UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended June 30,December 31, 2022

Commission file number: 000-55000

EARTH SCIENCE TECH, INC.

(Exact name of registrant as specified in its charter)

8950 SW 74^th CT

10650 NW 29th TerraceSuite 101

DoralMiami, FL 3317233156

(Address of principal executive offices) (zip code)

(786) 375-7281

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 15, 2022,February 9, 2023, there were 59,383,056256,695,496 Common and 1,000,000 Preferred shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Earth Science Tech, Inc. & Subsidiaries

Consolidated Balance Sheets

Earth Science Tech, Inc. & Subsidiaries

Consolidated Statements of Operations

Earth Science Tech, Inc. & Subsidiaries

Consolidated Statements of Stockholders’ (Deficit) Equity

For Three Months Ended June 30,December 31, 2022 and 2021

Earth Science Tech, Inc. & Subsidiaries

Consolidated Statements of Cash Flows

EARTH SCIENCE TECH, CORPORATIONINC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JuneDecember 30,31, 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, 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 3,000,000 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, $0.50 of every $1.00 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 as8, 2022, the Company is raising capital) at which timea holding entity set to acquire companies with its current focus in the parties will officially close the acquisition.health and wellness industry. 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 hasis presently in compounding pharmaceuticals and telemedicine through its own deliverables that are conditions to Closing. For example, the Seller is required to deliver an audit that will allow the Company to preparewholly owned subsidiaries RxCompoundStore.com, LLC. (“RxCompound”), Peaks Curative, LLC. (“Peaks”), and file a current report on Form 8-K. The Company has since been positioning itself for its new direction.Earth Science Foundation, Inc. (“ESF”).

(“RXC”) RxCompound is a compounding 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. RXCthat has historically focused on men’s health, specifically medical products directed at treating erectile dysfunction (“ED”)ED such as Tadalafil, and Sildenafil Citrate (generic(the 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 medicationslongevity. Currently licensed to dispense in the formstate of gummies. Currently RXCFlorida, New York, New Jersey, Delaware, Colorado, Rhode Island, and Arizona. RxCompound is in the application process to obtain licenses in the remaining states in which it is not certified foryet licensed to dispense prescriptions. Furthermore, RxCompound recently obtained its hazardous room to compound hormonal creams within the month of December 2022 and does notis anticipated to have sterile facilities that would allow it to offer medications that can be injected such as testosterone, HCG, TriMix or peptides. However, it had already planned on becoming aits sterile compounding pharmacy and was working toward it when the Company entered into the definitive agreementroom operational early 2023 to acquire RXC and PCL. The timing was ideal because management believes the Company was able to acquire RXCprovide sterile products 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.injection.

Peaks Curative, LLC. (“PCL”) was established as a marketing company initially to market men’s ED products directly to potential patients, howeveris the Company plans to expand the products offered to include those that RXC can prepare and sell. PCL is what is known as a “telemedicinetelemedicine referral site”site facilitating asynchronous consultations for branded compound medications prepared at RXC. For Example, men that respondRxCompound. Peaks is currently positioned to ads for ED gummies are referredprescribe to all 50 states utilizing Smart Doctors consultation services, but only able to fulfill prescriptions within RxCompound’s licensed medical professionalsstates. Peaks will be able to fulfill more states as RxCompound obtains dispensing licenses in additional states. Patients who determine eligibility by questionnaires completed byorder Peaks via monthly subscription will be automatically enrolled into Peaks’ Loyalty Program. As a member of the prospective patient. Withloyalty program, members will receive credit to cover the answers provided,costs on their Peaks facilitated online doctor consultations. The Peaks membership enrollment will occur automatically once becoming a monthly subscriber and automatically renewed at the time of the prescription renewal order. At the time of the renewal order, credits will be applied to cover the Peaks facilitated online 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.

consultation.

