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 June 30, 2026
| ☐ | 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 74th CT
Suite 1401
Miami, FL 33156
(Address of principal executive offices) (zip code)
(305) 724-5684
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock $0.001 par value | ETST | OTC 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 August 6, 2026, there were Common shares issued and outstanding, 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 Stockholders’ Equity | F-3 | |
| Consolidated Statements of Cash Flows | F-4 | |
| Notes to Consolidated Financial Statements | F-5- F-11 | |
| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 3 |
| ITEM 3. | Quantitative and Qualitative Disclosures about Market Risk | 6 |
| ITEM 4. | Controls and Procedures | 6 |
| PART II. OTHER INFORMATION | ||
| ITEM 1. | Legal Proceedings | 7 |
| ITEM 1A. | Risk Factors | 7 |
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 7 |
| ITEM 3. | Defaults Upon Senior Securities | 7 |
| ITEM 4. | Mine Safety Disclosures | 7 |
| ITEM 5. | Other Information | 7 |
| ITEM 6. | Exhibits | 7 |
| SIGNATURES | 8 | |
| 2 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EARTH SCIENCE TECH, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
| As of June 30, 2026 |
As of March 31, 2026 |
|||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | 631,118 | $ | 796,797 | ||||
| Accounts receivable, net | 845,945 | 356,054 | ||||||
| - | ||||||||
| Equity securities | 2,184,154 | 1,360,040 | ||||||
| Inventory | 854,074 | 682,059 | ||||||
| Long lived assets, available for sale | 371,684 | 371,684 | ||||||
| Prepaid expenses and other current assets | 201,218 | 154,480 | ||||||
| Total Current Assets | 5,088,193 | 3,721,114 | ||||||
| Non-Current Assets: | ||||||||
| Property and equipment, net | 1,498,431 | 1,517,888 | ||||||
| Right of use assets, net | 352,483 | 95,317 | ||||||
| Intangible assets, net | 202,182 | 208,170 | ||||||
| Deferred tax asset, net | 578,170 | 772,294 | ||||||
| Goodwill | 2,654,554 | 2,654,554 | ||||||
| Total Assets | $ | 10,374,013 | $ | 8,969,337 | ||||
| LIABILITIES AND EQUITY | ||||||||
| Accounts payable | $ | 1,514,696 | $ | 681,925 | ||||
| Accrued expenses and other payables | 1,141,883 | 1,150,442 | ||||||
| Current portion of operating lease obligations | 213,969 | 96,206 | ||||||
| Total Current Liabilities | 2,870,548 | 1,928,573 | ||||||
| Long-Term Liabilities: | ||||||||
| Lease liability | 139,195 | |||||||
| Total Liabilities | 3,009,743 | 1,928,573 | ||||||
| Stockholders’ Equity: | ||||||||
| Preferred stock, par value $ per share, shares authorized; and shares issued and outstanding as of June 30, 2026, and March 31, 2026, respectively | 1,000 | 1,000 | ||||||
| Common stock, par value $ per share, shares authorized; issued and outstanding, and issued and outstanding as of June 30, 2026, and March 31, 2026, respectively | 287,591 | 291,324 | ||||||
| Additional paid-in capital | 30,437,894 | 30,826,352 | ||||||
| Accumulated deficit | (23,384,007 | ) | (24,108,199 | ) | ||||
| Total Stockholders’ Equity | 7,342,478 | 7,010,477 | ||||||
| Non-Controlling interest (“NCI”) | 21,792 | 30,287 | ||||||
| Total Equity | 7,364,270 | 7,040,764 | ||||||
| Total Liabilities and Equity | $ | 10,374,013 | $ | 8,969,337 | ||||
See accompanying notes to these unaudited consolidated financial statements.
| F-1 |
EARTH SCIENCE TECH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THREE MONTHS ENDED JUNE 30, 2026, AND 2025.
