UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2022
| ☐ | ||
| TRANSITION REPORT | ||
Commission File Number: 333-179280
EARTH SCIENCE TECH, INC.
(Exact Namename of Registrantregistrant as Specifiedspecified in its Charter)
| 80-0931484 | ||
(State or of | (I.R.S. Employer Identification No.) |
10650 NW 29th Terrace Doral, FL33172 (Address of principal executive offices) (zip code) (786)375-7281 ( |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
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 X ☒ No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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. files). Yes X ☒ No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“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 X
As of August 15, 2022, there were shares outstanding of each of the issuer’s classes ofregistrant’s common stock as of the latest practicable date:outstanding.
| |
TABLE OF CONTENTS
| PART I. FINANCIAL INFORMATION | ||
| ITEM 1. | Financial Statements (Unaudited) | F-1 |
| Balance Sheets as of June | F-1 | |
| Statements of Operations for the Three Months Ended June 30, 2022 and 2021 | ||
| Statements of Changes in Shareholders Equity the Three Months Ended June 30, 2022 | F-3 | |
| F-4 | ||
| Notes for the Financial Statements | F-5-F-15 | |
| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of | |
| Quantitative and Qualitative Disclosures | ||
| Controls and | ||
| PART | ||
| 11 | ||
| Risk Factors | 13 | |
| ITEM 2. | Unregistered Sales of Equity Securities and Use of | |
| Defaults Upon Senior Securities | ||
| Mine Safety | ||
| Other | ||
| 14 | ||
| 2 | |
December 31 2015 | March 31, 2015 | |||||||
| Current Assets: | (Unaudited) | |||||||
| Cash | $ | 123,811 | $ | 324,378 | ||||
| Prepaid expenses | ‐ | 101,619 | ||||||
| Inventory | 165,770 | 235,588 | ||||||
| Total current assets | 289,581 | 661,585 | ||||||
| Property and equipment , net | 71,290 | 65,854 | ||||||
| Other Assets: | ||||||||
| Patent, net | 27,556 | 29,078 | ||||||
| Deposits | 21,698 | 17,211 | ||||||
| Total other assets | 49,254 | 46,289 | ||||||
| Total Assets | $ | 410,125 | $ | 773,728 | ||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)/EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | 208,817 | $ | 88,655 | ||||
| Notes payable ‐ related parties | 59,558 | 59,558 | ||||||
| Accrued settlement | 236,250 | ‐ | ||||||
| Total liabilities | 504,625 | 148,213 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders’ (Deficit)/Equity: | ||||||||
| Convertible preferred stock with liquidation preferencce, par value of $0.001 per share, 10,000,000 shares authorized; 5,200,000 shares issued and outstanding | 5,200 | 5,200 | ||||||
| Common stock, par value $0.001 per share, 75,000,000 shares authorized; 39,570,662 and 38,229,829 shares issued and outstanding as of December 31, 2015 and March 31, 2015 respectively | 39,571 | 38,230 | ||||||
| Additional paid‐in capital | 22,388,272 | 21,998,214 | ||||||
| Accumulated deficit | (22,527,543 | ) | (21,416,129 | ) | ||||
| Total stockholders’ (Deficit)/Equity | (94,500 | ) | 625,515 | |||||
| Total Liabilities and Stockholders'(Deficit)/Equity | $ | 410,125 | $ | 773,728 | ||||
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS OF OPERATIONS
For the Three Months Ended December 31, | For the Nine Months Ended December 31, | |||||||||||||||
| 2015 | 2014 | 2015 | 2014 | |||||||||||||
| Revenue | $ | 173,995 | $ | 14,251 | $ | 371,046 | $ | 20,851 | ||||||||
| Cost of revenues | 96,453 | 15,416 | 288,372 | 19,998 | ||||||||||||
| Gross Profit (loss) | 77,542 | (1,165 | ) | 82,674 | 853 | |||||||||||
| Operating Expenses: | ||||||||||||||||
| Marketing | (17,045 | ) | 115,402 | 48,975 | 293,157 | |||||||||||
| Compensation ‐ officers | 67,000 | 231,000 | 112,542 | 356,000 | ||||||||||||
| General and administrative | 145,407 | (26,165 | ) | 415,777 | 78,456 | |||||||||||
| Professional fees | 11,350 | 198,971 | 221,027 | 241,348 | ||||||||||||
| Consulting Fees‐related party | ‐ | 7,072,000 | ‐ | 7,072,000 | ||||||||||||
| Cost of legal proceedings | 137,227 | ‐ | 392,227 | ‐ | ||||||||||||
| Research and development | ‐ | 2,681 | ‐ | 14,833 | ||||||||||||
| Total operating expenses | 343,939 | 7,593,889 | 1,190,548 | 8,055,794 | ||||||||||||
| Loss from Operations | (266,397 | ) | (7,595,054 | ) | (1,107,874 | ) | (8,054,941 | ) | ||||||||
| Other Income (Expenses) | ||||||||||||||||
| Interest expense | (1,190 | ) | (3,443 | ) | (3,572 | ) | (3,443 | ) | ||||||||
| Interest income | ‐ | 45 | 32 | 110 | ||||||||||||
| Total other income (expenses) | (1,190 | ) | (3,398 | ) | (3,540 | ) | (3,333 | ) | ||||||||
| Net loss before income taxes | (267,587 | ) | (7,598,452 | ) | (1,111,414 | ) | (8,058,274 | ) | ||||||||
| Income taxes | ‐ | ‐ | ‐ | ‐ | ||||||||||||
| Net loss | $ | (267,587 | ) | $ | (7,598,452 | ) | $ | (1,111,414 | ) | $ | (8,058,274 | ) | ||||
| Loss per common share: | ||||||||||||||||
| Loss per common share ‐ Basic and Diluted | $ | (0.01 | ) | $ | (0.20 | ) | $ | (0.03 | ) | $ | (0.22 | ) | ||||
| Weighted Average Common Shares Outstanding: | ||||||||||||||||
| Basic and Diluted | 38,924,418 | 37,625,461 | 38,548,246 | 37,351,215 | ||||||||||||
For the Nine Months Ended December 31, | ||||||||
| 2015 | 2014 | |||||||
| Cash Flow From Operating Activities: | ||||||||
| Net loss | $ | (1,111,414 | ) | $ | (8,058,274 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock‐based compensation | 161,650 | 7,860,051 | ||||||
| Depreciation and amortization | 9,225 | ‐ | ||||||
| Inventory impairment | 78,146 | ‐ | ||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) Decrease in deposits | (4,487 | ) | 111,589 | |||||
| Decrease in prepaid expenses | 58,494 | ‐ | ||||||
| Increase in inventory | (8,328 | ) | (197,828 | ) | ||||
| Increase in accounts payable and accrued liabilities | 120,163 | 25,616 | ||||||
| Increase in accrued settlement | 236,250 | ‐ | ||||||
| Net Cash Used in Operating Activities | (460,301 | ) | (258,846 | ) | ||||
| Investing Activities: | ||||||||
| Purchases of property and equipment | (13,140 | ) | (53,783 | ) | ||||
| Intangible asset purchases | ‐ | (25,000 | ) | |||||
| Net Cash Used in Investing Activities | (13,140 | ) | (78,783 | ) | ||||
| Financing Activities: | ||||||||
| Proceeds from issuance of common stock | 272,874 | 299,000 | ||||||
| Proceeds from notes payable‐related party | ‐ | 20,953 | ||||||
| Repayments of advances from related party | ‐ | (166,511 | ) | |||||
| Net Cash Provided by Financing Activities | 272,874 | 153,442 | ||||||
| Net Decrease in Cash | (200,567 | ) | (184,187 | ) | ||||
| Cash ‐ Beginning of Period | 324,378 | 376,704 | ||||||
| Cash ‐ End of Period | $ | 123,811 | $ | 192,517 | ||||
| Supplement Disclosure of Non Cash Investing and Financing Activities: | ||||||||
| Reversal of prepaid expenses and additional paid in capital due to re-measurement of shares issued for web marketing services | $ | 43,125 | $ | - | ||||
Earth Science Tech, Inc. ("ETST"& Subsidiaries
Consolidated Balance Sheets
| June 30 | March 31, | |||||||
| 2022 | 2022 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | 20,323 | $ | 26,942 | ||||
| Accounts Receivable(net allowance of $0 and $101,404 respectively ) | $ | — | $ | — | ||||
| Prepaid expenses and other current assets | — | — | ||||||
| Inventory | — | — | ||||||
| Total current assets | 20,323 | 26,942 | ||||||
| Other Assets: | ||||||||
| Due from RxCompound | 250,000 | 25,000 | ||||||
| Prepaid Acquisition Costs | 50,000 | 25,000 | ||||||
| Total other assets | 300,000 | 50,000 | ||||||
| Total Assets | $ | 320,323 | $ | 76,942 | ||||
| LIABILITIES AND STOCKHOLDERS’S EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | 185,912 | $ | 202,270 | ||||
| PPP Loan | $ | — | 31,750 | |||||
| Accrued Settlement-Fox Rothchild | $ | 235,000 | 31,750 | |||||
| Accrued Settlement-GHS | $ | 85,000 | 31,750 | |||||
| Accrued Settlement-Steven Warm | $ | 20,000 | — | |||||
| Accrued Settlement | ||||||||
| Accrued Receiver Fees-William Leonard | $ | 60,309 | — | |||||
| Convertible Promissory Note-Strongbow Advisors | $ | 220,000 | — | |||||
| Convertible Note 1-VCMAJI Irrevocable Trust | $ | 150,000 | — | |||||
| Issa Loan Advance | $ | 50,000 | 50,000 | |||||
| Issa Revolving Note | $ | 250,000 | 50,000 | |||||
| SBA EDIL Loan | $ | 104,519 | 106,800 | |||||
| Accrued expenses | $ | 174,227 | $ | 311,610 | ||||
| Accrued settlement | 540,886 | 584,886 | ||||||
| Interest Payable-Conv Notes-GHS | — | 83,475 | ||||||
| Interest Payable-Promissory Note-GHS | — | 14,429 | ||||||
| Convertible Notes -GHS | — | 326,838 | ||||||
| Convertible Note | ||||||||
| Promissory Note-GHS | — | 30,000 | ||||||
