Filing Analysis
Earth Science Tech, Inc. completed the acquisition of Zoolzy LLC on August 17, 2026. The transaction is a related-party deal as the seller is the Company's COO and Board Member, Mario G. Tabraue.
🚩 Red Flags
- Related-party transaction involving the Chief Operations Officer (COO) and a Board Member.
- Lack of transparency regarding the transaction value (deemed 'immaterial' by the company).
📋 Key Facts
- Acquisition of Zoolzy LLC (a Florida LLC) completed on August 17, 2026.
- The seller of Zoolzy LLC is Mario G. Tabraue, the Company's COO and a member of the Board of Directors.
- The transaction terms were not disclosed because the Company deemed the amount immaterial.
- The Board's independent members reviewed and approved the transaction to ensure fairness.
Earth Science Tech, Inc. announced the acquisition of Meduvo LLC on August 11, 2026. The transaction is a related-party deal as the seller is Mario G. Tabraue, the company's COO and a Board member.
🚩 Red Flags
- Related-party transaction: The seller is a key executive (COO) and Director.
- Lack of transparency regarding deal valuation/terms (stated as immaterial, but undisclosed).
📋 Key Facts
- Acquisition of Meduvo LLC (a California LLC) completed on August 11, 2026.
- The transaction amount was not disclosed as it was deemed immaterial by the company.
- Seller is Mario G. Tabraue, who serves as COO and Board Member.
- Transaction was reviewed and approved by independent members of the Board.
Earth Science Tech, Inc. issued an 8-K to announce its first fiscal quarter 2027 financial results for the period ending June 30, 2026.
📋 Key Facts
- Reporting period: First fiscal quarter 2027 (ended June 30, 2026).
- Report date: August 7, 2026.
- The filing includes a press release as Exhibit 99.1 regarding the results of operations and financial condition.
Earth Science Tech, Inc. filed an 8-K to announce the release of its financial results for the period ending September 30, 2025 via a press release.
📋 Key Facts
- The filing is a disclosure under Item 7.01 (Regulation FD Disclosure).
- The company issued a press release on November 12, 2025, containing results for the period ended September 30, 2025.
- The information provided is not considered 'filed' for purposes of Section 18 liability under the Exchange Act.
Earth Science Tech, Inc. amended its Articles of Incorporation to reduce authorized common stock from 350 million shares to 300 million shares via shareholder consent.
🚩 Red Flags
- Reduction in authorized shares can sometimes be a precursor to or part of restructuring efforts often seen in micro-cap companies facing capital constraints.
📋 Key Facts
- Amendment approved on August 19, 2025, via Shareholder Written Consent and Corporate Resolution.
- Reduction in Authorized Shares of Common Stock from 350,000,000 to 300,000,000.
- The amendment was officially stamped/uploaded by the State of Florida on October 10, 2025.
Earth Science Tech, Inc. announced that its Board of Directors has approved a reduction in the number of authorized shares of common stock. This action is typically a precursor to a reverse stock split intended to increase the share price.
🚩 Red Flags
- Reduction of authorized shares often signals a need to increase share price to meet exchange requirements or prevent delisting.
- Micro-cap companies frequently use such measures as part of capital restructuring during periods of low stock valuation.
📋 Key Facts
- Board of Directors approved a reduction of authorized common stock on August 19, 2025.
- The announcement was made via press release (Exhibit 99.1).
- Company is traded on the Over the Counter Bulletin Board under ticker ETST.
Earth Science Tech, Inc. filed an 8-K to announce the release of its quarterly earnings results for the three-month period ended June 30, 2025.
📋 Key Facts
- The filing is a Regulation FD disclosure regarding quarterly earnings results.
- Reporting period: Three-month quarter ended June 30, 2025.
- Date of report/event: August 8, 2025.
- The company issued a press release (Exhibit 99.1) containing the financial results.
Earth Science Tech, Inc. announced its qualification and listing on the newly launched OTCID tier on the OTC Markets. This is a regulatory/listing status update regarding the company's presence on the Over-the-Counter markets.
📋 Key Facts
- Company qualified for and listed on the new OTCID tier on the OTC Markets.
- The filing was made on July 1, 2025.
- The announcement is being disclosed under Item 7.01 (Regulation FD Disclosure).
Earth Science Tech, Inc. filed an 8-K to announce its financial results and condition for the fiscal year ended March 31, 2025. The filing includes a press release and a summary presentation containing non-GAAP financial measures.