(UNAUDITED)
| 2026 | 2025 | |||||||
| Revenue | $ | 9,025,779 | $ | 8,760,190 | ||||
| Cost of Goods Sold | 2,750,510 | 2,669,415 | ||||||
| Gross Profit | 6,275,269 | 6,090,775 | ||||||
| Expenses | ||||||||
| Salaries Expense | 3,217,201 | 3,801,116 | ||||||
| Selling general and administrative expenses | 1,050,032 | 980,172 | ||||||
| Bank charges | 262,906 | 255,342 | ||||||
| Advertising & marketing | 850,004 | 633,926 | ||||||
| Legal and professional fees | 131,912 | 73,119 | ||||||
| Insurance | 33,571 | 44,293 | ||||||
| Operating lease cost | 45,043 | |||||||
| Depreciation and amortization | 66,861 | 34,563 | ||||||
| Utilities | 39,938 | 26,614 | ||||||
| Total Expenses | $ | 5,697,468 | $ | 5,849,144 | ||||
| Other income (expense) | ||||||||
| Dividend and interest income | 2,824 | 2,453 | ||||||
| Net realized gain on sale of investments | 365,537 | 81,586 | ||||||
| Unrealized Gain on fair value changes of investments | 19,374 | 135,316 | ||||||
| Other | 9,013 | |||||||
| Interest Expense | (16,197 | ) | (4,272 | ) | ||||
| Net Income before taxes | 958,352 | 456,714 | ||||||
| Income Taxes | 242,655 | |||||||
| Net Income | $ | 715,697 | $ | 456,714 | ||||
| Net Loss attributed to non-controlling interest | (8,495 | ) | (8,325 | ) | ||||
| Net Income available to common stockholders’ | 724,192 | 465,039 | ||||||
| Earnings per common share-Basic and Diluted | $ | $ | ||||||
| Weighted average number of shares outstanding- Basic and Diluted | ||||||||
See accompanying notes to these unaudited consolidated financial statements.
| F-2 |
EARTH SCIENCE TECH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
For the three months ended June 30, 2026, and 2025
| Common Stock | Preferred Stock | Additional paid -in |
Accumulated | Treasury | ||||||||||||||||||||||||||||||||
| Description | Shares | Amount | Shares | Amount | Capital | Deficit | NCI | Stock | Total | |||||||||||||||||||||||||||
| Balance at March 31, 2026 | 291,324,607 | $ | 291,324 | 1,000,000 | $ | 1,000 | $ | 30,826,352 | $ | (24,108,199 | ) | $ | 30,287 | $ | 7,040,764 | |||||||||||||||||||||
| Repurchase of common stock | - | - | (392,191 | ) | (392,191 | ) | ||||||||||||||||||||||||||||||
| Retirement of Treasury Stock | (3,733,726 | ) | (3,733 | ) | - | (388,458 | ) | 392,191 | ||||||||||||||||||||||||||||
| Net Income (Loss) | - | - | 724,192 | (8,495 | ) | 715,697 | ||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | 287,590,881 | $ | 287,591 | 1,000,000 | $ | 1,000 | $ | 30,437,894 | $ | (23,384,007 | ) | $ | 21,792 | $ | $ | 7,364,270 | ||||||||||||||||||||
| Common Stock | Preferred Stock | Additional paid -in |
Accumulated | Treasury | ||||||||||||||||||||||||||||||||
| Description | Shares | Amount | Shares | Amount | Capital | Deficit | NCI | Stock | Total | |||||||||||||||||||||||||||
| Balance at March 31, 2025 | 295,347,903 | $ | 295,347 | 1,000,000 | $ | 1,000 | $ | 31,480,143 | $ | (27,738,975 | ) | $ | (186,404 | ) | $ | 3,851,111 | ||||||||||||||||||||
| Repurchase of common stock | - | - | (80,674 | ) | (80,674 | ) | ||||||||||||||||||||||||||||||
| Retirement of Treasury Stock | (1,050,296 | ) | (1,050 | ) | - | (186,008 | ) | 187,058 | ||||||||||||||||||||||||||||
| Acquisition of subsidiary | - | - | 60,125 | 60,125 | ||||||||||||||||||||||||||||||||
| Net Income (Loss) | - | - | 465,039 | (8,325 | ) | 456,714 | ||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | 294,297,607 | $ | 294,297 | 1,000,000 | $ | 1,000 | $ | 31,294,135 | $ | (27,273,936 | ) | $ | 51,800 | $ | (80,020 | ) | $ | 4,287,276 | ||||||||||||||||||
See accompanying notes to these unaudited consolidated financial statements.
| F-3 |
EARTH SCIENCE TECH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THREE MONTHS ENDED JUNE 30, 2026, AND 2025.
