Earth Science Tech, Inc. - Quarter Report: 2022 December (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended December 31, 2022

Commission file number: 000-55000

EARTH SCIENCE TECH, INC.

(Exact name of registrant as specified in its charter)

8950 SW 74^th CT

Suite 101

Miami, FL 33156

(Address of principal executive offices) (zip code)

(786) 375-7281

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

As of February 9, 2023, there were 256,695,496 Common and 1,000,000 Preferred shares of the registrant’s stock outstanding.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Earth Science Tech, Inc. & Subsidiaries

Consolidated Balance Sheets

Earth Science Tech, Inc. & Subsidiaries

Consolidated Statements of Operations

Earth Science Tech, Inc. & Subsidiaries

Consolidated Statements of Stockholders’ (Deficit) Equity

For Three Months Ended December 31, 2022 and 2021

Earth Science Tech, Inc. & Subsidiaries

Consolidated Statements of Cash Flows

EARTH SCIENCE TECH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

(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, subsequently changed to the State of Florida on June 27, 2022. As of November 8, 2022, the Company is a holding entity set to acquire companies with its current focus in the health and wellness industry. The Company is presently in compounding pharmaceuticals and telemedicine through its wholly owned subsidiaries RxCompoundStore.com, LLC. (“RxCompound”), Peaks Curative, LLC. (“Peaks”), and Earth Science Foundation, Inc. (“ESF”).

RxCompound is a compounding pharmacy that has historically focused on men’s health, specifically medical products directed at ED such as Tadalafil, and Sildenafil Citrate (the generic names for Cialis and Viagra, respectively) and longevity. Currently licensed to dispense in the state of Florida, New York, New Jersey, Delaware, Colorado, Rhode Island, and Arizona. RxCompound is in the application process to obtain licenses in the remaining states in which it is not yet licensed to dispense prescriptions. Furthermore, RxCompound recently obtained its hazardous room to compound hormonal creams within the month of December 2022 and is anticipated to have its sterile compounding room operational early 2023 to provide sterile products for injection.

Peaks is the telemedicine referral site facilitating asynchronous consultations for branded compound medications prepared at RxCompound. Peaks is currently positioned to prescribe to all 50 states utilizing Smart Doctors consultation services, but only able to fulfill prescriptions within RxCompound’s licensed states. Peaks will be able to fulfill more states as RxCompound obtains dispensing licenses in additional states. Patients who order Peaks via monthly subscription will be automatically enrolled into Peaks’ Loyalty Program. As a member of the loyalty program, members will receive credit to cover the costs on their Peaks facilitated online doctor consultations. The Peaks membership enrollment will occur automatically once becoming a monthly subscriber and automatically renewed at the time of the prescription renewal order. At the time of the renewal order, credits will be applied to cover the Peaks facilitated online doctor consultation.

Peaks’ strategy has been to launch the website within three phases to insure efficiency and proper performance. Peaks launched its first Phase, Phase I, in the month of June 2022, offering one product, Tadalafil in a gummy form within 3 different dosages and quantity offerings. After months of feedback, successful orders and refills, Peaks commenced its Phase II website upgrade. Phase II will enhance the patient experience as well as offering Tadalafil in the form of gummies and tablets (generic Cialis), and Sildenafil in the form of capsules and tablets (generic Viagra) all in three different dosages and quantity offerings. Once Phase II has been completed, Peaks plans to execute a marketing campaign within the RxCompound dispensing states to increase brand exposure and sales leading to Phase III. Phase III includes over the counter (“OTC”) (non-prescription) products such as supplements and topicals. The OTC products will be custom manufactured or fulfilled through partnered companies under Peaks brand and offered worldwide.

ESF is a favored entity of ETST, effectively being a non-profit organization that was incorporated on February 11, 2019, and is structured to accept grants and donations to help those in need of assistance in paying for prescription.

Note 2 — Summary of Significant Accounting Policies

Basis of presentation

The Company’s accounting policies used in the presentation of the accompanying consolidated financial statements conform to accounting principles generally accepted in the United States of America (“US GAAP”) and have been consistently applied.

Principles of consolidation

The accompanying consolidated financial statements include all the accounts of the Company and its wholly owned subsidiaries Peaks and ESF. The Company’s acquisition of RxCompound was consummated on November 8, 2022, along with Peaks; however, RxCompound completed its PCAOB audit after the fiscal quarter that subsequently to period ended December 31, 2022, completed on February 3, 2023, (see Note 4, Related Party Balance and Transactions and Note 8, Subsequent Events).

All intercompany balances and transactions have been eliminated on consolidation.

