UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A10-Q2

For the quarterly period ended December 31, 2022June 30, 2023

Commission file number: 000-55000

EARTH SCIENCE TECH, INC.

(Exact name of registrant as specified in its charter)

8950 SW 74^th CT

Suite 101

Miami, FL 33156

(Address of principal executive offices) (zip code)

(305) 724-5684

(Registrant’s telephone number, including area code)

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

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 March 17,June 30, 2023, there were 256,695,496314,881,821 Common and 1,000,000 Preferred shares of the registrant’s stock outstanding.

EXPLANATORY NOTE

The sole purpose of this Amendment No. 2 to the Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022 of EARTH SCIENCE TECH, INC. (the “Company”) filed with the Securities and Exchange Commission on March 3, 2023 (the “Form 10-Q”) is to correct a Promissory Note disclosed in the filing.

No other changes have been made to the Form 10-QA No. 1. This Amendment No. 2 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

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 MonthsFiscal Quarters Ended December 31,June 30, 2023, and 2022 and 2021

Earth Science Tech, Inc. & Subsidiaries

Consolidated Statements of Cash Flows

EARTH SCIENCE TECH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DecemberJUNE 31, 202230, 2023

(UNAUDITED)

Note 1 — Organization and Nature of Operations

Earth Science Tech, Inc. (“ETST” or the “Company”) was incorporated under the laws of the State of Nevada on April 23, 2010, and subsequently changed its domicile to the State of Florida on June 27, 2022. As of November 8, 2022, the Company is a holding entity set to acquire companies with its current focus in the health and wellness industry. The Company is presently in compounding pharmaceuticals and telemedicine through its wholly owned subsidiaries RxCompoundStore.com, LLC. (“RxCompound”), Peaks Curative, LLC. (“Peaks”), and Earth Science Foundation, Inc. (“ESF”).

RxCompound is a complete compounding pharmacy 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. Currentlypharmacy. RxCompound is currently licensed to dispensefulfill prescriptions in the statestates of Florida, New York, New Jersey, Delaware, Colorado,Pennsylvania, Rhode Island, Nevada, Colorado, and Arizona. RxCompound is in the application process to obtain licenses in the remaining states in which it is not yet licensed to dispensefulfill 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 thea telemedicine referral site facilitating asynchronous consultations for branded compound medications prepared atfocused on men’s health. Peaks’ orders are exclusively fulfilled by 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 credittheir refills automatically. Currently, Peaks is focused on Men’s health, and, more specifically, ED. The company intends to cover the 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 appliedexpand offerings to cover the Peaks facilitated online doctor consultation.

Peaks’ 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 execute a marketing campaign within the RxCompound dispensing states to increase brand exposure and sales leading to Phase III. Phase III includesinclude over the counter (“OTC”) (non-prescription) products such as supplements and topicals. The OTC products will be custom manufactured or fulfilled through partnered companies under the Peaks brand and offered worldwide.

ESF is a favored entity of ETST,the Company, effectively being a non-profit organization that was incorporated on February 11, 2019, and is structured to accept grants and donations to help those in need of assistance in paying for prescriptions.

Note 2 — Summary of Significant Accounting Policies

Basis of presentation

The Company’s accounting policies used in the presentation of the accompanying consolidated financial statements conform toare prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and have been consistently applied.

pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Principles of consolidation

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

The Company’s acquisition of RxCompound was consummated on November 8, 2022, along with Peaks; however, RxCompound completed its PCAOB audit after the fiscal quarter that subsequently to period ended December 31, 2022, completed on February 3, 2023 (see Note 4, Related Party Balance and Transactions and Note 8, Subsequent Events)(“Acquisition Date”).

All intercompany balances and transactions Operating results of subsidiaries have been eliminated on consolidation.consolidated according to their acquisition dates. No intercompany transactions and balances were identified.

