UNOV Innovator US Equity Ultra Buffer ETF November

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended December 31, 2024

 

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

 

Commission file number: 000-55000

 

 

EARTH SCIENCE TECH, INC.

(Exact name of registrant as specified in its charter)

 

Florida		45-4267181
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

8950 SW 74^th CT

Suite 1401

Miami, FL 33156

(Address of principal executive offices) (zip code)

 

(305) 724-5684

(Registrant’s telephone number, including area code)

 

8950 SW 74^th CT

Suite 101

Miami, FL 33156, USA

(Former name, former address and former fiscal year, if changed since last report)

 

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

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock $0.001 par value		ETST		Over the Counter Bulletin Board

 

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

 

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

 

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

 

	Large, accelerated filer	☐		Accelerated filer	☐
	Non-accelerated filer	☒		Smaller reporting company	☒
	Emerging growth company	☐

 

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

 

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

 

As of February 01, 2025, there were 302,664,571 Common and 1,000,000 Preferred shares of the registrant’s stock outstanding.

 

 

 

TABLE OF CONTENTS

 

		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements (Unaudited)	F-1
	Consolidated Balance Sheets	F-1
	Consolidated Statements of Operations	F-2
	Consolidated Statements of Changes in Shareholders’ Equity	F-3
	Consolidated Statements of Cash Flows	F-5
	Notes to Consolidated Financial Statements	F-6- F-18
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	8
ITEM 4.	Controls and Procedures	8
PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	9
ITEM 1A.	Risk Factors	9
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
ITEM 3.	Defaults Upon Senior Securities	9
ITEM 4.	Mine Safety Disclosures	9
ITEM 5.	Other Information	9
ITEM 6.	Exhibits	10
SIGNATURES		11

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

EARTH SCIENCE TECH, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

		As of December 31, 2024				As of March 31, 2024
ASSETS
Current Assets:
Cash		$	522,239			$	697,721
Accounts Receivable			164,221				235,423
Equity Investments at fair value			1,100,773				-
Inventory			137,557				315,738
Deposits			32,608				9,352
Prepaid			47,967				-
Total current assets			2,005,365				1,258,234
Non-Current Assets:
Property and Equipment, net			1,123,243				135,352
Right of use asset, net			189,871				156,517
Goodwill			2,302,792				2,302,792
Intangible Assets, net			86,743				28,441
Total Assets		$	5,708,014			$	3,881,336
LIABILITIES AND EQUITY
Accounts payable		$	46,292			$	530,724
Accrued expenses and other payable			1,394,754				854,719
Current portion of operating lease obligations			118,227				70,487
Current portion of loans and obligations			755,319				30,592
Total Current Liabilities			2,314,592				1,486,522
Long-Term Liabilities:
Lease liability less current maturities			70,190				84,950
Equipment loans and obligations non-current			42,785				60,559
Total Liabilities			2,427,567				1,632,031
Commitment and Contingencies ( Note 12)			-				-
Stockholders’ Equity:
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized; 1,000,000 and 1,000,000 shares issued and outstanding as of December 31, 2024, and March 31, 2024, respectively			1,000				1,000
Common stock, par value $0.001 per share, 350,000,000 shares authorized; 302,664,571 and 309,981,819 shares issued and outstanding as of December 31, 2024, and March 31, 2024, respectively			302,665				309,982
Additional paid-in capital			30,550,825				31,593,399
Accumulated deficit			(27,574,043	)			(29,655,076	)
Total stockholders’ Equity			3,280,447				2,249,305
Total Liabilities and Equity		$	5,708,014			$	3,881,336

 

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

 

 

EARTH SCIENCE TECH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THREE AND NINE MONTHS ENDED DECEMBER 31, 2024, AND 2023.

(UNAUDITED)

 

		For the Three Months Ended December 31,								For the Nine Months Ended December 31,
		2024				2023				2024				2023
						(As restated)								(As restated)
Revenue		$	7,352,635			$	3,790,112			$	24,440,600			$	5,937,766
Cost of goods sold			2,265,762				1,413,414				6,676,612				2,230,805
Gross Profit			5,086,873				2,376,698				17,763,988				3,706,961
Expenses:
Salaries expenses			3,297,826				570,798				10,372,308				829,103
General and administrative expense			809,850				1,496,708				3,455,474				2,012,669
Marketing			346,109				3,062				511,455				19,586
Bank charges			210,549				-				770,849				-
Insurance expense			79,569				-				160,395				-
Legal and professional fees			61,540				27,135				243,245				97,181
Depreciation and amortization			44,778				47,964				108,201				112,058
Utilities			10,426				-				21,257				-
Total Expenses			4,860,647				2,145,667				15,643,184				3,070,597
Other Income/Expenses
Net realized gain on sale of investments			174,613				-				174,613				-
Dividend income			9,123				-				9,123				-
Unrealized loss of fair value changes of investments			(197,277	)			-				(197,277	)			-
Other Income			16				8,250				13,216				7,798
Interest expense			(6,290	)		$	(13,838	)			(11,097	)		$	(61,347	)
Net Income before taxes			206,411				225,443				2,109,382				582,815
Income Taxes			-				-				28,349				-
Net Income		$	206,411			$	225,443			$	2,081,033			$	582,815
Profit/(Loss) per common share-Basic and Diluted		$	0.001			$	0.0007			$	0.007			$	0.002
Weighted average number of common shares outstanding basic and diluted			302,885,823				315,181,821				306,278,469				315,181,821

 

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

 

 

EARTH SCIENCE TECH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

 

For the nine months ended December 31, 2024

 

		Common Stock								Preferred Stock								Additional Paid-in				Accumulated
Description		Shares				Amount				Shares				Amount				Capital				Deficit				Total
Balance at March 31, 2024			309,981,819			$	309,982				1,000,000			$	1,000			$	31,593,399			$	(29,655,076	)		$	2,249,305
Common stock buyback			(7,317,248	)			(7,317	)			-				-				(1,042,574	)			-			$	(1,049,891	)
Net Income																							2,081,033			$	2,081,033
Balance at December 31, 2024			302,664,571			$	302,665				1,000,000			$	1,000			$	30,550,825			$	(27,574,043	)		$	3,280,447

 

For the three months ended December 31, 2024

 

		Common Stock								Preferred Stock								Additional Paid-in				Accumulated
Description		Shares				Amount				Shares				Amount				Capital				Deficit				Total
Balance at September 30, 2024			303,635,923			$	303,636				1,000,000			$	1,000			$	30,676,950			$	(27,780,454	)		$	3,201,132
Common stock buyback			(971,352	)			(971	)			-				-				(126,125	)			-			$	(127,096	)
Net Income																							206,411			$	206,411
Balance at December 31, 2024			302,664,571			$	302,665				1,000,000			$	1,000			$	30,550,825			$	(27,574,043	)		$	3,280,447

 

 

For the nine months ended December 31, 2023

 

		Common Stock								Preferred Stock								Additional Paid-in				Accumulated
		Shares				Amount				Shares				Amount				Capital				Deficit				Total
Balance at March 31, 2023 (As restated)			282,611,083			$	282,612				1,000,000			$	1,000			$	31,303,138			$	(30,467,214	)		$	1,119,536
Common stock issued for cash			18,533,334				18,534				-				-				91,467								110,001
Common stock issued for services			300,000				300				-				-				-				-				300
Common stock issued for conversion of note payable			13,406,313				13,406				-				-				371,594				-				385,000
Net Profit/(Loss)			-				-				-				-				-				582,815				582,815
Balance at December 31, 2023 (As restated) Note 3			314,850,730			$	314,852				1,000,000			$	1,000			$	31,766,199			$	(29,884,399	)		$	2,197,652

 

For the three months ended December 31, 2023

 

		Common Stock								Preferred Stock								Additional Paid-in				Accumulated
Description		Shares				Amount				Shares				Amount				Capital				Deficit				Total
Balance at September 30, 2023 (As restated) Note 3			314,550,730			$	314,552				1,000,000			$	1,000			$	31,766,199			$	(30,109,842	)		$	1,971,909
Balance			314,550,730				314,552				1,000,000				1,000				31,766,199				(30,109,842	)		$	1,971,909
Common stock issued for services			300,000				300				-				-				-				-				300
Net Income (Loss)			-				-				-				-				-				225,443			$	225,443
Balance at December 31, 2023 (As restated) Note 3			314,850,730			$	314,852				1,000,000			$	1,000			$	31,766,199			$	(29,884,399	)		$	2,197,652
Balance			314,850,730			$	314,852				1,000,000			$	1,000			$	31,766,199			$	(29,884,399	)		$	2,197,652

 

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

 

 

EARTH SCIENCE TECH, INC. AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

FOR NINE MONTHS ENDED DECEMBER 31, 2024, AND 2023.

(UNAUDITED)

 

		2024				2023 (As restated)
Cash flows from operating activities:
Net Income		$	2,081,033			$	582,815
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			108,201				112,058
Stock based compensation			-				300
Unrealized loss on investments			197,277				-
Realized gain on sale of investments			(174,613	)			-
Changes in operating assets and liabilities:
Accounts receivable			71,202				(112,826	)
Deposits			(23,256	)			-
Prepaid expenses and other current assets			(47,967	)			-
Inventory			178,181				(385,223	)
Other current liabilities			-				35,000
Lease liability, net			(67,314	)			(51,141	)
Accrued settlement			-				(310,947	)
Accounts payable and accrued expenses			55,603				437,244
Net cash provided by operating activities			2,378,347				307,280
Cash flows from investing activities:
Purchases of property and equipment and intangibles			(457,030	)			-
Purchase of investments			(2,912,641	)			-
Sale of investments			1,976,028				-
Cash used for asset acquisitions loan unpaid balance			(417,248	)			-
Net cash used in investing activities			(1,810,891	)			-
Cash flows from financing activities:
Proceeds from issuance of common stock			-				110,001
Payments on loans and obligations			(17,771	)			(247,319	)
Proceeds from loan payable			324,724				-
Repurchase of common stock			(1,049,891	)			-
Net Cash provided by (used) in financing activities			(742,938	)			(137,318	)
Net increase (decrease) in cash and cash equivalents			(175,482	)			169,962
Cash and cash equivalents at beginning of the period			697,721				35,756
Cash and cash equivalents at end of the period		$	522,239			$	205,718
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest		$	11,097				-
Cash paid for income taxes		$	28,349				-
Non-Cash Transactions
Initial recognition of right of use asset		$	100,294			$	-
Common stock issued on conversion of notes payable		$	-			$	385,000
Short term loan for asset acquisition		$	400,000			$	-

 

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

 

 

EARTH SCIENCE TECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

(UNAUDITED)

 

Note 1 — Organization and Nature of Operations

 

Earth Science Tech, Inc. (“ETST” or the “Company”) was incorporated under the laws of the State of Nevada on April 23, 2010. The Company subsequently changed its domicile to the State of Florida on June 27, 2022. As of October 1, 2024, The Company operates as a strategic holding company, focused on value creation through the acquisition, operational optimization, and management of its operating businesses. The company executes this strategy via its wholly-owned subsidiaries: RxCompoundStore.com, LLC. (RxCompound”), MisterMeds, LLC. (“MisterMeds”), Peaks Curative, LLC. (“Peaks”), Avenvi, LLC. (“Avenvi”), and Earth Science Foundation, Inc. (“EST”).

 

RxCompound, based in Miami, Florida, is a fully licensed compounding pharmacy, currently authorized to fulfill prescriptions in Delaware, Florida, Pennsylvania, New York, Arizona, New Jersey, Wisconsin, Minnesota, Rhode Island, Utah, Georgia, Nevada, Massachusetts, Missouri, Iowa, Maryland, Ohio, Colorado, North Carolina, Maine, Indiana, Illinois, and Puerto Rico. The company compounds both sterile and non-sterile medications. The company is actively pursuing licensure in the remaining states where it is not yet approved to ship prescriptions.

