Earth Science Tech quarterly revenue falls 19.3%
ETST reported 286,389,881 common shares outstanding as of September 30, 2026, after repurchasing and retiring 4,934,723 shares during the six-month period.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Earth Science Tech, Inc. (ETST) reported revenue of $7,299,557 for the three months ended September 30, 2026, down 19.3% from $9,050,626 a year earlier; gross profit was $5,062,233 versus $6,723,983. Quarterly net income was $829,967, down 12.3% from $945,897. For the six months ended September 30, revenue was $16,325,336, down 8.3%, while net income increased 10.2% to $1,545,664 from $1,402,611. Six-month gross margin was 69.4%, compared with 71.9%.
Net cash provided by operating activities was $844,875 for the six months, down 28.5% from $1,181,196. ETST repurchased and retired 4,934,723 common shares for $512,292 during the period; 286,389,881 common shares were outstanding as of September 30, 2026. It acquired Meduvo LLC for $346,126 cash on August 11, 2026, and completed its $103,542 cash acquisition of Zoolzy LLC on August 18, 2026. The company capitalized $565,014 in internal-use software development costs during the quarter.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointSix-month net income increased 10.2% to $1,545,664.
Negative
- Moderate pointQuarterly revenue declined 19.3% to $7,299,557.
- Moderate pointQuarterly net income declined 12.3% to $829,967.
- Moderate pointSix-month operating cash flow fell 28.5% to $844,875.
- Minor pointSix-month revenue declined 8.3% to $16,325,336.
Filing Explained
Preferred shares give the CEO voting control; seven hundred forty-seven thousand eight hundred thirteen dollars of receivables faced a release wait at September 30.
This unaudited quarterly report states that, at
At
At
Key Figures
Key Terms
internal-use software technical
right-of-use (ROU) assets financial
Section 382 regulatory
net operating loss carry forward financial
non-controlling interest financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Why did ETST revenue fall in the September 2026 quarter?
Who controls voting at ETST?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission
file number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (zip code)
(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 | ||
| OTCQB Venture Market |
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.
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).
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 | ☐ | |
| ☒ | 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 November 9, 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-5 | |
| Notes to Consolidated Financial Statements | F-6- F-14 | |
| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 3 |
| ITEM 3. | Quantitative and Qualitative Disclosures about Market Risk | 7 |
| ITEM 4. | Controls and Procedures | 7 |
| PART II. OTHER INFORMATION | ||
| ITEM 1. | Legal Proceedings | 8 |
| ITEM 1A. | Risk Factors | 8 |
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 8 |
| ITEM 3. | Defaults Upon Senior Securities | 8 |
| ITEM 4. | Mine Safety Disclosures | 8 |
| ITEM 5. | Other Information | 8 |
| ITEM 6. | Exhibits | 8 |
| SIGNATURES | 9 | |
| 2 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EARTH SCIENCE TECH, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| Amounts in dollars | September 30, 2026 | March 31, 2026 | ||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | ||||||||
| Accounts receivable, net | ||||||||
| Equity securities | ||||||||
| Inventory | ||||||||
| Long lived assets, available for sale | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total Current Assets | ||||||||
| Non-Current Assets: | ||||||||
| Property and equipment, net | ||||||||
| Right of use assets, net | ||||||||
| Intangible assets, net | ||||||||
| Deferred tax asset, net | ||||||||
| Goodwill | ||||||||
| Total Assets | ||||||||
| LIABILITIES AND EQUITY | ||||||||
| Accounts payable | ||||||||
| Accrued expenses and other payables | ||||||||
| Current portion of operating lease obligations | ||||||||
| Total Current Liabilities | ||||||||
| Long-Term Liabilities: | ||||||||
| Lease liability | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity: | ||||||||
| Preferred stock, par value $ per share, shares authorized; and shares issued and outstanding as of September 30, 2026, and March 31, 2026, respectively | ||||||||
| Common stock, par value $ per share, shares authorized; shares issued and outstanding, and shares issued and outstanding as of September 30, 2026, and March 31, 2026, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| Non-Controlling interest (“NCI”) | ||||||||
| Total Equity | ||||||||
| Total Liabilities and Equity | ||||||||
See accompanying notes to these unaudited consolidated financial statements.
| F-1 |
EARTH SCIENCE TECH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2026, AND 2025.