(UNAUDITED)
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net Income | $ | 715,697 | $ | 456,714 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 66,861 | 34,563 | ||||||
| Unrealized loss on investments | (19,374 | ) | (135,316 | ) | ||||
| Realized gain on sale of investments | (365,537 | ) | (81,586 | ) | ||||
| Deferred income tax expense | 194,124 | |||||||
| Changes in operating assets and liabilities, net of acquisition: | ||||||||
| Accounts receivable, net | (489,891 | ) | (212,580 | ) | ||||
| Prepaid expenses and other current assets | (46,738 | ) | 195,600 | |||||
| Inventory | (172,015 | ) | (265,551 | ) | ||||
| Accounts payable and accrued expenses and other | 824,212 | 330,709 | ||||||
| Lease liability, net | (208 | ) | 16,823 | |||||
| Net cash provided by operating activities | 707,131 | 339,376 | ||||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment, intangibles and long-lived assets available for sale | (41,417 | ) | (232,220 | ) | ||||
| Purchase of investments | (4,022,184 | ) | (1,309,785 | ) | ||||
| Sale of investments | 3,582,982 | 1,285,054 | ||||||
| Cash used for assets acquisition, net of cash acquired | (411,265 | ) | ||||||
| Net cash used in investing activities | (480,619 | ) | (668,216 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Payments on loans and obligations | (186,129 | ) | ||||||
| Repurchase of common stock | (392,191 | ) | (80,674 | ) | ||||
| Net Cash used in financing activities | (392,191 | ) | (266,803 | ) | ||||
| Net decrease in cash and cash equivalents | (165,679 | ) | (595,643 | ) | ||||
| Cash and cash equivalents at beginning of period | 796,797 | 1,473,228 | ||||||
| Cash and cash equivalents at period end | $ | 631,118 | $ | 877,585 | ||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Cash paid for interest | $ | 16,197 | $ | 14,984 | ||||
| Cash paid for income taxes | $ | 35,344 | ||||||
| Non-Cash Transactions | - | |||||||
| Initial recognition of right of use asset | $ | 298,955 | $ | 187,058 | ||||
See accompanying notes to these unaudited consolidated financial statements.
| F-4 |
EARTH SCIENCE TECH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(UNAUDITED)
NOTE 1- ORGANIZATION AND NATURE OF OPERATIONS
Earth Science Tech, Inc. (“ETST” or the “Company”) was incorporated under the laws of the State of Nevada on April 23, 2010, and subsequently redomiciled to the State of Florida on June 27, 2022, headquartered in Miami, Florida.
ETST operates as a diversified holding company focused on the health and wellness sector. The Company’s principal operating strategy is to build a vertically integrated healthcare platform that combines compounding pharmacy operations, telemedicine platforms, clinical support, and direct-to-patient fulfillment. The Company’s healthcare operations are supported by investments in real estate and asset management activities.
The core of the Company’s value proposition is the seamless integration of patient care, from consultation to fulfillment. This is achieved through the synergy of specialized subsidiaries. The Company’s primary operating businesses include:
| Business / Entity | Description | |
| RxCompoundStore.com, LLC (“RxCompound”) | Miami-based licensed compounding pharmacy providing sterile and non-sterile medications in multiple U.S. states and Puerto Rico. | |
| Mister Meds, LLC (“MisterMeds”) | Abilene, Texas compounding pharmacy that received full compounding licensure in March 2025; includes sterile compounding capabilities and hazardous drug handling. | |
| Peaks Curative LLC (“Peaks”) | Telemedicine referral platform offering asynchronous consultations for compounded medications prepared by RxCompound and Mister Meds. | |
| DOConsultation.com LLC (“DOC”) | Telehealth brand focused on home-based therapies and virtual consultations, with prescriptions fulfilled by the Company’s pharmacies. | |
| Las Villas Health Care (“Villas”) | Brick-and-mortar healthcare facility designed to expand patient access. | |
| Avenvi LLC | Real estate and asset management arm; supports healthcare infrastructure and manages the Company’s share repurchase program. | |
| MagneChef | 80%-owned direct-to-consumer kitchen products brand using proprietary intellectual property. |
As of the date of this filing, the Company has aggressively expanded its state licensure, allowing its pharmacy and telehealth services to reach a near-national footprint.
Strategic Asset Management & Infrastructure
Avenvi serves as the Company’s real estate and asset management arm. Avenvi provides the critical physical infrastructure required for the Company’s expanding pharmacy operations and manages ETST’s real estate-related investment strategies. Additionally, Avenvi plays a pivotal role in the Company’s disciplined capital allocation strategy, which focuses on non-dilutive growth and the management of the Company’s share repurchase initiatives.
Diversified Holdings & Innovation
The Company maintains a 80% stake in MagneChef, a direct-to-consumer brand that leverages proprietary intellectual property to market innovative kitchen products. This subsidiary provides a diversified revenue stream and demonstrates the Company’s ability to commercialize unique IP across different consumer segments.
Capital Structure & Governance Focus
A defining pillar of the Company’s current strategy is fiscal discipline and shareholder alignment. Since the final share issuance in October 2023, management has focused exclusively on non-dilutive financing, significant reductions in authorized common stock (from million to million), and a robust share buyback program. This strategy is underpinned by a high level of insider ownership, with management holding approximately 48% of outstanding shares.
| F-5 |
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and the instructions to Form 10-Q pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to the SEC’s rules and regulations, although, we believe that the disclosures made are adequate to make the information not misleading. All material intercompany accounts and transactions have been eliminated.
