SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-12g
 
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
 
Earth Science Tech, Inc.
(Exact name of Registrant as specified in its charter)
 
Nevada
 
80-0961484
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
 
8000 NW 31sth Street, Unit 19
Doral, FL 33122, USA
(Address of principal executive offices)
 
(305) 615-2118
(Registrant's telephone number, including area code)
 
Securities to be registered pursuant to Section 12(b) of the Act:
 
Title of Each Class to be so Registered
 
Name of Each Exchange on which Each Class is to be Registered
None
 
N/A
Securities to be registered pursuant to Section 12(g) of the Act:
 
Title of Each Class to be so Registered
Common Shares, par value $0.001
 
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 definitions of a "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act or Emerging Growth Company.

 
 
 
 
 
 
 
Large accelerated filer
 
  
Accelerated filer
 
 
 
 
 
Non-accelerated filer
 
  (Do not check if a smaller reporting company)
 
Smaller reporting company
 
 
Emerging Growth Company
 
¨
         

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided  pursuant to Section 13 of the Exchange Act. o

EXPLANATORY NOTE
 
This registration statement on Form 10 (the " Registration Statement ") is being filed by Earth Science Tech, Inc. in order to register common stock of the Company voluntarily pursuant to Section 12(g) under the Securities Exchange Act of 1934, as amended (the " Exchange Act "). The Company is not required to file this Registration Statement pursuant to the Securities Act of 1933, as amended (the " Securities Act ").
 
Once this registration statement is deemed effective, we will be subject to the requirements of Regulation 13A under the Exchange Act, which will require us to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and we will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act.  The registration statement, including exhibits, may be inspected without charge at the SEC's principal office in Washington, D.C., and copies of all or any part thereof may be obtained from the Public Reference Section, Securities and Exchange Commission, 100 F Street, NW, Washington, D.C. 20549 upon payment of the prescribed fees. You may obtain information on the operation of the Public Reference Room by calling the SEC at l.800.SEC.0330. The SEC maintains a Website that contains reports, proxy and information statements and other information regarding registrants that file electronically with it. The address of the SEC's Website is http://www.sec.gov. 
 




Table of Contents
For Form 10
of
Earth Science Tech, Inc.

 
Page
 
Item 1.
Business
  3
 
 
 
Item 1A.
Risk Factors
12 
 
 
 
Item 2.
Financial Information
 22
 
 
 
Item 3.
Properties
 26
 
 
 
Item 4.
Security Ownership of Certain Beneficial Owners and Management
 27
 
 
 
Item 5.
Directors and Officers
 28
 
 
 
Item 6.
Executive Compensation
 30
 
 
 
Item 7.
Certain Relationships and Related Transactions, and Director Independence
 32
 
 
 
Item 8.
Legal Proceedings
 33
 
 
 
Item 9.
Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters
 34
 
 
 
Item 10.
Recent Sales of Unregistered Securities
 34
 
 
 
Item 11.
Description of Registrant's Securities to be Registered
 35
 
 
 
Item 12.
Indemnification of Directors and Officers
 36
 
 
 
Item 13.
Financial Statements and Supplementary Data
 36
 
 
 
Item 14.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 36
 
 
 
Item 15.
Exhibits, Financial Statement Schedules
 36
 



 
 

 
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Earth Science Tech, Inc.
INFORMATION REQUIRED IN REGISTRATION STATEMENT

 
Item 1. Business.
 
Cannabis and Hemp Research and Development

 
Our business includes research and development of cannabis and industrial hemp, and the sale of products containing CBD derived from industrial hemp. Cannabis, marijuana, canabinoids and CBD are illegal under federal law, and are listed as "Schedule 1" drugs under the Controlled Substances Act (21 U.S.C. § 811). As Schedule 1 drugs, cannabis, marijuana, cannabinoids and CBD are viewed as being highly addictive and having no medical value. The United States Drug Enforcement Agency enforces the Controlled Substances Act, and persons violating it are subject to federal criminal prosecution. The criminal penalty structure in the Controlled Substances Act is determined based on the specific predicate violations, including but not limited to: simple possession, drug trafficking, attempt and conspiracy, distribution to minors, trafficking in drug paraphernalia, money laundering, racketeering, environmental damage from illegal manufacturing, continuing criminal enterprise, and smuggling. A first conviction under the Controlled Substances Act can generally result in possible fines from $250,000 to $50 million dollars, and incarceration for periods generally from five and up to forty years. For a second conviction, fines increase generally from $500,000 to $75 million dollars, and incarceration for periods generally from ten years to twenty years to life.
 
The United States Food & Drug Administration ("FDA") is generally responsible for protecting the public health by ensuring the safety, efficacy, and security of (1) prescription and over the counter drugs; (2) biologics including vaccines, blood & blood products, and cellular and gene therapies; (3) foodstuffs including dietary supplements, bottled water, and baby formula; and, (4) medical devices including heart pacemakers, surgical implants, prosthetics, and dental devices.
 
In its regulation of drugs, the FDA approval process begins with the filing of an investigational new drug (IND) application, followed by clinical studies and clinical trials that the FDA uses to determine whether a drug is safe and effective, and therefore subject to approval for human use by the FDA. Aside from the FDA's mandate to regulate drugs, the FDA also regulates dietary supplement products and dietary ingredients under the Dietary Supplement Health and Education Act of 1994 (the "DSHEA"). The DSHEA prohibits manufacturers and distributors of dietary supplements and dietary ingredients from marketing products that are adulterated or misbranded. Thus manufacturers and distributors (including the Company) are responsible for evaluating the safety and labeling of their products before marketing them, in order to ensure that they meet all the requirements of the law and FDA regulations, including, but not limited to the following labeling requirements: (1) identifying the supplement; (2) nutrition labeling; (3) ingredient labeling; (4) claims; and, (5) daily use information.
 
The FDA has not approved cannabis, marijuana or CBD as a safe and effective drug for any indication. As of the date of this filing, we have not filed an IND with the FDA concerning any of our products that contain full spectrum cannabinoids and CBD derived from industrial hemp. Further, our products containing CBD derived from industrial hemp are not and have not been marketed or sold using claims that their use is safe and effective treatment for any medical condition subject to the FDA's jurisdiction.  However,
 
The FDA has concluded that products containing cannabinoids and CBD are excluded from the dietary supplement definition under sections 201(ff)(3)(B)(i) and (ii) of the U.S. Food, Drug & Cosmetic Act, respectively. The FDA's position is that products containing CBD are Schedule 1 drugs under the Controlled Substances Act, and as such are illegal. Our products containing CBD derived from industrial hemp are not marketed or sold as dietary supplements. However, at some indeterminate future time, the FDA may choose to change its position concerning cannabis and marijuana, and specifically products containing full spectrum cannabinoids and CBD, and in so doing, may choose to enact regulations that are applicable to such products. In this event, our industrial hemp based products containing full spectrum cannabinoids  and CBD may be subject to regulation (See Risk Factors, Item IA).

Notwithstanding the fact that the Company has not sought FDA approval for its CBD products, the Company did begin as a research company conducting studies on the benefits of full spectrum cannabinoids and CBD through Central Oklahoma University DV Biologics and key health organizations. That research has shown that the use of full spectrum cannabinoids and CBD has many physiological responses including affects on anxiety and stress responses, parasympathetic responses, cellular efficiency, managing oxidative stress, respiratory function, pain and inflammation, restorative sleep and relaxation and focus and cognition. Currently our research is focused on the use of full spectrum cannabinoids and CBD in conjunction with certain generic drugs used in the treatment of breast cancer and anxiety.  Our preliminary research has shown that there are synergistic effects when full spectrum cannabinoids and CBD is used with certain of these drugs.  The Company's objective is to identify specific isolates found in full spectrum cannabinoids and the CBD isolate that work on the same pathways that these drugs do and in doing so the Company will then be able to formulate new composite drugs that contain CBD or full spectrum cannabinoids that will allow for lower effective doses of the generic drugs themselves thus diminishing or even eliminating some of the side effects that are often experienced by consumers using the traditionally higher doses of the generic drugs alone. Despite the FDA's classification of full spectrum cannabinoids and CBD as a Schedule 1 drug, the issue of patentability is a separate issue and we do intend to seek patent protection on certain formulations of generic drugs with full spectrum cannabinoids and CBD isolates. It is possible that we could receive patents on these formulations and still not obtain FDA approval for them. However we are optimistic that the regulatory environment appears to be changing and is becoming more open to the possibilities that full spectrum cannabinoids and CBD isolates may present in the field of medicine.
 
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Our business intends to continue in the research and development of (1) varieties of various species of cannabis, including hemp; (2) the pharmacological benefits of cannabis species, including hemp; (3) cannabinoids within the cannabis species and the possible health benefits thereof;  (4) new and improved methods of hemp cannabinoid extraction omitting or eliminating the delta-9 tetrahydrocannabinol "THC" molecule; and (5) the use of CBD's and isolates in connection with certain generic drugs, initially breast cancer and anxiety drugs
Our business plan intends on only engaging within states and/or countries that have lawfully allowed and permitted the legal use of medical and/or recreational cannabis and/or hemp and its molecular compounds and resulting products.
 
