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

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

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Indicate by check mark whether the issuer (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.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

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

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Registrant’s most recently completed fiscal year (March 31, 2023) was approximately $10,173,999.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

The number of shares of Common Stock, $0.001 par value, outstanding on ~~September 28, 2021~~March 31 2023, was ~~53,183,056.~~282,611,083.

~~Explanatory Note:~~ The purpose of this Amendment No. 1 to the report on Form 10-K for the period ended March 31, 2021, is to include disclosure of information required for Item 9A contained herein, pursuant to Regulation S-K Item 307, regarding management’s assessment and conclusions regarding the effectiveness of the Company’s disclosure controls and procedures that were not fully made on the original annual report filed on September 28, 2021. Because of the new receiver that was judicially appointed on August 27, 2021, certain additional weaknesses to the Company’s disclosure controls and procedures that naturally follow the internal controls over financial reporting became clear to management with the benefit of hindsight, as it complied with the requirements of Regulation S-K, Item 307 in preparing this Amendment No. 1. It was necessary to describe the subsequent events surrounding the prior receiver and the new receiver, in order to fully explain the evaluation made as of March 31, 2021. No changes have been made in this Amendment No. 1 to the financial statements filed with the annual original report.

This Amendment No. 1 continues to speak as of the date of the original Form 10-K for the year ended March 31, 2021, and we have not updated or amended the disclosures contained herein to reflect events that have occurred since the filing of the original Form 10-K, or modified or updated those disclosures in any way other than as described in the preceding paragraphs. Accordingly, this Amendment No. 1 should be read in conjunction with our filings made with the SEC subsequent to the filing of the original Form 10-K made on September 28, 2021.

We file annual, quarterly, and current reports, proxy statements and other information required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the Securities and Exchange Commission (the “SEC”). You may read and copy any document we file with the SEC at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549, U.S.A. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from the SEC’s internet site at http://www.sec.gov.

On our Internet website, http://www.earthsciencetech.com, we post the following recent filings as soon as reasonably practicable after they are electronically filed with or furnished to the SEC: our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.

When we use the terms “ETST”, “Company”, “we”, “our” and “us” we mean Earth Science Tech, Inc., a ~~Nevada~~Florida corporation, and its consolidated subsidiaries, taken as a whole, as well as any predecessor entities, unless the context ~~otherwise indicates.~~indicates otherwise.

This Annual Report on Form 10-K, the other reports, statements, and information that the Company has previously filed with or furnished to, or that we may subsequently file with or furnish to, the SEC, and public announcements that we have previously made or may subsequently make include, may include, or may incorporate by reference certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by that Act. To the extent that any statements made in this report contain information that is not historical, these statements are essentially forward-looking. Forward-looking statements can be identified ~~by the use of~~using words such as “anticipate”, “estimate”, “plan”, “project”, “continuing”, ~~“on going”~~“ongoing”, “expect”, “believe”, “intend”, “may”, “will”, “should”, “could”, and other words of similar meaning. These statements are subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, marketability of our products; legal and regulatory risks associated with OTC Markets; our ability to raise additional capital to finance our activities; the future trading of our common stock; our ability to operate as a public company; our ability to protect our proprietary information; general economic and business conditions; the volatility of our operating results and financial condition; our ability to attract or retain qualified senior management personnel and research and development staff; and other risks detailed from time to time in our filings with the SEC, or otherwise.

Information regarding market and industry statistics contained in this report is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not undertake any obligation to publicly update any forward-looking statements. As a result, investors should not place undue reliance on these forward-looking statements.

Earth Science Tech, Inc. (“ETST” or the “Company”) was incorporated under the laws of the State of Nevada on April 23, 2010, ~~under the name Ultimate Novelty Sports Inc. The Company provided consulting services~~and subsequently changed its domicile to the ~~athletic facilities industry and offered a full range~~State of ~~consulting services, including start-up strategy development, membership pricing and management, operational analysis, marketing and public relations and staff training.~~

~~On May 6, 2010,~~Florida on June 27, 2022. As of November 8, 2022, the Company ~~formed~~is a ~~wholly owned subsidiary, Ultimate Novelty Sports Inc., an Ontario, Canada Corporation (“UNSI Canada”). On October 30, 2013, pursuant~~holding entity set to ~~a sale of subsidiary agreement (the “Sale of Subsidiary Agreement”) the Company sold all of the capital stock of UNSI Canada to Optimal, Inc., a Nevada corporation.~~

~~On January 29, 2014, the Company entered into a consulting agreement~~acquire companies with Pure Health, Inc. (“Pure”), a Puerto Rican corporation (the “Pure Consulting Agreement”). The purpose of the Pure Consulting Agreement was to retain Pure to consult the Company with regard to the development of health and wellness products as well as nutritional supplements, including idea generation, performing and designing formulations for products to be usedits current focus in the health and ~~nutrition market.~~

~~On March 6, 2014, the~~wellness industry. The Company ~~changed~~is presently in compounding pharmaceuticals and telemedicine through its ~~name from Ultimate Novelty Sports, Inc. to~~wholly owned subsidiaries RxCompoundStore.com, LLC. (“RxCompound”), Peaks Curative, LLC. (“Peaks”), and Earth Science ~~Tech,~~Foundation, Inc. ~~(the “Name Change”~~(“ESF”).

~~On May 28, 2014 the Financial Industry Regulatory Authority (“FINRA”) approved the Name Change and~~RxCompound is a ~~change of trading symbol from UNOV to ETST.~~

On June 6, 2014, the Company filed with the Secretary of State of the State of Nevada Articles of Amendment to the Articles of Incorporation and a Certificate of Designation creating a Preferred A class of stock with 10,000,000 preferred A shares (the “Preferred A Shares”) having a par value of $0.001 per share.

On March 6, 2015, the Company entered into a License and Distribution Agreement (the “I Vape License and Distribution Agreement”) with I Vape Vapor, Inc. a Minnesota corporation (“I Vape”). Pursuant to the I Vape License and Distribution Agreement the Companycomplete compounding pharmacy. RxCompound is currently licensed to ~~I Vape~~fulfill prescriptions in the ~~rights~~states of Florida, New York, New Jersey, Delaware, Pennsylvania, Rhode Island, Nevada, Colorado, and Arizona. RxCompound is in the application process to ~~use~~obtain licenses in the ~~Company’s Ultra-High Grade CBD Rich Hemp Oil~~remaining states in ~~I Vape’s E-Cigarettes within the U.S. As part of the I Vape License and Distribution Agreement, the Company formed Earth Science Tech Vapor One, Inc., a wholly owned Florida corporation subsidiary.~~which it is not yet licensed to fulfill prescriptions.

~~Today, ETST~~Peaks is a ~~biotechnology company~~telemedicine referral site focused on ~~unique nutraceuticals~~men’s health. Peaks’ orders are exclusively fulfilled by RxCompound. Patients who order Peaks via monthly subscription receive their refills automatically. Currently, Peaks is focused on Men’s health, and, ~~bioceuticals designed~~more specifically, ED. The company intends to ~~excel in industries such as health, wellness, nutrition, supplements, cosmetics and alternative medicine~~expand offerings to ~~improve~~include over the quality of life for consumers worldwide. ETST was established to deliver non-prescription nutritional and dietary supplements that help with treating symptoms such as: chronic pain, joint pain, inflammation, seizures, high blood pressure, memory loss, depression, weight management, nausea, aging and overall wellness. This may includecounter (“OTC”) (non-prescription) products such as ~~CBD as a natural constituent of hemp oil, vitamins, minerals, herbs, botanicals, personal care products, homeopathies, functional foods~~supplements and ~~other products. These~~topicals. The OTC products will be ~~in various formulations and delivery forms including capsules, tablets, soft gels, chewables, liquids, creams, sprays, powders, and whole herbs.~~

In particular, ETST focused on researching and developing innovative hemp extracts and making them accessible worldwide. ETST began in this industry with the objective of being a supplier of high quality hemp oil enriched with high-grade CBD. ETST’s primary goal has been to advance different high quality hemp extracts with a broad profile of cannabinoids and additional natural molecules found in industrial hemp and to identify their distinct properties.

On January 11, 2019, the Company entered into an agreement with Aaron Decker, and Derrick West, individuals, pursuant to which the Company will transfer, set over and assign to Mr. Decker and Mr. West 95% of the issued and outstanding shares of common stock of Kannabidioid, Inc. This transfer of KBD and its business places Mr. Decker and Mr. Westcustom manufactured or their corporate nominee in full control of KBD for all purposes, subject to their undertaking aggressively and assiduously to pursue the growth of Kannabidioid, Inc.’s business and to maximize its customer base, product line, and profitability. ETST entered into this agreement because management determined that the opportunities for the growth of its other product lines will require that it deploy its resources on these other product lines such that it’s better to allow another management team to build the KBD business. In allowing another management team to build the KBD business, it is expected that ETST will not only continue to benefit from the sales, but it may also be in a position to benefit from its growth without the necessity of deploying additional resources to realize that growth.

On January 9, 2019, the Company received notice that Strongbow Advisors, Inc. (“Strongbow”), and Robert Stevens (“Stevens”) (Stevens and Strongbow, each or collectively, the “Receiver”) had been appointed by the Nevada District Court, as Receiver for the Registrant in Case No. A-18-784952-C.

The Board of Directors of the Company along with certain other creditors and a majority of the shareholders sought the appointment of the Receiver after finding the Company in imminent danger of losing all of its assets by levy and garnishment to Cromogen Biotechnology Corporation (“Cromogen”), following the issuance by an arbitration panel of an award (the “Award”) in the sum of $3,994,522.50 in favor of Cromogen and the subsequent judicial confirmation of that award, in the matter entitled Cromogen Biotechnology Corporation vs. Earth Science Tech, Inc. (the “Cromogen Litigation”).

The Award consisted of a sum for breach of contract against the Company in the amount of $120,265.00, a sum for costs and fees against the Company in the amount of $111,057.00 and a sum for the claim of tortuous interference and conversion against the Company in the amount of $3,763,200.00. 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 was appealed and the Company was optimistic about its prospects on appeal because of blatant mathematical errors present in the panel’s damage calculations along with its arbitrary and unsupportable basis for determining “lost profits” when all of the evidence that Cromogen provided failed to show that Cromogen had ever been profitable. Further, the relevant precedent case law suggested that “tort claims” would be outside of the purview of the agreement the Company had with Cromogen. Nevertheless, faced with such a large judgment and the imminent danger of insolvency, the Company determined that it was in the best interest of its shareholders and creditors to seek protection under receivership and the appointment of a receiver and on January 9, 2019 Robert L. Stevens and Strongbow Advisors, Inc. (“Stevens” and “Strongbow,” respectively )was/were appointed by the Nevada District Court as Receiver.

As part of the impact of the receivership, the Court issued a Writ of Injunction or “Blanket Stay” covering the Company and its assets during the time that the Company is in receivership. As a result of the “Blanket Stay” the Company’s estate is protected from creditors and interference with its administration is prevented while the Company’s financial issues are being fully analyzed and resolved. As part of this process, creditors were notified and required to provide claims in writing under oath on or before the deadline stated in the notice provided by the Receiver and any claimant that did not provide their claims in writing have been barred from collecting 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.

The appointment of the Receiver was approved unanimously by the Board of Directors and by a majority of the Company’s shareholders. Strongbow and Stevens were selected because of the representations Stevens made regarding his history and philosophy of helping (i)fulfilled through partnered companies restructure and (ii) to execute on their business plans, albeit under a debt and capital structure that allows them to succeed. Stevens and Strongbow represented to the Company’s Board of Directors, management, certain secured creditors and major shareholders that they assist companies by helping them raise the capital needed not only to pay debts, but build and grow their businesses. The Receiver, however, is an agent of the court, and required to act in a manner that is independent and neutral in managing the Company’s operations and in trying to preserve the Company’s value for the creditors and shareholders.

There are a number of possible outcomes to the receivership, including settlement and payment to creditors, reorganization, or liquidation. The intent of the Receiver is to reorganize the Company, pay or settle the Company’s debts and emerge from receivership. If the Receiver is not successful in mitigating the Company’s liabilities, the Company’s results could be materially adversely impacted and the Company may be forced to liquidate its business.

On February 28, 2019, the Company entered into an Equity Financing Agreement (the “GHS Equity Financing Agreement”) and Registration Rights Agreement (the “GHS Registration Rights Agreement”) with GHS Investments LLC, a Nevada limited liability company (“GHS”). Under the terms of the Equity Financing Agreement, GHS agreed to provide the Company with up to $5,000,000 upon effectiveness of a registration statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”).

Following effectiveness of the Registration Statement, the Company had the discretion to deliver puts to GHS and GHS was obligated to purchase shares of the Company’s common stock, par value $0.001 per share based on the investment amount specified in each put notice. Additionally, in accordance with the Equity Financing Agreement, the Company issued GHS a promissory note in the principal amount of $30,000 to offset transaction costs (the “Note”).

On November 8, 2019, the Receiver for the Company filed a motion for preliminary injunction against Majorca Group Ltd. in the 8th Judicial District in Clark County, Nevada on November 7, 2019. The filing requested a show cause hearing whereby the Company was requesting the Court grant it motion to cancel certain shares and class of stock and to nullify certain amendments of the Articles of Incorporation. Specifically, the Company asked that Majorca Group Ltd. be restricted from selling, transferring, converting, encumbering, hypothecating, obtaining loans against or in any fashion or in any way transferring their shares of common and preferred stock in the Company. Additionally, the motion sought a Freezing Injunction over any broker, bank, any financial institution, attorney, or agent holding shares of the Company as well as any proceeds from shares of the Company.

On January 27, 2020 Earth Science Tech, Inc., a Nevada corporation (the “Company”) reached a confidential settlement with Majorca Group, Ltd (“Majorca”). The Receiver was to withdraw its motion for injunction over the Majorca common and preferred shares. Under the terms of the Settlement Agreement, Majorca Group, Ltd. returned 18,000,000 common shares and 5,200,000 Series A Preferred Stock held by Majorca for cancellation. The Receiver represented to management that he intended to reissue the Series A Preferred Stock to Mr. Tabraue, the Company’s President, however in subsequent filings with the Commission he stated that the Series A Preferred Stock class would be cancelled completely and, as discussed herein, with the recent discharge and removal of Stevens and Strongbow and their replacement by the Nevada District Court with William Leonard, this issue remains unresolved at this time. The remaining 6,520,000 common shares held by Majorca is subject to lockup agreement and thereafter, sales are made pursuant to a 10b5 plan on file with a broker dealer.

The matter arose after management had identified an attractive acquisition candidate for which a share exchange was being proposed that would have resulted in it becoming a wholly owned subsidiary of the Company. The target company understandably did not wish to enter into a transaction of this nature while the Company remained in receivership and needed to know what legacy issues were left to be addressed. In order to proceed and delineate a path out of receivership for the acquisition target to consider a transaction with the Company, it was first necessary to know what the outstanding administrative and other liabilities were, and then to develop a plan to address them, whether it be by raising capital to pay them off, issuing shares in exchange or by mutual agreement with the creditors’ to reduce the amount that they were due or a combination of all three. After continually requesting this information without success, the Company’s President engaged counsel personally to help him. This was marginally successful and in November of 2020, the Receiver provided invoices through February, 2020. However, this left nine months of potentially billable time that remained unaccounted for in any definitive way. What was requested were the amounts that were included in the Company’s books and records (that portion of the liabilities attributable to the administration of the receivership estate) through the last quarterly filing and the period of time since that filing to the current date. Management, understanding that it would be necessary to address all potential liabilities in order to be able to begin negotiating terms of a stock based acquisition also recognized that the same was true in order to emerge from receivership. It was clear that the Company could not hope to exit receivership unless and until these potential liabilities were addressed and that it was an absolute necessity to have this information in order to structure a transaction with an acquisition target.

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.

Prior to and while the Company was initially in receivership it has held the position as offering some of the highest-grade full spectrum cannabinoid oil on the market. There are positive results in studies on breast cancer and immune cells conducted through the University of Central Oklahoma, in addition to studies through DV Biologics that prove the Company’s CBD oil formulation lowers cortisol and functions as a neuro-protectant, with positive results in case studies through key health organizations. ETST was successful in the CBD market as it formulated, marketed and distributed the CBD oil used for its studies to the public, offering what it believed to be the most effective quality CBD on the market.

When the Company entered into receivership, it was with the understanding that management would be allowed to continue with its operations as they had been conducted (operations that had led to continually increasing sales prior to receivership), however what transpired in practice was different and led to a divergence between what management believed was in the best interests of the Company and its shareholders and what the Receiver was willing to allow.

The Receiver entered into a financing agreement with GHS Investments, LLC that involved the filing of a Registration Statement on Form S-1 for the Company. Management understood that the Receiver was filing the S-1 so that it could increase its sales / earnings so that it would be in a position to pay any claims and costs of the receivership out of a larger base of earnings rather than simply using proceeds from the S-1 to cover the administrative costs of receivership. The filing of this S-1 meant that the Company was in a “quiet period” from the time of filing until the U.S. Securities & Exchange Commission (“SEC” or “Commission”) declared it “effective.” During the quiet period the Company needed to be extremely careful in any of its press releases to keep strictly to facts in order to avoid potential claims by the SEC that the Company was “conditioning the market.” Initially, the Receiver was unwilling to allow management to raise the additional funds needed while the Company remained in the quiet period. However the quiet period itself, also made it very difficult for the Company to raise the capital needed, particularly given the length of time it took for the S-1 to be declared effective. This was capital that was needed to not only meet its litigation costs for the Cromogen matter but also to cover the added expenses of receivership, which were substantial. This, in turn, left less and less capital available for advertising, sales personnel and new inventory; and as a result, sales began a steady decline. The Form S-1 was filed in March of 2019 and after 6 months it was still not effective so the Receiver asked the attorney that had originally worked with the Company to take over and it was declared effective approximately 6 weeks later. However by that time, the Company’s sales were also declining because there were not funds available to pay for additional inventory and by this time both the price of the Company’s common stock and its trading volume had also diminished significantly. This compounded the issue because of the way that the financing was structured, the financing agreement had the amount of funds available in tranches based upon the recent price and volume levels and as a result of both declining through the quiet period and the length of the quiet period, the Company didn’t have the amounts available to it in tranches that it would have had when the S-1 was first filed. Nevertheless, even with a modest amount available from the first tranche, management presented the Receiver with a “use of funds” that involved spending on advertising, marketing, developing wider brand recognition and much needed inventory. It was designed to, and management believed would, not only help increase sales but also be well received in the market, which in turn, would have increased the funds available to the Company under subsequent tranches of financing. The Receiver was not willing to allow management to execute on its planned use of funds, instead giving instructions to sell more of certain items that were still in inventory, and refusing to order other items.

The Company was in need of additional financing however and without knowing what the total administrative liabilities were, management recognized that it would be unable to move forward, either out of receivership or in pursuing an acquisition or both. Further without a clear plan to exit receivership, investors were too apprehensive to consider investing in the Company. However, assuming that financing was not an issue facing the Company, after emerging from receivership, the process of rebuilding its CBD sales would be a time consuming process that would require the additional capital to cover overhead costs while Sales were rebuilt. This prompted management to begin looking for alternatives to build shareholder value at a rate that avoids lengthy periods of losses while rebuilding critical mass in its CBD sales. After evaluating certain alternatives, management determined that the best course of action to avoid the negative impact that a period of losses would have would be best accomplished through strategic acquisitions. That is, acquisitions that would bring in substantial revenue and earnings.

Ultimately in mid 2020, an acquisition candidate that was in a related business was identified that had worldwide brand recognition however, it was still not going to be possible to structure an acquisition until all of the administrative liabilities of the receivership had been determined / verified, accepted/approved and any plan necessary to manage them had been adopted.. The target company understandably did not wish to enter into a transaction of this nature while the Company remained in receivership and needed to know what legacy issues were left to be addressed. In order to proceed and delineate a path out of receivership for the acquisition target to consider a transaction with the Company, it was first necessary to know what the outstanding administrative and other liabilities were, and then to develop a plan to address them, whether it be by raising capital to pay them off, issuing shares in exchange or by mutual agreement with the creditors’ to reduce the amount that they were due or a combination of all three.

After months of requesting the total amount of outstanding administrative and other liabilities from the Receiver and finally with the assistance of independent legal counsel, the Company’s President still had only been able to gather information through February 2020. This was insufficient and not only meant that the Receiver did not have a reorganization plan and path for the Company to emerge from receivership, it meant that the Company was not going to be able to benefit from a particularly promising acquisition opportunity that had been presented. Further, without a plan to emerge from receivership or any indication how much of any funds that might be secured for the Company, would be used to advance revenue producing activities or to pay old liabilities, management was unwilling to ask investors to make additional investments in the Company. Then when discussing the need for funding to ensure that the Company could continue trading on OTC Markets as a fully reporting company under the ~~Exchange Act, on January 19, 2021 one of the Company’s largest shareholders decided to intervene~~Peaks brand and ~~commence the litigation against the Receiver by way of a notice of motion and motion to intervene.~~offered worldwide.

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.

~~Earth Science Foundation (“ESF”)~~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 ~~conduct further studies and~~ help ~~donate ETST’s effective CBD products to~~ those in ~~need.~~need of assistance in paying for prescriptions.

~~ETST has changed its immediate focus from researching~~The Company operates as a holding entity with a presence in the telehealth and ~~developing innovative hemp extracts and making them accessible worldwide; with plans to be a supplier of high quality hemp oil enriched with high-grade CBD.~~compounding pharmaceutical sectors. Its primary ~~goal had been~~objective is to ~~advance different high quality hemp extracts with~~deliver contemporary and personalized health and wellness medications to patients. These offerings primarily target chronic conditions, which often require recurring prescriptions and continuous healthcare support.

Most of the offerings on Peaks’ website are sold to customers on a ~~broad profile of cannabinoids~~subscription basis. Subscription plans provide an easy and ~~additional natural molecules found in industrial hemp and~~convenient way for customers to ~~identify their distinct properties. Initially our missions were to educate~~get the public on the many and varied nutritional and health benefits of CBD-rich hemp oil, to optimize purity in formulation, and to find new product delivery systems. With the decline in CBD sales due to the factors described above, we determined that the most efficient means to increase shareholder value would be the acquisition of a complimentary business that would bring revenues sufficient to support its own operations but that would allow the business to expand and forongoing treatment they need while simultaneously providing the Company with predictability through a recurring revenue stream.

In November 2022, we completed the acquisitions of RxCompound and Peaks. Peaks completed its PCAOB audit on December 30, 2022, and RxCompound on February 3, 2023.

As a consumer-driven healthcare organization, we are required to ~~rebuild~~comply with complex healthcare laws and regulations at both the state and federal level.

Peaks’ marketing strategy relies on a combination of social media and search advertising techniques to reach its ~~CBD business.~~target audience effectively.

RxCompound has garnered a remarkable reputation through positive word-of-mouth, owing to its innovative approaches and unwavering commitment to quality. The ~~opportunity that~~team at RxCompound goes the ~~Company is currently pursuing is the acquisition of JBC Medical Equipment, Inc. together with RxCompoundStore.com, LLC~~extra mile by personally visiting new accounts to ensure a strong foundation and ~~Peaks Curative, LLC.~~ continuously strengthens existing relationships through valuable partnerships.

The ~~acquisition of all three businesses would give the Company the ability to cross-sell among the businesses as well as our current customers. There~~Company’s competitors are also some areas that have been identified in these companies that are at the point where the revenue levels are at a point where allocating minimal incremental expenses in certain product offerings should result in more significant increases in revenue and earnings. The corporate strategy currently is to develop the acquisition plan, structure and terms while the Company’s receivership is wound down so that when it emerges from receivership, it is in a position to execute on the planned acquisitions. As the Company assimilates the new businesses into its operations, it plans to work to raise additional capital necessary to expand on the existing operations and to capitalize on their synergistic opportunities that provide the greatest immediate return on investment (i.e. pick the low hanging fruit), then to continue capitalizing on the opportunities among the companies and to rebuild its CBD sales. Finally it plans to license its Hygee product to a third party, if it is able to negotiate terms that are acceptable.

~~To design and produce CBD enhanced nutraceutical products for sale to the general public. We intend to create high-grade CBD-rich hemp oil and~~ other ~~CBD containing products unique to the current market~~Specialty Compounding Pharmacies in the ~~nutraceuticals industry. We believe that our formulations will set us apart from competing products for promoting~~markets in which the subsidiaries operate and any telehealth platforms specializing in men’s health. We have formulated and produced our initial CBD products, intended for, subject to performance, treating various symptoms of diseases and ailments or for overall health. The Company plans to expand manufacturing and marketing of these CBD products with expansion of products over the next five years.

We seek to take advantage of an emerging worldwide trend to re-energize the production of hemp and to foster its many uses for consumers. Historically cultivated for industrial and practical purposes, hemp is used today for textiles, paper, auto parts, biofuel, cosmetics, animal feed, nutritional supplements, and much more. The market for hemp-based products is expected to increase substantially over the next five years.

Hemp-based CBD is one of at least 80 cannabinoids found in hemp, and is non-psychoactive. Our U.S. based operations oversee our raw material supply chain, raw material processing, product development and manufacturing, and sales and marketing. We will continue to scale-up our processing capability to accommodate new products in our pipeline.

We expect to realize revenue to fund our working capital needs through the sale of finished products and raw materials to third parties. However, in order to fund our drug development efforts, we will need to raise additional capital either through the issuance of equity and/or the issuance of debt. In the event we are unable to raise sufficient additional capital to fund our drug development efforts, we may need to curtail or delay such activity.

We believe our high-grade CBD-rich hemp oil contains the high quality natural CBD because it’s formulated using a wide array of cutting-edge technologies, including super critical extraction process (CO 2), isolation, and micron filtration. Super critical extraction is a gentle approach and the key method in the extraction of our CBD. The method exploits the fact that CO 2 at low temperature and under high pressure becomes liquid and thereby draws the cannabinoids and terpenes from the plant material. Using state-of-the-art equipment, carbon dioxide (CO 2) is compressed to upwards of 10,000 psi. At these extremes CO 2 becomes ‘super critical’ where it retains the properties of both a liquid and a gas at the same time. The cold temperature does not damage any heat-sensitive nutrients like vitamins or enzymes. When the super critical fluid is added to the nutrient-rich hemp it releases the phytonutrients. The CO 2 is then free and recycled, leaving a concentrated and pure extract that we believe is more easily digested. These low temperatures thru the extraction process preserve a broad spectrum of valuable and beneficial molecules that are often lost using other extraction methods. This gentle method permits the production of a purer form of CBD-rich hemp oil while conserving other valuable and beneficial molecules that are originally contained in the hemp plant. We believe that there are over 400 phytonutrients that exist in hemp plants.