🚩 Red Flags
- Use of non-GAAP financial measures which may not be comparable to GAAP standards
📋 Key Facts
- Report date: June 26, 2025
- Fiscal period covered: Year ended March 31, 2025
- Company issued a press release (Exhibit 99.1) and a financial results presentation (Exhibit 99.2)
- The filing includes non-GAAP financial measures and forward-looking guidance
- CEO/Chairman Giorgio R. Saumat signed the report
The Company issued a press release containing an annual letter from its CEO for the fiscal year ended March 31, 2025. This filing is intended to satisfy Regulation FD requirements and does not contain material financial changes or structural shifts.
📋 Key Facts
- Date of report: May 6, 2025
- The filing consists of a CEO annual letter for the fiscal year ended March 31, 2025
- Information is provided under Item 7.01 (Regulation FD Disclosure)
- The release is not considered 'filed' for purposes of Section 18 liability
Earth Science Tech, Inc. announced a simultaneous series of significant events on April 1, 2025: the completion of two separate asset acquisitions and the resignation of its independent auditor. The company has engaged a new accounting firm to oversee the fiscal year ending March 31, 2025.
🚩 Red Flags
- Multiple material events in a single filing (Item 2.01 and Item 4.01) increases complexity and risk profile.
- Auditor change: While the resignation is attributed to the firm's business model shift, auditor changes in micro-caps often trigger increased scrutiny regarding financial reporting reliability.
📋 Key Facts
- Completed acquisition of Las Villas Health Care, Inc. and Doconsultations.com, LLC for $200,000 cash on April 1, 2025.
- Acquired 80% interest in Magnefuse, LLC and Alicat, LLC for $240,500 cash on April 1, 2025.
- Retained an option to purchase the remaining 20% of Magnefuse/Alicat targets within two years based on a 2x revenue valuation.
- Assurance Dimensions Certified Public Accountants & Associates resigned effective April 1, 2025, due to their decision to exit audit services for public companies.
- Engaged Stephano Slack LLC as the new independent auditor on April 4, 2025.
- The company reported no disagreements with the outgoing auditor regarding accounting principles or auditing scope.
The Company announced the continuation of employment agreements for its CFO (Ernesto L. Flores) and CTO (Christopher Rose) for a twelve-month term, effective March 11, 2025.
🚩 Red Flags
- None identified in this specific filing; however, officer retention/continuation is often a defensive measure in micro-cap companies facing volatility.
📋 Key Facts
- Ernesto L. Flores (CFO, Treasurer, Chairman of Compensation Committee, Audit Committee member) to receive $160,000 annual base salary.
- Christopher Rose (CTO) to receive $270,000 annual base salary.
- Both officers are eligible for performance-based bonuses at the CEO's discretion.
- Agreements are twelve-month continuations of existing employment terms.
Earth Science Tech, Inc. has amended its January 30, 2025, Acquisition Agreement with Las Villas Healthcare, LLC and Doconsultations.com, LLC to reduce the total purchase price by 50%. The acquisition is currently in a ninety-day due diligence period.
🚩 Red Flags
- Significant reduction in acquisition valuation (50% decrease) may indicate negative findings during preliminary due diligence or weakened target value.
📋 Key Facts
- Amended Acquisition Agreement dated March 15, 2025.
- Purchase price reduced from $400,000 to $200,000.
- Initial payment of $50,000 has already been made to the Targets.
- Remaining balance of $150,000 is due at closing.
- Closing is subject to a ninety-day due diligence period.
Earth Science Tech, Inc. entered into two separate acquisition agreements on January 30, 2025, to acquire multiple LLCs for a combined total consideration of approximately $640,500. Additionally, the company reported significant progress in its share repurchase program.
🚩 Red Flags
- Multiple material agreements in a single filing increases complexity and execution risk.
- The company is operating on the Over-the-Counter (OTC) Bulletin Board, which typically implies lower liquidity and higher volatility.
📋 Key Facts
- Acquisition Agreement 1: Earth Science Tech will acquire 100% of Las Villas Healthcare, LLC and Doconsultations.com, LLC for $400,000 ($50,000 upfront; $350,000 at closing).
- Acquisition Agreement 2: Earth Science Tech will acquire 80% of Magnefuse, LLC and Alicat, LLC for $240,500 ($210,500 upfront; $30,500 at closing), with an option to buy the remaining 20% based on a 2x revenue valuation.
- Due diligence period of 90 days is required before final closing for both deals.
- As of Jan 31, 2025, the company has repurchased 17.42 million shares under its $5M repurchase program initiated on Jan 29, 2024.
- Total shares outstanding decreased by 5.53% (from ~315.2M to ~297.4M) due to the buyback program.
Earth Science Tech, Inc. expanded its Board of Directors and established new compensation structures for executive officers. The filing details significant monthly salary increases and revenue-based performance bonuses for the CEO and COO.
