UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 5, 2016

Earth Science Tech, Inc.

(Exact name of Registrant as specified in its charter)

 

 

Nevada 000-55000 45-4267181
(State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.R.S. Employer Identification No.)
     

 

 

C1702 Costa Del Sol, Boca Raton, Florida 33432

(Address of Principal Executive Offices)

 

(561) 757-5591

(Registrant's Telephone Number, Including Area Code)

 

___________________________________________________________________

(Former Name or Former Address, if Changed Since Last Report)

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))



SECTION 4.  MATTERS RELATING TO ACCOUNTANTS AND FINANCIAL STATEMENTS

Item 4.01  Changes in Registrant's Certifying Accountant.

On or about February 5, 2016, Earth Science Tech, Inc., a Nevada corporation (the "Company"), engaged EisnerAmper LLP ("New Accountant") to audit and review the Company's financial statements for the fiscal year ending March 31, 2016 and for the quarter ended December 31, 2015, respectively.  The New Accountant has been engaged for general audit and review services and not because of any particular transaction or accounting principle, or because of any disagreement with the Company's former accountant, Liggett & Webb P.A. (the "Former Accountant").

The Former Accountant's reports on the Company's financial statements during its past two fiscal years did not contain an adverse opinion or disclaimer of opinion, nor was it modified as to uncertainty, audit scope or accounting principles, except for a going concern qualification contained in its audit report for the fiscal years ending March 31, 2015 and 2014.  The decision to change accountants was recommended and approved by the Company's Board of Directors.  During the fiscal years ended March 31, 2015 and March 31, 2014 through the date hereof, the Company did not have any disagreements with the Former Accountant 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 the former accountant would have caused them to make reference in connection with their report to the subject of the disagreement.

The Company has furnished Liggett & Webb P.A. with a copy of the disclosures under this Item 4.01 and has requested that the Former Accountant provide a letter addressed to the SEC stating whether or not they agree with the statements made herein or stating the reasons in which they do not agree.  The letter from the Former Accountant addressed to the Securities and Exchange Commission is filed herewith as Exhibit 16.1.

(b) On February 5, 2016, the Board of Directors approved the Company's engagement of EisnerAmper LLP as independent auditors for the Company and its subsidiaries. The Company sent a letter to the Former Accountant disengaging their services on February 9, 2016. The New Accountant was engaged for general audit and review services and not because of any particular transaction or accounting principle, or because of any disagreement with the Former Accountant. 

Neither the Company nor anyone on its behalf consulted the New Accountant 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).

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.  The following is a complete list of exhibits filed as part of this Report.  Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K.

Exhibit No.

Description

16.1

Letter of Change in Certifying Accountant, dated February 9, 2016

-1-



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 hereunto duly authorized.

Earth Science Tech, Inc.

 

By:/s/ Matthew Cohen

____________________________________

Matthew Cohen

Title: Interim CEO

 

Date: February 11, 2016

 

 

 

 

-2-

EXHIBIT 16.1

 

February 9, 2016

 

 

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

 

 

RE:  Earth Science Tech, Inc.

File Ref No:  000-55000

 

 

We have read the statements of Earth Science Tech, Inc. pertaining to our firm included under Item 4.01 of Form 8-K dated February 9, 2016 and agree with such statements as they pertain to our firm.  We have read Item 4.01, captioned "Changes in Registrant's Certifying Accountant," of the Current Report on Form 8-K of Earth Science Tech, Inc. and are in agreement with the statements therein as they relate to our firm.  We have no basis to agree or disagree with the other statements contained therein.

 

Sincerely,

 

 

 

 

Liggett & Webb, P.A.

Certified Public Accountants

Boynton Beach, Florida