Our interim financial statements are unaudited, and in our opinion, include all adjustments of a normal recurring nature necessary for the fair presentation of the periods presented. The results for the interim periods are not necessarily indicative of the results to be expected for any subsequent period or for the year ending March 31, 2027. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended March 31, 2026 (“2026 Form 10-K”). The March 31, 2026, condensed consolidated balance sheet included herein is derived from the audited consolidated financial statements included in the 2026 Form 10-K but does not include all disclosures required by GAAP.
Principles of consolidation
The accompanying consolidated financial statements include all the accounts of Earth Science Tech, Inc. and its wholly owned subsidiaries RxCompound, Peaks, Avenvi, Mister Meds, Villas Health, DOConsultations, and majority owned subsidiary Magnechef (collectively, the “Company”). All material intercompany transactions have been eliminated during consolidation.
Equity securities
The Company accounts for its equity securities in accordance with ASC 321, Investments – Equity Securities, as amended by ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. Equity securities with readily determinable fair values are measured at fair value, with changes in fair value recognized in earnings in the period in which they occur.
Disaggregated Revenue
In accordance with ASC 606, the Company disaggregates revenue from contracts with customers by category 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:
| For the three-months ending, | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Sale of pharmaceutical products, shipping income and medical consultations | $ | 8,994,351 | $ | 8,749,421 | ||||
| Other | 31,428 | 10,769 | ||||||
| Total Revenue, net | $ | 9,025,779 | $ | 8,760,190 | ||||
| As of | ||||||||
| June 30, 2026 | March 31, 2026 | |||||||
| Accounts receivable, net | $ | 845,945 | $ | 356,054 | ||||
As of June 30, 2026, the Company had $686,768 in funds held by a merchant processor, formerly used by the Company, which is included in accounts receivable, net on the consolidated balance sheet. Management believes the balance is collectible in full. Accordingly, the Company did not record an allowance against the balance as of June 30, 2026.
| F-6 |
Recently issued accounting pronouncements
In 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which updates the guidance for capitalizing internal-use software costs by introducing a principles-based recognition threshold that focuses on management authorization and committed funding and the probability of project completion and intended use, with explicit consideration of development uncertainty. The ASU also enhances related disclosures for capitalized software and does not change the guidance for software to be sold, leased, or otherwise marketed. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and for interim periods within those fiscal years, with early adoption permitted and multiple transition options available. The Company has not early adopted this guidance and is evaluating its impact on capitalization policies, expense recognition timing, and related disclosures; the impact is not expected to be material to the consolidated financial statements but will require additional disclosures.
In 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures, which requires public business entities to present in the notes a tabular disaggregation of each relevant income-statement expense caption within continuing operations into specified natural categories (including purchases of inventory, employee compensation, depreciation, intangible-asset amortization, and depletion/DD&A), with reconciling “other” and related narrative descriptions, and to disclose total selling expenses and the Company’s definition of “selling expenses.” The ASU is disclosure-only and does not change recognition, measurement, or presentation on the face of the income statement. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within those fiscal years beginning after December 15, 2027, with early adoption permitted. The Company has not early adopted this guidance and is evaluating its impact, which is not expected to be material to the consolidated financial statements but will result in additional footnote disclosures.
NOTE 3- INVENTORY
As of June 30, 2026, and March 31, 2026, inventory consisted of raw materials and finished goods. Given the nature of our pharmaceutical products, and the storage protocols associated with inventory, compounding activities occur at the time of, or shortly before receipt of customer orders and shipment of finished goods.
As of June 30, 2026, and March 31, 2026, the Company’s inventory was comprised of raw materials totaling $767,309 and $612,824, respectively, and finished goods totaling $86,765 and $69,235, respectively.
NOTE 4 – PROPERTY AND EQUIPMENT, NET
| As of | ||||||||
| June 30, 2026 | March 31, 2026 | |||||||
| Land | $ | 305,651 | $ | 305,651 | ||||
| Building | 329,647 | 329,647 | ||||||
| Equipment | 1,235,728 | 1,194,786 | ||||||
| Less: Accumulated depreciation | (372,595 | ) | (312,196 | ) | ||||
| Property and Equipment, Net | 1,498,431 | 1,517,888 | ||||||
Depreciation expense for the three months ended June 30, 2026, and 2025, was $60,399 and $34,563.
| F-7 |
NOTE 5- LEASES
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 to the Company’s other long-lived assets, assessing recoverability when events or changes in circumstances indicate the carrying value may not be recoverable. 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. The Company has elected not to apply the other transition practical expedients available under ASC 842.
The Company’s leases are classified as operating leases. Lease expense for operating leases is recognized on a straight-line basis over the lease term.