| SBA Payable | 6,252 | |||||||
| Notes payable - related party | 59,558 | 59,558 | ||||||
| Due to RX Compound | 110,363 | 1,895 | ||||||
| Note Payable-Mario Portella | 27,500 | 27,500 | ||||||
| Interest Payable-Portella Note | 892 | 344 | ||||||
| Interest Payable | ||||||||
| Notes payable - related party | 59,558 | 59,558 | ||||||
| Total current liabilities | 2,280,418 | 1,882,355 | ||||||
| Commitments and contingencies | - | |||||||
| Stockholders’ (Deficit) Equity: | ||||||||
| Common stock, par value $ per share, shares authorized; and shares issued and outstanding as of June 30, 2022 and March 31, 2022 respectively | 53,353 | 50,853 | ||||||
| Additional paid-in capital | 28,264,452 | 28,264,452 | ||||||
| Accumulated deficit | (30,278,400 | ) | (30,123,718 | ) | ||||
| Total stockholders’ (Deficit)Equity | (1,960,095 | ) | (1,805,413 | ) | ||||
| Total Liabilities and Stockholders’ (Deficit) Equity | $ | 320,323 | $ | 76,942 | ||||
| F-1 |
Earth Science Tech, Inc. & Subsidiaries
Consolidated Statements of Operations
| For the three | For the three | |||||||
| Months Ended | Months Ended | |||||||
| June 30, 2022 | June 30, 2021 | |||||||
| Revenue | $ | — | $ | 7,490 | ||||
| Cost of revenues | — | 3,745 | ||||||
| Gross Profit | — | 3,745 | ||||||
| Operating Expenses: | ||||||||
| Compensation - officers | 31,250 | 5,712 | ||||||
| General and administrative | 142,997 | 7,196 | ||||||
| Professional fees | 5,200 | 900 | ||||||
| Loss on disposal of assets | — | 1,712 | ||||||
| Bad Debt Expense | — | — | ||||||
| Litigation Expense | 512,725 | — | ||||||
| Cost of legal proceedings | — | (233 | ) | |||||
| Total operating expenses | 692,172 | 15,287 | ||||||
| Loss from operations | (692,172 | ) | (11,542 | ) | ||||
| Other Income (Expenses) | ||||||||
| Other Income | 547,608 | 294 | ||||||
| Interest expense | (5,598 | ) | (1,191 | ) | ||||
| Interest Expense-Convertible Notes GHS | — | (875 | ) | |||||
| Interest Expense-Promissory Note-GHS | — | (1,346 | ) | |||||
| Portela Interest | (549 | ) | — | |||||
| Interest expense | ||||||||
| Int Exp-SBA Loan | (3,971 | ) | — | |||||
| Total other income (expenses) | 537,490 | (10,868 | ) | |||||
| Net Profit/(Loss) before income taxes | (154,682 | ) | (22,410 | ) | ||||
| Income taxes | — | — | ||||||
| Net Profit/(Loss) | $ | (154,682 | ) | $ | (22,410 | ) | ||
| F-2 |
Earth Science Tech, Inc. & Subsidiaries
Consolidated Statements of Stockholders’ (Deficit) Equity
For Three Months Ended June 30, 2022 and 2021
| Common Stock | Preferred Stock | Additional Paid-in | Accumalated | |||||||||||||||||||||||||
| Description | Shares | Amount | Shares | Amount | Capital | Deficit | Total | |||||||||||||||||||||
| Balance March 31, 2021 | 50,551,966 | $ | 50,553 | $ | — | — | $ | 28,219,577 | $ | (33,296,978 | ) | (5,026,848 | ) | |||||||||||||||
| Common stock issued for cash | — | — | — | — | — | — | — | |||||||||||||||||||||
| Common stock issued for services | — | — | — | — | — | — | — | |||||||||||||||||||||
| Common stock issued for officer compensation | — | — | — | — | — | — | — | |||||||||||||||||||||
| Common stock issued for Conversion on Note | 2,300,000 | 2,300 | 25,875 | 28,175 | ||||||||||||||||||||||||
| Net Profit/(Loss) | (22,410 | ) | (22,410 | ) | ||||||||||||||||||||||||
| Balance June 30, 2021 | 52,851,966 | $ | 52,853 | $ | — | — | $ | 28,245,452 | $ | (33,319,388 | ) | (5,021,083 | ) | |||||||||||||||
| Common stock issued for cash | — | — | — | — | — | — | — | |||||||||||||||||||||
| Common stock issued for services | — | — | — | — | — | — | — | |||||||||||||||||||||
| Common stock issued for employee compensation | — | — | — | — | — | — | — | |||||||||||||||||||||
| Common stock issued for Conversion on Note | — | — | — | — | — | — | — | |||||||||||||||||||||
| Net Profit/(Loss) | 3,341,399 | 3,341,399 | ||||||||||||||||||||||||||
| Balance September 30, 2021 | 52,851,966 | $ | 52,853 | $ | — | — | $ | 28,245,452 | $ | (29,977,989 | ) | (1,679,684 | ) | |||||||||||||||
| Common stock issued for cash | 500,000 | 500 | — | — | 9,500 | — | 10,000 | |||||||||||||||||||||
| Common stock issued for services | — | — | — | — | — | — | — | |||||||||||||||||||||
| Common stock issued for officer compensation | — | — | — | — | — | — | — | |||||||||||||||||||||
| Common stock issued for Conversion on Note | - | |||||||||||||||||||||||||||
| Net Profit/(Loss) | (115,048 | ) | (115,048 | ) | ||||||||||||||||||||||||
| Balance December 31, 2021 | 53,351,966 | $ | 53,353 | $ | — | — | $ | 28,254,952 | $ | (30,093,037 | ) | (1,748,732 | ) | |||||||||||||||
| Common stock issued for cash | 500,000 | 500 | — | — | 9,500 | — | 10,000 | |||||||||||||||||||||
| Common stock issued for services | — | — | — | — | — | — | — | |||||||||||||||||||||
| Common stock issued for officer compensation | — | — | — | — | — | — | — | |||||||||||||||||||||
| Common stock issued for Conversion on Note | — | — | — | — | — | — | — | |||||||||||||||||||||
| Net Profit/(Loss) | (30,681 | ) | (30,681 | ) | ||||||||||||||||||||||||
| Balance March 31, 2022 | 53,851,966 | $ | 53,853 | $ | — | — | $ | 28,264,452 | $ | (30,123,718 | ) | (1,805,413 | ) | |||||||||||||||
| Common stock issued for cash | — | — | — | — | — | — | — | |||||||||||||||||||||
| Common stock issued for services | — | — | — | — | — | — | — | |||||||||||||||||||||
| Common stock issued for officer compensation | — | — | — | — | — | — | — | |||||||||||||||||||||
| Common stock issued for Conversion on Note | — | — | — | — | — | — | — | |||||||||||||||||||||
| Net Profit/(Loss) | (154,682 | ) | (154,682 | ) | ||||||||||||||||||||||||
| Balance June 30, 2022 | 53,851,966 | $ | 53,853 | $ | — | — | $ | 28,264,452 | $ | (30,278,400 | ) | (1,960,095 | ) | |||||||||||||||
| F-3 |
Earth Science Tech, Inc. & Subsidiaries
Consolidated Statements of Cash Flows
| For the Three | For the Three | |||||||
| Months Ended | Months Ended | |||||||
| June 30, 2022 | June 30, 2021 | |||||||
| Cash Flow From Operating Activities: | ||||||||
| Net Profit/(Loss) | (154,682 | ) | (22,410 | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Increase/Decrease in prepaid expenses and other current assets | (250,000 | ) | 13,817 | |||||
| Increase in accrued settlement | 295,000 | — | ||||||
| Decrease/Increase in inventory | — | 3,745 | ||||||
| Decrease in accounts payable | (46,937 | ) | (31,331 | ) | ||||
| Net Cash Used in Operating Activities | (156,619 | ) | (36,179 | ) | ||||
| Investing Activities: | ||||||||
| Purchases of property and equipment | — | 1,712 | ||||||
| Net Cash Used in Investing Activities | — | 1,712 | ||||||
| Financing Activities: | ||||||||
| Proceeds from issuance of common stock | — | 28,175 | ||||||
| Proceeds from notes payable- related party | — | — | ||||||
| Proceeds from Convertible Notes | 150,000 | — | ||||||
| Intrinsic value of Conv Notes-Addtl Paid-in-Capital | — | — | ||||||
| Net Cash Provided by Financing Activities | 150,000 | 28,175 | ||||||
| Net Decrease in Cash | (6,619 | ) | (6,292 | ) | ||||
| Cash - Beginning of period | 26,942 | 16,161 | ||||||
| Cash - End of period | 20,323 | 9,869 | ||||||
| F-4 |
EARTH SCIENCE TECH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2022
(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. ETST2010 subsequently changed to the State of Florida on June 27, 2022. As of November 3, 2021 the Company entered into an agreement that is currently pending to acquire RxCompoundStore.com, LLC and Peaks Curative, LLC through the purchase of 100% of the outstanding equity securities both entities. Under the terms of the transaction, the Seller agreed to exchange one Hundred (100) RxCompound Units and One Hundred (100) Peaks Units in exchange for shares of the Company’s common stock together with $300,000 in cash. The transaction is structured in a way that allows the Buyer to raise the $300,000 cash component of the purchase price over time as it seeks and received additional funding. The cash component is managed separately, and under the terms of the Agreement, $ of every $ raised by the Company shall be held in escrow until the full $300,000 can be paid in full (unless the Seller waives and postpones the right to immediate payment as the Company is raising capital) at which time the parties will officially close the acquisition. The Company has until 12/31/2022 to raise the funds required to close the transaction. In addition to the Buyer’s payment of $300,000 as a condition to Closing, the Seller has its own deliverables that are conditions to Closing. For example, the Seller is required to deliver an audit that will allow the Company to prepare and file a current report on Form 8-K. The Company has since been positioning itself for its new direction.