Shortly after entering intoPeaks’ strategy has been to launch the purchase agreement with RxCompoundstore.comwebsite within three phases to insure efficiency and proper performance. Peaks Curative,launched its first Phase, Phase I, in the Company shifted from formulatingmonth of June 2022, offering one product, Tadalafil in a gummy form within 3 different dosages and selling CBDquantity offerings. After months of feedback, successful orders and refills, Peaks commenced its Phase II website upgrade. Phase II will enhance the patient experience as well as offering Tadalafil in the form of gummies and tablets (generic Cialis), and Sildenafil in the form of capsules and tablets (generic Viagra) all in three different dosages and quantity offerings. Once Phase II has been completed, Peaks plans to execute a marketing campaign within the RxCompound dispensing states to increase brand exposure and sales leading to Phase III. Phase III includes over the counter (“OTC”) (non-prescription) products to formulating pharmaceuticalsuch as supplements and topicals. The OTC products will be custom manufactured or fulfilled through partnered companies under Peaks brand and topicals for sale through its accounts and the telemedicine platform of Peaks Curative. The Company anticipates 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 telemedicine platform.offered worldwide.

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.

Earth Science Foundation (“ESF”)ESF is a favored entity of ETST, effectively being a non-profit organization that was incorporated on February 11, 2019, and is structured to accept grants and donations to help those in need.need of assistance in paying for prescription.

Note 2 — Summary of Significant Accounting Policies

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. is a non-profit favored entity of the Company. After the conditions to Closing have been met, RxCompoundStore.com, LLC., Peaks Curative, LLC will also be wholly owned subsidiaries Peaks and ESF. The Company’s acquisition of RxCompound was consummated on November 8, 2022, along with Peaks; however, RxCompound completed its PCAOB audit after the Company.

Earth Science Foundation (“ESF”) is a favored entity of ETST, effectively being a non-profit organizationfiscal quarter that subsequently to period ended December 31, 2022, completed on February 11, 20193, 2023, (see Note 4, Related Party Balance and is structured to accept grantsTransactions and donations.Note 8, Subsequent Events).

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’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 thatsince 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.

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

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

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

On June 4, 2019 the Company discontinued 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 Patents and took a corresponding write-off to “impairment expense.”

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 Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Commitments and contingencies

The Company follows ASC 450 to account for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. This may result in contingent liabilities that are required to be accrued or disclosed in the financial statements. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Revenue recognition

The Company follows and implementedimplements ASC 606, Revenue from Contracts with Customers for revenue recognition. Although the new revenue standard is expected to have an immaterial effect, if any, on ourthe Company’s ongoing net income, wemanagement did implement changes to ourthe Company’s 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 control of the promised goods are transferred to ourthe company’s clients in an amount that reflects the consideration to which we expectmanagement expects to be entitled in exchange for those goods and services. To achieve this core principle, we applymanagement applies 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 as the Company satisfies a performance obligation.

Inventories

The Company currently doesdid not hold any inventories as it worksduring the period ended December 31, 2022. During the Period ended December 31, 2022, the Company’s operating entity Peaks fulfilled its sales directly through RxCompound, owned by the Company, but did not complete its PCAOB audit during the period ended December 31, 2022. RxCompound completed its PCAOB audit on closing its pending acquisitions, once closed theFebruary 3, 2023, (see Note 4, Related Party Balance and Transactions and Note 8, Subsequent Events). The Company will have its inventories are stated at the lower of cost or market using the first in, first out (FIFO) method.method after the period ended December 31, 2022. A reserve iswill be established if necessary to reduce excess or obsolete inventories to their net realizable value, (See Note 1. Organization and Nature of Operations).value.

Cost of Sales

Components of costs of sales will include product costs,and shipping costs to customers and any inventory adjustments once its pending acquisition is closed, (See Note 1. Organization and Nature of Operations)

adjustments.

Shipping and Handling Costs

The Company will includeaccounts shipping and handling fees billed to customers as revenues and shipping and handling costs for shipments to customers as cost of revenues once the pending acquisitions are closed, (See Note 1. Organization and Nature of Operations).revenue.

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 carry 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 those 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 likelihood of being realized upon ultimate settlement. As of December 31, 2021, the Company has 0not recorded any unrecognized tax benefits.

Interest and penalties related to liabilities for uncertain tax positions will be charged to interest and operating expenses, respectively. The Company has net operating loss carry forwardscarryforwards (NOL) for income tax purposes of approximately $6,150,613. This loss is allowed to be offset against future income until the year 2039 when the NOL’s will expire. The tax benefits relating to all timing differences have been fully reserved for in the valuation allowance account due to the substantial losses incurred through JuneSeptember 30, 2022. There was 0no change in the valuation allowance for the periods ended June 30,December 31, 2022, and 2021.

