Cover
Cover | 3 Months Ended |
Jun. 30, 2023 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Jun. 30, 2023 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2023 |
Current Fiscal Year End Date | --03-31 |
Entity File Number | 000-55000 |
Entity Registrant Name | EARTH SCIENCE TECH, INC. |
Entity Central Index Key | 0001538495 |
Entity Tax Identification Number | 80-0931484 |
Entity Incorporation, State or Country Code | FL |
Entity Address, Address Line One | 8950 SW 74th CT |
Entity Address, Address Line Two | Suite 101 |
Entity Address, City or Town | Miami |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33156 |
City Area Code | (305) |
Local Phone Number | 724-5684 |
Title of 12(b) Security | Common Stock $0.001 par value |
Trading Symbol | ETST |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 314,881,821 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
Current Assets: | ||
Cash | $ 91,989 | $ 35,756 |
Inventory | 101,807 | 10,260 |
Total current assets | 193,796 | 46,016 |
Property and equipment, net | 120,399 | 143,213 |
Right of use asset, net | 194,543 | 200,674 |
Intangible assets, net | 133,613 | 137,819 |
Goodwill | 2,110,368 | 2,164,480 |
Other assets | ||
Total Assets | 2,752,719 | 2,692,202 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 519,361 | 517,137 |
Current portion of loans and obligations | 284,776 | 604,767 |
Other payables | 111,751 | 117,193 |
Current portion of operating lease obligations | 46,621 | 68,188 |
Total current liabilities | 962,509 | 1,307,285 |
Operating lease obligations; less current maturities | 96,743 | 96,743 |
Loans and obligations; less current maturities | 204,408 | 204,408 |
Total liabilities | 1,263,660 | 1,608,436 |
Commitments and contingencies | ||
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized; 1,000,000 and 0 shares issued and outstanding as of June 30, 2023, and June 30, 2022, respectively | 1,000 | 1,000 |
Common stock, par value $0.001 per share, 750,000,000 shares authorized; 314,881,821 and 282,611,083 shares issued and outstanding as of June 30, 2023, and March 31, 2023, respectively | 314,552 | 282,612 |
Additional paid-in capital | 31,766,199 | 31,303,138 |
Accumulated deficit | (30,592,692) | (30,502,984) |
Total stockholders’ (Deficit) Equity | 1,489,059 | 1,083,766 |
Total Liabilities and Stockholders’ Equity | $ 2,752,719 | $ 2,692,202 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Mar. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1,000,000 | 0 |
Preferred stock, shares outstanding | 1,000,000 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 314,881,821 | 282,611,083 |
Common stock, shares outstanding | 314,881,821 | 282,611,083 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||
Revenues, net | $ 219,934 | |
Cost of revenues | 71,165 | |
Gross Profit | 148,769 | |
Operating Expenses: | ||
Officer’s cash compensation | 5,654 | 31,250 |
Selling and marketing | 11,376 | |
General and administrative | 115,941 | 142,997 |
Bad debt expense | ||
Licenses and fees | 1,954 | 512,725 |
Research and Development | 6,817 | |
Legal and professional | 18,420 | 5,200 |
Depreciation and amortization | 65,697 | |
Total operating expenses | 225,859 | 692,172 |
Loss from operations | (77,090) | (692,172) |
Other Income (Expenses): | ||
Other income | 547,608 | |
Interest expense | (12,618) | (10,118) |
Total other income (expenses) | (12,618) | (10,118) |
Net Profit/(Loss) before income taxes | (89,708) | (154,682) |
Income taxes | ||
Net Profit/(Loss) | $ (89,708) | $ (154,682) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' (Deficit) Equity - 3 months ended Jun. 30, 2023 - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Mar. 31, 2023 | $ 282,612 | $ 1,000 | $ 31,303,138 | $ (30,502,984) | $ 1,083,766 |
Balance, shares at Mar. 31, 2023 | 282,611,083 | 1,000,000 | |||
Common stock issued for cash | $ 18,534 | 91,467 | |||
Common stock issued for cash, shares | 18,533,334 | ||||
Common stock issued for Conversion on Note | $ 13,406 | 371,594 | |||
Common stock issued for Conversion on Note, shares | 13,406,313 | ||||
Net Profit/(Loss) | (89,708) | (89,708) | |||
Balance at Jun. 30, 2023 | $ 314,552 | $ 1,000 | $ 31,766,199 | $ (30,592,692) | $ 1,489,059 |
Balance, shares at Jun. 30, 2023 | 314,550,730 | 1,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net Profit/(Loss) | $ (89,708) | $ (154,682) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Stock-based compensation | ||
Gain on payable settlement | ||
Depreciation and amortization | 65,696 | |
Changes in operating assets and liabilities: | ||
Deposits | ||
Prepaid expenses and other current assets | (250,000) | |
Inventory | (91,547) | |
Other current liabilities | ||
Accrued settlement | 295,000 | |
Accounts payable and accrued expenses | 61,792 | (46,937) |
Net cash used in operating activities | (53,767) | (24,077) |
Cash flows from investing activities: | ||
Purchases of property and equipment | ||
Net cash used in investing activities | ||
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 110,000 | |
Payments on debt obligations | ||
Proceeds from loans and notes | 150,000 | |
Net Cash Provided by Financing Activities | 110,000 | 150,000 |
Net increase (decrease) in cash and cash equivalents | 56,233 | (6,619) |
Cash and cash equivalents at beginning of the period | 35,756 | 26,942 |
Cash and cash equivalents at end of the period | 91,989 | 20,323 |
Non-Cash Transactions | ||
Common stock issued on conversion of notes payable | $ 13,406,313 |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Note 1 — Organization and Nature of Operations Earth Science Tech, Inc. (“ETST” or the “Company”) was incorporated under the laws of the State of Nevada on April 23, 2010, and subsequently changed its domicile to the State of Florida on June 27, 2022. As of November 8, 2022, the Company is a holding entity set to acquire companies with its current focus in the health and wellness industry. The Company is presently in compounding pharmaceuticals and telemedicine through its wholly owned subsidiaries RxCompoundStore.com, LLC. (“RxCompound”), Peaks Curative, LLC. (“Peaks”), and Earth Science Foundation, Inc. (“ESF”). RxCompound is a complete compounding pharmacy. RxCompound is currently licensed to fulfill prescriptions in the states of Florida, New York, New Jersey, Delaware, Pennsylvania, Rhode Island, Nevada, Colorado, and Arizona. RxCompound is in the application process to obtain licenses in the remaining states in which it is not yet licensed to fulfill prescriptions. Peaks is a telemedicine referral site focused on men’s health. Peaks’ orders are exclusively fulfilled by RxCompound. Patients who order Peaks via monthly subscription receive their refills automatically. Currently, Peaks is focused on Men’s health, and, more specifically, ED. The company intends to expand offerings to include over the counter (“OTC”) (non-prescription) products such as supplements and topicals. The OTC products will be custom manufactured or fulfilled through partnered companies under the Peaks brand and offered worldwide. ESF is a favored entity of the Company, effectively being a non-profit organization that was incorporated on February 11, 2019, and is structured to accept grants and donations to help those in need of assistance in paying for prescriptions. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of presentation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Principles of consolidation The accompanying consolidated financial statements include all the accounts of the Company and its wholly owned subsidiaries RxCompound, Peaks, 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 have been consolidated according to their acquisition dates. No intercompany transactions and balances were identified. Use of estimates and assumptions The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The areas requiring significant estimates are impairment of goodwill, provision for taxation, useful life of depreciable assets, useful life of intangible assets, contingencies, and going concern assessment. The estimates and underlying assumptions are reviewed on an ongoing basis. Actual results could differ from those estimates. Carrying value, recoverability, and impairment of long-lived assets The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC’) 360 to evaluate its long-lived assets. The Company’s long-lived assets, which include property, equipment, and a patent, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. Impairment of assets, if any, are included in operating expenses. Cash and cash equivalents Cash and cash equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations. As of June 30, 2023, and June 30, 2022, the Company held a cash balance of $ 91,989 35,756 Related parties The Company follows ASC 850-10, Related Parties, for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. Commitments and contingencies The Company follows ASC 450 to account for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. This may result in contingent liabilities that are required to be accrued or disclosed in the financial statements. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. Revenue recognition Revenue is recognized at the point in time the funds to complete sale are recorded in the company’s bank account. Inventories The Company has its inventories stated at the lower of cost (on first in, first out (FIFO) method) or market value basis. A reserve is established if necessary to reduce excess or obsolete inventories to their realizable value. The stated cost consists of bulk ingredients used to compound finished products as well as finished products. Reserves, if necessary, are recorded to reduce inventory to market value based on assumptions about consumer demand, current inventory levels and product life cycles for the various inventory items. These assumptions are evaluated annually and are based on the Company’s business plan and from feedback from customers and the product development team. Cost of Revenues Components of costs of revenues include product costs, shipping costs to customers, and any inventory adjustments. Shipping and Handling Costs Costs incurred by the Company for shipping and handling are included in costs of revenues. Research and development Research and development costs are expensed as incurred. The Company’s research and development expenses relate to its engineering activities, which consist of the design and development of new products for specific customers, as well as the design and engineering of new or redesigned products for the industry in general. Income taxes The Company accounts for income taxes under ASC 740, Income Taxes. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period, which includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. ASC 740 contains a two-step approach to recognizing and measuring uncertain tax positions. This first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement The Company 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 no Interest and penalties related to liabilities for uncertain tax positions will be charged to interest and operating expenses, respectively. The Company has net operating loss carryforwards (NOL) for income tax purposes of approximately $ 6,150,613 0 0 Internal Revenue Code Section 382 (“Section 382”) imposes limitations on the availability of a company’s net operating losses after certain ownership changes occur. The Section 382 limitation is based upon certain conclusions pertaining to the dates of ownership changes and the value of the Company on the dates of the ownership changes. It was determined that an ownership change occurred in October 2013 and March 2014. The amount of the Company’s net operating losses incurred prior to the ownership changes are limited based on the value of the Company on the date of the ownership change. Management has not determined the amount of net operating losses generated prior to the ownership change available to offset taxable income after the ownership change. Net loss per common share The Company follows ASC 260 to account for earnings per share. Basic earnings per common share calculations are determined by dividing net results from operations by the weighted average number of shares of common stock outstanding during the year. Diluted loss per common share calculation is determined by dividing net results from operations by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. For the fiscal quarter ended June 30, 2023, shares issuable upon conversion of convertible notes were anti-dilutive because of net loss and as such, their effect has not been included in the calculation of diluted net loss per share. No dilutive common shares in the comparative year. Cash flows reporting The Company follows ASC 230 to report cash flows. This standard classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by