(“RXC”) is a unique biotechnology companycompounding pharmacy licensed in the States of New York and Florida and registered with the Drug Enforcement Agency (“DEA”) to sell Schedules II and III controlled medications. RXC has focused on cutting edge nutraceuticals and bioceuticals designed to excel in industriesmen’s health, specifically medical products directed at treating erectile dysfunction (“ED”) such as health, wellness, nutrition, supplement, cosmeticTadalafil, and alternative medicineSildenafil Citrate (generic names for Cialis and Viagra, respectively) and others, compounded into capsules, tablets. Its flagship product(s) are based on a proprietary formulation for men’s ED medications in the form of gummies. Currently RXC is not certified for and does not have sterile facilities that would allow it to improve illnessesoffer medications that can be injected such as testosterone, HCG, TriMix or peptides. However, it had already planned on becoming a sterile compounding pharmacy and was working toward it when the Company entered into the definitive agreement to acquire RXC and PCL. The timing was ideal because management believes the Company was able to acquire RXC for significantly less than it would have been valued at if it already had a sterile certified facility built and in operation. However, RXC is close to that point and having the plan and path established and ready to implement, the time required to build and have the sterile facility certified will be substantially shorter than it would have been when RXC first began exploring the various requirements. RXC will work with Peaks Curative, LLC. to fill prescriptions for the customers that Peaks refers. RXC will be able to expand by seeking licenses as a pharmacy in additional states and plans to work with Peaks in determining which states represent the opportunities and in order of priority.
Peaks Curative, LLC. (“PCL”) was established as a marketing company initially to market men’s ED products directly to potential patients, however the Company plans to expand the products offered to include those that RXC can prepare and sell. PCL is what is known as a “telemedicine referral site” facilitating asynchronous consultations for branded compound medications prepared at RXC. For Example, men that respond to ads for ED gummies are referred to licensed medical professionals who determine eligibility by questionnaires completed by the prospective patient. With the answers provided, the doctor determines if the prospective patient can safely take the medication and meet that he meets the requirements. Having determined that he meets the requirements and can safely use the medication, the doctor will then send in a prescription to RXC, who, in turn will fill and send the gummies or other medication to the customer/patient. Since RXC is only licensed in Florida and New York, PCL will not target its marketing efforts in other states unless it establishes a referring relationship with pharmacies in other states where RXC does not intend to seek licensure as a compounding pharmacy. As RXC expands the products it wants to focus on, PCL will develop campaigns to drive sales for those products.
| F-5 |
Shortly after entering into the purchase agreement with RxCompoundstore.com and Peaks Curative, the Company shifted from formulating and selling CBD products to formulating pharmaceutical products and topicals for sale through its accounts and the qualitytelemedicine platform of life for consumers worldwide.Peaks Curative. The Company sellsanticipates launching Peaks Curative by the period ending June 30, 2022. The Company will design and produce enhanced pharmaceutical compounded products through RxCompoundStore.com, LLC to distribute through its physician ordered accounts, along with generic erectile dysfunction and other sexual health prescription items through Peaks Curative. The Company intends to create and provide high quality prescription products for its physician accounts, while offering unique ED and sexual enhancement products through its retail store located in Coral Gables Floridatelemedicine platform.
The Company plans to offer a wide selection of health and nutrition products online and through clinics and pharmacies. In particular, the internet.Company intends to continue with its plans to move its compounding pharmacy to a larger facility thereby positioning itself to maximize efficiencies once the telemedicine platform is launched. In addition to the larger facility, the Company plans to build a sterile facility so that injectable products may be compounded and sold. Our current product selection includes many high-quality ingredients to formulate and fulfill prescriptions when ordered, and includes its proprietary Tadalafil Gummies.
Earth Science Foundation (“ESF”) is a favored entity of ETST, effectively being a non-profit organization on February 11, 2019 and is currently focused on delivering nutritionalstructured to accept grants and dietary supplements that help with treating symptoms such as: chronic pain, joint pain, inflammation, seizures, high blood pressure, memory loss, depression, weight management, nausea and aging. This may include products such as vitamins, minerals, herbs, botanicals, personal care products, homeopathies, functional foods, and other products. These products will bedonations to those in various formulations and delivery forms including capsules, tablets, soft gels, chewables, liquids, creams, sprays, powders, and whole herbs.
Note 2 — Summary of Significant Accounting Policies
Basis of presentation
The Company’s accounting policies used in the presentation of the accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company, Nutrition Empire Inc. and Earth Science Tech Vapor One, Inc. (the "Company") as of December 31, 2015.
Principles of consolidation
The accompanying consolidated financial statements should be read in conjunction with the Company's audited financial statements for the year ended March 31, 2015 contained in the Company's Annual Report. on Form 10-K/A filed with the SEC on May 10, 2016. The results of operations for the nine months ended December 31, 2015, are not necessarily indicative of results to be expected for any other interim period or the fiscal year ended March 31, 2016.
Earth Science Tech Vapor One, Inc.,Foundation (“ESF”) is a licensefavored entity of ETST, effectively being a non-profit organization on February 11, 2019 and distribution company allowing us entry in the maturing marketplace of the vaping industry. Our licensing relationship gives us the market mobility, allowing usis structured to capture the emerging market offering our Cannabidiol oil to our retail partners as demand emerges.
All intercompany balances and transactions have been eliminated on consolidation.
Use of estimates and assumptions
The preparation of the condensed 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 periods.
The Company'sCompany’s significant estimates and assumptions include the fair value of financial instruments; the accrual of the legal settlement, the carrying value recoverability and impairment, if any, of long-lived assets, including the estimated useful lives of fixed assets; the valuation allowance of deferred tax assets; stock basedstock-based compensation, the valuation of the inventory reserves and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.
Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
| F-6 |
Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.
Carrying value, recoverability and impairment of long-lived assets
Company follows Financial Accounting Standards Board ("FASB"(“FASB”) Accounting Standards Codification (“ASC’) 360 to evaluate its long-lived assets. The Company'sCompany’s long-lived assets, which include property and equipment and a patent are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
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'sasset’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'sCompany’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company'sCompany’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company'sCompany’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.
On June 4, 2019 the Company has not experienced impairment lossesdiscontinued its patents based upon the advice of IP counsel. IP counsel indicated that only one patent application had a reasonable chance of being granted and based upon this advice the Company determined that it would discontinue this approach of using the patent process to protect product formulations in general and rather, revert to proprietary formulae and trade secrets to protect its intellectual property (unless it was clear from the beginning of the process that the formula was patentable. As a result, on June 4, 2019, the company wrote down or otherwise impaired approximately $27,000 in legal fees that had previously been attributed to its long-lived assets.
Cash and cash equivalents
The Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents.
Related parties
The Company follows ASC 850 for the identification of related parties and disclosure of related party transactions.
| F-7 |
Pursuant to this ASC related parties include a) affiliates of the Company; 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'sCompany’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'sCompany’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'sCompany’s business, financial position, and results of operations or cash flows.
Revenue recognition
The Company follows and implemented ASC 605606, Revenue from Contracts with Customers for revenue recognition. Although the new revenue standard is expected to have an immaterial effect, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them. These included the development of new policies based on the five-step model provided in the new revenue standard, ongoing contract review requirements, and gathering of information provided for disclosures.
The Company recognizes revenue from product sales or services rendered when it is realizedcontrol of the promised goods are transferred to our clients in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or realizable and earned. as the Company satisfies a performance obligation.
Inventories
The Company considers revenue realized or realizable and earned when all ofcurrently does not hold any inventories as it works on closing its pending acquisitions, once closed the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the servicesCompany will have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
Cost of Sales
Components of costs of sales will include product costs, shipping costs to customers and any inventory adjustments.adjustments once its pending acquisition is closed, (See Note 1. Organization and Nature of Operations)
| F-8 |
Shipping and Handling Costs
The Company includeswill include shipping and handling fees billed to customers as revenues and shipping and handling costs for shipments to customers as cost of revenues.
Research and development
Research and development costs are expensed as incurred. The Company’s research and development expenses relate to its engineering activities, which consist of the design and development of new products for specific customers, as well as the design and engineering of new or redesigned products for the industry in general.
Income taxes
The Company follows ASC 740 in accounting for income taxes. Deferred tax assets and liabilities are determined based on the estimated future tax effects of net operating loss carryforwardscarry forwards and temporary differences between the tax bases of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records a valuation allowance for its deferred tax assets when management concludes that it is not more likely than not that suchthose assets will be recognized.
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 December 31, 2015 and March 31, 2015,2021, the Company has not0t recorded any unrecognized tax benefits.
Interest and penalties related to liabilities for uncertain tax positions will be charged to interest and operating expenses, 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 subsequent to the ownership change.
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 calculations are 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.
As of December 31, 2015 and March 31, 2015,2021 the Company has 333,332no warrants that are anti-dilutive and not included in the calculation of diluted loss per share.
| F-9 |
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"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.
The Company follows ASC 718 in accounting for its stock basedstock-based compensation to employees. ThisThese standard states that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. The Company values stock basedstock-based compensation at the market price of the Company’s common stock as of the date in which the obligation for payment of service is incurred.
Company accounts for transactions in which service are received from non-employees in exchange for equity instruments based on the fair value of the equity instrument exchanged in accordance with ASC 505-50.