Our CBD-rich hemp oil does not contain any synthetic cannabinoids and is not an isolate. It contains everything that is naturally occurring in the original industrial hemp plant. With our high quality CBD-rich hemp oil you benefit from the natural interaction of phytonutrients in their balanced wide-ranging form that may offer the most benefit for overall wellness. Our commercialized CBD based product line, High Grade Full Spectrum Cannabinoids, offers 7 distinct cannabinoids maximizing all the therapeutic benefits the industrial hemp plant has to offer.

Other competitors and companies may use certain methods for extracting hemp including toxic solvents and/or high heat which we believe are unsustainable, dangerous and don’t extract the full balance of nutrients from the industrial hemp plant. One of the most popular processes used to extract hemp oils is alcohol extraction, due to its simplicity and low costs. This may lead to a product that still contains trace amounts of alcohol, as it can be difficult to separate out after extraction. The alcohol extraction used by other companies and our competitors requires the hemp and alcohol mixture to be boiled for long periods of time, potentially damaging sensitive nutrients and important components of the oil. Most companies that claim to be full spectrum only contain 2-5 cannabinoids compared to the 7 we offer in our commercialized batches.

Our CBD-rich hemp oil is sourced from the high quality industrial hemp plants grown by generational family farmers. In order to produce consistent and nutritious CBD-rich oils, these hemp plants are grown domestically currently in Oregon and Kentucky.

We lab test our hemp oil multiple times during the manufacturing process, from seed to shelf. This includes being tested for cannabinoid panel content, terpenoids, pesticides, residual solvents, mycotoxins, and micros.

The Company’s’ subsidiaries include Earth Science Tech Inc., Nutrition Empire LLC., Cannabis Therapeutics, Inc., Earth Science Pharmaceutical Inc., and Earth Science Foundation, Inc. (all intercompany balances and transactions have been eliminated on consolidation.) Provided that we are able to negotiate acceptable terms of acquisition, we plan to acquire JBC Medical Equipment, Inc. together with RxCompoundStore.com, LLC and Peaks Curative, LLC

We are subject to local and federal laws in our operating jurisdictions. We hold required licenses for product production and distribution and monitor changes in laws, regulations, treaties and agreements.

The Agriculture Improvement Act of 2018 known as the “2018 Farm Bill” is United States federal legislation signed into law on December 20, 2018 which provides much of the legal framework for the hemp-based CBD product category. The 2018 Farm Bill permanently removed “hemp” from the purview of the Controlled Substances Act, and accordingly, the Drug Enforcement Administration (the “DEA”) no longer has any claim to interfere with the interstate commerce of hemp products. Some of the immediate impact from this legislation includes the ability for farmers to access crop insurance and U.S. Department of Agriculture programs for certification and competitive grants. While the DEA is now officially not involved in hemp regulation, the FDA retains its authority to regulate ingestible and topical products, including those that contain hemp and hemp extracts such as CBD.

A range of federal regulations govern our product development, manufacturing, distribution, sales and marketing, including the Dietary Supplement Health and Education Act of 1994 (the “DSHEA”). Under DSHEA, supplements are effectively regulated by the FDA for Good Manufacturing Practices under 21 CFR Part 111. DSHEA defines a “dietary supplement” as a product intended to supplement the diet that contains one or more of the following: (a) a vitamin; (b) a mineral; (c) an herb or other botanical; (d) an amino acid; (e) a dietary substance for use by man to supplement the diet by increasing the total dietary intake; or (f) a concentrate, metabolite, constituent, extract, or combination of any ingredient described in clause (a) through (e). Thus, the law permits a wide range of dietary ingredients in dietary supplements, including CBD which is an extract of a botanical ( ~~Cannabis sativa L.~~ ~~plant). CBD also falls under clause (e) as it is a dietary substance for use by man to supplement the diet by increasing the total dietary intake.~~

The user market for CBD products and other nutraceuticals is generally an individual who has a specific health issue where a health advisor or distributor has provided or directed that user to our product. The market for nutraceuticals is subject to many influential factors, but the main issues affecting the market are consumer spending and government regulation.

The nutraceutical industry is subject to significant competition and pricing pressures. We may experience significant competitive pricing pressures as well as competitive products. Several significant competitors may offer products with prices that may match or are lower than ours. We believe that the products we offer are generally competitive with those offered by other supplement and nutraceutical companies; however, we believe that our products are unique and will set themselves apart from competing products. It is possible that one or more of our competitors could develop a significant research advantage over us that allows them to provide superior products or pricing, which could put us at a competitive disadvantage. Continued pricing pressure or improvements in research and shifts in customer preferences away from natural supplements could adversely impact our customer base or pricing structure and have a material and adverse effect on our business, financial condition, results of operations and cash flows.

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.

As of March 31, ~~2021,~~2023, the Company has ~~three (3)~~eight (8) employees. None of our employees are represented by a union or covered by a collective bargaining agreement. We have not experienced any work stoppages, and we consider our relationship with our employees to be good.

~~This investment has a high degree~~A description of ~~risk. Before you invest you should carefully consider~~ the risks and uncertainties ~~described below and the other information in this periodic report. If any of the following risks actually occur,~~associated with our business ~~operating results~~ and ~~financial condition could be harmed and the value~~ownership of our Class A common stock ~~could go down. This means you could lose all or a part of your investment.~~is set forth below. You should carefully consider the risks described below, ~~together with all of~~as well as the other information ~~included~~ in this Annual Report on Form 10-K, including our ~~public filings before making an investment decision with regard to our securities.~~consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The statements contained in or incorporated into this document that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. Ifoccurrence of any of the ~~following~~ events or developments described ~~in these risk factors actually occur,~~below could materially and adversely affect our business, financial condition, or results of operations, ~~could be harmed.~~and growth prospects. In ~~that case,~~such an event, the ~~trading~~market price of our Class A common stock could ~~decline,~~decline. Additional risks and ~~you may lose all or part of your investment. Moreover, additional risks~~uncertainties not presently known to us or that we currently deem ~~less significant~~immaterial may also ~~may impact~~impair our business ~~financial condition or~~operations. This Annual Report on Form 10-K also contains forward-looking statements that involve risks and uncertainties. Our actual results ~~of operations, perhaps materially. For additional information regarding risk factors, see “Forward-Looking Statements.”~~

~~Because we have a limited history of operations, and our other ventures are~~could differ materially from those anticipated in the ~~development stage or not of yet capitalized, we anticipate our operating expenses will increase prior to earning revenue, and we may never achieve profitability:~~

The Company launched its first product hemp products in 2015. As we continue to conduct research and development of other CBD and cannabinoid products, we anticipate increases in our operating expenses, without realizing significant revenues from operations. Within the next 12 months, these increases in expenses will be attributed to the cost of (i) administration and start-up costs, (ii) research and development, (iii) advertising, (iv) legal and accounting fees at various stages of operation, (v) joint venture activities, (vi) creating and maintaining distribution and supply chain channels.

As a result of some or all of these factors in combination, the Company may incur losses in the foreseeable future. There is no history upon which to base any assumption as to the likelihood that the Company will prove successful in its research and development projects. We cannot provide investors with any assurance that our business will attract customers and investors. If we were unable to address these risks our business could fail.

~~Failure to raise additional capital to fund operations could harm our business and results of operations:~~

Our primary source of operating funds from 2015 through the March 31, 2021 fiscal year end has been from revenue generated from proceeds from sales of our CBD products and full spectrum oils powders and gelcaps as well as the sale of our common stock. The Company has experienced net losses from operations since inception, but expects these conditions to improve in 2021 and beyond as it develops its business model. The Company has stockholders’ deficiencies at March 31, 2021 and will require additional financing to fund future operations. Currently, we do not have any firm committed arrangements for financing and can provide no assurance to investors that we will be able to obtain financing when required. No assurance can be given that the Company will obtain access to capital markets in the future or that financing, adequate to satisfy the cash requirements of implementing our business strategies, will be available on acceptable terms. The inability of the Company to gain access to capital markets or obtain acceptable financing could have an adverse effect upon the results of its operations and upon its financial conditions.

~~We may not have the liquidity to support our future operations and capital requirements.~~

Whether we can achieve cash flow levels sufficient to support our operations cannot be accurately predicted. Unless such cash flow levels are achieved, we may need to borrow additional funds or sell debt or equity securities, or some combination thereof, to provide funding for our operations. Such additional funding may not be available on commercially reasonable terms, or at all. If adequate funds are not available when needed, our financial condition and operating results would be materially and adversely affected and we may not be able to operate our business without significant changes in our operations, or at all.

On January 11, 2019, the Company received notice that Strongbow Advisors, Inc., and Robert Stevens had been appointed by the Nevada District Court, as Receiver for the Registrant in Case No. A-18-784952-C.

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 in the sum of $3,994,522.5 million in favor of Cromogen Biotechnology Corporation in the matter entitled Cromogen Biotechnology Corporation vs. Earth Science Tech, Inc.

The Award consisted 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 now been settled for $585,885.90 under terms that involve monthly payments. If we default on the payment terms, the total amount due would be substantially greater, however the Cromogen matter has been resolved to management’s satisfaction.

Although the appointment of the Receiver was approved unanimously by the Board and by a majority of the Company’s shareholders. Strongbow and Stevens were selected because of their representation of their practice and reputation for helping (i) companies restructure and (ii) to execute on their business plans, albeit under a debt and capital structure that allows them to succeed. Stevens and Strongbow assist companies by helping them raise the capital needed not only to pay debts, but build and grow their businesses. A receiver, however, is an agent of the court, and needs be independent and neutral in managing the Company’s operations and trying to preserve the Company’s value for the creditors and shareholders. Notwithstanding the forgoing, when the motion to intervene was initiated by one of the Company’s major shareholders, the Receiver proposed a plan of liquidation to the Court which the Court rejected. As that litigation progressed, what began as a concern about the Receiver’s transparency turned to concerns about that Receiver’s certifications both to the Company’s Auditor and in the Periodic Reports that were filed with the SEC. The Receiver fired the Company’s President and it’s CFO resigned because of requests made by the Receiver that the CFO considered inappropriate. Initially, because of a high six figure invoice presented by the Receiver to covered time periods beginning with the Receiver’s appointment until the time the statement was presented to the court and because there was nobody left in management to evaluate or otherwise challenge its treatment, it was both management and the auditor’s position that restatements of the financialforward-looking statements was going to be required. However, with the discharge and removal of that Receiver and the appointment of Mr. Leonard by the Court Order doing so had the specific direction to the successor receiver to investigate any potential conversion, fraud or embezzlement and to claw-back the same if found, as well as to review the Receiver’s claimed fees and those received as part of his investigation. Management believes that the evidence will support a denial of the most recent statement presented by Stevens and Strongbow, and depending on that outcome and what is determined by the successor receiver, it may not be necessary for the Company to restate its financial statements and amend its periodic reports filed with the SEC.

There are a number of possible outcomes to the receivership, including settlement and payment to creditors, reorganization, or, although management believes it unlikely at this juncture, liquidation. The stated intent of the successor receiver is to reorganize the Company, pay or settle the Company’s debts and emerge from receivership. Management and a number of shareholders were concerned about a lack of transparency in the amount of administrative expenses on the part of the Receiver and as a result ~~a motion to intervene was filed in the Nevada District Court culminating it the discharge and removal~~ of the original Receiver. The Receiver was replaced by William Leonard upon the Order of the Nevada District Court on August 27, 2021. The successor receiver is investigating a number of issues during the period of the prior Receiver’s appointment. If the successor receiver does not mitigate the impact or otherwise settle or restructure the Company’s liabilities, the Company’s results could be materially adversely impacted and the Company may be forced to liquidate its business.

As part of the receivership, the Court issued a Writ of Injunction or “Blanket Stay” covering the Company and its assets during the time that the Company is in receivership. As a result of the “Blanket Stay” the Company’s estate is protected from creditors and interference with its administration is prevented while the Company’s financial issues are being fully analyzed and resolved. As part of this process, creditors were notified and required to provide claims in writing under oath on or before the deadline stated in the notice provided by the Receiver and those claims not made before the deadline were 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.

~~We sell our products in highly competitive markets, which results in pressure on our profit margins and limits our ability to maintain or increase the market share of our services.~~

The nutraceutical industry as well as the durable medical equipment, retail pharmacy and compounding pharmacy businesses are subject to significant competition and pricing pressures. We will experience significant competitive pricing pressures as well as competitive products. Several significant competitors offer products with prices that may match or are lower than ours. We believe that the products we offer are generally competitive with those offered by other supplement and nutraceutical companies. It is possible that one or more of our competitors could develop a significant research advantage over us that allows them to provide superior products or pricing, which could put us at a competitive disadvantage. Continued pricing pressure or improvements in research and shifts in customer preferences away from natural supplements could adversely impact our customer base or pricing structure and have a material and adverse effect on our business, financial condition, results of operations and cash flows.

~~Marijuana, and Cannabinoids and CBD with more than 0.3% THC are illegal under federal law~~

Marijuana, and CBD containing in excess of 0.3% THC are Schedule 1 controlled substances and are illegal under federal law, specifically the Controlled Substances Act (21 U.S.C. § 811). Even in states that have legalized the use of marijuana, its sale and use remain violations of federal law. CBD and cannabinoids derived from industrial hemp are not distinguishable. Although the products we buy are certified as THC free, if there were mistakes in processing or mislabeling and THC were found in our products we could be subject to enforcement and prosecution which would have a negative impact on our business and operation.

The constant evolution of laws and regulations affecting the marijuana industry and the compounding pharmacy as well as rules and regulations affecting the insurance coverage for durable medical equipment (assuming we are successful in our planned acquisitions) could detrimentally affect our operations. Local, state and federal medical marijuana laws and regulations are broad in scope and subject to changing interpretations. These changes may require us to incur substantial costs associated with legal and compliance fees and ultimately require us to alter our business plan. Furthermore, violations of these laws, or alleged violations, could disrupt our business and result in a material adverse effect on our operations. In addition, we cannot predict the nature of any future laws, regulations, interpretations or applications, and it is possible that regulations may be enacted in the future that will be directly applicable to our business.

Our future growth is largely dependent upon our ability to successfully compete with new and existing competitors by developing or acquiring new products that achieve market acceptance with acceptable margins.

Our business operates in markets that are characterized by rapidly changing products, evolving industry standards and potential new entrants. For example, a number of new companies with innovative products, which promise significant health benefits are established every year and are competitive with our products. If these companies gain market acceptance, our ability to grow our business could be materially and adversely affected. Accordingly, our future success depends upon a number of factors, including ~~our ability to accomplish~~ the following: identify emerging trends in our target end-markets; develop, acquire and maintain competitive products; enhance our products by adding innovative features that differentiate us from our competitors; and develop or acquire and bring products to market quickly and cost-effectively. Our ability to develop or acquire new products based on quality research can affect our competitive position and requires the investmentrisks described below. See “Cautionary Note Regarding Forward-Looking Statements.”

Summary of significant resources. These acquisitions and development efforts divert resources from other potential investments in our businesses, and they may not lead to the development of new research or products on a timely basis. New or enhanced products may not satisfy consumer preferences and potential product failures may cause consumers to reject these products. As a result, these products may not achieve market acceptance and our brand image could suffer. In addition, our competitors may introduce superior designs or business strategies, impairing our brand and the desirability of our products, which may cause consumers to defer or forego purchases of our products or services. Also, the markets for our products and services may not develop or grow as we anticipate. The failure of our products to gain market acceptance, the potential for product defects or the obsolescence of our products could significantly reduce our revenue, increase our operating costs or otherwise adversely affect our business, financial condition, results of operations or cash flows.Principal Risk Factors

~~Our current business is dependent on laws pertaining to the cannabis industry:~~

The federal government has issued guidance to federal prosecutors concerning marijuana enforcement under the Controlled Substances Act (CSA). The Cole Memorandum updates that guidance in light of state ballot initiatives that legalize under state law the possession of small amounts of marijuana and provide for the regulation of marijuana production, processing, and sale. The guidance set forth herein applies to all federal enforcement activity, including civil enforcement and criminal investigations and prosecutions, concerning marijuana in all states.

Congress has determined that marijuana is a dangerous drug and that the illegal distribution and sale of marijuana is a serious crime that provides a significant source of revenue to large-scale criminal enterprises, gangs, and cartels. The Department of Justice is committed to enforcement of the Controlled Substance Act (CSA) consistent with those determinations. The Department is also committed to using its limited investigative and prosecutorial resources to address the most significant threats in the most effective, consistent, and rational way. In furtherance of those objectives, as several states enacted laws relating to the use of marijuana for medical purposes, the Department in recent years has focused its efforts on certain enforcement priorities that are particularly important to the federal government:

Risks Related to Peaks and that have also implemented strong and effective regulatory and enforcement systems to control the cultivation, distribution, sale, and possession of marijuana, conduct in compliance with those laws and regulations is less likely to threaten the federal priorities set forth above. Indeed, a robust system may affirmatively address those priorities by, for example, implementing effective measures to prevent diversion of marijuana outside of the regulated system and to other states, prohibiting access to marijuana by minors, and replacing an illicit marijuana trade that funds criminal enterprises with a tightly regulated market in which revenues are tracked and accounted for. In those circumstances, consistent with the traditional allocation of federal-state efforts in this area, enforcement of state law by state and local law enforcement and regulatory bodies should remain the primary means of addressing marijuana-related activity. If state enforcement efforts are not sufficiently robust to protect against the harms set forth above, the federal government may seek to challenge the regulatory structure itself in addition to continuing to bring individual enforcement actions, including criminal prosecutions, focused on those harms.RxCompound Business

As with the Department’s previous statements on this subject, this memorandum is intended solely as a guide to the exercise of investigative and prosecutorial discretion. This memorandum does not alter in any way the Department’s authority to enforce federal law, including federal laws relating to marijuana, regardless of state law. Neither the guidance herein nor any state or local law provides a legal defense to a violation of federal law, including any civil or criminal violation of the CSA. Even in jurisdictions with strong and effective regulatory systems, evidence that particular conduct threatens federal priorities will subject that person or entity to federal enforcement action, based on the circumstances. This memorandum is not intended to, does not, and may not be relied upon to create any rights, substantive or procedural, enforceable at law by any party in any matter civil or criminal. It applies prospectively to the exercise of prosecutorial discretion in future cases and does not provide defendants or subjects of enforcement action with a basis for reconsideration of any pending civil action or criminal prosecution. Finally, nothing herein precludes investigation or prosecution, even in the absence of any one of the factors listed above, in particular circumstances where investigation and prosecution otherwise serves an important federal interest.

As to the Company engaging in business outside of the jurisdiction of the U.S.A., the Company must first assume that the laws in other country(s), territories or destinations are similar to that of the U.S. Federal Government, however, the Company must then retain competent legal counsel in this outside jurisdiction and insisting that they understand and obtain a copy of these foreign laws and rules and should gain the expertise and representation of a foreign specialist or attorney in the foreign destination being considered prior to engaging in any cannabis, marijuana or hemp business.

Our limited operating history and evolving business ~~is subject~~make it difficult to evaluate our current business and future prospects and increase the risk of ~~government action:~~your investment.

While we will use our best efforts to comply with all laws, including federal, state and local laws and regulations, there is a possibility that governmental action to enforce any alleged violations may result in legal fees and damage awards that would adversely affect us.

~~Because our business is dependent upon continued market acceptance by consumers, any negative trends will adversely affect our business operations:~~

Currently, our CBD business is substantially dependent on continued market acceptance and proliferation of consumers of cannabis, medical marijuana and recreational marijuana as well as CBD and full spectrum cannabinoids. We believe that as marijuana becomes more accepted the stigma associated with marijuana use will diminish and as a result consumer demand will continue to grow. While we believe that the market and opportunity in the marijuana space continues to grow, we cannot predict the future growth rate and size of the market. Any negative outlook on the marijuana industry will adversely affect our business operations.

In addition, it is believed by many that large well-funded businesses may have a strong economic opposition to the cannabis industry. We believe that the pharmaceutical industry clearly does not want to cede control of any product that could generate significant revenue. For example, medical marijuana will likely adversely encroach, impact or displace the existing market for the current marijuana pill Marinol, sold by the mainstream pharmaceutical industry. The pharmaceutical industry is well funded with a strong and experienced lobby that eclipses the funding of the medical marijuana movement. Any inroads the pharmaceutical industry could make in halting the impending cannabis industry could have a detrimental impact on our business.

The possible FDA Regulation of cannabis marijuana and CBD, and the possible registration of facilities where cannabis is grown and CBD products are produced, if implemented, could negatively affect the cannabis industry generally, which could directly affect our financial condition:

The FDA has not approved cannabis, marijuana, industrial hemp or CBD derived from cannabis or industrial hemp as a safe and effective drug for any indication. The FDA considers these substances illegal Schedule 1 drugs. As of the date of this filing, we have not, and do not intend to file an IND with the FDA, concerning any of our products that may contain cannabis, industrial hemp or CBD derived from industrial hemp. Further, The FDA has concluded that products containing cannabis, marijuana industrial hemp or CBD derived from industrial hemp are excluded from the dietary supplement definition under sections 201(ff)(3)(B)(i) and (ii) of the U.S. Food, Drug & Cosmetic Act, respectively. Our products are not marketed or sold as dietary supplements. However, at some indeterminate future time, the FDA may choose to change its position concerning products containing cannabis, marijuana, or CBD derived from industrial hemp, and may choose to enact regulations that are applicable to such products, including, but not limited to: the growth, cultivation, harvesting and processing of cannabis and marijuana; regulations covering the physical facilities where cannabis and marijuana are grown; and possible testing to determine efficacy and safety of CBD. In this hypothetical event, our industrial hemp based products containing CBD may be subject to regulation. In the hypothetical event that some or all of these regulations are imposed, we do not know what the impact would be on the cannabis industry in general, and what costs, requirements and possible prohibitions may be enforced. If we are unable to ~~comply with~~expand the ~~conditions and possible costs of possible regulations and/or registration as may be prescribed by the FDA, we may be unable to continue to operate our business.~~

Assuming we are successful in pursuing the acquisition of RxCompoundingStore.com, LLC, and Peaks Curative, LLC, we will also be subject to FDA and other regulatory oversight and regulation related to the products we offer through our compounding pharmacy, the billing through Medicare and Medicaid as to durable medical equipment. In addition it is possible that we may be subject to additional issues becausescope of our ~~common ownership of Peaks Curative and the Pharmacy that supplies the product prescribed. This may result in our inability to realize certain synergies we are hopeful that will exist.~~

On February 14, 2014, the U.S. government issued rules allowing banks to legally provide financial services to state-licensed marijuana businesses. A memorandum issued by the Justice Department to federal prosecutors re-iterated guidance previously given, this time to the financial industry that banks can do business with legal marijuana businesses and “may not” be prosecuted. The Treasury Department’s Financial Crimes Enforcement Network (FinCEN) issued guidelines to banks that it is possible to provide financial services to state-licensed marijuana businesses and still be in compliance with federal anti-money laundering laws. The guidance falls short of the explicit legal authorization that banking industry officials had pushed the government to provide and to date, it is not clear if any banks have relied on the guidance and taken on legal marijuana companies as clients. The aforementioned policy may be administration dependent and a change in presidential administrations may cause a policy reversal and retraction of current policies, wherein legal marijuana businesses may not have access to the banking industry.

In assessing the risk of providing services to a marijuana-related business, a financial institutions may conduct customer due diligence that includes: (i) verifying with the appropriate state authorities whether the business is duly licensed and registered; (ii) reviewing the license application (and related documentation) submitted by the business for obtaining a state license to operate its marijuana-related business; (iii) requesting from state licensing and enforcement authorities available information about the business and related parties; (iv) developing an understanding of the normal and expected activity for the business,offerings, including the ~~types of products to be sold~~number and ~~the~~ type of customers to be served (e.g., medical versus recreational customers); (v) ongoing monitoring of publicly available sources for adverse information about the business and related parties; (vi) ongoing monitoring for suspicious activity, including for any of the red flags described in this guidance; and (vii) refreshing information obtained as part of customer due diligence on a periodic basis and commensurate with the risk. With respect to information regarding state licensure obtained in connection with such customer due diligence, a financial institution may reasonably rely on the accuracy of information provided by state licensing authorities, where states make such information available. These regulatory reviews may be time consuming and costly. Currently we are not licensed and have operated in a manner to avoid the necessity of licensure by not using products containing THC, nevertheless CBD and cannibnoids are still part of the cannabis plant and as such are considered schedule 1 drugs, as such many banks will not transact business with us. We have been successful to date in finding merchant credit card processing and a bank that will do business with us. If either of them decided to cease doing business with us we would not have a way to receive payment and our operations would be negatively affected unless we could find a new bank or processor that would work with us, of which there can be no assurance.

Due to our involvement in the cannabis industry, we may have a difficult time obtaining the various insurances that are desired to operate our business, which may expose us to additional risk and financial liability:

Insurance that is otherwise readily available, such as general liability, and directors and officer’s insurance, is more difficult for us to find, and more expensive, because we are service providers to companies in the cannabis industry. There are no guarantees that we will be able to find such insurances in the future, or that the cost will be affordable to us. If we are forced to go without such insurances, it may prevent us from entering into certain business sectors, may inhibit our growth, and may expose us to additional risk and financial liabilities.

The Company’s industry is highly competitive and we have less capital and resources than many of our competitors which may give them an advantage in developing and marketing products similar to ours or make our products obsolete:

We are involved in a highly competitive industry where we may compete with numerous other companies who offer alternative methods or approaches, who may have far greater resources, more experience, and personnel perhaps more qualified than we do. Such resources may give our competitors an advantage in developing and marketing products similar to ours or products that make our products obsolete. There can be no assurance that we will be able to successfully compete against these other entities.

~~Our~~ products and services ~~are new and our industry is rapidly evolving:~~

Due consideration must be given to our prospects in light of the risks, uncertainties and difficulties frequently encountered by companies in their early stage of development, particularly companies in the rapidly evolving legal cannabis industry. To be successful in this industry, we must, among other things:

~~We cannot guarantee~~ that we ~~will succeed in achieving these goals, and our failure to do so would have a material adverse effect on our business, prospects, financial condition and operating results.~~

Some of our products and services are new and are only in early stages of commercialization. We are not certain that these products and services will function as anticipated or be desirable to its intended market. Also, some of our products may have limited functionalities, which may limit their appeal to consumers and put us at a competitive disadvantage. If our current or future products and services fail to function properly or if we do not achieve or sustain market acceptance, we could lose customers or could be subject to claims which could have a material adverse effect on our business, financial condition and operating results.

~~As is typical in a new and rapidly evolving industry, demand and market acceptance for recently introduced products and services are subject to a high level of uncertainty and risk. Because~~offer, the market for the Company is new and evolving, it is difficult to predict with any certainty the size of this market and its growth rate, if any. We cannot guarantee that a market for the Company will develop or that demand for Company’s products and services will emerge or be sustainable. If the market fails to develop, develops more slowly than expected or becomes saturated with competitors, our business, financial condition and operating results would be materially adversely affected.

