NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

(UNAUDITED)

NOTE 1- ORGANIZATION AND NATURE OF OPERATIONS

Earth Science Tech, Inc. (“ETST”) 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 holding company focused on acquisitions in the health and wellness sector.

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”). 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 pharmacies. The platform operates in states where either of these two pharmacies are 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. This organization is not part of the financial statements.

Villas is a brick-and-mortar healthcare facility dedicated to the Spanish speaking community. Villas’ expert-led services include advanced sexual health treatments, and customized solutions to enhance physical performance. Villas combines compassionate, personalized care with clear, trustworthy education.

DOC was founded with a mission to modernize the availability and delivery of home-based therapies. DOC provides consultations to develop personalized medication plans tailored to each customer’s health and wellness goals.

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.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Financial Statements

The accompanying unaudited consolidated financial statements include all adjustments (consisting only of its normal recurring adjustments) which management believes necessary for a fair presentation of the statements and have been prepared on a consistent basis using the accounting polices described in the Summary of Significant Accounting Policies included in the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025, as originally filed with the Securities and Exchange Commission on March 18, 2025 and Amendment No. 1 to the Form 10-K filed on June 27, 2025 (the “2025 Annual Report”). Certain financial information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although the Company firmly believes that the accompanying disclosures are adequate to make the information presented not misleading. The financial statements should be read in conjunction with the financial statements and notes thereto included in the 2025 Annual Report. The interim operating results for the three months ending June 30, 2025 may not be indicative of operating results expected for the full year.

Basis of presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Principles of consolidation

The accompanying consolidated financial statements include all the accounts of the Earth Science Tech, Inc. and its subsidiaries (collectively, the “Company”). All intercompany transactions have been eliminated during consolidation.

Use of estimates and assumptions

The preparation of 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 period. The areas requiring significant estimates are impairment of goodwill, provision for taxation, useful life of depreciable assets, useful life of intangible assets, contingencies, and going concern assessment. The estimates and underlying assumptions are reviewed on an ongoing basis. Actual results could differ from those estimates.

Impairment of Long-Lived Assets

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is assessed based on the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. If the carrying amount exceeds the asset’s fair value, an impairment loss is recognized in the amount of the excess. No impairment losses were recognized for the three months ended June 30, 2025, and March 31, 2025.

Cash and cash equivalents.

Cash and cash equivalents include all highly liquid debt instruments with original maturities of three months or less, As of June 30, 2025, the Company’s cash balance exceeded federally insured limits by approximately $231,054. The Company maintains its cash with high-credit-quality financial institutions and has not experienced any losses in such accounts. Management believes the Company is not exposed to significant credit risk with respect to these balances.

Accounts Receivable.

Accounts receivable are carried at their contractual amounts, less an estimated allowance for credit losses. Management estimates the allowance for credit losses using a loss-rate approach based on historical loss information, adjusted for management’s expectations about current and future economic conditions, as the basis to determine expected credit losses. Management exercises significant judgment in determining expected credit losses. Key inputs include macroeconomic factors, industry trends, the creditworthiness of counterparties, historical experience, the financial conditions of the customers, and the amount and age of past due accounts. Management believes that the composition of receivables at year-end is consistent with historical conditions as credit terms and practices and the client base has not changed significantly. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for credit losses only after all collection attempts have been exhausted. As of June 30, 2025, and March 31, 2025, the Company had not recorded an allowance for credit losses, as management determined that no reserve was necessary based on its assessment of the collectability of outstanding balances and the credit quality of its customers.

Revenue recognition

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, the Company recognizes revenue when it satisfies performance obligations, by transferring promised goods or services to customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for fulfilling those performance obligations. Revenue for product sales is recognized at point of sale or upon shipment, depending on the terms of the arrangement. There are no contract assets or contract liabilities and therefore no unsatisfied performance obligations.

Equity Investments at fair value

The Company accounts for its equity securities in accordance with ASC 321, Investments – Equity Securities, as amended by ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. Equity securities with readily determinable fair values are measured at fair value, with changes in fair value recognized in earnings in the period in which they occur.

