UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended March 31, 2025

OR

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

Commission File No. 000-55000

EARTH SCIENCE TECH, INC.

(Exact name of registrant as specified in its charter)

8950 SW 74^th CT

Suite 1401

Miami, FL 33156, USA

(Address of principal executive offices, zip code)

(305) 724-5684

(Registrant’s telephone number, including area code)

8950 SW 74^th CT

Suite 101

Miami, FL 33156, USA

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

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

Securities registered pursuant to Section 12(b) of the Act: None

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

Yes ☐ No ☒

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

Yes ☒ No ☐

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

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

Yes ☒ No ☐

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Registrant’s most recently completed fiscal year (March 31, 2025) was approximately $36,918,487.88

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

Yes ☐ No ☒

The number of shares of Common Stock, $0.001 par value, outstanding on June 11^th, 2025, was 294,297,607.

APPLICABLE ONLY TO CORPORATE ISSUERS

TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION

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

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

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

FORWARD LOOKING STATEMENTS

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

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

PART I

ITEM 1. BUSINESS

BUSINESS BACKGROUND AND OVERVIEW

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. As of November 8, 2022, ETST operates as a strategic holding company, focused on value creation through the acquisition, operational optimization, and management of its operating businesses. The Company’s current operations include compounding pharmaceuticals, telemedicine and real estate development through its wholly owned subsidiaries: RxCompoundStore.com, LLC (“RxCompound”), Peaks Curative, LLC (“Peaks”), Avenvi, LLC (“Avenvi”), Mister Meds, LLC (“Mister Meds”), and Earth Science Foundation, Inc. (“ESF”). Subsequent to the reporting period, the Company acquired 100% of Las Villas Health Care, Inc. (“Villas”), DOConsultations, LLC (“DOC”), and an 80% interest in MagneChef (“Magne”).

RxCompound, based in Miami, Florida, is a fully licensed compounding pharmacy authorized to fulfill prescriptions in the following states and territories: Arizona, Colorado, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Maine, Maryland, Minnesota, Missouri, Nevada, New Jersey, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, Rhode Island, Utah, Wisconsin and Puerto Rico. RxCompound is actively pursuing licensure in the remaining U.S. states.

Peaks is a telemedicine referral platform offering asynchronous consultations for Peaks-branded compounded medications prepared at RxCompound and Mister Meds. The platform operates in states where either pharmacy is licensed. Through the development of its own healthcare provider network, MyOnlineConsultation.com, and ongoing licensure expansion for both pharmacies, Peaks aims to offer services nationwide. In addition, the company has recently expanded into the veterinary market through the acquisition of Zoolzy.com.

Avenvi is a 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 $5 million share repurchase program.

Mister Meds, acquired on October 1, 2024, is in Abilene, Texas. The pharmacy received full compounding licensure in March 2025. It operates out of a 5,000 sq. ft. facility owned by Avenvi and includes advanced sterile compounding capabilities with both positive and negative pressure environments, as well as hazardous drug handling. Mister Meds is currently applying for licensure in states not yet serviced by RxCompound.

ESF, a 501(c)(3) nonprofit organization incorporated on February 11, 2019, is the charitable arm of ETST. ESF accepts grants and donations to assist individuals who need financial support for prescription costs at both RxCompound and Mister Meds.

Villas is a brick-and-mortar healthcare facility dedicated to the Spanish speaking community. Our expert-led services include advanced sexual health treatments, and customized solutions to enhance physical performance. We combine compassionate, personalized care with clear, trustworthy education—empowering you to take control of your health with confidence.

DOC was born with a passion to modernize the availability and delivery of home therapies. DOConsultations providers tailor a medication plan around your health and wellness goals and follow up with our patients to ensure results, while our partner pharmacies conveniently ship directly to your door.

MagneChef is a 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.

Current Operations

CORPORATE STRATEGY

The company is a holding company focused on value creation through the acquisition, operational optimization, and management of its operating businesses. The Company’s areas of focus include pharmaceutical compounding, telemedicine, real estate development, and direct to consumer products.

The Company’s strategic approach centers on resource integration across its subsidiaries to create operational efficiencies. Through its subsidiaries RxCompound and Mister Meds, the Company operates licensed compounding pharmacies offering both sterile and non-sterile preparations. These services are supported by Peaks and DOC, which facilitate asynchronous telemedicine consultations and prescription generation across the Company’s operating footprint. As of the date of this filing, the Company is pursuing additional licensure to expand pharmacy and telehealth operations nationwide.

In parallel, the Company is engaged in the development and management of real estate assets through Avenvi. Avenvi’s operations provide infrastructure support to ETST’s pharmacies and facilitate real estate-related and other investment strategies, including the management of the Company’s share repurchase program. Additionally, Avenvi provides turnkey development and financing solutions to property buyers.

The Company continues to diversify its holdings through strategic acquisitions. During the reporting period and subsequent thereto, the Company acquired 100% of Villas, which provides specialized wellness services including sexual health treatments tailored to the Spanish-speaking market, and 80% of Magne, a consumer brand focused on patented direct-to-consumer products. These acquisitions are intended to diversify ETST’s presence in targeted demographic and product segments.