~~Adverse publicity or consumer perception of our products and any similar products distributed by others could harm our reputation and adversely affect our sales and revenues.~~

~~We believe we are highly dependent upon positive consumer perceptions of the safety~~number and quality of healthcare providers serving our ~~products as well as similar products distributed by other health~~customers, and ~~wellness companies. Consumer perception~~the number and types of ~~health products, nutrition supplements and~~conditions capable of being treated through our products in particular can be substantially influenced by scientific research or findings, national media attention and other publicity about product use. Adverse publicity from these sources regarding the safety, quality or efficacy of nutritional supplements and our products could harm our reputation and results of operations. The mere publication of news articles or reports asserting that such products may be harmful or questioning their efficacy could have a material adverse effect onplatform, our business, financial condition, and results of operations ~~regardless~~may be materially and adversely affected.

If we are unable to successfully market to new customers and retain existing customers, or if evolving privacy, healthcare, or other laws prevent or limit our marketing activities, our business, financial condition, and results of ~~whether such news articles~~operations could be harmed.

Use of social media and celebrity influencers may materially and adversely affect our reputation or ~~reports are scientifically supported~~subject us to fines or ~~whether the claimed harmful effects would be present at the dosages recommended for such products.~~other penalties.

Our ~~operating results~~brand is integral to our success. If we fail to effectively maintain, promote, and enhance our brand in a cost-effective manner, our business and competitive advantage may ~~fluctuate,~~be harmed.

The failure of our offerings to achieve and maintain market acceptance could result in our achieving revenue below our expectations, which ~~makes our results difficult to predict and~~ could cause our business, financial condition, and results of operations to be materially and adversely affected.

~~fall short~~The market for Peaks’ business model and services is new, rapidly evolving, and increasingly competitive, as the healthcare industry in the United States is undergoing significant structural change and consolidation, which makes it difficult to forecast demand for our solutions.

Competitive platforms or other technological breakthroughs for the monitoring, treatment, or prevention of ~~expectations.~~medical conditions may adversely affect demand for our offerings.

We operate in highly competitive markets and face competition from large, well-established healthcare providers and more traditional retailers and pharmaceutical providers with significant resources, and, as a result, we may not be able to compete effectively.

The activities and quality of healthcare providers treating Peaks’ customers and providing prescriptions to RxCompound, including any potentially unethical or illegal practices, could damage our brand, subject us to liability, and harm our business and financial results.

Any failure to offer high-quality support may adversely affect the Company’s relationships with customers and healthcare providers, and in turn the Company’s financial condition, and results of operations.

Acquisitions and investments could result in operating difficulties, dilution, and other harmful consequences that may adversely impact the Company, financial condition, and results of operations. Additionally, if the Company is not able to identify and successfully acquire suitable businesses, the Company, results of operations, and prospects could be harmed.

Economic uncertainty or downturns, particularly as it impacts the healthcare industry, could adversely affect the Company’s business, financial condition, and results of operations.

If Peaks is unable to deliver a rewarding experience on mobile devices, Peaks may be unable to attract and retain customers.

Peaks’ business depends on continued and unimpeded access to the internet and mobile networks.

We depend on a number of ~~factors,~~other companies to perform functions critical to Peaks’ ability to operate its platform and RxCompound’s ability to offer services, generate revenue from customers, and to perform many of ~~which~~the related functions.

Disruption in the Company’s supply chain could negatively impact our business.

The Pharmacy business subjects the Company to additional healthcare laws and regulations beyond those that Peaks faces with its core telehealth business, and RxCompound’s services increase the complexity and extent of compliance and regulatory obligations.

The Company’s payments system depends on third-party service providers and is subject to evolving laws and regulations.

The Company’s pricing decisions may adversely affect our ability to attract new customers, healthcare providers, and other partners.

The Company’s success depends on the continuing and collaborative efforts of its management team, and its business may be ~~outside of our control. As a result, comparing our operating results~~severely disrupted if the company loses their services.

We depend on ~~a period-to-period basis~~the Company’s talent to grow and operate its business, and if unable to hire, integrate, develop, motivate, and retain personnel, the Company may not be ~~meaningful,~~able to grow effectively.

The Company’s inventory is stored in RxCompound’s facility located in Miami, FL, and ~~you should not rely on our past results as an indication of our future performance. Our quarterly, year-to-date, and annual expenses as a percentage of our revenues~~any damage or disruption at the facility may ~~differ significantly from our historical or projected rates. Our operating results in future quarters may fall below expectations. Each of~~harm the ~~following factors may affect our operating results:~~business.

If the Company fails to comply with applicable healthcare and other governmental regulations, we could face substantial penalties, our business, ~~is changing~~financial condition, and ~~evolving,~~results of operations could be adversely affected, and we may be required to restructure our ~~historical operating results~~operations.

If Peaks or RxCompound’s practices are found to violate federal or state anti-kickback, physician self-referral, or false claims laws, the Company may ~~not be useful to you in predicting our future operating results.~~

~~The loss of key management personnel~~incur significant penalties and reputational damage that could adversely affect our business.

~~We depend on~~Evolving government regulations and enforcement activities may require increased costs or adversely affect the ~~continued services~~Company’s results of ~~our executive officers and senior management team as they work closely with independent representative and are responsible for our day-to-day~~ operations. ~~Our success depends~~

Changes in part on our ability to retain our executive officers, to compensate our executive officers at attractive levels, and to continue to attract additional qualified individuals to our management team. Although we have entered into employment agreements with members of our senior management team, and do not believepublic policy that ~~any of them are planning to leave~~mandate or retire in the near term, we cannot assure that our senior managers will remain with us. The loss or limitation of the services of any of our executive officers or members of our senior management team, or the inability to attract additional qualified management personnel,enhance healthcare coverage could have a material adverse effect on the business, operations, and/or results of operations.

The products Peaks and RxCompound sell are subject to FDA regulations and other international, federal, state, and local requirements, and if the Company fails to comply with international, federal, state, and local requirements, Peaks and RxCompound’s ability to fulfill customers’ orders through our platform could be impaired.

Peaks and RxCompound may be subject to fines, penalties, and injunctions if we are determined to be promoting the use of products for unapproved uses.

The information that Peaks and RxCompound provide to healthcare providers, customers, and partners could be inaccurate or incomplete, which could harm the business, financial condition, and results of ~~operations, or independent associate relations.~~operations.

~~Independent Sales Representatives could fail~~Peaks and RxCompound use, disclosure, and other processing of personally identifiable information, including health information, is subject to federal, state, and foreign privacy and security regulations, and failure to comply with ~~our policies and procedures~~those regulations or ~~make improper product, compensation, marketing or advertising claims that violate laws or regulations, which~~to adequately secure the information held could result in ~~claims against us that could~~significant liability or reputational harm ~~our financial condition and operating results.~~

We sell our products through a sales force of independent representatives. The independent representatives are independent contractors and, accordingly, we are not in a position to provide the same direction, motivation, and oversight as we would if associates were our own employees. As a result, there can be no assurance that our representatives will participate in our marketing strategies or plans, accept our introduction of new products, or comply with our policies and procedures. All independent representatives will be required to sign a written contract and agree to adhere to our policies and procedures, which prohibit associates from making false, misleading or other improper claims regarding products or income potential from the distribution of the products. However, independent representatives may from time to time, without our knowledge and, in violation of our policies, create promotional materials or otherwise provide information that does not accurately describe our marketing program. There is a possibility that some jurisdictions could seek to hold us responsible for independent representatives activities that violate applicable laws or regulations, which could result in government or third-party actions or fines against us, which could harm our financial condition and operating results.

Our business strategy may result in increased volatility of revenues and earnings. As we only have a limited number of products developed at this time, our overall success will depend on a limited number of products and our ability to develop or find new ones or new applications as well as our research and development efforts, which may cause variability and unsteady profits and losses depending on the products offered and their market acceptance.

Our revenues and our profitability may be adversely affected by economic conditions and changes in the market for medical and recreational marijuana. Our business is also subject to general economic risks that could adversely impact the results of operations and financial condition.

Because of the anticipated nature of the products that we offer and attempt to develop, it is difficult to accurately forecast revenues and operating results and these items could fluctuate in the future due to a number of factors.

Successful expansion of our business will depend on our ability to effectively attract and manage staff, strategic business relationships, and shareholders. Specifically, we will need to hire skilled management and technical personnel as well as manage partnerships to navigate shifts in the general economic environment. Expansion has the potential to place significant strains on financial, management, and operational resources, yet failure to expand will inhibit our profitability goals.

The markets for businesses in the medical marijuana and recreational marijuana industries as well as their related CBD and cannabinoid industries are competitive and evolving. In particular, we face strong competition from larger companies that may be in the process of offering similar products and services to ours. Many of our current and potential competitors have longer operating histories, significantly greater financial, marketing and other resources and larger client bases than we have (or may be expected to have).

Given the rapid changes affecting the global, national, and regional economies generally and the medical marijuana and recreational marijuana industries, in particular, we may not be able to create and maintain a competitive advantage in the marketplace. Our success will depend on our ability to keep pace with any changes in its markets, especially with legal and regulatory changes. Our success will depend on our ability to respond to, among other things, changes in the economy, market conditions, and competitive pressures. Any failure by us to anticipate or respond adequately to such changes could haveturn, a material adverse effect on ~~our financial condition, operating results, liquidity, cash flow~~customers, providers, and ~~our operational performance.~~revenue.

~~If we fail~~Public scrutiny of internet privacy and security issues may result in increased regulation and different industry standards, which could deter or prevent Peaks from providing services to customers, thereby harming the business.

Security breaches, loss of data, and other disruptions could compromise sensitive information related to the business or to customers or prevent access to critical information and expose the Company to liability, which could adversely affect the business and its reputation.

Failure to comply with anti-bribery, anti-corruption, and anti-money laundering laws could subject the Company to penalties and other adverse consequences.

Failure to protect ~~our intellectual property, our business could be adversely affected:~~

Our viability will depend, in part, on our ability to develop and maintain the proprietary aspects of our products and brands to distinguish our products from our competitors’ products. We rely on trade secrets and confidentiality provisions to establish and protect our intellectual property. Any infringement or misappropriation of our intellectual property could damage its value and limit our ability to compete. We may have to engage in litigation to protect the rights to our intellectual property, which could result in significant litigation costs and require a significant amount of our time. Competitors may also harm our sales by designing products that mirror the capabilities of our products or technology without infringing on our intellectual property rights. If we do not obtain sufficient protection for our intellectual property, or if we are unable to effectively enforce our intellectual property rights ~~our competitiveness~~ could be impaired, which would limit our growth and future revenue. We may also find it necessary to bring infringement or other actions against third parties to seek to protect our intellectual property rights. Litigation of this nature, even if successful, is often expensive and time-consuming to prosecute, and there can be no assurance that we will haveharm the ~~financial or other resources to enforce our rights or be able to enforce our rights, or prevent other parties from developing similar technology or designing around our intellectual property.~~

~~Our lack of sufficient patent and/or trademark or copyright protection and any unauthorized use of our proprietary information and technology may affect our business:~~

We currently rely on a combination of protections by contracts, including confidentiality and nondisclosure agreements, and common law rights, such as trade secrets, to protect our intellectual property. However, we cannot assure you that we will be able to adequately protect our technology or other intellectual property from misappropriation in the U.S. and abroad. This risk may be increased due to the lack of certain patent and/or copyright protection. Furthermore, patent applications that we file may not result in issuance of a patent, or, if a patent is issued, the patent may not be issued in a form that is advantageous to us. Despite our efforts to protect our intellectual property rights, others may independently develop similar products, duplicate our products or design around our patents and other rights. In addition, it is difficult to monitor compliance with, and enforce, our intellectual property rights on a worldwide basis in a cost-effective manner. In jurisdictions where foreign laws provide less intellectual property protection than afforded in the U.S., our technology or other intellectual property may be compromised, and our business could be materially adversely affected. If any of our proprietary rights are misappropriated or we are forced to defend our intellectual property rights, we will have to incur substantial costs. Such litigation could result in substantial costs and diversion of our resources, including diverting the time and effort of our senior management, and could disrupt our business, as well as have a material adverse effect on our business, prospects, financial condition and results of operations. ~~We can provide no assurance~~

The Company may in the future be subject to claims that we ~~will have the financial resources to oppose any actual or threatened infringement by any third party. Furthermore, any patent or copyrights that we may be granted may be held by a court to infringe on~~violated the intellectual property rights of others, which are extremely costly to defend and ~~subject~~could require us to ~~the payment of damage awards.~~pay significant damages and limit our ability to operate.

~~Ordinary and necessary business deduction other than the cost of goods sold are disallowed by the Internal Revenue Services for Cannabis companies under IRC Section 280E:~~

At this juncture, we do not believe that IRS 280E interferes with our businesses model from deducting ordinary and necessary business expenses because we believe that we are in compliance with the 2014 Farm Bill and/or the products we sell are either from participants that are compliant with the 2014 Farm Bill or are made from lawfully imported industrial hemp full spectrum cannabinoids or CBD. Although we believe that the Farm Bill applies to commercial activity in that it references the “marketing,” “sale” and “transportation,” of industrial hemp and hemp products that are derived from an authorized state program, it is possible that our suppliersThe Company may not be in compliance with the Farm Bill or that a government agency or prosecutor could take a narrower view of the activity allowed under the Farm Bill or import laws, if that were the case we could be seen as selling and distributing a Schedule 1 substance under the CSA and we would therefore be subject to ~~IRC Section 280E. IRC Section 280E only allows~~legal proceedings and litigation, including intellectual property disputes, which are costly to defend and could materially harm the ~~cost~~business and results of ~~goods sold to be deducted from revenues earned~~operations.

Changes in accounting rules, assumptions, or judgments could materially and adversely affect the Company, including recent statements from the ~~sale~~SEC regarding SPAC-related companies.

The Company faces the risk of ~~cannabis~~product liability claims and ~~cannabis products that come under the purview of the CSA. If that were the case we would~~may not be able to ~~deduct many of our overhead expenses. To the extent that we have subsidiaries and other lines of trade~~maintain or obtain insurance.

The business ~~many of those overhead expenses~~ could be ~~allocated~~disrupted by catastrophic events and man-made problems, such as power disruptions, data security breaches, and terrorism.

Risks Related to ~~those subsidiaries that are note involved~~the Company, Results of Operations, and Additional Capital Requirements

The Company has a history of net losses, anticipates increasing expenses in ~~products that come within~~ the ~~CSA so we would have an opportunity to deduct those disallowed expenses elsewhere. Nevertheless, the revenue that is derived from those other trade or businesses~~future, and may ~~not be as large as the corresponding deductions so be may still~~ not be able to ~~realize~~achieve or maintain profitability.

The Company’s results of operations, as well as our key metrics, may fluctuate on a quarterly and annual basis, which may result in failing to meet the ~~full benefit~~expectations of ~~those expenses~~industry and ~~instead have net operating losses in the other trade~~securities analysts or ~~businesses that we would~~its investors.

Peaks relies significantly on revenue from customers purchasing subscription-based prescription products and services and may not be ~~able~~successful in expanding its offerings.

The requirements of being a public company have strained and may continue to ~~use~~strain the Company’s resources, divert management’s attention, and may result in litigation.

The Company may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.

If the Company’s estimates or ~~would have~~judgments relating to ~~carry-forward indefinitely. In addition, if~~its significant accounting policies prove to be incorrect, the results of operations could be adversely affected.

Adverse tax laws or regulations could be enacted, or existing laws could be applied to the Company ~~enters~~or to customers, which could subject us to additional tax liability and related interest and penalties, increase the ~~cannabis industry more directly, for example if~~costs of the ~~company were~~Company’s offerings, and adversely impact our business.

Certain U.S. state tax authorities may assert the Company has a state nexus and seek to ~~purchase a marijuana dispensary that was legal under~~impose state ~~law~~ and ~~operated in compliance with state law, IRC Section 280E would unquestionably be applicable in~~local income taxes which ~~case~~could harm the ~~onerous tax burden might significantly impact the profitability~~results of operations.

Risks Related to Ownership of the Company and may make the pricing of its products less competitive, to the extent that competitors could manage to find a way to not have their operations subject to IRC Section 280E. Notwithstanding the forgoing, there can be no assurance that if we were to reallocate items of deduction form business segments that were involved in the sales of products coming within the CSA that the Internal Revenue Service (“IRS”) would not challenge those deductions or disallow them on some other basis. This could result in an onerous tax burden.Securities

~~We may be held responsible for certain taxes or assessments relating to the activities of our independent representatives, which could harm our financial condition and operating results.~~

Our independent representatives are subject to taxation and, in some instances, legislation or governmental agencies impose an obligation on us to collect taxes, such as value added taxes, and to maintain appropriate tax records. In addition, we are subject to the risk in some jurisdictions of being responsible for social security and similar taxes with respect to our distributors. In the event that local laws and regulations require us to treat our independent contractors as employees, or if our reps are deemed by local regulatory authorities to be our employees, rather than independent contractors, we may be held responsible for social security and related taxes in those jurisdictions, plus any related assessments and penalties, which could harm our financial condition and operating results.

~~Because we may issue additional shares of our common stock, investment in our company could be subject to substantial dilution:~~

Investors’ interests in our Company will be diluted and investors may suffer dilution in their net book value per share when we issue additional shares. We are authorized to issue 75,000,000 shares of common stock, $0.001 par value per share. As of March 31, 2021 there were 50,883,056 shares issued and outstanding and as of September 17, 2021 there were 53,183,056 shares of our common stock issued and outstanding. We anticipate that all or at least some of our future funding, if any, will be in the form of equity financing from the sale of our common stock. If we do sell more common stock, investors’ investment in our company will likely be diluted. Dilution is the difference between what investors pay for their stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any investment in our company’s common stock could seriously decline in value.

Trading in our common stock on the ~~OTCQB~~Pink Exchange has been subject to wide ~~fluctuations:~~fluctuations.

Our common stock is currently quoted for public trading on the OTCQB Exchange. The trading price of our common stock has been subject to wide fluctuations. Trading prices of our common stock may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with limited business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our common stock will be matched or maintained. These broad market and industry factors may adversely affect the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management’s attention and resources.

Our common stock is currently quoted only on the ~~OTCQB marketplace,~~OTCPink Marketplace, which may have an unfavorable impact on our stock price and ~~liquidity:~~liquidity.

Our common stock is quoted on the OTCQB Marketplace. The OTCQB Marketplace is a significantly more limited market than the New York Stock Exchange or the NASDAQ stock market. The quotation of our shares of common stock on the OTCQB Marketplace may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock and could have a long-

There can be no assurance that there will be an active market for our shares of common stock either now or in the future. Market liquidity will depend on the perception of our operating business and any steps that our management might take to bring us to the awareness of investors. There can be no assurance given that there will be any awareness generated. Consequently, investors may not be able to liquidate their investment or liquidate at a price that reflects the value of the business. As a result, holders of our securities may not find purchasers for our securities should they desire to sell them. Consequently, our securities should be purchased only by investors having no need for liquidity in their investment and who can hold our securities for an indefinite period of time.

The regulation of penny stocks by SEC and FINRA may discourage the tradability of our securities.

We are a “penny stock” company. None of our securities currently trade in any market and, if ever available for trading, will be subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or Accredited Investors. For purposes of the rule, the phrase “Accredited Investors” means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently, the rule will affect the ability of purchasers of our stock to sell their securities in any market that might develop therefore because it imposes additional regulatory burdens on penny stock transactions.

In addition, the Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks”. Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities constitute “penny stocks” within the meaning of the rules, the rules would apply to us and to our securities. The rules will further affect the ability of owners of shares to sell our securities in any market that might develop for them because it imposes additional regulatory burdens on penny stock transactions.

Shareholders should be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

~~Nevada~~Florida law, our Articles of Incorporation, and our by-laws provides for the indemnification of our officers and directors at our expense, and correspondingly limits their liability, which may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or ~~directors:~~directors.

Our Articles of Incorporation and By-Laws include provisions that eliminate the personal liability of our directors for monetary damages to the fullest extent possible under the laws of the State of Nevada or other applicable law. These provisions eliminate the liability of our directors and our shareholders for monetary damages arising out of any violation of a director of his fiduciary duty of due care. Under Nevada law, however, such provisions do not eliminate the personal liability of a director for (i) breach of the director’s duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) payment of dividends or repurchases of stock other than from lawfully available funds, or (iv) any transaction from which the director derived an improper benefit. These provisions do not affect a director’s liabilities under the federal securities laws or the recovery of damages by third parties.

We do not intend to pay cash dividends on any investment in the shares of stock of our Company and any gain on an investment in our Company will need to come through an increase in our stock’s price, which may never ~~happen:~~happen.

We have never paid any cash dividends and currently do not intend to pay any cash dividends for the foreseeable future. To the extent that we require additional funding currently not provided for, our funding sources may prohibit the payment of a dividend. Because we do not currently intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.

Because our securities are subject to penny stock rules, you may have difficulty reselling your ~~shares:~~shares.

Our shares as penny stocks, are covered by Section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell our company’s securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. These rules apply to companies whose shares are not traded on a national stock exchange, trade at less than $5.00 per share, or who do not meet certain other financial requirements specified by the Securities and Exchange Commission. These rules require brokers who sell “penny stocks” to persons other than established customers and “accredited investors” to complete certain documentation, make suitability inquiries of investors, and provide investors with certain information concerning the risks of trading in such penny stocks. These rules may discourage or restrict the ability of brokers to sell our shares of common stock and may affect the secondary market for our shares of common stock. These rules could also hamper our ability to raise funds in the primary market for our shares of common stock.

Our common stock market prices may be volatile, which substantially increases the risk that investors may not be able to sell their Securities at or above the price that was paid for the security.

Because of the limited trading market for our common stock and because of the possible price volatility, shareholders may not be able to sell their shares of common stock when desired. The inability to sell Securities in a rapidly declining market may substantially increase the risk of loss because of such illiquidity and because the price for our Securities may suffer greater declines because of our price volatility.

~~Certain factors, some of which are beyond our control, that may cause our share price to fluctuate significantly include, but are not limited to the following:~~

Additionally, in recent years the stock market in general, and the personal care markets in particular, have experienced extreme price and volume fluctuations. In some cases, these fluctuations are unrelated or disproportionate to the operating performance of the underlying company. These market and industry factors may materially and adversely affect our stock price, regardless of our operating performance. In the past, class action litigation often has been brought against companies following periods of volatility in the market price of those companies common stock. If we become involved in this type of litigation in the future, it could result in substantial costs and diversion of management attention and resources, which could have a further negative effect on shareholders’ investments in our stock.

Because we may issue additional shares of our common stock, investment in our company could be subject to substantial ~~dilution:~~dilution.

Investors’ interests in our Company will be diluted and investors may suffer dilution in their net book value per share when we issue additional shares. We are authorized to issue 75,000,000 shares of common stock, $0.001 par value per share. As of the date hereof there are 50,883,056 shares of our common stock issued and outstanding. We anticipate that all or at least some of our future funding, if any, will be in the form of equity financing from the sale of our common stock. If we do sell more common stock, investors’ investment in our company will likely be diluted. Dilution is the difference between what investors pay for their stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any investment in our company’s common stock could seriously decline in value.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our ~~stock:~~stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (known as “FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

~~Our existing stockholders may experience significant dilution from the sale of our common stock pursuant to the GHS financing agreement.~~

The sale of our common stock to GHS Investments LLC in accordance with the Financing Agreement may have a dilutive impact on our shareholders. As a result, the market price of our common stock could decline. In addition, the lower our stock price is at the time we exercise our put options, the more shares of our common stock we will have to issue to GHS in order to exercise a put under the Financing Agreement.

The perceived risk of dilution may cause our stockholders to sell their shares, which may cause a decline in the price of our common stock. Moreover, the perceived risk of dilution and the resulting downward pressure on our stock price could encourage investors to engage in short sales of our common stock. By increasing the number of shares offered for sale, material amounts of short selling could further contribute to progressive price declines in our common stock.

The issuance of shares to enter ~~into~~ acquisitions may have a significant dilutive effect.

Depending on the number of shares we issue pursuant to the any definitive agreements we enter into with acquisition candidates, it could have a significant dilutive effect upon our existing shareholders.

~~On August 14, 2017,~~The Company uses a variety of pharmaceutical compounding equipment in its operations. The majority of the equipment used by the Company executed a lease for a 1,981 square foot office/warehouse space in Miami, FL to be used for corporate offices and storage of inventory. The term of the lease began September 1, 2017 and continues for 37 months ending September 30, 2020. The monthly rent will be $1,863.50 until September 30, 2018 with escalations to $1,925.44 and $1,989.21 per month on September 30, 2019 and 2020 respectively. On June 19, 2020is owned outright by the Company, ~~renewed its~~but the Company does lease ~~to $1,989.21 a month~~certain equipment. The leases for ~~an additional 12 month term commencing on October 2020 and ending on September 30, 2021.~~such equipment contain terms that are customary in the industries in which the Company operates. On March ~~25, 2021,~~31, 2023, the ~~Receiver decided to shutdown the Miami Facility~~Company had $143,213 in property and ~~shipped the Company’s remaining inventory to his CO office to fulfill and have as the corporate address., the Receiver believed that his existing facility was suitable.~~equipment with approximately $15,436 in accumulated depreciation.

~~On January 11, 2019, the~~The Company received ~~notice that Strongbow Advisors, Inc. and Robert Stevens~~an email on February 9, 2023, from the Autorité des Marchés Financiers (“~~Stevens”, and together~~the AMF”) with ~~Strongbow, the “Receiver”) had been appointed by the Nevada District Court, as Receiver for the Registrant~~a complaint, in ~~Case No. A-18-784952-C (the “Order).~~

French, dated January 23, 2023. 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 $3,994,522.5 million 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 foundComplaint alleges that the ~~Company was in fact insolvent and ordered the appointment of the Receiver.~~

~~The Award consisted of a sum~~Company’s former CEO, Dr. Michele Aube, improperly raised capital for breach of contract against the Company in the amount of $120,265.00, a sum for costs and fees against the Company in the amount of $111,057.00 and a sum for the claim of tortuous interference and conversion against the Company in the amount of $3,763,200.00. The District Court in Florida had confirmed the Award granted by the arbitration panel, denying however, the award of fees that the arbitration panel had granted Cromogen.

The Cromogen Litigation has been settled under an agreement that provides for monthly payments beginning after the first of the year in January 2022. The settlement agreement contains a significant increase in the amount due from $450,000 if the Company should default on its payment obligations thereunder.

~~As part of the impact of the receivership, the Court issued a Writ of Injunction or “Blanket Stay” covering~~ the Company and ~~its assets during the time that~~is claiming Forty Thousand Dollars in damages. Dr. Aube resigned in 2019. On May 23rd, 2023, the Company issigned an agreement not to raise any new capital in ~~receivership. As a result of~~Quebec and pay Seven Thousand, Four Hundred and Seven Dollars in administrative penalty to 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.AMF.