Disaggregated Revenue

In accordance with ASC 606, the Company disaggregates revenue from contracts with customers by category — core and non-core - as it believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

The Company’s disaggregated revenue by category is as follows:

During the three months ended June 30, 2025, and 2024, the Company had a net realized gain on sales of investments of $81,586 and $0, dividend income of $2,453 and $0 and interest income of $0 and $13,200. These amounts are not included in revenue from contracts with customers and are classified separately in other income.

As of June 30, 2025, the Company had three significant customers, accounting for approximately 7%, 10% and 9% of revenue. Total accounts receivable balances for the three customers was $341,644.

Inventory

Inventory is stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. Inventory consists primarily of finished goods.

The Company evaluates inventory for excess and obsolescence based on factors such as current inventory levels, estimated product life cycles, historical and forecasted customer demand, and input from the product development team. When necessary, a reserve is recorded to reduce the carrying value of inventory to its estimated net realizable value. These estimates and assumptions are reviewed at least annually and updated as needed based on the Company’s business plans and market conditions. As of June 30, 2025, and March 31, 2025, the inventory reserves were not material.

Cost of Goods Sold

Components of cost of goods sold include product costs, consumables, shipping costs to customers and any inventory adjustments.

Shipping and Handling

Costs incurred by the Company for shipping and handling are included in costs of goods sold.

Income taxes

The Company accounts for income taxes under ASC 740, Income Taxes. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period, which includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Earnings per 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 reporting period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted. Diluted earnings per share is calculated using the weighted average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, if any, using the treasury stock method.

For the three months ended June 30, 2025, and 2024, basic and diluted earnings per share are the same because the Company had no potentially dilutive securities outstanding during those periods.

Goodwill

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination. Goodwill is reviewed for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may be impaired. In conducting its annual impairment test, the Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If factors indicate that the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative assessment, and the fair value of the reporting unit is determined by analyzing the expected present value of future cash flows. If the carrying value of the reporting unit continues to exceed its fair value, the fair value of the reporting unit’s goodwill is calculated and an impairment loss equal to the excess is recorded.

Stock Based Compensation

The Company applies the fair value method of ASC 718, Compensation-Stock Compensation, in accounting for its stock-based compensation. 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, if any. The Company uses the Black-Scholes option pricing model to determine the fair value of its stock, stock option and warrant issuance. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price, as well as assumptions regarding a few complex and subjective variables. These variables include the Company’s expected stock price, volatility over the term of the awards, actual employee exercise behaviors, risk-free interest rate and expected dividends. No stock-based commitments were outstanding as of June 30, 2025, and March 31, 2025.

Fair Value

FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:

Level 1 — Quoted market prices for identical assets or liabilities in active markets or observable inputs,

Level 2 — Significant other observable inputs that can be corroborated by observable market data; and

Level 3 — Significant unobservable inputs that cannot be corroborated by observable market data.

The carrying amounts of the Company’s financial instruments, such as cash, accounts receivable, accounts payable and other liabilities, approximate fair value because of the short-term nature of these items.

As of June 30, 2025, all of the Company’s investments were classified as Level 1 and were measured at fair value using quoted market prices in active markets.

The fair value of the Company’s debt approximates its carrying value as of June 30, 2025, and March 31, 2025. Factors that the Company considered when estimating the fair value of its debt included market conditions, liquidity levels in the private placement market, variability in pricing from multiple lenders and terms of debt.

Property and equipment

Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation on property and equipment is charged using a straight-line method over the estimated useful life of 5 years.

Recently issued accounting pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, as modified by FASB ASU No. 2019-10 and other subsequently issued related ASUs. The amendments in this Update affect loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. The amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this new guidance effective April 1, 2023, utilizing the modified retrospective transition method. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements but did change how the allowance for credit losses is determined.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose significant segment expenses and other segment items on an interim and annual basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative threshold to determine its reportable segments. The new disclosure requirements are also applicable to entities that account and report as a single operating segment entity. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted this guidance April 1, 2024. There was no impact on the Company’s reportable segments identified.

ASU 2024-03 – Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses, such as the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization, included in each relevant expense caption; disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and disclosure of the total amounts of selling expenses. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of this ASU on its consolidated financial statement disclosures.

Intangible assets

Intangible assets consist of the Peaks telemedicine platform, the Holding Company’s web domains, patents, and Mister Meds LLC’s software and domain. These intangible assets are considered to have finite useful lives and are amortized on a straight-line basis over an estimated useful life of five years.

