UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
[X}
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
For the quarterly period ended December 31, 2014
 
or
   
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                    to                   
 
Commission File Number: 333-179280
 
Earth Science Tech, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Nevada
 
45-4267181
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
     
 2255 Clades Road, Suite 324A ,
Boca Raton,  Florida
 
 
33431
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number including area code: (561) 988-8424

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  [X]   No  [   ]
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files.  Yes  [X]   No  [   ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer [   ]
 
Accelerated filer [   ]
Non-accelerated filer [   ]
 
Smaller reporting company [X]
 
 
 

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

Applicable Only to Corporate Issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
 
  Class
 
Outstanding as of February 19, 2015
Common Stock, $0.001 par value
  37,661,331
 
EARTH SCIENCE TECH INC.
 
TABLE OF CONTENTS
 
 
Page
PART I - FINANCIAL INFORMATION
 
   
Item 1. Financial Statements.
F-1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
17
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
21
Item 4. Controls and Procedures.
21
 
PART II - OTHER INFORMATION
 
   
Item 1. Legal Proceedings.
21
Item 1A. Risk Factors.
21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
21
Item 3. Defaults Upon Senior Securities.
22
Item 4. Mine Safety Disclosures.
22
Item 5. Other Information.
22
Item 6. Exhibits.
22
 
SIGNATURES
23
 
 
 

 
 
PART 1 – FINANCIAL INFORMATION
 
ITEM 1.  FINANCIAL STATEMENTS

EARTH SCIENCE TECH INC.
(A Development Stage Company)
December 31, 2014
(Unaudited)

Index to
Consolidated Financial Statements

Contents
Page (s)
Consolidated Balance Sheets at December 31, 2014  and December 31, 2013
F-1
Consolidated Statements of Operations for the Three and Nine Months Ended December 31, 2014 and 2013 and cumulative since inception
F-4
Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2014 and 2013 and cumulative since inception
F-6
Consolidated Statement of Stockholders’ Equity for the Period from March 31, 2014 through December 31, 2014
F-8
Notes to the Consolidated Financial Statements
F-10

 
 

 

EARTH SCIENCE TECH, INC. AND SUSIDIARY
 
CONSOLIDATED BALANCE SHEETS
 
(Unaudited)
 
                   
ASSETS
 
 
   
Dec 31, 2014
   
March 31, 2014
 
             
Current Assets:
           
Cash
  $ 194,613     $ 376,704  
Accounts receivable, net
    5,031        
Prepaid expenses
    180,080       350,000  
Inventory
    213,773        
Deposits
    62,841       178,250  
Total current assets
    656,338       904,954  
Fixed Assets:
               
Equipment
    2,842        
Software
    1,373        
Leasehold improvements
    57,920        
Total fixed assets
    62,135        
Other Assets:
               
Patent
    25,000        
Total other assets
    25,000        
Total Assets
  $ 743,473     $ 904,954  
 
 
 

 
 
LIABILITIES AND STOCKHOLDERS'S EQUITY
 
                   
Current Liabilities:
           
 
 
Accounts payable and accrued liabilities
  $ 17,293     $ 745  
 
Due to related parties
    -       166,511  
 
Notes payable - related parties
    59,558       38,605  
   
Total current liabilities
    76,851       205,861  
   
Total liabilit ies
    76,851       205,861  
                     
Stockholders' Equity:
               
                     
 
Preferred shares, par value $0.001 per share,
               
 
10,000,000 shares authorized; 5,200,000 and 0 shares issued
               
 
and outstanding as of December 31, 2014 and March 31, 2014
               
 
respectively
    5,200       -  
 
Common stock, par value $0.001 per share, 7A5,000,000
               
 
shares authorized; 37,661,331 and 35,980,000 shares
               
 
issued and outstanding as of December 31, 2014 and March 31, 2014
         
 
respectively
    37,661       35,980  
 
Additional paid-in capital
    21,081,873       12,932,004  
 
Stock payable
    -       376,500  
 
Services receivable
    -       (12,500,000 )
 
Accumulated deficit
    (20,458,112 )     (145,391 )
   
Total stockholders' equity
    666,622       699,093  
Total Liabilities and Stockholder's Equity
  $ 743,473     $ 904,954  
 
The accompanying notes to the consolidated financial statements are an integral part of these statements.