(UNAUDITED)
| Three months ended September 30, | Six months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | ||||||||||||||||
| Cost of Goods Sold | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| Expenses | ||||||||||||||||
| Salaries Expense | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Bank charges | ||||||||||||||||
| Advertising & marketing | ||||||||||||||||
| Legal and professional fees | ||||||||||||||||
| Insurance | ||||||||||||||||
| Operating lease cost | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Utilities | ||||||||||||||||
| Total Expenses | ||||||||||||||||
| Other income (expense) | ||||||||||||||||
| Dividend and interest income | ||||||||||||||||
| Net realized gain on sale of investments | ||||||||||||||||
| Unrealized Gain on fair value changes of investments | ||||||||||||||||
| Other | ( | ) | ||||||||||||||
| Interest Expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Income before taxes | ||||||||||||||||
| Income Taxes | ||||||||||||||||
| Net Income | ||||||||||||||||
| Net Loss attributed to non-controlling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Income available to common stockholders’ | ||||||||||||||||
| 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 six months ended September 30, 2026
| Description | Common shares | Common amount | Preferred shares | Preferred amount | APIC | Accumulated deficit | NCI | Treasury stock | Total | |||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||
| Repurchase of common stock | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Retirement of Treasury Stock | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||
| Net Income (Loss) | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||
For the six months ended September 30, 2025
| Description | Common shares | Common amount | Preferred shares | Preferred amount | APIC | Accumulated deficit | NCI | Treasury stock | Total | |||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||
| Repurchase of common stock | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Retirement of Treasury Stock | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||
| Acquisition of subsidiary | - | - | ||||||||||||||||||||||||||||||||||
| Net Income (Loss) | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||
| F-3 |
For the three months ended September 30, 2026
| Description | Common shares | Common amount | Preferred shares | Preferred amount | APIC | Accumulated deficit | NCI | Treasury stock | Total | |||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||
| Repurchase of common stock | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Retirement of Treasury Stock | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||
| Net Income (Loss) | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||
For the three months ended September 30, 2025
| Description | Common shares | Common amount | Preferred shares | Preferred amount | APIC | Accumulated deficit | NCI | Treasury stock | Total | |||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||
| Repurchase of common stock | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Retirement of Treasury Stock | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||
| Acquisition of subsidiary | - | - | ||||||||||||||||||||||||||||||||||
| Net Income (Loss) | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||
See accompanying notes to these unaudited consolidated financial statements.
| F-4 |
EARTH SCIENCE TECH, INC. AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
FOR SIX MONTHS ENDED SEPTEMBER 30, 2026, AND 2025.
(UNAUDITED)
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net Income | ||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Unrealized gain on investments | ( | ) | ( | ) | ||||
| Realized gain on sale of investments | ( | ) | ( | ) | ||||
| Deferred income tax expense | ||||||||
| Changes in operating assets and liabilities, net of acquisition: | ||||||||
| Accounts receivable, net | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Inventory | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses and other | ||||||||
| Lease liability, net | ( | ) | ||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment, intangibles | ( | ) | ( | ) | ||||
| Sale of long lived assets | ||||||||
| Purchase of investments | ( | ) | ( | ) | ||||
| Sale of investments | ||||||||
| Cash used for asset acquisition, net of cash acquired | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Payments on loans and obligations | ( | ) | ||||||
| Repurchase of common stock | ( | ) | ( | ) | ||||
| Net Cash used in financing activities | ( | ) | ( | ) | ||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at period end | ||||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Cash paid for interest | ||||||||
| Cash paid for income taxes | ||||||||
| Non-Cash Transactions | - | |||||||
| Initial recognition of right of use asset | ||||||||
See accompanying notes to these unaudited consolidated financial statements.
| F-5 |
EARTH SCIENCE TECH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 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. The Company is 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. | |
| Meduvo Rx, LLC | La Verne, California compounding pharmacy currently only dispensing non-sterile medication. The Company is initiating facility upgrades to compound sterile medications by the end of 2028. | |
| Zoolzy, LLC | Doral, Florida wholesale distributor of active pharmaceutical ingredients and finished FDA-approved prescription products. | |
| 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 Inc. (“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 business 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.
| F-6 |
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 an 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.