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.

period. The Company’sareas requiring significant estimates are impairment of goodwill, provision for taxation, useful life of depreciable assets, useful life of intangible assets, contingencies, and assumptions include the fair value of financial instruments; the accrual of the legal settlement, the carrying value recoverabilitygoing concern assessment. The estimates 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 since there are uncertainties attached to those estimates or assumptions, and certain estimates orunderlying assumptions are difficult to measure or value.

Management bases its estimatesreviewed 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.an ongoing basis. Actual results could differ from those estimates.

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

The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC’) 360 to evaluate its long-lived assets. The Company’s long-lived assets, which include property, 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 assets, if any, are included in operating expenses.

Cash and cash equivalents

The Company considersCash and cash equivalents include all highly liquid investmentsdebt instruments with a maturityoriginal maturities of three months or less to bewhich are not securing any corporate obligations. As of June 30, 2023, and June 30, 2022, the Company held a cash balance of $91,989and cash equivalents.$35,756, respectively.

Related parties

The Company follows ASC 850850-10, Related Parties, for the identification of related parties and disclosure of related party transactions.

Pursuant to this ASCSection 850-10-20, the related parties include a)include: (a) affiliates of the Company; b)Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; c)(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)(d) principal owners of the Company; e)(e) management of the Company; f)(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)(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 implements ASC 606, Revenue from Contracts with Customers for revenue recognition. Althoughis recognized at the new revenue standard is expectedpoint in time the funds to have an immaterial effect, if any, on the Company’s ongoing net income, management did implement changes to the 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 providedcomplete sale are recorded 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 the company’s clients in an amount that reflects the consideration to which management expects to be entitled in exchange for those goods and services. To achieve this core principle, management 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.bank account.

Inventories

The Company did not hold any inventories during 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 February 3, 2023, (see Note 4, Related Party Balance and Transactions and Note 8, Subsequent Events). The Company will havehas its inventories stated at the lower of cost or market using the(on first in, first out (FIFO) method after the period ended December 31, 2022.method) or market value basis. A reserve will beis established if necessary to reduce excess or obsolete inventories to their realizable value. The stated cost consists of bulk ingredients used to compound finished products as well as finished products. Reserves, if necessary, are recorded to reduce inventory to market value based on assumptions about consumer demand, current inventory levels and product life cycles for the various inventory items. These assumptions are evaluated annually and are based on the Company’s business plan and from feedback from customers and the product development team.

Cost of SalesRevenues

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

Shipping and Handling Costs

TheCosts incurred by the Company accountsfor shipping and handling are included in costs to customers as cost of revenue.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 followsaccounts for income taxes under ASC 740, in accountingIncome Taxes. Under ASC 740, deferred tax assets and liabilities are recognized for income taxes.the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are determined based onmeasured using enacted tax rates expected to apply to taxable income in the estimated future tax effects of net operating loss carry forwards andyears in which those temporary differences between theare expected to be recovered or settled. The effect on deferred tax bases of assets and liabilities and their respective financial reporting amounts measured atof a change in tax rates is recognized in income in the current enactedperiod, which includes the enactment date. Deferred tax rates. The Company recordsassets are reduced by a valuation allowance for itswhen, in the opinion of management, it is more likely than not that some portion of or all the deferred tax assets when management concludes thatwill not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

ASC 740 contains a two-step approach to recognizing and measuring uncertain tax positions. This first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is not more likely those assetsthan not that the position will be recognized.sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately anticipate actual outcomes.

The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.settlement. As of December 31, 2021,June 30, 2023, the Company has not recorded any unrecognized tax benefits.

Interest and penalties related to liabilities for uncertain tax positions will be charged to interest and operating expenses, respectively. The Company has net operating loss carryforwards (NOL) for income tax purposes of approximately $6,150,613. This loss is allowed to be offset against future income until the year 2039 when the NOL’s will expire.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 September 30,March 31, 2022. There was noThe change in the valuation allowance for the periodsfiscal quarters ended December 31,June 30, 2023, and 2022, was an increase of $0and 2021.$0

, respectively.