In conjunction with the Company's overall research and development in the cannabis field and industry, in general, the Company may or may not become directly or indirectly involved in any actual delta-9 tetrahydrocannabinol ("THC") research. This will depend upon future legalities and proper approvals. As of the date of this filing, the Company is not engaged in any direct or indirect delta-9 tetrahydrocannabinol ("THC") research, and has no immediate plans to initiate or participate in any such research. It is anticipated that should the Company engage within the THC aspect of the industry, in the near future, it will solely be in research. In any event, the Company will only be engaged with licensed, lawful and compliant operator(s) within a legalized state and pursuant to the Cole Memorandum (issued by James Cole, Deputy Attorney General, Department of Justice, August 29, 2013). The August 29, 2013 Cole Memorandum states in part:
 
In October 2009 and June 2011, the Department issued guidance to federal prosecutors concerning marijuana enforcement under the Controlled Substances Act (CSA). The guidance set forth herein applies to all federal enforcement activity, including civil enforcement and criminal investigations and prosecutions, concerning marijuana in all states….
As explained above, however, both the existence of a strong and effective state regulatory system, and an operation's compliance with such a system, may allay the threat that an operation's size poses to federal enforcement interests. Accordingly, in exercising prosecutorial discretion, prosecutors should not consider the size or commercial nature of a marijuana operation alone as a proxy for assessing whether marijuana trafficking implicates the Department's enforcement priorities listed above. Rather, prosecutors should continue to review marijuana cases on a case-by-case basis and weigh all available information and evidence, including, but not limited to, whether the operation is demonstrably in compliance with a strong and effective state regulatory system. A marijuana operation's large scale or for-profit nature may be a relevant consideration for assessing the extent to which it undermines a particular federal enforcement priority. The primary question in all cases - and in all jurisdictions, should be whether the conduct at issue implicates one or more of the enforcement priorities listed above.
The Company currently relies on our supplier, Natural Vitamins Laboratories, LLC, to help ensure legal compliance within the cannabis field, and to verify the legal compliance, authenticity and veracity of any third-party the Company may engage with to do business with within the cannabis industry as a whole.
 
In addition to the Cole Memorandum, the Company's research and development activities intend to comply with the parameters of a recent 9 th Cir. Federal Appellate Court decision,  United States v. McIntosh , 2016 DJDAR 8484 (Aug. 16, 2016), which held: "the U.S. Department of Justice cannot spend money to prosecute federal marijuana cases if the defendants comply with state guidelines that permit the drug's sale for medical purposes". This ruling is consistent with Congress's passing of its current budget rule, and The Omnibus Appropriations Act, also known as the "Rohrabacher–Farr Amendment," which prohibits the DOJ from using federal funds to interfere in the implementation of state marijuana regulations. The Court reasoned that "if the DOJ punishes individuals for engaging in activities permitted under state law (such as the use, cultivation, distribution and possession of medical marijuana), then the DOJ is preventing state law from being implemented as a practical matter." "By officially permitting certain conduct, state law provides for non-prosecution of individuals who engage in such conduct. If the federal government prosecutes such individuals, it has prevented the state from giving practical effect to its law providing for non-prosecution of individuals who engage in the permitted conduct."
With the passage of the 2014 Farm Bill, Congress differentiated industrial hemp from marijuana plants. Section 7606 of the 2014 Farm Bill authorized the growth, cultivation and marketing of industrial hemp under agricultural pilot programs in states that have legalized such activities. States with permitting agricultural programs may authorize, upon the granting of an applicant's application, the issuance of a State license to lawfully participate under the 2014 Farm Bill's hemp program.
On August 11, 2016, a Statement of Principles on Industrial Hemp (the "Statement") was issued by the Office of Secretary of the U.S. Department of Agriculture ("USDA"), the Drug Enforcement Administration ("DEA") of the U.S. Department of Justice ("DOJ") and the Food and Drug Administration ("FDA") of the Department of Health and Human Service ("HHS"). On this date, Jonathan Miller, Esquire, of the firm Frost Brown Tod, Lexington, KY., and co-signed by Joseph Sandler, Esquire, of the firm Sandler Reiff Lamb Rosenstein & Birkenstock, Washington, DC., provided to the Members of the Kentucky Hemp Industry Counsel, a legal Opinion on the U.S. Federal Agency Statement of Principles. This legal opinion including the following statement:
 
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As we outlined comprehensively in our Opinion on the Legal Status of Industrial Hemp, dated December 21, 2015 and attached as Appendix B ("our December Opinion"), the Agricultural Act of 2014, P.L. No. 113-79 (the "2014 Farm Bill") and the Consolidated Appropriations Act for FY 2016 (the "Omnibus Law") constitute a sweeping legal revolution for the industrial hemp crop. Taken together, the two laws ensure that individuals and firms that are engaged in authorized agricultural pilot programs should be permitted to grow, cultivate, transport, process, sell and/or use industrial hemp under the guidelines and regulations of state law, without interference from agencies using federally-authorized funds.
The Omnibus Appropriations Act of 2016, P.L. 114-113, 129 Stat. 2242, was enacted into law on December 18, 2015. One of the provisions of that act prohibits use of federal funds to "prohibit the transportation, processing, sale, or use of Industrial Hemp that is grown or cultivated [under the Agricultural Act of 2014]." P.L. 114-113, § 763, 129 Stat. 2285. Federal case law supports this interpretation and would allow the dissemination of hemp across state lines or support the notion that the Federal agencies are not permitted to use federal funds to impede such transportation. 
 
The Company's position is that the industrial hemp plant, with a THC concentration of three-tenths of a percent or less by dry weight, has no potential for abuse, as it does not cause any psychoactive effect, as has been established by numerous studies, and its growth has been sanctioned by the foregoing laws and policies. Nonetheless, Company intends on engaging in the use of industrial hemp and CBD derived from industrial hemp and extract only in compliance with permitting state's and their Department of Agriculture Programs and with the final approval of its legal counsel. Final products have been and will continue to be sold and certified as THC free.
Company Products
Earth Science Tech, Inc.
The Company, Earth Science Tech, Inc., sells a variety of full spectrum cannabinoid products made from high quality full spectrum industrial hemp oil and pure CBD, including flavored and unflavored oils (including for pets), vegetarian capsules, powder, and edibles such as peanut butter cups with CBD and organic raw chocolate with vanilla organic roasted almonds with CBD. The following are


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KannaBidioiD, Inc.
The Company's wholly owned subsidiary KannaBidioiD, Inc., sells a number of flavored oils that contain a blend of CBD derived from industrial hemp and kanna ("KBD").  KBD is a fusion between the KannaBidioiD's patented blend of Kanna (Sceletium Tortuosum) and industrial Hemp. KBD was created for the body and mind and consists of vegetable glycerin, our patented herbal blend featuring kanna (Sceletium Tortuosum), and industrial hemp. Kanna is a small groundcover plant native to Southern Africa. For hundreds of years the Hottentots of Southern Africa used kanna as a mood enhancer, relaxant and empathogen. It is also known as kauwgoed, kougoed and canna.  Historically Kanna was chewed, smoked or used as snuff producing euphoria and alertness which gently fade into relaxation. If chewed in sufficient quantity kanna has a mild anaesthetic effect in the mouth, much like kava, and is used by the San tribes prior to tooth extractions, or in minute doses, for children with colic. A tea made from kanna has been used to wean alcoholics off alcohol. Containing approximately one to two percent total alkaloids, with a combined 0.89 percent of the plant's mesembrine in the leaves, flowers and stems, indole alkaloids found in kanna are safe to consume and exhibit significant physiological effects on the peripheral and central nervous system. In fact, an amino acid called tryptophan is actually the biochemical precursor required to make indole alkaloids. In addition, indole alkaloids share structural similarities with the neurotransmitter serotonin, which is why kanna interacts advantageously with serotonin receptors in the brain.  Kanna is used to re-balance the brain and nervous system and thereby relieve symptoms of depression. Combined with our full spectrum industrial hemp and other well-known herbs, this formulation is effective and safe.     
  Cannabis Therapeutics, Inc.
The Company's wholly owned subsidiary, Cannabis Therapeutics, Inc., is an emerging biotechnology company that intends to take a leadership role in the development of new, leading edge cannabinoid-based pharmaceutical and nutraceutical products. Based on its research and development, Cannabis Therapeutics intends to seek patents on certain products involving CBD isolates from industrial hemp used in conjunction with certain generic medications and nutraceuticals.  Cannabidiol (CBD) is a cannabinoid, one of the many medically active, but non-psychoactive, compounds found in the Cannabis sativa plant.  CBD has been shown to improve the well being of people with issues including brain function, diabetes, inflammation and immune cell functions. There is solid medical evidence that CBD can improve the efficiency of existing cancer chemotherapies and that it acts on cancer itself. Cannabis Therapeutics is invested in research and development to explore and harness the medicinal power of cannabidiol. The initial projects are focused on developing treatments for breast and ovarian cancers, part of a commitment by the company to work to improve the health of women around the world.
 