Use of estimates and assumptions

The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

The Company’s significant estimates and assumptions include the fair value of financial instruments; the accrual of the legal settlement, the carrying value recoverability and impairment, if any, of long-lived assets, including the estimated useful lives of fixed assets; the valuation allowance of deferred tax assets; stock-based compensation, the valuation of the inventory reserves and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change since there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience, and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

Carrying value, recoverability, and impairment of long-lived assets

Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC’) 360 to evaluate its long-lived assets. The Company’s long-lived assets, which include property and equipment and a patent are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. Impairment of assets, if any, are included in operating expenses.

Cash and cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents.

Related parties

The Company follows ASC 850 for the identification of related parties and disclosure of related party transactions.

Pursuant to this ASC related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Commitments and contingencies

The Company follows ASC 450 to account for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. This may result in contingent liabilities that are required to be accrued or disclosed in the financial statements. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Revenue recognition

The Company follows and implements ASC 606, Revenue from Contracts with Customers for revenue recognition. Although the new revenue standard is expected to have an immaterial effect, if any, on the Company’s ongoing net income, management did implement changes to the Company’s processes related to revenue recognition and the control activities within them. These included the development of new policies based on the five-step model provided in the new revenue standard, ongoing contract review requirements, and gathering of information provided for disclosures.

The Company recognizes revenue from product sales or services rendered when control of the promised goods are transferred to the company’s clients in an amount that reflects the consideration to which management expects to be entitled in exchange for those goods and services. To achieve this core principle, management applies the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation.

Inventories

The Company did not hold any inventories during the period ended December 31, 2022. During the Period ended December 31, 2022, the Company’s operating entity Peaks fulfilled its sales directly through RxCompound, owned by the Company, but did not complete its PCAOB audit during the period ended December 31, 2022. RxCompound completed its PCAOB audit on February 3, 2023, (see Note 4, Related Party Balance and Transactions and Note 8, Subsequent Events). The Company will have its inventories stated at the lower of cost or market using the first in, first out (FIFO) method after the period ended December 31, 2022. A reserve will be established if necessary to reduce excess or obsolete inventories to their realizable value.

Cost of Sales

Components of costs of sales include product and shipping costs to customers and any inventory adjustments.

Shipping and Handling Costs

The Company accounts shipping and handling costs to customers as cost of revenue.

Research and development

Research and development costs are expensed as incurred. The Company’s research and development expenses relate to its engineering activities, which consist of the design and development of new products for specific customers, as well as the design and engineering of new or redesigned products for the industry in general.

Income taxes

The Company follows ASC 740 in accounting for income taxes. Deferred tax assets and liabilities are determined based on the estimated future tax effects of net operating loss carry forwards and temporary differences between the tax bases of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records a valuation allowance for its deferred tax assets when management concludes that it is not more likely those assets will be recognized.

The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of December 31, 2021, the Company has not recorded any unrecognized tax benefits.

Interest and penalties related to liabilities for uncertain tax positions will be charged to interest and operating expenses, respectively. The Company has net operating loss carryforwards (NOL) for income tax purposes of approximately $6,150,613. This loss is allowed to be offset against future income until the year 2039 when the NOL’s will expire. The tax benefits relating to all timing differences have been fully reserved for in the valuation allowance account due to the substantial losses incurred through September 30, 2022. There was no change in the valuation allowance for the periods ended December 31, 2022, and 2021.

Internal Revenue Code Section 382 (“Section 382”) imposes limitations on the availability of a company’s net operating losses after certain ownership changes occur. The 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 are 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 subsequent to the ownership change.

Net loss per common share

The Company follows ASC 260 to account for earnings per share. Basic earnings per common share calculations are determined by dividing net results from operations by the weighted average number of shares of common stock outstanding during the year. Diluted loss per common share calculations are determined by dividing net results from operations by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

As of December 31, 2022, the Company has no warrants that are anti-dilutive and not included in the calculation of diluted loss per share.

Cash flows reporting

The Company follows ASC 230 to report cash flows. This standard classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by this standard to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports separately information about investing and financing activities not resulting in cash receipts or payments in the period pursuant this standard.

Stock based compensation

The Company follows ASC 718 in accounting for its stock-based compensation to employees. These standards state that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. The Company values stock-based compensation at the market price of the Company’s common stock as of the date in which the obligation for payment of service is incurred.

Company accounts for transactions in which services are received from non-employees in exchange for equity instruments based on the fair value of the equity instrument exchanged in accordance with ASC 505-50.