 

Mister Meds, acquired on October 1, 2024 from a related party, and located in Abilene, Texas, is in the process of obtaining full licensure as a compounding pharmacy. The company is projected to begin operations in the first quarter of 2025. The pharmacy will feature a state-of-the-art sterile room, equipped with both positive and negative pressure capabilities, as well as hazardous compounding facilities. It will operate from a 5,000 sq. ft. facility owned by Avenvi LLC, a related party. Additionally, Mister Meds plans to apply for state licenses in markets where RxCompoundStore.com is not yet licensed.

 

Peaks is a telemedicine referral platform that facilitates asynchronous consultations for Peaks-branded compounded medications prepared at RxCompoundStore.Com and Mister Meds. The platform is currently operational in states where RxCompoundStore.com and Mister Meds are licensed. Through the development of its own network of healthcare providers via MyOnlineConsultation.com, as well as the continued expansion of state licensure for RxCompoundStore.com and Mister Meds, Peaks plans to extend its services to all 50 states. The company also recently expanded into the Animal market with the acquisition of Zoolzy.Com.

 

Avenvi acquired from a related party, a diversified company with expertise across various segments of the real estate industry. The company has developed a robust portfolio of real estate assets, primed for development, and provides financing solutions to purchasers of properties developed by Avenvi. This strategic positioning allows Avenvi to engage in the real estate market at every stage, from identifying development opportunities to facilitating end-user property acquisitions. In addition, Avenvi manages investments for ETST and oversees the ongoing $5 million share repurchase program.

 

F-6

 

EST. is a 501(c)(3) non-profit organization and a favored entity of ETST. Incorporated on February 11, 2019, the Foundation is established to receive grants and donations to support individuals in need of financial assistance for prescription costs at both RxCompoundStore.com and Mister Meds.

 

These financial statements should be read in conjunction with audited consolidated financial statements and notes.

 

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”).

 

These financial statements must be read in conjunction with audited consolidated financial statements and notes thereto which are included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2024 for a broader discussion of the Company’s business and risks inherent in such business. In the opinion of management, all adjustments considered for a fair presentation, consisting solely of normal and recurring adjustments have been made. The results of operations for the three and nine months ended December 31, 2024 are not necessarily indicative of results to be expected for any other interim period or the fiscal year ending March 31, 2025.

 

Principles of consolidation

 

The accompanying consolidated financial statements include all the accounts of the Company and its wholly owned subsidiaries RxCompoundstore.com LLC, Peaks Curative, LLC ,ESF, Avenvi LLC, and Mister Meds, LLC. All intercompany transactions have been eliminated during consolidation.

 

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, accrued liabilities, liabilities for legal matters, the determination of useful lives of depreciable and 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 tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the 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 value exceeds the fair value. As of December 31, 2024, and March 31, 2024, no such impairment was needed.

 

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 December 31, 2024, and March 31,2024, the Company held a cash balance of $522,239 and $697,721, respectively, the organization’s balances exceeded federally insured limits by $102,218 as of December 31, 2024, and $266,090 as of March 31, 2024.

 

Accounts Receivable.

 

The Company follows ASC-326- CECL, Financial Instruments-Credit Losses to account for current credit losses. The Company has analyzed its accounts receivable, based on historical and customer experience, economic trends, and future estimates. Accounts receivables are recorded for pharmaceuticals picked up or shipped as of December 31, 2024, and March 31, 2024. Accounts receivables are expected to be collected within twelve months in its entirety, therefore no reserve was necessary.

 

F-7

 Schedule of Accounts Receivable

		As of
		December 31, 2024				March 31, 2024
Accounts Receivable		$	164,221			$	235,423

 

Revenue recognition

 

The Company has implemented ASC 606, Revenue from Contracts with Customers for revenue recognition by incorporating the necessary changes in systems and 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 this point in time.

 

The Company recognizes revenue from product sales or services rendered when control of the promised goods is transferred to our 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 revenue when or as the Company satisfies a performance obligation.

 

Equity investments at fair value

 

The Company accounted for equity securities using the trading method under ASU 2016-01, Recognition and Measurement of Financial assets and Financial Liabilities, securities are reported at fair value, and valuation changes directly recorded in current period earnings, impacting net income.

 

 Schedule of Equity Investments

		As of December 31, 2024
Cost Basis		$	1,298,050
Unrealized gain/(loss)			(197,277	)
Equity securities - Fair value		$	1,100,773

 

Disaggregated Revenue

 

The Company 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.

 

F-8

 

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

 Schedule of Disaggregated Revenue 

		For the nine months ended December 31,
		2024				2023
Core:
Sale of Pharmaceutical products – RxCompound and Peaks		$	23,916,541			$	5,937,766
Total core revenue, net		$	23,916,541			$	5,937,766
Non-Core:
Shipping income			524,059				-
Total revenue, net		$	24,440,600			$	5,937,766

 

During the three and nine months ended December 31, 2024 the Company had a net realized gain on sales of investments of $174,613 and $9,123 in dividend income.

 

The Company currently has three large customers, each representing 16%, 11% and 9% of revenue for the nine months ended December 31, 2024.

 

Inventory

 

The Company has its inventories stated at a lower 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 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 on feedback from customers and the product development team. As of December 31, 2024, and March 31, 2024, the inventory reserves were not material. The Company has three main suppliers, that account for 24%, 13% and 7% of the company’s vendor purchases.

 

Cost of Goods Sold

 

Components of cost of goods sold include product costs, consumables, 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.

 

Related parties

 

The Company pays the employee compensation for Giorgio R. Saumat and Mario Tabraue to their respective, solely owned LLCs, Point96 Consulting, LLC and Tabraue Consulting, LLC.

 

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.

 

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.

 

F-9

 

Net income 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 diluted common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. for the three and nine months ended December 31, 2024 and 2023, the Company did not have any antidilutive equity instruments.

 

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.

 

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.

 

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 December 31, 2024, and March 31, 2024.

 

Fair Value

 

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

 

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

 

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 December 31, 2024, and March 31, 2024. 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.

 

F-10

 

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. During the three and nine months ended December 31, 2024, RxCompound added various equipment for its operations. Depreciation on equipment is charged using a straight-line method over the estimated useful life of 5 years.

 

Recently issued accounting pronouncements

 

We have considered the impact of the following pronouncements:

 

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 an “emerging growth company,” 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.

 

Intangible Assets

 

Intangible assets consist of Peaks telemedicine platform, and the Holding Company’s web domains. Intangible assets with finite lives are amortized over the estimated useful life of five years.

 

Note 3 – Restatement

 

As of December 31, 2023, the Company’s subsidiary RXCompound carried a goodwill in the amount of $138,312, and it was included in intangible assets, and amortized, such amortization is being reversed, and the below set forth tables reflect the effect in the Company’s Consolidated Balance Sheet, Consolidated Statement of Stockholders’ Equity, and Consolidated Statement of Operations.

 

F-11

 Schedule of Effect of Restatement

Adjustments to Consolidated Balance Sheet as of December 31, 2023

 

Consolidated Balance Sheet

 

		As of December 31, 2023
		December 31, 2023, before restatement				Restatement				December 31, 2023, after restatement
Total Assets		$	3,245,655			$	38,269			$	3,283,924
Total stockholders’ Equity			2,159,383				38,269				2,197,652

 

Adjustments to Consolidated Statement of Stockholders’ Equity for the six months ended December 31, 2023

 

Consolidated Statement of Stockholders’ Equity

 

		For the nine months ended December 31, 2023
		December 31, 2023, before restatement				Restatement				December 31, 2023, after restatement
Accumulated deficit		$	(29,922,668	)		$	38,269			$	(29,884,399	)
Stockholders’ Equity			2,159,383				38,269				2,197,652

 

Adjustments to Consolidated Statement of Operations for the nine months ended December 31, 2023

 

Consolidated Statement of Operations

 

		For the nine months ended December 31, 2023
		December 31, 2023, before restatement				Restatement				December 31, 2023, after restatement
Net Income		$	580,315			$	2,500			$	582,815

 

F-12

 

Note 4 - Inventory

 

The Company has its inventories stated at a lower 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 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 on feedback from customers and the product development team. As of December 31, 2024, and March 31, 2024, the inventory reserves were not material. The Company has three main suppliers, that account for 24%, 13% and 7% of the company’s vendor purchases.

 Schedule of Inventory 

		As of
		December 31, 2024				March 31, 2024
Raw materials		$	104,961				266,776
Finished goods			32,596				48,962
Inventory		$	137,557			$	315,738

 

Note 5 — Property and Equipment

 Schedule of Property and Equipment 

		As of
		December 31, 2024				March 31, 2024
Land		$	254,910			$	—
Building			329,647				—
Equipment – cost		$	614,996			$	176,602
Property and Equipment, cost		$	614,996			$	176,602
Less: Accumulated depreciation			(76,310	)			(41,250	)
Property and Equipment, Net		$	1,123,243			$	135,352

 

Depreciation expense for the nine months ended December 31, 2024, and December 31, 2023, was $35,090 and $28,743, respectively.

 

Note 6 — Leases

 

The Company signed a new 2 -year lease agreement, for additional office space located at 8950 SW 74^th CT, Miami FL 33156, suite 1401, The lease commencement date is September 15, 2024, with a base monthly rent of $4,781.2.

 

The Company treats a contract as a lease when the contract conveys the right to use a physically distinct asset for a period 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.

 

F-13

 

Supplemental balance sheet information related to leases were as follows:

 Schedule of Supplemental Balance Sheet Information Related To Leases 

		As of
		December 31, 2024				March 31, 2024
Assets
Right of use asset, net		$	189,871			$	156,517
Operating lease liabilities
Current			118,227				70,487
Non-current			70,190				84,950
Total Lease Liabilities		$	188,417			$	155,437

 

The components of lease cost were as follows:

 Schedule of Lease Cost 

		For nine months ended December 31,
		2024				2023
Depreciation		$	66,940			$	30,873
Interest on lease obligation			3,757				3,828
Total lease cost		$	70,697			$	34,701

 

Lease term and discount rate were as follows:

 Schedule Lease Term and Discount Rate 

		For the nine months ended September 30,
		2024				2023
Weighted average remaining lease term - Operating leases			1.75 years				2.75 years
Weighted average discount rate - Operating leases			3	%			3	%

 

F-14

 

Note 7 - Intangible Assets

 

Intangible assets, consisted of the following:

 Schedule of Intangible Assets  

		As of
		December 31, 2024				March 31, 2024
Telemedicine Property		$	17,806			$	17,806
Web Properties			7,433				—
Domain			41,386				19,323
Software			35,000				—
Gross Balance			35,000				—
Accumulated Amortization			(14,882	)			(8,688	)
Net Balance		$	86,743			$	28,441

 

Amortization expense for the nine months ended December 31, 2024, was $6,194 and $4,412 for the nine months ended December 31, 2023.

 

Note 8 - 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. Restated Financial Statements were issued for year ended March 31, 2023, 10- K Form, to correct Goodwill amortization during the period.

 Schedule of Goodwill

		As of
		December 31, 2024				March 31, 2024
RxCompound and Peaks		$	2,302,792			$	2,302,792
Total		$	2,302,792			$	2,302,792

 

The Company conducted an impairment test as of December 31, 2024, and March 31, 2024, and no indication of impairment was identified.

 

F-15

 

Note 9 - Accounts Payable and Accrued Expenses

 

Accounts payable and accrued expenses consisted of the following:

 Schedule of Accounts Payable and Accrued Expenses 

		As of
		December 31, 2024				March 31, 2024
Accounts Payable		$	46,292			$	530,724
Accrued Expenses and other payable (A)		$	1,394,754			$	854,719

 

(A)

Accrued Expenses and other payable

 

As of December 31, 2024, accrued expenses included approximately; officer compensation of $1,106,000, insurance payable $15,000, payroll liability $100,000, merchant fees of $55,000, and credit card balance of $99,000. As March 31, 2024, accrued expenses included approximately $650,000 and $68,000 in merchant fees.

