UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10Q/A
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the quarterly period ended June 30, 2015
 
Or
 
 
[   ]
TRANSITION REPORT PURSUANT TO SECTION 1   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.)
 
 
 
C1702 Costa Del Sol
Boca Raton, Fl.
 
 
33432
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number including area code: (561) 757-5591

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 [   ]  No  x
 
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 May 17, 2016
Common Stock, $0.001 par value
39,463,528

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.
F-1
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
F-3
Item 4. Controls and Procedures.
F-4
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
20
Item 1A. Risk Factors.
20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
20
Item 3. Defaults Upon Senior Securities.
21
Item 4. Mine Safety Disclosures.
21
Item 5. Other Information.
21
Item 6. Exhibits.
21
SIGNATURES
22
 

EXPLANATORY NOTE

This Amendment No. 1 (the “Amendment”) to Earth Science Tech, Inc., (the “Company”) Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2015 amends and restates the Company’s Quarterly Report on Form 10-Q filed on August 19, 2015 (the “Initial 10-Q”).
 
As disclosed in the Company’s current report 8-K filed on April 12, 2016. The Company has restated the March 31, 2015 balance sheet, income statement, cash flow statement, and statement of stockholder’s equity as originally presented in its financial statement filed with its 2015 10-K on August 5, 2015 to accrue an issuance of stock that should have been recorded in that period and to correct a share-based payment which was not valued in accordance with Generally Accepted Accounting Principles during the period.
 
On April 8, 2016, the Company also received notification from its independent accountant, EisnerAmper LLP, that action should be taken to prevent future reliance on the previously filed financial statements contained in the forms 10Q for the quarterly periods ended June 30, 2015 and September 30 ,2015. The latter forms contained an issuance of common stock that should have been recorded in the previous annual period and share-based payments which were not valued in accordance with Generally Accepted Accounting Principles.
 
This amendment does not reflect events occurring after the original filing. Except for the foregoing amended information, this Form 10-Q/A continues to speak as of the date of the original filing and the Company has not otherwise updated disclosures contained therein or herein to reflect events that occurred at a later date.


PART 1 – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

EARTH SCIENCE TECH, INC.

Index to
Condensed Financial Statements

Contents
Page (s)
Condensed Consolidated Balance Sheets at June 30, 2015 (Unaudited) (Restated) and March 31, 2015 (Restated)
F-1
Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2015 (Restated) and 2014 (Restated) (Unaudited)
F-2
Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2015 (Restated) and 2014 (Restated) (Unaudited)
F-3
Notes to the Condensed Consolidated Financial Statements (Unaudited)
F-4
 

EARTH SCIENCE TECH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS
 
   
June 30,
2015
   
March 31,
2015
 
 
(Unaudited)
(Restated)
   
(Restated)
 
Current Assets:
           
Cash
 
$
181,361
   
$
324,378
 
Accounts Receivable
   
1,899
         
Prepaid expenses
   
32,237
     
101,619
 
Inventory
   
307,785
     
235,588
 
Total current assets
   
523,282
     
661,585
 
                 
Fixed Assets
   
70,917
     
65,854
 
                 
Other Assets:
               
Patent, net
   
28,571
     
29,078
 
Deposits
   
32,309
     
17,211
 
Total other assets
   
60,880
     
46,289
 
Total Assets
 
$
655,079
   
$
773,728
 
               
LIABILITIES AND STOCKHOLDERS'S EQUITY
 
                 
Current Liabilities:
               
Accounts payable and accrued liabilities
 
$
72,027
   
$
88,655
 
Notes payable ‐ related parties
   
59,558
     
59,558
 
                 
Total current liabilities
   
131,585
     
148,213
 
Total liabilities
   
131,585
     
148,213
 
                 
Committments and Contingencies (see note 11)                
Stockholders' Equity:
               
Preferred shares, par value $0.001 per share, 10,000,000 shares authorized; 5,200,000 and 5,200,000 shares issued and outstanding as of June 30, 2015 and March 31, 2015 respectively
   