Supplemental balance sheet information related to leases was as follows:
| As of | ||||||||
| June 30, 2026 | March 31, 2026 | |||||||
| Assets | ||||||||
| Right of use asset, net | $ | 352,483 | $ | 95,317 | ||||
| Operating lease liabilities | ||||||||
| Current | 213,969 | 96,206 | ||||||
| Non-current | 139,195 | |||||||
| Total Lease Liabilities | $ | 353,164 | $ | 96,206 | ||||
Lease term and discount rate were as follows:
| June 30, 2026 | March 31, 2026 | |||||||
| Weighted average remaining lease term - Operating leases | 5 years | 1 year | ||||||
| Weighted average discount rate - Operating leases | 11 | % | 3 | % | ||||
The following table presents the future minimum lease payments under non-cancelable operating leases as of June 30, 2026:
| As of June 30, 2026 | Operating Leases | |||
| March 31, 2027 (remainder of the year) | $ | 58,500 | ||
| March 31, 2028 | 78,000 | |||
| March 31, 2029 | 78,000 | |||
| March 31, 2030 | 78,000 | |||
| March 31, 2031 | 78,000 | |||
| March 31, 2032 | 13,000 | |||
| Total | 383,500 | |||
| Less: imputed interest | (30,336 | ) | ||
| Present value of lease payment | $ | 353,164 | ||
| F-8 |
NOTE 6 - INTANGIBLE ASSETS
Intangible assets consisted of the following:
| As of | ||||||||
| June 30, 2026 | March 31, 2026 | |||||||
| Telemedicine Platform | $ | 17,806 | $ | 17,806 | ||||
| Web Domain | 53,704 | 53,704 | ||||||
| Internal use software | 138,086 | 138,086 | ||||||
| Patents and Designs | 90,152 | 89,678 | ||||||
| Accumulated Amortization | (97,566 | ) | (91,104 | ) | ||||
| Net Balance | 202,182 | 208,170 | ||||||
Amortization expense for the three months ending June 30, 2026 and 2025 were $6,462, and $3,991, respectively.
NOTE 7- ACCRUED EXPENSES AND OTHER PAYABLES
Accrued expenses and other payables consisted of the following:
| As of | ||||||||
| June 30, 2026 | March 31, 2026 | |||||||
| Payroll accrual | 397,428 | 508,456 | ||||||
| Other current liabilities | 499,478 | 445,540 | ||||||
| Income-tax payable | 244,977 | 196,446 | ||||||
| Total Accrued Expenses | $ | 1,141,883 | $ | 1,150,442 | ||||
NOTE 8 – COMMITMENTS AND CONTINGENCIES
Commitments and contingencies
The Company accounts for contingencies in accordance with ASC 450, Contingencies. A liability is recorded when it is probable that a loss has been incurred, and the amount can be reasonably estimated. If a loss is reasonably possible but not probable, or if the amount cannot be estimated, the nature of the contingency and an estimate of the possible loss, if determinable, is disclosed. Remote contingencies are generally not disclosed unless related to guarantees.
Legal Matters:
From time to time, the Company may be involved in legal proceedings arising in the ordinary course of business. As of June 30, 2026, there were no pending or threatened legal actions that, in management’s opinion, are expected to have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
Derivatives and Short Positions:
From time to time, the Company sells call options against its investments in publicly-traded equity securities and maintains short positions in publicly-traded equity securities. The open derivative contracts and short positions at June 30, 2026, were not material to the consolidated financial statements.
| F-9 |
NOTE 9 – EQUITY
Preferred stock:
Preferred stock, par value $ per share, shares authorized; and shares issued and outstanding as of June 30, 2026, and March 31, 2026, respectively.
The Series B Preferred Stock is not entitled to receive dividends. Holders of the Series B Preferred Stock have no conversion or exchange rights.
In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the Series B Preferred Stock is entitled to receive payment or distribution of a preferential amount prior to any payments or distributions to holders of common stock or other classes or series of capital stock, unless such class or series is expressly designated as senior to the Series B Preferred Stock. The Series B Preferred Stock ranks senior to the Company’s common stock with respect to distributions upon liquidation and dissolution.
The holders of the Series B Preferred Stock vote together with the holders of the Company’s common stock and any other voting class of preferred stock as a single class on all matters submitted to shareholders, including the election of directors. Pursuant to the Certificate of Designation, the aggregate voting power of the outstanding Series B Preferred Stock equals 150% of the aggregate voting power of the Company’s outstanding common stock and any other voting preferred stock, excluding the Series B Preferred Stock. As a result, the holder of the Series B Preferred Stock possesses voting control over matters submitted to shareholders for approval.
The rights, preferences, and privileges of the Series B Preferred Stock may not be adversely altered without the written consent of a majority of the holders of the Series B Preferred Stock.