Internal Revenue Code Section 382 (“Section 382”) imposes limitations on the availability of a company’s net operating losses after certain ownership changes occur. The Section 382 limitation is based upon certain conclusions pertaining to the dates of ownership changes and the value of the Company on the dates of the ownership changes. It was determined that an ownership change occurred in October 2013 and March 2014. The amount of the Company’s net operating losses incurred prior to the ownership changes are limited based on the value of the Company on the date of the ownership change. Management has not determined the amount of net operating losses generated prior to the ownership change available to offset taxable income subsequent toafter 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 arecalculation is determined by dividing net results from operations by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

AsFor the fiscal quarter ended June 30, 2023, shares issuable upon conversion of December 31, 2022, the Companyconvertible notes were anti-dilutive because of net loss and as such, their effect has no warrants that are anti-dilutive and not been included in the calculation of diluted net loss per share. No dilutive common shares in the comparative year.

Cash flows reporting

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

Goodwill

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination. Goodwill is reviewed for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may be impaired. In conducting its annual impairment test, the Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If factors indicate that the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative assessment and the fair value of the reporting unit is determined by analyzing the expected present value of future cash flows. If the carrying value of the reporting unit continues to exceed its fair value, the fair value of the reporting unit’s goodwill is calculated and an impairment loss equal to the excess is recorded. As of June 30, 2023, the Company recognized goodwill on the acquisition of its wholly owned subsidiaries; RxCompound and Peaks.

Stock based compensationBased Compensation

The Company followsapplies the fair value method of ASC 718, Compensation-Stock Compensation, in accounting for its stock-based compensation to employees.compensation. These standards 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.period, if any. The Company values stock-based compensation atuses the market priceBlack-Scholes option pricing model to determine the fair value of its stock, stock option and warrant issuance. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s common stock price, as well as assumptions regarding a few complex and subjective variables. These variables include the Company’s expected stock price, volatility over the term of the awards, actual employee exercise behaviors, risk-free interest rate and expected dividends. The company has no stock-based commitments outstanding as of the date in which the obligation for payment of service is incurred.June 30, 2023, and 2022.

Fair Value

FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:

Level 1 — Quoted market prices for identical assets or liabilities in active markets or observable inputs;

Level 2 — Significant other observable inputs that can be corroborated by observable market data; and

Level 3 — Significant unobservable inputs that cannot be corroborated by observable market data.

The carrying amounts of cash, accounts payable and other liabilities, accrued expenses and settlement payable approximate fair value because of the short-term nature of these items.

The fair value of the Company’s debt approximated the carrying value of the Company’s debt as of June 30, 2023, and June 30, 2022. Factors that the Company accounts for transactions in which services are received from non-employees in exchange for equity instruments based onconsidered when estimating the fair value of its debt included market conditions, liquidity levels in the equity instrument exchangedprivate placement market, variability in accordance with ASC 505-50.pricing from multiple lenders and terms of debt.

Property and equipment

Property and equipment are recordedstated 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 Plantcost. Expenditures for maintenance and Equipment

The cost of repairs and maintenance is expensedare charged to earnings as incurred; major replacementsadditions, renewals and improvementsbetterments are capitalized. When assetsproperty and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any resulting gainsgain or losses areloss is included in operations. Depreciation on equipment is charged using a straight-line method over the estimated useful life of 5 years.