5,200
     
5,200
 
Common stock, par value $0.001 per share, 75,000,000 shares authorized; 38,544,829 and 38,229,829 shares issued and outstanding as of June 30, 2015 and March 31, 2015 respectively
   
38,545
     
38,230
 
Additional paid-in capital
   
22,086,298
     
21,998,214
 
Accumulated deficit
   
(21,606,549
)
   
(21,416,129
)
Total stockholders' equity
   
523,494
     
625,515
 
Total Liabilities and Stockholder's Equity
 
$
655,079
   
$
773,728
 

See accompanying notes to the unaudited condensed consolidated financial statements
 

EARTH SCIENCE TECH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
   
For the Three Months Ended June 30,
 
   
2015
   
2014
 
   
(Restated)
   
(Restated)
 
Revenue
 
$
81,608
   
$
-
 
Cost of Revenues
   
50,663
     
-
 
Gross Profit
   
30,945
     
-
 
                 
Operating Expenses:
               
                 
Marketing Expense
   
18,386
     
87,500
 
Compensation - officers
   
30,000
     
50,000
 
General and administrative
   
163,945
     
52,438
 
Professional fees
   
7,867
     
31,839
 
Total operating expenses
   
220,198
     
221,777
 
Loss from Operations
   
(189,253
)
   
(221,777
)
                 
Other Income (Expenses)
               
Interest expense
   
(1,191
)
 
 
Interest income
   
24
     
26
 
Total other income (expenses)
   
(1,167
)
   
26
 
                 
Net loss before provision for income taxes
   
(190,420
)
   
(221,751
)
                 
Provision for income taxes
   
-
     
-
 
                 
Net loss
 
$
(190,420
)
 
$
(221,751
)
                 
Loss per common share:
               
Loss per common share ‐ Basic and Diluted
 
$
(0.00
)
 
$
(0.01
)
                 
Weighted Average Common Shares Outstanding:
               
Basic and Diluted
   
38,274,986
     
35,586,003
 

See accompanying notes to the unaudited condensed consolidated financial statements

EARTH SCIENCE TECH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
   
For the Three Months
Ended June 30,
 
   
2015
   
2014
 
   
(Restated)
   
(Restated)
 
Cash Flow From Operating Activities:
           
Net loss
 
$
(190,420
)
 
$
(221,751
)
Adjustments to reconcile net loss to net cash used in operating activities:
               
Stock‐based compensation
   
77,397
     
102,750
 
Depreciation and amortization
   
2,456
     
-
 
Changes in operating assets and liabilities:
               
Increase in deposits
   
(15,098
)
   
(23,046
)
Decrease in prepaid expenses
   
57,507
     
87,500
 
Increase in inventory
   
(72,197
)
   
-
 
Increase in accounts payable
   
(16,628
)
   
4,162
 
Increase in accounts receivable
   
(1,899
)
   
-
 
Net Cash Provided in Operating Activities
   
(158,882
)
   
(50,385
)
                 
Investing Activities:
               
Fixed asset purchases
   
(7,012
)
   
(974
)
Net Cash Used in Investing Activities
   
(7,012
)
   
(974
)
                 
Financing Activities:
               
Proceeds from issuance of common stock
   
22,877
     
219,000
 
Proceeds from notes payable‐related party
 
     
20,953
 
Repayments of advances from related party
 
     
(166,511
)
Net Cash Used by Financing Activities
   
22,877
     
73,442
 
Net Increase (Decrease) in Cash
   
(143,017
)
   
22,083
 
                 
Cash ‐ Beginning of Period
   
324,378
     
376,704
 
Cash ‐ End of Period
 
$
181,361
   
$
398,787
 
                 
Supplemental disclosure of non cash investing & financing actvities:
               
Cash paid for income taxes
 
$
-
   
$
-
 
Cash paid for interest expense
 
$
-
   
$
-
 

See accompanying notes to the unaudited condensed consolidated financial statements
 

 
EARTH SCIENCE TECH, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2015
(Unaudited)

Note 1 – Organization and Operations

Earth Science Tech, Inc.