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, Meduvo LLC, Zoolzy LLC and majority-owned subsidiary Magnechef (collectively, the “Company”). All material intercompany transactions have been eliminated during consolidation.
| F-7 |
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.
Internal-use software
The Company accounts for internal-use software costs under ASC 350-40, Intangibles—Goodwill and Other—Internal-Use Software. Costs incurred during the preliminary project stage are expensed as incurred. Qualifying costs incurred during the application development stage, including payroll and related costs for employees directly associated with development and external development costs, are capitalized when the preliminary project stage is complete, management authorizes and commits to funding the project, and completion and use of the software are probable. Training and maintenance costs are expensed as incurred. Capitalization ceases when the software is substantially complete and ready for its intended use. Capitalized costs are amortized over the software’s estimated useful life beginning when the software is ready for its intended use.
During
the three months ended September 30, 2026, the Company capitalized $
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:
| Three months 2026 | Three months 2025 | Six months 2026 | Six months 2025 | |||||||||||||
| Sale of pharmaceutical products, shipping income and medical consultations | ||||||||||||||||
| Other | ||||||||||||||||
| Total Revenue, net | ||||||||||||||||
| September 30, 2026 | March 31, 2026 | |||||||
| Accounts receivable, net | ||||||||
As
of September 30, 2026, the Company had $
| F-8 |
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 September 30, 2026, and March 31, 2026, the Company’s inventory was $
NOTE 4 – PROPERTY AND EQUIPMENT, NET
| September 30, 2026 | March 31, 2026 | |||||||
| Land | ||||||||
| Building | ||||||||
| Equipment | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and Equipment, Net | ||||||||
Depreciation
and amortization expense, in aggregate, was $
| F-9 |
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:
| September 30, 2026 | March 31, 2026 | |||||||
| Assets | ||||||||
| Right of use asset, net | ||||||||
| Operating lease liabilities | ||||||||
| Current | ||||||||
| Non-current | ||||||||
| Total Lease Liabilities | ||||||||
Lease term and discount rate were as follows:
| September 30, 2026 | March 31, 2026 | |||||||
| Weighted average remaining lease term - Operating leases | ||||||||
| Weighted average discount rate - Operating leases | % | % | ||||||
The following table presents the future minimum lease payments under non-cancelable operating leases as of September 30, 2026:
| As of September 30, 2026 | Operating leases | |||
| March 31, 2027 (remainder of the year) | ||||
| March 31, 2028 | ||||
| March 31, 2029 | ||||
| March 31, 2030 | ||||
| March 31, 2031 | ||||
| March 31, 2032 | ||||
| Total | ||||
| Less: imputed interest | ( | ) | ||
| Present value of lease payment | ||||
| F-10 |
NOTE 6 - INTANGIBLE ASSETS
Intangible assets consisted of the following:
| September 30, 2026 | March 31, 2026 | |||||||
| Telemedicine Platform | ||||||||
| Web Domain | ||||||||
| Internal use software | ||||||||
| Patents and Designs | ||||||||
| Wholesale License | ||||||||
| Accumulated Amortization | ( | ) | ( | ) | ||||
| Net Balance | ||||||||
Amortization expense is included in depreciation and amortization in the consolidated statements of operations. See Note 4 for the aggregate depreciation and amortization expense for the periods presented.
During
the three months ended September 30, 2026, the Company capitalized $
NOTE 7- ACCRUED EXPENSES AND OTHER PAYABLES
Accrued expenses and other payables consisted of the following:
| September 30, 2026 | March 31, 2026 | |||||||
| Payroll accrual | ||||||||
| Other current liabilities | ||||||||
| Income-tax payable | ||||||||
| Total Accrued Expenses | ||||||||
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 September 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.
| F-11 |
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 on September 30, 2026, were not material to the consolidated financial statements.