🚩 Red Flags
- Extremely high executive cash compensation ($3.6M annual CEO salary / $1.8M annual COO salary) relative to typical micro-cap profiles.
- Revenue-based bonuses for top executives create a potential conflict of interest regarding revenue recognition and aggressive accounting.
- Bonus contingency tied to 'Company assets' rather than net income or EBITDA, which can be manipulated through asset revaluations or debt structuring.
📋 Key Facts
- Board expansion from five to seven members; Ernesto L. Flores and Victoria Losada elected as new directors on Dec 26, 2024.
- New Board compensation set at $4,000 per meeting attended for new directors.
- CEO salary amended to $200,000 per month effective Jan 1, 2025.
- COO salary amended to $150,000 per month effective Jan 1, 2025.
- CEO to receive quarterly bonus equal to 10% of Company revenue; COO to receive 7% of revenue.
- Bonuses are contingent upon a minimum 5% quarter-over-quarter increase in Company assets.
- New Compensation Committee established with Ernesto L. Flores as chair.
Earth Science Tech, Inc. (ETST) has completed the acquisition of Avenvi, LLC, a Florida-based limited liability company, following an agreement dated October 1, 2024.
🚩 Red Flags
- Transaction timing: The deal was entered into in October but only filed/audited in December, indicating a multi-month closing process.
📋 Key Facts
- Acquisition of Avenvi, LLC was finalized on December 12, 2024.
- The transaction was governed by a Purchase and Sale Agreement dated October 1, 2024.
- The filing includes audited consolidated balance sheets for Avenvi, LLC as of September 30, 2024.
- The acquisition is being reported under Item 2.01 (Completion of Acquisitions).
Earth Science Tech, Inc. completed two acquisitions on October 1, 2024, involving entities owned by the CEO and COO. The company also announced a brand launch in the pet/wildlife industry and provided an update on its stock repurchase program.
🚩 Red Flags
- Related-party transaction: The seller of Avenvi, LLC is CEO and Chairman Giorgio R. Saumat.
- Related-party transaction: The seller of Mister Meds, LLC is COO and Director Mario G. Tabraue.
- Significant cash outflow for related-party acquisitions ($1.05M+ total).
- Multiple 8-K items in a single filing (2.01, 8.01) involving multiple material events.
📋 Key Facts
- Acquired Avenvi, LLC for $1,058,788.30; payment includes $258,788.30 upfront and four monthly payments of $200,000.
- Avenvi acquisition includes ~4 acres of residential real estate, a 5,000 sq ft commercial building, and cash/equivalents.
- Acquired Mister Meds, LLC for $54,200 in cash.
- Launched 'Zoolzy' brand under Peaks Curative, LLC, targeting the pet and wildlife compounded medication market.
- Relocated principal office to a larger facility in Miami, FL (totaling ~7,125 sq ft).
- As of Sept 30, 2024, the company has repurchased 11,545,898 shares under its $5M repurchase program.
Earth Science Tech, Inc. announced new employment agreements for its CEO and COO that include compensation tied directly to monthly cash receipts. The structure of these payments is highly unconventional for a public company.
🚩 Red Flags
- Highly unusual compensation structure: Paying executives a percentage of gross cash receipts is a significant red flag for potential conflicts of interest and incentive misalignment (incentivizing revenue/cash collection over profitability).
- Related-party transaction: The agreements involve the CEO/Chairman and COO/Director, both of whom are insiders.
- Potential for aggressive accounting or cash management to trigger performance milestones.
📋 Key Facts
- New 12-month employment agreements approved on August 15, 2024, for CEO Giorgio R. Saumat and COO Mario G. Tabraue.
- CEO to receive 18% of the Company's monthly cash receipts starting October 1, 2024.
- COO to receive 12% of the Company's monthly cash receipts starting October 1, 2024.
- Payments are contingent upon net profit increasing quarter-over-quarter; otherwise, payments are suspended and renegotiated.
- The COO will relinquish roles in wholly owned subsidiaries to focus exclusively on his role as COO.
Earth Science Tech, Inc. announced that a Quebec Cease Trade Order (CTO) dating back to December 5, 2019, has been revoked and is now marked as 'Inactive' on the Canadian Sedar website.
🚩 Red Flags
- The existence of a long-standing (5-year) Cease Trade Order suggests historical regulatory or reporting non-compliance issues in Canada.
📋 Key Facts
- The Quebec Cease Trade Order (CTO) dated December 5, 2019, was officially revoked.
- Notification of revocation received by the Company on June 4, 2024.
- Status changed to 'Inactive' on the Canadian Sedar website.
Earth Science Tech, Inc. filed an 8-K to disclose a press release containing the CEO's annual letter for the fiscal year ended March 31, 2024.