Recently issued accounting pronouncements

We have considered the impact of the following pronouncements:

In AugustFebruary 2016, the Financial Accounting Standards Board (“FASB”)FASB issued Accounting Standards Update (“ASU”) No. 2016-15, Classification of Certain Cash ReceiptsASU 2016-02, Leases (Topic 842), which will require lessees to recognize almost all leases on their balance sheet as a right-of-use asset and Cash Payments. The new standard will changea lease liability. For income statement purposes, 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 paidFASB retained a dual model, requiring leases 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 aseither operating expenses. The guidanceor finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model and the new revenue recognition standard. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. In January 2018, the FASB issued ASU 2018-01, which permits an entity to elect an optional transition practical expedient to not evaluate land easements that exist or expire before the Company’s adoption of Topic 842 and that were not previously accounted for as leases under Topic 840. On May 20, 2020, the FASB voted to delay implementing the new lease standard for non-public organizations, making their new effective date the fiscal year starting after Dec. 15, 2021. The Company adopted this transition provision and provided necessary disclosures.

In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 with early adoption permitted, and will be applied retrospectively.(for “emerging growth companies” beginning after December 15, 2020). The Company does not expect thathas adopted this standard effective from January 1, 2021, and the adoption of this new standard willdid not have a materialany significant impact on itsthe consolidated financial statements.

The FASB recently issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to reduce complexity in applying GAAP to certain financial instruments with characteristics of liabilities and equity. The guidance in ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, which requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In February 2016,addition, the FASB issued Accounting Standards Update No. 2016-02, Leases. This ASU requires lessees to recognize most leases on their balance sheets relatedamendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the rightsissuer’s own stock and obligations createdclassified in stockholders’ equity, by those leases.removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. The amendments in ASU also requires additional qualitative and quantitative disclosures related2020-06 further revise the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the nature, timing and uncertaintyif-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash flows arising from leases.or shares. The guidance isamendments in ASU 2020-06 are effective for public entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early2021, with early adoption is permitted.permitted (for “emerging growth companies” beginning after December 15, 2023). The Company is currently evaluatinghas assessed the impact the adoption of this new standard will have on itsthe Company’s consolidated financial statements. No material adjustments were required.

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

In March 2016,November 2021, the FASB issued Accounting Standardsguidance which requires business entities to disclose information about certain government assistance they receive. The amendments in this 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 wasare 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 consolidatedall entities within their scope for financial statements.

In May 2014, the FASBstatements 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 toannual 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 aspects2021. Early application of the principal- versus-agent guidance, including how anamendments is permitted. An entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principleamendments in this Update either (1) prospectively 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., distinctall transactions within the contextscope of the contract) and allow entities to disregard itemsamendments that are immaterialreflected in financial statements at the contextdate of a contract. The Company continuesinitial application and new transactions that are entered into after the date of initial application or (2) retrospectively to assess the impactthose transactions. We do not expect adoption of 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 impactto result in the timing or amount of revenue recognized.additional disclosures within our Consolidated Financial Statements.

In May 2014,Intangible assets

Intangible assets consist of Peaks telemedicine property, the FASB issued Accounting Standards Update No. 2014-09, Revenue from ContractsCompany’s web properties and goodwill recognized by RxCompound in stand-alone Financial Statements under the push down approach. Intangible assets with Customers. This guidancefinite lives are amortized over the estimated useful life of five years and goodwill is amortized over the estimated life of 10 years. These assets are evaluated for impairment at least on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We assess recoverability by determining whether the carrying value of such assets will supersede Topic 605, Revenue Recognition, in addition to other industry-specific guidance, once effective. The new standard requires a company tobe recovered through the undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we recognize revenue in a manner that depictsan impairment loss based on 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: Deferralexcess of the Effective Date, as a revision to ASU 2014-09, which revisedcarrying amount over 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 aspectsfair value 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.assets.

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 $17,806 and $0 as of December 31, 2022, and December 31, 2021, from its Peaks telemedicine web platform.

Reclassification

No restatement was made in comparative Consolidated Financial Statements. However, Certain amounts from the prior periodyear have been reclassified to conform to the current periodyear presentation.