NOTE 9 – EQUITY
Preferred stock:
Preferred stock, par value $ per share, shares authorized; and shares issued and outstanding as of September 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 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 September 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 September 30, 2026, and March 31, 2026, the Company had and shares of common stock issued and outstanding, respectively.
During
the six months ended September 30, 2026, the Company repurchased shares of its common stock for an aggregate purchase price of $
| F-12 |
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 purchased other entities from related parties. See Note 11.
NOTE 11 – ACQUISITION AND RELATED TRANSACTIONS
Meduvo
LLC was acquired for total cash consideration of $
Meduvo
is a compounding pharmacy operating in a
On
August 18, 2026, the Company completed the acquisition of Zoolzy LLC for total cash consideration of $
Zoolzy
is a wholesale distributor of active pharmaceutical ingredients and finished FDA-approved prescription products, operating in a
The following table summarizes the aggregate purchase price and the allocation to assets acquired and liabilities assumed from Meduvo RX LLC and Zoolzy LLC, based on their respective balance sheets as of August 11, 2026 and August 18, 2026:
Assets and liabilities acquired from Meduvo RX LLC and Zoolzy LLC are as follows (in dollars):
| Cash | $ | |||
| Inventory | ||||
| Security deposits | ||||
| Property and equipment | ||||
| Intangible assets | ||||
| Total assets acquired | ||||
| Accounts payable | ( | ) | ||
| Due to RX Compound | ( | ) | ||
| Net assets | ||||
| Aggregate purchase consideration | ||||
| Goodwill | $ |
| F-13 |
NOTE 12 – INCOME TAXES
The
Company’s net deferred tax assets were $
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 ending March 31, 2027, the Company expects its annual effective tax rate to be approximately
As
of September 30, 2026, the Company had a net operating loss carry forward (“NOL”) for federal and state income tax purposes
of approximately $
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 13 – SEGMENT REPORTING
During the three and six months ended September 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-14 |
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 periods ended September 30, 2026, and September 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. | |
| ● | Meduvo: California only (California-based) non-sterile compounding for specialized therapies; providers and patients needing access beyond retail chains. | |
| ● | Zoolzy: Wholesale distributor of active pharmaceutical ingredients and finished FDA-approved prescription products. | |
| ● | 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 summarize revenue, cost of goods sold and gross profit for the three and six months ended September 30, 2026, and 2025:
| Three months ended September 30 | Six months ended September 30 | |||||||||||||||||||||||||||||||
| Amounts in dollars | 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||
| Revenue | 7,299,557 | 9,050,626 | (1,751,069 | ) | (19.3 | %) | 16,325,336 | 17,810,816 | (1,485,480 | ) | (8.3 | %) | ||||||||||||||||||||
| Cost of goods sold | 2,237,324 | 2,326,643 | (89,319 | ) | (3.8 | %) | 4,987,834 | 4,996,058 | (8,224 | ) | (0.2 | %) | ||||||||||||||||||||
| Gross Profit | 5,062,233 | 6,723,983 | (1,661,750 | ) | (24.7 | %) | 11,337,502 | 12,814,758 | (1,477,256 | ) | (11.5 | %) | ||||||||||||||||||||
For the six months ended September 30, 2026, revenue was $16,325,336, compared with $17,810,816 for the same period in 2025, a decrease of $1,485,480, or 8.3%. Gross profit was $11,337,502, compared with $12,814,758, and gross margin decreased to 69.4% from 71.9%.
For the three months ended September 30, 2026, revenue was $7,299,557, compared with $9,050,626 for the same period in 2025, a decrease of $1,751,069, or 19.3%. Gross profit decreased to $5,062,233 from $6,723,983, and gross margin decreased to 69.3% from 74.3%.