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 will be cancelled completely. The remaining 6,520,000 common shares held by Majorca is subject to lockup agreement and thereafter, sales will be made only pursuant to a limited strict bleed-out agreement administered by a third party.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock is currently quoted on the ~~OTCQB~~OTC Pink Market under the symbol “ETST”. Our common stock has been quoted on the ~~OTCQB~~OTC Pink Market since ~~August 27, 2018,~~October 6, 2021, under the symbol “ETST”. Because we are quoted on the ~~OTCQB,~~OTC Pink Market, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.

The following table sets forth the high and low bid quotations for our common stock as reported on the ~~OTCQB~~Pink for the periods indicated.

As of March 31, ~~2021,~~2023, there ~~are 157~~were 194 record holders ~~of 50,883,056 shares~~ of the Company’s common stock.

We have not paid any dividends on our common stock since our inception and do not intend to pay any dividends in the foreseeable future.

The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

The following shares sold and issued were shares of restricted Common Stock made in reliance upon the exemptions from registration provided by Section 4(2) of the Securities Act of 1933, and/or Rule 506 of Regulation D promulgated thereunder. The investors were “accredited investors” and/or “sophisticated investors” pursuant to Section 501(a) of the Securities Act, who provided the Company with representations, warranties and information concerning their qualifications as a “sophisticated investors” and/or “accredited investors.” The Company provided and made available, to the investors, full information regarding its business and operations. There was no general solicitation in connection with the offers or sales of the restricted securities. The investors acquired the restricted common stock for their own accounts, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares so purchased cannot be sold unless pursuant to an effective registration statement by the Company, or by exemptions from registration requirements of Section 5 of the Securities Act—the existence of any such exemptions ~~are~~is subject to legal review and approval by the Company.

During the twelve months ended March 31, ~~2020,~~2023, the Company ~~did not issue any~~issued 227,059,118 shares of its common stock for $1,016,568, in transactions that ~~would have been~~were exempt from registration under the Securities Act of 1933, as amended pursuant to Section 4(2) and/or Rule 506 promulgate under Regulation D. No gain or loss was recognized on the issuances.

On July 15, 2022, the Company issued 1,000,000 and 2,500,000 shares to two executives at $0.001 per share in an amended executive agreement. On October 8, 2022, the Company issued 2,000,000 shares and 2,000,000 shares to two private individuals at $0.001 per share in a settlement and release agreement. On October 10, 2022, the Company issued 16,300,000 shares, 4,000,000 shares, 4,000,000 shares, 200,000 shares to four private individuals at $0.001 per share in a settlement and release agreement. On October 18, 2022, the Company issued 500,000 shares to a private investor at $0.012 per share for cash. On October 18, 2022, the Company issued 1,000,000 shares, 400,000 shares, and 400,000 shares to three private investors at $0.005 per share for cash. On October 20, 2022, the Company issued 2,000,000 shares, 500,000 shares, and 2,000,000 shares to three private investors at $0.005 per share for cash. On October 21, 2022, the Company issued 2,000,000 shares, 1,000,000 shares, and 400,000 shares to three private investors at $0.005 per share for cash. On October 24, 2022, the Company issued 62,562,440 shares to a private individual at $0.01 per share in a settlement and release agreement. On October 25, 2022, the Company issued 2,000,000 shares, 1,000,000 shares, 1,000,000 shares, 400,000 shares, and 13,000,000 shares to five private investors at $0.005 per share for cash. On October 25, 2022, the Company issued 2,700,000 shares to a private individual at $0.01 per share in a settlement and release agreement. On October 25, 2022, the Company issued 19,750,000 shares, and 17,000,000 shares to three private individuals at $0.001 per share in a settlement and release agreement. On October 27, 2022, the Company issued 9,750,000 shares to a private investor at $0.001 per share in a settlement and release agreement. On November 4, 2022, the Company issued 500,000 shares to a private investor at $0.005 per share for cash. On November 7, 2022, the Company issued 1,000,000 shares to a private investor at $0.005 per share for cash. On November 8, 2022, the Company issued 4,000,000 shares, 2,000,000 shares, 2,000,000 shares, 2,000,000 shares, and 1,000,000 shares to four private investors at $0.005 per share for cash. On November 9, 2022, the Company issued 600,000 shares to a private investor at $0.005 per share for cash. On November 11, 2022, the Company issued 600,000 shares and 10,000,000 shares to private investors at $0.005 per share for cash. On November 14, 2022, the Company issued 1,000,000 shares, 200,000 shares, 200,000 shares, 3,000,000 shares, 3,000,000 shares, 1,000,000 shares, 100,000 shares, 200,000 shares, 200,000 shares, 300,000 shares, 200,000 shares, 200,000 shares, 200,000 shares, 200,000 shares, 200,000 shares, and 400,000 shares to sixteen private investors at $0.005 per share for cash. On January 13, 2023, the Company issued 1,666,667 shares, 666,667 shares, 6,000,000 shares, 666,667 shares, and 333,334 shares to five private investors at $0.015 per share for cash. On January 26, 2023, the Company issued 333,334 shares to a private investor at $0.015 per share for cash. On January 31, 2023, the Company issued 1,133,333 shares to a private investor at $0.015 per share for cash. On February 3, 2023, the Company issued 1,200,000 shares to a private investor at $0.005 per share for cash. On February 3, 2023, the Company issued 333,334 shares, 413,334 shares, and 1,333,334 shares to three private investors at $0.015 per share for cash. On February 6, 2023, the Company issued 200,000 shares to a private investor at $0.015 per share for cash. On February 7, 2023, the Company issued 500,000 shares and 333,334 shares to two private investors at $0.015 per share for cash. On February 8, 2023, the Company issued 666,667 shares, 333,334 shares, 333,334 shares, 333,334 shares, and 333,334 shares to five private investors at $0.015 per share for cash. On February 9, 2023, the Company issued 333,334 shares to a private investor at $0.015 per share for cash. On February 10, 2023, the Company issued 266,667 shares, 333,334 shares, and 166,667 shares to three private investors at $0.015 per share for cash. On February 13, 2023, the Company issued 66,667 shares to a private investor at $0.015 per share for cash. On February 14, 2023, the Company issued 400,000 shares to a private investor at $0.015 per share for cash. On February 15, 2023, the Company issued 333,334 shares to a private investor at $0.015 per share for cash. On February 21, 2023, the Company issued 100,000 shares to a private investor at $0.015 per share for cash. On February 28, 2023, the Company issued 333,334 shares and 200,000 shares to two private investors at $0.015 per share for cash. On March 20, 2023, the Company issued 5,000,000 shares to a private investor at $0.005 per share for cash.

The holders of our common stock are entitled to one vote per share on all matters submitted to a vote of our stockholders. The holders of the common stock have the sole right to vote, except as otherwise provided by law, by our articles of incorporation, or in a statement by our board of directors in a Preferred Stock Designation.

In addition, such holders are entitled to receive ratably such dividends, if any, as may be declared from time to time by our board of directors out of legally available funds, subject to the payment of preferential dividends or other restrictions on dividends contained in any Preferred Stock Designation, including, without limitation, the Preferred Stock Designation establishing a series of preferred stock described above. In the event of the dissolution, liquidation or winding up of Earth Science Tech, Inc., the holders of our common stock are entitled to share ratably in all assets remaining after payment of all our liabilities, subject to the preferential distribution rights granted to the holders of any series of our preferred stock in any Preferred Stock Designation, including, without limitation, the Preferred Stock Designation establishing a series of our preferred stock described above.

The holders of the common stock do not have cumulative voting rights or preemptive rights to acquire or subscribe for additional, unissued or treasury shares in accordance with the laws of the State of ~~Nevada.~~Florida. Accordingly, excluding any voting rights granted to any series of our preferred stock, the holders of more than 50 percent of the issued and outstanding shares of the common stock voting for the election of directors can elect all of the directors if they choose to do so, and in such event, the holders of the remaining shares of the common stock voting for the election of the directors will be unable to elect any person or persons to the board of directors. All outstanding shares of the common stock are fully paid and ~~nonassessable.~~non-assessable.

The laws of the State of ~~Nevada~~Florida provide that the affirmative vote of a majority of the holders of the outstanding shares of our common stock and any series of our preferred stock entitled to vote thereon is required to authorize any amendment to our articles of incorporation, any merger or consolidation of Earth Science Tech, Inc. with any corporation, or any liquidation or disposition of any substantial assets of Earth Science Tech, Inc..

~~The Company initially Designated Ten Million (10,000,000)~~On April 21, 2022, the Company’s Board of Directors adopted articles of incorporation in the state of Nevada authorizing, without further vote or action by the stockholders, to create out of the unissued shares of ~~Class A Preferred Stock,~~the Company’s preferred stock, $0.001 par value ~~on June 6, 2014 by filing said designation with~~Series B Preferred Stock. The Board of Directors is authorized to establish, from the ~~Nevada Secretary of State (the “Preferred Stock”). The holders of~~authorized and unissued shares of Preferred Stock, ~~are entitled~~one or more classes or series of shares, to ~~vote on all matters coming to a vote of~~designate each such class and series, and fix the ~~shareholders of the Company as a class. The Preferred Stock has the following~~ rights and preferences ~~(1) it ranks senior to all~~of each such class of Preferred Stock; which class or series shall have such voting powers, such preferences, relative, participating, optional or other ~~classes~~special rights, and such qualifications, limitations or restrictions as shall be stated and expressed in the resolution or resolutions providing for the issuance of ~~stock that may be designated after it; (2) a vote of the preferred shareholders is required prior to the increase of authorized stock or the designation of a~~such class or series of ~~preferred stock that would~~Preferred Stock as may be ~~senior~~adopted from time to time by the Board of Directors prior to the ~~Preferred Stock; (3) holders are not entitled to dividends; (4)~~issuance of any shares thereof. The articles of incorporation and designation authorizes the ~~holders are entitled to anti-dilution rights such that additional shares shall be granted to the extent necessary to allow the holders~~issuance of ~~the Preferred stock to maintain their voting control; (5) the~~1,000,000 shares of Preferred Stock, ~~are convertible into~~of which 1,000,000 shares ~~of the Company’s Common Stock on a one for one basis; (6) the holders of the~~have been designated as Series B Preferred Stock, ~~were entitled to ten (10) votes~~ of ~~common stock for each share held. On July 3, 2017 the voting preferences were changed by filing~~which 1,000,000 of ~~an amendment to the Certificate of Designation with the Nevada Secretary of State such that as a class, the holders of the~~Series B are issued and outstanding ~~shares~~as of March 31, 2023. Each issued and outstanding share of Series B Preferred Stock ~~are~~shall be entitled to ~~vote have~~ the number of votes equal to ~~52%~~the result of: (i) 1.5 multiplied by the addition sum of: (A) the number of shares of Common Stock issued and outstanding at the time of such vote; and (B) the number of votes in the aggregate of any outstanding shares of any class of preferred stock of the Corporation (other than the Series B Preferred Stock), if any, at the time of such vote; with such sum divided by (ii) the total number of ~~common stock votes (including~~shares of Series B Preferred Stock issued and outstanding at the ~~common votes~~time of such vote, at each meeting of shareholders of the ~~Class A~~Corporation with respect to any and all matters presented to the shareholders of the Corporation for their action or consideration, including the election of directors. Holders of Series B Preferred ~~stock. In addition,~~Stock shall vote together with the ~~authorized Class A~~holders of Common Shares (and any other outstanding class of preferred stock of the Corporation (other than the Series B Preferred Shares were decreased to Five Million Two Hundred Thousand (5,200,000) (the number issued and outstanding.) On January 27, 2020 the Five Million Two Hundred Thousand (5,200,000) Class A Preferred Shares were cancelled completely, the Company now has zero (0) Class A Preferred Shares issued and outstanding.Stock), if any.

We did not repurchase any shares of our common stock during the fourth quarter of the fiscal year covered by this Annual Report on Form 10-K.

The Company’s transfer agent is ~~Action~~Continental Stock Transfer ~~Inc.~~& Trust, Co., ~~2469 E Fort Union Blvd., Suite 214, Salt Lake City, UT 84121.~~1 State Street, 30th Floor, New York, NY 10004.

Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of SEC Regulation S-K.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations for the years ended March 31, ~~2021~~2023, and March 31, ~~2020~~2022, should be read in conjunction with our consolidated financial statements and the notes to those statements that are included elsewhere in this Annual Report on Form 10-K. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements ~~as a result of~~due to a number of factors. We use words such as “anticipate”, “estimate”, “plan”, “project”, “continuing”, “ongoing”, “expect”, “believe”, “intend”, “may”, “will”, “should”, “could”, and similar expressions to identify forward-looking statements.

The Company is a holding entity set to acquire companies with its current focus in the ~~market~~health and wellness industry. The Company is presently in compounding pharmaceuticals and telemedicine through ~~our website~~its wholly owned subsidiaries RxCompoundStore.com, LLC. (“RxCompound”), Peaks Curative, LLC. (“Peaks”), and ~~store front/clinic accounts. Through our positive results~~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 fulfill prescriptions in ~~studies~~the states of Florida, New York, New Jersey, Delaware, Colorado, Rhode Island, Pennsylvania, Nevada, and Arizona. RxCompound is in the application process to obtain licenses in the remaining states in which it is not yet licensed to dispense prescriptions. Furthermore, RxCompound recently 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 referral site facilitating asynchronous consultations for branded compound medications prepared at RxCompound. Peaks is currently positioned to prescribe to all 50 states utilizing third- party consultation services, but only able to fulfill prescriptions within RxCompound’s licensed states. Peaks will be able to fulfill more states as RxCompound becomes licensed in additional states. Patients who order Peaks via monthly subscription are automatically enrolled into Peaks’ Loyalty Program. As a member of the loyalty program, members will receive credit to cover the costs on ~~breast cancer~~their Peaks’ facilitated online doctor consultations. The Peaks membership enrollment will occur automatically once becoming a monthly subscriber and ~~immune cells~~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 plans to execute a marketing campaign within the states in which RxCompound is licensed to increase brand exposure. This includes over the counter (“OTC”) (non-prescription) products such as supplements and topicals. The OTC products will be custom manufactured or fulfilled through ~~the University~~partnered companies under Peaks brand and offered worldwide.

ESF is a favored entity of Central Oklahoma, in addition to studies through DV Biologics that prove the Company’s CBD oil formulation lowers cortisol and functions as a neuro-protectant, with positive result case studies through key health organizations. We formulate, market and distribute the CBD oil used through our studies to the public, offering the most effective quality of CBD on the market.

~~Our favored division~~ETST, effectively ~~became~~being a non-profit organization that was incorporated on February 11, 2019, and is structured to accept grants and donations to ~~conduct further studies and~~ help ~~donate EST’s effective CBD products to~~ those in ~~need.~~need of assistance in paying for prescriptions.

We expect to realize revenue from our consumer products business segment to fund our working capital needs. However, in order to fund our pharmaceutical product development efforts, we will need to raise additional capital either through the issuance of equity and/or the issuance of debt. In the event we are unable to fund our drug development efforts, we may need to curtail or delay such activity.

The following tables set forth summarized cost of revenue information for the year ended March 31, ~~2021~~2023, and for the year ended March 31, ~~2020:~~2022:

We had product sales of ~~$140,902~~$48,537 and a gross profit of ~~$39,934,~~$22,060, representing a gross margin of ~~28%~~45.45% in ~~2021~~the year end March 31, 2023, compared with product sales of ~~$526,139~~$14,123 and ~~gross profit~~a loss of ~~$218,474,~~$8,516, representing a gross margin of ~~42%~~(60.30) % in ~~2020.~~year end March 31, 2022. The ~~sales decreased~~revenue increase in ~~2021~~the year ended on March 31, 2023 compared with ~~2020~~the year ended on March 31, 2022, is primarily due to acquisition of RxCompound and Peaks.

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, after the ~~Covid-19 pandemic causing many~~fiscal quarter that ended December 31, 2022. Hence sales of ~~our store accounts to closing down and customers ordering less.~~

~~OPERATING EXPENSE~~RxCompound were being recognized from Feb. 2023 onwards. We are adding results of Peaks for Nov. 2022.

~~A reconciliation from our net income (loss) to Adjusted EBITDA, a non-GAAP measure, for the years ended March 31, 2021 and 2020 are outlined in the table below:~~

For the year ended March 31, ~~2021,~~2023, the Company had a net loss from continuing operations of approximately ~~$4,383,173~~$379,266 compared to a ~~loss~~gain from continuing operations of approximately ~~$1,200,253~~$3,173,260 for the year ended March 31, ~~2020.~~2022. This increase in net loss is due largely to ~~litigation expenses~~losing the net income that was booked in the year ended March 31, 2022, from the Cromogen ~~litigation~~Settlement, see Note 6. Legal Proceedings in the period ended March 31, 2022, 10-K filed July 22, 2022.

Marketing expenses totaled $8,074 for the twelve months ended March 31, 2023, an increase of $4,419 from $3,655 for the twelve months ended March 31, 2022. This increase is primarily related to the Company pushing online sales through social media marketing and ~~receivership fees.~~good ads.

Officer compensation totaled $91,020 for the twelve months ended March 31, 2023, an increase of $13,712 from $77,308 for the prior period ended March 31, 2022. This increase is due to the Company’s having a larger executive team compared to the year prior.

Legal and professional fees totaled $605,768 for the twelve months ended March 31, 2023, an increase of $589,549 from $16,219 for the prior period ended March 31, 2022. The increase in legal and professional fees was due compliance expenses including filing fees, audit fees, SEC legal fees, paying the remaining legal expenses to unwind out of receivership.

Costs and Expenses - Costs of sales include the costs of manufacturing, packaging, warehousing, and shipping our products. As we develop and release additional products, we expect our costs of sales to increase.

General and administrative expenses ~~represent bank charges,~~increased from $116,064 for the year ended March 31, 2022, to $231,892 for the year ended March 31, 2023. This increase was due to the fees related from the second receiver appointed on August 22, 2021, and unwinding on June 2, 2022, for $137,851. The remaining expenses include office expenses ~~rent~~of $14,433, employee compensation of $38,595 (this includes RxCompound, Peaks, and ~~filing fees.~~the Company), and the remaining balance in other various expenses.

We are a smaller reporting company, as defined by 17 CFR § 229.10(f)(1). We do not consider the impact of inflation and changing prices as having a material effect on our net sales and revenues and on income from our operations for the previous two years or from continuing operations going forward.

Interest expense ~~sustained~~decreased to ~~$4,765~~$47,433 in ~~2021~~March 31, 2023 year end compared with ~~$4,765~~$86,706 in ~~2020.~~March 31, 2022 year end. This decrease in interest expense was due to settlement of prior year’s debt obligation – refer to Note 7.

We use Adjusted EBITDA internally to evaluate our performance and make financial and operational decisions that are presented in a manner that adjusts from their equivalent GAAP measures or that ~~supplement~~supplements the information provided by our GAAP measures. Adjusted EBITDA is defined by us as EBITDA (net income (loss) plus depreciation expense, amortization expense, interest and income tax expense, minus income tax benefit), further adjusted to

exclude certain non-cash expenses and other adjustments as set forth below. We use Adjusted EBITDA because we believe it more clearly ~~highlight~~highlights trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures, since Adjusted EBITDA eliminates from our results specific financial items that have less bearing on our core operating performance.

We use Adjusted EBITDA in communicating certain aspects of our results and performance, including in this Annual Report, and believe that Adjusted EBITDA, when viewed in conjunction with our GAAP results and the accompanying reconciliation, can provide investors with greater transparency and a greater understanding of factors affecting our financial condition and results of operations than GAAP measures alone. In addition, we believe the presentation of Adjusted EBITDA is useful to investors in making period-to-period comparison of results because the adjustments to GAAP are not reflective of our core business performance.

Adjusted EBITDA is not presented in accordance with, or as an alternative to, GAAP financial measures and may be different from non-GAAP measures used by other companies. We encourage investors to review the GAAP financial measures included in this Annual Report, including our consolidated financial statements, to aid in their analysis and understanding of our performance

A summary of our changes in cash flows & assets for the years ended March 31, ~~2021~~2023, and ~~2020~~2022, is provided below:

For the year ended March 31, 2021 the Company had a net loss from continuing operations of approximately $4,383,173 compared to a loss from continuing operations of approximately $1,200,253 for the year ended March 31, 2020. This increase in net loss is due to the unprecedented pandemic hindering overall sales, Cromogen accrued settlement, and the receiver’s company Strongbow Advisors, Inc..

Marketing expenses totaled $47,071 for the twelve months ended March 31, 2021, a decrease of $195,648 from $47,071 for the twelve months ended March 31, 2020. This decrease primarily related to the Company reducing marketing costs and utilizing existing marketing materials.

~~Research and development costs were totaled $0 for the twelve months ended March 31, 2021, a decrease of $47,071 from $47,071. The decrease is associated with the Company moving the Hygee~~^TM medical device out of R&D phase and discontinuing CBD patent applications, (See Part I Note 2 Carrying value, recoverability and impairment of long-lived assets). The Company determined to suspend current R&D based on core needs of the business of the Company and the unprecedented pandemic leading to many stores closing down having the Company have no use for any marketing material.

Accrued expenses totaled $234,319 for the twelve months ended March 31, 2021, an increase of $79,767 from $154,552 for the period ended March 31, 2020. The Majority of the accrued expenses were $135,000 of Michel Aube’s salary that was never compensated under the management of the Reciever, $66,000 of Nickolas Tabraue’s salary Mr. Tabraue allowed to be accrued to ensure the rest of the employees and executive team were being compensated, and the remaining $33,000 were of an accrued interest on related Notes Payable.

Officer stock compensation totaled $0 for the twelve months ended March 31, 2021, a decrease of $142,590 from $142,590 for the prior period ended March 31, 2020. This is due to the receiver not wanting issue shares to the Company’s officers, against their executive agreement.

Professional fees totaled $26,535 for the twelve months ended March 31, 2021, a decrease of $4,456 from $30,991 for the prior period ended March 31, 2020. The reduction in professional fees was due to timing and general cost savings.

The costs of legal proceedings totaled $105,773 for the twelve months ended March 31, 2021, an increase of $20,996 from $84,777 for the prior period ended March 31, 2020. The increase is a result of the Receiver using the Company to fund the intervener litigation that was brought based on alleged lack of receivership transparency (See Item 3. Legal Proceedings and Note 8. Subsequent Events).

Total Revenues - For the years ended March 31, 2021 and 2020, the Company had total sales of $140,902 and $526,139, respectively. While our revenues decreased, this was consistent with a corresponding decrease in our cost of goods sold from $100,968 for the year ended March 31, 2021 to $307,665 for the year ended March 31, 2020; resulting in a Gross Profit of $39,934 as of March 31, 2021 compared to $295,013 for the previous year ending March 31, 2020. The decrease in revenue is primarily attributed to inventory constraints as well as available supply of acceptable raw material the Company requires and the unprecedented pandemic.

Costs and Expenses - Costs of sales, include the costs of manufacturing, packaging, warehousing and shipping our products. As we develop and release additional products, we expect our costs of sales to increase.

General and administrative expenses decreased from $551,480 for the year ended March 31, 2021, to $228,790 for the year ended March 31, 2020. This decrease was due to the company not having sufficient funds for the receiver to pay his company Strongbow Advisors, Inc..

The Company had ~~$16,161~~$35,756 in Cash for the period ended March 31, ~~2021,~~2023, compared with ~~$30,723~~$26,942 for the same period ended March 31, ~~2020. This decrease is primarily due to inventory constraints as well as available supply~~2022.

Assets’ position has been improved significantly on account of ~~acceptable raw material the Company requires~~recognition of goodwill, acquisition of equipment by RxCompound and ~~the unprecedented pandemic.~~addition of right of use assets for lease agreement of premises. Peaks also added its telemedicine platform in intangibles.

The Company had ~~$173,994~~$90,790 in Accounts Payable for the period ended March 31, ~~2021,~~2023, compared with ~~$82,228~~$202,270 for the same period ended March 31, ~~2020.~~2022. This ~~increase~~decrease is primarily due to many of the ~~Receiver refusing to pay~~payables being settled for shares, see Company’s October 28, 2022, filed 8-K.

Accrued expenses totaled $115,400 for the ~~Company’s SEC legal counsel, Davisson Associates PA’s invoices, and the Company’s sales team earned commissions.~~

~~The Company had $59,558 in Notes Payable and Accrued Interest~~twelve months ended March 31, 2023, a decrease of $196,210 from $311,610 for the period ended March 31, ~~2021.~~ 2022. The majority of the accrued expenses were $67,863 of accrued payroll for Wendell Hecker and Nickolas Tabraue, $33,391 of accrued interest payable, and the remaining amounts for receiver’s fees.

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

The Company had ~~the same amount in Notes Payable and Accrued Interest~~a Stockholder’s Equity of $1,083,766 for the period ended March 31, ~~2020.~~

~~The Company had a~~2023, compared with $1,805,413 of Stockholder’s Deficit ~~of $5,028,848 for the period ended March 31, 2021, compared with $825,799 of Stockholder’s Equity~~ for the same period ended March 31, ~~2020.~~2022. This ~~increase~~improvement is primarily due to ~~Cromogen’s accrued settlement, and~~the issuance of shares ~~from the conversion of GHS Notes~~for cash and debt settlements (also caused reduction in accrued settlement payable).

The Company achieved a gross margin percentage of 28% for the year ended March 31, 2021, a decrease of 14% from the gross margin percentage of 42% for the prior year ended March 31, 2020. The Company expects this gross margin percentage to be corrected marginally as it achieves greater economies of scale from higher volumes of sales and is consequently able to purchase inventory at lower prices, and acquiring other operating companies with high profit margin products.

Operating Activities ~~- For~~for the years ended March 31, ~~2021~~2023, and March 31, ~~2020,~~2022: the Company used cash for operating activities of ~~$182,124~~$1,013,128 expenses and ~~$421,819,~~$168,106, respectively.

During the years ended March 31, ~~2021~~2023, and March 31, ~~2020,~~2022, the Company had ~~no cash flows from~~$0 in investing ~~activities.~~activities and $1,712, respectively.

During the year ended March 31, ~~2021,~~2023, the Company received ~~$0 in cash proceeds from sales~~$ 564,200 through the issue of ~~registered~~ common ~~stock, $60,524 in cash proceeds from sales~~stock.

Proceeds of ~~registered shares~~$350,000 and $199,980 were received through ~~its effective S-1,~~convertible promissory notes of VCAMJI IRREV. TRUST, C/O Giorgio R. Saumat, Trustee and ~~$50,000 from convertible Promissory Note from Issa El-Cheikh. For~~revolving promissory note of Great Lakes Holding Group, LLC.

Net settlement of $85,000 was made to the ~~Year ended March~~GHS Investments, LLC as per the Court Order, dated May 31, ~~2020, the Company received $421,819 in cash from the issuance registered common stock and convertible notes.~~2023.

Private investors through standard notes, , discounted registered ~~stock.~~stock, and facilitated debt.