The Certificate of Designation further provides that if a holder of Series B Preferred Stock ceases to serve as an officer or director of the Company for any reason, all shares of Series B Preferred Stock held by such individual shall be automatically cancelled.
As of June 30, 2026 and March 31, 2026, all outstanding shares of Series B Preferred Stock were held by the Company’s Chief Executive Officer. Accordingly, the Chief Executive Officer possesses voting control over matters submitted to shareholders, including the election of directors and the approval of significant corporate transactions.
Common stock:
The Company is authorized to issue shares of common stock, par value $ per share. As of June 30, 2026, and March 31, 2026, the Company had and shares of common stock issued and outstanding, respectively.
During the fiscal quarter ended June 30, 2026, the Company repurchased shares of its common stock for an aggregate purchase price of $392,191 pursuant to an authorized share repurchase program. A total of shares were retired, and no shares were held as treasury stock as of June 30, 2026.
| F-10 |
NOTE 10 – RELATED PARTY TRANSACTIONS
The Company pays compensation for services provided by two officers to the officers’ solely owned LLCs, Point96 Consulting, LLC and Tabraue Consulting, LLC.
The Company leases office space under a short-term operating lease from an office of the Company from Zoolzy, LLC, an entity controlled by an officer of the Company, under a sub-lease agreement. Lease payments of $21,680 and $0 were made during the three months ended June 30, 2026, and June 30, 2025, respectively and are included in selling, general and administrative expenses on the accompanying statements of income.
NOTE 11 – INCOME TAXES
The Company determined that the provision for income taxes for the three months ended June 30, 2025, was immaterial to the consolidated financial statements.
The current tax provision and the deferred tax provision for the three months ended June 30, 2026 was $48,531 and $194,124, respectively.
The Company’s deferred tax assets as of June 30, 2026 and March 31, 2026 were comprised primarily of net operating loss carry forwards.
The Company records the tax provision for interim periods using an estimate of the annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. The Company’s estimate of the annual effective tax rate is updated each quarter and the changes, if any, are reflected through a cumulative adjustment.
For the year ended March 31, 2027, the Company expects its effective tax rate to be approximately 25%.
As of June 30, 2026, the Company had a net operating loss carry forward (“NOL”) for federal and state income tax purposes of approximately $3,000,000 A majority of this is amount is pre-2018. NOLs generated pre-2018 can be carried forward for 20 years and post-2018 NOLs do not expire but are limited to offset up to 80% of taxable income in any future period.
Internal Revenue Code Section 382 (“Section 382”) imposes limitations on the availability of a company’s net operating losses after certain ownership changes occur. Section 382 limitation is based upon certain conclusions pertaining to the dates of ownership changes and the value of the Company on the dates of the ownership changes. It was determined that an ownership change occurred in October 2013, and March 2014. The amount of the Company’s net operating losses incurred prior to the ownership changes is limited based on the value of the Company on the date of the ownership change. Management has not determined the amount of net operating losses generated prior to the ownership change available to offset taxable income after the ownership change.
NOTE 12 – SEGMENT REPORTING
During the three months ended June 30, 2026 and 2025, the Company operated and was managed as a single operating and reportable segment. The Company’s Chief Executive Officer serves as its chief operating decision maker (“CODM”) and evaluates performance and allocates resources based on the Company’s consolidated financial results. Because the Company has a single reportable segment, all segment financial information required by ASC 280 is already included in the consolidated financial statements.
The Company is evaluating options for the potential reorganization of its reporting segments in future periods.
| F-11 |
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
The following discussion of our financial condition and results of operations for the period ended June 30, 2026, and June 30, 2025, should be read in conjunction with our consolidated financial statements and the notes to those statements that are included elsewhere in this Quarterly Report on Form 10-Q. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements due to several factors. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.
OVERVIEW
As of the date of this filing, the Company has aggressively expanded its state licensure, allowing its pharmacy and telehealth services to reach a near-national footprint.
Strategic Asset Management & Infrastructure
ETST operates as a diversified holding company focused on the health and wellness sector. The Company’s principal operating strategy is to build a vertically integrated healthcare platform that combines compounding pharmacy operations, telemedicine platforms, clinical support, and direct-to-patient fulfillment. The Company’s healthcare operations are supported by investments in real estate and asset management activities and a consumer products business.