Earth Science Tech, Inc.  (the “Company”) was incorporated under the laws of the State of Nevada on April 23, 2010.  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.

Change in control

On March 24, 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 24, 2014.

Note 2 – Summary of Significant Accounting Policies

Basis of presentation

The accompanying unaudited condensed consolidated interim financial statements includes the accounts of the Company, Nutrition Empire Inc. and Earth Science Tech Vapor One, Inc. as of June 30, 2015.  As of June 30, 2014 the unaudited condensed consolidated financial statements include all of the accounts of the Company and its wholly owned subsidy Nutrition Empire.
 
The unaudited condensed consolidated interim financial statements have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the year ended March 31, 2015 contained in the Company’s Annual Report on Form 10K filed with the SEC on  August 5, 2015 and amended on Form 10-K/A on May 4, 2016.  The results of operations for the three months ended June 30, 2015, are not necessarily indicative of results to be expected for any other interim period or the fiscal year ending March 31, 2016.
1

We operate through two wholly owned subsidiaries which provide products, marketing and distribution. As of December 2014, Nutrition Empire was opened as a brick and mortar retail store that provides health, wellness, sports nutrition and dietary supplement products at competitive prices. In March 2015, the Company created Earth Science Tech Vapor One, Inc., a license and distribution company allowing us entry in the maturing marketplace of the vaping industry. Our licensing relationship gives us the market mobility, allowing us to capture the emerging market offering our CBD oil to our retail partners as demand emerges

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 fixed assets; income tax rate, income tax provision and valuation allowance of deferred tax assets; stock based compensation, valuation of inventory 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.
2

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 ` 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.
3

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.

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.

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.
4

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 products. Persuasive evidence of an arrangement is demonstrated via invoice; products are considered provided when the product 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.
5

Inventories

Inventories are stated at the lower of cost or market using the first in, first out (FIFO) method. Provisions have been made to reduce excess or obsolete inventories to their net realizable value.

Cost of Sales

Components of costs of sales include product costs, shipping costs to customers and any inventory adjustments.

Shipping and Handling Costs

The Company includes shipping and handling fees billed to customers as revenues and shipping and handling costs for shipments to customers as cost of revenues.

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.
6

Net 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.

As of June 30, 2015 and June 30, 2014, the Company has 333,332 and 0, respectively warrants that are anti-dilutive and not included in the calculation of diluted earnings per share.

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.
7

Recently issued accounting pronouncements

We have reviewed all new accounting pronouncements and do not expect any new pronouncements or guidance to have an impact on our results of operations or financial position: 
 
In May 2014, the FASB issued new accounting guidance regarding revenue recognition under GAAP. This new guidance will supersede nearly all existing revenue recognition guidance, and is effective for public entities for annual and interim periods beginning after December 31, 2016. Early adoption is not permitted. We are currently evaluating the impact of this new guidance on the Company’s consolidated financial statements.

In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “ Revenue from Contracts with Customers”.  The update gives entities a single comprehensive model to use in reporting information about the amount and timing of revenue resulting from contracts to provide goods or services to customers. The proposed ASU, which would apply to any entity that enters into contracts to provide goods or services, would supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. Additionally, the update would supersede some cost guidance included in Subtopic 605-35, Revenue Recognition – Construction-Type and Production-Type Contracts. The update removes inconsistencies and weaknesses in revenue requirements and provides a more robust framework for addressing revenue issues and more useful information to users of financial statements through improved disclosure requirements. In addition, the update improves comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets and simplifies the preparation of financial statements by reducing the number of requirements to which an entity must refer. The update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition.

In June 2014, the FASB issued ASU 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period." This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. We do not expect the adoption of this guidance to have a material impact on the consolidated financial statements.
8

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern”, which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures.  ASU 2014-15 is effective for annual periods ending after December 15, 2016 and interim periods thereafter.  Early application is permitted.  The adoption of ASU 2014-15 is not expected to have a material effect on the consolidated financial statements.  We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

All other newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable.
 