 

Note 10 – Debt

 

Loans and Notes Payable consisted of the following

 Schedule of Notes and Loans Payable 

Name		Total				Current				Non-Current
As of December 31, 2024
Equipment Finance		$	73,377			$	30,592			$	42,785
Short term loan			724,727				724,727				-
As of March 31, 2024
Equipment Finance		$	91,151			$	30,592			$	60,559

 

The Company entered into an agreement on October 1^st, 2024, to acquire Avenvi, LLC, owned by Giorgio R. Saumat. The Company agreed to make a down payment, and four monthly installments of $200,000 with no interest, of which $400,000 were outstanding as of December 31, 2024. The total amount is due by February 2025, $100,000 is outstanding as of today.

 

The Company obtained a $324,724 short term loan from Charles Schwab, which allows the Company to purchase equity positions, with funds from sold positions that have not been cleared.

 

Note 11 - 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 officer’s compensation notes.

 

Officer compensation of approximately $7,700,000 was incurred during the nine months ended December 31, 2024, paid to Point 96 Consulting owned by Giorgio R. Saumat and Tabraue Consulting, owned by Mario Tabraue.

 

The Company purchased other entities from related parties. See Note 14.

 

F-16

 

Note 12 – Commitment and Contingencies

 

On December 30, 2024, the Company’s CEO and COO amended the Employment Agreement originally dated August 26, 2024. Under the amended terms, the CEO will receive a monthly salary of two hundred thousand dollars, and the COO will receive a monthly salary of one hundred fifty thousand dollars, effective January 1, 2025. In addition to their base salaries and in lieu of stock compensation (which the Company does not offer), both the CEO and COO will be eligible for quarterly performance bonuses. The CEO will receive a bonus equal to ten percent of the Company’s revenue for the preceding quarter, while the COO will receive a bonus equal to seven percent. These bonuses are contingent upon the Company’s assets increasing by at least five percent quarter-over-quarter.

 

The Company follows ASC 450, Contingencies, 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.

 

Legal Matters:

 

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.

 

Note 13 – Stockholders’ Equity

 

During the nine months ended December 31, 2024, and 2023, the Company did not issue any shares of restricted common stock.

 

During the nine months ended December 31, 2024, and 2023, the Company issued 0 and 18,533,334 shares respectively of common stock at fair value.

 

During the three months ended December 31, 2024, and 2023, the Company issued 0 and 300,000 shares respectively of common stock at par value for services.

 

During the nine months ended December 31, 2024, and 2023, the Company repurchased 7,317,248 shares and 0 shares of common stock at fair value of $1,049,891 and $0 respectively.

 

Note 14 – Acquisitions

 

Mister Meds was acquired for a total of $54,220 on October 1, 2024, and Avenvi, LLC acquired for $1,058,788, total consideration and assets acquired between the two entities was $1,113,008, which included a $400,000 short term loan. The Company followed the guidelines under ASC 805, Business Combinations, the transaction was accounted for as asset acquisition, no goodwill was recognized from the transactions, since the fair value of the assets was the purchase price for both entities.

 

Mister Meds is in the process of obtaining full licensure as a compounding pharmacy. The company is projected to begin operations in the first quarter of 2025. The pharmacy will feature a state-of-the-art sterile room, equipped with both positive and negative pressure capabilities, as well as hazardous compounding facilities. It will operate from a 5,000 sq. ft. facility owned by Avenvi LLC, a related party. Additionally, Mister Meds plans to apply for state licenses in markets where RxCompoundStore.com is not yet licensed.

 

Avenvi is a diversified company with expertise across various segments of the real estate industry. The company has developed a robust portfolio of real estate assets, primed for development, and provides financing solutions to purchasers of properties developed by Avenvi. This strategic positioning allows Avenvi to engage in the real estate market at every stage, from identifying development opportunities to facilitating end-user property acquisitions. In addition, Avenvi manages investments for ETST and oversees the ongoing $5 million share repurchase program.

 

Assets acquired from Avenvi LLC and Mister Meds.

Schedule of Assets Acquired Consideration Between the Two Entities

Cash		$	295,760
Investments			186,824
Property and equipment			600,951
Intangibles assets			29,473
Total assets acquired		$	1,113,008
Purchase price		$	1,113,008

 

F-17

 

Note 15 – Subsequent Events

 

On January 30, 2025, Company” entered into an acquisition agreement with Las Villas Healthcare, LLC. and Doconsultations.com, LLC., both Florida limited liability companies (together, the “Targets”). Under the terms of the agreement, the Company will acquire one hundred percent of the Targets for a total of four hundred thousand dollars. At the time of execution, the Company will make an upfront payment of fifty thousand dollars. The remaining balance of three hundred fifty thousand dollar will be paid at closing, which will occur after a ninety-day due diligence period.

 

On January 30, 2025, the Company, entered into an acquisition agreement with Magnefuse, LLC and Alicat, LLC, both Florida limited liability companies (together, the “Targets”). Under the terms of the agreement, the Company will acquire eighty percent of the Targets for a total of two hundred forty thousand five hundred dollars. At the time of execution, the Company will make an upfront payment of two hundred ten thousand five hundred dollars. The remaining balance of thirty thousand dollar will be paid at closing, which will occur after a ninety-day due diligence period. The Company will also have the option to purchase the remaining twenty percent ownership of the Targets for up to two years following the closing. The purchase price will be based on a valuation of two times the Targets’ revenue at the time of the transaction.

 

 

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

 

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

 

The following discussion should be read in conjunction with the company’s unaudited consolidated financial statements and related notes and other financial data included elsewhere in this report. See also the notes to the Company’s consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s Registration Statement filed on Form 10-12g and the Company’s Annual Report filed on Form 10-K for the fiscal year ended March 31, 2024, as well as the Company’s Quarterly report filed on Form 10-Q for the fiscal quarter ended December 31, 2024.

 

OVERVIEW

 

The Company operates as a strategic holding company, focused on value creation through the acquisition, operational optimization, and management of its operating businesses. The company executes this strategy via its wholly-owned subsidiaries: RxCompoundStore.com, LLC. (RxCompound”), MisterMeds, LLC. (“MisterMeds”), Peaks Curative, LLC. (“Peaks”), Avenvi, LLC. (“Avenvi”), and Earth Science Foundation, Inc. (“EST”).

 

RxCompound, based in Miami, Florida, is a fully licensed compounding pharmacy, currently authorized to fulfill prescriptions in Delaware, Florida, Pennsylvania, New York, Arizona, New Jersey, Wisconsin, Minnesota, Rhode Island, Utah, Georgia, Nevada, Massachusetts, Missouri, Iowa, Maryland, Ohio, Colorado, North Carolina, Maine, Indiana, Illinois, and Puerto Rico. The company compounds both sterile and non-sterile medications. The company is actively pursuing licensure in the remaining states where it is not yet approved to ship prescriptions.

 

 

Mister Meds, acquired on October 1, 2024, and located in Abilene, Texas, is in the process of obtaining full licensure as a compounding pharmacy. The company is projected to begin operations in the first quarter of 2025. The pharmacy will feature a state-of-the-art sterile room, equipped with both positive and negative pressure capabilities, as well as hazardous compounding facilities. It will operate from a 5,000 sq. ft. facility owned by Avenvi. Additionally, Mister Meds plans to apply for state licenses in markets where RxCompoundStore.com is not yet licensed.

 

Peaks is a telemedicine referral platform that facilitates asynchronous consultations for Peaks-branded compounded medications prepared at RxCompoundStore.Com and Mister Meds. The platform is currently operational in states where RxCompoundStore.com and Mister Meds are licensed. Through the development of its own network of healthcare providers via MyOnlineConsultation.com, as well as the continued expansion of state licensure for RxCompoundStore.com and Mister Meds, Peaks plans to extend its services to all 50 states. The company also recently expanded into the Animal market with the acquisition of Zoolzy.Com.

 

Avenvi is a diversified company with expertise across various segments of the real estate industry. The company has developed a robust portfolio of real estate assets, primed for development, and provides financing solutions to purchasers of properties developed by Avenvi. This strategic positioning allows Avenvi to engage in the real estate market at every stage, from identifying development opportunities to facilitating end-user property acquisitions. In addition, Avenvi manages investments for ETST and oversees the ongoing $5 million share repurchase program.

 

EST. is a 501(c)(3) non-profit organization and a favored entity of ETST. Incorporated on February 11, 2019, the Foundation is established to receive grants and donations to support individuals in need of financial assistance for prescription costs at both RxCompoundStore.com and Mister Meds.

 

Results of Operations

 

The following tables set forth summarized cost of revenue information for the three months ended December 31, 2024, and 2023:

 

		For the Three Months Ended December 31,								For the Nine Months Ended December 31,
		2024				2023				2024				2023
Revenue		$	7,352,635			$	3,790,112			$	24,440,600			$	5,937,766
Cost of Goods Sold			2,265,762				1,413,414				6,676,612				2,230,805
Gross Profit		$	5,086,873			$	2,376,698			$	17,763,988			$	3,706,961

 

We had product sales of $7,352,635 and a gross profit of $5,086,873 representing a gross margin of 69% in the three months ended December 31, 2024, compared with product sales of $3,790,112 and a gross profit of $3,706,961 representing a gross margin of 63% during the three months ended December 31, 2023. The revenue increase during the three months ended December 31, 2024, compared with the three months ended December 31, 2023, is primarily due to an increase marketing campaigns and addition of sales personnel.

 

 

Operating Expenses

 

		For the three months ended December 31,																For the nine months ended December 31,
		2024				2023				change				% change				2024				2023				change				% change
Labor Expense		$	3,297,826			$	570,798			$	2,727,028				83	%		$	10,372,308			$	829,103			$	9,543,205				92	%
General and Administrative Expenses			809,850				1,496,708				(686,858	)			85	%			3,455,474				2,012,669				1,442,805				42	%
Marketing			346,109				3,062				343,047				99	%			511,455				19,586				491,869				96	%
Bank charges			210,549				-				210,549				100	%			770,849				-				770,849				100	%
Insurance expense			79,569				-				79,569				100	%			160,395				-				160,395				100	%
Legal and professional fees			61,540				27,135				34,405				56	%			243,245				97,181				146,064				60	%
Depreciation and amortization			44,778				47,964				(3,186	)			-7	%			108,201				112,058				(3,857	)			-4	%
Utilities			10,426				-				10,426				100	%			21,257				-				21,257				100	%
Total Expenses			4,860,647				2,145,667				2,714,980				56	%			15,643,184				3,070,597				12,572,587				80	%
Other Income/Expenses
Net realized gain on sale of investments			174,613				-				174,613				100	%			174,613				-				174,613				100	%
Dividend Income			9,123				-				9,123				100	%			9,123				-				9,123				100	%
Unrealized loss of fair value changes in investments			(197,277	)			-				(197,277	)			100	%			(197,277	)			-				(197,277	)			100	%
Other Income			16				8,250				(8,234	)			-5185	%			13,216				7,798				5,418				41	%
Interest Expense			(6,290	)			(13,838	)			7,548				-120	%			(11,097	)			(61,347	)			50,250				-453	%
Net Income before taxes			206,411				225,443				(19,032	)			-9	%			2,109,382				582,815				1,526,567				72	%
Income Taxes			-				-				-				-	%			28,349				-				28,349				100	%
Net Income		$	206,411			$	225,443				(19,032	)			-9	%		$	2,081,033			$	582,815				1,498,218				72	%

 

 

For the three months ended December 31, 2024, Labor expense increased to $3,297,826, this is attributable to the rapid growth the Company has experienced, hence the necessity to hire new employees.