The Company’s nonprofit subsidiary, Earth Science Foundation, Inc. (“ESF”), supports access to prescription medications through donation-based programs that help subsidize prescription costs for qualifying patients.

PRODUCT REGULATION

The Company’s operations are subject to extensive federal, state, and local laws and regulations governing the compounding, distribution, and delivery of pharmaceutical products, as well as the provision of telemedicine services and sale of consumer goods.

Pharmacy Regulation

RxCompound and Mister Meds operate as licensed compounding pharmacies and are regulated by the state boards of pharmacy in each jurisdiction in which they are authorized to dispense medications. These pharmacies are also subject to applicable provisions of the Federal Food, Drug, and Cosmetic Act, including those governing drug compounding as outlined in Sections 503A. The pharmacies compound both sterile and non-sterile medications in accordance with the United States Pharmacopeia (USP) chapters <795>, <797>, and <800>, where applicable. Additional oversight may include inspections by state regulatory authorities and compliance with the Drug Enforcement Administration (DEA) for handling controlled substances, where applicable

Telemedicine Regulation

Peaks, Las Villas and DOConsultations operate as telemedicine platforms facilitating synchronous and asynchronous consultations between patients and licensed healthcare providers. These services are governed by applicable state telehealth laws, including licensure requirements for providers, prescribing regulations, patient consent protocols, and electronic privacy and security mandates under the Health Insurance Portability and Accountability Act (HIPAA). The Company actively monitors state-level regulatory developments to ensure continued compliance as it expands its network of providers and service coverage.

Nonprofit Prescription Assistance

Earth Science Foundation, Inc. (ESF) operates as a 501(c)(3) nonprofit organization and complies with IRS guidelines for charitable entities. ESF provides financial assistance for prescriptions filled at the Company’s affiliated pharmacies, and such assistance is provided in accordance with applicable anti-kickback and charitable contribution regulations.

Consumer Product Regulation

MagneChef-branded products are consumer goods subject to regulation by the Consumer Product Safety Commission (CPSC), as well as applicable product labeling, safety, and advertising requirements. The Company monitors relevant regulatory updates to ensure MagneChef-branded products continue to meet applicable safety standards, including those concerning heat resistance and material safety.

The Company maintains internal compliance protocols and engages legal and regulatory consultants as needed to ensure adherence to applicable laws and industry standards across all subsidiaries and operating areas.

Marketing

The Company’s marketing strategy is designed to support the growth of its pharmaceutical, telehealth, real estate, and consumer product operations. Marketing activities are conducted through a combination of digital advertising, strategic partnerships, professional referrals, and internal cross-brand promotion.

Pharmacy and Telehealth Services

Marketing for RxCompound, Mister Meds, Peaks, and DOConsultations target licensed healthcare providers, prospective patients, and affiliated businesses. These efforts include direct-to-consumer (DTC) outreach through digital channels such as search engine optimization (SEO), email marketing, and social media advertising. Additionally, the Company develops partnerships with fitness centers, wellness clinics, and medical offices to promote its compounded medications and asynchronous telehealth consultations.

Real Estate Services

Avenvi’s marketing initiatives are centered around its turnkey development services and financing capabilities. Marketing is conducted through industry relationships and project-specific campaigns designed to attract buyers for its properties.

Consumer Products

MagneChef products are marketed directly to consumers through online marketplaces, brand-specific e-commerce channels, and social media platforms. The Company employs influencers, video content, and paid media to promote product features and patented innovations. Marketing efforts highlight the safety, durability, and functional design of the products, with a focus on high-heat cooking, grilling, and professional kitchen use.

The Company adheres to all applicable advertising regulations across its marketing channels, including those governing the promotion of health-related products and services. Marketing compliance is reviewed internally and through third-party consultants to reduce regulatory risk and ensure alignment with corporate messaging.

COMPETITION

The Company operates in multiple sectors and faces competition from a variety of companies, ranging from large, established organizations to smaller, specialized service providers.

Compounding Pharmacies

RxCompound and Mister Meds compete with other compounding pharmacies, including regional and national operators offering both sterile and non-sterile formulations. Competitive factors in this segment include licensure coverage, quality assurance standards, turnaround times, customer service, pricing, and the ability to produce customized formulations. The market is highly regulated, and compliance with USP <795>, <797>, and <800>, where applicable, standards are a key differentiator. The Company believes its growing licensure footprint, investment in advanced compounding infrastructure, and integration with affiliated telehealth platforms provide a competitive advantage.

Telemedicine Services

Peaks and DOC operate in a rapidly evolving and highly competitive telehealth market. Key competitors include national telehealth platforms, vertically integrated pharmacy services, and digital health startups offering asynchronous or synchronous care. Competitive factors include platform accessibility, provider availability, regulatory compliance, pricing, and brand reputation. The Companies differentiate themselves by offering proprietary compounded medications.