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.

Net loss per common share

The Company follows ASC 260 to account for earnings per share. Basic earnings per common share calculations are determined by dividing net results from operations by the weighted average number of shares of common stock outstanding during the year. Diluted loss per common share 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, 20212022, the Company has no warrants that are anti-dilutive and not included in the calculation of diluted loss per share.

Cash flows reporting

The Company follows ASC 230 to report cash flows. This standard classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by this standard to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports separately information about investing and financing activities not resulting in cash receipts or payments in the period pursuant this standard.

Stock based compensation

The Company follows ASC 718 in accounting for its stock-based compensation to employees. These standard statesstandards state 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.

Company accounts for transactions in which serviceservices 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 are 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

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 August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. The new standard will change the classification of certain cash payments and receipts within the cash flow statement. Specifically, payments for debt prepayment or debt extinguishment costs, including third-party costs, premiums paid, and other fees paid to lenders that are directly related to the debt prepayment or debt extinguishment, excluding accrued interest, will now be classified as financing activities. Previously, these payments were classified as operating expenses. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019, with early adoption permitted, and will be applied retrospectively. The Company does not expect that the adoption of this new standard will have a material impact on its consolidated financial statements.

In February 2016, the 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.

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 granting 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 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 granting 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 after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this new standard will have on its Consolidated Financial Statements.

All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.

Intangible Assets

The Company’s balance of intangible assets on the condensed consolidated balance sheet net of accumulated amortizations $017,806 and $0 as of June 30,December 31, 2022, and June 30,December 31, 2021, from its Peaks telemedicine web platform.

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 June 30,On December 31, 2022, the Company had negative working capital, an accumulated deficit of $30,278,40030,265,697. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

WhileThe Company as of November 8, 2022, became a holding entity set to acquire companies with its recent two acquisitions, RxCompound and Peaks both operating in the Company is attempting to generate sufficient revenues, thehealth and wellness industry. The Company’s cash position may not be sufficient to pay its obligations and support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues may provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate sufficient revenues by acquiring companies and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.

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

Note 4 - Related Party Balances and Transactions

The Seller and current ownerOn November 8, 2022, the Company amended the Purchase Agreement for the Membership Units of RxCompoundStore,com, LLCthe RxCompound and Peaks, Curative, LLC is Mario Tabraue,dated November 3, 2021. Pursuant to the brotherterms of our CEO, Nickolas S. Tabraue. Although strictly speaking,theAmendment, the acquisition was negotiated in an arms-length transaction and bothparties modified the Purchase Price on the November 3, 2021, agreement such that the Company and Mario Tabraue had separate counsel, each of whom contributedagreed to the acquisition agreement. The Company’s Board of Directors, the Company’s Management and the Successor Receiver all concluded that the purchase price, consistingissue a cumulative total of 353,700,000 million shares of ETST common stockits restricted Common Stock in exchange for all outstanding Membership Units of both RxCompound and $300,000Peaks, (, was a fairsee Note 4, Related Party Balance and reasonable purchase priceTransactions).

On December 29, 2022, Peaks completed its PCAOB audit and that, givenRxCompound completed its audit after 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.period ended December 31, 2022, on February 3, 2023, (see note 8 Subsequent Event).

Note 5 – Stockholders’ Equity

During the three months ended June 30,December 31, 2022, and 2021, the Company issued 062,600,000 and 0 restricted common shares for an aggregate sales pricecash of $0316,500 and $0 respectively, (see ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS).

During the three months ended December 31, 2022, and 2021, the Company issued 136,312,440 and 0 restricted common shares for debt settlements at a fair value of $724,124 respectively.and $0 respectively, (see RESULTS OF OPERATIONS and ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS).

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 assetsdid not have any material legal proceedings 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.

period ended December 31, 2022.

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.

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 Company. The evidentiary hearing was later canceled due to the Company settling with Stevens and his 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 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 pursuant 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 claimed creditors; and (ii) negotiating the pending acquisition of two operating entities. The total receivership administrative fees and costs are $137,850.93. The Receiver has agreed to enter into payments terms with the Company.