Intangible Assets

In accordance with FASB ASC 350-25, “Intangibles - Goodwill and Other” , In October 2014, the Company acquired a patent that is being amortized over its useful life of fifteen years. The Company purchased the patent through a cash payment of $25,000. Additionally, the Company capitalized patent fees of $5,430. The Company's balance of intangible assets on the balance sheet net of accumulated amortization is $28,571 and $29,078 at June 30, 2015 and March 31, 2015, respectively.  Amortization expense related to the intangible assets was $507 and $0, respectively for the three months ended June 30, 2015 and June 30, 2014.

Long-Lived Assets

The Company’s long-lived assets are reviewed for impairment in accordance with the guidance of the FASB ASC 360-10, “ Property, Plant, and Equipment ”, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset.  If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value.  Through June 30, 2015, the Company had not experienced impairment losses on its long-lived assets.
9

Note 3 – Going Concern

The accompanying condensed 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 June 30, 2015, 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

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 common shares per quarter to compensate for his services.  During the year ended March 31, 2015, the Company issued 400,000 shares of common stock to its CEO for services at fair value of $477,000 under the said employment agreement and paid cash of $57,000. As of May 10 2015, the Company has terminated the services of Harvey Katz’s.  Mr. Katz is no longer involved with the Company and does not receive any type of compensation.

During the year ended March 31, 2014, a former stockholder provided $20,953 and $11,524 in notes to the Company. The notes are payable on September 30, 2014, unsecured and bear interest at 8%.  As of June 30, 2015 and March 31, 2015, the Company had $59,558 of notes payable outstanding from related party. As of June 30, 2015, the notes are in default.  The Company is in current negotiations with the lender to extend the notes for an additional year.
 
Effective May 1, 2015, the Company entered into a Product Development and Marketing Agreement with Majorca Group, Inc., for cash compensation. Majorca Group, Inc. is the principal stockholder of the Company. Under the Agreement, Earth Science engaged Majorca to assist with the development and marketing of new product lines and to effect introductions of prospects to Earth Science for diverse transactional potentials.
10

During the three months ended June 30, 2015, the Company issued 275,000 common shares as payment to marketing services valued at $261,250 to Royal Palm Consulting which was recorded as additional paid in capital as of March 31st, 2015 (See note 5).
 
During the three months ended June 30, 2015, the Company issued 5,000 common shares with fair value of $4,750 to an officer for services rendered.
 
During the three months ended June 30, 2015, the Company issued 4,500 common shares with fair value of $4,275 to an advisory board member for services rendered.

Note 5 – Stockholders’ Equity

Shares authorized

Upon formation the total number of shares for all classes of stock which the Company is authorized to issue preferred stock in the amount of ten million (10,000,000), par value $.001 per share and issue common stock in the amount of seventy-five million (75,000,000), par value $.001 per share.

Common stock

During the quarter ended December 31, 2015, the Company issued 50,000 shares of common stock pursuant to Royal Palm's consulting agreement for web marketing services for the period of December 2014 through December 2015. As of June 30, 2015 the fair value of the shares has been re-measured and the related expense has been recorded as follows: Fair value of the shares at June 30, 2015 and March 31, 2015 was $62,500 and $57,500. For the Three months ended June 30, 2015, the Company has expensed $4,999. As of June 30, 2015, the Company has expensed $30,263 leaving the remaining balance of $32,237 recorded as a prepaid expense. As of March 31, 2015, $14,375 was expensed leaving a balance of $43,125 and was recorded as a prepaid expense.
 
During the three months ended June 30, 2015, the Company issued 275,000 common shares as payment to marketing services valued at $261,250 to Royal Palm Consulting which was recorded as additional paid in capital as of March 31st, 2015 (See note 4).
 
During the quarter ended June 30, 2015, the Company issued 5,000 common shares with a fair value of $4,750 to an officer for services rendered. (see note 4)

During the quarter ended June 30, 2015, the Company issued 4,500 common shares with fair value of $4,275 for consulting services rendered.
 
During the three months ended June 30, 2015, the Company accrued the issuance of 50,000 common shares as payment for services valued at $51,500 to an employee of the Company which was recorded as additional paid in capital.
 
