses (B) 33,918
Accrued settlement (C) 118,000
Total $ 495,474
v3.23.3
Accounts Payable and Accrued Expenses (Details Narrative)
6 Months Ended
Sep. 30, 2023
USD ($)
Long-Term Purchase Commitment [Line Items]  
Accounts payable $ 343,556
Other notes payable 44,256
Interest payable 8,958
Accrued payroll 21,084
Other expenses 3,877
Unpaid accrued settlement 118,000
Payments for deposits 118,000
Prepayment discounts 70,000
Debt instrument periodic payment 7,000
Strongbow Advisors [Member]  
Long-Term Purchase Commitment [Line Items]  
Unpaid accrued settlement 118,000
Inventories [Member]  
Long-Term Purchase Commitment [Line Items]  
Accounts payable $ 199,300
v3.23.3
Schedule of Notes and Loans Payable (Details) - USD ($)
Sep. 30, 2023
Sep. 30, 2022
Aug. 31, 2021
Apr. 01, 2021
Jul. 27, 2020
Short-Term Debt [Line Items]          
Total debt $ 599,394 $ 1,898,158      
SBA Loan Payable [Member]          
Short-Term Debt [Line Items]          
Total debt 215,500 111,752   $ 108,700 $ 106,800
Revolving Promissory Note Payable [Member]          
Short-Term Debt [Line Items]          
Total debt 160,000 250,000 $ 250,000    
Convertible Promissory Note Strongbow [Member]          
Short-Term Debt [Line Items]          
Total debt 118,000 220,000      
Convertible Promissory Note Issa [Member]          
Short-Term Debt [Line Items]          
Total debt 50,000      
Convertible Note Payable Irrevocable Trust [Member]          
Short-Term Debt [Line Items]          
Total debt 350,000      
Promissory Note Payable Two [Member]          
Short-Term Debt [Line Items]          
Total debt 87,058      
Accrued Settlement [Member]          
Short-Term Debt [Line Items]          
Total debt 829,348      
Equipment Finance [Member]          
Short-Term Debt [Line Items]          
Total debt $ 105,894      
v3.23.3
Debts (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Sep. 01, 2023
May 29, 2023
Oct. 25, 2022
Oct. 24, 2022
Jun. 30, 2022
Apr. 01, 2022
Jan. 28, 2022
Apr. 01, 2021
Jul. 27, 2020
Sep. 30, 2023
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Aug. 31, 2021
Short-Term Debt [Line Items]                              
Long term debt                   $ 599,394 $ 599,394     $ 1,898,158  
Debt instrument periodic payment                     $ 7,000        
Debt Instrument, Maturity Date, Description   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                          
Number of restricted                   0          
Common stock shares issued                   314,881,821 314,881,821   282,611,083    
Series B Preferred Stock [Member]                              
Short-Term Debt [Line Items]                              
Number of restricted       62,562,440                      
Common stock shares issued       1,000,000                      
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]                              
Face amount         $ 55,000                    
Cash received         $ 50,000                    
Face amount         10.00%                    
Common Stock [Member] | VCAMJIIRREV Trust [Member]                              
Short-Term Debt [Line Items]                              
Convertible note payable                       $ 350,000      
Issuance of common stock                       13,406,313      
Common Stock [Member] | Mario Portella [Member]                              
Short-Term Debt [Line Items]                              
Issuance of Note payable     2,750,000                        
SBA Loan Payable [Member]                              
Short-Term Debt [Line Items]                              
Long term debt               $ 108,700 $ 106,800 $ 215,500 $ 215,500     111,752  
Interest rate               3.75% 3.75%            
Debt instrument periodic payment               $ 530.00 $ 521.00            
Revolving Promissory Note Payable [Member]                              
Short-Term Debt [Line Items]                              
Long term debt                   160,000 160,000     250,000 $ 250,000
Interest rate                             5.00%
Debt instrument periodic payment           $ 200,000 $ 50,000                
Short term borrowings                   109,167 109,167        
Installment payment           $ 160,000                  
Convertible Promissory Note [Member]                              
Short-Term Debt [Line Items]                              
Debt instrument periodic payment $ 5,000                            
Face amount   $ 220,000                          
Payments of debt issuance cost   $ 15,000                          
Debt instrument pre-payment of discounts $ 70,000                            
Debt instrument increase and decrease 10.00%                            
Debt instrument prepayment discount $ 118,000                            
Accrued Settlement [Member]                              
Short-Term Debt [Line Items]                              
Long term debt                       829,348  
Cromogen [Member]                              
Short-Term Debt [Line Items]                              
Long term debt                           510,886  
Fox Rothchild [Member]                              
Short-Term Debt [Line Items]                              
Long term debt                           218,462  
GHS [Member]                              
Short-Term Debt [Line Items]                              
Long term debt                           80,000  
Steven Warm [Member]                              
Short-Term Debt [Line Items]                              
Long term debt                           20,000  
Acquired debt [Member] | Saumat [Member]                              
Short-Term Debt [Line Items]                              
Long term debt                           $ 625,624  

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