UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest reported): February 25, 2015

EARTH SCIENCE TECH, INC.
(Exact name of registrant as specified in 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
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.01  Changes in Registrant’s Certifying Accountant.
 
(a)    On February 25, 2015, the Board of Directors of Earth Science Tech, Inc. (the "Company") received De Joya Griffith LLC’s ("De Joya") resignation as independent auditors for the Company as the latest 10-Q filed by the Company was filed without De Joya Griffith’s approval.
 
De Joya's report on the Company's financial statements for the quarter ending December 31, 2014 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
 
There have been no disagreements with De Joya on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of De Joya, would have caused it to make reference to the subject matter of the disagreement in connection with its report.  None of the events described in Item 304(a)(1)(v) of Regulation S-K has occurred with respect to De Joya.
 
The Company provided to De Joya the disclosure contained in this Form 8-K and requested De Joya to furnish a letter addressed to the Commission stating whether it agrees with the statements made by the Company herein and, if not, stating the respects in which it does not agree.  A letter from De Joya is attached as Exhibit 16.1 to this Form 8-K and incorporated herein by reference.
 
(b)    On March 02, 2015, the Board of Directors approved the Company's engagement of Liggett, Vogt and Webb P.A., CPA’s as independent auditors for the Company and its subsidiaries.  The Company engaged Liggett, Vogt and Webb P.A., CPA’s on March 02, 2015.
 
Neither the Company nor anyone on its behalf consulted Liggett, Vogt and Webb P.A., CPA’s regarding (i) the application of accounting principles to a specific completed or contemplated transaction, (ii) the type of audit opinion that might be rendered on the Company's financial statements, or (iii) any matter that was the subject of a disagreement or event identified in response to Item 304(a)(2) of Regulation S-K (there being none).

Item 4.02   Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On February 25, 2015, the Company was advised by De Joya Griffith KKC ("De Joya"), its independent registered public accounting firm, that the Company's previously issued unaudited financial statements for the period ended December 31, 2014 (the "Third Quarter 10-Q") could not be relied on because they were not reviewed by an independent registered public accounting firm in accordance with Statement on Auditing Standards No. 100, Interim Financial Information ("SAS 100").  In addition, they advised us that the financial statements as of June 30, 2014 and September 30, 2014 can’t be relied upon due to an error discovered during the December 31, 2014 review. 
 
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Accordingly the Company is restating the June 30, 2014, September 30, 2014 and December 31, 2014 10-Q’s and will file amendments as soon as practicable.

The executive officers of the Company discussed the matters disclosed in this Item 4.02 of this Form 8-K with De Joya and with the Company’s new independent auditors, Liggett, Vogt and Webb P.A., CPA’s, and have requested that they furnish us as promptly as possible a letter addressed to the Commission stating whether the former independent accountant agrees with the statements made in this Form 8-K in response to this Item 4.02 and, if not, to state the respects in which it does not agree. A copy of De Joya's response letter is filed as Exhibit 16.1 herein.

Item 9.01  Financial Statements and Exhibits.
 
(d) Exhibits. The following exhibit is filed with this report:
 
Exhibit No.
Description of Exhibit
16.1
Letter from De Joya Griffith, LLC  dated February 25, 2015
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
GUARDIANLINK, INC.
 
       
 
By:
/s/ Harvey Katz
 
   
Harvey Katz
 
   
Chief Executive Officer
 

Date:   March 17, 2015
 

 

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February 25, 2015

Harvey Katz
Earth Science Tech, Inc. (fka Ultimate Novelty Sports, Inc.)
40 East Main Street, Suite 998
Newark, DE 19711

Dear Dr. Katz:

Effective February 25, 2015, we will cease our services as your independent auditor. We have reached this decision reluctantly and after substantial deliberation. As a result of our resignation, you are required to file a Form 8-K with the SEC disclosing this matter.

We are in the process of reviewing your account. Once the review is complete, we will notify you of any unused amounts.

Thank you for your time. We look forward to assisting you with the transition to your new accountants. If you have any questions regarding this letter or require additional information, please contact our office at the number listed below.

Sincerely,

/s/ De Joya Griffith, LLC
De Joya Griffith, LLC
Certified Public Accountants
 
 
 
Corporate Headquarters: De Joya Griffith, LLC
2580 Anthem Village Drive, Henderson, NV 89052 Phone: (702) 563-1600 Fax: (702) 920-8049

 
 
March 16, 2015

Securities and Exchange Commission
100 F Street NE
Washington, DC  20549

RE: Earth Science Tech, Inc.

We have read the statements that we understand Earth Science Tech, Inc. will include under Item 4.01, Changes in Registrant’s Certifying Accountant and Item 4.02, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, of the Form 8-K report it will file.  We agree with such statements made regarding our firm.

Very truly yours,

De Joya Griffith, LLC
Certified Public Accountants
 
 
 
Corporate Headquarters:
De Joya Griffith, LLC
2580 Anthem Village Drive, Henderson, NV 89052 Phone: (702) 563-1600 Fax: (702) 920-8049