Property and equipment
Property and equipment isare recorded at cost net of accumulated depreciation. Depreciation is computed using the straight-line method based upon the estimated useful lives of the respective assets as follows:
Schedule of Property Plant and Equipment
| Leasehold improvements | Shorter of useful life or term of lease | |
| Signage | 5 years | |
| Furniture and equipment | 5 years | |
| Computer equipment | 5 years |
The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from accounts and any resulting gains or losses are included in operations.
Recently issued accounting pronouncements
In June 2014, FASBAugust 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU"(“ASU”) No. 2014-09, "Revenue from Contracts with Customers". The update gives entities a single comprehensive model to use in reporting information about the amount2016-15, Classification of Certain Cash Receipts and timing of revenue resulting from contracts to provide goods or services to customers. The proposed ASU, which would apply to any entity that enters into contracts to provide goods or services, would supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. Additionally, the update would supersede some cost guidance included in Subtopic 605-35, Revenue Recognition — Construction-Type and Production-Type Contracts. The update removes inconsistencies and weaknesses in revenue requirements and provides a more robust framework for addressing revenue issues and more useful information to users of financial statements through improved disclosure requirements. In addition, the update improves comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets and simplifies the preparation of financial statements by reducing the number of requirements to which an entity must refer. The update was originally effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. In August 2015, FASB issued ASU No.2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” which deferred the effective date ASU No. 2014-09 by one year to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.
In February 2016, includingthe FASB issued Accounting Standards Update No. 2016-02, Leases. This ASU requires lessees to recognize most leases on their balance sheets related to the rights and obligations created by those leases. The ASU also requires additional qualitative and quantitative disclosures related to the nature, timing and uncertainty of cash flows arising from leases. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this new standard will have on its consolidated financial statements.
In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation – Stock Compensation. The new standard modified several aspects of the accounting and reporting for employee share- based payments and related tax accounting impacts, including the presentation in the statements of operations and cash flows of certain tax benefits or deficiencies and employee tax withholdings, as well as the accounting for award forfeitures over the vesting period. The new standard was effective for the Company on April 1, 2017. The Company does not believe that the adoption of this new standard will have a material effect on its consolidated financial statements.
| F-10 |
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. This guidance will supersede Topic 605, Revenue Recognition, in addition to other industry-specific guidance, once effective. The new standard requires a company to recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, as a revision to ASU 2014-09, which revised the effective date to fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted but not prior to periods beginning after December 15, 2016 (i.e., the original adoption date per ASU 2014-09). In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations, which clarifies certain aspects of the principal- versus-agent guidance, including how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements, such as service transactions. The amendments also reframe the indicators to focus on evidence that an entity is acting as a principal rather than as an agent. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing, which clarifies how an entity should evaluate the nature of its promise in this ASU should be applied prospectively with earlier application permitted asgranting a license of intellectual property, which will determine whether it recognizes revenue over time or at a point in time. The amendments also clarify when a promised good or service is separately identifiable (i.e., distinct within the context of the contract) and allow entities to disregard items that are immaterial in the context of a contract. The Company continues to assess the impact this new standard may have on its ongoing financial reporting. The Company has identified its revenue streams both by contract and product type and is assessing each for potential impacts. For the revenue streams assessed, the Company does not anticipate a material impact in the timing or amount of revenue recognized.
In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles-Goodwill and Other, which simplifies the accounting for goodwill impairments by eliminating step 2 from the goodwill impairment test. Instead, if “the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.” The guidance is effective for fiscal years beginning of an interim or annual reporting period. We areafter December 15, 2019. Early adoption is permitted. The Company is currently reviewingevaluating the provisionsimpact the adoption of this ASU to determine if therenew standard will be any impacthave on our results of operations, cash flows or financial condition.
All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.
Intangible Assets
The Company purchased the patent through a cash payment of $25,000. Additionally, the Company capitalized patent fees of $5,430. The Company'sCompany’s balance of intangible assets on the condensed consolidated balance sheet net of accumulated amortization is $27,556amortizations $0 and $29,078 at December 31, 2015$0 as of June 30, 2022 and March 31, 2015, respectively. Amortization expense related to the intangible assets was $1,522 and $0, respectively for the nine months ended December 31, 2015 and 2014.
Reclassification
Certain amounts from the prior period have been reclassified to conform to the current period presentation.
Note 3 — Going Concern
The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. At December 31, 2015,June 30, 2022, the Company had negative working capital, an accumulated deficit of $22,527,543 and was in negotiations to extend the maturity date on notes payable that are in default. This raises a$30,278,400. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
| F-11 |
While the Company is attempting to generate sufficient revenues, the Company'sCompany’s cash position may not be sufficient to pay its obligations and support the Company'sCompany’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 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'sCompany’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
The Seller and current owner of RxCompoundStore,com, LLC and Peaks Curative, LLC is Mario Tabraue, the brother of our CEO, Nickolas S. Tabraue. Although strictly speaking, the acquisition was negotiated in an arms-length transaction and both the Company and Mario Tabraue had separate counsel, each of whom contributed to the acquisition agreement. The Company’s Board of Directors, the Company’s Management and the Successor Receiver all concluded that the purchase price, consisting of million shares of ETST common stock and $300,000, was a fair and reasonable purchase price and that, given the various liabilities that ETST may exit receivership owing and the various legacy issues and the associated risks, the value the two acquisition targets represent is in all likelihood substantially greater than the purchase price would otherwise suggest, although there is not an accurate method to determine its value to a company that is in the position that this Company finds itself.
Note 5 – Stockholders’ Equity
During the three months ended June 30, 2022 and 2021, the Company issued and common shares for an aggregate sales price of $0 and $0 respectively.
Note 6 — Commitments and Contingencies
Legal Proceedings
On January 11, 2019, the Company received notice that Strongbow Advisors, Inc. and Robert Stevens (“Stevens”, and together with Strongbow, the “Receiver”) had been appointed by the Nevada District Court, as Receiver for the Registrant in Case No. A-18-784952-C (the “Order).
The Company sought the appointment of the Receiver after it found itself in an imminent danger of insolvency following the issuance by an arbitration panel of an award (the “Award”) in the sum of $3,994,522 in favor of Cromogen Biotechnology Corporation (“Cromogen”) in the matter entitled Cromogen Biotechnology Corporation vs. Earth Science Tech, Inc. (the “Cromogen Litigation”). The Nevada District Court found that the Company was in fact insolvent and ordered the appointment of the Receiver.
The Award consisted of a sum for breach of contract against the Company in the amount of $120,265, a sum for costs and fees against the Company in the amount of $111,057 and a sum for the claim of tortuous interference and conversion against the Company in the amount of $3,763,200. The District Court in Florida had confirmed the Award granted by the arbitration panel, denying however, the award of fees that the arbitration panel had granted Cromogen.
The Cromogen Litigation has been settled under an agreement that provides for monthly payments beginning after the first of the year in January 2022. The settlement agreement contains a significant increase in the amount due from $450,000 if the Company should default on its payment obligations thereunder.
As part of the impact of the receivership, the Court issued a Writ of Injunction or “Blanket Stay” covering the Company and its assets during the time that the Company is in receivership. As a result of the “Blanket Stay” the Company’s estate is protected from creditors and interference with its administration is prevented while the Company’s financial issues are being fully analyzed and resolved. As part of this process, creditors will be notified and required to provide claims in writing under oath on or before the deadline stated in the notice provided by the Receiver or those claims will be barred under NRS §78.675. The Blanket Stay will remain in place unless otherwise waived by the Receiver, or it is vacated by the Court or alternatively, lifted by the Court, upon a “motion to lift stay” duly made and approved by the Nevada District Court.
| F-12 |
On November 7, 2019 the Receiver for Earth Science Tech, Inc., a Nevada corporation (the “Company”) filed a motion for preliminary injunction against Majorca Group Ltd. in the 8th Judicial District in Clark County, Nevada. The filing requests a show cause hearing whereby the Company will request the Court grants it motion to cancel certain shares and class of stock and to nullify certain amendments of the Articles of Incorporation. Specifically, the Company is asking that Majorca Group Ltd. be restricted from selling, transferring, converting, encumbering, hypothecating, obtaining loans against or in any fashion or in any way transferring their shares of common and preferred stock in the Company. Additionally, the motion seeks a Freezing Injunction over any broker, bank, any financial institution, attorney, or agent holding shares of the Company as well as any proceeds from shares of the Company.
On January 27, 2020 Earth Science Tech, Inc., a Nevada corporation (the “Company”) reached a confidential settlement with Majorca Group, Ltd (“Majorca”). The Receiver will withdraw its motion for injunction over the Majorca common and preferred shares. The Settlement Agreement provides that Majorca Group, Ltd. and all relevant parties will, within 10 days of execution of the settlement agreement, return 18,000,000 common shares and 5,200,000 Series A Preferred Stock held by Majorca for cancellation. The Series A Preferred Stock class was initially going to be returned to treasury and then reissued to Nickolas S. Tabraue. However, the prior receiver never reissued the shares and claimed to have cancelled the shares completely as a class. However, that was not done either, the 5,200,000 shares were canceled by agreement with Majorca and as the articles of incorporation and / or a certificate of designation for the Series A Preferred Stock was not amended or canceled by amendment or in any other manner canceled, changed or eliminated as a class with such change recorded with the Nevada Secretary of State, it was therefore not canceled and instead simply returned to the treasury. The remaining 6,520,000 common shares held by Majorca is subject to lockup agreement and sales may only be made pursuant to a limited strict bleed-out agreement administered by a third party as part of what is commonly referred to in the financial services industry as a “10b-5 Plan”.