Note 3 — Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. On December 31, 2022,June 30, 2023, the Company had negative working capital, an accumulated deficit of $30,265,69730,592,692. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

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

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

Note 4 -— Related Party Balances and Transactions

On November 8, 2022,Parties are considered to be related if one party has the ability to control or exercise significant influence over the other party in making financial and operating decisions. Transactions with related parties have been disclosed in debt, acquisition, and officer’s compensation notes. As of June 30, 2023, the Company amended the Purchase Agreement for the Membership Units of the RxCompound and Peaks, dated November 3, 2021. Pursuant to the terms of theAmendment, the parties modified the Purchase Price on the November 3, 2021, agreement such that the Company agreed to issue a cumulative total of 53,700,000 shares of its restricted Common Stock in exchange for all outstanding Membership Units of both RxCompound and Peaks, (see Note 4, Related Party Balance and Transactions).had no related party balances.

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

Note 5 –— Stockholders’ Equity

During the three monthsfiscal quarters ended December 31,June 30, 2023, and June 30, 2022, and 2021, the Company issued 62,600,00018,533,334 and 0 restricted common shares for cash of $316,500110,000 and $0 respectively (see- see ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS).

During the three monthsquarter ended December 31,June 30, 2023, and 2022, and 2021, the Company issued 136,312,44013,406,313 and 0 restrictedunrestricted common shares for debt settlements attwo convertible notes with a fair valuecombined outstanding balance of $724,124385,000 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

From time to time and in the course of business, we may become involved in various legal proceedings seeking monetary damages and other relief. The Company is notamount of the ultimate liability, if any, from such claims cannot be determined. As of the date hereof, there are no legal claims currently pending or, to our knowledge, threatened against us or any of our officers or directors in their capacity as such or against any of our properties that, in the opinion of our management, would be likely to have a party to any material legal proceeding.

adverse effect on our financial position, results of operations or cash flows.

LeaseEmployment and Consulting Agreements

The Company is presentlya party to an employment agreement with its CFO with $750 of compensation on a bi-weekly basis. The agreement is cancelable by either party giving thirty days’ notice. The Company’s CEO, President, and Chief Compliance Officer will not receive compensation until the Company is cash flow positive for 3 consecutive bi-weekly payroll periods. Once the Company has achieved cash flow positive status, the Company’s Board of Directors will renegotiate the CEO, President, and Chief Compliance Officer’s agreements. However, unpaid salary has been disclosed under accrued expenses.

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

Note 7 — Property and Equipment

Schedule of Property And Equipment

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

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

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

Note 8 — Leases

The Company treats a contract as a lease when the contract conveys the right to use a physically distinct asset for a period of time in exchange for consideration, or the Company directs the use of the asset and obtains substantially all the economic benefits of the asset. These leases are recorded as right-of-use (“ROU”) assets and lease obligation liabilities for leases with terms greater than 12 months. ROU assets represent the Company’s right to use an underlying asset for the entirety of the lease term. Lease liabilities represent the Company’s obligation to make payments over the life of the lease. A ROU asset and a lease liability are recognized at commencement of the lease based on the present value of the lease payments over the life of the lease. Initial direct costs are included as part of the ROU asset upon commencement of the lease. Since the interest rate implicit in a lease is generally not readily determinable for the operating leases, the Company uses an incremental borrowing rate to determine the present value of the lease payments. The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar lease term to obtain an asset of similar value.

The Company reviews the impairment of ROU assets consistent with the approach applied for the Company’s other long-lived assets. The Company reviews the recoverability of long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company elected the practical expedient to exclude short-term leases (leases with original terms of 12 months or less) from ROU asset and lease liability accounts.

RxCompoundStore.com, LLC entered into a lease arrangement on May 26, 2022, whereby the subsidiary obtained the possession of the property located at RxCompound’s location at 8950 SW 74^th74th Court Suite 101, Miami, FL, 33156 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.33156. The lease requires monthly payments of $7,0577,453.37 for a term of 36-months plus the single lump sum payment of $40,000 upon execution in June 2022. The facility consists in two offices, a sterile compounding cleanroom, a cooking room, a reception area, a fulfillment area, and storage for inventory. The lease agreement does not contain any significant residual value guarantees or restrictive covenants but does contain a 3-year renewal option. The Company treated this lease arrangement as an operating lease and recognized right of use asset and lease liability accordingly.

