{"url_path":"/sec/etst/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/1538495/0001493152-26-029160-index.html","accession_number":"0001493152-26-029160","cik":"0001538495","ticker":"ETST","issuer_name":"Earth Science Tech, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1538495/0001493152-26-029160-index.html","primary_entity_key":"0001538495","primary_entity_name":"Earth Science Tech, Inc."},"word_count":7948,"has_tables":true,"body_markdown":"**ITEM\n8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**\n\n \n\nThe\nfinancial statements required by this item are set forth at the pages indicated in Part IV, Item 15(a)(1) of this Annual Report.\n\n \n\n25\n\n \n\n \n\n**EARTH\nSCIENCE TECH, INC. AND SUBSIDIARIES**\n\n \n\n**Table\nof Contents**\n\n \n\n[Report of Independent Registered Public Accounting Firms](#am_015)\nF-1\n\n \n \n\n[Consolidated Balance Sheets as of March 31, 2026, and March 31, 2025](#am_016)\nF-3\n\n \n \n\n[Consolidated Statements of Operations for the Years Ended March 31, 2026, and March 31, 2025](#sq_001)\nF-4\n\n \n \n\n[Consolidated\nStatements of Changes in Stockholders’ Equity for the Years ended March 31, 2026, and 2025](#sq_002)\nF-5\n\n \n \n\n[Consolidated Statements of Cash Flows for the Years Ended March 31, 2026, and March 31, 2025](#sq_003)\nF-6\n\n \n \n\n[Notes for the Consolidated Financial Statements](#sq_016)\nF-7\n\n** **\n\n****\n\n26\n\n \n\n** **\n\n**REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n  \n\nTo\nthe stockholders and the board of directors of\n\nEarth\nScience Tech, Inc.\n\n \n\n**Opinion\non the Consolidated Financial Statements**\n\n** **\n\nWe\nhave audited the accompanying consolidated balance sheet of Earth Science Tech, Inc. and subsidiaries (the “Company”) as\nof March 31, 2026, the related consolidated statement of operations, stockholders’ equity, and cash flows for the year ended March\n31, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the\nconsolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026,\nand the results of its consolidated operations and its cash flows for the year ended March 31, 2026, in conformity with accounting principles\ngenerally accepted in the United States of America.\n\n \n\n**Basis\nfor Opinion**\n\n** **\n\nThese\nconsolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion\non the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public\nCompany Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company\nin accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission\nand the PCAOB.\n\n \n\nWe\nconducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.\nThe Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part\nof our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing\nan opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur\naudit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due\nto error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence\nregarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles\nused and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.\nWe believe that our audit provides a reasonable basis for our opinion.\n\n \n\n**Critical\nAudit Matters**\n\n \n\nThe critical audit matters communicated below are\nmatters arising from the current period audit of the financial statements that were communicated or required to be communicated to the\naudit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially\nchallenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the\nfinancial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions\non the critical audit matters or on the accounts or disclosures to which they relate.\n\n \n\nWe did not identify any critical audit\nmatters that need to be communicated.\n\n \n\n \n\nSemple,\nMarchal & Cooper, LLP (PCAOB ID #178)\n\nCertified\nPublic Accountants\n\n \n\nWe\nhave served as the Company’s auditor since 2026.\n\nPhoenix,\nAZ\n\nJune\n18, 2026\n\n \n\nF-1\n\n \n\n \n\n**REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nTo\nthe Board of Directors and\n\nStockholders\nof Earth Science Tech, Inc.\n\n \n\n**Opinion\non the Financial Statements**\n\n \n\nWe\nhave audited the accompanying consolidated balance sheet of Earth Science Tech, Inc. and its Subsidiaries (the Company) as of March 31,\n2025, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended March 31,\n2025, and the related consolidated notes (collectively referred to as the financial statements). In our opinion, the consolidated financial\nstatements present fairly, in all material respects, the financial position of the Company as of March 31, 2025, and the results of its\noperations and its cash flows for year ended March 31, 2025, in conformity with accounting principles generally accepted in the United\nStates of America.\n\n \n\n**Basis\nfor Opinion**\n\n \n\nThese\nfinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s\nfinancial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board\n(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities\nlaws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe\nconducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company\nis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,\nwe are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion\non the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur\naudit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or\nfraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding\nthe amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant\nestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides\na reasonable basis for our opinion.\n\n \n\n**Critical\nAudit Matters**\n\n \n\nThe\ncritical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated\nor required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial\nstatements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters\ndoes not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit\nmatters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\n\n \n\nWe\ndid not identify any critical audit matters that need to be communicated.\n\n \n\n/s/\nStephano Slack LLC (PCAOB ID # 003523)\n\n \n\nWe\nhave served as the Company’s auditor since 2025.