The core of the Company’s value proposition is the seamless integration of patient care, from consultation to fulfillment. This is achieved through the synergy of specialized subsidiaries. The Company’s primary operating businesses include:
Health and wellness
| ● | RxCompound: Multi-state (Florida based) sterile/non-sterile compounding for specialized therapies; providers and patients needing access beyond retail chains. | |
| ● | Mister Meds: Multi-state (Texas based) sterile/hazardous compounding center; Texas patients and referring clinicians; fast TX dispensing and hub for nearby states. | |
| ● | Peaks: Frictionless asynchronous consults funneling to licensed pharmacies; digitally engaged patients seeking convenience. | |
| ● | DOC: Virtual care brand for home-based therapies; patients wanting guided telehealth with ongoing follow-up. | |
| ● | Villas: Localized in-person wellness clinic designed to expand patient access. |
Asset Management and Other
| ● | Avenvi: Diversified real estate company engaged in development, asset management, and financing. With a growing portfolio of real estate holdings, Avenvi provides turnkey solutions from development to end-user financing. It also manages investment activities for ETST and oversees the Company’s ongoing $10 million share repurchase program. |
| ● | MagneChef: Direct-to-consumer retail brand. Utilizing its patents and intellectual properties, the company aims to develop new products that can be marketed and sold online. Currently, the company has developed products for cooking. MagneChef is in the process of expanding its product line for new offerings that incorporate its intellectual property. |
| 3 |
Results of Operations
The following tables set forth summarize cost of revenue information for the three months ended June 30, 2026, and 2025:
| For the three months ending June 30, | ||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||
| Revenue | $ | 9,025,779 | $ | 8,760,190 | $ | 265,589 | 3 | % | ||||||||
| Cost of goods sold | 2,750,510 | 2,669,415 | 81,095 | 3 | % | |||||||||||
| Gross Profit | 6,275,269 | 6,090,775 | 184,494 | 3 | % | |||||||||||
Revenue increased by $265,589, or 3%, to $9,025,779, compared with $8,760,190 in the prior-year period. Cost of goods sold increased by $81,095, or 3%, to $2,750,510, consistent with the increase in revenue. As a result, gross profit increased by $184,494, or 3%, to $6,275,269. Gross margin remained stable at approximately 70% for both periods.
Operating Expenses
| For
the Three Months Ended June 30 | ||||||||||||||||
| 2026 | 2025 | Change | % Change | |||||||||||||
| Salaries Expense | 3,217,201 | 3,801,116 | (583,915 | ) | -15 | % | ||||||||||
| General and administrative expenses | 1,050,032 | 980,172 | 69,860 | 7 | % | |||||||||||
| Advertising & marketing | 850,004 | 633,926 | 216,078 | 34 | % | |||||||||||
| Bank charges | 262,906 | 255,342 | 7,564 | 3 | % | |||||||||||
| Legal & Professional Fees | 131,912 | 73,119 | 58,793 | 80 | % | |||||||||||
| Insurance | 33,571 | 44,293 | (10,722 | ) | -24 | % | ||||||||||
| Lease Cost | 45,043 | - | 45,043 | 100 | % | |||||||||||
| Depreciation and Amortization | 66,861 | 34,563 | 32,298 | 93 | % | |||||||||||
| Utilities | 39,938 | 26,614 | 13,324 | 50 | % | |||||||||||
| Total Expenses | 5,697,468 | 5,849,144 | (151,656 | ) | -3 | % | ||||||||||
| Other Income/Expenses | ||||||||||||||||
| Dividend Income | 2,824 | 2,453 | 371 | 15 | % | |||||||||||
| Net realized gain on sale of investments | 365,537 | 81,586 | 283,951 | 348 | % | |||||||||||
| Unrealized Gain/Loss of fair value changes of investments | 19,374 | 135,316 | (115,942 | ) | -86 | % | ||||||||||
| Other | 9,013 | - | 9,013 | 100 | % | |||||||||||
| Interest Expenses | (16,197 | ) | (4,272 | ) | (11,926 | ) | 279 | % | ||||||||
| Net Income before taxes | 958,352 | 456,714 | 501,638 | 110 | % | |||||||||||
| Income Tax | 242,655 | - | 242,655 | 100 | % | |||||||||||
| Net Income | 715,697 | 456,714 | 258,983 | 57 | % | |||||||||||
Salaries expense decreased by $583,915, or 15%, to $3,217,201 during the three months ended June 30, 2026, compared with $3,801,116 during the three months ended June 30, 2025.
The decrease occurred despite the Company’s operational growth and workforce expansion and was primarily attributable to voluntary modifications to the compensation arrangements of the Company’s Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”). These executives agreed to rescind portions of their previously approved compensation and accept interim compensation adjustments, as approved by the Board of Directors. The resulting reductions more than offset the increased personnel costs associated with headcount growth during the period, which supports the Company’s continued expansion strategy.
General and administrative expenses increased modestly to $1,050,032 from $980,172 for the three months ended June 30, 2026, due to operational growth.
Advertising and marketing expenses totaled $850,004 for the three months ended June 30, 2026, compared with $633,926 for the three months ended June 30, 2025, representing an increase of $216,078, or 34%. Advertising and marketing expenditures remained significant, reflecting the Company’s continued execution of its strategic marketing initiatives to support sales of newly developed and existing products, primarily through its telemedicine platform, in a highly competitive market.