Supplemental balance sheet information related to leases were as follows:

Schedule of Supplemental Balance Sheet Related to Leases

The components of lease cost were as follows:

Schedule of Lease Cost

Lease term and discount rate were as follows:

Note 79 — Balance Sheet and Income Statement FootnotesIntangible Assets

AIntangible assets, consisted of the following:

Schedule of Intangible Assets

cNOTE 10- GOODWILLcounts receivable represent normal trade obligations from customers that are subject to normal trade collection terms, without discounts or rebates. If collection is expected

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in one year or less, they are classified as current assets. If not, they are presented as non-current assets. Notwithstanding these collections,the business combinations. On November 08, 2022, the Company periodically evaluatesacquired 100% of the collectabilityoutstanding equity shares of accounts receivableRxCompoundStore.com, LLC and considersPeaks Curative, LLC against the need to establishshare exchange consideration and recognized Goodwill.

SCHEDULE OF GOODWILL

The Company conducted an allowance for doubtful debts based upon historical collection experienceimpairment test as of June 30, 2023, and specifically identifiable information about its customers.no indication of impairment was identified.

Note 11 — Accounts Payable and Accrued Expenses

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 cycleaccrued expenses consisted of the business if longer). If not, they are presented as non-current liabilitiesfollowing:

Schedule of Accounts Payable and Accrued Expenses 

Accrued expenses

As of June 30, 2023, accounts payable included inventory under net 30 terms of $86,183106,025 as, prior auditor fees of December 31, 2022, mainly represent $67,41039,804 in , RxCompound credit card balance of $30,327, and other payables of $3,582.

As of June 30, 2023, accrued expenses included interest payable of $9,889 accrued payroll for the company’s CEO and CFO, and the remainder for accrued interest on Notes Payable.

General and administrative expenses wereof $5,59967,863 and $61,526 for December 31, 2022, and 2021 respectively. For the three months ended December 31, 2022, $2,236 was employee compensation, $1,032 internet and computer expenses, and the remainder was on miscellaneous expenses.

Professional fees were $22,233 for the three months ended December 31, 2022. For the three months ended December 31, 2022, there were $9,500 in auditor fees, $6,200 in consulting fees, $5,000 in SEC legal fees and the remainder were miscellaneous fees.

Other income was $146,739 for the three months ended December 31, 2022, from a debt settlement, (see November 8, 2022, 8-K filing).

Interest expense was

As of June 30, 2023, the company recognized unpaid accrued settlement of $(18,321)56,871 and $(2,452)205,000 for three months ended December 31, 2022,against the claims of Rothchild and 2021. Interest expense for three months ended December 31, 2022,Strongbow Advisors. Rothchild’s last payment will be made in August 2023 to fully satisfy the settlement. Strongbow Advisors’ accrued settlement of $220,000 with a maturity date of May 29, 2023, was mainly due to Convertible Notes II and I (“VCAMJI Irrevocable Trust Convertible Note I” and VCAMJI Irrevocable Trust Note II”) and Revolving Promissory Note (“Issa El-Chelkh Revolving Promissory Note”)amended on the maturity date, having its payment terms rescheduled. The new terms are as follows: payment of $15,000 upon execution of amended terms, followed by a 41-month period of installment payments of $5,000, (see Item 2, Liquidity and Capital Resources)commencing from September 01, 2023.

Note 812 — Debts

Notes payable and loans payable consisted of the following:

Schedule of Notes and Loans Payable

(1) SBA Loan

On July 27, 2020, the Holding Company executed a secured loan with the U.S. Small Business Administration (SBA) under the Economic Injury Disaster Loan program in the amount of $106,800. The loan is secured by all tangible and intangible assets of the Company and payable over 30 years at an interest rate of 3.75 % per annum. Installment payments, including principal and interest, totaling $521.00 monthly, will begin twelve (12) months from the date of the Note, with the first payments applied to accumulated accrued interest.