\n\nWayne,\nPennsylvania\n\nJune\n26, 2025\n\n \n\nF-2\n\n \n\n \n\n**EARTH\nSCIENCE TECH, INC. AND SUBSIDIARIES**\n\n**CONSOLIDATED\nBALANCE SHEETS**\n\n**AS\nOF MARCH 31, 2026, AND 2025**\n\n \n\n  \n2026  \n2025 \n\n  \nAs of March 31, \n\n  \n2026  \n2025 \n\nASSETS: \n   \n  \n\nCurrent Assets \n    \n   \n\nCash and cash equivalents \n$796,797  \n$1,473,228 \n\nAccounts receivable, net \n 356,054  \n 129,064 \n\nEquity securities \n 1,360,040  \n 645,438 \n\nInventory \n 682,059  \n 503,938 \n\nLong lived assets, available for sale \n 371,684  \n - \n\nPrepaid Expenses and other current assets \n 154,480  \n 358,837 \n\nTotal Current Assets \n 3,721,114  \n 3,110,505 \n\nNon-Current Assets \n    \n   \n\nProperty and Equipment, net \n 1,517,888  \n 1,384,110 \n\nRight of use assets, net \n 95,317  \n 172,429 \n\nIntangible assets, net \n 208,170  \n 96,885 \n\nDeferred tax asset, net \n 772,294  \n - \n\nGoodwill \n 2,654,554  \n 2,302,792 \n\nTOTAL ASSETS \n$8,969,337  \n$7,066,721 \n\nLIABILITIES AND EQUITY: \n    \n   \n\nCurrent Liabilities \n    \n   \n\nAccounts payable \n$681,925  \n$492,352 \n\nAccrued expenses and other payables \n 1,150,442  \n 2,322,022 \n\nCurrent portion of operating lease obligations \n 96,206  \n 121,851 \n\nCurrent portion of loans & obligations \n -  \n 30,592 \n\nShort-term business loans \n -  \n 179,488 \n\nTotal Current Liabilities \n 1,928,573  \n 3,146,305 \n\nLong-Term Liabilities \n    \n   \n\nLease Liability \n -  \n 37,878 \n\nLoans and Obligations \n -  \n 31,427 \n\nTotal Liabilities \n 1,928,573  \n 3,215,610 \n\nCommitments and Contingencies (Note 11) \n -  \n - \n\nStockholders’ Equity \n    \n   \n\nPreferred stock, par value $0.001 per share, 1,000,000 shares authorized; 1,000,000 and 1,000,000 shares issued and outstanding as of March 31, 2026, and March 31, 2025, respectively \n 1,000  \n 1,000 \n\nCommon stock, par value $0.001 per share, 300,000,000 shares authorized; 291,324,607 shares issued and outstanding as of March 31, 2026, and 295,347,903 issued and 294,302,607 outstanding as of March 31, 2025 \n 291,324  \n 295,348 \n\nAdditional Paid in Capital \n 30,826,352  \n 31,480,143 \n\nAccumulated Deficit \n (24,108,199) \n (27,738,975)\n\nTreasury Stock, at cost (0 and 1,045,296 shares as of March 31, 2026, and March 31, 2025, respectively) \n -  \n (186,405)\n\nTotal Stockholders’ Equity \n 7,010,477  \n 3,851,111 \n\nNon-Controlling Interest \n 30,287  \n - \n\nTotal Equity \n 7,040,764  \n 3,851,111 \n\nTOTAL LIABILITIES AND EQUITY \n$8,969,337  \n$7,066,721 \n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n \n\nF-3\n\n \n\n \n\n**EARTH\nSCIENCE TECH, INC. AND SUBSIDIARIES**\n\n**CONSOLIDATED\nSTATEMENTS OF OPERATIONS**\n\n**FOR\nYEARS ENDED MARCH 31, 2026, AND 2025**\n\n \n\n  \n2026  \n2025 \n\n  \n   \n  \n\nRevenue \n$35,695,614  \n$33,117,624 \n\nCost of Goods Sold \n 10,207,557  \n 8,817,488 \n\nGross Profit \n 25,488,057  \n 24,300,136 \n\nExpenses \n    \n   \n\nSalaries Expense \n 13,776,033  \n  14,115,643 \n\nSelling general and administrative expenses \n 3,571,448  \n 4,154,838 \n\nBank charges \n 1,006,026  \n 1,066,577 \n\nAdvertising & marketing \n 2,840,553  \n 836,860 \n\nLegal and professional fees \n 221,179  \n 305,932 \n\nInsurance \n 168,353  \n 180,281 \n\nOperating lease cost \n 180,753  \n 98,434 \n\nDepreciation and amortization \n 284,396  \n 53,951 \n\nUtilities \n 130,790  \n 39,661 \n\nTotal Expenses \n$22,179,531  \n$20,852,178 \n\nOther income (expense) \n    \n   \n\nDividend and interest income \n 15,458  \n 9,141 \n\nNet realized gain on sale of investments \n 671,528  \n 300,162 \n\nUnrealized Gain (Loss) on fair value changes of investments \n (957,118) \n (365,661)\n\nOther \n 67,194  \n - \n\nInterest Expense \n (16,327) \n (21,189)\n\nNet Income before taxes \n 3,089,261  \n 3,370,411 \n\nIncome Taxes \n (511,676) \n 116,776 \n\nNet Income \n$3,600,937  \n$3,253,635 \n\n  \n    \n   \n\nNet Income/(Loss) attributed to non-controlling interest \n (29,839) \n - \n\nNet Income available to common stockholders’ \n 3,630,776  \n 3,253,635 \n\nEarnings per common share-Basic and Diluted \n$0.012  \n$0.011 \n\n  \n    \n   \n\nWeighted average number of shares outstanding- Basic and Diluted \n 293,069,803  \n 303,521,458 \n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n \n\nF-4\n\n \n\n \n\n**EARTH\nSCIENCE TECH, INC. AND SUBSIDIARIES**\n\n**CONSOLIDATED\nSTATEMENTS OF STOCKHOLDERS**’ **EQUITY**\n\n**FOR\nYEARS ENDING MARCH 31, 2026, AND 2025**\n\n \n\nDescription \nShares  \nAmount  \nShares  \nAmount  \nCapital  \nDeficit  \nNCI  \nStock  \nTotal \n\n  \nCommon Stock  \nPreferred Stock  \n**Additional paid in**  \n**Accumulated**  \n   \n**Treasury**  \n  \n\nDescription \nShares  \nAmount  \nShares  \nAmount  \nCapital  \nDeficit  \nNCI  \nStock  \nTotal \n\nBalance at March 31, 2025 \n 295,347,903  \n$295,348  \n 1,000,000  \n$1,000  \n$31,480,143  \n$(27,738,975) \n -  \n$(186,405) \n$3,851,111 \n\nBalance \n 295,347,903  \n$295,348  \n 1,000,000  \n$1,000  \n$31,480,143  \n$(27,738,975) \n -  \n$(186,405) \n$3,851,111 \n\nRepurchase of common stock \n -  \n    \n    \n -  \n -  \n -  \n -  \n (471,410) \n (471,410)\n\nRetirement Treasury Stock \n (4,023,296) \n (4,024) \n -  \n -  \n (653,791) \n -  \n -  \n 657,815  \n - \n\nAcquisition of subsidiaries \n -  \n -  \n -  \n -  \n -  \n -  \n 60,126  \n -  \n 60,126 \n\nNet Income \n -  \n -  \n -  \n -  \n -  \n 3,630,776  \n (29,839) \n -  \n 3,600,937 \n\nBalance at March 31, 2026 \n 291,324,607  \n$291,324  \n 1,000,000  \n 1,000  \n$30,826,352  \n$(24,108,199  \n$30,287  \n$-  \n$7,040,764 \n\nBalance \n 291,324,607  \n$291,324  \n 1,000,000  \n 1,000  \n$30,826,352  \n$(24,108,199  \n$30,287  \n$-  \n$7,040,764 \n\n \n\nDescription \nShares  \nAmount  \nShares  \nAmount  \nCapital  \nDeficit  \nStock  \nTotal \n\n  \nCommon Stock  \nPreferred Stock  \nAdditional paid in  \nAccumulated  \nTreasury  \n  \n\nDescription \nShares  \nAmount  \nShares  \nAmount  \nCapital  \nDeficit  \nStock  \nTotal \n\nBalance at March 31, 2024 \n 309,981,819  \n$309,982  \n 1,000,000  \n$1,000  \n$31,593,399  \n$(29,655,076) \n -  \n$2,249,305 \n\nBalance \n 309,981,819  \n$309,982  \n 1,000,000  \n$1,000  \n$31,593,399  \n$(29,655,076) \n -  \n$2,249,305 \n\nRepurchase of common stock \n (14,633,916) \n (14,635) \n -  \n -  \n (113,256) \n (1,337,534) \n -  \n (1,465,425)\n\nTreasury Stock \n -  \n -  \n -  \n -  \n -  \n -  \n (186,405) \n (186,404)\n\nNet Income \n    \n    \n    \n    \n    \n 3,253,635  \n -  \n 3,253,635 \n\nBalance at March 31, 2025 \n 295,347,903  \n$295,347  \n 1,000,000  \n$1,000  \n$31,480,143  \n$(27,738,975) \n$(186,405) \n$3,851,111 \n\nBalance \n 295,347,903  \n$295,347  \n 1,000,000  \n$1,000  \n$31,480,143  \n$(27,738,975) \n$(186,405) \n$3,851,111 \n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n \n\nF-5\n\n \n\n \n\n**EARTH\nSCIENCE TECH, INC. AND SUBSIDIARIES**\n\n**CONSOLIDATED\nSTATEMENTS OF CASH FLOWS**\n\n**FOR\nYEARS ENDED MARCH 31, 2026, AND 2025**\n\n \n\n  \n2026  \n2025 \n\nCash flows from operating activities: \n    \n   \n\nNet Income \n$3,600,937  \n$3,253,635 \n\nAdjustments to reconcile net income to net cash provided by operating activities: \n    \n   \n\nDepreciation and