On January 19, 2021, one of the Company’s largest shareholders served and filed a notice of motion and motion to intervene against Robert L. Stevens and Strongbow Advisors, Inc. (individually or collectively referred to as “Receiver”) this action was later joined by additional shareholders representing approximately 33% of the issued and outstanding shares of the Company at that time. This motion to intervene, at its heart, was based upon and resulted from, what the interveners saw as, a lack of transparency by the Receiver. What was filed was initially based upon concerns of Mr. Stevens’ lack of transparency. However, as the matter progressed in court, additional concerns have arisen and on August 27, 2021, Stevens and Strongbow were discharged and removed and William Leonard was appointed to replace them as Receiver, by the Nevada District Court. Mr. Leonard is currently reviewing various matters, including past invoices presented by Stevens, as well as his conduct during the time he acted as Receiver for the Company as well as others that the prior Receiver had a prior relationship with that have derived benefits from working with the prior Receiver. The outcome of this review is uncertain at this time and a wide number of outcomes is possible.
The Company is now optimistic that it will be able to emerge from receivership under the new receiver, in a reorganized position that will allow it to proceed with the acquisitions of the three entities. Combined, these entities present a larger opportunity to realize the synergies that they have among themselves and in so doing, the Company believes it will be possible for shareholder value to increase at a faster rate than would otherwise be possible with only its CBD business and licensing of its medical device, Hygee, The Company has executed a joint letter of intent with three entities involved in the durable medical equipment, retail sales and compounding pharmacy businesses with the objective of negotiating the final terms of a transaction that will result in the Company’s acquisition of these entities.
| F-13 |
Following the discharge and removal of Robert L. Stevens and Strongbow Advisors, Inc., the successor Receiver, William A Leonard, Jr., of Crisis Management, Inc., undertook the investigation of the former stockholder provided fundsreceiver’s actions, practices, and claims for fees for work he alleges was performed. The Successor Receiver then issued his report evaluating Mr. Stevens fees claims and found that there were no outstanding fees due. The court has set to an evidentiary hearing that has been scheduled and rescheduled for the court to consider the successor receivers conclusions as well as the former receiver’s potential liabilities to the Company. The evidentiary hearing was later canceled due to the Company evidenced by 8% uncollateralized notes payable due September 30, 2014. As of December 31, 2015settling with Stevens and March 31, 2015,his company Strongbow Advisors, Inc., Dubowsky law, and Fox Rothchild LLP. In the settlement the Company had $59,558 of these notes payable which arehas agreed to pay Fox Rothchild’s fees and expenses in default.an amount equal to $270,000. The Company shall pay $15,000 within 3 days from entry of the settlement order for court to approve the agreement with the remaining $255,000 being paid over 17 months as follows: $10,000 per month commencing May 1, 2022 then $16,538 per month commencing September 1, 2022 and continuing on the same day each succeeding month through November 1, 2022; then $16,849.85 per month (which includes 7.5% per annum interest component) commencing December 1, 2022 and continuing on the same day of each succeeding month through April 1, 2023; then $17,037.91 per month (which includes 12% per annum interest component) commencing May 1, 2023 provided however, if on or before October 1, 2022 Fox Rothchild irrevocably receives payments from behalf of the Company under the agreement totaling $230,000 (inclusive of the timely payment of $15,000 made 3 days after entry of settlement), then the Fox Rothschild fees shall be deemed satisfied in full. Lastly in the settlement agreement the Company has agreed to pay to the order of Robert Stevens or his assigns (the “Holder”), the sum of US$220,000.00 within 3 days from entry of the settlement order, together with any interest as set forth herein, on April 24, 2023 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of ten percent (10%) (the “Interest Rate”) per annum from the funding date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note is being issued with a 20% original issuance discount (“OID”).
On August 30, 2021, the Company reached a settlement with Cromogen for $585,885.90in current negotiationsa month-to-month payment plan starting January 1, 2022, having the initial payment of $45,000 and $10,000 each month followed with the final payment set on December 1, 2026. If the Company was able to extendand decides to pay the maturitysettlement entirely prior to January 1, 2022 commencement, a $85,885.90 reduction would have taken place bringing the total settlement to $500,000. If the Company defaulted on Cromogen’s settlement, a confession of these notes for an additional 2 years. Interest expensejudgement would be executed for the nine months ended December 31, 2015 and 2014 was $3,572 and $3,443, respectively.
| Warrants Outstanding | Exercise Price | Remaining Contractual Life (Years) | |
| Warrants outstanding—March 31, 2015 | 333,332 | $.75 | .9 |
| Warrants issued | - | - | - |
| Warrants expired | - | - | - |
| Warrants exercised | - | - | - |
| Balance, December 31, 2015 | 333,332 | $.75 | .4 |
| Number of Warrants Outstanding | Exercise Price | Remaining Contractual Life (Years) |
| 333,332 | $0.75 | .4 |
On May 31, 2022, Earth Science Tech, Inc., a Nevada corporation (the “Company”), exited receivership under the direction of William A. Leonard Jr. of Crisis Management, Inc. (“Receiver”). The Company’s board of directors has resumed full control of the Company filed a counterclaimpursuant to NRS 78.645(1). The exit was granted by the Eighth Judicial Court in Clark County Nevada. Through the receivership process and affirmative defenses to Cromogen’s claims for damages. The Company also filed a legal action in the courts of Florida against Cromogen, its principals and related companies, wherein fraud is alleged in connection with Cromogen’s representations regarding the formulation and quality of the hemp oil supplied. The legal action in the Florida courts has been stayed by court order. The arbitration, is pending in New York City, as agreed in the contract. Cromogen has alleged damages of a direct and consequential nature. The Company filed a counterclaim for damages sustained as a proximate result of Cromogen’s deficient and defective performance. The Company made settlement offers to Cromogen, however, such offers have been rejected. Due to the arbitration administrator's rules, the arbitration proceeding has been on hiatus since the end of January 2016. As a result, no arbitration decision has been issued as of the date of this filing. Management has consulted with legal counsel and has recorded an estimated accrual based on the probability of an arbitration award and legal fees againstReceiver, the Company has positioned itself for future success by (i) entering into settlement agreements with claimed creditors; and (ii) negotiating the pending acquisition of $225,000 as of December 31, 2015.
Lease Agreements
On July 18, 2014, the Company's wholly owned subsidiary, Nutrition Empire Inc. entered into a five year retail store lease agreement in Coral Gables, Florida commencing December 1, 2014 through November 30, 2019 for aggregate rent of $223,725. The amount is to be paid monthly over the term of the lease term. A deposit of $17,211 was tendered to secure the lease.
| F-14 |
Note 7 — Balance Sheet and Income Statement Footnotes
Accounts receivable represent normal trade obligations from customers that are subject to normal trade collection terms, without discounts or rebates. If collection is expected in one year or less they are classified as current assets. If not, they are presented as non-current assets. Notwithstanding, these collections, the Company periodically evaluates the collectability of accounts receivable and considers the need to establish an allowance for doubtful debts based upon historical collection experience and specifically identifiable information about its customers. As of
As of June 30, 2022, ROU Asset was $0 and Lease Liability-Current was $0.
Accounts payable are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities
Accrued expenses of $104,519 as of June 30, 2022 mainly represent, $102,000 in payroll for Nickolas S. Tabraue, and the remainder for of accrued interest on related Notes Payable..
General and administrative expenses were $142,997 and 7,196 for June 30, 2022 and 2021 respectively. For the three months ended June 30, 2022, $137,850 in receivership administration fees and costs and the remainder for operations.
Professional fees were $5,200 for the three months ended June 30, 2022.
Litigation expenses were $512,725 for the three months ended June 30, 2022 includes all the accrued settlements from the litigation including accrued settlements with Fox Rothchild, Strongbow Advisors, Steven Warm, and legal, (See Note 6, Legal Proceedings).
Other income were $547,608 for the three months ended June 30, 2022.
Interest expense was $(5,598) and $(1,191) for three months ended June 30, 2022 and 2021. Interest expense for three months ended June 30, 2022 was mainly due to Convertible Notes Mario Portela and Issa El-Chelkh.
Note 8 — Subsequent Events
Convertible Note VCAMJI IRREV. TRUST, C/O Giorgio R. Saumat, Trustee was issued July 10, 2022 for cash received $200,000, will accrue at a rate of 10% on a 360-day year. Maturity date is July 5, 2023.
On July 15, 2022 the Company’s Board of Directors and Majority Stockholders approved a corporate name change to “Smart Curative Solutions, Inc.” from “Earth Science Tech, Inc.” Management believes that changing the Company’s name to Smart Curative Solutions will give the Company an improved identity for its new Boca Raton, Florida headquarters.direction.
When the Name Change is effectuated, the Company’s common stock will receive a new CUSIP number, which is the number used to identify the Company’s equity securities, but the stock certificates with the older CUSIP number will not need to be exchanged for stock certificates with the new CUSIP number. They will be issuable upon surrender. The lease termCompany’s common stock will continue to be quoted on the OTC Markets. We will report its new CUSIP number and we will have a new trading symbol, that is for three years commencing on July 1, 2015. The monthly rent including sales taxanticipated to be “SCSI.” This change is $1,908 and fixed at this amount for the next three years. A deposit of $3,816 was tenderedsubject to secure the lease.
On January 21, 2016, Joseph Pavlik, was terminated from his position as Chief Executive Officer and Director of the Company. Mr. Pavlik was terminated as a result of his refusal to rescind certain matters related to a corporate opportunity that he entered into with a competitor during January 2016.
The Former Accountant’s reports on the Company’s financial statements during its past six fiscal years did not contain an adverse opinion or disclaimer of opinion, nor was it modified as to his administrative assistant pursuant touncertainty, audit scope or accounting principles, except for a settlement agreement.
Neither the Company nor anyone on its behalf consulted the New Accountant regarding (i) the application of accounting principles to a specific completed or contemplated transaction, (ii) the type of audit opinion that might be rendered on the Company’s financial statements, or (iii) any matter that was the subject of a disagreement or event identified in response to Item 304(a)(2) of Regulation S-K (there being none).