 

 

EARTH SCIENCE TECH, INC. AND SUBSIDIARY
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
(Unaudited)
 
                         
                         
   
Three Months
   
Three Months
   
Nine Months
   
Nine Months
 
   
Ended
   
Ended
   
Ended
   
Ended
 
   
December 31,
   
December 31,
   
December 31,
   
December 31,
 
   
2014
   
2013
   
2014
   
2013
 
Revenue
  $ 14,383     $ 800     $ 20,983     $ 7,450  
Cost of revenues
    6,450       -       11,032       900  
Gross Profit
    7,933       800       9,951       6,550  
                                 
Expenses:
                               
General and administrative:
                               
Compensation - officers
    150,000       -       300,000       2,700  
Marketing
    116,238       -       292,343       -  
Other - general and administrative
    16,610       120       43,360       5,515  
Professional fees
    7,093,761       13,111       19,663,563       23,701  
Research and development
    2,681       -       14,833       -  
Travel expense
    705       -       5,227       -  
                  Total operating expenses
    7,379,995       13,231       20,319,326       31,916  
Loss from operations
    (7,372,062 )     (12,431 )     (20,309,375 )     (25,366 )
                                 
Other (Income) Expenses
                               
Interest expense
    (3,443 )     -       (3,456 )     -  
Interest income
    32       -       110       -  
Foreign currency transaction loss
    -       -       -       106  
                 Total other (income) expenses, net
    (3,411 )     -       (3,346 )     106  
Net loss
  $ (7,375,473 )   $ (12,431 )   $ (20,312,721 )   $ (25,472 )
                                 
Loss per common share:
                               
Loss per common share - Basic
  $ (0.20 )   $ -     $ (0.55 )   $ -  
                                 
Weighted Average Common Shares Outstanding:
                               
Basic
    37,195,034       10,280,000       37,204,233       10,280,000  
 
The accompanying notes to the consolidated financial statements are an integral part of these statements.
 
 
 
 
EARTH SCIENCE TECH, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT)
FOR THE PERIOD FROM INCEPTION (APRIL 23, 2010)
THROUGH December 31, 2014
(Unaudited)
 
                           
Additional
               
Retained
       
   
Preferred Stock
   
Common Stock
   
Paid-in
   
Stock
   
Services
   
Earnings
       
Description
 
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Payable
   
Receivable
   
(Deficit)
   
Total
 
                                                       
Balance - March 31, 2014
    -       -       35,980,000       35,980       12,932,004       376,500       -12,500,000       -145,391       699,093  
                                                                         
Common stock issued for cash at $0.001 per share
            -       474,661       474       298,526       -       -       -       299,000  
Shares issued from stock payable
            -       753,000       753       375,747       ( 376,500 )       -       -       -  
Preferred Shares issued for services
    5,200,000       5,200       -       -       7,066,800       -       -       -       7,072,000  
Shares for services
                    453,670       454       408,796       -       -       -       409,250  
Services received for the nine months ended
    -       -       -       -       -       -       12,500,000       -       12,500,000  
Net (loss) for the nine months ended
    -       -       -       -       -       -       -       (20,312,721     (20,312,721
Balance - September 30, 2014
    5,200,000     $ 5,200       37,661,331     $ 37,661     $ 21,081,873     $ -     $ -     $ (20,458,112 )   $ 666,622  
 
 
 


EARTH SCIENCE TECH, INC. AND SUBSIDIARY
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(Unaudited)
 
             
   
Nine Months
   
Nine Months
 
   
Ended
   
Ended
 
   
December 31,
   
December 31,
 
   
2014
   
2013
 
Operating Activities:
           
Net (loss)
  $ (20,312,721 )   $ (25,472 )
Items not involving cash
               
   Stock-based compensation
    19,981,251       3,600  
Changes in non-cash working capital:
               
  Increase in Accounts Receivable - Other
    (5,031 )     (800 )
Decrease in deposits
    (76,091 )     -  
Decrease in Prepaid Expenses
    169,920       -  
Increase in Inventory
    (22,273 )     -  
Change in accounts payable and credit card payable
    16,547       4,241  
Net Cash (Used in) Operating Activities
    (248,398 )     (18,431 )
                 
Investing Activities:
               
   Fixed asset purchases
    (62,135 )     -  
  Intangible asset purchases
    (25,000 )        
Net Cash (Used in) Investing Activities
    (87,135 )     -  
                 
Financing Activities:
               
Proceeds from cash issuances
    299,000       -  
Payments on related party advances
    (166,511 )     -  
Proceeds from related parties
    -       13,111  
Proceeds from loan payable-related parties
    20,953       564  
Net Cash Provided by Financing Activities
    153,442       13,675  
Net Increase (Decrease in Cash)
    (182,091 )     (4,756 )
                 
Cash - Beginning of Period
    376,704       4,756  
Cash - End of Period
  $ 194,613     $ -  
 
The accompanying notes to the consolidated financial statements are an integral part of these statements.
 