amortization \n 284,396  \n 53,951 \n\nStock based compensation \n —  \n - \n\nUnrealized loss on investments \n 957,118  \n 365,661 \n\nRealized gain on sale of investments \n (671,528) \n (300,162)\n\n  \n    \n   \n\nChanges in operating assets and liabilities, net of acquisition: \n    \n   \n\nAccounts receivable \n (226,990) \n 106,359 \n\nPrepaid expenses and other current assets \n (120,843) \n (349,485)\n\nInventory \n (141,516) \n (188,200)\n\nDeferred tax asset \n (772,294) \n   \n\nAccounts payable and accrued expenses and other \n (968,417) \n 1,430,631 \n\nNet cash provided by operating activities \n 1,940,863  \n 4,372,390 \n\n  \n    \n   \n\nCash flows from investing activities: \n    \n   \n\nPurchases of property and equipment, intangibles and long-lived assets available for sale \n (756,619) \n (753,165)\n\nPurchase of investments \n (7,574,996) \n (4,312,675)\n\nSale of investments \n 6,574,804  \n 3,601,738 \n\nCash used for assets acquisition, net of cash acquired \n (147,566) \n (417,248)\n\nNet cash used in investing activities \n (1,904,377) \n (1,881,350)\n\n  \n    \n   \n\nCash flows from financing activities: \n    \n   \n\nPayments on loans and obligations \n (241,507) \n (429,131)\n\nProceeds from loan payable \n -  \n 179,488 \n\nRepurchase of common stock \n (471,410) \n (1,465,890)\n\nNet Cash used in financing activities \n (712,917) \n (1,715,533)\n\nNet increase (decrease) in cash and cash equivalents \n (676,431) \n 775,507 \n\nCash and cash equivalents at beginning of the year \n 1,473,228  \n 697,721 \n\nCash and cash equivalents at end of the year \n$796,797  \n$1,473,228 \n\n  \n    \n   \n\nSupplemental Disclosure of Cash Flow Information: \n    \n   \n\nCash paid for interest \n$16,327  \n$21,189 \n\nCash paid for income taxes \n$152,599  \n$28,319 \n\nNon-Cash Transactions \n -  \n - \n\nInitial recognition of right of use asset \n$104,906  \n$100,294 \n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n \n\nF-6\n\n \n\n \n\n**NOTE\n1 — ORGANIZATION AND NATURE OF OPERATION**\n\n \n\nETST\noperates as a diversified holding company focused on the health and wellness sector. The Company’s principal operating strategy\nis to build a vertically integrated healthcare platform that combines compounding pharmacy operations, telemedicine platforms, clinical\nsupport, and direct-to-patient fulfillment. The Company’s healthcare operations are supported by investments in real estate and\nasset management activities and a consumer products business.\n\n \n\nThe\ncore of the Company’s value proposition is the seamless integration of patient care, from consultation to fulfillment. This is\nachieved through the synergy of specialized subsidiaries. The Company’s activities include:\n\n \n\nHealth\nand wellness\n\n \n\n●RxCompoundStore.com:\nMulti-state (Florida based) sterile/non-sterile compounding for specialized therapies; providers\nand patients needing access beyond retail chains.\n\n   \n\n●Mister\nMeds: Multi-state (Texas based) sterile/hazardous compounding center; Texas patients and\nreferring clinicians; fast TX dispensing and hub for nearby states.\n\n   \n\n●Peaks\nCurative: Frictionless asynchronous consults funneling to licensed pharmacies; digitally\nengaged patients seeking convenience.\n\n   \n\n●DOConsultations:\nVirtual care brand for home-based therapies; patients wanting guided telehealth with ongoing\nfollow-up.\n\n   \n\n●Villas Health Care: Localized in-person wellness clinic designed to expand patient access.\n\n \n\nAsset\nManagement and Other\n\n \n\n●Avenvi:\nA diversified real estate company engaged in development, asset management, and financing.\nWith a growing portfolio of real estate holdings, Avenvi provides turnkey solutions from\ndevelopment to end-user financing. It also manages investment activities for ETST and oversees\nthe Company’s ongoing $10 million share repurchase program.\n\n   \n\n●MagneChef:\nA direct-to-consumer retail brand. Utilizing its patents and intellectual properties,\nthe company aims to develop new products that can be marketed and sold online. Currently,\nthe company has developed products for cooking. MagneChef is in the process of expanding\nits product line for new offerings that incorporate its intellectual property.\n\n \n\n**NOTE\n2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\n*Basis\nof presentation*\n\n \n\nThe\naccompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United\nStates of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).\n\n \n\n*Principles\nof consolidation*\n\n \n\nThe\naccompanying consolidated financial statements include all the accounts of the Earth Science Tech, Inc. and its wholly owned subsidiaries\nRxCompound, Peaks, Avenvi, Mister Meds, Villas Health, DOConsultations, and majority owned subsidiary Magnechef (collectively, the “Company”).\nAll intercompany transactions have been eliminated during consolidation.\n\n \n\n**Use\nof estimates and assumptions**\n\n \n\nThe\npreparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of\nAmerica requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure\nof contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during\nthe reporting period. The areas requiring material estimates are impairment of goodwill, provision for taxation, useful lives of depreciable\nassets, useful lives of intangible assets, recoverability of inventory and long-lived assets available for sale, commitments and contingencies,\nand going concern assessment. The estimates and underlying assumptions are reviewed on an ongoing basis. Actual results could differ\nfrom those estimates.\n\n \n\nF-7\n\n \n\n \n\n**Impairment\nof Long-Lived Assets**\n\n \n\nThe\nCompany evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an\nasset may not be recoverable. Recoverability is assessed based on the estimated undiscounted cash flows expected to result from the use\nand eventual disposition of the assets. If the carrying amount exceeds the asset’s fair value, an impairment loss is recognized\nin the amount of the excess. No impairment losses were recognized for the years ended March 31, 2026, and 2025.\n\n \n\n**Cash\nand cash equivalents.**\n\n \n\nCash\nand cash equivalents include all highly liquid financial instruments with original maturities of three months or less, As of March 31,\n2026, the Company’s cash balance exceeded federally insured limits by approximately $142,450. The Company maintains its cash with\nhigh-credit-quality financial institutions and has not experienced any losses in such accounts. Management believes the Company is not\nexposed to significant credit risk with respect to these balances.\n\n \n\n**Accounts\nReceivable.