EX-99.2 3 ex99-2.htm EX-99.2

 

Exhibit 99.2

 

June 25th, 2025

 

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Symbol: ETST

Fiscal Year Ends: March 31st

 

Business Summary:

 

Earth Science Tech, Inc. 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, Peaks Curative, LLC (“Peaks”), Avenvi, LLC, Mister Meds, LLC, and Earth Science Foundation, Inc. Subsequent to the reporting period, the Company acquired 100% of Las Villas Health Care, Inc., DOConsultations, LLC, and an 80% interest in MagneChef.

 

Executives: Board Of Directors:
  Giorgio R. Saumat - CEO   Giorgio R. Saumat - Chairman
  Mario G. Tabraue - COO   Mario G. Tabraue - Director
  Ernesto L. Flores - CFO / Treasurer   Yovan Sanchez - Director
  Christopher Rose - CTO   Jeff P.H. Cazeau, JD - Independent Director
  Victoria Losada - Secretary   Emiliano Curia, MD - Independent Director
        Ernesto L. Flores - Director
Audit Committee:   Victoria Losada - Director
  Jeff P.H. Cazeau - Chairman      
  Emiliano Curia, MD      
  Ernesto L. Flores Auditing Firm:
        Stephano Slack, LLC
Compensation Committee:   125 Strafford Avenue, Suite 200
  Ernesto L. Flores - Chairman   Wayne, Pennsylvania 19087
  Victoria Losada      
  Emiliano Curia, MD Securities Counsel:
          Carl P. Rano, Esq.
Contact Information:     2733 East Vista Drive
  Giorgio R. Saumat     Phoenix, Arizona 85032
    CEO and Chairman of the Board      
      Transfer Agent:
    8950 SW 74th CT     Continental Stock Transfer and Trust
    Suite 1401     1 State Street, 30th Floor
    Miami, FL 33156     New York, New York 10004-1561
           
    (305) 724-5684 Website:
    [email protected]     http://www.EarthScienceTech.Com

 

 
June 25th, 2025

 

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Safe Harbor

 

Forward-Looking Statements. Except for historical information, the matters discussed herein may be considered “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended.

 

Such statements include declarations regarding the intent, belief or current expectations of the Company and its management, including, without limitation, future-oriented statements related to cash flow, gross margins, revenues, and expenses. These statements are based on and reflect our current expectations, estimates, assumptions and/or projections, our perception of historical trends and current conditions, as well as other factors that we believe are appropriate and reasonable under the circumstances. Forward-looking statements generally can be identified by the fact that they do not relate strictly to historical or current facts. They may include forward-looking words such as “expect,” “expectation,” “believe,” “anticipate,” “may,” “could,” “intend,” “belief,” “plan,” “estimate,” “target,” “predict,” “likely,” “seek,” “project,” “model,” “ongoing,” “will,” “should,” “forecast,” “outlook” or similar terminology. Forward-looking statements are subject to a number of risks and uncertainties that may cause the Company’s actual results to differ materially from our intent, belief or current expectations, including, inter alia, the markets for the Company’s products and services, costs of goods and services, other expenses, government regulations, litigations, and general business conditions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

 

 
June 25th, 2025

 

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Brief History

 

Founded on April 23, 2010, the company faced major challenges, including a $4 million judgment in the CBD sector that led to receivership. In a bid to recover, it acquired two small businesses—RxCompoundStore.com (RXCS) and Peaks Curative (PEAKS)—from Mario Guillermo Tabraue, now COO, via a debt note.

 

To exit receivership, the company needed funding and a repayment plan. Tabraue turned to longtime friend Giorgio R. Saumat, who offered a $350,000 convertible note. However, the company struggled under its debt and was near bankruptcy by September 2022.

 

On September 30, after a critical conversation, Saumat agreed to step in under strict terms: full control of Series B Preferred Stock, conversion of all partner debts to equity, direct negotiations with creditors, and appointment as Chairman. Tabraue agreed, and within a week, Saumat had secured most outstanding debt and converted it into equity.

 

From late 2022 into 2023, Saumat and Tabraue focused on building RXCS and relaunching PEAKS. Saumat became CEO in February 2023, and by mid-year, the company saw strong growth, expanded operations, and cleared all debt by December.

 

In 2024, RXCS and PEAKS thrived, and on October 1, the company acquired Mister Meds and Avenvi to further boost value. Subsequent to the reporting period, in April, 2025, the Company acquired 100% of Las Villas Health Care, Inc., DOConsultations, LLC, and an 80% interest in MagneChef.

 

 
June 25th, 2025

 

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Capital Structure

 

As of:  12/31/2023   03/31/2024   06/30/2024   09/30/2024   12/31/2024   03/31/2025 
Authorized   750,000,000    350,000,000    350,000,000    350,000,000    350,000,000    350,000,000 
Outstanding   314,850,730    309,981,819    309,050,711    303,635,893    302,664,571    295,347,903 
Float   31,944,230    37,634,230    38,071,051    36,796,263    36,440,296    36,440,296 

 

As of June 20th, 2025: O/S Shares: 294,297,607 Float: 35,390,000

 

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Subsidiaries

 

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RxCompoundStore.Com, 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.

 

 

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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.