 

 

EARTH SCIENCE TECH, INC. and Subsidiary
Notes to Consolidated Financial Statements
December 31, 2014
(Unaudited)
 
Note 1 – Organization and operations

Earth Science Tech, Inc.

Earth Science Tech, Inc.  F/K/A Ultimate Novelty Sports, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on April 23, 2010.  On March 6, 2014 the Board of Directors of the Company approved the name change from Ultimate Novelty Sports, Inc. to Earth Science Tech, Inc. EST is a unique biotechnology company focused on cutting edge nutraceuticals and bioceuticals designed to excel in industries such as health, wellness, nutrition, supplement, cosmetic and alternative medicine to improve the quality of life for consumers worldwide. EST is dedicated in providing natural alternatives to prescription medications that help improve common disorders and illnesses. EST is focused on delivering nutritional and dietary supplements that help with treating symptoms such as: chronic pain, joint pain, inflammation, seizures, high blood pressure, memory loss, depression, weight management, nausea, aging and overall wellness. This may include products such as vitamins, minerals, herbs, botanicals, personal care products, homeopathics, functional foods, and other products. These products will be in various formulations and delivery forms including capsules, tablets, soft gels, chewables, liquids, creams, sprays, powders, and whole herbs. Although, the Company has generated revenues it has incurred operating expenses and expenses associated with implementation of its business plan resulting in net operating losses for the reported periods and accumulated deficit since inception. The Company is devoting substantially all of its efforts on generating revenues from consulting services and implementation of its business plan.

On March 6, 2014, the Board of Directors of Earth Science Tech, Inc. (the “Company”) approved the name change from Ultimate Novelty Sports, Inc. to Earth Science Tech, Inc.  The change in the name of the Company was approved by a majority vote of the Shareholders of the Company.

On May 28, 2014 the Financial Industry Regulatory Authority (“FINRA”) approved the name change of the Company to Earth Science Tech, Inc. as well as the new symbol change from UNOV to ETST.

Formation of Ultimate Novelty Sports (Canada) Inc.

On May 6, 2010, the Company formed a wholly owned subsidiary, Ultimate Novelty Sports Inc., an Ontario, Canada Corporation (“UNSI Canada”).  UNSI Canada uses the U.S. Dollar as its reporting currency as well as its functional currency, however from time to time, UNSI Canada, incurs certain expenses in Canadian Dollars.

On October 30, 2013, the Company sold to Optimal, Inc., a Nevada corporation 100% of the capital stock of Ultimate Novelty Sports Inc., a corporation organized pursuant to the laws of the province of Ontario, Canada for $1.00.

Change in control

On October 29, 2013, pursuant to the terms of the Affiliate Stock Purchase Agreements (“Stock Purchase Agreements”) between Mrs. Larissa Zabelina, Mrs. Elena Mochkina and Doctor Issa El-Cheikh, Dr. Issa El-Cheikh purchased a combined total of 6,700,000 shares of the Company’s common stock from Mrs. Larissa Zabelina and Mrs. Elena Mochkina, former stockholders and officers of the Company, for cash consideration of $67,000. As a result of the transaction, Dr. Issa El-Cheikh became the Company’s largest stockholder with approximately 65.18% of the total issued and outstanding shares of stock.
 
 
 

 
 
Effective October 29, 2013, Mrs. Larissa Zabelina resigned as President and Chief Executive Officer of the Company and Mrs. Elena Mochkina resigned as Treasurer and Chief Financial Officer of the Company.  Dr. Issa El-Cheikh was appointed as CEO, CFO, President, Secretary, Treasurer and Director of the Company.

 As a result of the foregoing, there was a change in control of the Company on October 29, 2013.

On March 31, 2014 the Company issued 25 million shares to Majorca Group, LTD. See Note 5 below for details. As a result of the foregoing, there was a change in control of the Company on March 31, 2014.

Note 2 – Summary of significant accounting policies

Basis of presentation

The Company’s accounting policies used in the presentation of the accompanying consolidated financial statements conform to accounting principles generally accepted in the United States of America (“US GAAP”) and have been consistently applied.
 
In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position as of December 31, 2014 and the results of operations and cash flows have been included in the financial statements. The financial statements should be read in conjunction with the form 10-K for the year ended March 31, 2014.