**\n\n \n\nAccounts\nreceivable are carried at their contractual amounts, less an estimated allowance for credit losses. Management estimates the allowance\nfor credit losses using a loss-rate approach based on historical loss information, adjusted for management’s expectations about\ncurrent and future economic conditions, as the basis to determine expected credit losses. Management exercises significant judgment in\ndetermining expected credit losses. Key inputs include macroeconomic factors, industry trends, the creditworthiness of counterparties,\nhistorical experience, the financial conditions of the customers, and the amount and age of past due accounts. Management believes that\nthe composition of receivables at year-end is consistent with historical conditions as credit terms and practices and the client base\nhas not changed significantly. Receivables are considered past due if full payment is not received by the contractual due date. Past\ndue accounts are generally written off against the allowance for credit losses only after all collection attempts have been exhausted.\nAs of March 31, 2026, and 2025, the Company had not recorded an allowance for credit losses, as management determined that no reserve\nwas necessary based on its assessment of the collectability of outstanding balances and the credit quality of its customers.\n\n \n\n**Revenue\nrecognition**\n\n \n\nIn\naccordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606,\nRevenue from Contracts with Customers, the Company recognizes revenue when it satisfies performance obligations, by transferring promised\ngoods or services to customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange\nfor fulfilling those performance obligations. Revenue for product sales is recognized at point of sale i.e. upon shipment. Revenue for\nservices is recognized upon completion of the contracted service i.e. in-person and telemedical doctor consultations. There are no material\ncontract assets or contract liabilities.\n\n \n\n**Equity\nsecurities**\n\n \n\nThe\nCompany accounts for its equity securities in accordance with ASC 321, Investments – Equity Securities, as amended by ASU 2016-01,\nRecognition and Measurement of Financial Assets and Financial Liabilities. Equity securities with readily determinable fair values are\nmeasured at fair value, with changes in fair value recognized in earnings in the period in which they occur.\n\n \n\nF-8\n\n \n\n \n\nThe\nfollowing summarizes the aggregate cost and fair value of the Company’s equity securities as of March 31, 2026, and 2025:\n\n SCHEDULE OF EQUITY INVESTMENTS\n\n  \nFor the Years Ending March 31, \n\n  \n2026  \n2025 \n\nCost Basis \n$2,317,158  \n 1,011,099 \n\nUnrealized loss \n (957,118) \n (365,661)\n\nEquity securities - Fair value \n$1,360,040  \n 645,438 \n\n \n\n**Disaggregated\nRevenue**\n\n \n\nIn\naccordance with ASC 606, the Company disaggregates revenue from contracts with customers by category as it believes it best depicts how\nthe nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.\n\n \n\nThe\nCompany’s disaggregated revenue by category is as follows:\n\n SCHEDULE OF DISAGGREGATED REVENUE \n\n  \n2026  \n2025 \n\n  \nFor the Years Ending March 31, \n\n  \n2026  \n2025 \n\n  \n   \n  \n\nSale of pharmaceutical products and medical consultations \n$32,908,881  \n$30,027,373 \n\nShipping and handling \n 2,485,908  \n 3,090,251 \n\nOther \n 300,825  \n - \n\nTotal revenue, net \n$35,695,614  \n$33,117,624 \n\n \n\n SCHEDULE\nOF ACCOUNTS RECEIVABLE\n\n  \n2026  \n2025 \n\n  \nAs of March 31, \n\n  \n2026  \n2025 \n\nAccounts Receivables, Net \n$356,054  \n$129,064 \n\n  \n    \n   \n\n \n\n**Inventory**\n\n \n\nInventory\nis stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out (FIFO) method.\n\n \n\nThe\nCompany evaluates inventory for excess and obsolescence based on factors such as current inventory levels, estimated product life cycles,\nhistorical and forecasted customer demand, and input from the product development team. When necessary, a reserve is recorded to reduce\nthe carrying value of inventory to its estimated net realizable value. These estimates and assumptions are reviewed at least annually\nand updated as needed based on the Company’s business plans and market conditions.\n\n \n\n**Long\nlived asset available for sale**\n\n \n\nAs\nof March 31, 2026, the Company classified a residential property as a long-lived asset held for sale with a carrying value of $371,684,\nwhich is presented within current assets in the accompanying consolidated balance sheet.\n\n \n\nPrior\nto year-end, management committed to a plan to sell the property, which was available for immediate sale in its present condition.\n\n \n\nF-9\n\n \n\n \n\nSubsequent\nto March 31, 2026, the Company entered into a binding agreement to sell the property with an expected gain on the sale.\n\n \n\n**Cost\nof goods sold**\n\n \n\nComponents\nof cost of goods sold include product costs, consumables, testing and shipping costs to customers and any inventory adjustments.\n\n \n\n**Shipping\nand Handling**\n\n \n\nCosts\nincurred by the Company for shipping and handling are included in costs of revenue.\n\n \n\n**Salaries\nExpense**\n\n \n\nSalaries\nexpense is the aggregate cost associated with all employees, including named executives, pharmacists, administrative staff and technicians\ninvolved in fulfillment.\n\n \n\n**Income\ntaxes**\n\n \n\nThe\nCompany accounts for income taxes under ASC 740, Income Taxes. Under ASC 740, deferred tax assets and liabilities are recognized for\nthe future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities\nand their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable\nincome in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and\nliabilities of a change in tax rates is recognized in income in the period, which includes the enactment date. Deferred tax assets are\nreduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of or all the deferred\ntax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on\nthe date of enactment.\n\n \n\n**Earnings\nper share**\n\n \n\nThe\nCompany follows ASC 260 to account for earnings per share. Basic earnings per common share calculations are determined by dividing net\nresults from operations by the weighted average number of shares of common stock outstanding during the reporting period. Diluted earnings\nper share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted.\nDiluted earnings per share is calculated using the weighted average number of common shares outstanding during the period, adjusted for\nthe dilutive effect of common stock equivalents, if any, using the treasury stock method.\n\n \n\nFor\nthe years ended March 31, 2026, and 2025, basic and diluted earnings per share are the same because the Company had no potentially dilutive\nsecurities outstanding during those periods.