Real Estate Development and Investment

Avenvi operates in the real estate development and investment sector, which is highly competitive and influenced by market cycles, interest rates, and geographic demand. Avenvi competes with local and national developers, institutional investors, and private equity firms. Competitive advantages include Avenvi’s ability to manage both project development and investment oversight in-house.

Consumer Products

MagneChef competes with established brands in the kitchen and grilling accessory market, including companies with significant brand recognition, marketing budgets, and retail distribution. The Company competes based on innovation, product safety, and durability. The MagneChef product line is distinguished by its patented magnetic release mechanism and high-heat protection features.

Across all business segments, the Company’s ability to compete effectively depends on its continued investment in operational scalability, regulatory compliance, customer service, and innovation. The Company expects competitive pressures to intensify as regulatory frameworks evolve, and new market entrants emerge.

EMPLOYEES

As of March 31, 2025, the Company has 76 employees. None of our employees are represented by a union or covered by a collective bargaining agreement. We have not experienced any work stoppages, and we consider our relationship with our employees to be good.

ITEM 1A. RISK FACTORS

A description of the risks and uncertainties associated with our business and ownership of our Class A common stock is set forth below. You should carefully consider the risks described below, as well as the other information in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The occurrence of any of the events or developments described below could materially and adversely affect our business, financial condition, results of operations, and growth prospects. In such an event, the market price of our Class A common stock could decline. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. This Annual Report on Form 10-K also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below. See “Cautionary Note Regarding Forward-Looking Statements.”

Summary of Principal Risk Factors

Risks Related to Peaks, RxCompound, Mister Meds Business, DOC, and Villas

Our limited operating history and evolving business model make it difficult to evaluate our current performance or predict our future results. Because we are a relatively young company with a developing business model, investors may have limited information on which to base an investment decision. As we continue to grow and expand into new markets and offerings, our prospects must be considered in light of the risks and uncertainties associated with a developing company in a rapidly evolving industry.

If we are unable to expand the scope of our offerings, our business and financial results may suffer. Our ability to grow depends on expanding the number and types of products and services we offer, increasing the number and quality of healthcare providers on our platform, and broadening the range of treatable conditions. If we fail to do so, our ability to attract and retain customers, generate revenue, and compete effectively may be materially and adversely affected.

Failure to attract and retain customers may materially harm our business. Our growth depends on acquiring and retaining customers through marketing efforts and platform engagement. If our marketing strategies fail to generate sufficient awareness or demand, or if changes in privacy, healthcare, or marketing regulations limit our outreach, our revenue and overall performance could be negatively impacted.

Misuse or mismanagement of social media and influencer marketing may expose us to reputational and regulatory risk. While social media and celebrity influencers can enhance brand recognition, any misuse, inappropriate associations, or failure to comply with advertising regulations could lead to reputational damage, customer loss, and potential fines or penalties.

Our brand is integral to our competitive position, and any deterioration in brand equity could harm our business. We rely heavily on brand strength to differentiate ourselves in the market. If we fail to effectively promote, protect, or maintain our brand, our reputation could suffer, negatively impacting customer acquisition, retention, and partnership opportunities.

If our offerings fail to achieve or maintain market acceptance, our financial performance could be adversely affected. Failure to meet customer expectations or differentiate our services from competitors could result in slower growth, lower revenue, and reduce investor confidence.

We operate in a nascent and rapidly evolving market that may be difficult to predict. Our core business model, particularly through Peaks, DOC, and Villas, operates in emerging areas of telehealth and wellness. The competitive landscape is dynamic and includes risks related to regulatory changes, industry consolidation, and shifts in consumer behavior, all of which may affect demand forecasting and business planning.

Technological innovations and alternative solutions may reduce demand for our services. Advancements in digital health, diagnostics, or pharmaceutical therapies could render our offerings less attractive or obsolete, affecting customer retention and revenue.

We face competition from larger, better-capitalized companies. Many of our competitors include large healthcare systems, retail pharmacies, and pharmaceutical manufacturers with greater brand recognition, operational scale, and financial resources, which may limit our ability to compete effectively.

The conduct of affiliated healthcare providers may expose us to liability and reputational harm. Our reputation and legal standing may be affected by the actions of healthcare professionals affiliated with Peaks, DOC, Villas, RxCompound, or Mister Meds. Any unethical or noncompliant conduct may result in legal exposure or loss of trust in our platform.

Poor customer support may damage our reputation and financial performance. A failure to provide effective support to patients and providers may lead to dissatisfaction, complaints, and erosion of customer loyalty, which could impair our competitive position and revenue.

Acquisitions and strategic investments could fail to deliver expected benefits and may introduce additional risks. We may pursue acquisitions or strategic partnerships to accelerate growth, but such transactions carry risks related to integration, unforeseen liabilities, operational disruption, and dilution to existing shareholders.

Macroeconomic conditions may negatively affect demand for our services. Economic downturns, inflation, or disruptions in the healthcare or real estate markets may reduce consumer spending or investor confidence, thereby impacting our financial performance.