Property and equipment

Property and equipment are recorded at cost net of accumulated depreciation. Depreciation is computed using the straight-line method based upon the estimated useful lives of the respective assets as follows:

 Schedule of Property Plant and Equipment

The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from accounts and any resulting gains or losses are included in operations.

Recently issued accounting pronouncements

In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. The new standard will change the classification of certain cash payments and receipts within the cash flow statement. Specifically, payments for debt prepayment or debt extinguishment costs, including third-party costs, premiums paid, and other fees paid to lenders that are directly related to the debt prepayment or debt extinguishment, excluding accrued interest, will now be classified as financing activities. Previously, these payments were classified as operating expenses. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019, with early adoption permitted, and will be applied retrospectively. The Company does not expect that the adoption of this new standard will have a material impact on its consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. This ASU requires lessees to recognize most leases on their balance sheets related to the rights and obligations created by those leases. The ASU also requires additional qualitative and quantitative disclosures related to the nature, timing and uncertainty of cash flows arising from leases. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this new standard will have on its consolidated financial statements.

In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation – Stock Compensation. The new standard modified several aspects of the accounting and reporting for employee share- based payments and related tax accounting impacts, including the presentation in the statements of operations and cash flows of certain tax benefits or deficiencies and employee tax withholdings, as well as the accounting for award forfeitures over the vesting period. The new standard was effective for the Company on April 1, 2017. The Company does not believe that the adoption of this new standard will have a material effect on its consolidated financial statements.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. This guidance will supersede Topic 605, Revenue Recognition, in addition to other industry-specific guidance, once effective. The new standard requires a company to recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, as a revision to ASU 2014-09, which revised the effective date to fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted but not prior to periods beginning after December 15, 2016 (i.e., the original adoption date per ASU 2014-09). In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations, which clarifies certain aspects of the principal- versus-agent guidance, including how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements, such as service transactions. The amendments also reframe the indicators to focus on evidence that an entity is acting as a principal rather than as an agent. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing, which clarifies how an entity should evaluate the nature of its promise in granting a license of intellectual property, which will determine whether it recognizes revenue over time or at a point in time. The amendments also clarify when a promised good or service is separately identifiable (i.e., distinct within the context of the contract) and allow entities to disregard items that are immaterial in the context of a contract. The Company continues to assess the impact this new standard may have on its ongoing financial reporting. The Company has identified its revenue streams both by contract and product type and is assessing each for potential impacts. For the revenue streams assessed, the Company does not anticipate a material impact in the timing or amount of revenue recognized.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. This guidance will supersede Topic 605, Revenue Recognition, in addition to other industry-specific guidance, once effective. The new standard requires a company to recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, as a revision to ASU 2014-09, which revised the effective date to fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted but not prior to periods beginning after December 15, 2016 (i.e., the original adoption date per ASU 2014-09). In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations, which clarifies certain aspects of the principal- versus-agent guidance, including how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements, such as service transactions. The amendments also reframe the indicators to focus on evidence that an entity is acting as a principal rather than as an agent. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing, which clarifies how an entity should evaluate the nature of its promise in granting a license of intellectual property, which will determine whether it recognizes revenue over time or at a point in time. The amendments also clarify when a promised good or service is separately identifiable (i.e., distinct within the context of the contract) and allow entities to disregard items that are immaterial in the context of a contract. The Company continues to assess the impact this new standard may have on its ongoing financial reporting. The Company has identified its revenue streams both by contract and product type and is assessing each for potential impacts. For the revenue streams assessed, the Company does not anticipate a material impact in the timing or amount of revenue recognized.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles-Goodwill and Other, which simplifies the accounting for goodwill impairments by eliminating step 2 from the goodwill impairment test. Instead, if “the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.” The guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this new standard will have on its Consolidated Financial Statements.

All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.

Intangible Assets

The Company’s balance of intangible assets on the condensed consolidated balance sheet net of accumulated amortizations $17,806 and $0 as of December 31, 2022, and December 31, 2021, from its Peaks telemedicine web platform.

Reclassification

Certain amounts from the prior period have been reclassified to conform to the current period presentation.

Note 3 — Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. On December 31, 2022, the Company had negative working capital, an accumulated deficit of $30,265,697. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company as of November 8, 2022, became a holding entity set to acquire companies with its recent two acquisitions, RxCompound and Peaks both operating in the health and wellness industry. The Company’s cash position may not be sufficient to pay its obligations and support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues may provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate sufficient revenues by acquiring companies and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.