Lease Agreements

On August 31, 2021, theThe Company entered into an agreement with JCR Medical Equipment, Inc., a Florida Corporation to lease a 1,000 square foot facility consisting of office and warehouse space that is a part of its 13,000/sq. ft. facilitypresently located at 10650 NW 29th Terrace Doral,RxCompound’s location at 8950 SW 74^th Court Suite 101, Miami, FL, 33172. JCR Medical Equipment, Inc. is part33156 after the Purchase Agreement was consummated on November 8, 2022, (see Note 4, Related Party Balance and Transactions). RxCompound’s location sits in 1,900 sq ft composed of offices, cooking room, hazardous room, sterile compounding room, lobby, and storage. The lease requires monthly payments of $7,057 for a term of 36-months plus the Company’s two-part acquisition plan describedsingle lump sum payment of $40,000 upon execution in the Company’s current report filed with the Commission on Form 8-K on September 10, 2021. The Company on or about November 3, 2021 entered into an agreement to acquire both RxCompound and Peaks and the Company plans to relocate its facility to RxCompound’s facility once the acquisition transaction is completed.

June 2022.

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 $104,51986,183 as of June 30,December 31, 2022, mainly represent $102,00067,410 in accrued payroll for Nickolas S. Tabraue,the company’s CEO and CFO, and the remainder for of accrued interest on related Notes Payable..Payable.

General and administrative expenses were $142,9975,599 and $7,19661,526 for June 30,December 31, 2022, and 2021 respectively. For the three months ended June 30,December 31, 2022, $137,8502,236 in receivership administration feeswas employee compensation, $1,032 internet and costscomputer expenses, and the remainder for operations.was on miscellaneous expenses.

Professional fees were $5,20022,233 for the three months ended June 30,December 31, 2022.

Litigation expenses were $512,725 for For the three months ended June 30,December 31, 2022, includes allthere were $9,500 in auditor fees, $6,200 in consulting fees, $5,000 in SEC legal fees and the accrued settlements from the litigation including accrued settlements with Fox Rothchild, Strongbow Advisors, Steven Warm, and legal, (See Note 6, Legal Proceedings).remainder were miscellaneous fees.

Other income werewas $547,608146,739 for the three months ended June 30, 2022.December 31, 2022, from a debt settlement, (see November 8, 2022, 8-K filing).

Interest expense was $($5,598(18,321)) and $($1,191(2,452)) for three months ended June 30,December 31, 2022, and 2021. Interest expense for three months ended June 30,December 31, 2022, was mainly due to Convertible Notes Mario PortelaII and I (“VCAMJI Irrevocable Trust Convertible Note I” and VCAMJI Irrevocable Trust Note II”) and Revolving Promissory Note (“Issa El-Chelkh.El-Chelkh Revolving Promissory Note”), (see Item 2, Liquidity and Capital Resources).

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,On February 3, 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 direction.

Whenreceived RxCompound’s audited financials pursuant to 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 Company’s common stock will continue to be quoted on the OTC Markets. We will report its new CUSIP numberpreviously announced Purchase and we will have a new trading symbol, that is anticipated to be “SCSI.” This change is subject to approval by FINRA.

On AugustSale Agreement dated November 8, 2022, and for the purposes set forth therein, the seller of RxCompound entered into a Purchase and Sale Agreement, pursuant to which the Company and a voting majority of its shareholders voted in favor of engaging Bolko & Associates, LLC (“New Accountant”)agreed to auditacquire the Company’s financial statements for the period ending June 30, 2022. The New Accountant has been engaged for general audit and review services and not because of any particular transaction or accounting principle, or because of any disagreement with the Company’s former accountant, BF Borgers CPA PC. (the “Former Accountant”).Seller.

The Former Accountant’s reportsCompany received an email on February 9, 2023 from 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 uncertainty, audit scope or accounting principles, except forAutorité des Marchés Financiers (“the AMF”) with a going concern qualification containedcomplaint, in its audit reportFrench dated January 23, 2023. The Complaint alleges that the Company's former CEO, Dr. Michele Aube, improperly raised capital for the fiscal years ending March 31, 2016 to 2022.Company and is claiming Forty Thousand Dollars in damages. Dr. Aube resigned in 2019. The decision to change accountants was recommendedCompany has retained legal counsel in Quebec and approved by the Company’s Board of Directors. During the fiscal years ended March 31, 2016 to March 31, 2022 and through the date hereof, the Company did not have any disagreements with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of the former accountant would have caused them to make reference in connection with their report to the subject of the disagreement.