Revenue decreased approximately 19% compared with the corresponding prior-year period, reflecting the migration of Peaks Curative to PeakNow.com, the transition of operations to the Company’s new technology platform, emedical.health, and seasonal fluctuations in demand. These operational transitions affected revenue-generating activities during the period as the Company implemented its new systems and workflows. The emedical.health platform supports billing, financial reporting, customer integration, and customer relationship management across the Company’s health and wellness operations. Qualifying development costs associated with this platform were capitalized as internal-use software, as discussed in Note 6.
Operating Expenses
| Three months ended September 30 | Six months ended September 30 | |||||||||||||||||||||||||||||||
| Amounts in dollars | 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||
| Salaries Expense | 2,885,814 | 4,049,997 | (1,164,183 | ) | (28.7 | %) | 6,103,015 | 7,851,113 | (1,748,098 | ) | (22.3 | %) | ||||||||||||||||||||
| General and administrative expenses | 889,925 | 852,712 | 37,213 | 4.4 | % | 1,939,957 | 1,832,883 | 107,074 | 5.8 | % | ||||||||||||||||||||||
| Advertising & marketing | 247,693 | 740,026 | (492,333 | ) | (66.5 | %) | 1,097,697 | 1,373,952 | (276,255 | ) | (20.1 | %) | ||||||||||||||||||||
| Bank charges | 256,365 | 219,667 | 36,698 | 16.7 | % | 519,271 | 475,009 | 44,262 | 9.3 | % | ||||||||||||||||||||||
| Legal & Professional Fees | 47,897 | 9,001 | 38,896 | 432.1 | % | 179,809 | 82,120 | 97,689 | 119.0 | % | ||||||||||||||||||||||
| Insurance | 33,382 | 42,252 | (8,870 | ) | (21.0 | %) | 66,953 | 86,545 | (19,592 | ) | (22.6 | %) | ||||||||||||||||||||
| Lease Cost | 62,823 | - | 62,823 | N/A | 107,866 | - | 107,866 | N/A | ||||||||||||||||||||||||
| Depreciation and Amortization | 83,748 | 186,398 | (102,650 | ) | (55.1 | %) | 150,609 | 220,961 | (70,352 | ) | (31.8 | %) | ||||||||||||||||||||
| Utilities | 51,807 | 41,411 | 10,396 | 25.1 | % | 91,745 | 68,025 | 23,720 | 34.9 | % | ||||||||||||||||||||||
| Total Expenses | 4,559,454 | 6,141,464 | (1,582,010 | ) | (25.8 | %) | 10,256,922 | 11,990,608 | (1,733,686 | ) | (14.5 | %) | ||||||||||||||||||||
| Other Income/Expenses | ||||||||||||||||||||||||||||||||
| Dividend and interest income | 67,237 | 8,756 | 58,481 | 667.9 | % | 70,061 | 11,209 | 58,852 | 525.0 | % | ||||||||||||||||||||||
| Net realized gain on sale of investments | 157,454 | 145,558 | 11,896 | 8.2 | % | 522,991 | 227,144 | 295,847 | 130.2 | % | ||||||||||||||||||||||
| Unrealized Gain/Loss of fair value changes of investments | 397,964 | 216,358 | 181,606 | 83.9 | % | 417,338 | 351,674 | 65,664 | 18.7 | % | ||||||||||||||||||||||
| Other | (9,013 | ) | - | (9,013 | ) | N/A | - | - | - | N/A | ||||||||||||||||||||||
| Interest Expenses | (9,565 | ) | (7,294 | ) | (2,271 | ) | (31.1 | %) | (25,762 | ) | (11,566 | ) | (14,196 | ) | (122.7 | %) | ||||||||||||||||
| Net Income before taxes | 1,106,856 | 945,897 | 160,959 | 17.0 | % | 2,065,208 | 1,402,611 | 662,597 | 47.2 | % | ||||||||||||||||||||||
| Income Tax | 276,889 | - | 276,889 | N/A | 519,544 | - | 519,544 | N/A | ||||||||||||||||||||||||
| Net Income | 829,967 | 945,897 | (115,930 | ) | (12.3 | %) | 1,545,664 | 1,402,611 | 143,053 | 10.2 | % | |||||||||||||||||||||
| 4 |
Total operating expenses decreased to $4,559,454 from $6,141,464 for the three months ended September 30, 2026, and 2025, respectively, a decrease of 25.8%. For the six-month periods, operating expenses decreased to $10,256,922 from $11,990,608, or 14.5%.