Item
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following section, Management’s Discussion and Associated Risks.
The following discussion should be read in conjunction with our unaudited consolidated financial statements and related notes and other financial data included elsewhere in this report. See also the notes to our consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Registration Statement filed on Form 10-12g and our Annual Report filed on Form 10-K for the fiscal year ended March 31, 2022, as well as our Quarterly report filed on Form 10-Q for the period ending December 31, 2021.
OVERVIEW
The Company is an innovative biotechnology company operating in the fields of nutraceutical, pharmaceutical, medical equipment and devices. Currently in a pending transaction to enter into compounding Schedules II and III controlled medications through its pending wholly owned subsidiary RxCompoundStore.com, LLC. and launching soon its pending wholly owned subsidiary Peaks Curative, LLC. telemedicine platform affiliated with doctors for online prescriptions to be fulfilled by RxCompounStore.com LLC. Shortly after entering into the purchase agreement with RxCompoundstore.com and Peaks Curative (See Note 1, Organization and Nature of Operations).
The Company plans to offer a wide selection of health and nutrition products online and through clinics and pharmacies. In particular, the Company intends to continue with its plans to move its compounding pharmacy to a larger facility thereby positioning itself to maximize efficiencies once the telemedicine platform is launched. In addition to the larger facility, the Company plans to build a sterile facility so that injectable products may be compounded and sold. Our current product selection includes many high-quality ingredients to formulate and fulfill prescriptions when ordered, and includes its proprietary Tadalafil Gummies.
Our favored division effectively became a non-profit organization on February 11, 2019 and is structured to accept grants and donations to assist those in need of compounded medication.
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Critical Accounting Policies and Estimates
The discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. In consultation with the Company’s Board of Directors, management has identified the following accounting policies that it believes are key to an understanding of its financial statements. These are important accounting policies that require management’s most difficult, subjective judgments.
Basis of Presentation
The Company’s accounting policies used in the presentation of the accompanying consolidated financial statements conform to accounting principles generally accepted in the United States of America (“US GAAP”) and have been consistently applied.
Principles of Consolidation
The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary Earth Science Foundation , Inc.
The Company will operate through its wholly owned subsidiaries that will provide products, marketing and distribution. As of January 31, 2018 the Company created Earth Science Foundation, Inc., the Company’s favored entity, effectively being a non-profit organization on February 11, 2019 and is structured to accept grants and donations. Provided that the Company is currently in escrow stages to acquire RxCompoundStore.com, LLC. and Peaks Curative, LLC., once closed, both entrees will be wholly owned under the Company, (See Note 4, Related Party and Transaction).
Use of Estimates and Assumptions
The preparation of the condensed 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 notesreported amounts of revenues and expenses during the reporting periods.
The Company’s significant estimates and assumptions include the fair value of financial instruments; the accrual of the legal settlement, the carrying value recoverability and impairment, if any, of long-lived assets, including the estimated useful lives of fixed assets; the valuation allowance of deferred tax assets; stock-based compensation, the valuation of the inventory reserves and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those statements included elsewhere in this Quarterly Reportestimates or assumptions, and certain estimates or assumptions are difficult to measure or value.
Management bases its estimates on Form 10-Q. This Quarterly Reporthistorical experience and on Form 10-Q contains certain statementsvarious assumptions that are forward-looking withinbelieved to be reasonable under the meaningcircumstances, the results of which form the Private Securities Litigation Reform Actbasis for making judgments about the carrying values of 1995. Certain statements contained in the MD&A are forward-looking statementsassets and liabilities that involve risks and uncertainties. The forward-looking statements are not readily apparent from other sources.
Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical facts, but ratherexperience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actualadjusted accordingly. Actual results could differ materially 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 and equipment and a patent are reviewed for impairment whenever events or changes in circumstances indicate that the results contemplatedcarrying amount of an asset may not be recoverable.
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The Company assesses the recoverability of its long-lived assets by these forward-looking statements due to a numbercomparing the projected undiscounted net cash flows associated with the related long-lived asset or group of factors, including those discussed in other sections of this Quarterly Reportlong-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on Form 10-Q.
The Company was incorporatedconsiders 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 changes, if any, are included in operating expenses.
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents.
Related Parties
The Company follows ASC 850 for the identification of related parties and disclosure of related party transactions. Pursuant to this ASC related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the lawsFair 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 StateCompany; e) management of Nevada on April 23, 2010. 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.
The Seller and current owner of RxCompoundStore,com, LLC and Peaks Curative, LLC is Mario Tabraue, the brother of our CEO, Nickolas S. Tabraue. Although strictly speaking, the acquisition was negotiated in an arms-length transaction and both the Company is a biotechnology company focused on delivering unique nutraceuticals, bioceuticals and dietary supplements in the areasMario Tabraue had separate counsel, each of health, wellness, sports and alternative medicine, Our products include cannabidiol ("CBD") hemp oil and other dietary supplements. ETST maintains a website at www.earthsciencetech.com.
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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 was approved by a majority vote of the shareholders of the Company.
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
The Company follows and implemented ASC 606, Revenue from Contracts with Customers for revenue recognition. Although the new symbol changerevenue standard is expected to have an immaterial effect, if any, on our ongoing net income, the Company did implement changes to our processes related to revenue recognition and the control activities within them. These included the development of new policies based on the five-step model provided in the new revenue standard, ongoing contract review requirements, and gathering of information provided for disclosures.
The Company recognizes revenue from UNOVproduct sales or services rendered when control of the promised goods are transferred to ETST.
The Company recognizes its retail store revenue at point of sale, net of sales tax.
Inventories
The Company currently has no inventories as its positioning itself for it pending merger transaction to close, (See Note 1, Organization and Nature of Operations). Once closed, the Company will have inventories consist of various types of nutraceuticals and bioceutieals designed to excel in industries such as health, wellness, nutrition, supplements, cosmeticsprescriptions at the Company’s main office and alternative medicine to improve the quality of life for consumers worldwide. ETST seeks to deliver non-prescription nutritional and dietary supplements that help with treating symptoms such as: chronic pain, joint pain, inflammation, seizures, high blood pressure, memory loss, depression, weight management, nausea, aging and overall wellness. This may include products such as CBD as a natural constituent of hemp oil, vitamins, minerals, herbs, botanicals, personal care products, homeopathies, functional foods and other products. These productscompounding pharmacy. Inventories will be stated at the lower of cost or market using the first in, various formulationsfirst out (FIFO) method. A reserve is established if necessary to reduce excess or obsolete inventories to their net realizable value.
Cost of Sales
Components of costs of sales will include product costs, shipping costs to customers and delivery forms including capsules, tablets, soft gels, chewables, liquids, creams, sprays, powders,any inventory adjustments.
Shipping and whole herbs. Although, the Company has generated revenues it has incurred operating expenses and expenses associated with implementation of its business plan resulting in net operating losses for previously reported periods and accumulated deficit since inception. Handling Costs
The Company is devoting substantially allwill include shipping and handling fees billed to customers as revenues and shipping and handling costs for shipments to customers as cost of revenues.
Research and Development
Research and development costs will be expensed as incurred. The Company’s research and development expenses relate to its efforts on generating revenues from consulting services and implementation of its business plan. ETST is focused on researching and developing innovative hemp extracts and making them accessible worldwide. ETST plans to be a supplier of high quality hemp oil enriched with high-wade CBD. ETST's primary goal is to advance different high quality hemp extracts with a broad profile of cannabinoids and additional natural molecules found in industrial hemp and to identify their distinct properties.
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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 Operationsshares of common stock outstanding during the year. Diluted loss per common share calculations are 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.
As of June 30, 2022 the Company had no warrants issued or outstanding.
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.
Stock Based Compensation
The Company follows ASC 718 in accounting for its stock-based compensation to employees. These standard states that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. The Company values stock-based compensation at the market price of the Company’s common stock as of the date in which the obligation for payment of service is incurred.
The Company accounts for transactions in which services are received from non-employees in exchange for equity instruments based on the fair value of the equity instrument exchanged in accordance with ASC 505-50.
Property and Equipment
Property and equipment is recorded at cost net of accumulated depreciation. Depreciation is computed using the straight-line method based upon the estimated useful lives of the respective assets as follows:
| Leasehold improvements | Shorter of useful life or term of lease | |
| Signage | 5 years | |
| Furniture and equipment | 5 years | |
| Computer equipment | 5 years |
The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized.
When assets are retired or disposed of, the cost and accumulated depreciation are removed from accounts and any resulting gains or losses are included in operations.
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Liquidity and Capital Resources.
For the Three-Month Period Ended June 30, 2022 versus June 30, 2021
During the three months ended June 30, 2022, net cash used in the Company’s operating activities totaled $(692,172) compared to $(11,542) during the three months ended June 30, 2021. During the three months ended June 30, 2022, net cash used in investing activities totaled $0 compared to $1,712 provided by investing activities during the three months ended June 30, 2021. During the three months ended June 30, 2022, net cash provided by financing activities totaled $150,000 compared to $28,175 from financing activities during the three months ended June 30, 2021.
At June 30, 2022, the Company had cash of $20,323, accounts receivable of $0, inventories of $0 and prepaid expenses of $0 that comprised the Company’s total current assets totaling $320,323. The Company’s property and equipment at June 30, 2022 had a net book value of $0.
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 is at default and will continue accruing at the rate of 10%.
Revolving Promissory Note Issa El-Chelkh issued 1/28/22 for cash received $50,000 fwill accrue at a rate of 5% on a 360-day year. Maturity date January 23, 2023. The Revolving Promissory Note from Issa El-Chelkh’s $250,000 revolving credit agreement issued on August 31, 2021 now holds $200,000 in remaining credit.
Revolving Promissory Note Issa El-Chelkh issued 4/1/22 for cash received $200,000 will accrue at a rate of 5% on a 360-day year. Maturity date January 23, 2023. The Revolving Promissory Note from Issa El-Chelkh’s $250,000 revolving credit agreement issued on August 31, 2021 now holds $0 in remaining credit.