The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note 4 - Related Party Balances and Transactions

On November 8, 2022, the Company amended the Purchase Agreement for the Membership Units of the RxCompound and Peaks, dated November 3, 2021. Pursuant to the terms of the Amendment, the parties modified the Purchase Price on the November 3, 2021, agreement such that the Company agreed to issue a cumulative total of 53,700,000 shares of its restricted Common Stock in exchange for all outstanding Membership Units of both RxCompound and Peaks, (see Note 4, Related Party Balance and Transactions).

On December 29, 2022, Peaks completed its PCAOB audit and RxCompound completed its audit after the period ended December 31, 2022, on February 3, 2023, (see note 8 Subsequent Event).

Note 5 – Stockholders’ Equity

During the three months ended December 31, 2022, and 2021, the Company issued 62,600,000 and 0 restricted common shares for cash of $316,500 and $0 respectively, (see ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS).

During the three months ended December 31, 2022, and 2021, the Company issued 136,312,440 and 0 restricted common shares for debt settlements at a fair value of $724,124 and $0 respectively, (see RESULTS OF OPERATIONS and ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS).

Note 6 — Commitments and Contingencies

Legal Proceedings

The Company did not have any material legal proceedings during the period ended December 31, 2022.

Lease Agreements

The Company is presently located at RxCompound’s location at 8950 SW 74^th Court Suite 101, Miami, FL, 33156 after the Purchase Agreement was consummated on November 8, 2022, (see Note 4, Related Party Balance and Transactions). RxCompound’s location sits in 1,900 sq ft composed of offices, cooking room, hazardous room, sterile compounding room, lobby, and storage. The lease requires monthly payments of $7,057 for a term of 36-months plus the single lump sum payment of $40,000 upon execution in June 2022.

Note 7 — Balance Sheet and Income Statement Footnotes

Accounts receivable represent normal trade obligations from customers that are subject to normal trade collection terms, without discounts or rebates. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets. Notwithstanding these collections, the Company periodically evaluates the collectability of accounts receivable and considers the need to establish an allowance for doubtful debts based upon historical collection experience and specifically identifiable information about its customers.

Accounts payable are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities

Accrued expenses of $86,183 as of December 31, 2022, mainly represent $67,410 in accrued payroll for the company’s CEO and CFO, and the remainder for accrued interest on Notes Payable.

General and administrative expenses were $5,599 and $61,526 for December 31, 2022, and 2021 respectively. For the three months ended December 31, 2022, $2,236 was employee compensation, $1,032 internet and computer expenses, and the remainder was on miscellaneous expenses.

Professional fees were $22,233 for the three months ended December 31, 2022. For the three months ended December 31, 2022, there were $9,500 in auditor fees, $6,200 in consulting fees, $5,000 in SEC legal fees and the remainder were miscellaneous fees.

Other income was $146,739 for the three months ended December 31, 2022, from a debt settlement, (see November 8, 2022, 8-K filing).

Interest expense was $(18,321) and $(2,452) for three months ended December 31, 2022, and 2021. Interest expense for three months ended December 31, 2022, was mainly due to Convertible Notes II and I (“VCAMJI Irrevocable Trust Convertible Note I” and VCAMJI Irrevocable Trust Note II”) and Revolving Promissory Note (“Issa El-Chelkh Revolving Promissory Note”), (see Item 2, Liquidity and Capital Resources).

Note 8 — Subsequent Events

On February 3, 2023, the Company received RxCompound’s audited financials pursuant to the previously announced Purchase and Sale Agreement dated November 8, 2022, and for the purposes set forth therein, the seller of RxCompound entered into a Purchase and Sale Agreement, pursuant to which the Company agreed to acquire the Seller.

The Company received an email on February 9, 2023 from the Autorité des Marchés Financiers (“the AMF”) with a complaint, in French dated January 23, 2023. The Complaint alleges that the Company's former CEO, Dr. Michele Aube, improperly raised capital for the Company and is claiming Forty Thousand Dollars in damages. Dr. Aube resigned in 2019. The Company has retained legal counsel in Quebec and will vigorously defend this claim.

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

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

The following discussion should be read in conjunction with the company’s unaudited consolidated financial statements and related notes and other financial data included elsewhere in this report. See also the notes to the Company’s consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s Registration Statement filed on Form 10-12g and the Company’s Annual Report filed on Form 10-K for the fiscal year ended March 31, 2022, as well as the Company’s Quarterly report filed on Form 10-Q for the period ending September 30, 2022.

OVERVIEW

The Company is a holding entity set to acquire companies with its current focus in the health and wellness industry. The Company is presently in compounding pharmaceuticals and telemedicine through its wholly owned subsidiaries RxCompoundStore.com, LLC. (“RxCompound”), Peaks Curative, LLC. (“Peaks”), and Earth Science Foundation, Inc. (“ESF”).