The Company ~~follows ASC 718 in accounting for its~~issued shares of common stock ~~based~~(3,500,000 shares) and Preferred B stock (1,000,000 shares) to Nickolas S. Tabraue and Mario G. Tabraue against services provided during the year ended March 31, 2023. No outstanding stock-based compensation ~~to employees. This standard states that compensation cost is measured at the grant date based on the fair value~~as of ~~the award and is recognized at the time granted.~~March 31, 2023.

The Company accounts for transactions in which services are received from non-employees in exchange for equity instruments based on the fair value of the equity instrument exchanged in accordance with ASC 505-50.

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~~company has assessed the impact of the ~~adoption~~recent pronouncements in the preparation of ~~this new standard will have on its~~ Consolidated Financial ~~Statements.~~Statements and their impact has been disclosed in NOTE 2.

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

Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

The financial statements required by this item are set forth at the pages indicated in Part IV, Item 15(a)(1) of this Annual Report.

To the ~~shareholders~~Shareholders and ~~the board~~Board of ~~directors of~~ Directors

We have audited the accompanying ~~consolidated~~ balance ~~sheets~~sheet of Earth Science Tech, ~~Corporation~~Inc. as of March 31, ~~2021 and 2020,~~2023, the related ~~statements~~statement of operations, stockholders’ equity (deficit), and cash flows for the ~~years~~year then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, ~~2021 and 2020,~~2023, and the results of its operations and its cash ~~flows~~flow for the ~~years~~year then ended, in conformity with accounting principles generally accepted in the United States.

These financial statements and financial highlights are the responsibility of the Company’s ~~Ability~~management. Our responsibility is to ~~Continue~~express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. We were not engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

An audit involves performing procedures to obtain audit evidence about amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 32 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3.2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~BF Borgers CPA PC~~

~~We have served as the Company’s auditor since 2017~~
~~Lakewood, CO~~
~~September 28, 2021~~

~~F-2~~

EARTH SCIENCE TECH, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

March 31 2021 March 31, 2020
ASSETS
Current Assets:
Cash $ 16,161 $ 30,723
Accounts Receivable (net allowance of $101,404 and $101,404 respectively) $ 6.108 $ 38,933
Prepaid expenses and other current assets — 54
Inventory 21,739 63,348
Total current assets 44,008 133,058

Property and equipment, net 1,712 4,133

Other Assets:
Patent, net — —
Rou Asset 12,653 11,170
Deposits 6,191 6,191
Total other assets 18,844 17,361
Total Assets $ 64,564 $ 154,552

LIABILITIES AND STOCKHOLDERS’S EQUITY

Current Liabilities:
Accounts payable $ 173,994 $ 82,228
PPP Loan $ 31,750 $ —
PPP Loan 2 $ 31,215 $ —
Isa Loan Advance $ 49,980 $ —
SBA EDIL. Loan $ 106,800 $ —
Accrued expenses $ 234,319 $ 154,552
Accrued settlement 3,994,523 231,323
Interest Payable-Conv Notes-GHS 29,107 9,648
Interest Payable-Promissory Note-GHS 9,029 3,630
Interest Payable
Convertible Note 1-GHS — 76,927
Convertible Note 2-GHS 62,055 88,596
Convertible Note 3-GHS 88,825 88,525
Convertible Note 4-GHS 88,894 88,894
Convertible Note 5-GHS 88,710 55,000
Convertible Note
Promissory Note-GHS 30,000 30,000
Lease Liability-Current 12,653 11,170
Notes payable - related parties 59,558 59,558
Total current liabilities 5,091,412 980,351
Total liabilities 5,091,412 980,351

Commitments and contingencies

Stockholders’ (Deficit) Equity:
Common stock, par value $0.001 per share, 75,000,000 shares authorized; 50,883,056 and 37,813,092 shares issued and outstanding as of March 31, 2021 and March 31, 2020 respectively 50,553 37,814
Additional paid-in capital 28,219,577 28,050,192
Accumulated deficit (33,296,878 ) (28,913,805 )
Total stockholders’ (Deficit)Equity (5,026,848 ) (33,283,592 )
Total Liabilities and Stockholders’ (Deficit) Equity $ 64,564 $ 154,552

	2023			2022
	As of March 31,
	2023			2022
ASSETS:
Current Assets:
Cash	$	35,756		$	26,942
Inventory		10,260			-
Total current assets		46,016			26,942
Property and equipment, net		143,213			-
Right of use asset, net		200,674			-
Intangible assets, net		137,819			-
Goodwill		2,164,480			-
Other assets		-			50,000
Total Assets	$	2,692,202		$	76,942

LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current Liabilities:
Accounts payable and accrued liabilities	$	517,137		$	1,099,766
Current portion of loans and obligations		604,767			780,694
Due to RX		-			1,895
Other payables		117,193			-
Current portion of operating lease obligations		68,188			-
Total current liabilities		1,307,285			1,882,355
Operating lease obligations; less current maturities		96,743			-
Loans and obligations; less current maturities		204,408
Total liabilities		1,608,436			1,882,355
Commitments and contingencies		-			-

Stockholders’ (Deficit) Equity:
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized; 1,000,000 and 0 shares issued and outstanding as of March 31, 2023, and March 31, 2022, respectively		1,000			-
Common stock, par value $0.001 per share, 750,000,000 shares authorized; 282,611,083 and 53,851,966 shares issued and outstanding as of March 31, 2023, and March 31, 2022, respectively		282,612			53,853
Additional paid-in capital		31,303,138			28,264,452
Accumulated deficit		(30,502,984	)		(30,123,718
Total stockholders’ (Deficit) Equity		1,083,766			(1,805,413	)
Total Liabilities and Stockholders’ Equity	$	2,692,202		$	76,942

~~F-3~~F-2

EARTH SCIENCE TECH, INC. AND SUBSIDIARIES

CONSOLIDATED ~~STATEMENTS~~STATEMENT OF OPERATIONS

2021 2020
For the Years Ended March 31,
2021 2020
Revenue $ 140,902 $ 526,139
Cost of revenues 100,968 307,665
Gross Profit 39,934 218,474

Operating Expenses:
Compensation - officers 208,750 194,019
Officer Compensation Stock — 142,590
Marketing — 47,071
General and administrative 228,790 551,480
Donations — —
Loss on disposal of assets — —
Patent Impairment Expenses — —
Professional fees 26,535 30,991
Litigation Expense 3,763,200 —
Cost of legal proceedings 105,773 84,777
Research and development 9,000 76,113
Total operating expenses 4,342,048 1,127,041

Loss from operations (4,302,114 ) (908,567 )

Other Income (Expenses)
Other income 407 26,351
Interest expense (4,765 ) (4,765 )
Interest Expense-Convertible Note 1-GHS (4,254 ) (39,117 )
Interest Expense-Convertible Note 2-GHS (11,122 ) (79,330 )
Interest Expense-Convertible Note 3-GHS (9,005 ) (92,002 )
Interest Expense-Convertible Note 4-GHS (9,012 ) (91,326 )
Interest Expense-Convertible Note 5-GHS (37,909 ) (8,071 )
Interest Expense-Promissory Note-GHS (5,399 ) (3,426 )
Interest Expense (5,399 ) (3,426 )
Interest income — —
Total other income (expenses) (81,059 ) (291,686 )

Net loss before income taxes (4,383,173 ) (1,200,253 )

Income taxes — -

Net loss $ (4,383,173 ) $ (1,200,253 )

Net loss per common share:
Loss per common share-Basic and Diluted $ (0.08 ) $ (0.03 )

	2023			2022
	For the Years Ended March 31,
	2023			2022
Revenues, net	$	48,537		$	14,123
Cost of revenues		26,477			22,639
Gross Profit		22,060			(8,516	)

Operating Expenses:
Officer’s cash compensation	$	91,020		$	77,308
Officer’s stock compensation	$	4,500		$	-
Selling and marketing	$	8,074		$	3,655
General and administrative	$	231,890		$	116,064
Bad Debt Expense	$	-			4,944
Legal and professional	$	605,768		$	16,219
Depreciation and amortization	$	31,352		$	-
Total operating expenses	$	972,604		$	218,190

Loss from operations		(950,544	)		(226,706	)

Other Income (Expenses):
Other income	$	618,711			3,486,672
Interest expense		(47,433	)		(86,706	)
Total other income (expenses)		571,278			3,399,966

Net Profit/(Loss) before income taxes		(379,266	)		3,173,260

Income taxes		-			-

Net Profit/(Loss)	$	(379,266	)	$	3,173,260

Net Profit/(Loss) per common share:
Profit/(Loss) per common share - Basic and Diluted	$	(0.003	)	$	0.06
Weight average number of shares outstanding		145,867,024			53,851,966

~~F-4~~F-3

EARTH SCIENCE ~~TECH. INC,~~TECH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY

FOR THE YEARS ENDED MARCH 31, ~~2021~~2023 AND ~~2020~~2022

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

Balance March 31, 2019 52,205,400 $ 52,206 $ 5,200,000 $ 5,200 $ 27,449,487 $ (27,713,552 ) (206,659 )

Common stock issued for cash 2,926,699 2,927 218,892 221,819
Common stock issued for services -
Common stock issued for officer compensation 243,000 243 142,347 142,590
Common stock issued for employee compensation -
Adjustment to 8/18/19 conversion rate on 237,993 shares issued to GHS (59,498 ) -
Common Stock cancellation-Majorca 1/24/20 (18,000,000 ) (18,000 ) 18,000
Preferred Stock cancellation-Majorca 1/24/20 (5,200,000 ) (5,200 ) 5,200 (5,200 )
Common stock issued for Conversion on Note 437,993 438 133,258 133,696
BCF Intrinsic value on Convertible Note-GHS 142,506 142,506
Net Loss (1,078,478 ) (1,078,478 )

Balance March 31, 2020 37,813,092 $ 37,814 $ — — $ 28,050,192 $ (28,792,030 ) (704,024 )
Beginning balance, value 37,813,092 $ 37,814 $ — — $ 28,050,192 $ (28,792,030 ) (33,283,592 )

Common stock issued for cash 2,837,299 2,838 — — 57,686 — 60,524
Common stock issued for services -
Common stock issued for officer compensation — — — —
Common stock issued for employee compensation — — — —
Common stock issued for Conversion on Note 9,901,575 9,901 11,699 121,600
BCF Intrinsic value on Convertible Note-GHS 142,506 142,506
Net Loss (4,353,753 ) (4,353,753 )

Balance March 31, 2021 50,551,966 $ 50,553 $ — — $ 28,219,577 $ (33,267,558 ) (4,997,428 )
Ending balance, value 50,551,966 $ 50,553 $ — — $ 28,219,577 $ (33,267,558 ) (5,026,848 )

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

Balance at March 31, 2021		50,551,966	$	50,553	$	-		-	$	28,219,577	$	(33,296,978	)		(5,026,848	)

Common stock issued for cash		1,000,000		1,000		-				19,000					20,000
Common stock issued for Conversion on Note		2,300,000		2,300						25,875					28,175
Net Profit/(Loss)								-				3,173,260			3,173,260

Balance at March 31, 2022		53,851,966	$	53,853	$	-		-	$	28,264,452	$	(30,123,718	)		(1,805,413	)

Common stock issued for cash		87,246,677		87,247		-				476,953					564,200
Common stock issued for operating claims		1,700,000		1,700											1,700
Common stock issued for officer’s compensation		3,500,000		3,500											3,500
Preferred stock B issued for officer’s compensation						1,000,000		1,000							1,000
Common stock issued for debt settlement		85,612,440		85,612						736,533					822,145
Common stock issued for acquisition of RX and Peaks		50,700,000		50,700						1,825,200					1,875,900
Net Profit/(Loss)												(379,266	)		(379,266	)

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

~~F-5~~F-4

EARTH SCIENCE TECH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

2021 2020
For the Years ended March 31
2021 2020
Cash Flow From Operating Activities:
Net loss (4,383,173 ) (1,200,253 )
Adjustments to reconcile net loss to net cash from operating activities:
Stock-based compensation — 142,590
Stock issued for services — —
Depreciation and amortization 2,421 7,229
Changes in operating assets and liabilities:
Increase/Decrease in deposits — —
Increase/Decrease in prepaid expenses and other current assets 32.879 82,401
Decrease/Increase in inventory 41,609 97,961
Increase in other assets — —
Increase in accrued settlement 3,763,200 —
Increase in accounts payable 346,378 351,152
Net Cash Used in Operating Activities (196,686 ) (518,620 )

Investing Activities:
Purchases of property and equipment — —
Patent expenditures — —
Net Cash Used in Investing Activities — —

Financing Activities:
Proceeds from issuance of common stock 60,524 221,819
Proceeds from notes payable- related party — —
Proceeds from Convertible Note 1-GHS 121,600 200,000
Proceeds from Promissory Note- GHS — —
Repayment of advances from related party — —
Net Cash Provided by Financing Activities 182,124 421,819

Net Increase in Cash (14,562 ) (96,801 )

Cash - Beginning of year 30,723 127,801
Cash - End of year 16,161 30,723

	2023			2022
	For the Years ended March 31
	2023			2022
Cash flows from operating activities:
Net Profit/(Loss)		(379,266	)		3,173,260
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation		4,500			-
Gain on payable settlement		(618,711	)		-
Depreciation and amortization		31,352			-

Changes in operating assets and liabilities:
Deposits		-			6,191
Prepaid expenses and other current assets		-			(43,892	)
Inventory		-			21,738
Other current liabilities		-			(22,333	)
Accrued settlement		235,947			(3,408,637	)
Accounts payable and accrued expenses		(286,949	)		105,567
Net cash used in operating activities		(1,013,128	)		(168,106	)

Cash flows from investing activities:
Purchases of property and equipment		-			1,712
Net cash used in investing activities		-			1,712

Cash flows from financing activities:
Proceeds from issuance of common stock		564,200			48,175
Payments on debt obligations		(97,612	)		-
Proceeds from loans and notes		549,980			125,000
Net Cash Provided by Financing Activities		1,016,568			173,175
Net increase (decrease) in cash and cash equivalents		3,440			6,781
Impact of acquisition		5,374			-
Cash and cash equivalents at beginning of the period		26,942			10,781
Cash and cash equivalents at end of the period		35,756			26,942

Supplemental Disclosure of Cash Flow Information
Cash paid for interest	$	8,016		$	3,082
Cash paid for income taxes		-			-

Non-Cash Transactions
Common stock issued for acquisition of subsidiaries	$	1,875,900			-
Common stock issued for debt settlement		822,145			-
Common stock issued for operating claims		1,700			-
Common stock issued for officer’s compensation		3,500			-
Preferred B stock issued for officer’s compensation		1,000
Common stock issued on conversion of notes payable		-			28,175

~~F-6~~F-5

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. ETST has~~2010, subsequently changed its immediate focus from researching and developing innovative hemp extracts and making them accessible worldwide; with plans to be a supplier of high quality hemp oil enriched with high-grade CBD. Its primary goal had been to advance different high quality hemp extracts with a broad profile of cannabinoids and additional natural molecules found in industrial hemp and to identify their distinct properties. Initially our missions were to educate the public on the many and varied nutritional and health benefits of CBD-rich hemp oil, to optimize purity in formulation, and to find new product delivery systems. With the decline in CBD sales due to the State of ~~factors described above, we determined that the most efficient means to increase shareholder value would be the acquisition~~Florida on June 27, 2022. As of a complimentary business that would bring revenues sufficient to support its own operations but that would allow the business to expand and for the Company to rebuild its CBD business. The opportunity thatNovember 8, 2022, the Company is ~~currently pursuing~~a holding entity set to acquire companies with its current focus in the health and wellness industry. The Company is ~~the acquisition of JBC Medical Equipment, Inc. together with~~presently in compounding pharmaceuticals and telemedicine through its wholly owned subsidiaries RxCompoundStore.com, ~~LLC and~~LLC. (“RxCompound”), Peaks Curative, LLC. The acquisition of all three businesses would give the Company the ability to cross-sell among the businesses as well as our current customers. There are also some areas that have been identified in these companies that are at the point where the revenue levels are at(“Peaks”), and Earth Science Foundation, Inc. (“ESF”).

RxCompound is a point where allocating minimal incremental expenses in certain product offerings should result in more significant increases in revenue and earnings. The corporate strategy currently is to develop the acquisition plan, structure and terms while the Company’s receivership is wound down so that when it emerges from receivership, it is in a position to execute on the planned acquisitions. As the Company assimilates the new businesses into its operations, it plans to work to raise additional capital necessary to expand on the existing operations and to capitalize on their synergistic opportunities that provide the greatest immediate return on investment (i.e. pick the low hanging fruit), then to continue capitalizing on the opportunities among the companies and to rebuild its CBD sales. Finally it plans to license its Hygee product to a third party, if it is able to negotiate terms that are acceptable.

To design and produce CBD enhanced nutraceutical products for sale to the general public. We intend to create high-grade CBD-rich hemp oil and other CBD containing products unique to the current market in the nutraceuticals industry. We believe that our formulations will set us apart from competing products for promoting health. We have formulated and produced our initial CBD products, intended for, subject to performance, treating various symptoms of diseases and ailments or for overall health. The Company plans to expand manufacturing and marketing of these CBD products with expansion of products over the next five years.

To offer a wide selection of health and nutrition products through online, clinics, pharmacies, and in-store retail. Through our wholly owned subsidiary, we plan to continue expanding retail sales of nutritional supplements through online, clinics, pharmacies, and in-store sales. Then with the acquisition of the compounding pharmacy ~~we will focus~~that has historically focused on men’s health, specifically medical products directed at ED such as ~~well~~Tadalafil, and Sildenafil Citrate (the generic names for Cialis and Viagra, respectively) and longevity. Currently licensed to fulfill prescriptions in the states of Florida, New York, New Jersey, Delaware, Colorado, Rhode Island, Pennsylvania, Nevada, and Arizona. RxCompound is in the application process to obtain licenses in the remaining states in which it is not yet licensed to dispense prescriptions. Furthermore, RxCompound recently 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 referral site facilitating asynchronous consultations for branded compound medications prepared at RxCompound. Peaks is currently positioned to prescribe to all 50 states utilizing a third-party consultation service provider, but only able to fulfill prescriptions within RxCompound’s licensed states. Peaks will be able to fulfill more states as ~~other areas. In particular,~~RxCompound obtains pharmacy licenses in additional states. Patients who order Peaks via monthly subscription will be automatically enrolled into Peaks’ Loyalty Program. As a member of the ~~Company~~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 plans to ~~continue with plans~~execute a marketing campaign within the states in which RxCompound is licensed to ~~build~~increase brand exposure and sales. This 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 ~~sterile facility so~~favored entity of ETST, effectively being a non-profit organization that ~~injectable products may be compounded~~was incorporated on February 11, 2019, and ~~sold. Our current product selection includes many high-quality supplement brands,~~is structured to accept grants and ~~includes our proprietary CBD-rich hemp oil.~~donations to help those in need of assistance in paying for prescriptions.

~~Note~~NOTE 2 — ~~Summary of Significant Accounting Policies~~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~~are 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.~~ wholly owned subsidiaries RxCompound, Peaks and ESF.

The Company’s acquisition of RxCompound was consummated on November 8, 2022, along with Peaks; however, RxCompound completed its PCAOB audit on February 3, 2023 (“Acquisition Date”). Operating results of subsidiaries ~~include Earth Science Tech Inc, Nutrition Empire Co. Ltd., Earth Science Vapor,~~have been consolidated according to their acquisition dates. No inter-company transactions and ~~Earth Science Pharmaceutical Inc.~~balances were identified.

Going Concern

The financial statements have been prepared on a going concern basis, and ~~Kannabidioid Inc.~~do not reflect any adjustments related to the uncertainty surrounding the Company’s recurring losses, working capital deficiency or accumulated deficit.

~~We operate through wholly-owned subsidiaries which provide products, marketing and distribution.~~

F-6

As of ~~December 2014, Nutrition Empire, Inc. was opened~~March 31, 2023, the Company had $35,756 in cash to fund its operations. The Company does not believe its current cash balance will be sufficient to allow the Company to fund its current liabilities of $1,307,285. The ability of the Company to continue as a ~~brick~~going concern is dependent on obtaining adequate capital to fund operating losses until it becomes profitable. These principal factors raise substantial doubt concerning the Company’s ability to continue as a going concern. Management has financed the Company’s operations principally through government loans, notes payable and ~~mortar retail store~~equity finance.

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 ~~provides health, wellness, sports nutrition~~the actions presently being taken to further implement its business plan and ~~dietary supplement products at competitive prices. In March 2015,~~generate sufficient revenues may provide the opportunity for the Company ~~created Earth Science Tech Vapor One, Inc.,~~to continue as a ~~license and distribution company allowing us entry~~going concern. While the Company believes in the ~~maturing marketplace~~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 ~~vaping industry. In 8/22/2016 Earth Science Pharmaceuticals, Inc. was formed~~Company to ~~acquire Beo Its, Inc. Our licensing relationship gives us~~continue as a going concern is dependent upon the ~~market mobility, allowing us~~Company’s ability to ~~capture~~further implement its business plan and generate sufficient revenues.

The ability of the ~~emerging market offering our Cannabidiol oil~~Company to ~~our retail partners~~continue as ~~demand emerges.~~a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~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.~~

period. The ~~Company’s~~areas 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 recoverability~~going 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 due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates orunderlying assumptions are ~~difficult to measure or value.~~

~~Management bases its estimates~~reviewed 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.

~~F-7~~

Impairment of Long-Lived Assets

~~Carrying value, recoverability and impairment of~~

The Company tests 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 three patent applications 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~~recoverable through the ~~recoverability of its long-lived assets by comparing the projected~~estimated undiscounted ~~net~~ cash flows ~~associated with~~expected to result from 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~~use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying ~~amount over~~value exceeds 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.value.

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, if any, are included in operating expenses.

On June 4, 2019 the Company let its patents be abandoned 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 Jun 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~~Cash and cash equivalents include all highly liquid ~~investments~~debt instruments with ~~a maturity~~original maturities of three months or less ~~to be cash~~which are not securing any corporate obligations. As of March 31, 2023, 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 whichMarch 31, 2022, the Company ~~may deal if one party controls or can significantly influence the management or operating policies~~held a cash balance of ~~the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests;~~$35,756 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.$26,942, respectively.

Commitments and contingencies

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

F-7

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.

~~F-8~~

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~~has implemented ASC 606, Revenue from Contracts with Customers for revenue ~~recognition. Although~~recognition by incorporating the ~~new revenue standard is expected to have an immaterial effect, if any, on our ongoing net income, we did implement~~necessary changes ~~to our processes related to revenue recognition~~in systems and ~~the control activities within them.~~processes. These changes 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. Revenue is recognized at the point in time.

The Company recognizes revenue from product sales or services rendered when control of the promised goods ~~are~~is transferred to our ~~clients~~customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize ~~revenues~~revenue when or as the Company satisfies a performance obligation.

Disaggregated Revenue

The Company ~~recognizes~~disaggregates revenue from contracts with customers by category — core and non-core, as it believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

The Company’s disaggregated revenue by category is as follows:

SCHEDULE OF DISAGGREGATED REVENUE


	For the Years Ended
	March 31, 2023		March 31, 2022

Core:
Sale of Pharmaceutical products - RxCompound	$	44,099	$	-
CBD Sales – Holding Company		-		14,123
Total core revenue, net		44,099		14,123
Non-Core:		-		-
Services – Peaks		4,438		-
Total revenue, net	$	48,537	$	14,123

Inventories

The Company has its ~~retail store revenue at point of sale, net of sales tax.~~

~~Inventories~~

~~Inventories consist of various types of nutraceuticals and bioceuticals at the Company’s main facility. Inventories are~~inventories stated at the lower of cost ~~or market using the~~(on first in, first out (FIFO) ~~method.~~method) or market value basis. A reserve is established if necessary to reduce excess or obsolete inventories to their ~~net~~ realizable value. The stated cost is comprised of 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. As of March 31, 2023 and March 31, 2022, the inventory reserves were not material.

F-8

Cost of ~~Sales~~Revenues

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

Shipping and Handling ~~Costs~~

~~The~~Costs incurred by the Company ~~includes~~for shipping and handling ~~fees billed~~are included in costs of revenues.

Related Parties

The Company follows ASC 850-10, Related Parties, for the identification of related parties and disclosure of related party transactions. Pursuant to ~~customers~~Section 850-10-20, the related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as ~~revenues~~such terms are used in and ~~shipping~~construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and ~~handling costs for shipments~~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 ~~customers as cost~~an extent that one of ~~revenues.~~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.

Research and development

Income taxes

The Company ~~follows~~accounts for income taxes under ASC 740, ~~in accounting~~Income 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 on~~measured using enacted tax rates expected to apply to taxable income in the ~~estimated future tax effects of net operating loss carry forwards and~~years in which those temporary differences ~~between the~~are expected to be recovered or settled. The effect on deferred tax ~~bases of~~ assets and liabilities ~~and their respective financial reporting amounts measured at~~of a change in tax rates is recognized in income in the ~~current enacted~~period, which includes the enactment date. Deferred tax ~~rates. The Company records~~assets are reduced by a valuation allowance ~~for its deferred tax assets~~ when, in the opinion of management, ~~concludes that~~ it is ~~not~~ more likely than not ~~those~~that some portion of or all the deferred tax assets will not be ~~recognized.~~realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

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

F-9

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 March 31, ~~2020~~2023, the Company has ~~not~~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 ~~carry forwards~~carryforwards (NOL) for income tax purposes of approximately ~~$6,150,613.~~$6,150,613. This loss is allowed to be offset against future income until the year 2039 when the NOL’s will expire. The tax benefits relating to all timing differences have been fully reserved for in the valuation allowance account due to the substantial losses incurred through March 31, ~~2021.~~2022. The change in the valuation allowance for the years ended March 31, ~~2021~~2023, and ~~2020~~2022, was an increase of $0$0 and ~~$0,~~$0, respectively.

~~F-9~~

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~~after the ownership change.

Net loss per common share

The Company follows ASC 260 to account for earnings per share. Basic earnings per common share calculations are determined by dividing net results from operations by the weighted average number of shares of common stock outstanding during the year. Diluted loss per common share ~~calculations are~~calculation is determined by dividing net results from operations by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

~~As of~~For the year ended March 31, ~~2021 the Company~~2023, shares issuable upon conversion of convertible 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.

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 March 31, 2023, the Company recognized goodwill on the acquisition of its wholly owned subsidiaries; RxCompoundStore.com, LLC. (“RxCompound”) and Peaks Curative, LLC. (“Peaks”).

Stock Based Compensation

The Company applies the fair value method of ASC 718, Compensation-Stock Compensation, in accounting for its stock-based compensation. These standards state that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period, if any. The Company uses the Black-Scholes option pricing model to determine the fair value of its stock, stock option and warrant issuance. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price, as well as assumptions regarding a few complex and subjective variables. These variables include the Company’s expected stock price, volatility over the term of the awards, actual employee exercise behaviors, risk-free interest rate and expected dividends. The company issued common stock for services provided by officers and others, during the year ended March 31, 2023. However, no stock-based commitments were outstanding as at March 31, 2023 and 2022.