 

General and administrative expenses decreased from $1,496,708 for the three months ended December 31, 2023, to $809,850 for the three months ended December 31, 2024, this 85% decrease is mainly attributable to the outsourcing of area managers.

 

Marketing expenses totaled $346,109 for the three months ended December 31, 2024, and $3,062 for three months ended on December 31, 2023, this increase had been contemplated by management as part of the strategic plan to increase sales.

 

Bank charges for the three months ended December 31, 2024, totaled $210,549, this is directly related to credit card processing fees.

 

Legal and professional fees totaled $61,540 for the three months ended December 31, 2024, and $27,135 for the three months ended December 31, 2023.

 

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

 

Interest expense for the three months ended December 31, 2024, was $6,290 vs $13,838 in the three months ended December 31, 2023. This 120% reduction of interest expense is attributable to the Company paying off a large portion of its long-term debt.

 

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 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 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 Quarterly 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 and in making comparisons.

 

Cash Flow & Assets

 

		As of December 31, 2024				As of March 31, 2024
		(Unaudited)				Audited
ASSETS
Current Assets:		$	2,005,365			$	1,258,234
Total Assets			5,708,014				3,881,336
Total Current Liabilities			2,314,592				1,486,522

 

 

		For the nine months ended December 31,
		2024				2023
Net cash provided by operating activities		$	2,378,347			$	307,280
Net cash used in investing activities			(1,810,891	)			-
Net cash used/provided by financing activities			(742,938	)			(137,318	)
Net increase(decrease) in cash and cash equivalents			(175,482	)			169,962
Cash and cash equivalents at beginning of the period			697,721				35,756
Cash and cash equivalents at end of the period		$	522,239			$	205,718

 

The Company had $522,239 cash as of December 31, 2024, compared to $205,718 as of December 31, 2023.

 

Accounts receivable as of December 31, 2024, were $164,221, and 100% is expected to be collected within term.

 

The Company has made a $32,608 lease security deposit, which is fully refundable at the end of the lease period.

 

The Company has prepaid its liability insurance for the year totaling $47,967.

 

The Company’s subsidiaries have made additional capital expenditures as of December 31, 2024, and have a total net balance of $1,123,243 in property and equipment, versus $135,352 as of March 31, 2024.

 

As of December 31, 2024, the Company had $137,557 in inventory vs $315,738 as of March 31, 2024.

 

The Company had a balance of $46,292 in Accounts Payable as of December 31, 2024, compared to $530,724 as of March 31, 2024.

 

Accrued expenses totaled $1,394,754 as of December 31, 2024, and $854,719 as of March 31, 2024. Most accrued expenses as of December 31, 2024.

 

The Company financed a portion of Avenvi’s acquisition, and $400,000 was outstanding as of the end of December 31, 2024.

 

The Stockholders’ Equity as of December 31, 2024, was $3,280,447, compared to $2,249,305 of Stockholders Equity as of March 31, 2024. This improvement is primarily attributable to the results of operations.

 

Cash Flow from Operating Activities

 

Net cash provided by operating activities for the nine months ended December 31, 2024, was $2,378,347, compared to $307,280 provided by operating activities for the prior year period.

 

Cash Flow from Investing Activities

 

Net cash used in investing activities during the nine months ended December 31, 2024, was $1,810,891.

 

Cash Flows from Financing Activities

 

Net cash used in financing activities during the nine months ended December 31, 2024, was $742,938, of which $1,049,891 was repurchased of shares.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable 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 any design will succeed in achieving its stated goals under all potential future conditions.

 

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 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 Quarterly Report on Form 10-Q. 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 Quarterly Report, the Company’s disclosure controls and procedures were effective as of December 31, 2024.

 

Management’s 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 financial reporting. 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 regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 

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.

 

 

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of the Evaluation Date. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control-Integrated Framework (2013). The COSO framework is based upon five integrated components of control: control environment, risk assessment, control activities, information and communications and ongoing monitoring.

 

Based on an evaluation under the supervision of and with the participation of, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, Company management has concluded that the Company’s internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act was reasonably effective as of the Evaluation Date, and will continue to improve, 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.

 

Changes in Internal Control and Financial Reporting

 

During the quarter ended December 31, 2024, the company has continued to make process improvement changes in the internal control over financial reporting which are reasonably likely to significantly improve the internal control over financial reporting. The impact of these changes made is still under evaluation as of the quarter ended December 31, 2024.

 

PART II — OTHER INFORMATION

 

ITEM 1. 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.

 

ITEM 1A. RISK FACTORS

 

The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

During the three months ended December 31, 2024, the Company issued 0 shares of its common stock for $0, in transactions that 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.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4. MINE SAFETY DISCLOSURES

 

None

 

ITEM 5. OTHER INFORMATION

 

ISSUER REPURCHASES OF EQUITY SECURITIES

 

During the nine months ended December 31, 2024, the Company repurchased 7,317,248 shares of its common stock for $1,049,891 in private transactions through Stock Purchase Agreements with certain shareholders. On June 26, 2024, the Company repurchased 914,108 shares from an investor at $0.1734 per share in cash. On August 14, 2024, the Company repurchased 725,727 shares from an investor at $0.2346 per share. On July 10,2024, the Company repurchased 17,000 shares from an investor at $0.28 per share. On July 30 ,2024, the Company repurchased 70,000 shares from an investor at $0.13 per share. On August 2, 2024, the Company repurchased 1,500,000 shares from an investor at $0.13 per share. On August 26 ,2024, the Company repurchased 2,500,000 shares from an investor at $0.105 per share. On August 26, 2024, the Company repurchased 70,000 shares from an investor at $0.105 per share. On September 18, 2024, the Company repurchased 549,061 shares from an investor at $0.21 per share. On October 3, 2024, the Company repurchased 500,000 shares from an investor at $0.11 per share. On October 28, 2024, the Company repurchased 115,385 shares from an investor at $0.105 per share. On November 15, 2024, the Company repurchased 355,967 shares at $0.1685 per share.

 

 

During the three months ended December 31, 2024, the Company repurchased 971,352 shares of its common stock for $127,096, in private transactions through Stock Purchase Agreements with certain shareholders. On October 3, 2024, the Company repurchased 500,000 shares from an investor at $0.11 per share. On October 28 ,2024, the Company repurchased 115,385 shares from an investor at $0.105 per share. On November 15, 2024, the Company repurchased 355,967 shares from an investor at $0.1685 per share.

 

ITEM 6. EXHIBITS

 

31.1		Certifications of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2		Certifications of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1		Certifications of Chief Executive Officer pursuant to 18 U.S.C. SEC. 1350 (Section 906 of Sarbanes-Oxley Act of 2002) +
32.2		Certifications of Chief Financial Officer pursuant to 18 U.S.C. SEC. 1350 (Section 906 of Sarbanes-Oxley Act of 2002) +
101.INS		Inline XBRL Instance Document *
101.SCH		Inline XBRL Taxonomy Extension Schema Document *
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document *
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document *
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

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

 

	EARTH SCIENCE TECH, INC.
Dated: February 14, 2025	By:	/s/ Giorgio R. Saumat
		Giorgio R. Saumat
	Its:	CEO and Chairman of the Board
Dated: February 14, 2025	By:	/s/ Ernesto Flores
		Ernesto Flores,
	Its:	Chief Financial Officer

 

 

Exhibit 31.1

 

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14

 

I, Giorgio R. Saumat, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Earth Science Tech, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under the Company’s supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report the Company’s conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on the Company’s most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

	EARTH SCIENCE TECH, INC.
Dated: February 14, 2025	By:	/s/ Giorgio R. Saumat
		Giorgio R. Saumat
	Its:	CEO and Chairman of the Board

 

 

 

 

 

Exhibit 31.2

 

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14

 

I, Ernesto Flores, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Earth Science Tech, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under the Company’s supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report the company’s conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on the Company’s most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

	EARTH SCIENCE TECH, INC.
Dated: February 14, 2025	By:	/s/ Ernesto Flores
		Ernesto Flores,
	Its:	Chief Financial Officer

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Earth Science Tech, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ending December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Giorgio R. Saumat, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

	EARTH SCIENCE TECH, INC.
Dated: February 14, 2025	By:	/s/ Giorgio R. Saumat
		Giorgio R. Saumat
	Its:	CEO and Chairman of the Board

 

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Earth Science Tech, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ending December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ernesto Flores, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

	EARTH SCIENCE TECH, INC.
Dated: February 14, 2025	By:	Ernesto Flores
		Ernesto Flores
	Its:	Chief Financial Officer

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

v3.25.0.1

Cover - shares	9 Months Ended
	Dec. 31, 2024	Feb. 01, 2025
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2025
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	45-4267181
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	8950 SW 74th CT
Entity Address, Address Line Two	Suite 1401
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		302,664,571

v3.25.0.1

Consolidated Balance Sheets (Unaudited) - USD ($)		Dec. 31, 2024	Mar. 31, 2024
Current Assets:
Cash		$ 522,239	$ 697,721
Accounts Receivable		164,221	235,423
Equity Investments at fair value		1,100,773
Inventory		137,557	315,738
Deposits		32,608	9,352
Prepaid		47,967
Total current assets		2,005,365	1,258,234
Non-Current Assets:
Property and Equipment, net		1,123,243	135,352
Right of use asset, net		189,871	156,517
Goodwill		2,302,792	2,302,792
Intangible Assets, net		86,743	28,441
Total Assets		5,708,014	3,881,336
LIABILITIES AND EQUITY
Accounts payable		46,292	530,724
Accrued expenses and other payable	[1]	1,394,754	854,719
Current portion of operating lease obligations		118,227	70,487
Current portion of loans and obligations		755,319	30,592
Total Current Liabilities		2,314,592	1,486,522
Long-Term Liabilities:
Lease liability less current maturities		70,190	84,950
Equipment loans and obligations non-current		42,785	60,559
Total Liabilities		2,427,567	1,632,031
Commitment and Contingencies ( Note 12)
Stockholders’ Equity:
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized; 1,000,000 and 1,000,000 shares issued and outstanding as of December 31, 2024, and March 31, 2024, respectively		1,000	1,000
Common stock, par value $0.001 per share, 350,000,000 shares authorized; 302,664,571 and 309,981,819 shares issued and outstanding as of December 31, 2024, and March 31, 2024, respectively		302,665	309,982
Additional paid-in capital		30,550,825	31,593,399
Accumulated deficit		(27,574,043)	(29,655,076)
Total stockholders’ Equity		3,280,447	2,249,305
Total Liabilities and Equity		$ 5,708,014	$ 3,881,336
[1] Accrued Expenses and other payable

v3.25.0.1

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Dec. 31, 2024	Mar. 31, 2024
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	1,000,000
Preferred stock, shares outstanding	1,000,000	1,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	350,000,000	350,000,000
Common stock, shares issued	302,664,571	309,981,819
Common stock, shares outstanding	302,664,571	309,981,819

v3.25.0.1

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Income Statement [Abstract]
Revenue	$ 7,352,635	$ 3,790,112	$ 24,440,600	$ 5,937,766
Cost of goods sold	2,265,762	1,413,414	6,676,612	2,230,805
Gross Profit	5,086,873	2,376,698	17,763,988	3,706,961
Expenses:
Salaries expenses	3,297,826	570,798	10,372,308	829,103
General and administrative expense	809,850	1,496,708	3,455,474	2,012,669
Marketing	346,109	3,062	511,455	19,586
Bank charges	210,549		770,849
Insurance expense	79,569		160,395
Legal and professional fees	61,540	27,135	243,245	97,181
Depreciation and amortization	44,778	47,964	108,201	112,058
Utilities	10,426		21,257
Total Expenses	4,860,647	2,145,667	15,643,184	3,070,597
Other Income/Expenses
Net realized gain on sale of investments	174,613		174,613
Dividend income	9,123		9,123
Unrealized loss of fair value changes of investments	(197,277)		(197,277)
Other Income	16	8,250	13,216	7,798
Interest expense	(6,290)	(13,838)	(11,097)	(61,347)
Net Income before taxes	206,411	225,443	2,109,382	582,815
Income Taxes			28,349
Net Income	$ 206,411	$ 225,443	$ 2,081,033	$ 582,815
Profit/(Loss) per common share-Basic	$ 0.001	$ 0.0007	$ 0.007	$ 0.002
Profit/(Loss) per common share-Diluted	$ 0.001	$ 0.0007	$ 0.007	$ 0.002
Weighted average number of common shares outstanding basic	302,885,823	315,181,821	306,278,469	315,181,821
Weighted average number of common shares outstanding diluted	302,885,823	315,181,821	306,278,469	315,181,821