Salaries expense decreased by $1,164,183, or 28.7%, to $2,885,814 during the three months ended September 30, 2026, compared with $4,049,997 during the same period in 2025. For the six months ended September 30, 2026, salaries expense was $6,103,015, compared with $7,851,113, a decrease of 22.3%. During the three months ended September 30, 2026, the Company capitalized $565,014 of internal-use software development costs, which were excluded from operating expenses and included in intangible assets.
General and administrative expenses increased to $889,925 for the three months ended September 30, 2026, from $852,712 for the same period in 2025, an increase of $37,213, or 4.4%. For the six months ended September 30, 2026, these expenses increased to $1,939,957 from $1,832,883 for the same period in 2025, an increase of $107,074, or 5.8%. These increases were consistent with management’s expectations and were not considered material. Management continues to monitor expenses and identify opportunities for cost savings.
Advertising and marketing expenses totaled $247,693 for the three months ended September 30, 2026, compared with $740,026 for the same period in 2025, a decrease of $492,333, or 66.5%. For the six months ended September 30, 2026, these expenses decreased to $1,097,697 from $1,373,952 for the same period in 2025, a decrease of $276,255, or 20.1%. These decreases reflected management’s planned reduction in advertising and marketing spending as part of its strategy and the domain transition at Peaks Curative.
Bank charges increased to $256,365 for the three months ended September 30, 2026, from $219,667 for the same period in 2025, an increase of $36,698, or 16.7%. For the six months ended September 30, 2026, bank charges increased to $519,271 from $475,009 for the same period in 2025, an increase of $44,262, or 9.3%. These increases were primarily attributable to a change in merchant processing providers, resulting in higher processing fees.
Legal and professional fees totaled $47,897 for the three months ended September 30, 2026, compared with $9,001 for the same period in 2025, an increase of $38,896, or 432.1%. For the six-month periods, these fees increased to $179,809 from $82,120, or 119.0%. The increase was primarily attributable to higher audit-related fees associated with the transition of audit firms.
Interest Expense
Interest expense totaled $9,565 for the three months ended September 30, 2026, compared with $7,294 for the same period in 2025, an increase of $2,271, or 31.1%. For the six-month periods, interest expense increased to $25,762 from $11,566, or 122.7%. The increase was attributable primarily to the use of margin as part of management’s investment strategy.
Consolidated net income was $829,967 for the three months ended September 30, 2026, compared with $945,897 for the same period in 2025, a decrease of $115,930, or 12.3%. For the six-month periods, consolidated net income was $1,545,664, compared with $1,402,611, an increase of $143,053, or 10.2%. The changes in net income related to the changes discussed in results of operations above. The income tax provision for the three and six months ended September 30, 2026 was $276,889 and $519,544, respectively, compared with no provision in the corresponding prior-year periods.
| 5 |
Assets, Liabilities and Stockholders’ Equity
| September 30, 2026 | March 31, 2026 | |||||||
| ASSETS | ||||||||
| Total Assets | 10,856,733 | 8,969,337 | ||||||
| Total Liabilities | 2,782,596 | 1,928,573 | ||||||
| Total Equity | 8,074,137 | 7,040,764 | ||||||
| Total Liabilities and Equity | 10,856,733 | 8,969,337 | ||||||
Total assets were $10,856,733 as of September 30, 2026, compared with $8,969,337 as of March 31, 2026, an increase of $1,887,396, or 21.0%. The increase reflected higher accounts receivable, intangible assets, right-of-use assets, equity securities, inventory, goodwill, and cash, partially offset by decreases in long-lived assets available for sale and deferred tax assets.
Total liabilities increased to $2,782,596 as of September 30, 2026, from $1,928,573 as of March 31, 2026, an increase of $854,023, or 44.3%. The increase reflected $377,158 in additional accounts payable, a $348,070 increase in total operating lease liabilities, and a $128,795 increase in accrued expenses and other payables. Total operating lease liabilities were $444,276 at September 30, 2026, including $158,559 classified as current and $285,717 classified as non-current. No loan borrowings were reported on the consolidated balance sheet at September 30, 2026.