📋 Key Facts
- The filing is pursuant to Item 7.01 (Regulation FD Disclosure).
- The company issued an annual letter from the CEO regarding the fiscal year ending March 31, 2024.
- The information in the press release is not considered 'filed' for purposes of Section 18 liability.
Earth Science Tech, Inc. announced the appointment of Christopher Rose as the new Chief Technology Officer (CTO) on April 16, 2024.
📋 Key Facts
- Christopher Rose appointed as Chief Technology Officer (CTO) effective April 16, 2024.
- The CTO will receive an annual base salary of $270,000, paid biweekly.
- Compensation includes milestone-based bonuses and potential year-end discretionary bonuses from the CEO.
- Rose brings experience from a Fortune 100 company where he managed enterprise-wide automation.
Earth Science Tech, Inc. announced a leadership restructuring on April 9, 2024, where Mario G. Tabraue transitioned from President to Chief Operations Officer (COO). The change involves no change in compensation for the individual.
📋 Key Facts
- Effective Date: April 9, 2024
- Mario G. Tabraue appointed as Chief Operations Officer (COO)
- Mario G. Tabraue relinquishes role as President
- Compensation remains consistent with the October 1, 2023 disclosure
Earth Science Tech, Inc. announced a change in its executive leadership, involving the resignation of CFO Gabrielle Schuster and the appointment of Ernesto L. Flores as the new CFO.
🚩 Red Flags
- Sudden departure of a Chief Financial Officer (CFO) can sometimes indicate internal disagreements or financial irregularities, though no specific cause was cited in this filing.
📋 Key Facts
- Gabrielle Schuster resigned from her role as Chief Financial Officer on March 3, 2024.
- Ernesto L. Flores was appointed as the new CFO effective March 4, 2024.
- Mr. Flores will receive an annual base salary of $160,000 paid biweekly.
- The compensation package for the new CFO includes milestone-based bonuses and potential discretionary year-end bonuses.
Earth Science Tech, Inc. has replaced its former accountant, R. Bolko, CPA, P.A., with Assurance Dimensions Certified Public Accountants & Associates for the fiscal year ending March 31, 2024. While the company claims no disagreement with the predecessor, the previous auditor had issued a going concern qualification in the prior fiscal year.
🚩 Red Flags
- Previous auditor issued a 'going concern' qualification in the most recent completed audit (FY ended March 31, 2023).
- Auditor change occurring while facing potential solvency issues (implied by previous going concern language).
📋 Key Facts
- New Accountant: Assurance Dimensions Certified Public Accountants & Associates engaged on February 15, 2024.
- Former Accountant: R. Bolko, CPA, P.A.
- The change is reportedly due to the new accountant being located closer to company operations.
- The former accountant's report for the fiscal year ending March 31, 2023, contained a going concern qualification.
Earth Science Tech, Inc. has determined that its previously audited financial statements for the fiscal year ended March 31, 2023, contain errors related to Goodwill reporting and will be revising its Annual Report.
🚩 Red Flags
- Restatement of previously issued audited financial statements (Item 4.02).
- Errors in Goodwill accounting often indicate weaknesses in internal controls over financial reporting.
- Potential for further adjustments if the 'less than 1% revenue' assessment is later disputed by auditors.
📋 Key Facts
- Errors identified in audited financial statements for the year ended March 31, 2023.
- The error specifically relates to the recording and reporting of Goodwill.
- The Company intends to submit a Form 10-K/A by the end of February 2024.
- Errors in quarterly reports (Form 10-Q) for periods ended June 30, Sept 30, and Dec 31, 2023, were evaluated as having less than 1% impact on revenue.
- The company claims the errors do not require restatement of the unaudited quarterly reports.
Earth Science Tech, Inc. announced a $5 million common stock repurchase program via a press release on January 29, 2024.
📋 Key Facts
- Announcement of a $5 million common stock repurchase program.
- The announcement was made via a press release issued on January 29, 2024.
- The filing is submitted under Item 7.01 (Regulation FD Disclosure).
Earth Science Tech, Inc. amended its Articles of Incorporation to significantly reduce its authorized shares of common stock from 750 million to 350 million shares via shareholder consent.
🚩 Red Flags
- Significant reduction in authorized shares can be a precursor to or part of restructuring efforts often seen in companies facing delisting threats or capital constraints.
- The reduction is substantial (over 53% decrease), which may signal an attempt to clean up the capital structure.
📋 Key Facts
- Amendment approved via Shareholder Written Consent and Corporate Resolution on November 28, 2023.
- Authorized shares reduced from 750,000,000 to 350,000,000.
- The amendment was officially stamped/uploaded by the State of Florida on January 8, 2024.