v3.25.0.1

Consolidated Statements of Stockholders' Equity (Unaudited) - 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	$ (30,467,214)	$ 1,119,536
Balance, shares at Mar. 31, 2023	282,611,083	1,000,000
Common stock buyback					$ 0
Common stock buyback, shares					0
Net Income (Loss)				582,815	$ 582,815
Common stock issued for cash	$ 18,534		91,467		110,001
Common stock issued for cash, shares	18,533,334
Common stock issued for services	$ 300				300
Common stock issued for services, shares	300,000
Common stock issued for conversion of note payable	$ 13,406		371,594		385,000
Common stock issued for conversion of note payable, shares	13,406,313
Balance at Dec. 31, 2023	$ 314,852	$ 1,000	31,766,199	(29,884,399)	2,197,652
Balance, shares at Dec. 31, 2023	314,850,730	1,000,000
Balance at Sep. 30, 2023	$ 314,552	$ 1,000	31,766,199	(30,109,842)	1,971,909
Balance, shares at Sep. 30, 2023	314,550,730	1,000,000
Net Income (Loss)				225,443	225,443
Common stock issued for services	$ 300				$ 300
Common stock issued for services, shares	300,000				300,000
Balance at Dec. 31, 2023	$ 314,852	$ 1,000	31,766,199	(29,884,399)	$ 2,197,652
Balance, shares at Dec. 31, 2023	314,850,730	1,000,000
Balance at Mar. 31, 2024	$ 309,982	$ 1,000	31,593,399	(29,655,076)	2,249,305
Balance, shares at Mar. 31, 2024	309,981,819	1,000,000
Common stock buyback	$ (7,317)		(1,042,574)		$ (1,049,891)
Common stock buyback, shares	(7,317,248)				7,317,248
Net Income (Loss)				2,081,033	$ 2,081,033
Balance at Dec. 31, 2024	$ 302,665	$ 1,000	30,550,825	(27,574,043)	3,280,447
Balance, shares at Dec. 31, 2024	302,664,571	1,000,000
Balance at Sep. 30, 2024	$ 303,636	$ 1,000	30,676,950	(27,780,454)	3,201,132
Balance, shares at Sep. 30, 2024	303,635,923	1,000,000
Common stock buyback	$ (971)		(126,125)		(127,096)
Common stock buyback, shares	(971,352)
Net Income (Loss)				206,411	$ 206,411
Common stock issued for services, shares					0
Balance at Dec. 31, 2024	$ 302,665	$ 1,000	$ 30,550,825	$ (27,574,043)	$ 3,280,447
Balance, shares at Dec. 31, 2024	302,664,571	1,000,000

v3.25.0.1

Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Cash flows from operating activities:
Net Income	$ 2,081,033	$ 582,815
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	108,201	112,058
Stock based compensation		300
Unrealized loss on investments	197,277
Realized gain on sale of investments	(174,613)
Changes in operating assets and liabilities:
Accounts receivable	71,202	(112,826)
Deposits	(23,256)
Prepaid expenses and other current assets	(47,967)
Inventory	178,181	(385,223)
Other current liabilities		35,000
Lease liability, net	(67,314)	(51,141)
Accrued settlement		(310,947)
Accounts payable and accrued expenses	55,603	437,244
Net cash provided by operating activities	2,378,347	307,280
Cash flows from investing activities:
Purchases of property and equipment and intangibles	(457,030)
Purchase of investments	(2,912,641)
Sale of investments	1,976,028
Cash used for asset acquisitions loan unpaid balance	(417,248)
Net cash used in investing activities	(1,810,891)
Cash flows from financing activities:
Proceeds from issuance of common stock		110,001
Payments on loans and obligations	(17,771)	(247,319)
Proceeds from loan payable	324,724
Repurchase of common stock	(1,049,891)
Net Cash provided by (used) in financing activities	(742,938)	(137,318)
Net increase (decrease) in cash and cash equivalents	(175,482)	169,962
Cash and cash equivalents at beginning of the period	697,721	35,756
Cash and cash equivalents at end of the period	522,239	205,718
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	11,097
Cash paid for income taxes	28,349
Non-Cash Transactions
Initial recognition of right of use asset	100,294
Common stock issued on conversion of notes payable		385,000
Short term loan for asset acquisition	$ 400,000

v3.25.0.1

Organization and Nature of Operations	9 Months Ended
	Dec. 31, 2024
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. The Company subsequently changed its domicile to the State of Florida on June 27, 2022. As of October 1, 2024, The Company operates as a strategic holding company, focused on value creation through the acquisition, operational optimization, and management of its operating businesses. The company executes this strategy via its wholly-owned subsidiaries: RxCompoundStore.com, LLC. (RxCompound”), MisterMeds, LLC. (“MisterMeds”), Peaks Curative, LLC. (“Peaks”), Avenvi, LLC. (“Avenvi”), and Earth Science Foundation, Inc. (“EST”).   RxCompound, based in Miami, Florida, is a fully licensed compounding pharmacy, currently authorized to fulfill prescriptions in Delaware, Florida, Pennsylvania, New York, Arizona, New Jersey, Wisconsin, Minnesota, Rhode Island, Utah, Georgia, Nevada, Massachusetts, Missouri, Iowa, Maryland, Ohio, Colorado, North Carolina, Maine, Indiana, Illinois, and Puerto Rico. The company compounds both sterile and non-sterile medications. The company is actively pursuing licensure in the remaining states where it is not yet approved to ship prescriptions.   Mister Meds, acquired on October 1, 2024 from a related party, and located in Abilene, Texas, is in the process of obtaining full licensure as a compounding pharmacy. The company is projected to begin operations in the first quarter of 2025. The pharmacy will feature a state-of-the-art sterile room, equipped with both positive and negative pressure capabilities, as well as hazardous compounding facilities. It will operate from a 5,000 sq. ft. facility owned by Avenvi LLC, a related party. Additionally, Mister Meds plans to apply for state licenses in markets where RxCompoundStore.com is not yet licensed.   Peaks is a telemedicine referral platform that facilitates asynchronous consultations for Peaks-branded compounded medications prepared at RxCompoundStore.Com and Mister Meds. The platform is currently operational in states where RxCompoundStore.com and Mister Meds are licensed. Through the development of its own network of healthcare providers via MyOnlineConsultation.com, as well as the continued expansion of state licensure for RxCompoundStore.com and Mister Meds, Peaks plans to extend its services to all 50 states. The company also recently expanded into the Animal market with the acquisition of Zoolzy.Com.   Avenvi acquired from a related party, a diversified company with expertise across various segments of the real estate industry. The company has developed a robust portfolio of real estate assets, primed for development, and provides financing solutions to purchasers of properties developed by Avenvi. This strategic positioning allows Avenvi to engage in the real estate market at every stage, from identifying development opportunities to facilitating end-user property acquisitions. In addition, Avenvi manages investments for ETST and oversees the ongoing $5 million share repurchase program.     EST. is a 501(c)(3) non-profit organization and a favored entity of ETST. Incorporated on February 11, 2019, the Foundation is established to receive grants and donations to support individuals in need of financial assistance for prescription costs at both RxCompoundStore.com and Mister Meds.   These financial statements should be read in conjunction with audited consolidated financial statements and notes.

v3.25.0.1

Summary of Significant Accounting Policies	9 Months Ended
	Dec. 31, 2024
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”).   These financial statements must be read in conjunction with audited consolidated financial statements and notes thereto which are included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2024 for a broader discussion of the Company’s business and risks inherent in such business. In the opinion of management, all adjustments considered for a fair presentation, consisting solely of normal and recurring adjustments have been made. The results of operations for the three and nine months ended December 31, 2024 are not necessarily indicative of results to be expected for any other interim period or the fiscal year ending March 31, 2025.   Principles of consolidation   The accompanying consolidated financial statements include all the accounts of the Company and its wholly owned subsidiaries RxCompoundstore.com LLC, Peaks Curative, LLC ,ESF, Avenvi LLC, and Mister Meds, LLC. All intercompany transactions have been eliminated during consolidation.   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, accrued liabilities, liabilities for legal matters, the determination of useful lives of depreciable and 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 tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the 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 value exceeds the fair value. As of December 31, 2024, and March 31, 2024, no such impairment was needed.   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 December 31, 2024, and March 31,2024, the Company held a cash balance of $522,239 and $697,721, respectively, the organization’s balances exceeded federally insured limits by $102,218 as of December 31, 2024, and $266,090 as of March 31, 2024.   Accounts Receivable.   The Company follows ASC-326- CECL, Financial Instruments-Credit Losses to account for current credit losses. The Company has analyzed its accounts receivable, based on historical and customer experience, economic trends, and future estimates. Accounts receivables are recorded for pharmaceuticals picked up or shipped as of December 31, 2024, and March 31, 2024. Accounts receivables are expected to be collected within twelve months in its entirety, therefore no reserve was necessary.    Schedule of Accounts Receivable                   As of       December 31, 2024     March 31, 2024   Accounts Receivable   $ 164,221     $ 235,423     Revenue recognition   The Company has implemented ASC 606, Revenue from Contracts with Customers for revenue recognition by incorporating the necessary changes in systems and 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 this point in time.   The Company recognizes revenue from product sales or services rendered when control of the promised goods is transferred to our 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 revenue when or as the Company satisfies a performance obligation.   Equity investments at fair value   The Company accounted for equity securities using the trading method under ASU 2016-01, Recognition and Measurement of Financial assets and Financial Liabilities, securities are reported at fair value, and valuation changes directly recorded in current period earnings, impacting net income.    Schedule of Equity Investments     As of December 31, 2024   Cost Basis   $ 1,298,050   Unrealized gain/(loss)   (197,277 ) Equity securities - Fair value   $ 1,100,773     Disaggregated Revenue   The Company 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 nine months ended December 31,       2024     2023   Core:                 Sale of Pharmaceutical products – RxCompound and Peaks   $ 23,916,541     $ 5,937,766   Total core revenue, net   $ 23,916,541     $ 5,937,766   Non-Core:                 Shipping income     524,059       -   Total revenue, net   $ 24,440,600     $ 5,937,766     During the three and nine months ended December 31, 2024 the Company had a net realized gain on sales of investments of $174,613 and $9,123 in dividend income.   The Company currently has three large customers, each representing 16%, 11% and 9% of revenue for the nine months ended December 31, 2024.   Inventory   The Company has its inventories stated at a lower 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 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 on feedback from customers and the product development team. As of December 31, 2024, and March 31, 2024, the inventory reserves were not material. The Company has three main suppliers, that account for 24%, 13% and 7% of the company’s vendor purchases.   Cost of Goods Sold   Components of cost of goods sold include product costs, consumables, 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.   Related parties   The Company pays the employee compensation for Giorgio R. Saumat and Mario Tabraue to their respective, solely owned LLCs, Point96 Consulting, LLC and Tabraue Consulting, LLC.   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.   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.     Net income 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 diluted common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. for the three and nine months ended December 31, 2024 and 2023, the Company did not have any antidilutive equity instruments.   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.   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.   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 December 31, 2024, and March 31, 2024.   Fair Value   FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:   Level 1 — Quoted market prices for identical assets or liabilities in active markets or observable inputs; and   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 December 31, 2024, and March 31, 2024. 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. During the three and nine months ended December 31, 2024, RxCompound added various equipment for its operations. Depreciation on equipment is charged using a straight-line method over the estimated useful life of 5 years.   Recently issued accounting pronouncements   We have considered the impact of the following pronouncements:   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 an “emerging growth company,” 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.   Intangible Assets   Intangible assets consist of Peaks telemedicine platform, and the Holding Company’s web domains. Intangible assets with finite lives are amortized over the estimated useful life of five years.