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).

Itemwill vigorously defend this claim.

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

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

The following discussion should be read in conjunction with ourthe company’s unaudited consolidated financial statements and related notes and other financial data included elsewhere in this report. See also the notes to ourthe Company’s consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in ourthe Company’s Registration Statement filed on Form 10-12g and ourthe Company’s Annual Report filed on Form 10-K for the fiscal year ended March 31, 2022, as well as ourthe Company’s Quarterly report filed on Form 10-Q for the period ending December 31, 2021.September 30, 2022.

OVERVIEW

The Company is an innovative biotechnology company operatinga holding entity set to acquire companies with its current focus in the fields of nutraceutical, pharmaceutical, medical equipmenthealth and devices. Currentlywellness industry. The Company is presently in a pending transaction to enter into compounding Schedules IIpharmaceuticals and III controlled medicationstelemedicine through its pending wholly owned subsidiarysubsidiaries RxCompoundStore.com, LLC. and launching soon its pending wholly owned subsidiary(“RxCompound”), Peaks Curative, LLC. (“Peaks”), and Earth Science Foundation, Inc. (“ESF”).

RxCompound is a compounding pharmacy that has historically focused on men’s health, specifically medical products directed at ED such as Tadalafil, and Sildenafil Citrate (the generic names for Cialis and Viagra, respectively) and longevity. Currently licensed to dispense in the state of Florida, New York, New Jersey, Delaware, Colorado, Rhode Island, and Arizona. RxCompound is in the application process to obtain licenses in the remaining states in which it is not yet licensed to dispense prescriptions. Furthermore, RxCompound recently obtained its hazardous room to compound hormonal creams within the month of December 2022 and is anticipated to have its sterile compounding room operational early 2023 to provide sterile products for injection.

Peaks is the telemedicine platform affiliated with doctorsreferral site facilitating asynchronous consultations for branded compound medications prepared at RxCompound. Peaks is currently positioned to prescribe to all 50 states utilizing Smart Doctors consultation services, but only able to fulfill prescriptions within RxCompound’s licensed states. Peaks will be able to fulfill more states as RxCompound obtains dispensing licenses in additional states. Patients who order Peaks via monthly subscription will be automatically enrolled into Peaks’ Loyalty Program. As a member of the loyalty program, members will receive credit to cover the costs on their Peaks facilitated online prescriptionsdoctor consultations. The Peaks membership enrollment will occur automatically once becoming a monthly subscriber and automatically renewed at the time of the prescription renewal order. At the time of the renewal order, credits will be applied to be fulfilled by RxCompounStore.com LLC. Shortly after entering intocover the purchase agreement with RxCompoundstore.com and Peaks Curative (See Note 1, Organization and Nature of Operations).facilitated online doctor consultation.

The CompanyPeaks’ strategy has been to launch the website within three phases to insure efficiency and proper performance. Peaks launched its first Phase, Phase I, in the month of June 2022, offering one product, Tadalafil in a gummy form within 3 different dosages and quantity offerings. After months of feedback, successful orders and refills, Peaks commenced its Phase II website upgrade. Phase II will enhance the patient experience as well as offering Tadalafil in the form of gummies and tablets (generic Cialis), and Sildenafil in the form of capsules and tablets (generic Viagra) all in three different dosages and quantity offerings. Once Phase II has been completed, Peaks plans to offerexecute a wide selection of healthmarketing campaign within the RxCompound dispensing states to increase brand exposure and nutritionsales leading to Phase III. Phase III includes over the counter (“OTC”) (non-prescription) products onlinesuch as supplements and topicals. The OTC products will be custom manufactured or fulfilled through clinicspartnered companies under Peaks brand 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.offered worldwide.

OurESF is a favored divisionentity of ETST, effectively becamebeing a non-profit organization that was incorporated on February 11, 2019, and is structured to accept grants and donations to assisthelp those in need of compounded medication.assistance in paying for prescription.

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.

subsidiaries. The Company will operate through its wholly owned subsidiaries that will provide products, marketinginclude Peaks and distribution. As of January 31, 2018 the Company created Earth Science Foundation, Inc., the Company’s favored entity, effectively being a non-profit organizationESF (all intercompany balances and transactions have been eliminated 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)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’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 thatsince there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.