Our mobile experience is critical to user engagement and retention. A significant portion of users interact with our platform via mobile devices. Any issues with mobile functionality, performance, or compatibility may impair our ability to retain and grow our customer base.

We rely on uninterrupted internet and mobile network access to operate our platform. Any outages or interruptions in internet or cellular connectivity could disrupt service availability, reduce customer satisfaction, and harm our reputation. Failures, delays, or breaches by these vendors may impair our ability to provide services, fulfill prescriptions, or maintain operational continuity.

Supply chain disruptions could affect product availability and customer satisfaction. Delays or shortages in the supply of pharmaceutical ingredients, packaging, or delivery services could affect our ability to meet demand and damage our brand.

Pharmacy operations are subject to complex healthcare regulations and heightened compliance risk. RxCompound and Mister Meds must adhere to a wide array of state and federal pharmacy regulations, including those beyond telehealth services. Noncompliance could result in fines, license suspensions, or legal action.

We rely on third-party payment processors and must comply with evolving payment regulations. Any failure in payment processing systems or regulatory compliance could interrupt transactions, harm user experience, and reduce revenue.

Inaccurate or ineffective pricing strategies could hinder our competitiveness. If our pricing does not reflect market dynamics or customer expectations, we may face reduced demand, margin compression, or lost opportunities for partnership growth.

Our business depends on the leadership team’s continuity and expertise. The loss of key executives or inability to recruit experienced leadership could impair our ability to execute on strategy and manage daily operations effectively.

Our growth relies on attracting and retaining skilled employees. An inability to hire or retain qualified personnel may constrain our innovation capacity, operational execution, and scalability.

We rely on centralized inventory locations for order fulfillment. Our inventory is currently housed at RxCompound’s facility in Miami, Florida and Mister Meds’ facility in Abilene, Texas. A disruption, natural disaster, or facility damage at either site could materially impair our ability to fulfill orders and meet customer expectations.

Risks Related to Avenvi Business

Market volatility could affect asset values and returns. Avenvi’s real estate assets are influenced by macroeconomic factors such as inflation, interest rates, and regional market conditions. A downturn could lead to reduced valuations, delayed projects, and lower development returns.

Development projects carry execution and cost risks. Delays, cost overruns, zoning or environmental issues, and changing market demand may affect the success and profitability of Avenvi’s development projects.

Limited access to financing could constrain Avenvi’s growth. Avenvi’s ability to pursue and complete development projects depends on access to capital and credit. Rising interest rates or unfavorable lending terms may limit its ability to fund future activities.

Avenvi’s performance is closely tied to ETST’s strategic direction. As Avenvi manages investments for Earth Science Tech, Inc., changes in ETST’s strategic priorities or liquidity—such as decisions surrounding the $5 million share repurchase program—may affect Avenvi’s operations and outcomes.

Regulatory compliance burdens may increase costs or delay projects. Avenvi’s operations are subject to various zoning, disclosure, tax, and environmental regulations. Changes in these laws may increase compliance costs or restrict development opportunities.

Shifts in demand may affect project success. Changes in real estate demand—particularly due to economic trends or remote work—may reduce demand for Avenvi’s residential or commercial developments.

Reputational risks may result from underperformance or mismanagement. Failure to meet development expectations or mismanagement of capital—especially in relation to ETST’s resources—may result in reputational damage or increased scrutiny from shareholders and regulators.

Risks Related to MagneChef Consumer

We may be unable to protect our intellectual property rights, including those associated with Magne. The Magne product line depends on patented technologies and trademarked branding. Failure to enforce or maintain these rights may result in loss of exclusivity, brand dilution, or increased competition.

Product liability or safety issues related to Magne could result in reputational harm or legal exposure. If any Magne product is found to be defective, unsafe, or misused, we may face product recalls, regulatory inquiries, litigation, or consumer dissatisfaction that adversely impacts sales and brand equity.

Magne operates in a competitive consumer goods market with limited barriers to entry. Larger companies with established distribution, pricing power, or marketing budgets may limit our ability to gain or maintain market share.

Shifts in consumer behavior may impact demand for Magne products. Changes in household spending patterns, cooking trends, or consumer preferences could reduce demand and impact overall product performance.

Risks Related to Governmental Regulation

We are subject to extensive, complex, and evolving government regulations. Our operations—particularly those involving RxCompound, Mister Meds, Peaks, DOC, and Villas—are subject to a broad range of federal, state, and local regulations governing healthcare, pharmacy operations, telemedicine, and patient privacy. Failure to comply with these regulations could result in substantial penalties, operational restrictions, or reputational harm. Regulatory requirements may change without notice, potentially requiring significant expenditures to ensure compliance.

Noncompliance with federal or state healthcare laws could result in civil or criminal penalties. If any of our business practices are found to violate anti-kickback statutes, false claims laws, HIPAA, or other healthcare-related laws, we could face fines, exclusion from federal healthcare programs, or other enforcement actions that materially affect our operations.

Changes in healthcare policy and reimbursement structures could impact our business model. Modifications to federal or state healthcare programs, insurance coverage mandates, or telehealth reimbursement policies may affect customer access, demand for our services, or the financial viability of our offerings.