\n\n \n\n**Goodwill**\n\n \n\nGoodwill\nrepresents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination.\nGoodwill is reviewed for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the carrying\namount of goodwill may be impaired. In conducting its annual impairment test, the Company first reviews qualitative factors to determine\nwhether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If factors indicate that\nthe fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative assessment, and the fair value\nof the reporting unit is determined. If the carrying value of the reporting unit exceeds fair value, an impairment loss equal to the\nexcess is recorded.\n\n \n\nF-10\n\n \n\n \n\n**Fair\nValue**\n\n \n\nFASB\nASC 820, *Fair Value Measurements and Disclosure*s (“ASC 820”) establishes a framework for all fair value measurements\nand expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received\nto sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820\nrequires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:\n\n \n\nLevel\n1 *—* Quoted market prices for identical assets or liabilities in active markets or observable inputs,\n\n \n\nLevel\n2 *—* Significant other observable inputs that can be corroborated by observable market data; and\n\n \n\nLevel\n3 *—* Significant unobservable inputs that cannot be corroborated by observable market data.\n\n \n\nAs\nof March 31, 2026, and 2025, all the Company’s investments were classified as Level 1 and were measured at fair value using quoted\nmarket prices in active markets.\n\n \n\nThe\nfair value of the Company’s debt approximates its carrying value as of March 31, 2026. Factors that the Company considered when\nestimating the fair value of its debt included market conditions, liquidity levels in the private placement market, variability in pricing\nfrom multiple lenders and terms of debt.\n\n \n\n**Property\nand equipment**\n\n \n\nProperty\nand equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and\nbetterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation\nare removed from the respective accounts, and any gain or loss is included in operations. Depreciation on property and equipment is charged\nusing a straight-line method over the estimated useful life of 5 years. An estimated useful life of 20 years is used for buildings.\n\n \n\n**Recently\nissued accounting pronouncements**\n\n** **\n\nIn\n2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements\nto the Accounting for Internal-Use Software, which updates the guidance for capitalizing internal-use software costs by introducing a\nprinciples-based recognition threshold that focuses on management authorization and committed funding and the probability of project\ncompletion and intended use, with explicit consideration of development uncertainty. The ASU also enhances related disclosures for capitalized\nsoftware and does not change the guidance for software to be sold, leased, or otherwise marketed. ASU 2025-06 is effective for fiscal\nyears beginning after December 15, 2027, and for interim periods within those fiscal years, with early adoption permitted and multiple\ntransition options available. The Company has not early adopted this guidance and is evaluating its impact on capitalization policies,\nexpense recognition timing, and related disclosures; the impact is not expected to be material to the consolidated financial statements\nbut will require additional disclosures.\n\n** **\n\nIn\n2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures,\nwhich requires public business entities to present in the notes a tabular disaggregation of each relevant income-statement expense caption\nwithin continuing operations into specified natural categories (including purchases of inventory, employee compensation, depreciation,\nintangible-asset amortization, and depletion/DD&A), with reconciling “other” and related narrative descriptions, and\nto disclose total selling expenses and the Company’s definition of “selling expenses.” The ASU is disclosure-only and\ndoes not change recognition, measurement, or presentation on the face of the income statement. ASU 2024-03 is effective for fiscal years\nbeginning after December 15, 2026, and for interim periods within those fiscal years beginning after December 15, 2027, with early adoption\npermitted. The Company has not early adopted this guidance and is evaluating its impact, which is not expected to be material to the\nconsolidated financial statements but will result in additional footnote disclosures.\n\n** **\n\n****\n\nF-11\n\n \n\n** **\n\nIn\nNovember 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires\npublic entities to disclose significant segment expenses and other segment items on an interim and annual basis and provide in interim\nperiods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The ASU does\nnot change how a public entity identifies its operating segments, aggregates them, or applies the quantitative threshold to determine\nits reportable segments. The new disclosure requirements are also applicable to entities that account and report as a single operating\nsegment entity. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years\nbeginning after December 15, 2024. The Company adopted the guidance for the annual reporting period ended December 31, 2024. There was\nno impact on the Company’s reportable segments identified.\n\n \n\n**Intangible\nassets**\n\n \n\nIntangible\nassets consist of a telemedicine platform, web domains, patents, designs and software. These intangible assets are considered to have\nfinite useful lives and are amortized on a straight-line basis over estimated useful lives ranging from five years to twenty years.\n\n \n\nThe\nCompany reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not\nbe recoverable. If such indicators exist, the Company compares the carrying amount of the asset to the expected undiscounted future cash\nflows. An impairment loss is recognized if the carrying amount exceeds the asset’s fair value. No impairment losses were recognized\nfor the years ended March 31, 2026, and 2025.\n\n \n\n**NOTE\n3- INVENTORY**\n\n \n\nAs\nof March 31, 2026, and March 31, 2025, inventory consisted of raw materials and finished goods. Given the nature of our pharmaceutical\nproducts, and the storage protocols associated with inventories compounding activities occur at the time of, or shortly before receipt\nof customer orders and shipment of finished goods.\n\n \n\nAs\nof March 31, 2026, and 2025, the Company’s inventory consisted of raw materials totaling $612,824 and $411,810, respectively,\nand finished goods totaling $69,235 and $92,128, respectively.