F-10

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 to this standard.

~~Stock based compensation~~Fair Value

~~The Company follows~~FASB ASC ~~718~~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 ~~accounting for its stock based compensation to employees. This standard states~~an orderly transaction between market participants at the measurement date. ASC 820 requires that ~~compensation cost is~~assets and liabilities measured at fair value are classified and disclosed in one of the ~~grant date based on~~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 March 31, 2023, and as of March 31, 2022. Factors that the Company considered when estimating the fair value of its debt included market conditions, liquidity levels in the ~~award~~private placement market, variability in pricing from multiple lenders and ~~is recognized over the service period, which is usually the vesting period. The Company values stock based compensation at the market price~~terms of ~~the Company’s common stock as of the date in which the obligation for payment of service is incurred.~~debt.

The Company accounts for transactions in which service are received from non-employees in exchange for equity instruments based on the fair value of the equity instrument exchanged in accordance with ASC 505-50.

Property and equipment

Property and equipment ~~is recorded~~are stated 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~~cost. Expenditures for maintenance and ~~Equipment Estimated Useful Lives~~

~~Leasehold improvements~~	~~Shorter of useful life or term of lease~~

~~Signage~~	~~5 years~~

~~Furniture and equipment~~	~~5 years~~

~~Computer equipment~~	~~5 years~~

~~The cost of~~ repairs ~~and maintenance is expensed~~are charged to earnings as incurred; ~~major replacements~~additions, renewals and ~~improvements~~betterments are capitalized. When ~~assets~~property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any ~~resulting gains~~gain or ~~losses are~~loss is included in operations. During the year ended March 31, 2023, RxCompound added various equipment for its hazardous room, to compound hormonal creams. Depreciation on equipment is charged using a straight line method over the estimated useful life of 5 years.

~~F-10~~

Recently issued accounting pronouncements

We have considered the impact of the following pronouncements:

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

F-11

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 company” beginning after December 15, 2020). The Company ~~does not expect that~~has adopted this standard effective from January 1, 2021, and the adoption of this ~~new~~ standard ~~will~~did not have ~~a material~~any significant impact on ~~its~~the consolidated financial statements.

The FASB recently issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to reduce complexity in applying GAAP to certain financial instruments with characteristics of liabilities and equity. The guidance in ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, which requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In ~~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 related~~amendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the ~~rights~~issuer’s own stock and ~~obligations created~~classified 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 related~~2020-06 further revise the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the ~~nature, timing and uncertainty~~if-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 is~~amendments in ASU 2020-06 are effective for public entities for fiscal years beginning after December 15, ~~2018, and interim periods within those fiscal years. Early~~2021, with early adoption ~~is permitted.~~permitted (for “emerging growth company” beginning after December 15, 2023). The Company ~~is currently evaluating~~has assessed the impact ~~the adoption of~~ this ~~new~~ standard will have on ~~its~~the 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 Standards~~guidance 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 consolidated~~all entities within their scope for financial ~~statements.~~

~~In May 2014, the FASB~~statements 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 an~~amendments is permitted. An entity ~~should identify the unit of accounting for the principal versus agent evaluation and how it~~ should apply the ~~control principle~~amendments 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 ~~context~~scope of the ~~contract) and allow entities to disregard items~~amendments that are ~~immaterial~~reflected in financial statements at the ~~context~~date of ~~a contract. The Company continues~~initial application and new transactions that are entered into after the date of initial application or (2) retrospectively to those transactions. We do not expect adoption of this standard to result in additional disclosures within our Consolidated Financial Statements.

Intangible assets

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

F-12

Reclassification

No restatement was made 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 itscomparative Consolidated Financial Statements.

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

~~Intangible Assets~~

In October 2014, the Company acquired a patent that is being amortized over its useful life of fifteen years in accordance with ASC 350, “Intangibles - Goodwill and Other”. The Company purchased the patent through a cash payment of $25,000. Additionally, the Company capitalized patent fees of $26,528. The Company’s balance of intangible assets on the condensed consolidated balance sheet net of accumulated amortizations $0 and $38,740.00 as of March 31, 2019 and March 31, 2018, respectively. Amortization expense related to the intangible assets was $4,406.00 and $4,406.00, respectively for the years ended March 31, 2019 and 2018, respectively. For the year ended March 31, 2019, all patents were impaired and written off due to changes in accounting principles. $34,334 were written off to Patent impairment expenses.

~~F-11~~

~~Reclassification~~

However, Certain amounts from the prior ~~period~~year have been reclassified to conform to the current ~~period~~year presentation.

~~Note~~NOTE 3 ~~— Going Concern~~– PROPERTY AND EQUIPMENT, NET

SCHEDULE OF PROPERTY AND EQUIPMENT

	As of			As of
	March 31, 2023			March 31, 2022

Equipment – cost	$	150,082		$	-
Less: Accumulated depreciation		(6,869	)		-
Property and Equipment, Net	$	143,213			-

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. At March 31, 201, the Company had negative working capital, an accumulated deficit of $33,283,592 and was in negotiations to extend the maturity date on notes payable that are in default. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

While the Company is attempting to generate sufficient revenues, 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 opportunityDepreciation expense for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate sufficient revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’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~~

~~Kannabidioid, Inc. is currently in development stage and has had no related party revenue from Earth Science Tech, Inc. for the three months ended March 31, 2020.~~

On January 11, 2019, Robert Stevens was appointed by the Nevada District Court as Receiver for the Company in Case No. A-18-784952-C. As approved by the Nevada District Court, Strongbow Advisors, Inc., an entity controlled by Robert Stevens (“Strongbow”), is compensated at a rate of $400 per hour for his services as the Company’s Receiver. During the twelve months ended March 31, 2021, $53,110 has been paid to Strongbow as compensation for Mr. Stevens’ services as the Company’s Receiver.

~~Note 5 – Stockholders’ Equity~~

~~During~~ the years ended March 31, ~~2021~~2023, and March 31, 2022, was $6,869 and $0, respectively.

During the year additions represented the Equipment acquired by RxCompound. It also obtained financing for TCA cleanroom Suite ($80,794) and 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 4- LEASES

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

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

RxCompoundStore.com, LLC entered into a lease arrangement on May 26, 2022, whereby the subsidiary obtained the possession of the property located at 8950 SW 74th Court Suite 101, Miami, FL, 33156. The lease requires monthly payments of $7,057 for a term of 36-months plus the single lump sum payment of $40,000 upon execution in June 2022. The facility consists in two offices, a sterile compounding cleanroom, a cooking room, a reception area, a fulfillment area, and storage for inventory. The lease agreement does not contain any significant residual value guarantees or restrictive covenants but does contain a 3-year renewal option. The Company treated this lease arrangement as an operating lease and recognized right of use asset and lease liability accordingly.

F-13

Supplemental balance sheet information related to leases were as follows:

SCHEDULE OF SUPPLEMENTAL BALANCE SHEET RELATED TO LEASES

	As of		As of
	March 31, 2023		March 31, 2022

Assets
Right of use asset, net	$	200,674	$	-

Operating lease liabilities
Current		68,188		-
Non-current		96,743		-
Total Lease Liabilities	$	164,931	$	-

The components of lease cost were as follows:

SCHEDULE OF LEASE COST


	For the Years Ended March 31
	2023		2022

Depreciation	$	15,436	$	-
Interest on lease obligation		2,935		-
Total lease cost	$	18,372	$	-

Lease term and discount rate were as follows:

SCHEDULE LEASE TERM AND DISCOUNT RATE

	As of			As of
	March 31, 2023			March 31, 2022

Weighted average remaining lease term - Operating leases		2.17 years			-

Weighted average discount rate - Operating leases		10	%		-

NOTE 5 - INTANGIBLE ASSETS

Intangible assets, consisted of the following:

SCHEDULE OF INTANGIBLE ASSETS

	As of			As of
	March 31, 2023			March 31, 2022

Telemedicine Platform	$	17,806		$	-
Web Domain		19,323			-
Goodwill – push down approach ^(A)		138,312			-
Accumulated Amortization		(37,622	)		-
Net Balance	$	137,819		$	-

(A)

Goodwill - push down approach

On September 01, 2020, a shareholder acquired 100% of the outstanding ownership of RxCompound and elected a push down accounting approach as of the date of the purchase date which resulted in the recognition of the goodwill of $138,312 in the Balance sheet of RxCompound. The Holding Company elected to amortize Goodwill over 10 years, as per prior years’ policy, and charged an amortization expense of $13,831 in the year ended March 31, 2023.

F-14

NOTE 6- GOODWILL

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

SCHEDULE OF GOODWILL

	As of				As of
	March 31, 2023		Impairment		March 31, 2023
RxCompound and Peaks	$	2,164,480	$	-	$	2,164,480

Total	$	2,164,480	$	-	$	2,164,480

The Company conducted an impairment test as of March 31, 2023, and no indication of impairment was identified.

NOTE 7- ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

	As of		As of
	March 31, 2023		March 31, 2022

Accounts Payable	$	90,790	$	202,270
Accrued Expenses (A)		115,400		311,610
Accrued settlement (B)		310,947		585,886
Total	$	517,137	$	1,099,766

(A) Accrued Expenses

As of March 31, 2023, accrued expenses included interest payable of $33,391, accrued payroll of $67,863, audit fees payable of $ 10,000 and other payables of $4,146.

(B) Accrued Settlement

On May 31, 2022, an Order was issued by the District Court for the settlement of claims of Chromogen ($ 585,885), William Leonard ($60,281), Garman Turner Gordon LLP ($77,570), GHS ($85,000), Robert Stevens ($220,000) and Rothchild ($270,000).

As of March 31, 2023, the company recognized unpaid accrued settlement of $90,947 and $220,000 against the claims of Rothchild and Strongbow Advisors.

Prior year’s claim of $585,886 of Cromogen has been settled through cash payment of $75,000 by the Company and remaining $510,886 was settled by Giorgio R. Saumat. Subsequently, the Company issued ~~12,738,874~~62,562,440 shares of common stock to Giorgio R. Saumat in exchange for the claims settled by him.

F-15

NOTE 8 – DEBTS

Notes payable and ~~3,164,692~~loans payable consisted of the following:

SCHEDULE OF NOTES AND LOANS PAYABLE

		As of March 31, 2023,
				Current		Long-Term
Name		Total		Maturities		Maturities

SBA Loan Payable	(1)	$	209,175	$	4,767	$	204,408
Revolving Promissory Note Payable	(2)		250,000		250,000		-
Convertible Promissory Note Payable	(3)		350,000		350,000		-
Equipment Finance	Note-3		117,193		30,823		86,370
		$	926,368	$	635,590	$	290,778

As of March 31, 2022,

				Current		Long-Term
Name		Total		Maturities		Maturities

SBA Loan Payable	(1)	$	106,800	$	106,800	$	-
Revolving Promissory Note Payable	(2)		50,000		50,000		-
Convertible Promissory Note Payable	(3)		410,313		410,313		-
PPP Loan Payable	(4)		31,750		31,750		-
Advance Payable	(4)		50,000		50,000		-
Promissory Note Payable	(4)		44,429		44,429		-
Notes payable – related parties	(4)		87,402		87,402		-

		$	780,694	$	780,694	$	-

(1)

SBA Loan Payable

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 March 31, 2023:

SCHEDULE OF AGGREGATE FUTURE LONG TERM SBA LOAN PAYMENTS

	Amount
Loan Payments
Within year 1	$	4,767
Within year 2		4,947
Within year 3		5,132
Within year 4		5,325
Thereafter		189,004
Total Loan Payments		209,175
Less: Current portion		(4,767	)

Non-Current portion	$	204,408

F-16

(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) Convertible Promissory Note

The Company issued two convertible notes to VCAMJI IRREV. TRUST, C/O Giorgio R. Saumat, Trustee against cash proceeds of $200,000 (July 10, 2022) and $150,000 (June 10, 2022) respectively. Interest is charged at the rate of 10% and both notes are expected to be settled by June 27, 2023 and June 05, 2023, respectively. Convertible notes have been classified as related party balance.

The Company analyzed the convertible notes payable based on the provisions of ASC 815-15 and determined that the conversion options of the convertible notes qualify as embedded derivatives. However, the convertible feature was not beneficial for the holder since issuance due to accumulated deficit and restriction on dividend payments. Accordingly, no derivative liability was recognized as of March 31, 2023. The Company will perform this assessment at each year end.

(4) Opening Debt Obligations:

All other prior year’s debt obligations of Issa - EL Cheikh and Mario Portella have been settled through the issue of 16,300,000 and 2,750,000 shares of common stock, respectively. GHS Investments LLC balance was net settled through the cash payment of $85,000 only and PPP Loan of $31,750 was waived off.

NOTE 9 – ACQUISITION AND RELATED TRANSACTIONS

On or about November 3, 2021 the Company entered into an agreement for the purchase of RxCompoundStore.com, LLC and Peaks Curative, LLC through the purchase of 100% of the outstanding equity securities of both entities. The agreement was amended on November 08, 2022, to incorporate share exchange consideration only. 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, which was considered as its acquisition date.

Subsidiaries operating results were consolidated according to the above acquisition dates. Shortly after entering into the purchase agreement with RxCompoundstore.com and Peaks Curative, the Company shifted from formulating and selling CBD products to formulating pharmaceutical products and topicals for sale through its accounts and the telemedicine platform of Peaks Curative. Consequently, in the year ended March 31, 2023, no revenue was recognized by the Holding Company but generated revenue of $48,537 through RxCompound and Peaks.

As consideration for the acquisition, an aggregate of 50,700,000shares of the company’s Common Stock of the Earth Science Tech, Inc were issued to the shareholders of subsidiaries in following proportion:

SCHEDULE OF AN AGGREGATE SHARES OF THE COMMON STOCK

Shareholder of Subsidiaries			Shares of Common Stock

Mario G. Tabraue			9,750,000
Jose Rodriguez			19,750,000
Mario Portela			17,000,000
Adrian Raventons			2,000,000
Frank Garcia			2,000,000
Sam Garcia			200,000
Total			50,700,000

Pro Forma unaudited financial information has been attached within the 10-K as Exhibit 99.3.

F-17

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Legal Matters:

The Company received an email on February 9, 2023, from the Autorité des Marchés Financiers (“the AMF”) with a complaint, in French, dated January 23, 2023. The Complaint alleges that the Company’s former CEO, Dr. Michele Aube, improperly raised capital for the Company and is claiming Forty Thousand Dollars in damages. Dr. Aube resigned in 2019. On May 23rd, 2023, the Company agreed not to raise any new capital in Quebec and pay Seven Thousand, Four Hundred and Seven Dollars in administrative penalty to the AMF.

Status of prior year’s outstanding claims have been disclosed in NOTE 7.

Employment and Consulting Agreements:

The Company is a party to an employment agreement with its CFO $750 bi-weekly. The agreement is cancelable by either party giving thirty days’ notice. The Company’s CEO and President will not receive compensation until the Company is cash flow positive for 3 consecutive bi-week payroll periods. Once the Company has achieved cash flow positive status, the Company’s Board of ~~$60,524~~Directors will renegotiate the CEO and ~~$335,117.44 respectively.~~President’s agreement. However, unpaid salary has been disclosed under accrued expenses.

~~During~~No consulting agreement was signed during the years ended March 31, ~~2020~~2023, and ~~2019,~~March 31, 2022.

Rental:

During the year ended March 31, 2023, RxCompound entered into lease arrangement for the property located at 8950 SW 74th Court Suite 101, Miami, FL, 33156. Terms of the contract have been disclosed in NOTE 04 – LEASES.

NOTE 11 – EQUITY

Common stock:

The Company has authorized 750,000,000 shares of $.001 par value common stock. As of March 31, 2023, and March 31, 2022, the Company had 282,611,083 and 53,851,966 shares, respectively, of common stock issued and outstanding.

During the year ended March 31, 2023, the Company issued 087,246,677 shares of common stock against cash proceeds of $564,200.

Common stock issued for officer’s compensation and ~~75,000~~debt settlement were 3,500,000 and 85,612,440 (shareholder-wise breakdown has been disclosed in NOTE 7).

On July 15, 2022, the company issued 1,700,000 shares to Mario Alexander Portela, Jose Damian Rodriguez and Steven Warm (for receiver’s services).

In connection with the Acquisition of RxCompound and Peaks, the Company issued 50,700,000 shares of common stock to the existing shareholders of subsidiaries (shareholder-wise breakdown has been disclosed in NOTE 9).

F-18

During the year ended March 31, 2022, the Company issued 1,000,000 common shares for ~~services at a fair value~~cash consideration of ~~$0.00 and $57,420 respectively.~~$1,000.

~~During the years ended March 31, 2020 and 2019,~~On June 04, 2021, the Company issued ~~0 and 494,500 common shares with a fair value of $0 and $142,590, respectively to officers as compensation.~~

On April 10, 2020 the Company issued to GHS Investments LLC through its S-1 at a price of $0.01888 per share an aggregate of 326,568 free trading shares of the Company’s Common Stock for an aggregate consideration of $6,165.60.

On May 01, 2020 the Company issued to GHS Investments LLC through its S-1 at a price of $0.01848 per share an aggregate of 196,624 free trading shares of the Company’s Common Stock for an aggregate consideration of $3,633.60.

On June 02, 2020 the Company issued to GHS Investments LLC through its S-1 at a price of $0.01688 per share an aggregate of 883,437 free trading shares of the Company’s Common Stock for an aggregate consideration of $14,912.40.

On June 17, 2020 the Company issued to GHS Investments LLC through its S-1 at a price of $0.02800 per share an aggregate of 567,158 free trading shares of the Company’s Common Stock for an aggregate consideration of $15,880.40.

~~F-12~~

On July 10, 2020 the Company issued to GHS Investments LLC through at a price of $0.028 per share an aggregate of 471,228 free trading shares of the Company’s Common Stock for an aggregate consideration of $10,517.80.

On August 04, 2020 the Company issued to GHS Investments LLC through i a price of $0.024 per share an aggregate of 392,284 free trading shares of the Company’s Common Stock for an aggregate consideration of $9,414.80.

~~On September 01, 2020 the Company issued 1,500,000~~2,300,000 shares of Common Stock at a price of ~~$0.021~~$0.01225 per share in conversion of the Convertible Promissory Note dated ~~February 13,~~April 2, 2019, for the principal debt amount of ~~$25,555.26~~$19,982.84 and interest of ~~$5,944.74~~$8,192.16 totaling ~~$31,500.00~~$28,175.00 pursuant to the exemption provided by 3(a)9 of the Securities Act of 1933, as amended. Like the other notes purchased by GHS, the notes were originally issued as “not in a public offering” under the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

Preferred Stock:

On ~~October 06, 2020~~April 21, 2022, the Company amended its Articles of Incorporation to include Preferred Stock - Series B Preferred, authorized 1,000,000 shares.

As stock-based compensation, the Company issued ~~1,500,000~~500,000 shares of ~~Common Stock at a price of $0.017728 per share in conversion of the Convertible Promissory Note dated February 13, 2019 for the principal debt amount of $26,034.72~~Series B Preferred to Nickolas Tabraue, and interest of $556.53 totaling $26,591.25 pursuant to the exemption provided by 3(a)9 of the Securities Act of 1933, as amended. Like the other notes purchased by GHS, the notes were originally issued as “not in a public offering” under the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

~~On December 03, 2020 the Company issued 2,000,000~~500,000 shares of Common Stock at a price of $0.00826 per share in conversion of the Convertible Promissory Note dated February 13, 2019 for the principal debt amount of $16,111.79 and interest of $408.21 totaling $16,520.00 pursuant to the exemption provided by 3(a)9 of the Securities Act of 1933, as amended. Like the other notes purchased by GHS, the notes were originally issued as “not in a public offering” under the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

On January 12, 2021 the Company issued 951,575 shares of Common Stock at a price of $0.0098 per share in conversion of the Convertible Promissory Note dated February 13, 2019 for the principal debt amount of $9,225.49 and interest of $99.94 totaling $9,325.43 pursuant to the exemption provided by 3(a)9 of the Securities Act of 1933, as amended. Like the other notes purchased by GHS, the notes were originally issued as “not in a public offering” under the exemption provided by Section 4(2) of the Securities Act of 1933, as amended

On January 22, 2021 the Company issued 1,800,000 shares of Common Stock at a price of $0.00826 per share in conversion of the Convertible Promissory Note dated April 12, 2019 for the principal debt amount of $0 and interest of $19,152.00 totaling $19,152.00 pursuant to the exemption provided by 3(a)9 of the Securities Act of 1933, as amended. Like the other notes purchased by GHS, the notes were originally issued as “not in a public offering” under the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

On March 29, 2021 the Company issued 2,150,000 shares of Common Stock at a price of $0.00826 per share in conversion of the Convertible Promissory Note dated April 2, 2019 for the principal debt amount of $0 and interest of $18,511.50 totaling $18,511.50 pursuant to the exemption provided by 3(a)9 of the Securities Act of 1933, as amended. Like the other notes purchased by GHS, the notes were originally issued as “not in a public offering” under the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

~~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 $3,994,522.5 million 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.

~~F-13~~

As part of the impact of the receivership, the Court issued a Writ of Injunction or “Blanket Stay” covering the Company and its assets during the time that the Company is in receivership. As a result of the “Blanket Stay” the Company’s estate is protected from creditors and interference with its administration is prevented while the Company’s financial issues are being fully analyzed and resolved. As part of this process, creditors will be notified and required to provide claims in writing under oath on or before the deadline stated in the notice provided by the Receiver or those claims will be barred under NRS §78.675. The Blanket Stay will remain in place unless otherwise waived by the Receiver, or it is vacated by the Court or alternatively, lifted by the Court, upon a “motion to lift stay” duly made and approved by the Nevada District Court.

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 AB Preferred Stock ~~held by Majorca for cancellation. The Series A Preferred Stock class will be cancelled completely. The remaining 6,520,000 common shares held by Majorca is subject~~were issued to ~~lockup agreement and thereafter, sales will be made only pursuant to a limited strict bleed-out agreement administered by a third party.~~Mario Tabraue.

~~Employment Agreement~~

~~The Company is a party to an employment agreement with its chief operations officer since~~In October 9, 2016. The terms of the agreement require the Company to pay its CEO officer a monthly salary of $4,000.00 bi-weekly and 50,000 fully vested shares of the Company’s common stock at the end of each quarter; its COO $2,500 bi-weekly and 5,000 fully vested shares of the company’s common stock at the end of each quarter; and its CFO $750 bi-weekly and 5,000 fully vested shares of the company’s common stock at the end of the quarter. The agreements are cancelable by either party giving thirty days’ notice.

~~Consulting Agreement~~

~~None~~

~~F-14~~

~~Lease Agreements~~

On August 14, 2017, the Company entered into an office lease covering its new Doral, Florida headquarters, with landlord Doral Flex. The Lease term is for 37 months commencing on September 1, 2017 and ending on September 30, 2020. The monthly rent, including sales tax is $1,990, $2,056 and $2,124 for the years ending 9/30/2018, 9/30/2019 and 9/30/2020, respectively. A deposit of $6,191 was tendered to secure the lease. On June 19, 2020 the Company renewed its lease including sales tax to $2,331.51 a month for an additional 12 month term commencing on October 2020 and ending ding on September 30, 2021. Rent expense for the year ended March 31, 2021 and 2020 were $27,978 and $27,801 respectively.

~~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 March 31, 2021 and 2020, the Company had allowances of $88,017 and $111,301 respectively. The Company used an allowance of 40% of receivables over 90 days to charge bad debt expense.

~~Expenses and other current assets for $0 for the year ended March 31, 2021.~~

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 $234,319 as of March 31, 2021 represent $135,000 of accrued payroll for Michele Aube, $66,000 for~~2022, both Nickolas S. Tabraue and Mario G. Tabraue transferred their Series B Preferred Stock to Giorgio R. Saumat through a settlement agreement, see October 28, 2022, filed 8-K – Item 1.01.

NOTE 12 – RELATED PARTY TRANSACTIONS

Parties are considered to be related if one party has the ~~remainder for of accrued interest on~~ability to control or exercise significant influence over the other party in making financial and operating decisions. Transactions with related ~~Notes Payable.~~parties have been disclosed in debt, acquisition and officer’s compensation notes.

~~Marketing expenses~~NOTE 13 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through June 16, 2023, which is the date the financial statements were $0issued, and ~~$47,071 for March 31, 2021 and 2020 respectively.~~

~~General and administrative expenses were $228,790 and $551,480 for March 31, 2021 and 2020 respectively. For~~has concluded that no such events or transactions took place which would require adjustment to or disclosure in the period March 31, 2021, the majority comprises of Receiver admin fees of $53,110, accounting and audit fees of $43,200, employee compensation of $22,283. The remainder of $110,197 was for rent and other expenses.

Professional fees were $26,535 and $30,991 for years ended March 31, 2021 and 2020, respectively. The bulk of these expenses were paid to transfer agent for issuance of stock for $11,535 and OTC Markets for $15,000financial statements, except for the ~~year ended March 31, 2021,~~following:

~~Research and development~~On June 03, 2022, Promissory Note was issued to Robert Stevens against accrued settlement of $220,000. Maturity date was May 29, 2023; however, its payment terms were ~~$0 and $76,113 for years ending March 31, 2021 and 2020.~~

~~Note 8-Subsequent Events~~

~~None~~rescheduled on the date of maturity. Parties agreed on the payment of $15,000 upon execution of amended terms, followed by a 41-month period of installment payments of $5,000, commencing from September 01, 2023.

~~F-15~~F-19

ITEM 9A. ~~CONTORLS~~CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS & PROCEDURES

~~Management’s Conclusions Regarding Effectiveness of~~ Disclosure Controls and Procedures

~~The Company’s management, including the Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the Company’s design and operations of our disclosure~~Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K/A. Based on that review and evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of the end of the period covered by this Amended Annual Report, the Company’s disclosureare controls and other procedures ~~were not effective, as of March 31, 2021 (the “Evaluation Date”), in ensuring~~ that ~~(i)~~are designed to ensure that information required to be disclosed ~~by us~~ in our reports ~~that we file~~filed or ~~submit to the SEC~~submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in ~~applicable~~the SEC’s rules and ~~forms~~forms. Disclosure controls and ~~(ii) material~~procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in ~~our~~company reports filed or submitted under the Exchange Act is accumulated and communicated to ~~our~~ management, including our Chief Executive Officer and Chief Financial Officer, ~~as appropriate,~~ to allow ~~for accurate and~~ timely decisions regarding required disclosure. ~~In designing and evaluating~~

We do not expect that our disclosure controls and procedures ~~management recognizes that any~~will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well ~~designed~~conceived and operated, can provide only reasonable ~~but not absolute,~~assurance of achieving the desired control objectives. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that ~~misstatements due to error or fraud~~any design will ~~not occur or that~~succeed in achieving its stated goals under all ~~control issues~~potential future conditions.