 
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Currently Cannabis Therapeutics's research and development efforts are being conducted on two fronts:

r
Developing CBD-based drugs and nutraceutical products. On its own, cannabidiol is a powerful medication that works effectively on the human body.
r
The company is also working to integrate the CBD molecule with existing generic drug molecules. CBD can make drugs more efficient – with less active molecule – producing fewer and less severe side effects for patients.

In both cases, Cannabis Therapeutics, Inc. is committed to developing new CBD-based drugs and nutraceuticals that provide treatment options for patients and doctors.

Earth Science Pharmaceuticals, Inc.

The Company's wholly owned subsidiary, Earth Science Pharmaceuticals, Inc., is an emerging medical research company that is dedicated to developing leading-edge medical devices and vaccines that will improve the health and particularly for women around the world. The issue of women's health and access to health is a global problem that has enormous social and economic ramifications for developing and developed countries. Management believes that the key to supporting and improving the health of women is to create new medical devices that give women more control over their health, and vaccines and other prophylactic treatments to help women avoid diseases.

Starting with its first medical device, MSN-2, a home kit designed for the detection of STDs like chlamydia, from a self-obtained gynecological specimen. Earth Science Pharmaceutical, Inc. is working to develop and bring to market, medical devices and vaccines that meet the specific needs of women.

Sexually Transmitted Diseases ("STD") are spreading globally with no apparent geographical limits. Chlamydia is one of the most common sexually transmitted diseases. It is caused by the bacterium Chlamydia trachomatis, often with mild to no appreciable symptoms. This is a significant issue. Although the infection is easily treatable, if the infection is not treated and left to spread through the body unchecked, life-threatening and irreversible damage to the person with the disease can occur. Chlamydia can also be transmitted by infected mothers to their babies during birth, and Chlamydia-infected people are five times more likely to become infected with HIV, if exposed.  The ease with which other infections promote themselves in Chlamydia-infected individuals is due to weakened immune systems caused by the first infection. Today, Chlamydia is known as the "silent" bacteria since 75% of infected individuals have no symptoms in the early stages. To help contain the spread of this infection, an annual screening for Chlamydia is recommended for all sexually active and pregnant women. One of the greatest advantages of our technology is that it allows the patient to auto-sample at home or work, without having to go to the clinic go in person.

According to the World Health Organization more than 90 million new cases (male/female) occurring each year worldwide. In the United States alone: 4 million new cases occur each year and only 1/3 of 22 million American woman that should be tested yearly are actually tested. Public Health Agency of Canada, more than 40,000 young women are diagnosed with chlamydia each year in Canada alone, and they represent only a fraction of the number of young women with the infection. In a majority of cases, in both women and men, chlamydia is an asymptomatic (symptomless) infection. According to the Center for Disease Control in the United States, an untreated chlamydia infection may lead to pelvic inflammatory disease (PID), ectopic pregnancy,  chronic pelvic pain, and infertility. Chlamydia infections contribute to increased risk for HIV infections due to inflammation and the fact that immune cells leave their normal places in the body and migrate to the site of the chlamydia infection.
If untreated, about 10-15% of women with chlamydia will develop Pelvic Inflammatory Disease ("PID"). Chlamydia can also cause an infection in the fallopian tubes which may not present any symptoms. PID and "silent" infections of the upper genital tract can cause permanent damage to the fallopian tubes, uterus, and surrounding tissues, thus leading to infertility.  In addition, Chlamydia infections contribute to increased risk for HIV infections due to inflammation and the drafting of immune cells to the site of the chlamydia infection. Additionally, women who are affected by chlamydia during pregnancy tend to have greater risks of infection of the amniotic sac and fluid, premature birth, and preterm membrane rupture ("PPROM"). Infection can easily be passed to the fetus during birth. Neonatal conjunctivitis is a common infection caused by chlamydia that affects the baby's eyes. This conjunctivitis can severely damage a newborn's eyes and causes scarring and even permanent blindness. It is important that women know their sexual health status and that they receive treatment, as chlamydia not only is harmful to them but to their babies.  Due to its asymptomatic nature, women infected by chlamydia are less likely to be aware of the infection, and are therefore highly vulnerable to the more extreme health consequences of the infection. Women in the 15-19 and 20-24 age groups are more than twice as likely to be diagnosed with the infection as similarly aged men. Because reported rates are based only on diagnosed cases, testing is key to monitoring infection rates. Getting tested on a regular basis is very important.
 
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When someone is diagnosed with chlamydia, their doctor will generally prescribe oral antibiotics . Either one single dose of azithromycin or a regimen of  doxycycline twice daily for 7 to 14 days are typically enough to cure the infection. The doses are the same for those with or without HIV. With rapid treatment, infections generally clear up in a week. Although medication will eradicate the infection, it will unfortunately not repair any permanent damage done by the disease, such as infertility or child blindness. Regular screening for those at risk is highly recommended. The company's home screening kit is safe, easy, affordable, reliable and anonymous.
The company's technology relies on the use of a modified panty liner (MSN-2) to collect a sample of human cells which are then analyzed in laboratory using a proven and established process. Modified panty liners are commonly used by a large proportion of women and have less stringent transport criteria than urine or vaginal swabs. They can therefore be a particularly attractive alternative for the general public, and for screening programs in non-clinical settings. This technology allows us to provide diagnostic services to high-risk women and girls who are not inclined to visit traditional medical settings. The kit can be ordered on-line for home screening.  Chlamydia is usually detected by PCR testing of either first-catch urine or a sample taken by urogenital swab. The sensitivity of this test may be less than optimal if the infection is situated in the uterine cervix. Conversely, some infected women may harbor Chlamydia only in their urethra, which can increase the chance of misdetection from specimens taken endocervically or by vaginal swab. With these issues presenting themselves testing on a single specimen frequently fails to identify some infected women.  The MSN-2 modified panty liner, is worn by a woman for only four (4) hours, which allows the pad to collect enough specimen cells for laboratory analysis, without the worry of misdetection.  The company intends to further develop the MSN-2 technology, to screen for other prominent STDs such as Gonorrhea and Thichomoniasis, all from a single collected sample.
In August 2016 we acquired BOE ITS, Inc., a Canadian company which provided us with the MSN-2 developed by Dr. Michel Aube. In addition to the device, we also acquired the services of Dr. Aube as Chief Executive Officer and Chief Science Officer. The acquisition was made in consideration of 225,000 shares of our common stock, cash of US$9,225.00 payable in 60 days and a five year employment agreement for Dr. Aube at a base salary of US$75,000.  Dr. Aube is responsible for the Company's research and development and is an expert in the field of breast cancer. His efforts have been focused on R&D using CBD and full spectrum cannabinoids in the prevention and treatment of diseases both alone and used in conjunction with generic drugs and nutracueticals.
Currently the Company is not manufacturing or selling its MSN-2 product. It does intend to seek additional funding to commercialize this product in the future. The Company has secured distribution channels in Viet Nam and Morocco and these are both jurisdictions that allow for self diagnosis. Currently in the United States, only the state of New Mexico allows for self diagnosis and as such, the primary markets for this medical device will be in countries outside of the United States where self diagnosis is legally permissible until such time as additional states may allow for it.
Nutrition Empire, Inc.
The Company formed the wholly owned subsidiary, Nutrition Empire, Inc., in 2014 as a "brick and mortar" store selling sports nutrition products and its line of CBD and full spectrum cannabinoid products.  Due to the high cost of operations and relatively little revenue produced by this business segment it was closed in 2016.  Although, it had entered into a 5 year lease agreement, that agreement was terminated by mutual agreement and the company received its damage deposit back.  The primary issue behind the lack of success of this business segment was the lack of other retail operations in the location, virtually all of the other retail establishments that were either there when the lease started or were supposed to be there ended up leaving or not renting from the landlord and as such, it was the only store in the strip mall which then had virtually no retail traffic.
History
 
We were incorporated in the State of Nevada on April 23, 2010 under the name Ultimate Novelty Sports, Inc.. The corporation was originally a startup company organized to provide services to the athletic facility industry.  We offered a full range of consulting services, including start-up strategy, development, membership pricing and management operational analysis, marketing and public relations and staff training. Our customers included health clubs, independent fitness centers, athletic club, corporate fitness centers and start up gyms. We also provided ongoing consultation services and seminars and specialized packages of services for our clients. 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. and our trading symbol was changed from UNOV to ETST. On June 6, 2014 we filed a Certificate of Designation for the authorization of 10,000,000 shares of a Class A Preferred Stock it was then amended on July 3, 2017 to reduce the amount of authorized Class A Preferred stock to 5,200,000 shares. (the rights and preferences were amended as well at that time. Shortly thereafter we began to focus on the cannabis market with a joint venture that began with a vaping company, I Vape Vapor, Inc., a Minnesota corporation. This led management to explore CBD and full spectrum cannabanoids as supplements and later into medical research and development where the Company's current focus of operations continues. On March 24, 2014 the Company entered into an agreement with Majorca Group, Ltd, a Marshall Islands corporation which provided them with 25 million shares of the Company's Common Stock and later with 5,200,000 shares of its Class A Preferred Stock. It is with this change of control that the Company's business focus changed from sports facility management advisory services to vaping and e-cigarettes, hemp based nutraceuticles, biotechnology and research and development for medical treatment and prevention of certain diseases using CBD and full spectrum cannabinoids as well as medical devices for self diagnosis of certain sexually transmitted diseases.
 