this standard to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports separately information about investing and financing activities not resulting in cash receipts or payments in the period pursuant this standard. Goodwill Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination. Goodwill is reviewed for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may be impaired. In conducting its annual impairment test, the Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If factors indicate that the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative assessment and the fair value of the reporting unit is determined by analyzing the expected present value of future cash flows. If the carrying value of the reporting unit continues to exceed its fair value, the fair value of the reporting unit’s goodwill is calculated and an impairment loss equal to the excess is recorded. As of June 30, 2023, the Company recognized goodwill on the acquisition of its wholly owned subsidiaries; RxCompound and Peaks. Stock Based Compensation The Company applies the fair value method of ASC 718, Compensation-Stock Compensation, in accounting for its stock-based compensation. These standards state that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period, if any. The Company uses the Black-Scholes option pricing model to determine the fair value of its stock, stock option and warrant issuance. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price, as well as assumptions regarding a few complex and subjective variables. These variables include the Company’s expected stock price, volatility over the term of the awards, actual employee exercise behaviors, risk-free interest rate and expected dividends. The company has no stock-based commitments outstanding as of June 30, 2023, and 2022. Fair Value FASB ASC 820, Fair Value Measurements and Disclosure Level 1 — Level 2 — Level 3 — The carrying amounts of cash, accounts payable and other liabilities, accrued expenses and settlement payable approximate fair value because of the short-term nature of these items. The fair value of the Company’s debt approximated the carrying value of the Company’s debt as of June 30, 2023, and June 30, 2022. Factors that the Company considered when estimating the fair value of its debt included market conditions, liquidity levels in the private placement market, variability in pricing from multiple lenders and terms of debt. Property and equipment Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation on equipment is charged using a straight-line method over the estimated useful life of 5 Recently issued accounting pronouncements We have considered the impact of the following pronouncements: In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which will require lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model and the new revenue recognition standard. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. In January 2018, the FASB issued ASU 2018-01, which permits an entity to elect an optional transition practical expedient to not evaluate land easements that exist or expire before the Company’s adoption of Topic 842 and that were not previously accounted for as leases under Topic 840. On May 20, 2020, the FASB voted to delay implementing the new lease standard for non-public organizations, making their new effective date the fiscal year starting after Dec. 15, 2021. The Company adopted this transition provision and provided necessary disclosures. In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 (for “emerging growth companies” beginning after December 15, 2020). The Company has adopted this standard effective from January 1, 2021, and the adoption of this standard did not have any significant impact on the consolidated financial statements. The FASB recently issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to reduce complexity in applying GAAP to certain financial instruments with characteristics of liabilities and equity. The guidance in ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, which requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. The amendments in ASU 2020-06 further revise the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. The amendments in ASU 2020-06 are effective for public entities for fiscal years beginning after December 15, 2021, with early adoption permitted (for “emerging growth companies” beginning after December 15, 2023). The Company has assessed the impact this standard will have on the Company’s consolidated financial statements. No material adjustments were required. Update ASU 2021-10- Government Assistance (Topic 832) In November 2021, the FASB issued guidance which requires business entities to disclose information about certain government assistance they receive. The amendments in this Update are effective for all entities within their scope for financial statements issued for annual periods beginning after December 15, 2021. Early application of the amendments is permitted. An entity should apply the amendments in this Update either (1) prospectively to all transactions within the scope of the amendments that are reflected in financial statements at the date of initial application and new transactions that are entered into after the date of initial application or (2) retrospectively to those transactions. We do not expect adoption of this standard to result in additional disclosures within our Consolidated Financial Statements. Intangible assets Intangible assets consist of Peaks telemedicine property, the Company’s web properties and goodwill recognized by RxCompound in stand-alone Financial Statements under the push down approach. Intangible assets with finite lives are amortized over the estimated useful life of five years 10 Reclassification No restatement was made in comparative Consolidated Financial Statements. However, Certain amounts from the prior year have been reclassified to conform to the current year presentation. |
Going Concern
Going Concern | 3 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 — Going Concern The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. On June 30, 2023, the Company had negative working capital, an accumulated deficit of $ 30,592,692 The Company as of November 8, 2022, became a holding entity set to acquire companies with its recent two acquisitions, RxCompound and Peaks both operating in the health and wellness industry. The Company’s cash position may not be sufficient to pay its obligations and support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues may provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate sufficient revenues by acquiring companies and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Related Party Balances and Tran