On April 01, 2021, RxCompound executed a secured loan with the U.S. Small Business Administration (SBA) under the Economic Injury Disaster Loan program in the amount of $108,700. The loan is secured by all tangible and intangible assets of the Company and payable over 30 years at an interest rate of 3.75 % per annum. Installment payments, including principal and interest, totaling $530.00 monthly, will begin twelve (12) months from the date of the Note, with the first payments applied to accumulated accrued interest.

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

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

 Schedule of Aggregate Future Long Term SBA Loan Payments

(2) Revolving Promissory Note

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

(3) Promissory Note I:

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

4) Opening Debt Obligations:

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

Note 13 — Subsequent Events

On February 3,The Company has evaluated subsequent events through July 26, 2023, which is the Company received RxCompound’s audited financials pursuantdate the financial statements were issued, and has concluded that no such events or transactions took place which would require adjustment to or disclosure in the previously announced Purchase and Sale Agreement dated November 8, 2022, andfinancial statements, except for the purposes set forth therein, the seller of RxCompound entered into a Purchase and Sale Agreement, pursuant to which the Company agreed to acquire the Seller.following:

TheOn July 15, 2023, Wendell Hecker resigned from his role as Chief Financial Officer (“CFO”) position with the Company. His resignation was not from a result of any disagreement with the Company received an email on February 9,or any other entity or any matter relating to the operations, policies (including accounting or financial policies) or practices of the Company.

On July 17, 2023, from the Autorité des Marchés Financiers (“Board of Directors of the AMF”) with a complaint, in French dated January 23, 2023. The Complaint alleges thatCompany appointed Gabrielle Schuster as the Company’s former CEO, Dr. Michele Aube, improperly raised capital for the CompanyCFO, succeeding Wendell Hecker. Gabrielle Schuster will receive eight hundred seven dollars and is claiming Forty Thousand Dollars in damages. Dr. Aube resigned in 2019. The Company has retained legal counsel in Quebec and will vigorously defend this claim.

seventy cents bi-weekly.

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

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

The following discussion should be read in conjunction with the company’s unaudited consolidated financial statements and related notes and other financial data included elsewhere in this report. See also the notes to the Company’s consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s Registration Statement filed on Form 10-12g and the Company’s Annual Report filed on Form 10-K for the fiscal year ended March 31, 2022,2023, as well as the Company’s Quarterly report filed on Form 10-Q for the period ending September 30,fiscal quarter ended December 31, 2022.

OVERVIEW

The Company is a holding entity set to acquire companies with its current focus in the health and wellness industry. The Company is presently in compounding pharmaceuticals and telemedicine through its wholly owned subsidiaries RxCompoundStore.com, LLC. (“RxCompound”),RxCompound, Peaks, Curative, LLC. (“Peaks”), and Earth Science Foundation, Inc. (“ESF”).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 dispensefulfill prescriptions in the statestates of Florida, New York, New Jersey, Delaware, Colorado, Rhode Island, Pennsylvania, Nevada, and Arizona. RxCompound is in the application process to obtain licenses in the remaining states in which it is not yet licensed to dispense prescriptions. Furthermore, RxCompound recently obtained its hazardous room to compound hormonal creams within the month of December 2022 and is anticipated to havehad its sterile compounding room operational earlyapproved to operate in late May 2023 to provide sterile products for injection.

Peaks is the telemedicine referral site facilitating asynchronous consultations for branded compound medications prepared at RxCompound. Peaks is currently positioned to prescribe to all 50 states utilizing Smart Doctorsthird-party 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 licensesbecomes licensed 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 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 consultation.

Peaks’ 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 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 such as supplements and topicals. The OTC products will be custom manufactured or fulfilled through partnered companies under Peaks brand and offered worldwide.