 

 

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June 25th, 2025

 

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.

 

 

DOConsultation 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.

 

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Las 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.

 

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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.

 

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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.

 

Earth Science

Foundation

 

Earth Science Foundation Inc. 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.

 

 
June 25th, 2025

 

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Financial Performance

 

Annual Revenue (In Millions)

 

Period ended:  3/31/2023   3/31/2024   3/31/2025 
   .04    11.95    33.11 

 

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June 25th, 2025

 

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Annual Gross Profit (In Millions)

 

Period ended:  3/31/2023   3/31/2024   3/31/2025 
   .02    7.82    24.3 

 

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June 25th, 2025

 

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Annual Total Assets (In Millions)

 

Period ended:  3/31/2023   3/31/2024   3/31/2025 
    2.72    3.88    7.06 

 

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June 25th, 2025

 

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Annual Stockholders’ Equity (In Millions)

 

Period ended:  3/31/2023   3/31/2024   3/31/2025 
    1.11    2.24    3.85 

 

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June 25th, 2025

 

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Annual Cash (In Millions)

 

Period ended:  3/31/2023   3/31/2024   3/31/2025 
   0.035    0.69    1.47 

 

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June 25th, 2025

 

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Annual Employee Count Across All Subsidiaries

 

Period ended:  3/31/2023   3/31/2024   03/31/2025 
    13    36    76 

 

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June 25th, 2025

 

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Projections (In Millions)

 

FY Ending: 

3/31/2023

(Actual)

  

3/31/2024

(Actual)

  

3/31/2025

(Actual)

 
Revenue*   0.048*   11.953*   33.11*
Cash/Equivalents*   0.0313*   0.0316*   2.17*
Cash(Equiv)/Share  $0.000   $0.000   $0.007**
EPS  $-0.003   $.003   $0.011**
P/E Ratio   0    22.33    13.64**

*In Millions

**Based on Current Price of $0.15 & Current O/S Count of 294,297,607 shares

 

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June 25th, 2025

 

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*Based on Current O/S Count of 294,297,607 shares

 

 
June 25th, 2025

 

 

*Based on Current Price of $0.12 & Current O/S Count of 294,297,607 shares

 

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*Based on Current Price of $0.12 & Current O/S Count of 294,297,607 shares

 

 
June 25th, 2025

 

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Notable Events

 

Date   News/Disclosure
     
05/06/2025   8-K: ETST Shares Annual Letter From The CEO
     
04/07/2025   8-K: ETST Completes Acquisitions and engages new Audit Firm
     
03/19/2025   8-K: ETST Extends Employment Agreement with CFO and CTO
     
03/11/2025   8-K: ETST Amends Acquisition Agreement for Las Villas Healthcare, LLC and DOConsultations.Com, LLC
     
02/14/2025   10-Q: ETST Files 3rd Quarter Earnings Report (Unaudited)
     
02/04/2025   8-K: ETST Agrees to Acquire Las Villas Healthcare, LLC; DOConsultaions.Com, LLC and Magnefuse, LLC
     
12/30/2024   8-K: ETST Expands Board of Directors to 7 Members, Creates Compensation Committee and Renegotiates Executive Compensation for CEO and COO
     
11/14/2024   10-Q: ETST Files 2nd Quarter Earnings Report (Unaudited)
     
10/07/2024   8-K: ETST Acquires Avenvi, LLC, Mister Meds, LLC and Zoolzy.Com
     
07/29/2024   10-Q: ETST Files 1st Quarter Earnings Report (Unaudited)
     
06/28/2024   10-K: ETST Files FY Ending March 31st, 2024 Annual Report (Audited)
     
04/29/2024   8-K: ETST Shares Annual Letter From The CEO
     
04/19/2024   8-K: ETST Hires Chief Technology Officer (CTO)
     
03/05/2024   8-K: ETST Hires New Chief Financial Officer (CFO)
     
02/21/2024   8-K: ETST Engages New Auditor - Assurance Dimensions
     
02/20/2024   8-K: ETST Files 3rd Quarter Earnings Report (Unaudited)
     
01/29/2024   8-K: ETST Board of Directors Authorizes $5 Million Share Repurchase Program
     
01/09/2024   8-K: ETST Reduces Authorized Share Count
     
11/13/2023   8-K: ETST Files 2nd Quarter Earnings Report (Unaudited)
     
11/08/2023   8-K: ETST Expands Board of Directors to 5 Members
     
08/09/2023   8-K: ETST Launches DocProtocol.Com
     
07/27/2023   8-K: ETST Files 1st Quarter Earnings Report (Unaudited)
     
06/20/2023   8-K: ETST Files FY Ending March 31st, 2023 Annual Report (Audited)
     
02/10/2023   10-Q: ETST Files 3rd Quarter Earning Report (Unaudited)
     
11/14/2022   10-Q: ETST Files 2nd Quarter Earnings Report (Unaudited)
     
11/08/2022   8-K: ETST Completes Acquisition of RxCompoundStore.Com and Peaks Curative
     
10/28/2022   8-K: ETST Settles Debt, Giorgio R. Saumat Acquires 100% of Series B Preferred Stock
     
08/15/2022   10-Q: ETST Files 1st Quarter Earnings Report (Unaudited)