Our pharmacy operations are subject to heightened regulatory scrutiny. RxCompound and Mister Meds must comply with numerous state pharmacy board regulations, DEA requirements for controlled substances, and FDA rules for compounded medications. Any violation—whether intentional or inadvertent—could result in license suspension, fines, or criminal investigation.

Evolving telemedicine regulations create compliance uncertainty. As telehealth laws continue to evolve across jurisdictions, we must adapt to inconsistent requirements around prescribing, physician licensure, patient consent, and recordkeeping. Failure to keep pace with these changes may limit our geographic reach or lead to regulatory violations.

Privacy and data protection laws may impose additional burdens on our business. We are subject to HIPAA and other federal and state privacy laws governing the collection, storage, and transmission of personal health information. Breaches or noncompliance may result in fines, litigation, and loss of customer trust.

Future regulatory developments may increase compliance costs or restrict operations. Emerging policies—such as new FDA oversight of compounded drugs, increased scrutiny of health tech platforms, or restrictions on influencer marketing in healthcare—could materially affect how we conduct business.

Risks Related to Intellectual Property and Legal Proceedings

We may be unable to adequately protect our intellectual property rights. Our success depends in part on our ability to protect proprietary technologies, trademarks, trade secrets, and other intellectual property associated with our brands, including Magne. If we fail to adequately secure or enforce our rights, we may lose competitive advantages, experience brand dilution, or face increased competition.

Third parties may infringe on our intellectual property or challenge its validity. Unauthorized use or misappropriation of our intellectual property could harm our reputation and market position. In some cases, we may be forced to initiate costly and time-consuming legal proceedings to protect our rights or defend against infringement claims.

We may be subject to claims alleging intellectual property infringement. As we expand our offerings, there is a risk that third parties may allege that our technologies, branding, or marketing strategies infringe on their intellectual property rights. Even if such claims lack merit, they could lead to litigation, financial liabilities, or reputational damage.

Litigation or regulatory investigations could materially impact our operations. We may be involved in legal proceedings or regulatory actions in the normal course of business, including those related to employment practices, patient care, privacy violations, product liability, or contractual disputes. Any such proceedings could result in substantial costs, diversion of management attention, or adverse judgments.

We may not be adequately insured against certain legal risks. While we maintain liability and business insurance, coverage may be unavailable or insufficient for certain types of intellectual property claims, regulatory actions, or class-action lawsuits. This may result in out-of-pocket expenses that adversely affect our financial position.

Settlement obligations or adverse rulings could affect financial results. If we are required to settle a legal claim or if a court issues a judgment against us, we could face significant financial liabilities or operational restrictions, which may materially affect our business and results of operations.

Risks Related to the Company, Results of Operations, and Additional Capital Requirements

The Company has a history of net losses, anticipates increasing expenses in the future, and may not be able to maintain profitability.

The Company’s results of operations, as well as our key metrics, may fluctuate on a quarterly and annual basis, which may result in failure to meet the expectations of industry and securities analysts or its investors.

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

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

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

If the Company’s estimates or judgments relating to its significant accounting policies prove to be incorrect, the results of operations could be adversely affected.

Adverse tax laws or regulations could be enacted, or existing laws could be applied to the Company or to customers, which could subject us to additional tax liability and related interest and penalties, increase the costs of the Company’s offerings, and adversely impact our business.

Certain U.S. state tax authorities may assert the Company has a state nexus and seek to impose state and local income taxes which could harm the results of operations.

Risks Related to Ownership of the Company Securities

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

Our common stock is currently quoted only on the OTC Pink Marketplace, which may have an unfavorable impact on our stock price and liquidity.

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

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

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

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

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

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

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

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

ETST recognizes the growing importance of cybersecurity. The company employs a dedicated IT infrastructure department led by Chris Rose. The IT department assumes the primary responsibility for overseeing our cybersecurity risk exposure across the entire organization. This includes evaluating, assessing, and enhancing cybersecurity practices.

Initial Risk Assessment

ITEM 2. PROPERTY AND EQUIPMENT

The Company’s Subsidiaries RxCompound and Mister Meds use a variety of pharmaceutical compounding equipment in its operations. Most of the equipment used by the Company is owned outright by the Company, but the Company does lease certain equipment. The leases for such equipment contain terms that are customary in the industry in which the Company operates. On March 31, 2025, the Company had approximately $1,384,110 in property and equipment net.

ITEM 3. LEGAL PROCEEDINGS

From time to time, in the ordinary course of business, we may become involved in legal proceedings seeking monetary damages or other remedies. The ultimate outcome and potential liability, if any, arising from such matters cannot be predicted. As of the date hereof, there are no pending or, to our knowledge, threatened legal actions against us, our officers, or directors in their official capacities, or involving our properties, that, in the opinion of management, are likely to have a material adverse effect on our financial condition, results of operations, or cash flows.

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

PART II

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

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

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

HOLDERS

As of March 31, 2025, there were 209 beneficial holders of the Company’s common stock.