As of March 31, 2023, as required by Rules 13a-15 and ~~instances of fraud, if any, with~~15d-15 under the Exchange Act, our ~~Company have been detected. As stated, management, including the~~ Chief Executive Officer and Chief Financial Officer ~~have concluded that~~carried out an evaluation of the ~~Company’s~~effectiveness of the design and operation of our disclosure controls and ~~procedures, as of March 31, 2021, were not effective. The conclusions are based upon the material weaknesses identified and discussed below in this Amended Annual Report filed on Form 10-K/A.~~procedures.

Management’s Annual Report on Internal Control Over Financial Reporting

~~Our disclosure controls and procedures contain components of our internal controls over financial reporting.~~ Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. ~~Internal~~Our internal control over financial reporting is ~~defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process~~ designed ~~by, or under the supervision of, the Company’s principal executive and financial officer and effected by the Company’s board of directors, management and other personnel,~~ to provide reasonable ~~assurance~~assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting ~~principles and includes those policies and procedures that:~~principles.

~~● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;~~

● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

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

~~The Company’s~~Under the supervision of and with the participation of our management, ~~assessed~~we evaluated the effectiveness of ~~the Company’s~~our internal control over financial reporting as of ~~the Evaluation Date.~~March 31, 2023. In making this assessment, ~~the Company’s~~ management used the criteria ~~set forth by the Committee of Sponsoring Organizations of the Treadway Commission 1992 (“COSO”)~~established in Internal Control-Integrated ~~Framework. The COSO framework is based upon five integrated components of control: control environment, risk assessment, control activities, information and communications and ongoing monitoring.~~Framework issued by the board members.

Based on ~~an evaluation under the supervision and with the participation of the Company’s~~its assessment, our management ~~the Company’s principal executive officer and principal financial officer has~~ concluded that our internal control over financial reporting was effective as of March 31, 2023.

Our internal control over financial reporting as of March 31, 2023, has been audited by BOLKO CPA, an independent registered public accounting firm, as stated in their report which is included in Part II, Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

During the ~~Company’s~~most recently completed fiscal quarter, there has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act ~~were not effective as of the Evaluation Date, to ensure~~ that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Each of the following is deemed a material weakness in our internal control over financial reporting:

~~● Limited or no segregation of duties and lack of multiple levels of supervision and review.~~

~~● No independent directors.~~

~~● Ineffective controls over financial reporting.~~

~~● Lack of controls over authorization related party transactions.~~

~~● Ineffective controls over the handling of conflicts of interest in interested party transactions.~~

~~● Lack of checks and balances in the design and operation of our disclosure controls and procedures.~~

Management believes that the material weaknesses set forth in the six items above ultimately did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. More importantly, on the Evaluation Date supervision and review of the Company’s financial reporting and disclosure were ultimately under the sole control of the Company’s Receiver, Strongbow Advisors, Inc. and Robert L. Stevens (the “Receiver”), who also controlled the financial operations of the Company. While under control of that Receiver, the Receiver had terminated our Chief Executive Officer and our Chief Operating Officer had resigned (followed anecdotally by the resignation of our Chief Financial Officer, who resigned due to his disagreement with the Receiver on matters involving the financial reporting of invoices that the Receiver claimed were due to him that had not been reported in prior periods. This was brought on by our Chief Executive Officer, requesting information on Receiver’s fees that had not been disclosed and a claimed lack of transparency. A number of our shareholders intervened in the Nevada District Court in an attempt to have the Court compel the Receiver to disclose his fees that had not been disclosed and the Receiver produced statements purporting to show the fees that were due as unpaid uninvoiced administrative fees in the amount claimed due of nearly $1 million. These undisclosed yet claimed administrative fees purported to be for time worked from the time of his initial appointment through the present date despite the fact that the Receiver had paid himself in those prior periods and certified to our auditors that he was unaware of any other material financial information. Initially in the Court proceeding, the Receiver claimed these amounts were not material and the intervening shareholders disagreed. In addition to terminating our Chief Executive Officer, the Receiver effectively supplanted the board of directors, having complete authority and control over the Company including the right to terminate any and all employees, including the officers. Therefore, while the internal controls remained in place, there was no segregation of duties between the Receiver acting as the individual handling all financial decisions and operations (having complete authority over the operations of the Company), in one role and the Receiver acting in place of the board of directors, having authority over the officers, there was not a way for the Company’s management, notably its officers, to ensure that all material items were communicated to them and ultimately disclosed in its periodic and current reports due under the Exchange Act. Ultimately the Receiver, as the sole individual taking and exercising complete authority over the financial operations of the Company as well as responsibility for the internal controls and procedures over financial reporting and disclosure the six weaknesses listed were unavoidable. This was exacerbated by the fact that the Receiver had not been appointed in an adversarial proceeding where there would naturally be checks and balances operating at the level of the Nevada District Court. Rather, the Receiver was the only party to make status reports to the Court and management did not have an opportunity to object because the status reports were never provided, before or after filed with the Court. Even if they had been and management had objected, it would have been reliant on the Receiver providing the funding required to engage counsel to appear in Court and object. For the forgoing reasons, any internal controls and procedures were ineffective as of the Evaluation Date.

~~Management’s Remediation Initiatives~~

While these actions are subsequent to the Evaluation Date, management believes that they are significant enough to warrant discussion in this Annual Report filed on Form 10-K/A. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, as part of the intervening shareholders judicial action, Chief Executive Officer and the intervening shareholders, sought to have, and were successful in moving the Court to dismiss and remove Stevens and Strongbow as receiver, replacing them with Crisis Management, Inc., and William A. Leonard, Jr. as the successor receiver (the “Successor Receiver”). Upon judicial appointment, the Successor Receiver re-appointed the Company’s board of directors, its Chief Executive Officer and Chief Financial Officer pursuant to the same Court Order dated August 27, 2021. Under this new order of appointment and the aforementioned reappointments by the Successor Receiver, the officers and directors of the Company resumed their management roles, under the supervision of the Successor Receiver and the Court. In addition, the Successor Receiver was directed to work with management to implement managements plan of reorganization and to conclude the receivership; whereupon, management will resume full control of the Company. One of the Courts directives was that the Successor Receiver evaluate the statement/invoice submitted to the Court by Stevens and to make a determination as to the reasonableness of the claimed amounts as well as their validity. In so doing, the Successor Receiver concluded, among other things, that Receiver should not be allowed to collect the sums he claimed due. One of the concerns management had was if the Receiver’s statement/invoice for approximately $1 million in fees for putative work he was claiming had been performed during and throughout the time of his appointment as Receiver was in fact valid, that the Company would be required to restate each period’s financial statements to include those previously uninvoiced amounts claimed due. However, because the Successor Receiver concluded that these added amounts that were newly invoiced weren’t for work actually performed and should not be paid by the receivership estate, there was ultimately not a need to restate the Company’s financial statements as previously stated in the Current Report filed with the Commission, on June 4, 2021, on Form 8-K. Therefore, the underlying basis for filing that Current Report was determined not to exist after further independent evaluation by the Successor Receiver. The appointment of the Successor Receiver has remedied the most prominent of the Company’s weaknesses in its internal controls and disclosure controls and procedures. The following weaknesses remain, a lack of segregation of duties, no independent directors and lack of controls over financial reporting. Our immediate financial position prevents us from engaging additional personnel and expertise necessary to fully address the remaining weaknesses, we plan to initiate the following series of measures once we have the financial resources to do so:

We expect to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to an audit committee resulting in a fully functioning audit committee, which will undertake the oversight in the establishment and monitoring of required internal controls and procedures, such as reviewing and approving estimates and assumptions made by management and we will do so when sufficient funds are available to us.

Management believes that the appointment of outside directors to a fully functioning audit committee, would remedy the lack of a functioning audit committee. The lack of segregation of duties is a function of a small number of employees that are on staff and this simply requires additional personnel who will be added as the Company’s operations require and its finances allow.

~~Changes in Internal Control Over Financial Reporting~~

With the exception of the removal and dismissal of the Receiver and judicial appointment of the Successor Receiver described above, there were no changes in our internal controls over financial reporting that occurred during the period covered by this report, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or ~~are~~is reasonably likely to materially affect, our internal control over financial reporting.

~~This Annual Report does not include an attestation report~~ITEM 9B. OTHER INFORMATION

On February 10, 2023, Steven Warm, Jeannette Payne Steigerwald, and Nickolas S. Tabraue resigned from their positions as members of the Board of Directors of Earth Science Tech, Inc. (the “Company”). Their resignations were not the result of any disagreement with the Company or any other entity or any matter relating to the operations, policies (including accounting or financial policies) or practices of the Company.

On February 10, 2023, Nickolas S. Tabraue resigned from his role as the Company’s ~~registered independent public accounting firm regarding internal control over financial reporting. Management’s report~~Chief Executive Officer (“CEO”). His resignation was not ~~subject~~the result of any disagreement with the Company or any other entity or any matter relating to ~~attestation by~~ the ~~Company’s independent registered public~~operations, policies (including accounting ~~firm pursuant to rules~~or financial policies) or practices of the ~~SEC that permit the Company to provide only management’s report in this Annual Report.~~Company.

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~~ITEM 9B. OTHER INFORMATION~~

~~Departure of Directors and Officers~~

~~On February 12, 2021, the Robert L. Steven’s the Company’s receiver “fired” Nickolas S. Tabraue from all positions with the Company.~~

~~On March 19, 2021, Gagan Hunter resigned from his position as COO and Director of the Earth Science Tech, Inc.~~

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The Company does not, at present, have any employees other than the current officers and directors. We have not entered into any employment agreements, as we currently do not have any employees other than the current officers and directors.

Directors and Executive Officers

Name	Principal Occupation	Age	Director or Officer Since
Giorgio R. Saumat	Chief Executive Officer and Director	44	2022
Mario G. Tabraue	President and Director	44	2021
Wendell Hecker	Chief Financial Officer	67	2018
Jeff P.H. Cazeau	Independent Director	55	2023

Name Principal Occupation Age Director or Officer Since
Nickolas S. Tabraue Chief Executive Officer and Director 33 2015
Gagan Hunter Chief Operating Officer and Director 62 2018
Wendell Hecker Chief Financial Officer 65 2018
Sergio Castillo Chief Marketing Officer 37 2017
Robert Stevens Court Appointed Receiver 55 2019

There are no other persons nominated or chosen to become directors or executive officers, nor do we have any employees other than above mentioned officers and directors.

Our directors hold office until the next annual meeting of shareholders and the election and qualification of their successors. Directors receive no compensation for serving on the board of directors other than the reimbursement of reasonable expenses incurred in attending meetings. Officers are appointed by the board of directors and serve at the discretion of the board.

Officer and Director Background:

~~Robert Stevens - Appointed Receiver~~Giorgio R. Saumat -CEO, Director, & Chairman

Mr. ~~Stevens has more than 30~~Saumat is an investor and entrepreneur with over 20 years of experience investing, operating, and consulting for private businesses and investors. Having graduated from Rutgers University in 2001 with an undergraduate degree in Economics and Political Science, he co-founded CASAU Group as a private equity group specializing in real estate. In 2009 he opened and invested in multiple locations of restaurants in the ~~securities and finance industries. Mr. Stevens is president of Somerset Capital Ltd (“Somerset”)~~greater Miami Area, which he sold in 2013. He then founded POINT96 Consulting to assist private businesses and accredited investors in ~~2001 and he serves as president and managing director. Somerset is a private capital firm that employs industry-specific skillsets to make~~realizing their personal and/or organizational objectives through unique strategic ~~investments in distressed and turnaround situations~~planning.

Mario G. Tabraue - President & Director

Mr. Tabraue worked from 1997 until 2002 assisting with real estate transactions as well as ~~merger~~first- and ~~direct investments~~third-party insurance claims at the law firm of Moises Kaba III. During this time, he also free-lanced, creating websites and working with businesses by creating and implementing new processes in ~~private~~accounting and ~~pre-public companies.~~with digital technologies. From 2002 until 2009, Mr. ~~Stevens~~Tabraue worked for Eller-ITO Stevedoring Company at the Port of Miami where he served in operations and logistics, first with simple vessel operations, and, as he demonstrated his skills, advanced to complex operations and finally management of full vessel planning and operations. From 2009 until 2013, Mr. Tabraue worked for Ceres Marine Terminals as an operations manager, where he was given ever increasing responsibilities until, among his duties, were negotiating contract issues with union labor officials and contract negotiations with companies such as Royal Caribbean, Mediterranean Shipping Lines, Hapag-Lloyd and others. In 2013 through 2014 he began working with Zoological Wildlife Foundation, a business founded by his family in 2008. At the Foundation he restructured operations, tour packages, the accounting systems, and fully automated their booking system through the company’s website. Ultimately all internal procedures were automated and made paperless. In 2014 Mr. Tabraue was recruited back to Eller-ITO where he returned as Marine Manager and has advanced to the position of Special Projects Manager. In 2019, he began work for JCR Medical Equipment, serving as the head of finance. In 2020 Mr. Tabraue purchased RxCompoundStore.com with the vision of starting a telemedicine platform to expand the company’s reach and to compete in the online market.

Jeff P.H. Cazeau - Independent Director

Mr. Cazeau is ~~also president of Strongbow Advisors, Inc., which provides turnaround~~an attorney whose practice areas have included Government Contracts, Lobbying and ~~receiver advisory as well as consulting services.~~Municipal Law. Mr. ~~Stevens also~~Cazeau currently serves as the City Attorney for the City of North Miami. Prior to becoming City Attorney, Mr. Cazeau assisted clients in obtaining and keeping contracts with federal, state, and local government entities. Mr. Cazeau is experienced in assisting small, minority, and women owned businesses obtain various socio-economic certifications such as Disadvantaged Business Enterprise (DBE); Airport Concessions Disadvantaged Business Enterprise (ACDBE) certifications and SBA 8(a). Before attending law school, Mr. Cazeau served nine years as a court - appointed receiver. Mr. Stevens was also Managing Director of Technology Partners, a private equity and M&A firm from 2006 to 2013. Mr. Stevens is currently an independent director for from Social Enterprises (OTCQB: GRMM) where he serves as chair of the audit committee, and has also served on the board of AppTech Corp (OTC: APCX) from July 2016 to March of 2017.

~~Nickolas S. Tabraue -CEO, President, Director, & Chairman~~

~~Mr. Tabraue is an industry veteran having 13 years of professional experience~~commissioned officer in the ~~nutraceutical, dietary supplement field, as well as retail corporate management. Mr. Tabraue is well versed in~~United States Navy. During his ~~knowledge of supplements, retail management,~~naval career he held several positions including Anti-Submarine Warfare Officer, Legal Officer, and ~~customer service. His experience began~~Navigator aboard USS ELLIOT (DD 967) and Politico-Military Affairs Officer at The Vitamin Shoppe in 2006 where he started in sales, product placement and customer service leading to his position as a manager of four different locations in 2012. One of these stores was the Company’s highest volume and another included the restructuring of a non-performing high volume store, achieving high operating levels in operations, service, inventory compliance, and sales. In 2012 he left The Vitamin Shoppe to manage Nutrition Empire, Inc. and was brought on with Earth Science Tech, Inc. when it acquired Nutrition Empire in 2015. In evaluating Mr. Tabraue’s specific experience, qualifications, attributes and skills in connection with his appointment to our board, we took into account his experience in the nutraceutical, dietary supplement field, as well as retail corporate management and customer service.United States Southern Command (SOUTHCOM).

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Wendell Hecker - CFO

Mr. Hecker earned a Bachelor of Science in Accounting from New York University. Having spent more than 30 years at large corporations in New York and Florida, he brings to Earth Science Tech extensive accounting experience. Prior to joining Earth Science Tech Mr. Hecker was the Controller for Ampco Electric, Inc., where he was in charge of all accounting operations. Before joining Ampco in 2014 he was self-employed as an accountant serving a variety of clients and meeting their accounting needs, and, prior to starting his own accounting practice from 2007 through 2010, he served as the controller of Seaview Research Inc., Hecker will ensure that the Company’s accounting follows best practices, keeps up-to-date, and increases transparency with investors as sales continue to increase.

~~Sergio Castillo - Chief Marketing Officer (CMO)~~

Mr. Castillo joined the Company as its Chief Marketing Officer in January 2017. He moved to Miami when he was only 16, is a current marketing consultant for few firms including Cloud Accounting, La Familia Media, Fresh Press Miami, Goodlife Miami, as well as Abdon Entertainment. He started his first company in 2008 called “Goodlife Miami, LLC”. In 2010, his second company was started named Fresh Press, LLC. His third company, which he still owns and operates, was founded in 2012, called La Familia Media, LLC. As the time passed, he has learned what is necessary to run the marketing plans for many successful companies, and he is taking his expertise into the field of industrial based hemp and hemp products. At each of his companies and currently with Earth Science, Mr. Castillo handles graphics, web design, and marketing. As the CMO of Earth Science Tech, Inc he is in a position to bring his experience to the new and fast moving industry that is developing around hemp and hemp products.

~~Gagan Hunter - Director & COO~~

Mr. Hunter a graduate from Oaksterdam University, America’s first primer cannabis college, University of Pittsburgh, and post graduate studies at the Temple University, Gagan Hunter is a holistic health specialist, cannabis & cannabinoid (CBD) educator. Mr. Hunter has 20 years of natural products industry experience in sales, marketing, and management, and 20 years teaching nutrition. Prior to joining Earth Science Mr. Hunter worked for Mother Earth’s County, representing over 250 manufacturers of natural products and supplements to retailers such as Whole Foods, Earth Fare and Sprouts, throughout North and South Carolina Georgia and Tennessee. He was responsible for product placement, product training, consumer education, demonstrations and merchandising. He was also responsible for staff training, purchasing, customer service, budgets, sales reporting, conducting sales meetings, setting sales goals, tracking store inventories and financial management throughout his 16 years at Mother Earth’s Bounty. His skills obtained through his 20 years in the industry are staff training, purchasing, customer service, inventory control, and financial management. In evaluating Mr. Hunter’s specific experience, qualifications, attributes and skills in connection with his appointment to our board, we took into account his experience in product placement, product training, consumer education, demonstrations and merchandising.

Committees of The Board of Directors

The Company is managed under the direction of ~~its appointed receiver, Robert L. Stevens.~~Giorgio R. Saumat, Mario G. Tabraue, and Jeff P.H. Cazeau.

The Company does not have an executive committee at this time.

The Company does not have an audit committee at this time.

Officer’s and Director’s Involvement in Legal Proceedings

No executive Officer or Director of the Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending. No executive Officer or Director of the Company is the subject of any pending legal proceedings. No Executive Officer or Director of the Company is involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director of any business.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the compensation paid to officers and board members during the fiscal ~~years ended March 31, 2021 and 2020.~~year 2022. The table sets forth this information for Earth Science Tech, Inc. including salary, bonus, and certain other compensation to the Board members and named executive officers for the past two fiscal years.

Name and Principal Position	Fiscal Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($) ⁽¹⁾		Non-Equity Incentive Plan Compensation ($)		Non-qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

Nickolas S. Tabraue ⁽¹⁾		2023	$	53,770	$	—	$	1,500	$	—	$	—	$	—	$	—	$	55,270
Former CEO		2022		60,000		—		—		—		—		—		—		60,000

Mario G. Tabraue ⁽²⁾		2023	$	17,000	$	—	$	3,000	$	—	$	—	$	—		—	$	20,000
President		2022		—		—		—		—		—		—		—		—

Wendell Hecker		2023	$	15,750		—		—	$	—	$	—	$	—		—	$	15,750
CFO		2022		17,308		—		—		—		—		—		—		17,308

(1)	Nickolas S. Tabraue was succeeded by Giorgio R. Saumat in February 2023.

EMPLOYMENT AGREEMENTS

~~Nickolas S.~~Giorgio R. Saumat started on February 13, 2023. Mr. Saumat has not and 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’s agreement.

Mario G. Tabraue started in 2015 at a base salary of $5,000 per month and 50,000 shares granted per quarter. This was changed to $6,000 per month in the first quarter of 2016 and then to $7,000 in the fourth quarter of 2016 and finally to $4,000 every two weeks in the second quarter of 2017.November 2021 without compensation. On ~~March 19, 2018 the Company entered into an Employment Agreement with~~April 1, 2022, Mr. Tabraue ~~(the “Tabraue Employment Agreement”)~~received 2,500,000 shares of the Company’s common stock and received $8,000.00 as a signing bonus for ~~a term~~all the work done since executing the November 3, 2021, escrowed agreement. Pursuant to this contract, the Executive was to receive $4,333.33 (four thousand, three hundred, and thirty-three) dollars per month. The frequency of ~~1 year, renewable upon mutual agreement~~payments was to conform to the Company’s policy of ~~both parties for an additional 1 year term. The Tabraue Employment Agreement provides that Mr. Tabraue receive a $8,666.00 monthly salary and~~paying its executives biweekly, which is equivalent to 26 pay periods. In addition, the Executive was to be entitled to 50,000 shares each fiscal quarter. ~~The Tabraue Employment Agreement may be terminated with or without cause, pursuant~~On October 10, 2022, Mr. Tabraue’s employment agreement was amended to receive no compensation until the ~~terms therein.~~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 President’s agreement.

Wendell Hecker started in 2018 at a salary of $2,500 per month and 10,000 shares of restricted common stock per quarter. On April 01, 2020, the Company entered into an Employment Agreement with Mr. Hecker (the “Hecker Employment Agreement”) for a term of 1 year, renewable upon mutual agreement of both parties for an additional ~~1 year~~1-year term. The Hecker Employment Agreement provides that Mr. Hecker ~~receive~~receives a $1,500 monthly salary and 5,000 shares each fiscal quarter. The term of the Hecker Employment Agreement is 1 year, renewable upon mutual agreement of both parties for an additional ~~1 year~~1-year term. The Hecker Employment Agreement may be terminated with or without cause, pursuant to the terms therein.

~~Gagan Hunter~~Jeff P.H. Cazeau started on February 13, 2023. Mr. Cazeau has not and will not receive compensation until the Company entered into an employment agreement on March 20, 2018 (the “Hunter Employment Agreement”). The Hunter Employment Agreement provides that Mr. Hunter received a $4,500 per month salary which was subsequently increased to $6,000 per month inis cash flow positive for 3 consecutive bi-weekly payroll periods. Once the ~~second quarter~~Company has achieved cash flow positive status, the Company’s Board of ~~2018. Additionally, he receives 10,000 shares of restricted common stock per quarter. The term of~~Directors will renegotiate the Hunter Employment Agreement is 1 year, renewable upon mutual agreement of both parties for an additional 1 year term. The Hunter Employment Agreement may be terminated with or without cause, pursuant to the terms therein.Director’s agreement.

The compensation that is listed in the table above does not necessarily correspond directly to the officers’ employment agreements for a number of reasons. For example, Tabraue’s compensation does not show a full $104,000 in 2020 because he did not receive his bi-weekly compensation since quarter ending June 2020 to insure other employees were being paid under the receivership.

~~None of the employees received their quarter ending shares due to the receiver, Robert L. Stevens..~~

There are no other employment agreements between the Company and its executive officers or directors. Our executive officers and directors have the responsibility of determining the timing of remuneration programs for key personnel based upon such factors as positive cash flow, shares sales, product sales, estimated cash expenditures, accounts receivable, accounts payable, notes payable, and cash balances. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

SEC regulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits to our executive officers in connection with any termination of employment or change in control of the Company. Such payments are set forth above in the section entitled “Employment Agreements.”

None of our executive officers or directors received, nor do we have any arrangements to pay out, any bonus, stock awards, option awards, non-equity incentive plan compensation, or non-qualified deferred compensation.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

None.

OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

None.

CONSULTING AGREEMENTS WITH OFFICERS AND DIRECTORS

None.

DIRECTOR COMPENSATION

We have no standard arrangement to compensate directors for their services in their capacity as directors. Directors are not paid for meetings attended. However, we intend to review and consider future proposals regarding board compensation. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company’s officers and directors are indemnified as provided by the ~~Nevada Revised~~Florida Statutes and the Company’s bylaws.

Under the Nevada Revised Statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company’s Articles of Incorporation. The Company’s Articles of Incorporation do not specifically limit the directors’ immunity. Excepted from that immunity are: (a) The director’s or officer’s act or failure to act constituted a breach of his or her fiduciary duties as a director or officer; and (b) The breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

The Company’s bylaws provide that it will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Company, or is or was serving at the request of Earth Science Tech as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under the bylaws or otherwise.

There are no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by Company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As of March 31, ~~2021,~~2023, we had outstanding ~~53,183,056~~282,611,083 shares of common stock. Each share of common stock is currently entitled to one vote on all matters put to a vote of our stockholders. The following table sets forth the number of common shares, and percentage of outstanding common shares, beneficially owned as of the date hereof by:

	●	each person known by us to be the beneficial owner of more than five percent of our outstanding common stock;
	●	each of our current directors;
	●	each our current executive officers and any other persons identified as a “named executive” in the Summary Compensation Table above; and
	●	all our current executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and includes general voting power and/or investment power with respect to securities. Shares of common stock issuable upon exercise of options or warrants that are currently exercisable or exercisable within 60 days of the record date, and shares of common stock issuable upon conversion of other securities currently convertible or convertible within 60 days, are deemed outstanding for computing the beneficial ownership percentage of the person holding such securities but are not deemed outstanding for computing the beneficial ownership percentage of any other person. Under the applicable SEC rules, each person’s beneficial ownership is calculated by dividing the total number of shares with respect to which they possess beneficial ownership by the total number of outstanding shares. In any case where an individual has beneficial ownership over securities that are not outstanding but are issuable upon the exercise of options or warrants or similar rights within the next 60 days, that same number of shares is added to the denominator in the calculation described above. Because the calculation of each person’s beneficial ownership set forth in the “Percentage Beneficially Owned” column of the table may include shares that are not presently outstanding, the sum total of the percentages set forth in such a column may exceed 100%. Unless otherwise indicated, the address of each of the following persons is ~~8000 NW 31sth Street, Unit 19, Doral,~~8950 SW 74^th CT, Miami, FL ~~33122,~~33156, USA, and, based upon information available or furnished to us, each such person has sole voting and investment power with respect to the shares set forth opposite his, her or its name.