 
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We are currently a publicly listed company whose common stock is quoted on the OTC Markets (PINK) Exchange under the symbol "ETST."
 
The Company has never been the subject of any bankruptcy, receivership or similar proceeding.
 
Principal Products and Markets.
 
The Company currently offers its products directly from the parent company, Earth Science Tech, Inc. and through its wholly owned subsidiary, KannaBidioiD, Inc. to customers over the internet and in over 200 retail shops throughout the United States. In addition our research and development is focused on the use of CBD and full spectrum cannabinoids used in conjunction with certain generic drugs.   These products are non-psychoactive. Company's product manufacturers only uses certified THC free, CBD isolate and full spectrum oils.
 
Key Suppliers, Manufacturing and Distribution Methods of Our Products
 
The Company's product manufacturing is conducted by Natural Vitamins Laboratories Corp. ("NVL"), Elixinol, Ltd. ("Elixinol") and Karmavore Superfoods, Inc. ("Karmavore") with the exception of our line of kanna-CBD blended liquids which was purchased under a joint venture agreement with the Varsity Group, LLC. Our full spectrum oils are produced by NVL. Our powders and gelcaps were produced by Elixinol. The Company is planning to have NVL produce our powders and gelcaps in the future once our inventory of them is depleted. Our KannaBidioiD line of kanna-CBD liquids were originally produced under a joint venture with the Varsity Group, LLC. That agreement had use buying inventory on a 50-50 basis with the Varsity Group, LLC.  However the joint venture agreement was terminated by mutual agreement and we purchased Varsity's portion of the remaining inventory.  The manufacturer of our kanna-CBD line of liquids has a patent on these products and we have been selling them under a non-exclusive agreement.  When additional kanna-CBD inventory is needed, we plan to develop a similar formulation with NVL since the basic idea of blending kanna and CBD is not in itself protectable by patent.  Similarly when we need to order additional powders and gelcaps, we intend to engage NVL to private label these products for us as well. Our chocolates, the peanut butter cups and chocolate with almonds are made with pure CBD that we provide them in Canada under an exclusive agreement with us. We provide the CBD and they mix and blend it with the chocolates and ship it to us. We then package it in a couple different sizes for sale. Over time we intend to move more of our product sourcing to NVL, of Florida; in part because of their close proximity to our facilities but also because NVL implements and follows good manufacturing practices (GMP) and processes that ensure the quality of our manufactured products. They are GMP certified and certified by Underwriters Laboratories (UL).
 
Customers can order our products directly through the Earth Science Tech website at (https://www.earthsciencetech.com) or at any of the retail stores listed on the "store locator" on our web site.  The Company's sales made to retailers are done through our independent sales representatives and their sub representatives.  Currently the Company has seven or eight independent sales representatives each of whom has sub representatives that are responsible for maintaining a relationship with the retail establishments they service.  The representatives are responsible for providing educational literature covering the Company's products and inventory that is ordered. The Company's products are now sold in over 200 retail stores such as vitamin shops, chiropractors, natural food stores and vaping/smoke shops.
 
Competitive Business Conditions
 
Our competitors in the full spectrum hemp liquid, powder, gelcaps and CBD edibles spaces, are numerous and include licensed professional growers and sellers of products and services dedicated to the hemp and compliance regulated cannabis industry, including the cultivation, processing, or retail sale of hemp and cannabis products. We compete in markets where cannabis has been legalized and regulated, which includes various states within the United States, it's territories as well as within Native Sovereign Nations/Reservations located within the United States of America and Canada. We expect that the quantity and composition of our competitive environment will continue to evolve as the industry matures. Additionally, increased competition is possible to the extent that new states and geographies enter the marketplace as a result of continued enactment of regulatory and legislative changes that de-criminalize and regulate cannabis products. We believe that by diligently establishing and expanding our brands, product offerings and services in new and existing locations, we will become well established in this growing industry. Additionally, we expect that establishing our product offerings in new and existing locations are factors that mitigate the risk associated with operating in a developing competitive environment. Additionally, the contemporaneous growth of the industry as a whole will result in new customers entering the marketplace, thereby further mitigating the impact of competition on our operations and results.
 
 
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Dependence on One or a Few Major Customers
 
Currently the Company is not dependent on any specific customers for a majority of its business, and expects to generate revenues through its own sales of its existing products with a view to commercializing its MSN-2 product and continuing research and development on the CBD isolate and full spectrum cannabinoids for use with existing generic drugs, with the ultimate objective of receiving patent protection on and FDA approval of certain drugs used with CBD, with a particular focus on treating breast cancer and anxiety.  Currently our products are sold in over 200 retail stores throughout the United States and directly over the internet.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts
 
Although we believe our Earth Science Therapeutics, Inc. products will be exempt from being regulated as Schedule 1 drugs under the CSA, the U.S. Patent and Trademark Office may disagree and disallow us protection for them. Currently the Company has the pending patent that it acquired from Dr. Wei R. Chen as part of its research at the University of Oklahoma entitled "Cannabidols Composition and Uses Thereof" under application number 62061577. No assurances can be made that the United States Patent and Trademark Office will grant the patent we are seeking or that if granted it will be sufficiently broad for us, or that if granted, that we will be successful in commercializing it.

  Government Regulation of Cannabis and the Effect of Existing or Probable Governmental Regulations on the Company's Business:
The Company is not directly cultivating, harvesting, selling or extracting cannabis. The Company intends to conduct its research and development business around those who are in fact cultivating, harvesting or extracting cannabis. The Company is not at this time a cannabis license holder and is not placing itself within the confines and legal duties and responsibilities of a licensed cannabis cultivator, delivery, or retail outlet. As the Company is not a cannabis license holder, nor presently applying for one, those related governmental regulations would not apply. However, banking regulations may apply to the Company as it does business with cannabis related entities. The Company is presently working with a U.K Merchant provider to process its credit card and checking payments and TD Bank for deposits and wires.
Presently, there is significant movement within the United States Congress and Senate to remove and distinguish industrial hemp from its cousin species which contains in excess of 0.3% THC. There are several bills before Congress now, including the 2018 Farm Bill, which if passed would remove and distinguish hemp with a THC percentage at or below three-tenths of a percent from the CSA. Presently, cannabis as a species of plant resides as part of the Controlled Substance Act, "CSA". See , 21 U.S.C. Sec. 812(c), and 21 C.F.R. Sec. 1308.11(23) and (31). However, when the CSA was written the multitude of varieties of cannabis were not known or not taken into account, and neither was the host of molecules contained within various varieties such as hemp and the benefits therefrom once extracted from the plant free of the psychotropic molecule (THC).
 
Hemp based CBD is derived from Industrial Hemp, and is protected pursuant to the Congressionally passed 2014 Farm Act. CBD is not specifically set forth within the CSA. There is a long standing legal argument that what Congress has not specifically set forth would be a legal omission from the United States Code (USC) and therefore not part of the Schedule 1 Substance list at all. With the passage of the 2014 Farm Bill, Congress differentiated industrial hemp from marijuana plants. Section 7606 of the 2014 Farm Bill authorized the growth, cultivation and marketing of industrial hemp under agricultural pilot programs in states that have legalized such activities. States with permitted agricultural programs may authorize, upon the granting of an applicant's application, the issuance of a State license to lawfully participate under the 2014 Farm Bill's hemp program. Such licenses and registrations have been granted to companies such as Whole Hemp Company d/b/a Folium Bio-Science, with extraction operations in the state of Colorado and with whom Company is negotiating legal business with. Such licensed and regulated hemp oil extractors and farmers are the only suppliers of such oils that the Company purchases and renders its finished products made from. The Company plans to contract with a third-party Colorado distributor for Company's hemp product's and their sale and distribution. As of the date of this filing, no such contract has yet been entered into.
 
The 2014 Farm Bill, passed by Congress, further discussed stopping the use of federal funds to impede hemp activities. Congress made a distinction or an exemption between the classifications of "cannabis as 'marijuana'" and "industrial hemp" as defined.
 