Convertible Note Portela issued 2/3/22 for cash received $25,000, face amount $27,500 will accrue at a rate of 8% on a 360-day year. Maturity date is July 28, 2023.
Convertible Note VCAMJI IRREV. TRUST, C/O Giorgio R. Saumat, Trustee issued 6/10/22 for cash received $150,000 will accrue at a rate of 10% on a 360-day year. Maturity date is July 28, 2023.
At June 30, 2022, the Company had total liabilities of $941,195 is in a month to month payment plan that is currently, (See Note 6 Legal Proceedings). In addition, the current liabilities also include $110,363 is due to RxCompoundStore, LLC., currently in a pending acquisition transaction, (See Note 4 Related Party Balances and Transaction and Note 5 Stock Holder Equity).
At June 30, 2022, the Company had a stockholder’s equity totaling $(1,960,095) compared to an equity of $(5,021,083) for the period ending June 30, 2021.
RESULTS OF OPERATIONS
For the Three Months ended December 31, 2015 compared to the Three Months ended December 31, 2014
The Company’s gross revenue for the three months ended December 31, 2015,June 30, 2022 was $173,995$0 compared to $14,251 for the same periodJune 30, 2021 revenue totaling $7,490. The decrease in 2014 as a result of the opening of our retail store in Coral Gables, Florida in December 2014 coupled with an increased internet marketing initiative. Cost of revenues for the three months ended December 31, 2015 was $96,453 compared to $15,416 for the same three-month period ended December 31, 2014 which resulted in a gross profit of $77,542 for the three months ended December 31, 2015 compared to a negative gross profit of $1,165 for the three months ended December 31, 2014. The increase in gross profitrevenue is dueprimarily attributed to the opening of the retail storeCompany transitioning out o CBD and from the increased blend of products to include a concentration of hemp/cbd oil with higher margins along with our stores supplementsinto pharmaceuticals and nutriceuticals.
The major components of ourCompany incurred operating expenses for the three months ended December 31, 2015June 30, 2022 totaling $692,172, compared to $15,287 during the three months ended June 30, 2021. The increase in operating expenses can be attributed to the Company’s litigation expenses and 2014 are outlined in the table below:
Three Months Ended December 31, 2015 | Three Months Ended December 31, 2014 | |||||||
| Professional fees | $ | 11,350 | $ | 198,971 | ||||
| Consulting fees-related party | - | 7,072,000 | ||||||
| Marketing | (17,045 | ) | 115,402 | |||||
| Officer compensation | 67,000 | 231,000 | ||||||
| Cost of legal proceedings | 137,227 | - | ||||||
| Research and development | - | 2,681 | ||||||
| General and administrative | 145,407 | (26,165 | ) | |||||
| $ | 343,939 | $ | 7,593,889 | |||||
Officer compensation for the three months ended December 31, 2015 were much lowerJune 30, 2022 was $31,250 in comparisoncash and $0.00 in stock based compensation compared to the total operating costs of $521,889 for$5,712 in cash and $0 in stock based compensation during the three months ended December 31, 2014, excluding consulting fees. The decrease in operating costs from the 2014 period as compared to the 2015 period consisted of decreases in professional fees, marketing fees and officer compensation. The decrease in professional fees was the result of higher accounting fees, patent related legal fees and filing fees related to the December 2014 restatement of prior periods financial statements. Marketing expense decreased compared to that related to the 2014 periodJune 30, 2021. This increase is due to increased marketing/multi-media pertaining to the opening of our retail store in 2014 plus remeasurement of 50,000 Royal Palm shares created $38,920 marketing income during the 2015 quarter. Officer compensation also decreased from the 2014 period due to stock compensation paid to the predecessor chief executive office in 2014 (none in 2015).
The increase in cost of legal proceedings resulted from the accrual of additional legal expenses associated with the Company's litigation with a former supplier. The increase inCompany incurred general and administrative expenses of $142,997, during the 2015 period was primarily duethree months ended June 30, 2022, compared to a restatement of certain balances$7,196 during the 2014 period.
The Company paid professional fees of $5,200, during the retail store and the increased blend of products to include a concentration of hemp/cbd oil with higher margins along with our stores supplements and nutriceuticals.
Nine Months Ended December 31, 2015 | Nine Months Ended December 31, 2014 | |||||||
| Professional fees | $ | 221,027 | $ | 241,348 | ||||
| Marketing | 48,975 | 293,157 | ||||||
| Consulting fees-related party | - | 7,072,000 | ||||||
| Officer compensation | 112,542 | 356,000 | ||||||
| Cost of legal proceedings | 392,227 | - | ||||||
| Research and development | - | 14,833 | ||||||
| General and administrative | 415,777 | 78,456 | ||||||
| $ | 1,190,548 | $ | 8,055,794 | |||||
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The Company incurred costs of $983,794, for the nine months ended December 31, 2014, excluding consulting fees. The higher operating costs during the nine months ended December 31, 2015, were the result of a charge for the estimated cost of legal proceedings and an increase in general and administrative expenses which included increases in salaries, rent and store costs. The latter was partially offset by a decrease in officer compensation due toof $0 during the previous chief executive officer and lower marketing expenses paid to related parties under consulting agreements.
| Working Capital | December 31, 2015 | March 31, 2015 | ||||||
| Current Assets | $ | 289,581 | $ | 661,585 | ||||
| Current Liabilities | $ | (504,625 | ) | $ | (148,213 | ) | ||
| Working Capital | $ | (215,044 | ) | $ | 513,372 | |||
Nine Months Ended December 31, 2015 | Nine Months Ended December 31, 2014 | |||||||
| Cash used in operating activities | $ | (460,301 | ) | $ | (258,846 | ) | ||
| Cash used in investing activities | $ | (13,140 | ) | $ | (78,783 | ) | ||
| Cash provided by financing activities | $ | 272,874 | $ | 153,442 | ||||
| Net decrease in cash | $ | (200,567 | ) | $ | (184,187 | ) | ||
The Company generated a net loss of $1,111,414.
The Company’s Plan of Operation for the nine months ended December 31, 2015 was primarily the result of common stock issued.
The Company’s auditors have expressed doubt as to our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from outside sources to meet our future obligations. We do not have any arrangements in place for any future equity financing. This raises a substantial doubt about the Company’s ability to continue as a going concern.
Regardless of the forgoing issues, the Company will require additional debt or equity financing for its operations as currently conducted. The Company is currently in a pending transaction to enter into compounding Schedules II and III controlled medications through its pending wholly owned subsidiary RxCompoundStore.com, LLC. and launching soon its pending wholly owned subsidiary Peaks Curative, LLC. telemedicine platform affiliated with doctors for online prescriptions to be fulfilled by RxCompounStore.com LLC. Shortly after entering into the purchase agreement with RxCompoundstore.com and Peaks Curative (See Note 1, Organization and Nature of Operations). The Company plans to offer a wide selection of health and nutrition products online and through clinics and pharmacies. In particular, the Company intends to continue with its plans to move its compounding pharmacy to a larger facility thereby positioning itself to maximize efficiencies once the telemedicine platform is launched. In addition to the larger facility, the Company plans to build a sterile facility so that injectable products may be compounded and sold. Our current product selection includes many high-quality ingredients to formulate and fulfill prescriptions when ordered, and includes its proprietary Tadalafil Gummies.
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Historically the Company has had a strong base of existing shareholders who are committed to its vision, they have historically demonstrated a willingness to purchase shares of stock when they are offered and friendly convertible notes. If these shareholders were to cease purchasing shares and notes payablewhen offered, if the Company were unable to secure other sources of debt or equity financing, or if the Company were unable to secure any or sufficient financing and on terms that are in default.
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 are not required to provide the information required under this item.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our 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 by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Although our management has not formally carried out an evaluation under the supervision and with the participation of our management, including chief executive officerPrincipal Executive Officer and chief operating officer, we have conducted an evaluationPrincipal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures aspursuant 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 our 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, our principal executive and principal financial and accounting officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our chief executive officer and chief operating officer concluded as of the evaluation date that our disclosure controls and procedures1934) were not effective dueas of December 31, 2021.
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 principles generally accepted in the United States of America.
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 Company's:
Changes in Internal Control overand Financial Reporting
There have beenwere no other changes in ourthe Company’s internal control over financial reporting that occuredoccurred during the Company’s most recent fiscal quarter ended December 31, 2015 that hashave materially affected, or isare reasonably likely to materially affect, ourthe Company’s internal control over financial reporting, other than:
PART II –— OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On January 11, 2019, the Company received notice that Strongbow Advisors, Inc. and Robert Stevens (collectively “Stevens”, and together with Strongbow, the “Receiver”) had been appointed by the Nevada District Court, as Receiver for the Registrant in Case No. A-18-784952-C (the “Order).
The Company is engagedsought the appointment of the Receiver after it found itself in a legal controversyan imminent danger of insolvency following the issuance by an arbitration panel of an award (the “Award”) in arbitration with a former supplier,the sum of $3,994,522.5 million in favor of Cromogen Biotechnology Corporation ("Cromogen"(“Cromogen”) in the matter entitled Cromogen Biotechnology Corporation vs. Earth Science Tech, Inc. (the “Cromogen Litigation”). Cromogen did not perform in accordance with its contract to supply high quality hemp oil toThe Nevada District Court found that the Company onwas in fact insolvent and ordered the appointment of the Receiver.