Total equity including noncontrolling interest increased to $8,074,137 as of September 30, 2026, from $7,040,764 as of March 31, 2026, an increase of $1,033,373, or 14.7%. The increase primarily reflected consolidated net income of $1,545,664 for the six months ended September 30, 2026, partially offset by $512,292 used to repurchase common stock during the six-month period. The Company retired 4,934,723 common shares during that period, reducing common shares outstanding to 286,389,881 at September 30, 2026. Differences of $1 in the reconciliation reflect rounding to whole dollars.
Statement of cash flows for the six months ended September 30, 2026 and 2025
| 2026 | 2025 | |||||||
| Net cash provided by operating activities | 844,875 | 1,181,196 | ||||||
| Net cash used in investing activities | (120,078 | ) | (940,788 | ) | ||||
| Net cash used in financing activities | (512,292 | ) | (478,262 | ) | ||||
| Net increase (decrease) in cash and cash equivalents | 212,505 | (237,854 | ) | |||||
| Cash and cash equivalents at beginning of the period | 796,797 | 1,473,228 | ||||||
| Cash and cash equivalents at end of the period | 1,009,302 | 1,235,374 | ||||||
Cash Flow from Operating Activities
Net cash provided by operating activities was $844,875 for the six months ended September 30, 2026, compared with $1,181,196 for the prior-year period, a decrease of $336,321, or 28.5%. Operating cash flow reflected consolidated net income, including noncontrolling interests, adjusted for depreciation and amortization, deferred income tax expense, and realized and unrealized investment gains. Cash was used to fund increases of $641,618 in accounts receivable, $178,905 in inventory, and $10,298 in prepaid expenses and other current assets, net of acquisitions. These uses were partially offset by a $504,561 increase in accounts payable, accrued expenses and other payables and a $1,720 net lease liability adjustment.
| 6 |
Cash Flow from Investing Activities
Net cash used in investing activities was $120,078 for the six months ended September 30, 2026, compared with $940,788 for the prior-year period, a decrease of $820,710, or 87.2%. Proceeds from sales of investments of $6,593,326 exceeded investment purchases of $5,942,722 by $650,604. Additional inflows included $371,684 from the sale of long-lived assets. These inflows were offset by $448,671 used for acquisitions, net of cash acquired, and $693,695 used to purchase property and equipment and intangible assets.
Cash Flows from Financing Activities
Net cash used in financing activities was $512,292 for the six months ended September 30, 2026, compared with $478,262 for the prior-year period, an increase of $34,030, or 7.1%. Financing cash outflows in 2026 consisted entirely of common stock repurchases. The prior-year period included $283,024 in common stock repurchases and $195,238 in payments on loans and obligations. The $229,268 increase in cash used for repurchases was partially offset by the absence of loan and obligation payments in 2026. Overall, cash and cash equivalents increased by $212,505 during the six months ended September 30, 2026, from $796,797 to $1,009,302, compared with a decrease of $237,854 during the prior-year period.
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 September 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 September 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
| 7 |
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 September 30, 2026. The Company has not sold any equity securities since early 2023.
ISSUER REPURCHASES OF EQUITY SECURITIES
During the three months ended September 30, 2026, the Company repurchased and retired a total of 1,201,000 shares of its common stock for $120,100.
During the six months ended September 30, 2026, the Company repurchased and retired a total of 4,934,723 shares of its common stock for $512,292.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
None
ITEM 5. OTHER INFORMATION
None
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) |
| 8 |
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: November 9, 2026 | By: | /s/ Giorgio R. Saumat |
| Giorgio R. Saumat | ||
| Its: | CEO and Chairman of the Board | |
| Dated: November 9, 2026 | By: | /s/ Giorgio R Saumat |
| Giorgio R. Saumat, | ||
| Its: | CFO and Chairman of the Board | |
| 9 |