DIVIDENDS

We have not paid any dividends on our common stock since our inception.

The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions.

UNREGISTERED SALES OF SECURITIES

The Company did not sell any equity securities during the fiscal year ended March 31, 2025.

EQUITY COMPENSATION PLAN INFORMATION

The Company currently does not have an equity compensation plan in place.

COMMON STOCK

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

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

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

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

PREFERRED STOCK

On April 21, 2022, the Company’s Board of Directors adopted articles of incorporation in the state of Nevada authorizing, without further vote or action by the stockholders, the creation, out of the unissued shares of the Company’s preferred stock, $0.001 par value Series B Preferred Stock. The Board of Directors is authorized to establish, from the authorized and unissued shares of Preferred Stock, one or more classes or series of shares, to designate each such class and series, and fix the rights and preferences of each such class of Preferred Stock; which class or series shall have such voting powers, such preferences, relative, participating, optional or other special rights, and such qualifications, limitations or restrictions as shall be stated and expressed in the resolution or resolutions providing for the issuance of such class or series of Preferred Stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof. The articles of incorporation and designation authorize the issuance of 1,000,000 shares of Preferred Stock, of which 1,000,000 shares have been designated as Series B Preferred Stock, of which 1,000,000 shares of Series B are issued and outstanding as of March 31, 2025. Each issued and outstanding share of Series B Preferred Stock shall be entitled to the number of votes equal to the result of: (i) 1.5 multiplied by the addition sum of: (A) the number of shares of Common Stock issued and outstanding at the time of such vote; and (B) the number of votes in the aggregate of any outstanding shares of any class of preferred stock of the Corporation (other than the Series B Preferred Stock), if any, at the time of such vote; with such sum divided by (ii) the total number of shares of Series B Preferred Stock issued and outstanding at the time of such vote, at each meeting of shareholders of the Corporation with respect to any and all matters presented to the shareholders of the Corporation for their action or consideration, including the election of directors. Holders of Series B Preferred Stock shall vote together with the holders of Common Shares (and any other outstanding class of preferred stock of the Corporation (other than the Series B Preferred Stock), if any.

WARRANTS

The Company does not currently have any warrants issued or outstanding.

ISSUER REPURCHASES OF EQUITY SECURITIES

During the twelve months ended March 31, 2025, the Company repurchased 14,583,916 shares of its common stock for $1,465,837.70, in private transactions through Stock Purchase Agreements with certain shareholders. On June 26, 2024, the Company repurchased 914,108 shares from an investor at $0.1734 per share in cash. On July 10, 2024, the Company repurchased a total of 17,000 shares from two investors at $0.28 per share in cash. On July 30, 2024, the Company repurchased 1,500,000 shares from an investor at $0.13 per share in cash. On August 6, 2024, the Company repurchased 2,500,000 shares from an investor at $0.105 per share in cash. On August 26, 2024, the Company repurchased 70,000 shares from an investor at $0.105 per share in cash. On September 18, 2024, the Company repurchased 549,061 shares from an investor at $0.21 per share in cash. On October 3, 2024, the Company repurchased 500,000 shares from an investor at $0.11 per share in cash. On October 28, 2024, the Company repurchased 115,385 shares from an investor at $0.105 per share in cash. On November 15, 2024, the Company repurchased 355,967 shares from an investor at $0.1685 per share in cash. On January 10, 2025, the Company repurchased 2,500,000 shares from an investor at $0.06 per share in cash. These shares were cancelled. On January 13, 2025, the Company repurchased 1,500,000 shares from an investor at $0.06 per share in cash. On January 15, 2025, the Company repurchased 666,667 shares from an investor at $0.06 per share in cash. On January 15, 2025, the Company repurchased 333,334 shares from an investor at $0.06 per share in cash. These shares were cancelled. On January 15, 2025, the Company repurchased 266,667 shares from an investor at $0.06 per share in cash. On March 17, 2025, the Company repurchased 2,000,000 shares from an investor at $0.05 per share in cash. These shares were cancelled.

ISSUER CANCELLATION OF EQUITY SECURITIES

During the twelve months ended March 31, 2025, the Company cancelled 50,000 shares of its common stock through a Board Consent because the shares were not intended for use or benefit by the Company.

OPTIONS

The Company has not granted any options since its inception.

TRANSFER AGENT

The Company’s transfer agent is Continental Stock Transfer & Trust, Co., 1 State Street, 30th Floor, New York, NY 10004.

ITEM 6. SELECTED FINANCIAL DATA

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

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

The following discussion of our financial condition and results of operations for the years ended March 31, 2025, and March 31, 2024, should be read in conjunction with our consolidated financial statements and the notes to those statements that are included elsewhere in this Annual Report on Form 10-K. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements 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

The Company’s current operations include compounding pharmaceuticals, telemedicine and real estate development through its wholly owned subsidiaries: RxCompoundStore.com, LLC (“RxCompound”), Peaks Curative, LLC (“Peaks”), Avenvi, LLC (“Avenvi”), Mister Meds, LLC (“Mister Meds”), and Earth Science Foundation, Inc. (“ESF”). Subsequent to the reporting period, the Company acquired 100% of Las Villas Health Care, Inc. (“Villas”), DOConsultations, LLC (“DOC”), and an 80% interest in MagneChef (“Magne”).