Related Party Balances and Transactions | 3 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Balances and Transactions | Note 4 — Related Party Balances and Transactions Parties are considered to be related if one party has the ability to control or exercise significant influence over the other party in making financial and operating decisions. Transactions with related parties have been disclosed in debt, acquisition, and officer’s compensation notes. As of June 30, 2023, the Company had no related party balances. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 5 — Stockholders’ Equity During the fiscal quarters ended June 30, 2023, and June 30, 2022, the Company issued 18,533,334 0 110,000 0 see ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS During the quarter ended June 30, 2023, and 2022, the Company issued 13,406,313 0 385,000 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Legal Proceedings From time to time and in the course of business, we may become involved in various legal proceedings seeking monetary damages and other relief. The amount of the ultimate liability, if any, from such claims cannot be determined. As of the date hereof, there are no legal claims currently pending or, to our knowledge, threatened against us or any of our officers or directors in their capacity as such or against any of our properties that, in the opinion of our management, would be likely to have a material adverse effect on our financial position, results of operations or cash flows. Employment and Consulting Agreements The Company is a party to an employment agreement with its CFO with $ 750 No consulting agreement was signed during the fiscal quarters ended June 30, 2023, and June 30, 2022. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 7 — Property and Equipment Schedule of Property And Equipment For the Fiscal Quarter Ended June 30, June 30, 2023 June 30, 2022 Equipment – cost $ 150,082 $ - Less: Accumulated depreciation 29,683 - Property and Equipment, Net $ 120,399 $ - Depreciation expense for the fiscal quarters ended June 30, 2023, and June 30, 2022, was $ 7,379 0 During the fiscal quarter ended June 30, 2023, additions represented the Equipment acquired by RxCompound. It also obtained financing for TCA cleanroom Suite, Medisca Equipment from New Lane Finance and Spenser Capital Group, Inc. Equipment was purchased from original suppliers; however, financing was provided by the aforementioned lenders. Weighted average remaining term was 5 7 |
Leases
Leases | 3 Months Ended |
Jun. 30, 2023 | |
Leases | |
Leases | Note 8 — Leases The Company treats a contract as a lease when the contract conveys the right to use a physically distinct asset for a period of time in exchange for consideration, or the Company directs the use of the asset and obtains substantially all the economic benefits of the asset. These leases are recorded as right-of-use (“ROU”) assets and lease obligation liabilities for leases with terms greater than 12 months. ROU assets represent the Company’s right to use an underlying asset for the entirety of the lease term. Lease liabilities represent the Company’s obligation to make payments over the life of the lease. A ROU asset and a lease liability are recognized at commencement of the lease based on the present value of the lease payments over the life of the lease. Initial direct costs are included as part of the ROU asset upon commencement of the lease. Since the interest rate implicit in a lease is generally not readily determinable for the operating leases, the Company uses an incremental borrowing rate to determine the present value of the lease payments. The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar lease term to obtain an asset of similar value. The Company reviews the impairment of ROU assets consistent with the approach applied for the Company’s other long-lived assets. The Company reviews the recoverability of long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company elected the practical expedient to exclude short-term leases (leases with original terms of 12 months or less) from ROU asset and lease liability accounts. RxCompoundStore.com, LLC entered into a lease arrangement on May 26, 2022, whereby the subsidiary obtained the possession of the property located at 8950 SW 74th Court Suite 101, Miami, FL, 33156. The lease requires monthly payments of $ 7,453.37 40,000 3 Supplemental balance sheet information related to leases were as follows: Schedule of Supplemental Balance Sheet Related to Leases For the Fiscal Quarter Ended June 30, 2023 2022 Assets Right of use asset, net $ 194,543 $ - Operating lease liabilities Current 46,621 - Non-current 96,743 - Total Lease Liabilities $ 143,364 $ - The components of lease cost were as follows: Schedule of Lease Cost For the Fiscal Quarter Ended June 30, 2023 2022 Depreciation $ 7,379 $ - Interest on lease obligation 12,618 - Total lease cost $ 19,997 $ - Lease term and discount rate were as follows: |
Intangible Assets
Intangible Assets | 3 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 9 — Intangible Assets Intangible assets, consisted of the following: Schedule of Intangible Assets For the Fiscal Quarter Ended June 30, 2023 2022 Telemedicine Property $ 15,585 $ - Web Properties 17,985 - Goodwill – push down approach (A) 100,043 - Accumulated Amortization 58,318 - Net Balance $ 191,931 $ - |
GOODWILL
GOODWILL | 3 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | NOTE 10- GOODWILL Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in the business combinations. On November 08, 2022, the Company acquired 100% SCHEDULE OF GOODWILL For the Fiscal Quarter Ended June 30, 2023 2022 RxCompound and Peaks $ 2,110,368 $ - Total $ 2,110,368 $ - The Company conducted an impairment test as of June 30, 2023, and no indication of impairment was identified. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Note 11 — Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following: Schedule of Accounts Payable and Accrued Expenses For the Fiscal Quarter Ended June 30, 2023 Accounts Payable (A) $ 179,738 Accrued Expenses (B) 77,752 Accrued settlement (C) 261,871 Total $ 519,361 (A) Accounts Payable As of June 30, 2023, accounts payable included inventory under net 30 terms of $ 106,025 39,804 30,327 3,582 (B) Accrued Expenses As of June 30, 2023, accrued expenses included interest payable of $ 9,889 accrued payroll of $ 67,863 . (B) Accrued Settlement As of June 30, 2023, the company recognized unpaid accrued settlement of $ 56,871 205,000 220,000 15,000 5,000 September 01, 2023 |