\n\n \n\n**NOTE\n4 – PROPERTY AND EQUIPMENT, NET**\n\n SCHEDULE OF PROPERTY AND EQUIPMENT\n\n  \n2026  \n2025 \n\n  \nAs of March 31, \n\n  \n2026  \n2025 \n\nLand \n$305,651  \n$281,209 \n\nBuilding \n 329,647  \n 329,647 \n\nEquipment \n 1,194,786  \n 860,736 \n\nProperty and Equipment, cost \n 1,194,786  \n 860,736 \n\nLess: Accumulated depreciation \n (312,196) \n (87,482)\n\nProperty and Equipment, Net \n$1,517,888  \n$1,384,110 \n\n \n\nDepreciation\nexpense for the years ended March 31, 2026, and March 31, 2025, were $219,862 and $43,998 respectively.\n\n \n\n**NOTE\n5- LEASES**\n\n \n\nThe\nCompany treats a contract as a lease when the contract conveys the right to use a physically distinct asset for a period in exchange\nfor consideration, or the Company directs the use of the asset and obtains substantially all the economic benefits of the asset. These\nleases are recorded as right-of-use (“ROU”) assets and lease obligation liabilities for leases with terms greater than 12\nmonths. ROU assets represent the Company’s right to use an underlying asset for the entirety of the lease term. Lease liabilities\nrepresent the Company’s obligation to make payments over the life of the lease. A ROU asset and a lease liability are recognized\nat commencement of the lease based on the present value of the lease payments over the life of the lease. Initial direct costs are included\nas part of the ROU asset upon commencement of the lease. Since the interest rate implicit in a lease is generally not readily determinable\nfor the operating leases, the Company uses an incremental borrowing rate to determine the present value of the lease payments. The incremental\nborrowing rate represents the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar lease\nterm to obtain an asset of similar value.\n\n \n\nF-12\n\n \n\n \n\nThe\nCompany reviews the impairment of ROU assets consistent with the approach applied to the Company’s other long-lived assets, assessing\nrecoverability when events or changes in circumstances indicate the carrying value may not be recoverable. The Company elected the practical\nexpedient to exclude short-term leases (leases with original terms of 12 months or less) from ROU asset and lease liability accounts.\nThe Company has elected not to apply the other transition practical expedients available under ASC 842.\n\n \n\nThe\nCompany’s leases are classified as operating leases. Lease expense for operating leases is recognized on a straight-line basis\nover the lease term.\n\n \n\nSupplemental\nbalance sheet information related to leases were as follows:\n\n SCHEDULE\nOF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES \n\n  \n2026  \n2025 \n\n  \nAs of March 31, \n\n  \n2026  \n2025 \n\nAssets \n    \n   \n\nRight of use asset, net \n$95,317  \n$172,429 \n\n  \n    \n   \n\nOperating lease liabilities \n    \n   \n\nCurrent \n 96,206  \n 121,851 \n\nNon-current \n -  \n 37,878 \n\nTotal Lease Liabilities \n$96,206  \n$159,729 \n\n \n\nThe\ncomponents of lease cost were as follows:\n\n SCHEDULE OF LEASE COST\n\n  \n2026  \n2025 \n\n  \nFor the Years Ending March 31, \n\n  \n2026  \n2025 \n\nOperating lease cost \n$180,753  \n$90,650 \n\nVariable lease cost \n 195,270  \n 7,784 \n\nSublease income \n -  \n - \n\nTotal lease cost \n$376,023  \n$98,434 \n\n \n\nF-13\n\n \n\n \n\nLease\nterm and discount rate were as follows:\n\n SCHEDULE LEASE TERM AND DISCOUNT RATE \n\n  \nFor the Years Ending March 31, \n\n  \n2026  \n2025 \n\nWeighted average remaining lease term - Operating leases \n 1 years  \n 1.5 years \n\n  \n    \n   \n\nWeighted average discount rate - Operating leases \n 3% \n 3%\n\n \n\nThe\nfollowing table presents the future minimum lease payments under non-cancelable operating leases as of March 31, 2026:\n\n SCHEDULE\nOF MATURITY UNDISCOUNTED MINIMUM LEASE PAYMENTS\n\nYear ended March 31 \n\nOperating\n\nLeases\n \n\n2027 \n$92,697 \n\n2028 \n 4,566 \n\nTotal future minimum lease payments \n 97,263 \n\nLess: imputed interest \n (1,057)\n\nPresent value of future minimum lease payments \n$96,206 \n\n \n\n**NOTE\n6 - INTANGIBLE ASSETS**\n\n \n\nIntangible\nassets consisted of the following:\n\n SCHEDULE OF INTANGIBLE ASSETS  \n\n  \n2026  \n2025 \n\n  \nAs of March 31, \n\n  \n2026  \n2025 \n\nTelemedicine Platform \n$17,806  \n$17,806 \n\nWeb Domains \n 53,704  \n 41,386 \n\nInternal use software \n 138,086  \n 56,334 \n\nPatents and Designs \n 89,678  \n - \n\nGross Balance \n 89,678  \n - \n\nAccumulated Amortization \n (91,104) \n (18,641)\n\nNet Balance \n 208,170  \n 96,885 \n\nAmortization expense \n$64,534  \n$9,953 \n\n \n\n**NOTE\n7- GOODWILL**\n\n \n\nGoodwill\nwas recognized in connection with the Company’s acquisitions of RxCompoundStore, LLC (“RxCompound, Peaks, Las Villas, DOCConsultations,\nand MagneChef.\n\n \n\nF-14\n\n \n\n \n\nOn\nNovember 8, 2022, the Company acquired 100% of the outstanding equity interests of RxCompound and Peaks in exchange for shares of the\nCompany’s common stock. These transactions were accounted for as business combinations in accordance with ASC 805, and goodwill\nwas recorded as part of the purchase price allocation.\n\n \n\nOn\nApril 1, 2026, the Company acquired 100% of the outstanding equity interests of Las Villas and DOConsultations, and 80% of the outstanding\nequity interests of MagneChef. These acquisitions were also accounted for as business combinations, and goodwill was recognized for each\ntransaction based on the excess of consideration transferred over the fair value of the identifiable net assets acquired.\n\n \n\n**NOTE\n8- ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES**\n\n \n\nAccrued\nexpenses and other payables consisted of the following:\n\n SCHEDULE OF ACCRUED EXPENSES AND OTHER PAYABLES\n\n  \n2026  \n2025 \n\n  \nAs of March 31, \n\n  \n2026  \n2025 \n\nPayroll accrual \n 508,456  \n 2,067,044 \n\nOther current liabilities \n 445,540  \n 166,551 \n\nIncome tax payable \n 196,446  \n 88,427 \n\nTotal \n$1,150,442  \n$2,322,022 \n\n \n\n**NOTE\n9 – DEBT**\n\n** **\n\nThe\nCompany repaid in full its long-term debt - other during the year ended March 31, 2026. Prior to repayment, the outstanding balance consisted\nof an equipment loan bearing interest at 5.28% per annum, with a contractual maturity date of March 12, 2027. Interest expense related\nto this loan was de minimis for each of the years ended March 31, 2026, and 2025.\n\n \n\nThe\nCompany had no outstanding short-term business loans as of March 31, 2026. From time to time, the Company utilizes a margin loan facility\nwith Charles Schwab, which bears interest at a floating rate, which was approximately 10% per annum as of March 31, 2026. Borrowings\nunder this facility are generally repaid from the proceeds of stock and option transactions and are collateralized by the Company’s\ninvestments in equity securities.