RxCompound, based in Miami, Florida, is a fully licensed compounding pharmacy authorized to fulfill prescriptions in the following states and territories: Arizona, Colorado, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Maine, Maryland, Minnesota, Missouri, Nevada, New Jersey, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, Rhode Island, Utah, Wisconsin and Puerto Rico. RxCompound is actively pursuing licensure in the remaining U.S. states.

Peaks is a telemedicine referral platform offering asynchronous consultations for Peaks-branded compounded medications prepared at RxCompound and Mister Meds. The platform operates in states where either pharmacy is licensed. Through the development of its own healthcare provider network, MyOnlineConsultation.com, and ongoing licensure expansion for both pharmacies, Peaks aims to offer services nationwide.

Avenvi is a 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 $5 million share repurchase program.

Mister Meds, acquired on October 1, 2024, is in Abilene, Texas. The pharmacy received full compounding licensure in March 2025. It operates out of a 5,000 sq. ft. facility owned by Avenvi and includes advanced sterile compounding capabilities with both positive and negative pressure environments, as well as hazardous drug handling. Mister Meds is currently applying for licensure in states not yet serviced by RxCompound.

ESF, a 501(c)(3) nonprofit organization incorporated on February 11, 2019, is the charitable arm of ETST. ESF accepts grants and donations to assist individuals who need financial support for prescription costs at both RxCompound and Mister Meds.

Villas is a brick-and-mortar healthcare facility dedicated to the Spanish speaking community. Our expert-led services include advanced sexual health treatments, and customized solutions to enhance physical performance. We combine compassionate, personalized care with clear, trustworthy education — empowering you to take control of your health with confidence.

DOC was born with a passion to modernize the availability and delivery of home therapies. DOConsultations providers tailor a medication plan around your health and wellness goals and follow up with our patients to ensure results, while our partner pharmacies conveniently ship directly to your door.

MagneChef is a 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.

RESULTS OF OPERATIONS

The following tables set forth summarized cost of revenue information for the year ended March 31, 2025, and for the year ended March 31, 2024, respectively.

We had product sales of $33,117,624 and a gross profit of $24,300,136, representing a gross margin of 73% for the year ended March 31, 2025, compared with product sales of $11,953,635 and a gross profit of $7,828,496 representing a gross margin of 65% in year end March 31, 2024. The revenue increase in the year ended on March 31, 2025, compared with the year ended on March 31, 2024, is primarily due to an increase in the demand for compounded medications.

The Gross Margin increase is driven by the Company’s subsidiaries’ increased buying power, which provides the ability to negotiate better prices on raw active ingredient products.

For the year ended March 31, 2025, the Company had a net income of approximately $3,272,000 compared to a net income from continuing operations of approximately $812,000 for the year ended March 31, 2024.

OPERATING EXPENSES

Salaries expense increased from $4,358,917 for the year ended March 31, 2024, to $14,115,643 for the year ended March 31, 2025. The company has experienced significant growth and therefore the need to increase employee count to support operations and administration.

Selling, general and administrative expenses increased from $166,976 to $4,154,976, this increase was necessary and anticipated as the company experienced exponential growth.

Marketing expenses totaled $836,860 for the twelve months ended March 31, 2025, an increase of $811,577 from $25,283 for the twelve months ended March 31, 2024. This increase is primarily related to the Company promoting online sales through social media marketing and search engines.

Bank charges were $1,066,577, this is related to merchant fees, associated with the increase in sales.

Legal and professional fees totaled $305,932 for the twelve months ended March 31, 2025, a decrease of $1,468,250 from $1,774,182 for the prior period ended March 31, 2024. The decrease in legal and professional fees is due to reclassification of territory managers fees to the category of selling, general and administrative.

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

INTEREST EXPENSE

Interest expenses decreased to $21,189 in the Fiscal Year Ending March 31, 2025, compared with $67,207 in Fiscal Year Ending March 31, 2024.

INCOME TAX

Estimated taxes were calculated using the 2025 federal tax rate of 21%. We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine deferred tax assets and liabilities based on the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

NON-GAAP FINANCIAL MEASURES

We use Adjusted EBITDA internally to evaluate our performance and make financial and operational decisions that are presented in a manner that adjusts from their equivalent GAAP measures or that supplements the information provided by our GAAP measures. Adjusted EBITDA is defined by us as EBITDA (net income (loss) plus depreciation expense, amortization expense, interest and income tax expense, minus income tax benefit), further adjusted to exclude certain non-cash expenses and other adjustments as set forth below. We use Adjusted EBITDA because we believe it clearly highlights trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures, since Adjusted EBITDA eliminates from our results specific financial items that have less bearing on our core operating performance.