The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If such indicators exist, the Company compares the carrying amount of the asset to the expected undiscounted future cash flows. An impairment loss is recognized if the carrying amount exceeds the asset’s fair value. No impairment losses were recognized for the three months ended June 30, 2025, and 2024.

Depreciation expense for the three months ended June 30, 2025, and June 30, 2024, were $24,303 and $10,999 respectively.

NOTE 5- LEASES

The Company treats a contract as a lease when the contract conveys the right to use a physically distinct asset for a period in exchange for consideration, or the Company directs the use of the asset and obtains substantially all the economic benefits of the asset. These leases are recorded as right-of-use (“ROU”) assets and lease obligation liabilities for leases with terms greater than 12 months. ROU assets represent the Company’s right to use an underlying asset for the entirety of the lease term. Lease liabilities represent the Company’s obligation to make payments over the life of the lease. A ROU asset and a lease liability are recognized at commencement of the lease based on the present value of the lease payments over the life of the lease. Initial direct costs are included as part of the ROU asset upon commencement of the lease. Since the interest rate implicit in a lease is generally not readily determinable for the operating leases, the Company uses an incremental borrowing rate to determine the present value of the lease payments. The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar lease term to obtain an asset of similar value.

The Company reviews the impairment of ROU assets consistent with the approach applied to the Company’s other long-lived assets, assessing recoverability when events or changes in circumstances indicate the carrying value may not be recoverable. The Company elected the practical expedient to exclude short-term leases (leases with original terms of 12 months or less) from ROU asset and lease liability accounts. The Company has elected not to apply the other transition practical expedients available under ASC 842.

The Company’s leases are classified as operating leases. Lease expense for operating leases is recognized on a straight-line basis over the lease term.

Supplemental balance sheet information related to leases were as follows:

The components of lease cost were as follows:

Lease term and discount rate were as follows:

The following table presents the future minimum lease payments under non-cancelable operating leases as of March 31, 2025:

NOTE 6 - INTANGIBLE ASSETS

Intangible assets consisted of the following:

For the three months ended June 30, 2025, and 2024, amortization expense was $3,991 and $1,708 respectively.

NOTE 7- GOODWILL

Goodwill was recorded in connection with the acquisition of RxCompoundStore.com, LLC , Peaks Curative, LLC , Magnefuse LLC, Las Villas Health and Doconsultations LLC. On November 08, 2022, the Company acquired 100% of the outstanding equity interest of RxCompoundStore.com, LLC and Peaks Curative, LLC in exchange for shares. On April 1, 2025, the Company acquired 100% of Las Villas Health LLLC and Doconsultations LLC, and 80% of Magnefuse LLC, and recognized Goodwill as part of the purchase price allocation.

NOTE 8- ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses and other payables consisted of the following:

NOTE 9 – DEBT

Equipment loan:

Equipment loan consists of an equipment loan bearing interest at 5.28% per annum and matures March 12, 2027. Scheduled principal payments are as follows: $30,592 due during the year ended March 31, 2026, and $24,786 due during the year ended March 31, 2027. Interest expense for the three months ended June 30, 2025, and 2024 was $986 and $1,052.

Short-term business loan

Short term business loan represents a margin loan from Charles Schwab bearing interest of 11.075% per annum. The loan is repaid from the proceeds of stock and option sales. Total interest expense for the three months ended June 30, 2025, and 2024 was $2,438 and $0.

NOTE 10 – ACQUISITION AND RELATED TRANSACTIONS

Las Villas Health, LLC and Doconsultations, LLC were acquired for total cash consideration of $200,000 on April 1, 2025. The transaction was accounted for as business combination under ASC 805. No liabilities were assumed in acquisition. The acquisition resulted in goodwill of $117,693.

On April 1, 2025, the Company also completed the acquisition of 80% of Magnefuse, LLC for total cash consideration of $240,500. The transaction was accounted for as business combination under ASC 805. The acquisition resulted in goodwill of $228,304.