v3.25.0.1

Restatement	9 Months Ended
	Dec. 31, 2024
Accounting Changes and Error Corrections [Abstract]
Restatement	Note 3 – Restatement   As of December 31, 2023, the Company’s subsidiary RXCompound carried a goodwill in the amount of $138,312, and it was included in intangible assets, and amortized, such amortization is being reversed, and the below set forth tables reflect the effect in the Company’s Consolidated Balance Sheet, Consolidated Statement of Stockholders’ Equity, and Consolidated Statement of Operations.    Schedule of Effect of Restatement Adjustments to Consolidated Balance Sheet as of December 31, 2023   Consolidated Balance Sheet                           As of December 31, 2023       December 31, 2023, before restatement     Restatement     December 31, 2023, after restatement   Total Assets   $ 3,245,655     $ 38,269     $ 3,283,924   Total stockholders’ Equity     2,159,383       38,269       2,197,652     Adjustments to Consolidated Statement of Stockholders’ Equity for the six months ended December 31, 2023   Consolidated Statement of Stockholders’ Equity                           For the nine months ended December 31, 2023       December 31, 2023, before restatement     Restatement     December 31, 2023, after restatement   Accumulated deficit   $ (29,922,668 )   $ 38,269     $ (29,884,399 ) Stockholders’ Equity     2,159,383       38,269       2,197,652     Adjustments to Consolidated Statement of Operations for the nine months ended December 31, 2023   Consolidated Statement of Operations                           For the nine months ended December 31, 2023       December 31, 2023, before restatement     Restatement     December 31, 2023, after restatement   Net Income   $ 580,315     $ 2,500   $ 582,815

v3.25.0.1

Inventory	9 Months Ended
	Dec. 31, 2024
Inventory Disclosure [Abstract]
Inventory	Note 4 - Inventory   The Company has its inventories stated at a lower 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 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 on feedback from customers and the product development team. As of December 31, 2024, and March 31, 2024, the inventory reserves were not material. The Company has three main suppliers, that account for 24%, 13% and 7% of the company’s vendor purchases.  Schedule of Inventory                    As of       December 31, 2024     March 31, 2024   Raw materials   $ 104,961       266,776   Finished goods     32,596       48,962   Inventory   $ 137,557     $ 315,738

v3.25.0.1

Property and Equipment	9 Months Ended
	Dec. 31, 2024
Property, Plant and Equipment [Abstract]
Property and Equipment	Note 5 — Property and Equipment  Schedule of Property and Equipment                    As of       December 31, 2024     March 31, 2024   Land   $ 254,910     $ —   Building     329,647       —   Equipment – cost   $ 614,996     $ 176,602   Property and Equipment, cost   $ 614,996     $ 176,602   Less: Accumulated depreciation     (76,310 )     (41,250 ) Property and Equipment, Net   $ 1,123,243     $ 135,352     Depreciation expense for the nine months ended December 31, 2024, and December 31, 2023, was $35,090 and $28,743, respectively.

v3.25.0.1

Leases	9 Months Ended
	Dec. 31, 2024
Leases
Leases	Note 6 — Leases   The Company signed a new 2 -year lease agreement, for additional office space located at 8950 SW 74th CT, Miami FL 33156, suite 1401, The lease commencement date is September 15, 2024, with a base monthly rent of $4,781.2.   The Company treats a contract as a lease when the contract conveys the right to use a physically distinct asset for a period 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.     Supplemental balance sheet information related to leases were as follows:  Schedule of Supplemental Balance Sheet Information Related To Leases                    As of       December 31, 2024     March 31, 2024   Assets                 Right of use asset, net   $ 189,871     $ 156,517                     Operating lease liabilities                 Current     118,227       70,487   Non-current     70,190       84,950   Total Lease Liabilities   $ 188,417     $ 155,437     The components of lease cost were as follows:  Schedule of Lease Cost                    For nine months ended December 31,       2024     2023   Depreciation   $ 66,940     $ 30,873   Interest on lease obligation     3,757       3,828   Total lease cost   $ 70,697     $ 34,701     Lease term and discount rate were as follows:  Schedule Lease Term and Discount Rate      For the nine months ended September 30,       2024     2023   Weighted average remaining lease term - Operating leases     1.75 years       2.75 years                     Weighted average discount rate - Operating leases     3 %     3 %

v3.25.0.1

Intangible Assets	9 Months Ended
	Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Note 7 - Intangible Assets   Intangible assets, consisted of the following:  Schedule of Intangible Assets                     As of       December 31, 2024     March 31, 2024   Telemedicine Property   $ 17,806     $ 17,806   Web Properties     7,433       —   Domain     41,386       19,323   Software     35,000       —   Gross Balance     35,000       —   Accumulated Amortization     (14,882 )     (8,688 ) Net Balance   $ 86,743     $ 28,441     Amortization expense for the nine months ended December 31, 2024, was $6,194 and $4,412 for the nine months ended December 31, 2023.

v3.25.0.1

Goodwill	9 Months Ended
	Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	Note 8 - 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. Restated Financial Statements were issued for year ended March 31, 2023, 10- K Form, to correct Goodwill amortization during the period.  Schedule of Goodwill     As of       December 31, 2024     March 31, 2024   RxCompound and Peaks   $ 2,302,792     $ 2,302,792                     Total   $ 2,302,792     $ 2,302,792     The Company conducted an impairment test as of December 31, 2024, and March 31, 2024, and no indication of impairment was identified.

v3.25.0.1

Accounts Payable and Accrued Expenses	9 Months Ended
	Dec. 31, 2024
Payables and Accruals [Abstract]
Accounts Payable and Accrued Expenses	Note 9 - Accounts Payable and Accrued Expenses   Accounts payable and accrued expenses consisted of the following:  Schedule of Accounts Payable and Accrued Expenses                    As of       December 31, 2024     March 31, 2024   Accounts Payable   $ 46,292     $ 530,724   Accrued Expenses and other payable (A)   $ 1,394,754     $ 854,719     (A)   Accrued Expenses and other payable   As of December 31, 2024, accrued expenses included approximately; officer compensation of $1,106,000, insurance payable $15,000, payroll liability $100,000, merchant fees of $55,000, and credit card balance of $99,000. As March 31, 2024, accrued expenses included approximately $650,000 and $68,000 in merchant fees.

v3.25.0.1

Debt	9 Months Ended
	Dec. 31, 2024
Debt Disclosure [Abstract]
Debt	Note 10 – Debt   Loans and Notes Payable consisted of the following  Schedule of Notes and Loans Payable  Name   Total     Current     Non-Current   As of December 31, 2024                         Equipment Finance   $ 73,377     $ 30,592     $ 42,785   Short term loan     724,727       724,727       -   As of March 31, 2024                         Equipment Finance   $ 91,151     $ 30,592     $ 60,559     The Company entered into an agreement on October 1st, 2024, to acquire Avenvi, LLC, owned by Giorgio R. Saumat. The Company agreed to make a down payment, and four monthly installments of $200,000 with no interest, of which $400,000 were outstanding as of December 31, 2024. The total amount is due by February 2025, $100,000 is outstanding as of today.   The Company obtained a $324,724 short term loan from Charles Schwab, which allows the Company to purchase equity positions, with funds from sold positions that have not been cleared.

v3.25.0.1

Related Party Balances and Transactions	9 Months Ended
	Dec. 31, 2024
Related Party Transactions [Abstract]
Related Party Balances and Transactions	Note 11 - 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 officer’s compensation notes.   Officer compensation of approximately $7,700,000 was incurred during the nine months ended December 31, 2024, paid to Point 96 Consulting owned by Giorgio R. Saumat and Tabraue Consulting, owned by Mario Tabraue.   The Company purchased other entities from related parties. See Note 14.

v3.25.0.1

Commitment and Contingencies	9 Months Ended
	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitment and Contingencies	Note 12 – Commitment and Contingencies   On December 30, 2024, the Company’s CEO and COO amended the Employment Agreement originally dated August 26, 2024. Under the amended terms, the CEO will receive a monthly salary of two hundred thousand dollars, and the COO will receive a monthly salary of one hundred fifty thousand dollars, effective January 1, 2025. In addition to their base salaries and in lieu of stock compensation (which the Company does not offer), both the CEO and COO will be eligible for quarterly performance bonuses. The CEO will receive a bonus equal to ten percent of the Company’s revenue for the preceding quarter, while the COO will receive a bonus equal to seven percent. These bonuses are contingent upon the Company’s assets increasing by at least five percent quarter-over-quarter.   The Company follows ASC 450, Contingencies, 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.   Legal Matters:   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.

v3.25.0.1

Stockholders’ Equity	9 Months Ended
	Dec. 31, 2024
Equity [Abstract]
Stockholders’ Equity	Note 13 – Stockholders’ Equity   During the nine months ended December 31, 2024, and 2023, the Company did not issue any shares of restricted common stock.   During the nine months ended December 31, 2024, and 2023, the Company issued 0 and 18,533,334 shares respectively of common stock at fair value.   During the three months ended December 31, 2024, and 2023, the Company issued 0 and 300,000 shares respectively of common stock at par value for services.   During the nine months ended December 31, 2024, and 2023, the Company repurchased 7,317,248 shares and 0 shares of common stock at fair value of $1,049,891 and $0 respectively.

v3.25.0.1

Acquisitions	9 Months Ended
	Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Acquisitions	Note 14 – Acquisitions   Mister Meds was acquired for a total of $54,220 on October 1, 2024, and Avenvi, LLC acquired for $1,058,788, total consideration and assets acquired between the two entities was $1,113,008, which included a $400,000 short term loan. The Company followed the guidelines under ASC 805, Business Combinations, the transaction was accounted for as asset acquisition, no goodwill was recognized from the transactions, since the fair value of the assets was the purchase price for both entities.   Mister Meds is in the process of obtaining full licensure as a compounding pharmacy. The company is projected to begin operations in the first quarter of 2025. The pharmacy will feature a state-of-the-art sterile room, equipped with both positive and negative pressure capabilities, as well as hazardous compounding facilities. It will operate from a 5,000 sq. ft. facility owned by Avenvi LLC, a related party. Additionally, Mister Meds plans to apply for state licenses in markets where RxCompoundStore.com is not yet licensed.   Avenvi is a diversified company with expertise across various segments of the real estate industry. The company has developed a robust portfolio of real estate assets, primed for development, and provides financing solutions to purchasers of properties developed by Avenvi. This strategic positioning allows Avenvi to engage in the real estate market at every stage, from identifying development opportunities to facilitating end-user property acquisitions. In addition, Avenvi manages investments for ETST and oversees the ongoing $5 million share repurchase program.   Assets acquired from Avenvi LLC and Mister Meds. Schedule of Assets Acquired Consideration Between the Two Entities           Cash   $ 295,760   Investments     186,824   Property and equipment     600,951   Intangibles assets     29,473   Total assets acquired   $ 1,113,008   Purchase price   $ 1,113,008

v3.25.0.1

Subsequent Events	9 Months Ended
	Dec. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 15 – Subsequent Events   On January 30, 2025, Company” entered into an acquisition agreement with Las Villas Healthcare, LLC. and Doconsultations.com, LLC., both Florida limited liability companies (together, the “Targets”). Under the terms of the agreement, the Company will acquire one hundred percent of the Targets for a total of four hundred thousand dollars. At the time of execution, the Company will make an upfront payment of fifty thousand dollars. The remaining balance of three hundred fifty thousand dollar will be paid at closing, which will occur after a ninety-day due diligence period.   On January 30, 2025, the Company, entered into an acquisition agreement with Magnefuse, LLC and Alicat, LLC, both Florida limited liability companies (together, the “Targets”). Under the terms of the agreement, the Company will acquire eighty percent of the Targets for a total of two hundred forty thousand five hundred dollars. At the time of execution, the Company will make an upfront payment of two hundred ten thousand five hundred dollars. The remaining balance of thirty thousand dollar will be paid at closing, which will occur after a ninety-day due diligence period. The Company will also have the option to purchase the remaining twenty percent ownership of the Targets for up to two years following the closing. The purchase price will be based on a valuation of two times the Targets’ revenue at the time of the transaction.