RxCompound is a compounding pharmacy that has historically focused on men’s health, specifically medical products directed at ED such as Tadalafil, and Sildenafil Citrate (the generic names for Cialis and Viagra, respectively) and longevity. Currently licensed to dispense in the state of Florida, New York, New Jersey, Delaware, Colorado, Rhode Island, and Arizona. RxCompound is in the application process to obtain licenses in the remaining states in which it is not yet licensed to dispense prescriptions. Furthermore, RxCompound recently obtained its hazardous room to compound hormonal creams within the month of December 2022 and is anticipated to have its sterile compounding room operational early 2023 to provide sterile products for injection.

Peaks is the telemedicine referral site facilitating asynchronous consultations for branded compound medications prepared at RxCompound. Peaks is currently positioned to prescribe to all 50 states utilizing Smart Doctors consultation services, but only able to fulfill prescriptions within RxCompound’s licensed states. Peaks will be able to fulfill more states as RxCompound obtains dispensing licenses in additional states. Patients who order Peaks via monthly subscription will be automatically enrolled into Peaks’ Loyalty Program. As a member of the loyalty program, members will receive credit to cover the costs on their Peaks facilitated online doctor consultations. The Peaks membership enrollment will occur automatically once becoming a monthly subscriber and automatically renewed at the time of the prescription renewal order. At the time of the renewal order, credits will be applied to cover the Peaks facilitated online doctor consultation.

Peaks’ strategy has been to launch the website within three phases to insure efficiency and proper performance. Peaks launched its first Phase, Phase I, in the month of June 2022, offering one product, Tadalafil in a gummy form within 3 different dosages and quantity offerings. After months of feedback, successful orders and refills, Peaks commenced its Phase II website upgrade. Phase II will enhance the patient experience as well as offering Tadalafil in the form of gummies and tablets (generic Cialis), and Sildenafil in the form of capsules and tablets (generic Viagra) all in three different dosages and quantity offerings. Once Phase II has been completed, Peaks plans to execute a marketing campaign within the RxCompound dispensing states to increase brand exposure and sales leading to Phase III. Phase III includes over the counter (“OTC”) (non-prescription) products such as supplements and topicals. The OTC products will be custom manufactured or fulfilled through partnered companies under Peaks brand and offered worldwide.

ESF is a favored entity of ETST, effectively being a non-profit organization that was incorporated on February 11, 2019, and is structured to accept grants and donations to help those in need of assistance in paying for prescription.

Critical Accounting Policies and Estimates

The discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. In consultation with the Company’s Board of Directors, management has identified the following accounting policies that it believes are key to an understanding of its financial statements. These are important accounting policies that require management’s most difficult, subjective judgments.

Basis of Presentation

The Company’s accounting policies used in the presentation of the accompanying consolidated financial statements conform to accounting principles generally accepted in the United States of America (“US GAAP”) and have been consistently applied.

Principles of Consolidation

The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiaries. The subsidiaries include Peaks and ESF (all intercompany balances and transactions have been eliminated on consolidation).

Use of Estimates and Assumptions

The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

The Company’s significant estimates and assumptions include the fair value of financial instruments; the accrual of the legal settlement, the carrying value recoverability and impairment, if any, of long-lived assets, including the estimated useful lives of fixed assets; the valuation allowance of deferred tax assets; stock-based compensation, the valuation of the inventory reserves and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change since there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience, and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

Carrying Value, Recoverability, and Impairment of Long-Lived Assets

The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC’) 360 to evaluate its long-lived assets. The Company’s long-lived assets, which include property and equipment and a patent are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. Impairment of changes, if any, are included in operating expenses.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents.

Related Parties

The Company follows ASC 850 for the identification of related parties and disclosure of related party transactions.

Pursuant to this ASC related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Commitments and Contingencies

The Company follows ASC 450 to account for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. This may result in contingent liabilities that are required to be accrued or disclosed in the financial statements. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Revenue Recognition

The Company follows and implements ASC 606, Revenue from Contracts with Customers for revenue recognition. Although the new revenue standard is expected to have an immaterial effect, if any, on the Company’s ongoing net income, the Company did implement changes to the Company’s processes related to revenue recognition and the control activities within them. These included the development of new policies based on the five-step model provided in the new revenue standard, ongoing contract review requirements, and gathering of information provided for disclosures.

The Company recognizes revenue from product sales or services rendered when control of the promised goods are transferred to the Company’s clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services. To achieve this core principle, the Company will apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation.