The following table summarizes the aggregate fair values of the assets acquired and liabilities assumued for acquisitions completed during the quarter ended June 30, 2025. No individual acquisition was material on a standalone basis.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Commitments and contingencies

The Company accounts for contingencies in accordance with ASC 450, Contingencies. A liability is recorded when it is probable that a loss has been incurred and the amount can be reasonably estimated. If a loss is reasonably possible but not probable, or if the amount cannot be estimated, the nature of the contingency and an estimate of the possible loss, if determinable, is disclosed. Remote contingencies are generally not disclosed unless related to guarantees.

Legal Matters:

From time to time, the Company may be involved in legal proceedings arising in the ordinary course of business. As of June 30, 2025 and March 31, 2025, there were no pending or threatened legal actions that, in management’s opinion, are expected to have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

Employment and Consulting Agreements:

On December 30, 2024, the Company adopted a new compensatory arrangement for its executive officers, which superseded the prior plan. Under this arrangement, Giorgio R. Saumat, the Company’s CEO and Chairman of the Board, shall receive a monthly salary of $200,000.00 during the term of this agreement. In addition to the monthly salary and in lieu of stock compensation (which the Company does not offer) the Executive is entitled to quarterly performance bonuses equal to 10% of the Company’s revenue for the preceding quarter. These bonuses are contingent on the Company’s assets increasing quarter over quarter by at least 5%. Mario G. Tabraue, the Company’s COO and a member of the Board of Directors, shall receive a monthly salary of $150,000.00 during the term of this agreement. In addition to the monthly salary and in lieu of stock compensation (which the Company does not offer) the Executive is entitled to quarterly performance bonuses equal to 7% of the Company’s revenue for the preceding quarter. These bonuses are contingent on the Company’s assets increasing quarter over quarter by at least 5%. These arrangements are for 24 months beginning on January 1, 2025.

NOTE 12 – EQUITY

Common stock:

The Company has authorized 350,000,000 shares of $.001 par value common stock. As of June 30, 2025, and March 31, 2025, the Company had 294,297,607 and 295,347,903 shares, respectively, of common stock issued and 294,173,903 and 294,302,607 outstanding.

During the three months ended June 30, 2025, the Company did not issue any stock.

During the three months ended June 30, 2025, the Company repurchased 505,000 shares of its common stock for $80,674 and retired 1,050,296 of its common stock with a cost of $187,058 and holds 500,000 shares in treasury at cost of $80,020.

NOTE 13 – RELATED PARTY TRANSACTIONS

The Company follows the guidance of ASC 850, Related Party Disclosures, in identifying and disclosing transactions with related parties.

Parties are considered to be related if one party has the ability to control or exercise significant influence over the other party in making financial and operating decisions. Transactions with related parties have been disclosed in debt, acquisition, and officer’s compensation notes.

The Company pays compensation for Giorgio R. Saumat and Mario Tabraue to their respective solely owned LLCs, Point96 Consulting, LLC and Tabraue Consulting, LLC. These entities are considered related parties under ASC 850 due to their ownership and control relationships with the individuals providing services to the Company.

NOTE 14 – INCOME TAXES

The income tax provisions for the three months ended June 30, 2025, and 2024 was $0 and $13,003.

Although the Company reported pre-tax book income for the three months ended June 30, 2025, no income tax provision was recorded as some book income, such as unrealized investment gains, is not currently taxable, and due to temporary differences such as tax depreciation exceeding book depreciation, resulting in no current taxable income.

The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. As of April 1, 2025, the Company had no unrecognized tax benefits, or any tax related interest or penalties, and it does not expect significant changes in the amount of unrecognized tax benefits to occur within the next twelve months. There were no changes in the Company’s unrecognized tax benefits during the three-month period ended June 30, 2025. The Company did not recognize any interest or penalties during 2025 related to unrecognized tax benefits.

With few exceptions, the U.S. and state income tax returns filed for the tax years ending on March 31, 2022, and thereafter are subject to examination by the relevant taxing authorities.

NOTE 15 – SEGMENT REPORTING

The Company operates as a single reportable segment. As the Chief Operating Decision Maker (“CODM”), the Chief Executive Officer (“CEO”), evaluates the business on a consolidated basis and does not receive discrete financial information for multiple business units.

Measure of Segment Profit or Loss

The CODM assesses the Company’s financial performance based on operating income, which aligns with the amount reported in the statement of operations.