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On August 11, 2016, a Statement of Principles on Industrial Hemp (the "Statement") was issued by the Office of Secretary of the U.S. Department of Agriculture ("USDA"), the Drug Enforcement Administration ("DEA") of the U.S. Department of Justice ("DOJ") and the Food and Drug Administration ("FDA") of the Department of Health and Human Service ("HHS"). On this date, Jonathan Miller, Esquire, Frost, Brown Tod, Lexington, KY., and Co-signed by Joseph Sandler, Esquire, Sandler Reiff Lamb Rosenstein & Berkenstock, Washington, DC., provided to the Members of the Kentucky Hemp Industry Counsel, a legal Opinion on the U.S. Federal Agency Statement of Principles. This legal opinion provided:
 
As we outlined comprehensively in our Opinion on the Legal Status of Industrial Hemp, dated December 21, 2015 and attached as Appendix B ("our December Opinion"), the Agricultural Act of 2014, P.L. No. 113-79 (the "2014 Farm Bill") and the Consolidated Appropriations Act for FY 2016 (the "Omnibus Law") constitute a sweeping legal revolution for the industrial hemp crop. Taken together, the two laws ensure that individuals and firms that are engaged in authorized agricultural pilot programs should be permitted to grow, cultivate, transport, process, sell and/or use industrial hemp under the guidelines and regulations of state law, without interference from agencies using federally-authorized funds.
 
The issuance of the Statement of Principles by the three federal agencies most involved in these issues – the USDA, the DEA and FDA – brings that valued sense of certainty to individuals and firms involved in the industrial hemp business. Further, clarity provided by the Statement brings several items of good news to hemp farmers and firms:
 
 
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While initially, the DEA rejected a clear understanding of the 2014 Farm Bill that institutions of higher education and state departments of agriculture could contract out hemp pilot projects to private farmers and business – requiring us to go to federal court to clarify – the Statement clearly acknowledges that private "persons licensed, registered, or otherwise authorized" by state agriculture departments and "persons employed by or under a production contract or lease" with colleges and universities may participate in pilot programs.
 
 
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Moreover, in the most welcome portion of the Statement, authorized pilot program participants "may be able to participate in USDA research or other programs to the extent otherwise eligible for participation in those programs." We believe that this broad language for the first time opens up duly registered pilot projects to be eligible for loans, grants, certification programs, and the wide variety of other opportunities made available to farmers and agri-businesses at USDA and its sub-agencies.
 
 
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These federal agencies also for the first time acknowledge that, as part of marketing research programs, "industrial hemp products can be sold" in or among states with pilot programs. This recognition, which reflects clear authorization by the 2014 Farm Bill and the Omnibus Law, will not only give hemp farmers and businesses confidence that they can sell their products; but perhaps more importantly, provides much needed assurance to financial institutions that such commerce is legal, and that they can facilitate financial transactions in the industry.
 
 
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The Statement makes clear that the FDA will continue to oversee "marketing claims" and the "process for drug applications," while the Controlled Substances Act will still apply to "the manufacture, distribution, and dispensing of drug products." Accordingly, the advice we shared in our December Opinion is confirmed: Firms engaged in producing hemp products for human consumption should not market their products as a "drug" nor make any medicinal claims without prior FDA approval. However, there are no blanket prohibitions on any other kind of sale of hemp-based consumable products such as cannabidiol ("CBD"), nor even any mention of CBD in the Statement.
 
CBD is mentioned in a separate DEA letter also released on August 11, 2016 rejecting petitions recently filed regarding the rescheduling of marijuana. That letter, which imprecisely describes CBD as "a constituent part of marijuana" focused exclusively on FDA-authorized clinical trials of CBD, and CBD's potential for medical use, again is legally distinguishable from its sale without medicinal claims. (Emphasis added).

The Company is presently formulating product(s) that are free of THC. The hemp substance found within its products is THC free, either full spectrum cannabanoids, meaning the whole plant other than THC or CBD isolate; meaning only the CBD molecule is extracted from the plant.
 
 
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Our Research and Development Activities Over the Last Two Fiscal Years
 
Over our last two fiscal years, our research and development activity has focused on the formulation of CBD and generic drugs, particularly those used in the treatment of breast cancer and those used for the treatment of anxiety: To date, and over the last two fiscal years through March 31, 2018, our research and development costs were  $170,949.94, all in connection to research and development activity conducted with the University of Oklahoma.  In this research we were able to reproduce the research of other scientists which suggested that there were certain pathways along which breast cancer cells grow and reproduce and that the presence of cannabinoids significantly reduced those cancerous cells.  Our next step is to use cannabinoids and certain isolates contained therein in combination with existing generic drugs used in the treatment of breast cancer which we believe will be synergistic, in some cases working along the same pathways and in others working along other pathways.  concerning combinations of these drugs with CBD. We expect to conduct additional research and development as the Company seeks to develop a line of products for use in the treatment of breast cancer and anxiety.
 
Costs and effects of Compliance with Environmental Laws
 
As of the date of this filing, the Company is developing is exploring the possibility of entering into certain joint ventures with two nutracuetical companies that have patented nutracueticals that we believe will work well or even better when blended or used in conjunction with cannabinoids.  These are nutracuetical products that we are aware already work well on their own.  Our objective is to find ways using CBD or full spectrum cannabinoids that they may be made to work even better.  Since beginning our research, we have conducted it at different third party laboratories such as the labs located at Quebec University in Montreal Canada and the University of Oklahoma and as such we have not been directly responsible for any of the laboratory compliance issues.  However, we are in the process of seeking licensure to allow us to build our own laboratory and with that will come the obligation and responsibility to deal with the disposal of certain drugs and chemicals with which we will be working.  By operating our own laboratory we expect that we will be able to receive and work with a variety of drugs including Schedule 1 drugs. Our research is intended to be flexible to the maximum extent possible and we will be seeking to produce treatments using CBD and cannabinoids for diseases such as breast cancer, anxiety as well as those caused by oxidative stress such as Alzheimer's, Parkinson's, Crohn's and irritable bowel syndrome.  We believe that we will be able to identify treatment options that will be prescription based as well as over the counter solutions such as nutracueticals that may be aimed at prevention as well as treatment.  As of the date of this filing, the estimated costs of compliance are unknown.
 
All administrative activities of the Company, packaging and shipping of product have been conducted by corporate officers and the Company's employees from the Company's office located at 8000 NW 31sth Street, Unit 19, Doral, FL 33122, USA. Research and Development has been conducted by our CEO and Chief Science Officer, Dr. Michel in Montreal, Canada at the University of Quebec, Oklahoma University and at other third party laboratories.
Employees
 
As of December 31, 2017 and March 31, 2018, the Company had/has seven (7) employees.
 
Item 1A. Risk Factors.
 
Our business involves a number of very significant risks, including but not limited to various areas of the cannabis industry being illegal under Federal Law and susceptible to aggressive prosecution from the U.S. Attorney General. Our business, operating results and financial condition could be seriously harmed as a result of the occurrence of any of the following risks. You should invest in our common stock only if you can afford to lose your entire investment. Your decision to invest in our common stock should only be made after you have knowingly accepted the possibilities of such a loss and the associated risks, including our business being so close to the Federally illegal cannabis industry, including various states where hemp and marijuana are still not legal for commercial purposes and sale.
 
 
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Risks Related to Our Business
 
Because we have a limited history of operations, and our other ventures are in the development stage or not of yet capitalized, we anticipate our operating expenses will increase prior to earning revenue, and we may never achieve profitability:
 
The Company launched its first product hemp products in 2015. As we continue to conduct research and development of other CBD and cannabinoid products, we anticipate increases in our operating expenses, without realizing significant revenues from operations. Within the next 12 months, these increases in expenses will be attributed to the cost of (i) administration and start-up costs, (ii) research and development, (iii) advertising, (iv) legal and accounting fees at various stages of operation, (v) joint venture activities, (vi) creating and maintaining distribution and supply chain channels.
 
As a result of some or all of these factors in combination, the Company may incur losses in the foreseeable future. There is no history upon which to base any assumption as to the likelihood that the Company will prove successful in its research and development projects. We cannot provide investors with any assurance that our business will attract customers and investors. If we were unable to address these risks our business could fail.
 
Failure to raise additional capital to fund operations could harm our business and results of operations:
 
Our primary source of operating funds from 2015 through the December 31, 2017 quarter end has been from revenue generated from proceeds from sales of our CBD products and full spectrum oils powders and gelcaps as well as the sale of our common stock. The Company has experienced net losses from operations since inception, but expects these conditions to improve in 2018 and beyond as it develops its business model. The Company has stockholders' deficiencies at March 31, 2017 and will require additional financing to fund future operations. Currently, we do not have any firm committed arrangements for financing and can provide no assurance to investors that we will be able to obtain financing when required. No assurance can be given that the Company will obtain access to capital markets in the future or that financing, adequate to satisfy the cash requirements of implementing our business strategies, will be available on acceptable terms. The inability of the Company to gain access to capital markets or obtain acceptable financing could have an adverse effect upon the results of its operations and upon its financial conditions.