During the quarter ended June 30, 2015, the Company issued 30,500 common shares for cash of $22,875.
11

Note 6 – Stock Purchase Warrants

During the year ended March 31, 2015, the Company issued 333,332 warrants (each warrant is exercisable into one share of Company restricted common stock at $0.75) in connection with the issuance of an equity investment.

A summary of the change in stock purchase warrants for the period ended June 30, 2015 are as follows:

 
Warrants
Outstanding
Exercise
Price
Contractual
Life (Years)
Warrants outstanding–March 31, 2015
333,332
.75
.9
Warrants exercised – 2015
0
0
0
Balance, June 30, 2015
333,332
$.75
.67

The balance of outstanding and exercisable common stock warrants at June 30, 2015 is as follows:

Number of Warrants Outstanding
 
Exercise Price
 
Remaining Contractual Life (Years)
333,332
 
$0.75
 
.67

Note 7-Reclassification

Certain amounts from prior periods have been reclassified to conform to the current period presentation.


Note 8-Restatement

The Company had restated the June 30, 2015 consolidated balance sheet, statement of operations and cash flow statement as originally presented in its Financial Statements filed with its 2015 10-Q filed on August 19, 2015
 
Changes to Condensed Balance Sheet
  June 30, 2015  
    As Previously Reported     Adjustment     As Reported  
Prepaid Marketing
 
$
45,577
   
$
(13,340
)
 
$
32,237
 
Additional Paid in Capital
   
22,059,798
     
(26,500
)
   
22,086,298
 
 
Changes to Condensed Statement of Operations
 
Three months Ended June 30, 2015
 
    As Previously Reported     Adjustment     As Reported  
Marketing
   
285,056
     
(266,670
)
   
18,386
 
General and Administrative
   
112,445
     
51,500
     
163,945
 
 
Changes to Condensed Statement of Cash Flow
 
Three months Ended June 30, 2015
 
    As Previously Reported     Adjustment     As Reported  
Net Loss
   
(405,590
)
   
215,170
     
(190,420
)
Stock based compensation
   
291,583
     
(214,186
)
   
77,397
 
Decrease in prepaid expense     58,495       (984 )     57,507  
 
12

Note 9 – Prepaid Expenses

Prepaid Expenses represents the unamortized costs for the use of certain consultants pursuant to agreements executed and retainer for professional services during the fiscal year ending March 2015.  In consideration for these services, under certain consulting agreements, the Company issued 0 and 50,000 shares of common stock has been remeasured and the related expense to consultants with a fair value of $57,500 and $62,500 during the three month period ended June 30, 2015 and the year ended March 31, 2015, respectively. The unamortized prepaid expense was $32,237 and $43,125 at June 30, 2015 and March 31, 2015, respectively.
13

Note 10 – Fixed Assets

At June 30, 2015 and March 31, 2015, fixed assets consisted of the following:

 
 
June 30, 2015
   
March 31, 2015
 
Sign
 
$
6,500
   
$
6,500
 
Furniture and Equipment
   
8,521
     
1,509
 
Software
   
974
     
974
 
Leasehold improvements
   
51,300
     
51,300
 
Architectural and Design
   
8,700
     
8,700
 
 
   
75,995
     
68,983
 
Less accumulated depreciation
   
(5,078
)
   
(3,129
)
 
 
$
70,917
   
$
65,854
 

Depreciation expense for the three months ended June 30, 2015 and 2014 was $1,949 and $0, respectively.

Note 11-Commitments

Legal Proceedings

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.  As of the date of this filing, management believes that the Company will not incur any damages therefore no expense accrual is necessary.
14

Employment Agreement

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 to compensate his services.  During the year ended March 31, 2015, the company issued 400,000 shares of common stock to its CEO for services at fair value at of $477,000 under the said employment agreement and paid cash of $57,000.  The agreement was terminated on May 10, 2015.

In May 2015 the Company entered into an Employment Agreement with its CEO Matthew J. Cohen.  The Agreement calls for an annual salary of $120,000 for the first and only year of the contract.