Principles of consolidation

The accompanying consolidated financial statements include all of the accounts of the Company as of December 31, 2014 and 2013.  Nutrition Empire Inc, a wholly owned subsidiary, was added and began operations for the third quarter ended December 31, 2014.  UNSI Canada, its wholly owned subsidiary is included as of September 30, 2013, as there was disposition of assets on October 30, 2013.

All intercompany balances and transactions have been eliminated on 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 Company’s significant estimates and assumptions include the fair value of financial instruments; the carrying value, recoverability and impairment, if any, of long-lived assets, including the values assigned to and the estimated useful lives of computer equipment; income tax rate, income tax provision and valuation allowance of deferred tax assets; and the assumption that the Company will continue as a going concern.  Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

 
 

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

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

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements.  To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
 
Level 1
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
   
Level 2
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
   
Level 3
Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, deposits, accounts payable and accrued expenses approximate their fair value because of the short maturity of those instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

It is not however practical to determine the fair value of advances from stockholders due to their related party nature.
 
 
 

 

Carrying value, recoverability and impairment of long-lived assets

The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include office equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

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

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

Fiscal year end

The Company elected March 31 as its fiscal year end date.

Cash and cash equivalents

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

Accounts receivable and allowance for doubtful accounts

Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts.  The Company follows paragraph 310-10-50-9 of the FASB Accounting Standards Codification to estimate the allowance for doubtful accounts.  The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and economic conditions.

Outstanding account balances are reviewed individually for collectability.  The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Bad debt expense is included in general and administrative expenses, if any.  Pursuant to paragraph 310-10-50-2 of the FASB Accounting Standards Codification account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.  The Company has adopted paragraph 310-10-50-6 of the FASB Accounting Standards Codification and determine when receivables are past due or delinquent based on how recently payments have been received.
 
 
 

 

At December 31, 2014 there was no allowance for doubtful accounts. The Company does not have any off-balance-sheet credit exposure to its customers.

The company's accounting policy for inventory and cost of goods sold recognition is average cost.
Earth Science Tech Inc purchased the assignment of a patent from Hempathetic Inc.

Related parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b.  Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f.  other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g.  Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Commitments and contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.  The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of Judgment.  In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
 
 If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements.  If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

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

 

Revenue recognition

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

The Company derives its revenues from sales contracts with its customer with revenues being generated upon rendering of services.  Persuasive evidence of an arrangement is demonstrated via invoice; service is considered provided when the service is delivered to the customers; and the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive.

Foreign currency transactions
 
The Company applies the guidelines as set out in Section 830-20-35 of the FASB Accounting Standards Codification (“Section 830-20-35”) for foreign currency transactions.  UNSI Canada uses the U.S. Dollar as its reporting currency as well as its functional currency, however from time to time, UNSI Canada, had incurred certain expenses in Canadian Dollars.
 
Assets and liabilities denominated in a foreign currency are translated into US dollar reporting currency at the exchange rate in effect at the balance sheet date and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses are included in other comprehensive income (loss).

Income taxes

The Company follows ASC Topic 740 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.
 
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As of December 31, 2014, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company.
 
 
 

 

The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.

The Company classifies tax-related penalties and net interest as income tax expense. As of December 31, 2014, no income tax expense has been incurred.

Net income (loss) per common share

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

There were no potentially dilutive shares outstanding as of December 31, 2014.

Cash flows reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Subsequent events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company evaluates subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recently issued accounting pronouncements

We have reviewed all new accounting pronouncements and, except as set forth below, do not expect any new pronouncements or guidance to have an impact on our results of operations or financial position:
 
 
 

 
 
We have elected to adopt FASB Accounting Standards Update No. 2014-10, which amends Topic 915 of the FASB Accounting Standards Codification to remove the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and stockholder’s equity (deficit), (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.  Although we do not expect this pronouncement to affect our actual results of operations or financial position, it will affect the presentation of our financial statements, in that inception-to-date information will not be presented in our statements of operations, cash flows, or stockholder’s equity (deficit).

Note 3 – Going concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit at December 31, 2014, a net loss and net cash used in operating activities for the fiscal period then ended.

While the Company is attempting to generate sufficient revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations.  Management intends to raise additional funds by way of a public or private offering.  Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern.  While the Company believes in the viability of its strategy to generate sufficient revenues and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.

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

Note 4 – Related party transactions

Consulting services from President and Chief Financial Officer

On April 15, 2014 the Company entered into an Employment Agreement with its Chief Executive Officer Harvey Katz.  The Agreement calls for issuance of 100,000 restricted common shares per quarter with the price of the stock relating back to the price of stock at the time the contract was entered into.  During the nine months ended December 31, 2014, the company issued 200,000 restricted shares of common stock valued at $0.75 per share under the said employment agreement.