Marijuana, Cannabis and CBD are illegal under federal law
Marijuana, cannabis and CBD are Schedule 1 controlled substances and are illegal under federal law, specifically the Controlled Substances Act (21 U.S.C. § 811). Even in states that have legalized the use of marijuana, its sale and use remain violations of federal law. The illegality of marijuana under federal law preempts state laws that legalize its use. Therefore, strict enforcement of federal law regarding marijuana would likely result in our inability to proceed with our business plan.

Laws and regulations affecting our industry are constantly changing:
 
The constant evolution of laws and regulations affecting the marijuana industry could detrimentally affect our operations. Local, state and federal medical marijuana laws and regulations are broad in scope and subject to changing interpretations. These changes may require us to incur substantial costs associated with legal and compliance fees and ultimately require us to alter our business plan. Furthermore, violations of these laws, or alleged violations, could disrupt our business and result in a material adverse effect on our operations. In addition, we cannot predict the nature of any future laws, regulations, interpretations or applications, and it is possible that regulations may be enacted in the future that will be directly applicable to our business.
Our business is dependent on laws pertaining to the cannabis industry:    
The federal government has issued guidance to federal prosecutors concerning marijuana enforcement under the Controlled Substances Act (CSA). The Cole Memorandum updates that guidance in light of state ballot initiatives that legalize under state law the possession of small amounts of marijuana and provide for the regulation of marijuana production, processing, and sale. The guidance set forth herein applies to all federal enforcement activity, including civil enforcement and criminal investigations and prosecutions, concerning marijuana in all states.
 
 
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Congress has determined that marijuana is a dangerous drug and that the illegal distribution and sale of marijuana is a serious crime that provides a significant source of revenue to large-scale criminal enterprises, gangs, and cartels. The Department of Justice is committed to enforcement of the Controlled Substance Act (CSA) consistent with those determinations. The Department is also committed to using its limited investigative and prosecutorial resources to address the most significant threats in the most effective, consistent, and rational way. In furtherance of those objectives, as several states enacted laws relating to the use of marijuana for medical purposes, the Department in recent years has focused its efforts on certain enforcement priorities that are particularly important to the federal government:
 
 
 
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Preventing the distribution of marijuana to minors;
 
 
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Preventing revenue from the sale of marijuana from going to criminal enterprises, gangs, and cartels;
 
 
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Preventing the diversion of marijuana from states where it is legal under state law in some form to other states;
 
 
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Preventing state-authorized marijuana activity from being used as a cover or pretext for the trafficking of other illegal drugs or other illegal activity;
 
 
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Providing the necessary resources and demonstrate the willingness to enforce their laws, and,
 
 
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Enacting regulations in a manner that ensures they do not undermine federal enforcement priorities.

In jurisdictions that have enacted laws legalizing marijuana in some form, and that have also implemented strong and effective regulatory and enforcement systems to control the cultivation, distribution, sale, and possession of marijuana, conduct in compliance with those laws and regulations is less likely to threaten the federal priorities set forth above. Indeed, a robust system may affirmatively address those priorities by, for example, implementing effective measures to prevent diversion of marijuana outside of the regulated system and to other states, prohibiting access to marijuana by minors, and replacing an illicit marijuana trade that funds criminal enterprises with a tightly regulated market in which revenues are tracked and accounted for. In those circumstances, consistent with the traditional allocation of federal-state efforts in this area, enforcement of state law by state and local law enforcement and regulatory bodies should remain the primary means of addressing marijuana-related activity. If state enforcement efforts are not sufficiently robust to protect against the harms set forth above, the federal government may seek to challenge the regulatory structure itself in addition to continuing to bring individual enforcement actions, including criminal prosecutions, focused on those harms.
As with the Department's previous statements on this subject, this memorandum is intended solely as a guide to the exercise of investigative and prosecutorial discretion. This memorandum does not alter in any way the Department's authority to enforce federal law, including federal laws relating to marijuana, regardless of state law. Neither the guidance herein nor any state or local law provides a legal defense to a violation of federal law, including any civil or criminal violation of the CSA. Even in jurisdictions with strong and effective regulatory systems, evidence that particular conduct threatens federal priorities will subject that person or entity to federal enforcement action, based on the circumstances. This memorandum is not intended to, does not, and may not be relied upon to create any rights, substantive or procedural, enforceable at law by any party in any matter civil or criminal. It applies prospectively to the exercise of prosecutorial discretion in future cases and does not provide defendants or subjects of enforcement action with a basis for reconsideration of any pending civil action or criminal prosecution. Finally, nothing herein precludes investigation or prosecution, even in the absence of any one of the factors listed above, in particular circumstances where investigation and prosecution otherwise serves an important federal interest.
As to the Company engaging in business outside of the jurisdiction of the U.S.A., the Company must first assume that the laws in other country(s), territories or destinations are similar to that of the U.S. Federal Government, however, the Company must then retain competent legal counsel in this outside jurisdiction and insisting that they understand and obtain a copy of these foreign laws and rules and should gain the expertise and representation of a foreign specialist or attorney in the foreign destination being considered prior to engaging in any cannabis, marijuana or hemp business.
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Our business is subject to risk of government action:
 
While we will use our best efforts to comply with all laws, including federal, state and local laws and regulations, there is a possibility that governmental action to enforce any alleged violations may result in legal fees and damage awards that would adversely affect us.
 
Because our business is dependent upon continued market acceptance by consumers, any negative trends will adversely affect our business operations:
 
We are substantially dependent on continued market acceptance and proliferation of consumers of cannabis, medical marijuana and recreational marijuana as well as CBD and full spectrum cannabinoids. We believe that as marijuana becomes more accepted the stigma associated with marijuana use will diminish and as a result consumer demand will continue to grow. While we believe that the market and opportunity in the marijuana space continues to grow, we cannot predict the future growth rate and size of the market. Any negative outlook on the marijuana industry will adversely affect our business operations.
 
In addition, it is believed by many that large well-funded businesses may have a strong economic opposition to the cannabis industry. We believe that the pharmaceutical industry clearly does not want to cede control of any product that could generate significant revenue. For example, medical marijuana will likely adversely encroach, impact or displace the existing market for the current "marijuana pill" Marinol, sold by the mainstream pharmaceutical industry. The pharmaceutical industry is well funded with a strong and experienced lobby that eclipses the funding of the medical marijuana movement. Any inroads the pharmaceutical industry could make in halting the impending cannabis industry could have a detrimental impact on our business.
The possible FDA Regulation of cannabis marijuana and CBD, and the possible registration of facilities where cannabis is grown and CBD products are produced, if implemented, could negatively affect the cannabis industry generally, which could directly affect our financial condition:
The FDA has not approved cannabis, marijuana, industrial hemp or CBD derived from cannabis or industrial hemp as a safe and effective drug for any indication. The FDA considers these substances illegal Schedule 1 drugs. As of the date of this filing, we have not, and do not intend to file an IND with the FDA, concerning any of our products that may contain cannabis, industrial hemp or CBD derived from industrial hemp. Further, The FDA has concluded that products containing cannabis, marijuana industrial hemp or CBD derived from industrial hemp are excluded from the dietary supplement definition under sections 201(ff)(3)(B)(i) and (ii) of the U.S. Food, Drug & Cosmetic Act, respectively. Our products are not marketed or sold as dietary supplements. However, at some indeterminate future time, the FDA may choose to change its position concerning products containing cannabis, marijuana, or CBD derived from industrial hemp, and may choose to enact regulations that are applicable to such products, including, but not limited to: the growth, cultivation, harvesting and processing of cannabis and marijuana; regulations covering the physical facilities where cannabis and marijuana are grown; and possible testing to determine efficacy and safety of CBD. In this hypothetical event, our industrial hemp based products containing CBD may be subject to regulation. In the hypothetical event that some or all of these regulations are imposed, we do not know what the impact would be on the cannabis industry in general, and what costs, requirements and possible prohibitions may be enforced. If we are unable to comply with the conditions and possible costs of possible regulations and/or registration as may be prescribed by the FDA, we may be unable to continue to operate our business.
We may have difficulty accessing the service of banks:
   
On February 14, 2014, the U.S. government issued rules allowing banks to legally provide financial services to state-licensed marijuana businesses. A memorandum issued by the Justice Department to federal prosecutors re-iterated guidance previously given, this time to the financial industry that banks can do business with legal marijuana businesses and "may not" be prosecuted. The Treasury Department's Financial Crimes Enforcement Network (FinCEN) issued guidelines to banks that "it is possible to provide financial services"" to state-licensed marijuana businesses and still be in compliance with federal anti-money laundering laws. The guidance falls short of the explicit legal authorization that banking industry officials had pushed the government to provide and to date, it is not clear if any banks have relied on the guidance and taken on legal marijuana companies as clients. The aforementioned policy may be administration dependent and a change in presidential administrations may cause a policy reversal and retraction of current policies, wherein legal marijuana businesses may not have access to the banking industry.
 