Consulting Agreements
 
During the quarter ended December 31, 2015, the Company issued 50,000 shares of common stock pursuant to Royal Palm's consulting agreement for web marketing services for the period of December 2014 through December 2015. As of June 30, 2015 the fair value of the shares has been re-measured and the related expense has been recorded as follows: Fair value of the shares at June 30, 2015 and March 31, 2015 was $62,500 and $57,500. As of June 30, 2015, the Company has expensed $30,263 leaving the remaining balance of $32,237 recorded as a prepaid expense. As of March 31, 2015, $14,375 was expensed leaving a balance of $43,125 and was recorded as a prepaid expense.
  
On March 6, 2015, Earth Science Tech, Inc. entered into a License and Distribution Agreement with I Vape Vapor, Inc. a Minnesota corporation.  The purpose of the License and Distribution Agreement is for Earth Science Tech, Inc. to license to I Vape Vapor, Inc. its use of Earth Science Tech’s “Ultra-High Grade CBD Rich Hemp Oil,” for use in I Vape Vapor, Inc.’s E-Cigarettes within the United States of America, its territories and possessions only.  I Vape Vapor shall pay for the bottling, formulating, flavoring, labels, and any other elements necessary to produce the finished e-liquid consumable with Earth Science Tech agreeing to reimburse I Vape Vapor for its costs off the top.  After deduction of the respective cost elements of the parties and reimbursement thereof, the parties shall divide the net proceeds 50% to Earth Science Tech and 50% to I Vape Vapor except where sales have been originated, produced or referred by Earth Science Tech, in which case the division shall be 65% to Earth Science Tech and 35% to I Vape Vapor.  For the three month period ended as of June 30, 2015 the Company recognized $10,850 in revenue. As of June 11, 2015, the licensee was in default and the Company terminated the agreement.
15

Lease Agreements

On July 18, 2014, the Company’s wholly owned subsidiary, Nutrition Empire entered into a five year retail store lease agreement in Coral Gables, Florida commencing December 1, 2014 through November 30, 2019 for aggregate rent of $223,725 The amount is to be paid monthly over the term of the lease term. A deposit of $17,211 was tendered to secure the lease.

In April, 2015, the Company entered into an office lease covering its new Boca Raton, Florida headquarters. The lease term is for three years commencing on July 1, 2015. The monthly rent including sales tax is $1,908 and fixed at this amount for the next three years. A deposit of $3,816 was tendered to secure the lease.

Intellectual Property Agreements

The Company has secured a new provisional patent with the United States Patent and Trademark Office (USPTO) for Hemp Oil Enriched with CBD (Cannabidiol) and Hemp Oil Enriched with Proprietary Additives Pursuant to an Intellectual Property Exploitation Agreement, consideration of $25,000 was agreed upon for the execution of the assignment. The patent was filed on October 8, 2014 by the inventors Dr. Harvey Katz the former CEO of Earth Science Tech and Dr. Wei R. Chen the assistant dean of the College of Mathematics and Science at the University of Central Oklahoma (UCO).

Note 12-Subsequent Events

On July 21, 2015 the Company filed a lawsuit in Palm Beach County, Florida, case number 29929286 for a claim of $100,000 against its former CEO, Dr. Harvey Katz, asserting many counts such as Breach of Contract, Unjust Enrichment, Negligence, Conspiracy and Conversion.  At this juncture both parties are in settlement discussions.

On July 21, 2015, pursuant to a subscription agreement, the Company issued 9,500 common shares for $0.75 per share.
16

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.

BUSINESS.
 
GENERAL

The following is a summary of some of the information contained in this Document. Unless the context requires otherwise, references in this document to "Earth Science Tech," “ETST,” or the "Company" are to Earth Science Tech, Inc.

DESCRIPTION OF BUSINESS

The Company was incorporated under the laws of the State of Nevada on April 23, 2010. The Company is a biotechnology company focused on delivering unique nutraceuticals, bioceuticals and dietary supplements in the areas of health, wellness, sports and alternative medicine. Our products include cannabidiol (“CBD”) hemp oil and other dietary supplements. ETST maintains a website at www.earthsciencetech.com.