Debts
Debts | 3 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debts | Note 12 — Debts Notes payable and loans payable consisted of the following: Schedule of Notes and Loans Payable For the Fiscal Quarter Ended June 30, Name 2023 2022 SBA Loan Payable (1) $ 204,408 $ 104,519 Revolving Promissory Note Payable (2) 250,000 250,000 Promissory Note Payable I (3) 30,000 - Convertible Promissory Note Payable (4) - 150,00 Advance Payable (4) - 50,000 Promissory Note Payable II (4) - 44,429 Notes payable – related parties (4) - 87,402 Equipment Finance Note-4 111,850 - $ 596,258 $ 686,350 (1) SBA Loan On July 27, 2020, the Holding Company executed a secured loan with the U.S. Small Business Administration (SBA) under the Economic Injury Disaster Loan program in the amount of $ 106,800 3.75 521.00 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 3.75 530.00 Installment payments due within a year have been classified under current liabilities. Following is the aggregate future long term SBA loan payments, as of June 30, 2023: Schedule of Aggregate Future Long Term SBA Loan Payments Amount Loan Payments Within year 1 $ 4,767 Within year 2 4,947 Within year 3 5,132 Within year 4 5,325 Thereafter 184,237 Total Loan Payments 204,408 Less: Current portion (4,776 ) Non-Current portion $ 199,632 (2) Revolving Promissory Note On August 31, 2021, the Company issued a revolving promissory note of $ 250,000 50,000 200,000 5 January 01, 2024 (3) Promissory Note I: On May 12, 2023, the Company issued a promissory note of $ 30,000 10 30,480 4) Opening Debt Obligations: All other June 30, 2022, debt obligations of Issa - EL Cheikh and Mario Portella have been settled through the issue of 16,300,000 2,750,000 5,820,106 85,000 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 — Subsequent Events The Company has evaluated subsequent events through July 26, 2023, which is the date the financial statements were issued, and has concluded that no such events or transactions took place which would require adjustment to or disclosure in the financial statements, except for the following: On July 15, 2023, Wendell Hecker resigned from his role as Chief Financial Officer (“CFO”) position with the Company. His resignation was not from a result of any disagreement with the Company or any other entity or any matter relating to the operations, policies (including accounting or financial policies) or practices of the Company. On July 17, 2023, the Board of Directors of the Company appointed Gabrielle Schuster as the Company’s CFO, succeeding Wendell Hecker. Gabrielle Schuster will receive eight hundred seven dollars and seventy cents bi-weekly. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Principles of consolidation | Principles of consolidation The accompanying consolidated financial statements include all the accounts of the Company and its wholly owned subsidiaries RxCompound, Peaks, 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 have been consolidated according to their acquisition dates. No intercompany transactions and balances were identified. |
Use of estimates and assumptions | Use of estimates and assumptions The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The areas requiring significant estimates are impairment of goodwill, provision for taxation, useful life of depreciable assets, useful life of intangible assets, contingencies, and going concern assessment. The estimates and underlying assumptions are reviewed on an ongoing basis. Actual results could differ from those estimates. |
Carrying value, recoverability, and impairment of long-lived assets | Carrying value, recoverability, and impairment of long-lived assets The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC’) 360 to evaluate its long-lived assets. The Company’s long-lived assets, which include property, equipment, and a patent, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. Impairment of assets, if any, are included in operating expenses. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations. As of June 30, 2023, and June 30, 2022, the Company held a cash balance of $ 91,989 35,756 |
Related parties | Related parties The Company follows ASC 850-10, Related Parties, for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. |
Commitments and contingencies | Commitments and contingencies The Company follows ASC 450 to account for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. This may result in contingent liabilities that are required to be accrued or disclosed in the financial statements. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. |
Revenue recognition | Revenue recognition Revenue is recognized at the point in time the funds to complete sale are recorded in the company’s bank account. |
Inventories | Inventories The Company has its inventories stated at the lower of cost (on first in, first out (FIFO) method) or market value basis. A reserve is established if necessary to reduce excess or obsolete inventories to their realizable value. The stated cost consists of bulk ingredients used to compound finished products as well as finished products. Reserves, if necessary, are recorded to reduce inventory to market value based on assumptions about consumer demand, current inventory levels and product life cycles for the various inventory items. These assumptions are evaluated annually and are based on the Company’s business plan and from feedback from customers and the product development team. |
Cost of Revenues | Cost of Revenues Components of costs of revenues include product costs, shipping costs to customers, and any inventory adjustments. |
Shipping and Handling Costs | Shipping and Handling Costs Costs incurred by the Company for shipping and handling are included in costs of revenues. |
Research and development | Research and development Research and development costs are expensed as incurred. The Company’s research and development expenses relate to its engineering activities, which consist of the design and development of new products for specific customers, as well as the design and engineering of new or redesigned products for the industry in general. |