Advances and loan payable from Stockholders

During the nine months ended December 31, 2014, a related party of the Company provided $20,953 in loans to the Company. The loans are payable on June 30, 2015, are unsecured and bear interest at 8%.  The loans outstanding as at December 31, 2014 and March 31, 2014 were $59,558 and $38,605 respectively.
 
 
 

 
  
Note 5 – Stockholders’ equity

Shares authorized

Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is seventy-five million (75,000,000) shares of common stock, par value $.001 per share.
 
Common stock

On September 20, 2010, the Company sold 6,700,000 shares of its common stock at par to its directors for $6,700 in cash.

During the year ended March 31, 2013, the Company’s Registration Statement on the Form S-1/A filed with the Securities and Exchange Commission was declared effective. The Company has sold 3,580,000 common shares at $0.01 per share for total proceeds of $35,800 pursuant to this Registration Statement.
 
Effective March 24, 2014 25,000,000 shares were issued to Majorca Group Ltd. for services to be received as described in a Founder Agreement between the Company and Majorca Group Ltd.  The term of the agreement is for one year and shall continue on a month to month basis until terminated by either party with a notice of thirty days.  The Founder agrees to render services to Company in product development including idea generation, performing and designing formulations for products to be used in the health and nutrition market as well as marketing and sales of products to distributors and retailers.    Effective March 17, 2014, the Company issued 700,000 shares to Royal Palm Consulting Service, LLC for services to be rendered as described in a Consulting Agreement between the Company and  Royal Palm Consulting Service, LLC. The agreement shall terminate on March 17, 2015.  The Consultant agrees to serve as a consultant to assist the Company with bona fide consulting services in general corporate activities including, but not limited to, the following areas. Business Development, Strategies and Planning as well as Research venues for product advertisement, Identify strategic partners and retail client development. All these shares were valued at $0.50 per share, being the cash price of immediately preceding share issuance to un-related parties.
 
During the year ended March 31, 2014, the Company sold 753,000 common shares at $0.50 per share for total proceeds of $376,500.  Since the shares were not issued as at March 31, 2014, they were shown under stock payable. All these shares were issued during the quarter ended June 30, 2014.

During the nine months ended December 31, 2014, the Company had sold 474,661 common shares for cash at $0.50 to $.75 per share for total proceeds of $299,000. The Company also issued 453,670 shares for services:
 
07/07/2014
93,670 Shares
$80,250
Professional Fees
08/15/2014
100,000 Shares
$ 75,000
Officer Compensation
11/25/2014
10,000 Shares
$20,000
Professional Fees
12/23/2014
50,000 Shares
$84,000
Marketing Fees
12/31/2014
200,000 Shares
$150,000
Officer Compensation

Preferred Stock

On June 6, 2014 the Company filed with the State of Nevada Articles of Amendment creating a Preferred A class of stock with 10,000,000 Preferred A shares having a par value of $0.001 per share.

On June 6, 2014 the Company filed with the State of Nevada a Certificate of Designation for the 10,000,000 Preferred A shares.
 
 
 

 

A special meeting of the Board of Directors of Earth Science Tech, Inc. was held at the Florida offices of the Corporation at 2255 Glades Road, Boca Raton, Florida 33431 on December 23, 2014 at 2:20 P.M.

The following directors having been present:  Harvey Katz, Chairman.

The meeting was held to approve the following issuance of 5,200,000 Preferred Class A Restricted Stock for services valued at $7,072,000 on accordance with the  approval of the Resolution “ Section B- Addendum A on July 18, 2014 by the this Board and Majority shareholders into the Minutes: Section B –Addendum is quoted below;
 
Section…
 
B:
Addendum “A: (Revised 7-17-2014)

On March 24, 2014, Ultimate Novelty Sports, Inc. entered into a Founders Agreement with Majorca Group, Ltd., a Marshall Islands Corporation.  The Founder Agreement provides that in exchange for issuance of 25,000,000 of the Company’s common shares, that Majorca Group shall provide services.  After two months of negotiations the following has been accepted:

This addendum is an extension of the services that the Majorca Group, Ltd. will perform:
 
1.  
Majorca Group to insert over 3000 linked sites for the leafstrain.com Website.
2.  
Majorca Group to continue ongoing consulting and to bring in other types of contracts and business that will enhance the value of Earth Science Tech, such as retail outlets, etc.