The Award consisted of a consistent and timely manner. In accordance withsum for breach of contract against the arbitration clause stipulated by the contract,Company in the arbitration proceeding, the Company filedamount of $120,265.00, a counterclaimsum for costs and affirmative defenses to Cromogen’s claims for damages. The Company also filed a legal action in the courts of Florida against Cromogen, its principals and related companies, wherein fraud is alleged in connection with Cromogen’s representations regarding the formulation and quality of the hemp oil supplied. The legal action in the Florida courts has been stayed by court order. The arbitration, is pending in New York City, as agreed in the contract. Cromogen has alleged damages of a direct and consequential nature. The Company filed a counterclaim for damages sustained as a proximate result of Cromogen’s deficient and defective performance. The Company made settlement offers to Cromogen. However, such offers have been rejected. Due to the arbitration administrator's rules, the arbitration proceeding has been on hiatus since the end of January 2016. As a result, no arbitration decision has been issued as of the date of this filing. Management has consulted with legal counsel and has recorded an estimated accrual based on the probability of an arbitration award and legal fees against the Company in the amount of $225,000 as$111,057.00 and a sum for the claim of December 31, 2015.
The Cromogen Litigation has been settled under an agreement that provides for monthly payments with the first payment and terms currently being renegotiated to amend the original agreement’s first payment commencing on January 2022 to a lawsuit in Palm Beach County, Florida, for a claim against its former CEO, Dr. Harvey Katz and his administrative assistant, asserting various counts such as Breach of Contract, Unjust Enrichment, Negligence, Conspiracy and Conversion. On November 9, 2015later due to the Company andnot ending receivership due to Mr. Steven’s legal matter still being litigated under the plaintiffs entered into a settlement agreement and the Company agreed to make a total payment of $31,000 to Dr. Katz and his administrative assistant. new receiver.
As part of the settlement agreement, 500,000impact of the receivership, the Court issued a Writ of Injunction or “Blanket Stay” covering the Company and its assets during the time that the Company is in receivership. As a result of the “Blanket Stay” the Company’s estate is protected from creditors and interference with its administration is prevented while the Company’s financial issues are being fully analyzed and resolved. As part of this process, creditors will be notified and required to provide claims in writing under oath on or before the deadline stated in the notice provided by the Receiver or those claims will be barred under NRS §78.675. The Blanket Stay will remain in place unless otherwise waived by the Receiver, or it is vacated by the Court or alternatively, lifted by the Court, upon a “motion to lift stay” duly made and approved by the Nevada District Court.
On November 7, 2019 the Receiver for Earth Science Tech, Inc., a Nevada corporation (the “Company”) filed a motion for preliminary injunction against Majorca Group Ltd. in the 8th Judicial District in Clark County, Nevada. The filing requested a hearing for “an order to show cause” whereby the Receiver planned to request tcancelation of he certain shares for a class of stock and to nullify certain amendments of the Articles of Incorporation. Specifically, the Receiver asked that Majorca Group Ltd. be restricted from selling, transferring, converting, encumbering, hypothecating, obtaining loans against or in any fashion or in any way transferring their shares of common and preferred stock in the Company. Additionally the motion sought a Freezing Injunction over any broker, bank, any financial institution, attorney, or agent holding shares of the Company'sCompany as well as any proceeds from shares of the Company.
On January 27, 2020 Earth Science Tech, Inc., a Nevada corporation (the “Company”) reached a confidential settlement with Majorca Group, Ltd (“Majorca”). The Receiver was supposed to withdraw its motion for injunction over the Majorca common stock previouslyand preferred shares. The Settlement Agreement provides that Majorca Group, Ltd. and all relevant parties would, within 10 days of execution of the settlement agreement, return 18,000,000 common shares and 5,200,000 Series A Preferred Stock held by Majorca for cancellation. The Series A Preferred Stock class were cancelled completely. The remaining 6,520,000 common shares held by Majorca is subject to lockup agreement and thereafter, sales were to be made only pursuant to a limited strict bleed-out agreement administered by a third party.
On January 19, 2021, one of the Company’s largest shareholders served and filed a notice of motion and motion to intervene against Robert L. Stevens and Strongbow Advisors, Inc. (individually or collectively referred to as “Receiver”) this action was later joined by additional shareholders representing approximately 33% of the issued and outstanding shares of the Company at that time. This motion to intervene, at its heart, was based upon and resulted from, what the interveners saw as, a lack of transparency by the Receiver. What was filed was initially based upon concerns of Mr. Stevens’ lack of transparency. However, as the matter progressed in court, additional concerns have arisen and on August 27, 2021, Stevens and Strongbow were discharged and removed and William Leonard was appointed to replace them as Receiver, by the Nevada District Court. Mr. Leonard reviewed various matters, including past invoices presented by Stevens, as well as his conduct during the time he acted as Receiver for the Company. Mr. Leonard’s review also included others that Stevens had a prior relationship with that have derived benefits from working with him at the Company’s expense.
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Following the discharge and removal of Robert L. Stevens and Strongbow Advisors, Inc., the successor Receiver, William A Leonard, Jr., of Crisis Management, Inc., undertook the investigation of the former receiver’s actions, practices, and claims for fees for work he alleges was performed. The Successor Receiver then issued his report evaluating Mr. Stevens fees claims and found that there were no outstanding fees due. The court has set to an evidentiary hearing that has been scheduled and rescheduled for the court to consider the successor receivers conclusions as well as the former receiver’s potential liabilities to the plaintiffsCompany.
Following the discharge and removal of Robert L. Stevens and Strongbow Advisors, Inc., the successor Receiver, William A Leonard, Jr., of Crisis Management, Inc., undertook the investigation of the former receiver’s actions, practices, and claims for fees for work he alleges was performed. The Successor Receiver then issued his report evaluating Mr. Stevens fees claims and found that there were no outstanding fees due. The court has set to an evidentiary hearing that has been scheduled and rescheduled for the court to consider the successor receivers conclusions as compensation were returnedwell as the former receiver’s potential liabilities to the Company. The evidentiary hearing was later canceled due to the Company settling with Stevens and cancelledhis company Strongbow Advisors, Inc., Dubowsky law, and Fox Rothchild LLP. In the settlement the Company has agreed to pay Fox Rothchild’s fees and expenses in an amount equal to $270,000. The Company shall pay $15,000 within 3 days from entry of the settlement order for court to approve the agreement with the remaining $255,000 being paid over 17 months as follows: $10,000 per month commencing May 1, 2022 then $16,538 per month commencing September 1, 2022 and continuing on February 4, 2016 (see note 8)the same day each succeeding month through November 1, 2022; then $16,849.85 per month (which includes 7.5% per annum interest component) commencing December 1, 2022 and continuing on the same day of each succeeding month through April 1, 2023; then $17,037.91 per month (which includes 12% per annum interest component) commencing May 1, 2023 provided however, if on or before October 1, 2022 Fox Rothchild irrevocably receives payments from behalf of the Company under the agreement totaling $230,000 (inclusive of the timely payment of $15,000 made 3 days after entry of settlement), then the Fox Rothschild fees shall be deemed satisfied in full. Lastly in the settlement agreement the Company has agreed to pay to the order of Robert Stevens or his assigns (the “Holder”), the sum of US$220,000.00 within 3 days from entry of the settlement order, together with any interest as set forth herein, on April 24, 2023 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of ten percent (10%) (the “Interest Rate”) per annum from the funding date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note is being issued with a 20% original issuance discount (“OID”).
On August 30, 2021, the Company reached a settlement with Cromogen for $585,885.90 in a month-to-month payment plan starting January 1, 2022, having the initial payment of $45,000 and $10,000 each month followed with the final payment set on December 1, 2026. If the Company was able to and decides to pay the settlement entirely prior to January 1, 2022 commencement, a $85,885.90 reduction would have taken place bringing the total settlement to $500,000. If the Company defaulted on Cromogen’s settlement, a confession of judgement would be executed for the amount of $970,000, representing the total amount of Cromogen’s unsecured claims, less any amount paid by the Company, plus costs and attorney fees incurred to obtain and enforce the judgement. As of the month of March Cromogen’s settlement terms were being renegotiated due to the Company extended review time taken by the Successor Receiver as well as continuing negotiations with Stevens. The Company renegotiated payment terms on April 27, 2022 amended settlement with Cromogen for $585,885 in a month-to-month payment plan starting June 1, 2022, having the initial payment of $45,000 then $10,000 each month followed with the final payment set on July 1, 2027. If the Company defaults on Cromogen’s settlement, a confession of judgement will be executed for the amount of $970,000, representing the total amount of Cromogen’s unsecured claims, less any amount paid by the Company, plus costs and attorney fees incurred to obtain the enforce of judgement.
On May 31, 2022, Earth Science Tech, Inc., a Nevada corporation (the “Company”), exited receivership under the direction of William A. Leonard Jr. of Crisis Management, Inc. (“Receiver”). The Company’s board of directors has resumed full control of the Company had an Employment Agreementpursuant to NRS 78.645(1). The exit was granted by the Eighth Judicial Court in Clark County Nevada. Through the receivership process and Receiver, the Company has positioned itself for future success by (i) entering into settlement agreements with its former CEO which called for issuanceclaimed creditors; and (ii) negotiating the pending acquisition of $50,000 worth of restricted common shares per quarter as compensation for his services which was terminated on May 10, 2015. As of December 31, 2015, accrued cost of legal proceeding includes $11,250 relatedtwo operating entities. The total receivership administrative fees and costs are $137,850.93. The Receiver has agreed to enter into payments terms with the remaining payment on this settlement.
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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 are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. MINE SAFETY DISCLOSURES.
None
ITEM 5. OTHER INFORMATION.INFORMATION
None
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ITEM 6. EXHIBITS
| 31.2 | Certifications of | |
| 32.1 | Certifications of | |
| 32.2 | Certifications of |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereuntohereunto duly authorized.
| EARTH SCIENCE TECH, INC. | ||
| Dated: August 12, 2022 | By: | /s/ Nickolas S. Tabraue |
| Nickolas S. Tabraue | ||
| Its: | CEO and Director | |
| Dated: August 12, 2022 | By: | /s/ |
| Its: | Chief | |
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