Income taxes | Income taxes The Company accounts for income taxes under ASC 740, Income Taxes. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period, which includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. ASC 740 contains a two-step approach to recognizing and measuring uncertain tax positions. This first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement The Company 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 no Interest and penalties related to liabilities for uncertain tax positions will be charged to interest and operating expenses, respectively. The Company has net operating loss carryforwards (NOL) for income tax purposes of approximately $ 6,150,613 0 0 Internal Revenue Code Section 382 (“Section 382”) imposes limitations on the availability of a company’s net operating losses after certain ownership changes occur. The Section 382 limitation is based upon certain conclusions pertaining to the dates of ownership changes and the value of the Company on the dates of the ownership changes. It was determined that an ownership change occurred in October 2013 and March 2014. The amount of the Company’s net operating losses incurred prior to the ownership changes are limited based on the value of the Company on the date of the ownership change. Management has not determined the amount of net operating losses generated prior to the ownership change available to offset taxable income after the ownership change. |
Net loss per common share | Net loss per common share The Company follows ASC 260 to account for earnings per share. Basic earnings per common share calculations are determined by dividing net results from operations by the weighted average number of shares of common stock outstanding during the year. Diluted loss per common share calculation is determined by dividing net results from operations by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. For the fiscal quarter ended June 30, 2023, shares issuable upon conversion of convertible notes were anti-dilutive because of net loss and as such, their effect has not been included in the calculation of diluted net loss per share. No dilutive common shares in the comparative year. |
Cash flows reporting | Cash flows reporting The Company follows ASC 230 to report cash flows. This standard classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by this standard to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports separately information about investing and financing activities not resulting in cash receipts or payments in the period pursuant this standard. |
Goodwill | Goodwill Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination. Goodwill is reviewed for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may be impaired. In conducting its annual impairment test, the Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If factors indicate that the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative assessment and the fair value of the reporting unit is determined by analyzing the expected present value of future cash flows. If the carrying value of the reporting unit continues to exceed its fair value, the fair value of the reporting unit’s goodwill is calculated and an impairment loss equal to the excess is recorded. As of June 30, 2023, the Company recognized goodwill on the acquisition of its wholly owned subsidiaries; RxCompound and Peaks. |
Stock Based Compensation | Stock Based Compensation The Company applies the fair value method of ASC 718, Compensation-Stock Compensation, in accounting for its stock-based compensation. These standards state that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period, if any. The Company uses the Black-Scholes option pricing model to determine the fair value of its stock, stock option and warrant issuance. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price, as well as assumptions regarding a few complex and subjective variables. These variables include the Company’s expected stock price, volatility over the term of the awards, actual employee exercise behaviors, risk-free interest rate and expected dividends. The company has no stock-based commitments outstanding as of June 30, 2023, and 2022. |
Fair Value | Fair Value FASB ASC 820, Fair Value Measurements and Disclosure Level 1 — Level 2 — Level 3 — The carrying amounts of cash, accounts payable and other liabilities, accrued expenses and settlement payable approximate fair value because of the short-term nature of these items. The fair value of the Company’s debt approximated the carrying value of the Company’s debt as of June 30, 2023, and June 30, 2022. Factors that the Company considered when estimating the fair value of its debt included market conditions, liquidity levels in the private placement market, variability in pricing from multiple lenders and terms of debt. |
Property and equipment | Property and equipment Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation on equipment is charged using a straight-line method over the estimated useful life of 5 |
Recently issued accounting pronouncements | Recently issued accounting pronouncements We have considered the impact of the following pronouncements: In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which will require lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model and the new revenue recognition standard. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. In January 2018, the FASB issued ASU 2018-01, which permits an entity to elect an optional transition practical expedient to not evaluate land easements that exist or expire before the Company’s adoption of Topic 842 and that were not previously accounted for as leases under Topic 840. On May 20, 2020, the FASB voted to delay implementing the new lease standard for non-public organizations, making their new effective date the fiscal year starting after Dec. 15, 2021. The Company adopted this transition provision and provided necessary disclosures. In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 (for “emerging growth companies” beginning after December 15, 2020). The Company has adopted this standard effective from January 1, 2021, and the adoption of this standard did not have any significant impact on the consolidated financial statements. The FASB recently issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to reduce complexity in applying GAAP to certain financial instruments with characteristics of liabilities and equity. The guidance in ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, which requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. The amendments in ASU 2020-06 further revise the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. The amendments in ASU 2020-06 are effective for public entities for fiscal years beginning after December 15, 2021, with early adoption permitted (for “emerging growth companies” beginning after December 15, 2023). The Company has assessed the impact this standard will have on the Company’s consolidated financial statements. No material adjustments were required. Update ASU 2021-10- Government Assistance (Topic 832) In November 2021, the FASB issued guidance which requires business entities to disclose information about certain government assistance they receive. The amendments in this Update are effective for all entities within their scope for financial statements issued for annual periods beginning after December 15, 2021. Early application of the amendments is permitted. An entity should apply the amendments in this Update either (1) prospectively to all transactions within the scope of the amendments that are reflected in financial statements at the date of initial application and new transactions that are entered into after the date of initial application or (2) retrospectively to those transactions. We do not expect adoption of this standard to result in additional disclosures within our Consolidated Financial Statements. |
Intangible assets | Intangible assets Intangible assets consist of Peaks telemedicine property, the Company’s web properties and goodwill recognized by RxCompound in stand-alone Financial Statements under the push down approach. Intangible assets with finite lives are amortized over the estimated useful life of five years 10 |
Reclassification | Reclassification No restatement was made in comparative Consolidated Financial Statements. However, Certain amounts from the prior year have been reclassified to conform to the current year presentation. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property And Equipment | Schedule of Property And Equipment For the Fiscal Quarter Ended June 30, June 30, 2023 June 30, 2022 Equipment – cost $ 150,082 $ - Less: Accumulated depreciation 29,683 - Property and Equipment, Net $ 120,399 $ - |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Leases | |
Schedule of Supplemental Balance Sheet Related to Leases | Supplemental balance sheet information related to leases were as follows: Schedule of Supplemental Balance Sheet Related to Leases For the Fiscal Quarter Ended June 30, 2023 2022 Assets Right of use asset, net $ 194,543 $ - Operating lease liabilities Current 46,621 - Non-current 96,743 - Total Lease Liabilities $ 143,364 $ - |
Schedule of Lease Cost | The components of lease cost were as follows: Schedule of Lease Cost For the Fiscal Quarter Ended June 30, 2023 2022 Depreciation $ 7,379 $ - Interest on lease obligation 12,618 - Total lease cost $ 19,997 $ - |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets, consisted of the following: Schedule of Intangible Assets For the Fiscal Quarter Ended June 30, 2023 2022 Telemedicine Property $ 15,585 $ - Web Properties 17,985 - Goodwill – push down approach (A) 100,043 - Accumulated Amortization 58,318 - Net Balance $ 191,931 $ - |
GOODWILL (Tables)
GOODWILL (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF GOODWILL | SCHEDULE OF GOODWILL For the Fiscal Quarter Ended June 30, 2023 2022 RxCompound and Peaks $ 2,110,368 $ - Total $ 2,110,368 $ - |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following: Schedule of Accounts Payable and Accrued Expenses For the Fiscal Quarter Ended June 30, 2023 Accounts Payable (A) $ 179,738 Accrued Expenses (B) 77,752 Accrued settlement (C) 261,871 Total $ 519,361 |
Debts (Tables)
Debts (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes and Loans Payable | Notes payable and loans payable consisted of the following: Schedule of Notes and Loans Payable For the Fiscal Quarter Ended June 30, Name 2023 2022 SBA Loan Payable (1) $ 204,408 $ 104,519 Revolving Promissory Note Payable (2) 250,000 250,000 Promissory Note Payable I (3) 30,000 - Convertible Promissory Note Payable (4) - 150,00 Advance Payable (4) - 50,000 Promissory Note Payable II (4) - 44,429 Notes payable – related parties (4) - 87,402 Equipment Finance Note-4 111,850 - $ 596,258 $ 686,350 |
Schedule of Aggregate Future Long Term SBA Loan Payments | Following is the aggregate future long term SBA loan payments, as of June 30, 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 184,237 Total Loan Payments 204,408 Less: Current portion (4,776 ) Non-Current portion $ 199,632 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | |
Operating Loss Carryforwards [Line Items] | |||
Cash | $ 91,989 | $ 35,756 | $ 35,756 |
Likelihood income tax percentage | 50% likely of being realized upon ultimate settlement | ||
Unrecognized tax benefits | $ 0 | ||
Net operating loss carryforwards | 6,150,613 | ||
Valuation allowance | $ 0 | $ 0 | |
Property plant and equipment useful life | 5 years | ||
Intangible assets finite lives, goodwill | 5 years | ||
Goodwill [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Intangible assets finite lives, goodwill | 10 years | ||
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Likelihood income tax percentage | 50% likelihood of being realized upon ultimate settlement |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 30,592,692 | $ 30,502,984 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares issued | 18,533,334 | 0 |
Number of shares issued, value | $ 110,000 | $ 0 |
Restricted Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Common stock debt settlements, shares | 13,406,313 | 0 |
Common stock debt settlements, value | $ 385,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Officers compensation | $ 5,654 | $ 31,250 |
Employment Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Officers compensation | $ 750 |
Schedule of Property And Equipm
Schedule of Property And Equipment (Details) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 |
Property, Plant and Equipment [Line Items] | |||
Less: Accumulated depreciation | $ 29,683 | ||