If accomplished, these additional services will be paid at a onetime flat rate of five million two hundred thousand (5,200,000) Preferred Class “A” stock, at the original price of the initial contract for the 25,000,000 common shares, which were issued at .50 per share.  The additional reason for this price is that there is no market at this time for EST shares and will be Restricted for one (1) year.

These shares will be issued only after realization of the LeafStrain.com website going live. Majorca will not be entitled to any other compensation of any type for a period of twelve (12) months.
 
 
 

 

Note 6 – Subsequent events

Earth Science Tech, Inc. (“the Company”) is presently engaged in a legal controversy with one of its suppliers, Cromogen, Cromogen’s principals and a related company. Cromogen did not perform in accordance with its contract for supplying hemp oil in terms of timing, quality and consistency in the opinion of the company as a result of which the company notified Cromogen. At the same time and because the commitment to arbitrate extends only to the companies involved, the company has filed a legal action in the courts of Florida in which the principals of Cromogen have been named as Defendants and wherein fraud is alleged in connection with Cromogen’s representations regarding the formulation and quality of the hemp oil it supplied and damages sought accordingly. (It is to be noted that, although the lack of performance by Cromogen has engendered litigation, the company has secured alternative sources for hemp oil and will mitigate its damages to the extent possible as a practical and legal matter). Cromogen, under the terms of the contract, demurred and filed for arbitration. That arbitration, in its very early stages, is now pending in New York (as the contract provided).  Cromogen is claiming alleged damages of a direct and consequential nature. The company will be counterclaiming for damages sustained as a proximate result of deficient and defective performance.

On April 15, 2014 the Company entered into an Employment Agreement with its Chief Executive Officer Harvey Katz.  The Agreement calls for issuance of 100,000 restricted common shares per quarter with the price of the stock relating back to the price of stock at the time the contract was entered into. During the nine months ended December 31, 2014, the company issued 300,000 restricted shares of common stock valued at $0.75 per share under the said employment agreement.
 
Other expenses represent bank charges, office expenses, rent and filing fees.

On October 20, 2014, Earth Science Tech, Inc. entered into an Assignment of Patent Application with Wei R. Chen for assignment of a patent pending under Application number 62061577 entitled “Cannabidols Composition and Uses Thereof.” Earth Science Tech, Inc. intends to invest upwards of $600,000.00 in order to secure and develop multiple patents and conduct clinical trials of the Cannabidol Compounds.   
 
 
 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements and Associated Risks.
 
The following discussion should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements contained in the MD&A are forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in other sections of this Quarterly Report on Form 10-Q.

Our Business

Earth Science Tech, Inc.  (the “Company”) was incorporated under the laws of the State of Nevada on April 23, 2010.  The Company provides consulting services to the athletic facilities industry.  On March 6, 2014 the Board of Directors of the Company approved the name change from Ultimate Novelty Sports, Inc. to Earth Science Tech, Inc. EST is a unique biotechnology company focused on cutting edge nutraceuticals and bioceuticals designed to excel in industries such as health, wellness, nutrition, supplement, cosmetic and alternative medicine to improve the quality of life for consumers worldwide. EST is dedicated in providing natural alternatives to prescription medications that help improve common disorders and illnesses. EST is focused on delivering nutritional and dietary supplements that help with treating symptoms such as: chronic pain, joint pain, inflammation, seizures, high blood pressure, memory loss, depression, weight management, nausea, aging and overall wellness. This may include products such as vitamins, minerals, herbs, botanicals, personal care products, homeopathics, functional foods, and other products. These products will be in various formulations and delivery forms including capsules, tablets, soft gels, chewables, liquids, creams, sprays, powders, and whole herbs. Although, the Company has generated revenues it has incurred operating expenses and expenses associated with implementation of its business plan resulting in net operating losses for the reported periods and accumulated deficit since inception. The Company is devoting substantially all of its efforts on generating revenues from consulting services and implementation of its business plan.

Our current services include:
 
Business Model and Management Analysis

EST is a unique biotechnology company focused on cutting edge nutraceuticals and bioceuticals designed to excel in industries such as health, wellness, nutrition, supplement, cosmetic and alternative medicine to improve the quality of life for consumers worldwide. EST is dedicated in providing natural alternatives to prescription medications that help improve common disorders and illnesses. EST is focused on delivering nutritional and dietary supplements that help with treating symptoms such as: chronic pain, joint pain, inflammation, seizures, high blood pressure, memory loss, depression, weight management, nausea, aging and overall wellness. This may include products such as vitamins, minerals, herbs, botanicals, personal care products, homeopathics, functional foods, and other products. These products will be in various formulations and delivery forms including capsules, tablets, soft gels, chewables, liquids, creams, sprays, powders, and whole herbs.
 