 
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Banking regulations in our business are costly and time consuming:
 
In assessing the risk of providing services to a marijuana-related business, a financial institutions may conduct customer due diligence that includes: (i) verifying with the appropriate state authorities whether the business is duly licensed and registered; (ii) reviewing the license application (and related documentation) submitted by the business for obtaining a state license to operate its marijuana-related business; (iii) requesting from state licensing and enforcement authorities available information about the business and related parties; (iv) developing an understanding of the normal and expected activity for the business, including the types of products to be sold and the type of customers to be served (e.g., medical versus recreational customers); (v) ongoing monitoring of publicly available sources for adverse information about the business and related parties; (vi) ongoing monitoring for suspicious activity, including for any of the red flags described in this guidance; and (vii) refreshing information obtained as part of customer due diligence on a periodic basis and commensurate with the risk. With respect to information regarding state licensure obtained in connection with such customer due diligence, a financial institution may reasonably rely on the accuracy of information provided by state licensing authorities, where states make such information available. These regulatory reviews may be time consuming and costly. Currently we are not licensed and have operated in a manner to avoid the necessity of licensure by not using products containing THC, nevertheless CBD and cannibinoids are still part of the cannabis plant and as such are considered schedule 1 drugs, as such many banks will not transact business with us. We have been successful to date in finding merchant credit card processing and a bank that will do business with us.  If either of them decided to cease doing business with us we would not have a way to receive payment and our operations would be negatively affected unless we could find a new bank or processor that would work with us, of which there can be no assurance.
 
Due to our involvement in the cannabis industry, we may have a difficult time obtaining the various insurances that are desired to operate our business, which may expose us to additional risk and financial liability:
 
Insurance that is otherwise readily available, such as general liability, and directors and officer's insurance, is more difficult for us to find, and more expensive, because we are service providers to companies in the cannabis industry. There are no guarantees that we will be able to find such insurances in the future, or that the cost will be affordable to us. If we are forced to go without such insurances, it may prevent us from entering into certain business sectors, may inhibit our growth, and may expose us to additional risk and financial liabilities.
 
The Company's industry is highly competitive and we have less capital and resources than many of our competitors which may give them an advantage in developing and marketing products similar to ours or make our products obsolete:
 
We are involved in a highly competitive industry where we may compete with numerous other companies who offer alternative methods or approaches, who may have far greater resources, more experience, and personnel perhaps more qualified than we do. Such resources may give our competitors an advantage in developing and marketing products similar to ours or products that make our products obsolete. There can be no assurance that we will be able to successfully compete against these other entities.
 
We may be unable to respond to the rapid technological change in the industry and such change may increase costs and competition that may adversely affect our business:
 
Rapidly changing technologies, frequent new product and service introductions and evolving industry standards characterize our market. The continued growth of the Internet and intense competition in our industry exacerbates these market characteristics. Our future success will depend on our ability to adapt to rapidly changing technologies by continually improving the performance features and reliability of our products and services. We may experience difficulties that could delay or prevent the successful development, introduction or marketing of our products and services. In addition, any new enhancements must meet the requirements of our current and prospective customers and must achieve significant market acceptance. We could also incur substantial costs if we need to modify our products and services or infrastructures to adapt to these changes.
 

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We also expect that new competitors may introduce products, systems or services that are directly or indirectly competitive with us. These competitors may succeed in developing, products and services that have greater functionality or are less costly than our products and services, and may be more successful in marketing such products and services. Technological changes have lowered the cost of operating communications and computer systems and purchasing software. These changes reduce our cost of selling products and providing services, but also facilitate increased competition by reducing competitors' costs in providing similar services. This competition could increase price competition and reduce anticipated profit margins.
 
Our products and services are new and our industry is rapidly evolving:
 
Due consideration must be given to our prospects in light of the risks, uncertainties and difficulties frequently encountered by companies in their early stage of development, particularly companies in the rapidly evolving legal cannabis industry. To be successful in this industry, we must, among other things:
 
 
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develop and introduce functional and attractive service offerings;
 
 
 

 
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attract and maintain a large base of consumers;
 
 
 

 
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increase awareness of our brands and develop consumer loyalty;
 
 
 

 
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establish and maintain strategic relationships with distribution partners and service providers;
 
 
 

 
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respond to competitive and technological developments;
 
 
 

 
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attract, retain and motivate qualified personnel.
 
We cannot guarantee that we will succeed in achieving these goals, and our failure to do so would have a material adverse effect on our business, prospects, financial condition and operating results.
 
Some of our products and services are new and are only in early stages of commercialization. We are not certain that these products and services will function as anticipated or be desirable to its intended market. Also, some of our products may have limited functionalities, which may limit their appeal to consumers and put us at a competitive disadvantage. If our current or future products and services fail to function properly or if we do not achieve or sustain market acceptance, we could lose customers or could be subject to claims which could have a material adverse effect on our business, financial condition and operating results.
 
As is typical in a new and rapidly evolving industry, demand and market acceptance for recently introduced products and services are subject to a high level of uncertainty and risk. Because the market for the Company is new and evolving, it is difficult to predict with any certainty the size of this market and its growth rate, if any. We cannot guarantee that a market for the Company will develop or that demand for Company's products and services will emerge or be sustainable. If the market fails to develop, develops more slowly than expected or becomes saturated with competitors, our business, financial condition and operating results would be materially adversely affected.
 
The Company's failure to continue to attract, train, or retain highly qualified personnel could harm the Company's business:
The Company's success also depends on the Company's ability to attract, train, and retain qualified personnel, specifically those with management and product development skills. In particular, the Company must hire additional skilled personnel to further the Company's research and development efforts. Competition for such personnel is intense. If the Company does not succeed in attracting new personnel or retaining and motivating the Company's current personnel, the Company's business could be harmed. 
 
 
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The loss of key management personnel could adversely affect our business.
We depend on the continued services of our executive officers and senior management team as they work closely with independent representative and are responsible for our day-to-day operations. Our success depends in part on our ability to retain our executive officers, to compensate our executive officers at attractive levels, and to continue to attract additional qualified individuals to our management team. Although we have entered into employment agreements with members of our senior management team, and do not believe that any of them are planning to leave or retire in the near term, we cannot assure that our senior managers will remain with us. The loss or limitation of the services of any of our executive officers or members of our senior management team, or the inability to attract additional qualified management personnel, could have a material adverse effect on our business, financial condition, results of operations, or independent associate relations.
Independent Sales Representatives could fail to comply with our policies and procedures or make improper product, compensation, marketing or advertising claims that violate laws or regulations, which could result in claims against us that could harm our financial condition and operating results.
We sell our products through a sales force of independent representatives. The independent representatives are independent contractors and, accordingly, we are not in a position to provide the same direction, motivation, and oversight as we would if associates were our own employees. As a result, there can be no assurance that our representatives will participate in our marketing strategies or plans, accept our introduction of new products, or comply with our policies and procedures. All independent representatives will be required to sign a written contract and agree to adhere to our policies and procedures, which prohibit associates from making false, misleading or other improper claims regarding products or income potential from the distribution of the products. However, independent representatives may from time to time, without our knowledge and in violation of our policies, create promotional materials or otherwise provide information that does not accurately describe our marketing program. There is a possibility that some jurisdictions could seek to hold us responsible for independent representatives activities that violate applicable laws or regulations, which could result in government or third-party actions or fines against us, which could harm our financial condition and operating results.
We may be held responsible for certain taxes or assessments relating to the activities of our independent representatives, which could harm our financial condition and operating results.
Our independent representatives are subject to taxation and, in some instances, legislation or governmental agencies impose an obligation on us to collect taxes, such as value added taxes, and to maintain appropriate tax records. In addition, we are subject to the risk in some jurisdictions of being responsible for social security and similar taxes with respect to our distributors. In the event that local laws and regulations require us to treat our independent contractors as employees, or if our reps are deemed by local regulatory authorities to be our employees, rather than independent contractors, we may be held responsible for social security and related taxes in those jurisdictions, plus any related assessments and penalties, which could harm our financial condition and operating results.
Risks Related to the Company
 
Uncertainty of profitability:
 
Our business strategy may result in increased volatility of revenues and earnings. As we only have a limited number of products developed at this time, our overall success will depend on a limited number of products and our ability to develop or find new ones or new applications as well as our research and development efforts, which may cause variability and unsteady profits and losses depending on the products offered and their market acceptance.
 
Our revenues and our profitability may be adversely affected by economic conditions and changes in the market for medical and recreational marijuana. Our business is also subject to general economic risks that could adversely impact the results of operations and financial condition. 
 