Bank charges for the three months ended June 30, 2026, increased to $262,906. This is directly related to credit card processing fees and volume of sales.
Legal and professional fees totaled $131,912 for the three months ended June 30, 2026, compared with $73,119 for the three months ended June 30, 2025, representing an increase of $58,793, or 80%. The increase was primarily attributable to higher audit-related fees incurred during the three months ended June 30, 2026, because of the transition of audit firms.
| 4 |
Interest Expense
Interest expense totaled $16,197 for the three months ended June 30, 2026, compared with $4,271 for the three months ended June 30, 2025, representing an increase of $11,926. The increase was attributable primarily to use of leverage as part of management’s investment strategy to enhance potential returns on the Company’s equity investments.
Assets, Liabilities and Stockholders’ Equity
| As of | ||||||||
| June 30, 2026 | March 31, 2026 | |||||||
| ASSETS | ||||||||
| Total Assets | $ | 10,374,013 | $ | 8,969,337 | ||||
| Total Liabilities | 3,009,743 | 1,928,573 | ||||||
| Total Equity | 7,364,270 | 7,040,764 | ||||||
| Total Liabilities and Equity | $ | 10,374,013 | $ | 8,969,337 | ||||
The Company ended the quarter with total assets of $10,374,013, compared with $8,969,337 as of March 31, 2026, representing an increase of $1,404,676, or 16%. Management believes this growth positions the Company to continue pursuing its expansion initiatives and reflects its ongoing commitment to creating long-term shareholder value.
Total liabilities increased to $3,009,743 as of June 30, 2026, from $1,928,573 as of March 31, 2026, representing an increase of $1,081,173, or 56%. The increase was primarily due to the Company’s strategy of leveraging its purchasing capacity to obtain more favorable vendor pricing and support improved gross margins. To a lesser extent, recognition of operating lease liabilities related to a new operating lease was also a factor. The increase was not attributable to any new loan commitments, and the Company remained free of long-term debt as of June 30, 2026.
Total equity increased to $7,364,270 as of June 30, 2026, from $7,040,764 as of March 31, 2026, representing an increase of $323,506, or 5%. This increase was net of $392,191 used to repurchase and cancel shares of its common stock during the quarter. Excluding the effect of these repurchases, total equity increased by $715,697. The repurchases reduced the number of shares outstanding, potentially increasing each remaining shareholder’s proportionate ownership and earnings per share.
Statement of cash flows
For
the three months ended |
||||||||
| 2026 | 2025 | |||||||
| Net cash provided by operating activities | $ | 707,131 | $ | 339,376 | ||||
| Net cash used in investing activities | (480,619) | (668,216) | ||||||
| Net cash used in financing activities | (392,191) | (266,803) | ||||||
| Net decrease in cash and cash equivalents | (165,679) | (595,643) | ||||||
| Cash and cash equivalents at beginning of the period | 796,797 | 1,473,228 | ||||||
| Cash and cash equivalents at end of the period | $ | 631,118 | $ | 877,585 | ||||
| 5 |
Cash Flow from Operating Activities
Net cash provided by operating activities was $707,131 for the three months ended June 30, 2026, compared with $339,376 for the prior-year period, representing an increase of $367,755, primarily driven by enhanced working capital management techniques.
Cash Flow from Investing Activities
Net cash used in investing activities during the three months ended June 30, 2026, was $480,619, compared to $668,216 during the three months ended June 30, 2025. The decrease was primarily driven by reinvestment of realized gains on equity securities and derivatives.
Cash Flows from Financing Activities
Net cash used in financing activities was $392,191 for the three months ended June 30, 2026, compared with $266,803 for the prior-year period. The increase of $125,388 was attributable entirely to cash used to repurchase and cancel shares of the Company’s common stock pursuant to its stock repurchase program, partially offset by the elimination of debt service obligations.
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 & PROCEDURES
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 June 30, 2026.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
| 6 |
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
The Company did not sell any equity securities during the three months ended June 30, 2026. The Company has not sold any equity securities since early 2023.
ISSUER REPURCHASES OF EQUITY SECURITIES
During the three months ended June 30, 2026, the Company repurchased and retired a total of 3,733,726 shares of its common stock for $392,191.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
None
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
| 7 |
SIGNATURES
Pursuant to the requirements of the Securities 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: August 7, 2026 | By: | /s/ Giorgio R. Saumat |
| Giorgio R. Saumat | ||
| Its: | CEO and Chairman of the Board | |
| Dated: August 7, 2026 | By: | /s/ Ernesto Flores |
| Ernesto Flores, | ||
| Its: | CFO and Board of Director | |
| 8 |