Formerly known as Ultimate Novelty Sports, Inc., we were consultants to health club managers and were providers of services to the athletic facility industry.  We offered a full range of consulting services. In our dealings with these industry representatives we found that knowledgeable personnel and natural nutritional and dietary supplements were lacking in the industry. We therefore decided to enlarge our marketing to include nutritional and dietary supplements to these facilities as well as opening stand-alone retail stores offering nutritional products as well as personnel trained to answer any and all questions related to products promoting health and well-being. On March 06, 2014, the Board of Directors 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.

COMPANY OVERVIEW

ETST is a biotechnology company centered on unique nutraceuticals and bioceuticals designed to excel in industries such as health, wellness, nutrition, supplements, cosmetics and alternative medicine to improve the quality of life for consumers worldwide. ETST seeks to deliver non-prescription 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 CBD as a natural constituent of hemp oil, vitamins, minerals, herbs, botanicals, personal care products, homeopathies, 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 previously 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.
17

ETST is focused on researching and developing innovative hemp extracts and making them accessible worldwide. ETST plans to be a supplier of high quality hemp oil enriched with high-grade CBD. ETST’s primary goal is to advance different high quality hemp extracts with a broad profile of cannabinoids and additional natural molecules found in industrial hemp and to identify their distinct properties.

We believe that the United States Food and Drug Administration (FDA) currently considers non-THC hemp based cannabinoids, including CBD, to be “food based” and therefore saleable in all 50 states and more than 40 countries. Cannabinoids are natural constituents of the hemp plant and CBD is derived from hemp stalk and seed. Hemp oil is a dietary supplement that presents evidence of health and wellness benefits. According to research and ongoing studies in collaboration with Dr. Wei R. Chen, Assistant Dean of the College of Mathematics and Science at the University of Central Oklahoma, CBD has the potential to help a range of conditions and disorders.

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 06, 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 June 30, 2015 compared to the three Months ended June 30, 2014

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

Revenue

We generate revenue from consulting and marketing services.
18

Our gross revenue for the three months ended June 30, 2015, was $ 81,608, compared to $0, for the same period in our fiscal 2014.  Our cost of revenues for the same period ended June 30, 2015, was $50,663 (June 30, 2014: $0) resulting in a gross profit of $30,945 for June 30, 2015 (June 30, 2014: $0).

Operating Costs and Expenses

The major components of our expenses for the three months ended June 30, 2015 and 2014 are outlined in the table below:

 
 
Three Months
Ended
June 30,
2015
   
Three Months
Ended
June 30,
2014
 
Marketing
 
$
18,386
   
$
87,500
 
Professional fees
   
7,867
     
31,839
 
Officer compensation
   
30,000
     
50,000
 
General and administrative
   
163,945
     
52,438
 
 
 
$
220,198
   
$
221,777
 

Total operating costs for the three months ended June 30, 2015 were at the same level in comparison to the operating costs for the three months ended June 30, 2014. During the three months ended June 30, 2015 we experienced $30,000 in officer compensation, $18,386 in marketing, $7,867 in professional fees, and $163,945 in general and administrative cost compared to $31,839 in professional fees, $50,000 in officer compensation and $52,438 in general and administrative for the period ended June 30, 2014. During the quarter ended June 30, 2015 we worked on more projects compared to the same period in our fiscal 2014. As a result, we have incurred an increase in general and administrative costs.

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

Liquidity and Capital Resources

Working Capital
 
June 30,
2015
   
March 31,
2015
 
Current Assets
 
$
523,282
   
$
661,585
 
Current Liabilities
 
$
(131,585
)
 
$
(148,213
)
Working Capital
 
$
391,697
   
$
513,372
 

Cash Flows

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

 
 
Three Months
Ended
June 30,
2015
   
Three Months
Ended
June 30,
2014
 
Cash used in operating activities
 
$
(158,882
)
 
$
(50,385
)
Cash used in investing activities
 
$
(7,012
)
 
$
(974
)
Cash provided by financing activities
 
$
22,877
   
$
73,442
 
Net increase (decrease) in cash
 
$
(143,017
)
 
$
22,083
 
 
19

Cash Flows from Operating Activities
 
Our cash used in operating activities of $158,882 for the three months ended June 30, 2015 was primarily the result of an increase in inventory.