\n\n \n\nInterest\nexpense related to the margin loan was approximately $14,000 and $10,000 for the years ended March 31, 2026, and 2025, respectively.\n\n \n\n**NOTE\n10 – ACQUISITION AND RELATED TRANSACTIONS**\n\n \n\nOn\nApril 1, 2025, the Company acquired 100% of the outstanding equity interests of Las Villas Health Care, LLC (“Las Villas”)\nand DOCConsultations, LLC (“DOCConsultations”) for total cash consideration of $200,000. The transactions were accounted\nfor as business combinations in accordance with ASC 805. The transactions resulted in the recognition of goodwill of $117,694.\n\n \n\nOn\nApril 1, 2025, the Company also acquired an 80% controlling interest in MagneChef through the acquisition of Magnefuse LLC and Alicat,\nLLC for total cash consideration of $240,500. This transaction was also accounted for as a business combination in accordance with ASC\n805. The acquisition resulted in the recognition of goodwill of $234,068 and a noncontrolling interest of $60,126.\n\n \n\nF-15\n\n \n\n \n\nThe\nfollowing table summarizes the preliminary allocation of the aggregate purchase price to the estimated fair value of the assets acquired\nand liabilities assumed:\n\n \n\nAssets\nand Liabilities acquired from Villas, DOC, Magnefuse, LLC. and Alicat, LLC, are as follows:\n\n SCHEDULE\nOF ASSETS AND LIABILITIES ACQUIRED\n\n  \n   \n\nCash \n$32,434 \n\nInventory \n 36,605 \n\nProperty and equipment \n 71,682 \n\nIntangibles assets \n 72,842 \n\nTotal assets acquired \n 213,563 \n\nAccounts payable \n (64,699)\n\nNet Assets \n 148,864 \n\nAggregate purchase consideration and noncontrolling interest \n 500,626 \n\nGoodwill \n$351,762 \n\n \n\nGoodwill\nrepresents the excess of the purchase price over the fair value of identifiable net assets acquired and is primarily attributable to\nexpected synergies, workforce in place, and future economic benefits arising from the acquisitions.\n\n \n\n**NOTE\n11 – COMMITMENTS AND CONTINGENCIES**\n\n \n\n**Commitments\nand contingencies**\n\n \n\nThe\nCompany accounts for contingencies in accordance with ASC 450, Contingencies. A liability is recorded when it is probable that a loss\nhas been incurred, and the amount can be reasonably estimated. If a loss is reasonably possible but not probable, or if the amount cannot\nbe estimated, the nature of the contingency and an estimate of the possible loss, if determinable, is disclosed. Remote contingencies\nare generally not disclosed unless related to guarantees.\n\n \n\n*Legal\nMatters:*\n\n \n\nFrom\ntime to time, the Company may be involved in legal proceedings arising in the ordinary course of business. As of March 31, 2026, there\nwere no pending or threatened legal actions that, in management’s opinion, are expected to have a material adverse effect on the\nCompany’s financial position, results of operations, or cash flows.\n\n \n\n*Derivatives\nand Short Positions:*\n\n* *\n\nFrom\ntime to time, the Company sells call options against its investments in publicly traded equity securities and maintains short positions\nin publicly traded equity securities. The open derivative contracts and short positions on March 31, 2026, were not material to the consolidated\nfinancial statements.\n\n \n\nF-16\n\n \n\n \n\n**NOTE\n12 – EQUITY**\n\n* *\n\n*Preferred\nstock:*\n\n* *\n\nPreferred\nstock, par value $0.001\nper share, 1,000,000\nshares authorized; 1,000,000\nand 1,000,000\nshares issued and outstanding as of March 31, 2026, and March 31, 2025, respectively.\n\n \n\nThe\nCompany is authorized to issue 1,000,000 shares of Series B Preferred Stock, par value $0.001 per share. As of March 31, 2026, 1,000,000\nshares of Series B Preferred Stock were issued and outstanding.\n\n \n\nThe\nSeries B Preferred Stock has a stated value of $0.001 per share and is not entitled to receive dividends. Holders of the Series B Preferred\nStock have no conversion or exchange rights.\n\n \n\nIn\nthe event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the Series B Preferred Stock is entitled\nto receive payment or distribution of a preferential amount prior to any payments or distributions to holders of common stock or other\nclasses or series of capital stock, unless such class or series is expressly designated as senior to the Series B Preferred Stock. The\nSeries B Preferred Stock ranks senior to the Company’s common stock with respect to distributions upon liquidation and dissolution.\n\n \n\nThe\nholders of the Series B Preferred Stock vote together with the holders of the Company’s common stock and any other voting class\nof preferred stock as a single class on all matters submitted to shareholders, including the election of directors. Pursuant to the Certificate\nof Designation, the aggregate voting power of the outstanding Series B Preferred Stock equals 150% of the aggregate voting power of the\nCompany’s outstanding common stock and any other voting preferred stock, excluding the Series B Preferred Stock. As a result, the\nholder of the Series B Preferred Stock possesses voting control over matters submitted to shareholders for approval.\n\n \n\nThe\nrights, preferences, and privileges of the Series B Preferred Stock may not be adversely altered without the written consent of a majority\nof the holders of the Series B Preferred Stock.\n\n \n\nThe\nCertificate of Designation further provides that if a holder of Series B Preferred Stock ceases to serve as an officer or director of\nthe Company for any reason, all shares of Series B Preferred Stock held by such individual shall be automatically cancelled.\n\n \n\nAs\nof March 31, 2026, all outstanding shares of Series B Preferred Stock were held by the Company’s Chief Executive Officer. Accordingly,\nthe Chief Executive Officer possesses voting control over matters submitted to shareholders, including the election of directors and\nthe approval of significant corporate transactions.\n\n \n\n*Common\nstock:*\n\n \n\nThe\nCompany is authorized to issue 300,000,000 shares of common stock, par value $0.001 per share. As of March 31, 2026, the Company had\n291,324,607 shares of common stock issued and outstanding. As of March 31, 2025, the Company and 295,347,903 shares of common stock issued\nand 294,302,607 shares outstanding.\n\n \n\nF-17\n\n \n\n \n\nDuring\nthe fiscal year ended March 31, 2026, the Company repurchased shares of its common stock for an aggregate purchase price of $471,410\npursuant to an authorized share repurchase program. A total of 4,023,296\nshares were retired, and no shares were held as treasury stock as of March 31, 2026.