Property and Equipment, Net | 120,399 | $ 143,213 | |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Equipment – cost | $ 150,082 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 7,379 | |
Weighted average remaining term | 5 years | |
Weighted average discount rate | 7% |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Related to Leases (Details) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 |
Leases | |||
Right of use asset, net | $ 194,543 | $ 200,674 | |
Current | 46,621 | 68,188 | |
Non-current | 96,743 | $ 96,743 | |
Total Lease Liabilities | $ 143,364 |
Schedule of Lease Cost (Details
Schedule of Lease Cost (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Leases | ||
Depreciation | $ 7,379 | |
Interest on lease obligation | 12,618 | |
Total lease cost | $ 19,997 |
Leases (Details Narrative)
Leases (Details Narrative) | 1 Months Ended |
Jun. 30, 2022 USD ($) | |
Leases | |
Lease payments | $ 7,453.37 |
Lum sum lease payment | $ 40,000 |
Lease term | 3 years |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill – push down approach (A) | $ 100,043 | |
Accumulated Amortization | 58,318 | |
Net Balance | 191,931 | |
Telemedicine Platform [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill – push down approach (A) | 15,585 | |
Web Domain [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill – push down approach (A) | $ 17,985 |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 |
Goodwill | $ 2,110,368 | $ 2,164,480 | |
Rx Compound Storecom LLC and Peaks Curative LLC [Member] | |||
Goodwill | $ 2,110,368 |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) | Nov. 08, 2020 |
Rx Compound Store.com LLC And Peaks Curative LLC [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Acquired percentage | 100% |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Expenses (Details) | Jun. 30, 2023 USD ($) |
Payables and Accruals [Abstract] | |
Accounts Payable (A) | $ 179,738 |
Accrued Expenses (B) | 77,752 |
Accrued settlement (C) | 261,871 |
Total | $ 519,361 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details Narrative) - USD ($) | Jun. 03, 2022 | Jun. 30, 2023 | May 30, 2023 |
Long-Term Purchase Commitment [Line Items] | |||
Accounts payable | $ 179,738 | ||
Auditor fees | 39,804 | ||
Other notes payable | 3,582 | ||
Interest payable | 9,889 | ||
Accrued payroll | 67,863 | ||
Unpaid accrued settlement | 261,871 | ||
Cash settlement | $ 15,000 | ||
Periodic payment | $ 5,000 | ||
Debt installment start date | Sep. 01, 2023 | ||
Rothchild [Member] | |||
Long-Term Purchase Commitment [Line Items] | |||
Unpaid accrued settlement | 56,871 | ||
Strongbow Advisors [Member] | |||
Long-Term Purchase Commitment [Line Items] | |||
Unpaid accrued settlement | 205,000 | $ 220,000 | |
Credit Card [Member] | |||
Long-Term Purchase Commitment [Line Items] | |||
Accounts payable | 30,327 | ||
Inventories [Member] | |||
Long-Term Purchase Commitment [Line Items] | |||
Accounts payable | $ 106,025 |
Schedule of Notes and Loans Pay
Schedule of Notes and Loans Payable (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 | Aug. 31, 2021 | Apr. 01, 2021 | Jul. 27, 2020 |
Short-Term Debt [Line Items] | |||||
Total debt | $ 596,258 | $ 686,350 | |||
SBA Loan Payable [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total debt | 204,408 | 104,519 | $ 108,700 | $ 106,800 | |
Revolving Promissory Note Payable [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total debt | 250,000 | 250,000 | $ 250,000 | ||
Promissory Note Payable One [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total debt | 30,000 | ||||
Convertible Promissory Note Payable [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total debt | 150 | ||||
Advance Payable [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total debt | 50,000 | ||||
Promissory Note Payable Two [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total debt | 44,429 | ||||
Notes Payable Related Parties [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total debt | 87,402 | ||||
Equipment Finance [Member] | |||||
Short-Term Debt [Line Items] | |||||
Total debt | $ 111,850 |
Schedule of Aggregate Future Lo
Schedule of Aggregate Future Long Term SBA Loan Payments (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 | Apr. 01, 2021 | Jul. 27, 2020 |
Short-Term Debt [Line Items] | ||||
Total Loan Payments | $ 596,258 | $ 686,350 | ||
SBA Loan Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Within year 1 | 4,767 | |||
Within year 2 | 4,947 | |||
Within year 3 | 5,132 | |||
Within year 4 | 5,325 | |||
Thereafter | 184,237 | |||
Total Loan Payments | 204,408 | $ 104,519 | $ 108,700 | $ 106,800 |
Less: Current portion | (4,776) | |||
Non-Current portion | $ 199,632 |
Debts (Details Narrative)
Debts (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
May 12, 2023 | Jun. 03, 2022 | Apr. 01, 2022 | Jan. 28, 2022 | Aug. 31, 2021 | Apr. 01, 2021 | Jul. 27, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | |
Short-Term Debt [Line Items] | ||||||||||
Loan amount | $ 596,258 | $ 686,350 | ||||||||
Installment payment | $ 5,000 | |||||||||
Common Stock [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Issuance of common stock | 13,406,313 | |||||||||
Common Stock [Member] | Issa-EL Cheikh [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Issuance of common stock | 16,300,000 | |||||||||
Common Stock [Member] | Mario Portella [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Issuance of common stock | 2,750,000 | |||||||||
Common Stock [Member] | VCAMJIIRREV Trust [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Issuance of common stock | 5,820,106 | |||||||||
SBA Loan Payable [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Loan amount | $ 108,700 | $ 106,800 | $ 204,408 | $ 104,519 | ||||||
Interest rate | 3.75% | 3.75% | ||||||||
Installment payment | $ 530 | $ 521 | ||||||||
Revolving Promissory Note Payable [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Loan amount | $ 250,000 | $ 250,000 | $ 250,000 | |||||||
Interest rate | 5% | |||||||||
Installment payment | $ 200,000 | $ 50,000 | ||||||||
Maturity date | Jan. 01, 2024 | |||||||||
Promissory Note One [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Loan amount | $ 30,000 | |||||||||
Interest rate | 10% | |||||||||
Payment of promissory note | $ 30,480 | |||||||||
Opening Debt Obligations [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Settlement by cash | $ 85,000 |