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

Critical Accounting Policies and Estimates

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

Basis of Presentation

The Company’s accounting policies used in the presentation of the accompanying consolidated financial statements conform toare prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and have been consistently applied.pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Principles of Consolidation

The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiaries. The subsidiaries includeRxCompound, Peaks, and ESF (all intercompany balances and transactionsESF.

The Company’s acquisition of RxCompound was consummated on November 8, 2022, along with Peaks; however, RxCompound completed its PCAOB audit on February 3, 2023 (“Acquisition Date”). Operating results of subsidiaries have been eliminated on consolidation).consolidated according to their acquisition dates. No intercompany transactions and balances were identified.

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.

period. The Company’sareas requiring significant estimates are impairment of goodwill, provision for taxation, useful life of depreciable assets, useful life of intangible assets, contingencies, and assumptions include the fair value of financial instruments; the accrual of the legal settlement, the carrying value recoverabilitygoing concern assessment. The estimates 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 since there are uncertainties attached to those estimates or assumptions, and certain estimates orunderlying assumptions are difficult to measure or value.

Management bases its estimatesreviewed 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.an ongoing basis. Actual results could differ from those estimates.

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

The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC’) 360 to evaluate its long-lived assets. The Company’s long-lived assets, which include property 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.

Cash and Cash Equivalents

The Company considersCash and cash equivalents include all highly liquid investmentsdebt instruments with a maturityoriginal maturities of three months or less to bewhich are not securing any corporate obligations. As of June 30, 2023, and June 30, 2022, the Company held a cash balance of $91,989 and cash equivalents.$35,756, respectively.

Related Parties

The Company follows ASC 850850-10, Related Parties, for the identification of related parties and disclosure of related party transactions.

Pursuant to this ASCSection 850-10-20, the related parties include a)include: (a) affiliates of the Company; b)Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; c)(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)(d) principal owners of the Company; e)(e) management of the Company; f)(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)(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 implements ASC 606, Revenue from Contracts with Customers for revenue recognition. Althoughis recognized at the new revenue standard is expectedpoint in time the funds to have an immaterial effect, if any, on the Company’s ongoing net income, the Company did implement changes to the 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 providedcomplete sale are recorded 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 the Company’s clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services. To achieve this core principle, the Company will 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 as the Company satisfies a performance obligation.

The Company recognizes its retail store revenue at point of sale, net of sales tax.company’s bank account.

Inventories

The Company did not hold any inventories during the period ended December 31, 2022. During the Period ended December 31, 2022, the Company’s operating entity Peaks fulfills its sales directly through RxCompound, owned by the Company, but did not complete its PCAOB audit dur9ng the period ended December 31, 2022. RxCompound completed its PCAOB audit subsequently to the period ended December 31, 2022, on February 3, 2023, (see Note 4, Related Party Balance and Transactions and Note 8, Subsequent Events). The Company will havehas its inventories stated at the lower of cost or market using the(on first in, first out (FIFO) method subsequently to the period ended December 31, 2022.method) or market value basis. A reserve will beis established if necessary to reduce excess or obsolete inventories to their realizable value. The stated cost consists of bulk ingredients used to compound finished products as well as finished products. Reserves, if necessary, are recorded to reduce inventory to market value based on assumptions about consumer demand, current inventory levels and product life cycles for the various inventory items. These assumptions are evaluated annually and are based on the Company’s business plan and from feedback from customers and the product development team.

Cost of SalesRevenues

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

Shipping and Handling Costs

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

Research and Development

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.

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 arecalculation is determined by dividing net results from operations by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

AsFor the fiscal quarter ended June 30, 2023, shares issuable upon conversion of December 31, 2022, the Companyconvertible notes were anti-dilutive because of net loss and as such, their effect has no warrants that are anti-dilutive and not been included in the calculation of diluted net loss per share. No dilutive common shares in the comparative year.