The Company recognizes its retail store revenue at point of sale, net of sales tax.

Inventories

The Company did not hold any inventories during the period ended December 31, 2022. During the Period ended December 31, 2022, the Company’s operating entity Peaks fulfills its sales directly through RxCompound, owned by the Company, but did not complete its PCAOB audit dur9ng the period ended December 31, 2022. RxCompound completed its PCAOB audit subsequently to the period ended December 31, 2022, on February 3, 2023, (see Note 4, Related Party Balance and Transactions and Note 8, Subsequent Events). The Company will have its inventories stated at the lower of cost or market using the first in, first out (FIFO) method subsequently to the period ended December 31, 2022. A reserve will be established if necessary to reduce excess or obsolete inventories to their realizable value.

Cost of Sales

Components of costs of sales include product and shipping costs to customers and any inventory adjustments.

Shipping and Handling Costs

The Company accounts shipping and handling costs to customers as cost of revenue.

Research and Development

Research and development costs are expensed as incurred. The Company’s research and development expenses relate to its engineering activities, which consist of the design and development of new products for specific customers, as well as the design and engineering of new or redesigned products for the industry in general.

Net Loss Per Common Share

The Company follows ASC 260 to account for earnings per share. Basic earnings per common share calculations are determined by dividing net results from operations by the weighted average number of shares of common stock outstanding during the year. Diluted loss per common share calculations are determined by dividing net results from operations by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

As of December 31, 2022, the Company has no warrants that are anti-dilutive and not included in the calculation of diluted loss per share.

Cash Flows Reporting

The Company follows ASC 230 to report cash flows. This standard classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by this standard to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports separately information about investing and financing activities not resulting in cash receipts or payments in the period pursuant this standard.

Stock Based Compensation

The Company follows ASC 718 in accounting for its stock-based compensation to employees. These standards state that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. The Company values stock-based compensation at the market price of the Company’s common stock as of the date in which the obligation for payment of service is incurred.

Company accounts for transactions in which services are received from non-employees in exchange for equity instruments based on the fair value of the equity instrument exchanged in accordance with ASC 505-50.

Property and Equipment

Property and equipment are recorded at cost net of accumulated depreciation. Depreciation is computed using the straight-line method based upon the estimated useful lives of the respective assets as follows:

The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from accounts and any resulting gains or losses are included in operations.

Liquidity and Capital Resources.

For the Nine-Month Period Ended December 31, 2022, versus December 31, 2021

During the nine months ended December 31, 2022, net cash used in the Company’s operating activities totaled $(817,360) compared to $(158,683) during the three months ended December 31, 2021. During the nine months ended

December 31, 2022, net cash used in investing activities totaled $0 compared to $1,712 provided by investing activities during the nine months ended December 31, 2021. During the nine months ended December 31, 2022, net cash provided by financing activities totaled $350,000 compared to $0 from financing activities during the nine months ended December 31, 2022.

Revolving Promissory Note Issa El-Chelkh issued 1/28/22 for cash received $50,000 will accrue at a rate of 5% on a 360-day year. Maturity date January 23, 2023. The Revolving Promissory Note from Issa El-Chelkh’s $250,000 revolving credit agreement issued on August 31, 2021.

Revolving Promissory Note Issa El-Chelkh issued 4/1/22 for cash received $200,000 will accrue at a rate of 5% on a 360-day year. Maturity date March 27, 2023. The Revolving Promissory Note from Issa El-Chelkh’s $250,000 revolving credit agreement issued on August 31, 2021, now holds $0 in remaining credit.

Convertible Note VCAMJI IRREV. TRUST issued 6/10/22 for cash received $150,000 will accrue at a rate of 10% on a 360-day year. Maturity date is June 5, 2023.

Convertible Note Robert Stevens issued 6/3/22 in the principal of $220,000, together with any interest. Maturity date is April 24, 2023.

Convertible Note VCAMJI IRREV. TRUST issued 7/02/22 for cash received $200,000 will accrue at a rate of 10% on a 360-day year. Maturity date is June 27, 2023.

On December 31, 2022, the Company had total liabilities of $2,383,335 with $829,348 in a month-to-month payment plan, (see filed period ended September 30, 2022, 10-Q Note 6, Legal Proceedings). In addition, the current liabilities also include $677,500 from friendly creditors, all being large shareholders, $220,000 in a settlement convertible note, $102,956 from a SBA EIDL loan and $110,363 due to RxCompound currently in a pending acquisition transaction, (See Note 4, Related Party Balances and Transaction and Note 5, Stockholder Equity).