Cash Flows from Investing Activities

Our cash used in investing activities of $7,012 for the three months ended June 30, 2015 was primarily the result of purchase of office equipment.

Cash Flows from Financing Activities

Our cash provided by financing activities of $22,877 for the three months ended June 30, 2015 was the result of common stock  issued for cash.

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 June 30, 2015, 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. As of June 30, 2015, management assessed the effectiveness of the Company’s internal control utilizing Integrated Framework, 2013 version over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments. 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.
20

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.

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.  As of the date of this filing, management believes that the Company will not incur any damages therefore no expense accrual is necessary.

On July 21, 2015 the Company filed a lawsuit against former CEO, Dr. Harvey Katz, asserting many counts such as Breach of Contract, Unjust Enrichment, Negligence, Conspiracy and Conversion.  At this juncture both parties are in settlement discussions.
 
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.
 
Other than disclosed below, there were no unregistered sales of the Company’s equity securities during the quarter ended June 30, 2015 that were not previously disclosed in a current report on Form 8-k.

In April 2015 the Company issued 275,000 common shares to Royal Palm Consulting Services, LLC for consulting services related to prior fiscal year reflecting a fair value of $261,250.

During the quarter ended June 30, 2015, the Company issued 5,000 common shares with a fair value of $4,750 to an officer for services rendered.

During the quarter ended June 30, 2015, the Company issued 4,500 common shares with fair value of $4,275 for consulting services rendered.

During the quarter ended June 30, 2015, the Company issued 30,500 common shares for cash of $22,877.
 
The securities issued pursuant to the Transaction Documents were not registered under the Securities Act of 1933, as amended (the “Securities Act”), but qualified for exemption under Section 4(a)(2) of the Securities Act. The securities were exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a “public offering,” as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, and manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, the Investor had the necessary investment intent as required by Section 4(a)(2) of the Securities Act since they agreed to, and received, the securities bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act.
21

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.
22

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: May 17, 2016
Earth Science Tech, Inc.
 
       
 
By:
/s/  Matthew J. Cohen
 
 
 
Matthew J. Cohen
 
 
 
Chief Executive Officer (Principal Executive Officer)and Chief Financial Officer
 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of Ultimate Novelty Sports Inc. and in the capacities and on the dates indicated.

SIGNATURES
 
TITLE
 
DATE
 
 
 
 
 
/s/  Matthew J. Cohen
 
C.E.O. and C.F.O.
 
May 17, 2016
Matthew J. Cohen
 
 
 
 
 
 
23
 
Exhibit 31.1
 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
 
I, Matthew J. Cohen, certify that:
 
1.
I have reviewed this quarterly report on Form 10-Q/A of Earth Science Tech, Inc. for the three months ended June 30, 2015;
 
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: May 17, 2016
By:
/S/ Matthew J. Cohen
 
 
 
Matthew J. Cohen
 
 
 
President, CEO
 
 
 
Secretary, Treasurer, and Director
 
 
 
Exhibit 31.2
 
CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
 
I, Matthew J. Cohen, certify that:
 
1.
I have reviewed this quarterly report on Form 10-Q/A of Earth Science Tech, Inc. for the three months ended June 30, 2015;
 
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: May 17, 2016
By:
/S/ Matthew J. Cohen
 
 
 
Matthew J. Cohen
 
 
 
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/A for the period ended June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew J. Cohen,  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: May 17, 2016
By:
/S/ Matthew J. Cohen
 
 
 
Matthew J. Cohen
 
 
 
Chief Executive Officer
 
 
 
Exhibit 32.2
 
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/A for the period ended June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew J. Cohen, 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: May 17, 2016
By:
/S/ Matthew J. Cohen
 
 
 
Matthew J. Cohen
 
 
 
Chief Financial Officer
 
 
 
(Principal Financial Officer)