\n\n \n\nDuring\nthe Fiscal Year ended March 31, 2025, the Company repurchased $1,465,425 of its common stock, 14,633,916 shares were cancelled, and 1,045,296\nwere held in treasury as of March 31, 2025.\n\n** **\n\n**NOTE\n13 – RELATED PARTY TRANSACTIONS**\n\n \n\nThe\nCompany pays compensation for service provided by two officers to the officers’ solely owned LLCs, Point96 Consulting, LLC and\nTabraue Consulting, LLC.\n\n \n\nThe\nCompany leases office space under a short-term operating lease from an office of the Company from Zoolzy, LLC, an entity controlled by\nan officer of the Company, under a sub-lease agreement. Lease payments of $64,094 and $0 were made during the years ended March 31, 2026,\nand March 31, 2025, respectively and are included in selling, general and administrative expenses on the accompanying statements of income.\n\n \n\n**NOTE\n14 – INCOME TAXES**\n\n \n\nThe\ncomponents of the provision for income taxes for the years ended March 31, 2026, and 2025 are as follows:\n\n \n\nSCHEDULE OF COMPONENTS OF\nPROVISION FOR INCOME TAXES\n\nComponents of Provision for Income Taxes \n2026  \n2025 \n\nCurrent \n    \n   \n\nFederal \n$246,867  \n$85,581 \n\nState \n 13,753  \n 31,195 \n\nTotal Current Provision \n 260,620  \n 116,776 \n\nDeferred \n    \n   \n\nFederal \n 1,297,697  \n (458,686)\n\nState \n (25,185  \n (120,132)\n\nTotal Deferred Provision (Benefit) \n 1,272,512  \n (578,818)\n\nChange in Valuation allowance \n (2,044,808) \n 578,818 \n\nTotal provision for Income Taxes \n$-511,676  \n$116,776 \n\n \n\nThe\ncomponents of deferred tax assets and liabilities on March 31, 2026, and 2025, are approximately as follows:\n\n \n\nSCHEDULE OF COMPONENTS OF\nDEFERRED TAX ASSETS AND LIABILITIES\n\n  \n2026  \n2025 \n\n  \nYear ending March, 31 \n\n  \n2026  \n2025 \n\nDeferred Tax assets: \n    \n   \n\nNet Operating loss carry forwards \n$804,528  \n$1,446,256 \n\nGoodwill \n$0  \n$523,069 \n\nDepreciation \n$(133,229) \n$33,700 \n\nOther \n$100,995  \n$66,966 \n\nValuation allowance \n$0  \n$(2,069,991)\n\nNet deferred tax asset \n$772,294  \n$0 \n\n \n\nF-18\n\n \n\n \n\nA\nreconciliation of the U.S. statutory federal income tax rate to the Company’s effective tax rate for the years ended March 31,\n2026, and 2025 are as follows:\n\n \n\nSCHEDULE\nOF INCOME TAX EXPENSE RATES\n\n  \n2026  \n2025 \n\nFederal statutory income tax rate \n 21.0\n%\n \n 21.0\n%\n\nState taxes, net of federal benefit \n 4.32\n%\n \n 4.35\n%\n\nChange in Valuation Allowance \n (52.89\n)%\n \n (17.17)%\n\nNet effective tax rate \n (27.57)% \n 8.18\n%\n\n \n\nASC\n740 contains a two-step approach to recognizing and measuring uncertain tax positions. This first step is to evaluate the tax position\nfor recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained\non audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the\nlargest amount which is more than 50% likely to be realized upon ultimate settlement. The Company considers many factors when evaluating\nand estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately anticipate actual\noutcomes.\n\n \n\nThe\nCompany recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained\non examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated\nfinancial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized\nupon ultimate settlement. As of March 31, 2026, the Company has not recorded any unrecognized tax benefits.\n\n \n\nThe\nCompany’s policy is to record interest and penalties associated with unrecognized tax benefits as interest expense and operating\nexpenses, respectively. As of April 1, 2024, the Company had $0\nunrecognized tax benefits and $0\ncharges during fiscal 2026, and accordingly, the Company did\nnot recognize any interest or penalties during fiscal 2026 related to unrecognized tax benefits. There were no material accruals for\nuncertain tax positions as of March 31, 2026.\n\n \n\nAs\nof March 31, 2026, the Company had a net operating loss carry forward (“NOL”) for federal and state income tax purposes of\napproximately $3,800,000. A majority of this amount is from pre-2018. NOLs generated pre-2018 can be carried forward for 20 years and\npost-2018 NOLs do not expire but are limited to offset up to 80% of taxable income in any future period.\n\n \n\nInternal\nRevenue Code Section 382 (“Section 382”) imposes limitations on the availability of a company’s net operating losses\nafter certain ownership changes occur. Section 382 limitation is based upon certain conclusions pertaining to the dates of ownership\nchanges and the value of the Company on the dates of the ownership changes. It was determined that an ownership change occurred in October\n2013, and March 2014. The amount of the Company’s net operating losses incurred prior to the ownership changes is limited based\non the value of the Company on the date of the ownership change. Management has not determined the amount of net operating losses generated\nprior to the ownership change available to offset taxable income after the ownership change.\n\n \n\n**NOTE\n15 – SEGMENT REPORTING**\n\n \n\nDuring\nthe years ended March 31, 2026, and 2025 our Company was operated and managed as a 1single reportable segment. Our Chief Operating Decision\nMaker (“CODM”), the Chief Executive Officer (“CEO”), evaluates performance and allocates resources on the basis\nof consolidated financial results. Because the Company has a single reportable segment, all segment financial information required by\nASC 280 is already included in the consolidated financial statements.\n\n \n\nThe\nCompany is evaluating options for the reorganization of segments for the year ended March 31, 2027.\n\n \n\n**NOTE\n16- SUBSEQUENT EVENTS**\n\n** **\n\nOn\nMay 1, 2026, the Company entered into a privately negotiated agreement to repurchase 715,000 shares\nof its common stock at a purchase price of $0.07 per\nshare, for aggregate consideration of $50,050.\nOn June 1, 2026, the Company entered into a second privately negotiated agreement to repurchase 600,000 shares of its common stock\nat a purchase price of $0.08 per share, for aggregate consideration of $48,000. On May 26, 2026, the Company entered into a third\nprivately negotiated agreement to repurchase an additional 450,000 shares\nof its common stock at a purchase price of $0.09 per\nshare, for aggregate consideration of $40,500.\nIn addition, the Company repurchased and retired 1,385,392 shares of its common stock through open-market transactions at an average\npurchase price of approximately $0.15 per share. As a result of these transactions, the Company repurchased and retired an aggregate\nof 3,150,392 shares\nof its common stock for total consideration of approximately $346,359.\n\n \n\nF-19"}