On December 31, 2022, the Company had a stockholder’s equity totaling $(870,350) compared to an equity of $(1,805,413) for the period ending December 31, 2021.

RESULTS OF OPERATIONS

For the Nine Months Ended December 31, 2022, versus December 31, 2021

The Company’s revenue for the nine months ended December 31, 2022, was $2,533 compared to December 31, 2021, revenue totaling $13,942. The decrease in revenue is primarily attributed to the Company consummation Peaks on November 8, 2022, (see Note 4, Related Party Balance) and provided audited financials on December 30, 2022, (see Note 8, Subsequent Events) recently launching their platform with no marketing during its first phase, (see note 8, Overview).

The Company’s current liabilities for the nine months ended December 31, 2022, was $1,407,726 compared to December 31, 2021, current liabilities totaling $1,882,355. The decrease in current liabilities is primarily attributed to the Company settlement on October 25, 2022, with Giorgio R Saumat for his acquired debt totaling $625,624 in exchange for 62,562,440 shares of its restricted Common Stock and 1,000,000 shares of its Series B Preferred Stock, Dr. Issa El-Cheikh’s promissory note dated within 2014 totaling $155,791 in exchange for 16,300,000 shares of its restricted Common Stock, and a Loan Advance convertible note dated within February 2021, and Mario Portela for his convertible note dated within February 2022 $27,500, Note Payable I and Note Payable I Interest, in exchange for 2,750,000 shares of its restricted Common Stock, (see October 28, 2022’s 8-K filing).

The Company incurred operating expenses for the nine months ended December 31, 2022, totaling $918,068, compared to $165,081 during the nine months ended December 30, 2021. The increase in operating expenses can be attributed to the Company’s litigation expenses, settlements, and general and administrative expenses, (see filed period ended September 30, 2022, 10-Q Note 6, Legal Proceedings).

Officer compensation for the nine months ended December 31, 2022, was $4,500 in cash and $0 in stock-based compensation compared to $86,173 in cash and $46,058 in stock-based compensation during the nine months ended December 31, 2021. This increase is due its CEO, CFO, and the addition of its new president. On October 25, 2022, both the Company’s CEO and President agreed to defer receiving salary compensation until the Company is cash flow positive for 3 consecutive bi-week payroll periods, (see October 28, 2022’s 8-K filing)

The Company incurred general and administrative expenses of $161,540, during the nine months ended December 31, 2022, compared to $99,035 during the nine months ended December 31, 2021. This increase is due to the accrued receivership fees and cost, (see filed period ended September 30, 2022, 10-Q Note 6, Legal Proceedings).

The Company paid professional fees of $31,433, during the nine months ended December 31, 2022, compared to $6,065 during the nine months ended December 31, 2021. This increase is due to SEC legal and auditor fees.

The Company incurred costs of legal proceedings of $18,497 during the nine months ended December 31, 2022, compared to $7,267 during the nine months ended December 31, 2021.

The Company generated a net loss from continuing operations for the nine months ended December 31, 2022, and 2021 of approximately $(129,896) and $3,203,941, respectively. As of December 31, 2022, and March 31, 2022, the Company had current assets of $537,376 and $76,942, respectively, which included the following as of December 31, 2022: cash and cash equivalents of approximately $24,188; amounts due from RxCompound of $397,382; prepaid acquisition costs of $98,000; and telemedicine platform valued at $17,806; compared to the following as of March 31, 2022, cash and cash equivalents of approximately $26,942; amounts due from RxCompoundStore.com of $25,000; and prepaid acquisition costs of $25,000.

The Company’s Plan of Operation for the Next Twelve Months

The Company’s auditors have expressed doubt as to the Company’s ability to continue as a going concern in part, because on December 31, 2022, the Company had negative working capital, an accumulated deficit of $30,265,697.

The Company’s current liabilities have historically exceeded the Company’s Current Assets; and as of December 31, 2022, that trend was continued with the Company’s current liabilities of totaling $1,407,726 exceeding the Company’s current assets of $537,376 by $870,350. While this trend is certainly has not been part of the Company’s objectives, management does not see it as particularly significant because in considering the Company’s current liabilities, $600,000 of them are represented in a related party note held by “friendly” creditors, two who are also large shareholders, VCAMJI IRREV. TRUST in the amount of $350,000 in a convertible note and Dr. Issa El-Chelkh in the amount of $250,000 in a revolving promissory note. The remaining creditors are from the recent litigation settlements, $378,846 are composed of Fox Rothchild in the amount of $158,846 in a month-to-month payment plan and Robert L. Stevens in the amount of $220,000 in a convertible note, (see filed period ended September 30, 2022, 10-Q Note 6, Legal Proceedings).