 
 

 
 
Marketing Services
 
Marketing nutraceuticals and bioceuticals correctly and effectively is one of the most important ways to increase revenue and attract new clients.  Our Customer acquisition, however, revolves around our ability to provide unique products to the market in the form of capsules, tablets, soft gels, chewables, liquids, creams, sprays, powders, and whole herbs.
 
We also provide a number of marketing services to suit our customers’ marketing budget. Our services include direct marketing, search engine optimization, public relations, email marketing, social media marketing and development of referral programs.
 
Our common stock has been quoted on the OTC Bulletin Board since August 29, 2012, under the symbol “UNOV”. It is DTC eligible effective October 4, 2012.

On March 6, 2014, the Board of Directors of Ultimate Novelty Sports, Inc. (the”Company”) approved the name change from Ultimate Novelty Sports, Inc. to Earth Science Tech, Inc.  The change in the name of the Company was approved by a majority vote of the Shareholders of the Company.

On May 28, 2014 the Financial Industry Regulatory Authority (“FINRA”) approved the name change of the Company to Earth Science Tech, Inc. as well as the new symbol change from UNOV to ETST.

Results of Operations

For the Three Months ended December 31, 2014 compared to the Three Months ended December 31, 2013
Revenue

The Company’s gross revenue for the three months ended December 31, 2014, was $14,383, compared to $800, for the same period in the Company’s fiscal 2013.  Cost of revenues for the three months ended December 31, 2014 was $6,450 compared to $0 for the same three month period ended December 31, 2013 which resulted in a gross profit of $7,933 for the period ended December 31, 2014 compared to $800 for the same three month period ended December 31, 2013

Operating Costs and Expenses

Total operating costs for the three months ended December 31, 2014 were $7,379,995 compared to only $13,231 for the three months ended December 31, 2013. The higher operating costs were the result of an expansion in the Company’s activities associated with marketing activities and officer compensation. During the quarter ended December 31, 2014 we worked on more projects compared to the same period in our fiscal 2013. As a result we have incurred an increase in professional fees and other operating costs.
 
For the Nine Months ended December 31, 2014 compared to the Nine Months ended December 31, 2013

All significant intercompany balances and transactions have been eliminated on consolidation.
 
 
 

 

Revenue

Our gross revenue for the nine months ended December 31, 2014, was $20,983, compared to $7,450, for the same period in our fiscal 2013.  Our cost of revenues for the same period ended December 31, 2014, was $11,032 (December 31, 2013: $900) resulting in a gross profit of $9,951 for December 31, 2014 (December 31, 2013: $6,550).

Operating Costs and Expenses

The major components of our expenses for the nine months ended December 31, 2014 and 2013 are outlined in the table below:
 
   
Nine Months
Ended
December 31,
2014
   
Nine Months
Ended
December 31,
2013
 
             
Professional fees
 
$
19,663,563
   
$
23,701
 
Marketing
   
292,343
     
-
 
Officer compensation
   
300,000
     
2,700
 
Other
   
43,360
     
5,515
 
Travel expense
   
5,227
     
-
 
Research & Development
   
14,833
         
   
$
20,319,326
   
$
31,916
 

Total operating costs for the nine months ended December 31, 2014 were $20,319,326 compared to only $31,916 for the nine months ended December 31, 2013. The higher operating costs were the result of an expansion in the Company’s activities associated with marketing activities and officer compensation. During the nine months ended December 31, 2014 we worked on more projects compared to the same period in our fiscal 2013. As a result we have incurred an increase in professional fees and other operating costs.
 
On April 15, 2014 the Company entered into an Employment Agreement with its Chief Executive Officer Harvey Katz.  The Agreement calls for issuance of 100,000 restricted common shares per quarter with the price of the stock relating back to the price of stock at the time the contract was entered into. The President of the Company provides management consulting services to the Company. During the nine months ended December 31, 2014, the Company incurred $0 in management consulting services (June 30, 2013: $0).

Other expenses represent bank charges, office expenses, rent and filing fees.

Liquidity and Capital Resources

Cash Flows

The table below, for the periods indicated, provides selected cash flow information:
 
 
 

 
 
   
Nine Months
Ended
December 31,
2014
   
Nine Months
Ended
December 31,
2013
 
Cash used in operating activities
 
$
(248,398
)
 
$
(18,431
)
Cash used in investing activities
 
$
(87,135
)
 
$
-
 
Cash provided by financing activities
 
$
153,442
   
$
13,675
 
Net increase (decrease)  in cash
 
$
    (182,091)
   
$
(4,756
)
 
Cash Flows from Operating Activities
 
Our cash used in operating activities of $248,398 for the nine months ended December 31, 2014 was primarily the result of an increase in inventory and Stock-based compensation.