Beneficial Owner(1) Common Stock Series A Preferred Stock Number of Shares Beneficially Owned(2) Percent(3)
5% Stockholders:
Majorca Group, Ltd.(6) 5,690,000 5,690,000 10.7 %
Great Lakes Holdings Group, Inc.(7) 6,700,000 6,700,000 12.6 %
Named Executive Officers and Directors:
Nickolas S. Tabraue – President, Secretary and Director (former Chief Operating Officer) 1,000,000 1,000,000 1.9 %
Wendell Hecker, Chief Financial Officer 70,000 70,000 0.1 %
Gagan Hunter, Chief Operating Officer 70,000 70,000 0.1 %
Sergio Castillo, Chief Marketing Officer — — — %
All executive officers and directors as a group (4 persons) 13,530,000 25.4 %

Beneficial Owner(1)	Common Stock		Series B Preferred Stock		Number of Shares Beneficially Owned(2)		Percent(3)
5% Stockholders:
Jose Rodriguez (4)		20,500,000				20,500,000		7.25	%
Mario A. Portela (5)		20,500,000				20,500,000		7.25	%
Great Lakes Holdings Group, Inc.(6)		23,000,000				23,000,000		8.14	%

Named Executive Officers and Directors:
Giorgio R. Saumat –Chief Executive Officer, Secretary and Director (7)		88,405,767		1,000,000		88,405,767		31.28	%
Wendell Hecker, Chief Financial Officer (8)		70,000				70,000		0.02	%
Mario G. Tabraue (9)		12,250,000				12,250,000		4.33	%
All executive officers and directors as a group (5 persons)						100,725,767		35.64	%

(1)	Except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and to the information contained in the footnotes to this table.

(2)
~~(2)~~	Under SEC rules, a person is deemed to be the beneficial owner of shares that can be acquired by such person within 60 days upon the exercise of options or the settlement of other equity awards.

(3)	Calculated on the basis of ~~50,883,056~~282,611,083 shares of common stock outstanding as of March 31, ~~2021,~~2023, plus any additional shares of common stock that a stockholder has the right to acquire within 60 days after March 31, ~~2020.~~2023. Further, the positions listed are as of the date of this Registration Statement.

~~(5)~~(4)	~~Nickolas S. Tabraue was Chief Operating Officer from October 2015-March 2018 in addition to the other positions he held the positions listed are current as~~Jose Rodriguez received 20,500,000 shares of the ~~date~~Company’s restricted Common Stock on November 8, 2022 through a settlement and release agreement part of ~~this Registration Statement.~~the amended Purchase Agreement for the Membership units of both RxCompound and Peaks, see November 8, 2022’s 8-K filing.

(5)	Mario A. Portela received 2,750,00 shares of the Company’s restricted Common Stock through a settlement release agreement to satisfy his convertible promissory note, see October 28, 2022’s 8-K filing. On November 8, 2022, Mr. Portela received 17,750,000 shares of the Company’s restricted Common Stock through a settlement and release agreement as part of the amended Purchase Agreement for the Membership units of both RxCompound and Peaks, see November 8, 2022’s 8-K filing.

(6)	Great Lakes is owned and controlled by Dr. Issa El-Cheikh.

(7)	Giorgio R. Saumat has been a Director of the Company since October 2022 and CEO of the Company since February 2023. Mr. Saumat obtained 62,562,440 shares of the Company’s restricted Common Stock on October 24, 2022, from a settlement and release agreement, see October 28, 2022’s filed 8-K. Mr. Saumat purchased a total of 25,200,000 shares at $0.005 per shares directly from the Company and 658,327 shares in the open market between October 2022 and March 31, 2023. All shares obtained by Mr. Saumat are filed via FORM-4 in compliance with the SEC.

(8)	Wendell Hecker has been the Chief Financial Officer since February 2018. He ~~receives 50,000~~has received 10,000 shares per quarter as part of his compensation package and, as ~~such as~~ of March 31, ~~2021 he~~2022, held ~~1,000,000 or 1.9% of 50,883,056 shares outstanding.~~70,000.
(9)
~~(6)~~	~~Majorca is owned 100% by John Morgan who is also its director~~Mario G. Tabraue has been the President and ~~CEO.~~

~~(7)~~	~~Great Lakes is owned~~Director of the Company since November 2021. Mr. Tabraue received 2,000,000 shares of the Company’s restricted Common Stock in April 2022 upon executing his employee agreement and ~~controlled by Dr. Issa El-Cheikh.~~10,250,000 shares of the Company’s restricted Common Stock through a settlement and release agreement as part of the amended Purchase Agreement for the Membership units of both RxCompound and Peaks, see November 8, 2022’s 8-K filing.

Rule 13d-3 under the Securities Exchange Act of 1934 governs the determination of beneficial ownership of securities. That rule provides that a beneficial owner of a security includes any person who directly or indirectly has or shares voting power and/or investment power with respect to such security. Rule 13d-3 also provides that a beneficial owner of a security includes any person who has the right to acquire beneficial ownership of such security within sixty days, including through the exercise of any option, warrant or conversion of a security. Any securities not outstanding which are subject to such options, warrants or conversion privileges are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person. Those securities are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person.

There were no grants of stock options since inception to March 31, ~~2021.~~2023. We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

The Board of Directors of the Company has not adopted a stock option plan. The company has no plans to adopt itone but may choose to do so in the future. If such a plan is adopted, this may be administered by the board, or a committee appointed by the board (the “Committee”). The ~~committee~~Committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. The Company may develop an ~~incentive based~~incentive-based stock option plan for its officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

~~During 2014,~~On February 13, 2023, a ~~former stockholder provided funds to~~voting majority entitled by action without meeting of the Company’s shareholders elected Jeff P.H. Cazeau as the Company’s Independent Director of the Board. Mr. Cazeau will receive no compensation until the Company ~~evidenced by 8% uncollateralized notes payable due September 30, 2014. As of March 31, 2021, and March 31, 2020,~~is cash flow positive for 3 consecutive bi-weekly payroll periods. Once the Company ~~had $59,558 and $59,558, respectively~~has achieved cash flow positive status, the Company’s Board of ~~these notes payable which are in default. The Company is in current negotiations to extend~~Directors will renegotiate the ~~maturity of these notes for an additional 2 years. Interest expense for the years ended March 31, 2021 and 2020, were $ 0.00 and $ 0.00, respectively.~~Director’s agreement.

EQUITY ISSUANCES TO OFFICERS AND DIRECTORS

NoThe Company issued shares ~~have been issued~~of common stock (3,500,000 shares) and Preferred B stock (1,000,000 shares) to ~~officers~~Nickolas S. Tabraue and ~~directors~~Mario G. Tabraue against services provided during ~~this period.~~the year ended March 31, 2023.

~~Item~~ITEM 14. ~~Principal Accounting Fees and Services.~~PRINCIPAL ACCOUNTING FEES AND SERVICES.

During the fiscal year ended March 31, ~~2021~~2023, we incurred approximately ~~$60,000~~$10,000 in audit and audit related fees to our principal independent accountants for professional services rendered in connection with the audit of financial statements for the ~~fiscal~~ year ended March 31, ~~2020.~~2023. We did not incur any other fees or ~~tax related~~tax-related services fees during that time period.

During the fiscal year ended March 31, 2021 we incurred approximately $77,396 in fees for professional services rendered in connection with the audit of financial statements for the fiscal year ended March 31, 2020, $0 in other fees for professional services rendered by our principal independent accountants, and $0 related to tax services, for a total of $77,396.

~~BF Borgers~~Bolko & Company is the Company’s principal auditing ~~accountant~~ firm. The Company’s Board of Directors has considered whether the provisions of audit services are compatible with maintaining ~~BF Borgers’s~~Bolko & Company’s independence. The engagement of our independent registered public accounting firm was approved by our Board of Directors prior to the start of the audit of our consolidated financial statements for the year ended March 31, ~~2021.~~2023.

The following table represents aggregate fees billed to the Company for the years ended March 31, ~~2021~~2023, and ~~2020.~~2022.

Services	2021		2020		2023		2022
Audit fees	$	64,800	$	56,592	$	10,000	$	27,500
Audit related fees		$		$	$		$
Tax fees		$		$	$		$
All other fees		$		$	$		$
Total fees	$	64,800	$	59,592	$	10,000	$	27,500

4026

PART IV

ITEM 15. EXHIBITS

The following exhibits are incorporated into this Form 10-K Annual Report:

Exhibit		Incorporated by Reference		Filed or Furnished
Number	Exhibit Description	Form	Exhibit	Filing Date	Herewith
3.1	Articles of Incorporation	10-12(G)/A	1.1	08/13/2018

3.2	Amendment of Articles of Incorporation				X

3.3	Bylaws of Earth Science Tech, Inc.	10-12(G)/A	1.3	08/13/2018

31.1	Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) As adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X

31.2	Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) As adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				X

32.2	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				X

99.1	Unaudited Pro Forma Condensed Combined Financial Information				X

101.INS	Inline XBRL Instance Document				X

101.SCH	Inline XBRL Taxonomy Extension Schema				X

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase				X

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase				X

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase				X

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase				X

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

Incorporated by
Exhibit Reference Filed or Furnished
Number Exhibit Description Form Exhibit Filing Date Herewith
3.1 Articles of Incorporation 10-12(G)/A 1.1 08/13/2018

3.2 Amendment of Articles of Incorporation 10-12(G)/A 1.2 08/13/2018

3.3 Bylaws of Earth Science Tech, Inc. 10-12(G)/A 1.3 08/13/2018

31.1 Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) As adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X

31.2 Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) As adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X

32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X

32.2 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X

101.INS XBRL Instance Document X

101.SCH XBRL Taxonomy Extension Schema X

101.CAL XBRL Taxonomy Extension Calculation Linkbase X

101.DEF XBRL Taxonomy Extension Definition Linkbase X

101.LAB XBRL Taxonomy Extension Label Linkbase X

101.PRE XBRL Taxonomy Extension Presentation Linkbase X

ITEM 16. FORM 10-K SUMMARY

None.

4127

SIGNATURES

~~SIGNATURES~~

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~RECEIVER FOR~~ EARTH SCIENCE TECH, INC. ~~CASE NO. A-18-784952-C~~ ~~CRISIS~~ ~~MANAGEMENT, INC.~~

Dated: ~~February 22, 2022~~June 20, 2023	By:	/s/ ~~William A. Leonard~~Giorgio R. Saumat
		~~William A. Leonard~~Giorgio R. Saumat
	Its:
	~~Its:~~	~~Receiver~~

	~~EARTH SCIENCE TECH, INC.~~

~~Dated: February 22, 2022~~	~~By:~~	~~/s/ Nickolas S. Tabraue~~
		~~Nickolas S. Tabraue, under the supervision and direction of William A. Leonard Jr. and Crisis Management, Inc., receiver for Earth Science Tech, Inc. Case No. A-18-784952-C~~

	~~Its:~~	CEO and Director

4228

~~Nevada~~florida		80-0961484
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Title of Each Class	Trading Symbol	Name of each exchange on which registered
Common Stock $0.001 par value	ETST	Over the Counter
~~$0.001 par value~~		Bulletin Board

Large, accelerated filer	☐		Accelerated filer	☐

Non-accelerated filer	☐	(Do not check if a smaller reporting company)	Smaller reporting company	☒

Emerging Growth Company	☐

Audit Firm ID		Auditor Name		Auditor Location
6554		Bolko & Company		Boca Raton, FL

		PAGE
PART I
Item 1.	Business.	4
Item 1A.	Risk Factors.	5
~~Item 1A.~~	~~Risk Factors.~~	12
Item 1B.	Unresolved Staff Comments.	2410
Item 2.	Properties.	2410
Item 3.	Legal Proceedings.	2410
Item 4.	Mine Safety Disclosure.	2510
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	2610
Item 6.	Selected Financial Data	2713
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2813
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	3318
Item 8.	Financial Statements and Supplementary Data.	3318
Item 9A.	Controls and Procedures.	3420
Item 9B.	Other Information.	3520
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	3521
Item 11.	Executive Compensation.	3622
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	3824
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	4026
Item 14.	Principal Accounting Fees and Services.	4026
PART IV
Item 15.	Exhibits, Financial Statement Schedules.	4127
Item 16.	FORM 10-K Summary	4127
	SIGNATURES	4228

	■●	~~Preventing~~Our limited operating history and evolving business make it difficult to evaluate our current business and future prospects and increase the ~~distribution~~risk of ~~marijuana to minors;~~your investment.

	■●	~~Preventing revenue from~~Our results of operations, as well as our key metrics, may fluctuate on a quarterly and annual basis, which may result in our failing to meet the ~~sale~~expectations of ~~marijuana from going to criminal enterprises, gangs,~~industry and ~~cartels;~~securities analysts or our investors.

	■●	~~Preventing~~If we are unable to expand the ~~diversion~~scope of ~~marijuana from states where it is legal under state law in some form to other states;~~our offerings, including the number and type of products and services that we offer, the number and quality of healthcare providers serving our customers, and the number and types of conditions capable of being treated through our platform, our business, financial condition, and results of operations may be materially and adversely affected.

	●	Our pharmacy business subjects us to ~~enforce their~~additional healthcare laws and

	■	~~Enacting~~ regulations ~~in a manner that ensures they do not undermine federal enforcement priorities.~~beyond those we face with our core telehealth business and increases the complexity and extent of our compliance and regulatory obligations.

	●	~~develop and introduce functional and attractive service offerings;~~

	●	~~attract and maintain a large base of consumers;~~

	●	~~increase awareness of our brands and develop consumer loyalty;~~

	●	~~establish and maintain strategic relationships with distribution partners and service providers;~~

	●	~~respond to competitive and technological developments;~~

	●	~~attract, retain and motivate qualified personnel.~~

	●	~~our ability to deliver products in a timely manner in sufficient volumes;~~

	●	~~our ability to recognize product trends;~~

	●	~~our loss of one or more significant customers;~~

	●	~~the introduction of successful new products by our competitors;~~

	●	~~adverse media reports on the use or efficacy of nutritional supplements; and~~

	●	~~our inability to make our online division profitable.~~

	●	~~Our ability to raise sufficient capital to take advantage of opportunities and generate sufficient revenues to cover expenses.~~

	●	~~Our ability to source strong opportunities with sufficient risk adjusted returns.~~

	●	~~Our ability to manage our capital and liquidity requirements based on changing market conditions generally and changes in the developing legal medical marijuana and recreational marijuana industries.~~

	●	~~The acceptance of the terms and conditions of our service.~~

	●	~~The amount and timing of operating and other costs and expenses.~~

	●	~~The nature and extent of competition from other companies that may reduce market share and create pressure on pricing and investment return expectations.~~

	●	~~Adverse changes in the national and regional economies in which we will participate, including, but not limited to, changes in our performance, capital availability, and market demand.~~

	●	~~Adverse changes in the projects in which we plan to invest which result from factors beyond our control, including, but not limited to, a change in circumstances, capacity and economic impacts.~~

	●	~~Adverse developments in the efforts to legalize marijuana or increased federal enforcement.~~

	●	~~Changes in laws, regulations, accounting, taxation, and other requirements affecting our operations and business.~~

	●	~~Our operating results may fluctuate from year to year due to the factors listed above and others not listed. At times, these fluctuations may be significant.~~


■	~~loss of a key relationship or failure to complete significant transactions;~~

■	~~additions or departures of key personnel; and~~

■	~~fluctuations in stock market price and volume.~~

Fiscal 2020	Low		High
First Quarter – reported June 30, 2019	$	0.65	$	0.775
Second Quarter – reported September 30, 2019	$	0.37	$	0.45
Third Quarter – reported December 31, 2019	$	0.0675	$	0.075
Fourth Quarter – reported March 31, 2020	$	0.0313	$	0.05

Fiscal 2021	Low		High
First Quarter – reported June 30, 2020	$	0.0372	$	0.0372
Second Quarter – reported September 30, 2020	$	0.028	$	0.029
Third Quarter – reported December 31, 2020	$	0.018	$	0.02
Fourth Quarter – reported March 31, 2021	$	0.033	$	0.0396

Fiscal 2022	Low		High
First Quarter – reported June 30, 2022	$	0.0231	$	0.0291
Second Quarter – reported September 30, 2022	$	0.0141	$	0.0155
Third Quarter – reported December 31, 2022	$	0.031	$	0.031
Fourth Quarter – reported March 31, 2023	$	0.0235	$	0.05

Fiscal 2021	Low		High
First Quarter – reported June 30, 2021	$	0.0206	$	0.0206
Second Quarter – reported September 30, 2021	$	0.0244	$	0.0305
Third Quarter – reported December 31, 2021	$	0.0196	$	0.0279
Fourth Quarter – reported March 31, 2022	$	0.015	$	0.015

	For the Years Ended
	March 31,				For the Years Ended March 31,
	2021		2020		2023		2022

Revenue	$	140,902	$	526,139	$	48,537	$	14,123
Cost of revenues		100,968		307,665		26,477		22,639
Gross Profit		39,934		218,474
Gross Profit/(Loss)						22,060		(8,516	)

	Fiscal Year Ended March 31, 2021 and March 31, 2020
	2021			2020			$ Change			% Change
Compensation - officers	$	208,750		$	194,019		$	14,731			8	%
Officer Compensation Stock	$	—		$	142,590		$	(142,590	)		(100	)%
Marketing	$	—		$	47,071		$	(47,071	)		(100	)%
General and administrative	$	228,790		$	551,480		$	(322,690	)		(59	)%
Donations	$	—		$	—		$	—			—
Loss on disposal of assets	$	—		$	—		$	—			—
Patent Impairment Expense	$	—		$	—		$	—			—
Professional fees	$	26,535		$	30,991		$	(4,456	)		(14	)%
Bad Debt Expense	$	—			31,211		$	(31,211	)		(100	)%
Cost of legal proceedings	$	105,773		$	84,777		$	20,996			25	%
Litigation Expense	$	3,763,200			—		$	3,763,200			100	%
Research and development	$	9,000			76,113		$	(67,113	)		(88	)%
Total operating expenses	$	4,342,048		$	1,127,041		$	3,215,007			285	%

Loss from operations		(4,302,114	)		(908,567	)	$	(3,377,106	)		372	%

Other Income (Expenses)
Other Income	$	407		$	26,351
Interest expense	$	(4,765	)	$	(4,765	)
Interest Expense-Convertible Note 1-GHS	$	(4,254	)	$	(39,117	)
Interest Expense-Convertible Note 2-GHS	$	(11,122	)	$	(79,330	)
Interest Expense-Convertible Note 3-GHS	$	(9,005	)	$	(92,002	)
Interest Expense-Convertible Note 4-GHS	$	(9,012	)	$	(91,326	)
Interest Expense-Convertible Note 5-GHS	$	(37,909	)	$	(8,071	)
Interest Expense-Promissory Note-GHS	$	(5,399	)	$	(3,426	)
Interest income		—			—
Total other income (expenses)		(81,059	)		(291,686	)

Net loss before income taxes		(4,383,173	)		1,200,253	)

Income taxes		—			—

Net loss	$	(4,383,173	)	$	(1,200,253	)

Net loss per common share:
Loss per common share-Basic and Diluted	$	(0.08	)	$	(0.03	)

	Years Ended March 31,
	2023			2022			$ Change			% Change
Compensation – officers	$	91,020		$	77,308		$	14,712			15.06	%
Officer Compensation Stock	$	4,500		$	-		$	4,500			100	%
Marketing	$	8,074		$	3,655		$	4,419			54.73	%
General and administrative	$	231,890		$	116,064		$	115,826			49.95	%
Professional fees	$	67,061		$	8,719		$	58,342			87	%
Bad Debt Expense	$	-			4,944		$	(4,944	)		(100	)%
Cost of legal proceedings	$	24,276		$	7,500		$	16,776			69.11	%
Litigation Expense	$	512,725			-		$	512,725			100	%
Licenses and fees	$	1,706			-		$	1,706			100	%
Depreciation expense	$	31,352			-		$	25,638			100	%
Total operating expenses	$	972,604		$	218,190		$	754,414			77.57	%

Loss from operations		(950,544	)		(226,706	)	$	(723,838	)		319.28	%

Other Income (Expenses):
Other income	$	618,711			3,486,672			(2,867,961	)		(82.25	)%
Interest expense		(47,433	)		(86,706	)		39,273			(360	)%
Total other income (expenses)		571,278			3,399,966			(2,828,688	)		(83.20	)%

Net Profit/(Loss) before income taxes		(379,266	)		3,173,260			(3,552,526	)		(111.95	)%

Income taxes		-			-

Net Profit/(Loss)	$	(379,266	)	$	3,173,260		$	(3,552,526	)		(111.95	)%

Net Profit/(Loss) per common share:									��
Profit/(Loss) per common share-Basic and Diluted	$	(0.003	)	$	0.06		$	(0.06	)		(105	)%

	March 31, 2021			March 31, 2020
ASSETS
Current Assets:
Cash	$	16,161		$	30,723
Accounts Receivable(net allowance of $101,404 and $101,404 respectively)	$	6,108		$	38,933
Prepaid expenses and other current assets		—			54
Inventory		21,739			63,348
Total current assets		44,008			133,058

Property and equipment, net		1,712			4,133

Other Assets:
Patent, net		—			—
Rou Asset		12,653			11,170
Deposits		6,191			6,191
Total other assets		18,844			17,361
Total Assets	$	64,564		$	154,552

LIABILITIES AND STOCKHOLDERS’S EQUITY

Current Liabilities:
Accounts payable	$	173,994		$	82,228
PPP Loan	$	31,750		$	—
PPP Loan 2	$	31,215		$	—
Issa Loan Advance	$	49,980		$	—
SBA EDIL Loan	$	106,800		$	—
Accrued expenses	$	234,319		$	154,552
Accrued settlement	$	3,994,523		$	231,323
Interest Payable-Conv Notes-GHS		29,107			9,648
Interest Payable-Promissory Note-GHS		9,029			3,630
Convertible Note 1-GHS		—			76,927
Convertible Note 2-GHS		62,055			88,596
Convertible Note 3-GHS		88,825			88,525
Convertible Note 4-GHS		88,894			88,894
Convertible Note 5-GHS		88,710			55,000
Promissory Note-GHS		30,000			30,000
Lease Liability-Current		12,653			11,170
Notes payable - related parties		59,558			59,558
Total current liabilities		5,091,412			980,351
Total liabilities		5,091,412			980,351

Commitments and contingencies

Stockholders’ (Deficit) Equity:
Common stock, par value $0.001 per share, 75,000,000 shares authorized; 50,883,056 and 37,813,092 shares issued and outstanding as of March 31, 2021 and March 31, 2020 respectively		50,553			37,814
Additional paid-in capital		28,219,577			28,050,192
Accumulated deficit		(33,296,878	)		(28,913,505	)
Total stockholders’ (Deficit)Equity		(5,028,848	)		(825,499	)
Total Liabilities and Stockholders’ (Deficit) Equity	$	64,564		$	154,552

Report of Independent Registered Public Accounting Firm ~~F - Consolidated Financial Statements and Notes~~	~~F-2~~F-1

Consolidated Balance Sheets as of March 31, ~~2021~~2023 and March 31, ~~2020~~2022	~~F-3~~F-2

Consolidated Statements of Operations for the ~~years ended~~Years Ended March 31, ~~2021~~2023 and March 31, ~~2020~~2022	~~F-4~~F-3

Consolidated Statements of Changes in Shareholders’ Equity for the ~~years~~Years ended March 31, ~~2021~~2023 and ~~2020~~2022	~~F-5~~F-4

Consolidated Statements of Cash Flows for the ~~years ended~~Years Ended March 31, ~~2021~~2023 and March 31, ~~2020~~2022	~~F-6~~F-5

Notes for the Consolidated Financial Statements	~~F-7~~F-6

	March 31 2021			March 31, 2020
ASSETS
Current Assets:
Cash	$	16,161		$	30,723
Accounts Receivable (net allowance of $101,404 and $101,404 respectively)	$	6.108		$	38,933
Prepaid expenses and other current assets		—			54
Inventory		21,739			63,348
Total current assets		44,008			133,058

Property and equipment, net		1,712			4,133

Other Assets:
Patent, net		—			—
Rou Asset		12,653			11,170
Deposits		6,191			6,191
Total other assets		18,844			17,361
Total Assets	$	64,564		$	154,552

LIABILITIES AND STOCKHOLDERS’S EQUITY

Current Liabilities:
Accounts payable	$	173,994		$	82,228
PPP Loan	$	31,750		$	—
PPP Loan 2	$	31,215		$	—
Isa Loan Advance	$	49,980		$	—
SBA EDIL. Loan	$	106,800		$	—
Accrued expenses	$	234,319		$	154,552
Accrued settlement		3,994,523			231,323
Interest Payable-Conv Notes-GHS		29,107			9,648
Interest Payable-Promissory Note-GHS		9,029			3,630
Interest Payable
Convertible Note 1-GHS		—			76,927
Convertible Note 2-GHS		62,055			88,596
Convertible Note 3-GHS		88,825			88,525
Convertible Note 4-GHS		88,894			88,894
Convertible Note 5-GHS		88,710			55,000
Convertible Note
Promissory Note-GHS		30,000			30,000
Lease Liability-Current		12,653			11,170
Notes payable - related parties		59,558			59,558
Total current liabilities		5,091,412			980,351
Total liabilities		5,091,412			980,351

Commitments and contingencies

Stockholders’ (Deficit) Equity:
Common stock, par value $0.001 per share, 75,000,000 shares authorized; 50,883,056 and 37,813,092 shares issued and outstanding as of March 31, 2021 and March 31, 2020 respectively		50,553			37,814
Additional paid-in capital		28,219,577			28,050,192
Accumulated deficit		(33,296,878	)		(28,913,805	)
Total stockholders’ (Deficit)Equity		(5,026,848	)		(33,283,592	)
Total Liabilities and Stockholders’ (Deficit) Equity	$	64,564		$	154,552

Beneficial Owner(1)	Common Stock		Series A Preferred Stock	Number of Shares Beneficially Owned(2)		Percent(3)
5% Stockholders:
Majorca Group, Ltd.(6)		5,690,000			5,690,000		10.7	%
Great Lakes Holdings Group, Inc.(7)		6,700,000			6,700,000		12.6	%
Named Executive Officers and Directors:
Nickolas S. Tabraue – President, Secretary and Director (former Chief Operating Officer)		1,000,000			1,000,000		1.9	%
Wendell Hecker, Chief Financial Officer		70,000			70,000		0.1	%
Gagan Hunter, Chief Operating Officer		70,000			70,000		0.1	%
Sergio Castillo, Chief Marketing Officer		—			—		—	%
All executive officers and directors as a group (4 persons)					13,530,000		25.4	%

		Incorporated by
Exhibit			Reference		Filed or Furnished
Number	Exhibit Description		Form	Exhibit	Filing Date	Herewith
3.1	Articles of Incorporation		10-12(G)/A	1.1	08/13/2018

3.2	Amendment of Articles of Incorporation		10-12(G)/A	1.2	08/13/2018

3.3	Bylaws of Earth Science Tech, Inc.		10-12(G)/A	1.3	08/13/2018

31.1	Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) As adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					X

31.2	Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) As adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					X

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X

32.2	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X

101.INS	XBRL Instance Document					X

101.SCH	XBRL Taxonomy Extension Schema					X

101.CAL	XBRL Taxonomy Extension Calculation Linkbase					X

101.DEF	XBRL Taxonomy Extension Definition Linkbase					X

101.LAB	XBRL Taxonomy Extension Label Linkbase					X

101.PRE	XBRL Taxonomy Extension Presentation Linkbase					X