v3.25.0.1

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Dec. 31, 2024
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”).   These financial statements must be read in conjunction with audited consolidated financial statements and notes thereto which are included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2024 for a broader discussion of the Company’s business and risks inherent in such business. In the opinion of management, all adjustments considered for a fair presentation, consisting solely of normal and recurring adjustments have been made. The results of operations for the three and nine months ended December 31, 2024 are not necessarily indicative of results to be expected for any other interim period or the fiscal year ending March 31, 2025.
Principles of consolidation	Principles of consolidation   The accompanying consolidated financial statements include all the accounts of the Company and its wholly owned subsidiaries RxCompoundstore.com LLC, Peaks Curative, LLC ,ESF, Avenvi LLC, and Mister Meds, LLC. All intercompany transactions have been eliminated during consolidation.
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, accrued liabilities, liabilities for legal matters, the determination of useful lives of depreciable and 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 tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the 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 value exceeds the fair value. As of December 31, 2024, and March 31, 2024, no such impairment was needed.
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 December 31, 2024, and March 31,2024, the Company held a cash balance of $522,239 and $697,721, respectively, the organization’s balances exceeded federally insured limits by $102,218 as of December 31, 2024, and $266,090 as of March 31, 2024.
Accounts Receivable	Accounts Receivable.   The Company follows ASC-326- CECL, Financial Instruments-Credit Losses to account for current credit losses. The Company has analyzed its accounts receivable, based on historical and customer experience, economic trends, and future estimates. Accounts receivables are recorded for pharmaceuticals picked up or shipped as of December 31, 2024, and March 31, 2024. Accounts receivables are expected to be collected within twelve months in its entirety, therefore no reserve was necessary.    Schedule of Accounts Receivable                   As of       December 31, 2024     March 31, 2024   Accounts Receivable   $ 164,221     $ 235,423
Revenue recognition	Revenue recognition   The Company has implemented ASC 606, Revenue from Contracts with Customers for revenue recognition by incorporating the necessary changes in systems and 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 this point in time.   The Company recognizes revenue from product sales or services rendered when control of the promised goods is transferred to our 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 revenue when or as the Company satisfies a performance obligation.
Equity investments at fair value	Equity investments at fair value   The Company accounted for equity securities using the trading method under ASU 2016-01, Recognition and Measurement of Financial assets and Financial Liabilities, securities are reported at fair value, and valuation changes directly recorded in current period earnings, impacting net income.    Schedule of Equity Investments     As of December 31, 2024   Cost Basis   $ 1,298,050   Unrealized gain/(loss)   (197,277 ) Equity securities - Fair value   $ 1,100,773
Disaggregated Revenue	Disaggregated Revenue   The Company 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 nine months ended December 31,       2024     2023   Core:                 Sale of Pharmaceutical products – RxCompound and Peaks   $ 23,916,541     $ 5,937,766   Total core revenue, net   $ 23,916,541     $ 5,937,766   Non-Core:                 Shipping income     524,059       -   Total revenue, net   $ 24,440,600     $ 5,937,766     During the three and nine months ended December 31, 2024 the Company had a net realized gain on sales of investments of $174,613 and $9,123 in dividend income.   The Company currently has three large customers, each representing 16%, 11% and 9% of revenue for the nine months ended December 31, 2024.
Inventory	Inventory   The Company has its inventories stated at a lower 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 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 on feedback from customers and the product development team. As of December 31, 2024, and March 31, 2024, the inventory reserves were not material. The Company has three main suppliers, that account for 24%, 13% and 7% of the company’s vendor purchases.
Cost of Goods Sold	Cost of Goods Sold   Components of cost of goods sold include product costs, consumables, 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.
Related parties	Related parties   The Company pays the employee compensation for Giorgio R. Saumat and Mario Tabraue to their respective, solely owned LLCs, Point96 Consulting, LLC and Tabraue Consulting, LLC.   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.
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.
Net income per common share	Net income 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 diluted common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. for the three and nine months ended December 31, 2024 and 2023, the Company did not have any antidilutive equity instruments.
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 to 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.
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 December 31, 2024, and March 31, 2024.
Fair Value	Fair Value   FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:   Level 1 — Quoted market prices for identical assets or liabilities in active markets or observable inputs; and   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 December 31, 2024, and March 31, 2024. 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. During the three and nine months ended December 31, 2024, RxCompound added various equipment for its operations. Depreciation on equipment is charged using a straight-line method over the estimated useful life of 5 years.
Recently issued accounting pronouncements	Recently issued accounting pronouncements   We have considered the impact of the following pronouncements:   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 an “emerging growth company,” 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.
Intangible Assets	Intangible Assets   Intangible assets consist of Peaks telemedicine platform, and the Holding Company’s web domains. Intangible assets with finite lives are amortized over the estimated useful life of five years.

v3.25.0.1

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Dec. 31, 2024
Accounting Policies [Abstract]
Schedule of Accounts Receivable	Schedule of Accounts Receivable                   As of       December 31, 2024     March 31, 2024   Accounts Receivable   $ 164,221     $ 235,423
Schedule of Equity Investments	Schedule of Equity Investments     As of December 31, 2024   Cost Basis   $ 1,298,050   Unrealized gain/(loss)   (197,277 ) Equity securities - Fair value   $ 1,100,773
Schedule of Disaggregated Revenue	The Company’s disaggregated revenue by category is as follows:  Schedule of Disaggregated Revenue                    For the nine months ended December 31,       2024     2023   Core:                 Sale of Pharmaceutical products – RxCompound and Peaks   $ 23,916,541     $ 5,937,766   Total core revenue, net   $ 23,916,541     $ 5,937,766   Non-Core:                 Shipping income     524,059       -   Total revenue, net   $ 24,440,600     $ 5,937,766

v3.25.0.1

Restatement (Tables)	9 Months Ended
	Dec. 31, 2024
Accounting Changes and Error Corrections [Abstract]
Schedule of Effect of Restatement	Schedule of Effect of Restatement Adjustments to Consolidated Balance Sheet as of December 31, 2023   Consolidated Balance Sheet                           As of December 31, 2023       December 31, 2023, before restatement     Restatement     December 31, 2023, after restatement   Total Assets   $ 3,245,655     $ 38,269     $ 3,283,924   Total stockholders’ Equity     2,159,383       38,269       2,197,652     Adjustments to Consolidated Statement of Stockholders’ Equity for the six months ended December 31, 2023   Consolidated Statement of Stockholders’ Equity                           For the nine months ended December 31, 2023       December 31, 2023, before restatement     Restatement     December 31, 2023, after restatement   Accumulated deficit   $ (29,922,668 )   $ 38,269     $ (29,884,399 ) Stockholders’ Equity     2,159,383       38,269       2,197,652     Adjustments to Consolidated Statement of Operations for the nine months ended December 31, 2023   Consolidated Statement of Operations                           For the nine months ended December 31, 2023       December 31, 2023, before restatement     Restatement     December 31, 2023, after restatement   Net Income   $ 580,315     $ 2,500   $ 582,815

v3.25.0.1

Inventory (Tables)	9 Months Ended
	Dec. 31, 2024
Inventory Disclosure [Abstract]
Schedule of Inventory	Schedule of Inventory                    As of       December 31, 2024     March 31, 2024   Raw materials   $ 104,961       266,776   Finished goods     32,596       48,962   Inventory   $ 137,557     $ 315,738

v3.25.0.1

Property and Equipment (Tables)	9 Months Ended
	Dec. 31, 2024
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Schedule of Property and Equipment                    As of       December 31, 2024     March 31, 2024   Land   $ 254,910     $ —   Building     329,647       —   Equipment – cost   $ 614,996     $ 176,602   Property and Equipment, cost   $ 614,996     $ 176,602   Less: Accumulated depreciation     (76,310 )     (41,250 ) Property and Equipment, Net   $ 1,123,243     $ 135,352

v3.25.0.1

Leases (Tables)	9 Months Ended
	Dec. 31, 2024
Leases
Schedule of Supplemental Balance Sheet Information Related To Leases	Supplemental balance sheet information related to leases were as follows:  Schedule of Supplemental Balance Sheet Information Related To Leases                    As of       December 31, 2024     March 31, 2024   Assets                 Right of use asset, net   $ 189,871     $ 156,517                     Operating lease liabilities                 Current     118,227       70,487   Non-current     70,190       84,950   Total Lease Liabilities   $ 188,417     $ 155,437
Schedule of Lease Cost	The components of lease cost were as follows:  Schedule of Lease Cost                    For nine months ended December 31,       2024     2023   Depreciation   $ 66,940     $ 30,873   Interest on lease obligation     3,757       3,828   Total lease cost   $ 70,697     $ 34,701
Schedule Lease Term and Discount Rate	Lease term and discount rate were as follows:  Schedule Lease Term and Discount Rate      For the nine months ended September 30,       2024     2023   Weighted average remaining lease term - Operating leases     1.75 years       2.75 years                     Weighted average discount rate - Operating leases     3 %     3 %

v3.25.0.1

Intangible Assets (Tables)	9 Months Ended
	Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets	Intangible assets, consisted of the following:  Schedule of Intangible Assets                     As of       December 31, 2024     March 31, 2024   Telemedicine Property   $ 17,806     $ 17,806   Web Properties     7,433       —   Domain     41,386       19,323   Software     35,000       —   Gross Balance     35,000       —   Accumulated Amortization     (14,882 )     (8,688 ) Net Balance   $ 86,743     $ 28,441

v3.25.0.1

Goodwill (Tables)	9 Months Ended
	Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill	Schedule of Goodwill     As of       December 31, 2024     March 31, 2024   RxCompound and Peaks   $ 2,302,792     $ 2,302,792                     Total   $ 2,302,792     $ 2,302,792

v3.25.0.1

Accounts Payable and Accrued Expenses (Tables)	9 Months Ended
	Dec. 31, 2024
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                    As of       December 31, 2024     March 31, 2024   Accounts Payable   $ 46,292     $ 530,724   Accrued Expenses and other payable (A)   $ 1,394,754     $ 854,719

v3.25.0.1

Debt (Tables)	9 Months Ended
	Dec. 31, 2024
Debt Disclosure [Abstract]
Schedule of Notes and Loans Payable	Loans and Notes Payable consisted of the following  Schedule of Notes and Loans Payable  Name   Total     Current     Non-Current   As of December 31, 2024                         Equipment Finance   $ 73,377     $ 30,592     $ 42,785   Short term loan     724,727       724,727       -   As of March 31, 2024                         Equipment Finance   $ 91,151     $ 30,592     $ 60,559

v3.25.0.1

Acquisitions (Tables)	9 Months Ended
	Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Schedule of Assets Acquired Consideration Between the Two Entities	Assets acquired from Avenvi LLC and Mister Meds. Schedule of Assets Acquired Consideration Between the Two Entities           Cash   $ 295,760   Investments     186,824   Property and equipment     600,951   Intangibles assets     29,473   Total assets acquired   $ 1,113,008   Purchase price   $ 1,113,008