Cash Flows from Investing Activities

Our cash used in investing activities of $87,135 for the nine months ended December 31, 2014 was primarily the result of purchase of accounting software and equipment as well as a patent.

Cash Flows from Financing Activities
 
Our cash provided by financing activities of $153,442 for the nine months ended December 31, 2014 was primarily the result of common stock issued for cash $299,000, proceeds from notes payable related parties of $20,953 and repayment of related party advances.
 
Future Financings

We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock.  However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months.  We do not have any arrangements in place for any future equity financing.

Recent Accounting Pronouncements

See Note 2 to the Financial Statements.
 
Off Balance Sheet Arrangements

As of December 31, 2014, we did not have any significant off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
 
 
 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report.  Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective due to the company’s failure to properly value stock transactions. The material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.

Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date.  We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.
 
 
 

 

PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

Currently we are not involved in any pending litigation or legal proceeding.

ITEM 1A. RISK FACTORS.

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

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.
 
 
 

 

ITEM 6. EXHIBITS
 
The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:

EXHIBIT
NUMBER
 
DESCRIPTION
 
3.1
 
Articles of Incorporation. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on February 1, 2012.
3.2
 
Bylaws. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on February 1, 2012.
4.2
 
Subscription Agreement. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on February 1, 2012.
10.1
 
Promissory Note, President. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on May 24, 2012.
10.2
 
Consulting Agreement, C.E.O. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on May 24, 2012.
10.3
 
Consulting Agreement, C.F.O. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on May 24, 2012.
31.1
 
Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2
 
Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1
 
Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2
 
Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS
 
XBRL Instance Document **
101.SCH
 
XBRL Taxonomy Extension Schema Document **
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document **
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document **
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document **
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document **

*
Filed herewith.
 
**
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
 

 
 
SIGNATURES

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

Date: February 19, 2015
EARTH SCIENCE TECH INC.
     
 
By:
/s/  Dr. Harvey Katz
   
Dr. Harvey Katz
   
President, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer, Secretary, Treasurer and Director

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of Earth Science Tech Inc. and in the capacities and on the dates indicated.
 
SIGNATURES
 
TITLE
 
DATE
         
/s/ Harvey Katz
 
President, C.E.O., C.F.O., Secretary, Treasurer and Director
 
February 19, 2015
Dr. Harvey Katz
       
 

Exhibit 31.1
 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
 
I, Harvey Katz, certify that:
 
1.    I have reviewed this quarterly report on Form 10-Q of Earth Science Tech Inc. for the nine months ended December 31, 2014;
 
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a)
 
 designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
 
designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
 
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
d)
 
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting;
 
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
 
a)
 
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
 
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.     
 
Dated: February 19, 2015
By:
/S/ Harvey Katz
 
   
Harvey Katz
 
   
President, CEO, CFO
 
   
Secretary, Treasurer, and Director
 
 
Exhibit 31.2
 
CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
 
I, Harvey Katz, certify that:
 
1.    I have reviewed this quarterly report on Form 10-Q of Earth Science Tech Inc. for the nine months ended December 31, 2014;
 
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a)
 
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries,
 is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
 
designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
 preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
 
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
d)
 
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting;
 
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
 
a)
 
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
b)
 
any fraud, whether or not material, that involves management or other employees who have a significant role in the
 registrant’s internal control over financial reporting.     

Dated: February 19, 2015
By:
/S/ Harvey Katz
 
   
Harvey Katz
 
   
Chief Financial Officer
 
   
(Principal Financial Officer)
 
 
 
 
Exhibit 32.1
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Earth Science Tech Inc.  (the “Company”) on Form 10-Q for the period ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Harvey Katz Chief Executive Officer (Principal Executive Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1)
 
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and
(2)
 
The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.

Dated: February 19, 2015
By:
/S/ Harvey Katz
 
   
Harvey Katz
 

Exhibit 32.2

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Earth Science Tech Inc. (the “Company”) on Form 10-Q for the period ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Harvey Katz, Chief Financial Officer (Principal Financial Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
(3)
 
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities 
Exchange Act of 1934; and
(4)
 
The information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company.
 
Dated: February 19, 2015
By:
/S/ Harvey Katz
 
   
Harvey Katz
 
   
Chief Financial Officer
 
   
(Principal Financial Officer)