Regardless of the forgoing issues, the Company will require additional debt or equity financing for its operations as currently conducted. The Company on November 8, 2022, consummated its two merger candidates that will generate revenues in the compounding pharmaceutical and telemedicine industries, (see Note 4, Related Party Balance and Transactions and Overview).

Historically the Company has had a strong base of existing shareholders who are committed to its vision. They have historically demonstrated a willingness to purchase shares of stock when they are offered and friendly convertible notes. If these shareholders were to cease purchasing shares and notes when offered, if the Company were unable to secure other sources of debt or equity financing, or if the Company were unable to secure sufficient financing and on terms that are acceptable to it, the Company would not be able to continue operations as currently planned. Additional funding primarily allows the Company to expedite the Company’s business plan. During the periods ending December 31, 2022, and December 31, 2021, the Company has met its capital requirements through a combination of operating activities and through external financing through the sale of its restricted common stock and convertible notes. The Company intends to continue through friendly convertible notes and the sale of its restricted common stock.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed 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 by the Company’s reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Although the Company’s management has not formally carried out an evaluation under the supervision and with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”), because of the relatively thin management structure that the Company currently maintains, the Company believes that the Company’s Principal Executive Officer and Principal Financial Officer have sufficient timely information to allow them to make necessary disclosures in a timely manner.

Based on this informal evaluation, the Company’s principal executive and principal financial and accounting officer concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of December 31, 2022.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control and Financial Reporting

There were no other changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company did not have any material legal proceedings during the period ended December 31, 2022.

ITEM 1A. RISK FACTORS

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

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

During the three months ended December 31, 2022, the Company issued 197,312,440 shares of its common stock for $1,032,724, in transactions that were exempt from registration under the Securities Act of 1933, as amended pursuant to Section 4(2) and/or Rule 506 promulgate under Regulation D. No gain or loss was recognized on the issuances. On October 8, 2022, the Company issued 2,000,000 shares and 2,000,000 shares to two creditors at $0.001 per share to settle claims. On October 10, 2022, the Company issued 16,300,000 shares, 4,000,000 shares, and 200,000 shares to three creditors at $0.001 per share to settle claims. On October 18, 2022, the Company issued 500,000 shares to an investor at $0.012 per share for cash. On October 18, 2022, the Company issued 1,000,000 shares, 2,000,000 shares, and 400,000 shares to three investors at $0.005 per share for cash. On October 20, 2022, the Company issued 400,000 shares, 500,000 shares, and 2,000,000 shares to three investors at $0.005 per share for cash. On October 21, 2022, the Company issued 2,000,000 shares, 1,000,000 shares, and 400,000 shares to three investors at $0.005 per share for cash. On October 24, 2022, the Company issued 62,562,440 shares to a creditor at $0.01 per share to settle claims. On October 25, 2022, the Company issued 2,000,000 shares, 1,000,000 shares, 1,000,000 shares, 400,000 shares, and 13,000,000 shares to five investors at $0.005 per share for cash. On October 25, 2022, the Company issued 2,750,000 shares to a creditor at $0.01 per share to settle claims. On October 25, 2022, the Company issued 19,750,000 shares, 17,000,000 shares, and 9,750,000 shares to three creditors at $0.001 per share to settle claims. On November 2, 2022, the Company issued 600,000 shares to an investor at $0.005 per share for cash. On November 3, 2022, the Company issued 1,200,000 shares to an investor at $0.005 per share for cash. On November 4, 2022, the Company issued 10,000,000 shares to an investor at $0.005 per share for cash. On November 7, 2022, the Company issued 1,000,000 shares to an investor at $0.005 per share for cash. On November 8, 2022, the Company issued 4,000,000 shares, 2,000,000 shares, 2,000,000 shares, 2,000,000 shares, and 1,000,000 shares to five investors at $0.005 per share for cash. On November 9, 2022, the Company issued 600,000 shares to an investor at $0.005 per share for cash. On November 14, 2022, the Company issued 1,000,000 shares to an investor at $0.005 per share for cash. On November 14, 2022, the Company issued 1,000,000 shares, 200,000 shares, 200,000 shares, 3,000,000 shares, 3,000,000 shares, 1,000,000 shares, 100,000 shares, 200,000 shares, 200,000 shares, 300,000 shares, 200,000 shares, 200,000 shares, 200,000 shares, 200,000 shares, 200,000 shares, and 400,000 shares to sixteen investors at $0.005 per share for cash.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

SIGNATURES

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