v3.25.0.1

Organization and Nature of Operations (Details Narrative) $ in Millions	Dec. 31, 2024 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Share repurchase program, amount	$ 5

v3.25.0.1

Schedule of Accounts Receivable (Details) - USD ($)	Dec. 31, 2024	Mar. 31, 2024
Accounting Policies [Abstract]
Accounts Receivable	$ 164,221	$ 235,423

v3.25.0.1

Schedule of Equity Investments (Details) - USD ($)	9 Months Ended
	Dec. 31, 2024	Mar. 31, 2024
Accounting Policies [Abstract]
Cost Basis	$ 1,298,050
Unrealized gain/(loss)	(197,277)
Equity securities - Fair value	$ 1,100,773

v3.25.0.1

Schedule of Disaggregated Revenue (Details) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Product Information [Line Items]
Total core revenue, net	$ 7,352,635	$ 3,790,112	$ 24,440,600	$ 5,937,766
Total revenue, net	$ 174,613		174,613
Core [Member]
Product Information [Line Items]
Total core revenue, net			23,916,541	5,937,766
Noncore [Member]
Product Information [Line Items]
Total revenue, net			24,440,600	5,937,766
Sale of Pharmaceutical Products Rx Compound and Peaks [Member] | Core [Member]
Product Information [Line Items]
Total core revenue, net			$ 23,916,541	$ 5,937,766

v3.25.0.1

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023	Mar. 31, 2024
Product Information [Line Items]
Cash	$ 522,239		$ 522,239		$ 697,721
Cash uninsured amount	102,218		102,218		$ 266,090
Realized gain on investments	174,613		174,613
Dividend income	$ 9,123		$ 9,123
Property and equipment, estimated useful life	5 years		5 years
Intangible assets, estimated useful life	5 years		5 years
Customer One [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage			16.00%
Customer Two [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage			11.00%
Customer Three [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage			9.00%
Supplier One [Member] | Purchases [Member] | Supplier Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage			24.00%
Supplier Two [Member] | Purchases [Member] | Supplier Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage			13.00%
Supplier Three [Member] | Purchases [Member] | Supplier Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage			7.00%

v3.25.0.1

Schedule of Effect of Restatement (Details) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Mar. 31, 2023
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Total Assets	$ 5,708,014	$ 3,283,924	$ 5,708,014	$ 3,283,924		$ 3,881,336
Stockholders’ Equity	3,280,447	2,197,652	3,280,447	2,197,652	$ 3,201,132	2,249,305	$ 1,971,909	$ 1,119,536
Accumulated deficit	(27,574,043)	(29,884,399)	(27,574,043)	(29,884,399)		$ (29,655,076)
Net Income	$ 206,411	225,443	$ 2,081,033	582,815
Previously Reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Total Assets		3,245,655		3,245,655
Stockholders’ Equity		2,159,383		2,159,383
Accumulated deficit		(29,922,668)		(29,922,668)
Net Income				580,315
Revision of Prior Period, Reclassification, Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Total Assets		38,269		38,269
Stockholders’ Equity		38,269		38,269
Accumulated deficit		$ 38,269		38,269
Net Income				$ 2,500

v3.25.0.1

Restatement (Details Narrative) - USD ($)	Dec. 31, 2024	Mar. 31, 2024	Dec. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Goodwill	$ 2,302,792	$ 2,302,792
RxCompoundStore.com, LLC [Member]
Defined Benefit Plan Disclosure [Line Items]
Goodwill			$ 138,312

v3.25.0.1

Schedule of Inventory (Details) - USD ($)	Dec. 31, 2024	Mar. 31, 2024
Inventory Disclosure [Abstract]
Raw materials	$ 104,961	$ 266,776
Finished goods	32,596	48,962
Inventory	$ 137,557	$ 315,738

v3.25.0.1

Inventory (Details Narrative) - Purchases [Member] - Supplier Concentration Risk [Member]	9 Months Ended
	Dec. 31, 2024
Supplier One [Member]
Product Information [Line Items]
Concentration risk percentage	24.00%
Supplier Two [Member]
Product Information [Line Items]
Concentration risk percentage	13.00%
Supplier Three [Member]
Product Information [Line Items]
Concentration risk percentage	7.00%

v3.25.0.1

Schedule of Property and Equipment (Details) - USD ($)	Dec. 31, 2024	Mar. 31, 2024
Property, Plant and Equipment [Line Items]
Less: Accumulated depreciation	$ (76,310)	$ (41,250)
Property and Equipment, Net	1,123,243	135,352
Land [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, cost	254,910
Building [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, cost	329,647
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, cost	$ 614,996	$ 176,602

v3.25.0.1

Property and Equipment (Details Narrative) - USD ($)	9 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 35,090	$ 28,743

v3.25.0.1

Schedule of Supplemental Balance Sheet Information Related To Leases (Details) - USD ($)	Dec. 31, 2024	Mar. 31, 2024
Leases
Right of use asset, net	$ 189,871	$ 156,517
Operating lease liabilities
Current	118,227	70,487
Non-current	70,190	84,950
Total Lease Liabilities	$ 188,417	$ 155,437

v3.25.0.1

Schedule of Lease Cost (Details) - USD ($)	9 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Leases
Depreciation	$ 66,940	$ 30,873
Interest on lease obligation	3,757	3,828
Total lease cost	$ 70,697	$ 34,701

v3.25.0.1

Schedule Lease Term and Discount Rate (Details)	Dec. 31, 2024	Dec. 31, 2023
Leases
Weighted average remaining lease term - Operating leases	1 year 9 months	2 years 9 months
Weighted average discount rate - Operating leases	3.00%	3.00%

v3.25.0.1

Leases (Details Narrative)	Sep. 15, 2024 USD ($)
Leases
Lease term	2 years
Base monthly rent	$ 4,781.2

v3.25.0.1

Schedule of Intangible Assets (Details) - USD ($)	Dec. 31, 2024	Mar. 31, 2024
Finite-Lived Intangible Assets [Line Items]
Accumulated Amortization	$ (14,882)	$ (8,688)
Net Balance	86,743	28,441
Telemedicine Property [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Balance	17,806	17,806
Web Properties [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Balance	7,433
Domain [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Balance	41,386	19,323
Software [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Balance	$ 35,000

v3.25.0.1

Intangible Assets (Details Narrative) - USD ($)	9 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 6,194	$ 4,412

v3.25.0.1

Schedule of Goodwill (Details) - USD ($)	Dec. 31, 2024	Mar. 31, 2024
Goodwill	$ 2,302,792	$ 2,302,792
Rx Compound Storecom LLC and Peaks Curative LLC [Member]
Goodwill	$ 2,302,792	$ 2,302,792

v3.25.0.1

Goodwill (Details Narrative)	Nov. 08, 2022
Rx Compound Storecom LLC and Peaks Curative LLC [Member]
Restructuring Cost and Reserve [Line Items]
Acquired percentage	100.00%

v3.25.0.1

Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($)		Dec. 31, 2024	Mar. 31, 2024
Payables and Accruals [Abstract]
Accounts Payable		$ 46,292	$ 530,724
Accrued Expenses and other payable	[1]	$ 1,394,754	$ 854,719
[1] Accrued Expenses and other payable

v3.25.0.1

Accounts Payable and Accrued Expenses (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2024	Mar. 31, 2024
Payables and Accruals [Abstract]
Officer compensation	$ 1,106,000
Insurance payable	15,000
Payroll liability	100,000
Merchant fees	55,000	$ 68,000
Credit card balance	$ 99,000
Accrued liabilities		$ 650,000

v3.25.0.1

Schedule of Notes and Loans Payable (Details) - USD ($)	Dec. 31, 2024	Mar. 31, 2024
Debt Disclosure [Abstract]
Equipment Finance, Total	$ 73,377	$ 91,151
Equipment Finance, Current	30,592	30,592
Equipment Finance, Non- current	42,785	$ 60,559
Short term loan, Total	724,727
Short term loan, Current	724,727
Short term loan, Non- current

v3.25.0.1

Debt (Details Narrative) - USD ($)	Oct. 01, 2024	Dec. 31, 2024
Short-Term Debt [Line Items]
Short term loan		$ 724,727
Charles Schwab [Member]
Short-Term Debt [Line Items]
Short term loan		324,724
Due By Two Thousand Twenty Five [Member]
Short-Term Debt [Line Items]
Short term loan		100,000
Avenvi LLC [Member]
Short-Term Debt [Line Items]
Number of installments	four monthly installments
Debt instrument, periodic payment	$ 200,000
Short term loan		$ 400,000

v3.25.0.1

Related Party Balances and Transactions (Details Narrative)	9 Months Ended
	Dec. 31, 2024 USD ($)
Related Party Transactions [Abstract]
Officers compensation	$ 7,700,000

v3.25.0.1

Commitment and Contingencies (Details Narrative)	9 Months Ended
	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitment description	On December 30, 2024, the Company’s CEO and COO amended the Employment Agreement originally dated August 26, 2024. Under the amended terms, the CEO will receive a monthly salary of two hundred thousand dollars, and the COO will receive a monthly salary of one hundred fifty thousand dollars, effective January 1, 2025. In addition to their base salaries and in lieu of stock compensation (which the Company does not offer), both the CEO and COO will be eligible for quarterly performance bonuses. The CEO will receive a bonus equal to ten percent of the Company’s revenue for the preceding quarter, while the COO will receive a bonus equal to seven percent. These bonuses are contingent upon the Company’s assets increasing by at least five percent quarter-over-quarter.

v3.25.0.1

Stockholders’ Equity (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Equity [Abstract]
Number of restricted common stock issued			0	0
Number of shares issued at fair value			0	18,533,334
Number of shares issued for services	0	300,000
Number of shares repurchased			7,317,248	0
Value of shares repurchased	$ 127,096		$ 1,049,891	$ 0

v3.25.0.1

Schedule of Assets Acquired Consideration Between the Two Entities (Details) - Avenvi LLC And Mister Meds LLC [Member]	Oct. 01, 2024 USD ($)
Business Acquisition [Line Items]
Cash	$ 295,760
Investments	186,824
Property and equipment	600,951
Intangibles assets	29,473
Total assets acquired	1,113,008
Purchase price	$ 1,113,008

v3.25.0.1

Acquisitions (Details Narrative)	Oct. 01, 2024 USD ($)
Mister Meds [Member]
Business Acquisition [Line Items]
Acquisition value	$ 54,220
Avenvi LLC [Member]
Business Acquisition [Line Items]
Acquisition value	1,058,788
Acquisition assets	1,113,008
Short term loan	400,000
Investments	$ 5,000,000

v3.25.0.1

Subsequent Events (Details Narrative) - Subsequent Event [Member]	Jan. 30, 2025 USD ($)
Las Villas Healthcare, LLC. and Doconsultations.com, LLC [Member]
Subsequent Event [Line Items]
Acquisition description	Under the terms of the agreement, the Company will acquire one hundred percent of the Targets for a total of four hundred thousand dollars. At the time of execution, the Company will make an upfront payment of fifty thousand dollars. The remaining balance of three hundred fifty thousand dollar will be paid at closing, which will occur after a ninety-day due diligence period
Acquisition percent	100.00%
Acquisition value	$ 400,000
Magnefuse, LLC and Alicat, LLC [Member]
Subsequent Event [Line Items]
Acquisition description	Under the terms of the agreement, the Company will acquire eighty percent of the Targets for a total of two hundred forty thousand five hundred dollars. At the time of execution, the Company will make an upfront payment of two hundred ten thousand five hundred dollars. The remaining balance of thirty thousand dollar will be paid at closing, which will occur after a ninety-day due diligence period. The Company will also have the option to purchase the remaining twenty percent ownership of the Targets for up to two years following the closing. The purchase price will be based on a valuation of two times the Targets’ revenue at the time of the transaction
Acquisition percent	80.00%
Acquisition value	$ 240,500

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