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

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

BALANCE SHEETS & CASH FLOWS STATEMENTS

A summary of our changes in cash flows & Statement of Financial Position for the years ended March 31, 2025, and 2024, is provided below:

The Company had $1,473,228 in Cash as of March 31, 2025, compared to $697,721 as of March 31, 2024.

The Company had $503,938 inventory and $129,064 in accounts receivable as of March 31, 2025, compared to $315,738 and $235,423 as of March 31, 2024.

Equity investments are reported at fair value, totaling $645,438.

The Company made two deposits on future acquisitions of Magnefuse, LLC, Las Villas Health Care, LLC and Doconsultation, LLC, in the amount of $280,000, and additionally the Company has prepaid its insurance for the year.

As of March 31, 2025, the Company made an additional purchase of equipment of approximately $1,200,000, to expand its operations.

The Company had $492,352 in Accounts Payable as of March 31, 2025, compared to $530,724 as of March 31, 2024.

Accrued expenses and other payables include approximately $1,800,000 in officer compensation, $150,000 payroll, $97,000 merchant accrual, $68,000 in credit card debt payable and approximately $88,000 income tax payable. Total current liabilities increased from $1,486,522 to $3,146,305.

Long term liabilities decreased from $145,509 to $69,305.

The Company had a Stockholders Equity of $3,851,111as of March 31, 2025, compared to $2,249,305 of Stockholders Equity as of March 31, 2024. This improvement is primarily due to net income of $3,253,635.

STATEMENT OF CASH FLOWS

CASH FLOWS FROM OPERATING ACTIVITIES

The Company’s net cash provided by operating activities was $4,372,390 for the twelve months ending March 31, 2025, and $1,206,241 for the twelve months ending March 31, 2024.

CASH FLOWS FROM INVESTING ACTIVITIES

During the twelve months ending March 31, 2025, and March 31, 2024, the Company used $1,881,350 in investing activities and $26,520, respectively.

CASH FLOWS FROM FINANCING ACTIVITIES

Net Cash used in financial activities during the twelve months ended March 31, 2025, was $1,715,533, primarily due to the repurchase of the Company’s stock.

During the Fiscal Year ending March 31, 2025, the Company repurchased $1,465,891 of its common stock, 14,633,916 shares were cancelled, and 1,045,296 were held in treasury as of March 31, 2025.

FUTURE FINANCING

The company does not anticipate needing any future financing.

STOCK BASED COMPENSATION

The Company did not issue any stock-based compensation during the fiscal year ended March 31, 2025.

RECENT ACCOUNTING PRONOUNCEMENTS

The company has assessed the impact of recent pronouncements on the preparation of Consolidated Financial Statements and their impact has been disclosed in note 2.

OFF- BALANCE SHEET ARRANGEMENTS

None.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

EARTH SCIENCE TECH, INC. AND SUBSIDIARIES

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Earth Science Tech, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Earth Science Tech, Inc. and its Subsidiaries (the Company) as of March 31, 2025, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended March 31, 2025, and the related consolidated notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and the results of its operations and its cash flows for year ended March 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

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

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

We did not identify any critical audit matters that need to be communicated.

/s/ Stephano Slack LLC (PCAOB ID # 003523)

We have served as the Company’s auditor since 2025.

Wayne, Pennsylvania

June 26, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Earth Science Tech, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Earth Science Tech, Inc. and its Subsidiaries (the Company) as of March 31, 2024, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended March 31, 2024, and the related consolidated notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024 and the results of its operations and its cash flows for year ended March 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

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

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

We did not identify any critical audit matters that need to be communicated.

(PCAOB ID 5036)

We have served as the Company’s auditor since 2024.

Margate, Florida

June 28, 2024

ASSURANCE DIMENSIONS, LLC

also d/b/a McNAMARA and ASSOCIATES, LLC

TAMPA BAY: 4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053

JACKSONVILLE: 4720 Salisbury Road, Suite 223 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053

ORLANDO: 1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053

SOUTH FLORIDA: 2000 Banks Road, Suite 218 | Margate, FL 33063 | Office: 754.800.3400 | Fax: 813.443.5053

www.assurancedimensions.com

“Assurance Dimensions” is the brand name under which Assurance Dimensions, LLC including its subsidiary McNamara and Associates, LLC (referred together as “AD LLC”) and AD Advisors, LLC (“AD Advisors”), provide professional services. AD LLC and AD Advisors practice as an alternative practice structure in accordance with the AICPA Code of Professional Conduct and applicable laws, regulations, and professional standards. AD LLC is a licensed independent CPA firm that provides attest services to its clients, and AD Advisors provide tax and business consulting services to their clients. AD Advisors, and its subsidiary entities are not licensed CPA firms.

EARTH SCIENCE TECH, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2025, AND 2024

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

EARTH SCIENCE TECH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR YEARS ENDED MARCH 31, 2025, AND 2024

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

EARTH SCIENCE TECH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR YEARS ENDING MARCH 31, 2025, AND 2024

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

EARTH SCIENCE TECH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR YEARS ENDED MARCH 31, 2025, AND 2024

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