Because of the anticipated nature of the products that we offer and attempt to develop, it is difficult to accurately forecast revenues and operating results and these items could fluctuate in the future due to a number of factors. These factors may include, among other things, the following:
 
 
r
Our ability to raise sufficient capital to take advantage of opportunities and generate sufficient revenues to cover expenses.
 
 
 

 
r
Our ability to source strong opportunities with sufficient risk adjusted returns.
 
  
r
Our ability to manage our capital and liquidity requirements based on changing market conditions generally and changes in the developing legal medical marijuana and recreational marijuana industries.
 
 
 
 
 
- 18 -

 

 
 
r
The acceptance of the terms and conditions of our service.
 
 
 

 
r
The amount and timing of operating and other costs and expenses.
 
 
 

 
r
The nature and extent of competition from other companies that may reduce market share and create pressure on pricing and investment return expectations.
 
 
 

 
r
Adverse changes in the national and regional economies in which we will participate, including, but not limited to, changes in our performance, capital availability, and market demand.
 
 
 

 
r
Adverse changes in the projects in which we plan to invest which result from factors beyond our control, including, but not limited to, a change in circumstances, capacity and economic impacts.
 
 
 

 
r
Adverse developments in the efforts to legalize marijuana or increased federal enforcement.
 
 
 

 
r
Changes in laws, regulations, accounting, taxation, and other requirements affecting our operations and business.
 
 
 

 
r
Our operating results may fluctuate from year to year due to the factors listed above and others not listed. At times, these fluctuations may be significant.
 
Management of growth will be necessary for us to be competitive:
 
Successful expansion of our business will depend on our ability to effectively attract and manage staff, strategic business relationships, and shareholders. Specifically, we will need to hire skilled management and technical personnel as well as manage partnerships to navigate shifts in the general economic environment. Expansion has the potential to place significant strains on financial, management, and operational resources, yet failure to expand will inhibit our profitability goals.
 
We are entering a potentially highly competitive market:
 
The markets for businesses in the medical marijuana and recreational marijuana industries as well as their related CBD and cannabinoid industries are competitive and evolving. In particular, we face strong competition from larger companies that may be in the process of offering similar products and services to ours. Many of our current and potential competitors have longer operating histories, significantly greater financial, marketing and other resources and larger client bases than we have (or may be expected to have).
  
Given the rapid changes affecting the global, national, and regional economies generally and the medical marijuana and recreational marijuana industries, in particular, we may not be able to create and maintain a competitive advantage in the marketplace. Our success will depend on our ability to keep pace with any changes in its markets, especially with legal and regulatory changes. Our success will depend on our ability to respond to, among other things, changes in the economy, market conditions, and competitive pressures. Any failure by us to anticipate or respond adequately to such changes could have a material adverse effect on our financial condition, operating results, liquidity, cash flow and our operational performance.
 
 
- 19 -

 
 
 
Although we believe that our CBD and Full Spectrum products are exempt from regulation under the CSA, the U.S. Patent and Trademark Office may disagree and disallow us from obtaining trademark and patent protection for our brand and products.

We have applied for a patent for one of our products. Because it contains CBD, and may be considered an illegal Schedule 1 drug under federal law, the U.S. Patent and Trademark Office may not approve our pending applications for patent or trademark protection for our products, and this could materially affect our ability to establish and grow our brand, products and develop our customer base and good will.
If we fail to protect our intellectual property, our business could be adversely affected:
 
Our viability will depend, in part, on our ability to develop and maintain the proprietary aspects of our products and brands to distinguish our products from our competitors' products. We rely on patents, copyrights, trademarks, trade secrets, and confidentiality provisions to establish and protect our intellectual property. Any infringement or misappropriation of our intellectual property could damage its value and limit our ability to compete. We may have to engage in litigation to protect the rights to our intellectual property, which could result in significant litigation costs and require a significant amount of our time. Competitors may also harm our sales by designing products that mirror the capabilities of our products or technology without infringing on our intellectual property rights. If we do not obtain sufficient protection for our intellectual property, or if we are unable to effectively enforce our intellectual property rights, our competitiveness could be impaired, which would limit our growth and future revenue.  We may also find it necessary to bring infringement or other actions against third parties to seek to protect our intellectual property rights. Litigation of this nature, even if successful, is often expensive and time-consuming to prosecute, and there can be no assurance that we will have the financial or other resources to enforce our rights or be able to enforce our rights, or prevent other parties from developing similar technology or designing around our intellectual property.
  
Our lack of sufficient patent and/or trademark or copyright protection and any unauthorized use of our proprietary information and technology may affect our business:
 
We currently rely on a combination of protections by patents and contracts, including confidentiality and nondisclosure agreements, and common law rights, such as trade secrets, to protect our intellectual property. However, we cannot assure you that we will be able to adequately protect our technology or other intellectual property from misappropriation in the U.S. and abroad. This risk may be increased due to the lack of certain patent and/or copyright protection. Any patent issued to us could be challenged, invalidated or circumvented or rights granted thereunder may not provide a competitive advantage to us. Furthermore, patent applications that we file may not result in issuance of a patent, or, if a patent is issued, the patent may not be issued in a form that is advantageous to us. Despite our efforts to protect our intellectual property rights, others may independently develop similar products, duplicate our products or design around our patents and other rights. In addition, it is difficult to monitor compliance with, and enforce, our intellectual property rights on a worldwide basis in a cost-effective manner. In jurisdictions where foreign laws provide less intellectual property protection than afforded in the U.S., our technology or other intellectual property may be compromised, and our business could be materially adversely affected. If any of our proprietary rights are misappropriated or we are forced to defend our intellectual property rights, we will have to incur substantial costs. Such litigation could result in substantial costs and diversion of our resources, including diverting the time and effort of our senior management, and could disrupt our business, as well as have a material adverse effect on our business, prospects, financial condition and results of operations. We can provide no assurance that we will have the financial resources to oppose any actual or threatened infringement by any third party. Furthermore, any patent or copyrights that we may be granted may be held by a court to infringe on the intellectual property rights of others and subject us to the payment of damage awards.
 
Ordinary and necessary business deduction other than the cost of goods sold are disallowed by the Internal Revenue Services for Cannabis companies under IRC Section 280E:
 
At this juncture, IRS 280E does not interfere with our businesses model from deducting ordinary and necessary business expenses. However, should Company enter the cannabis industry more directly, this onerous tax burden might significantly impact the profitability of the Company and may make the pricing of its products less competitive.
 
Risks Related to Our Common Stock
 
Because we may issue additional shares of our common stock, investment in our company could be subject to substantial dilution:
 
Investors' interests in our Company will be diluted and investors may suffer dilution in their net book value per share when we issue additional shares. We are authorized to issue 75,000,000 shares of common stock, $0.001 par value per share. As of March 31, 2017 there were 42,287,499 shares issued and outstanding and as of December 31, 2017 there were 45,239,009 shares of our common stock issued and outstanding. We anticipate that all or at least some of our future funding, if any, will be in the form of equity financing from the sale of our common stock. If we do sell more common stock, investors' investment in our company will likely be diluted. Dilution is the difference between what investors pay for their stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any investment in our company's common stock could seriously decline in value.
   
 
 
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Trading in our common stock on the OTC Pink Exchange has been subject to wide fluctuations:
 
Our common stock is currently quoted for public trading on the OTC Pink Exchange. The trading price of our common stock has been subject to wide fluctuations. Trading prices of our common stock may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with limited business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our common stock will be matched or maintained. These broad market and industry factors may adversely affect the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management's attention and resources.
 
Nevada law, our Articles of Incorporation and our by-laws provides for the indemnification of our officers and directors at our expense, and correspondingly limits their liability, which may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors:
 
Our Articles of Incorporation and By-Laws include provisions that eliminate the personal liability of our directors for monetary damages to the fullest extent possible under the laws of the State of Nevada or other applicable law. These provisions eliminate the liability of our directors and our shareholders for monetary damages arising out of any violation of a director of his fiduciary duty of due care. Under Nevada law, however, such provisions do not eliminate the personal liability of a director for (i) breach of the director's duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) payment of dividends or repurchases of stock other than from lawfully available funds, or (iv) any transaction from which the director derived an improper benefit. These provisions do not affect a director's liabilities under the federal securities laws or the recovery of damages by third parties.
 
We do not intend to pay cash dividends on any investment in the shares of stock of our Company and any gain on an investment in our Company will need to come through an increase in our stock's price, which may never happen:
 
We have never paid any cash dividends and currently do not intend to pay any cash dividends for the foreseeable future. To the extent that we require additional funding currently not provided for, our funding sources may prohibit the payment of a dividend. Because we do not currently intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock's price. This may never happen and investors may lose all of their investment in our company.
 
Because our securities are subject to penny stock rules, you may have difficulty reselling your shares:
 
Our shares as penny stocks, are covered by Section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell our company's securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. These rules apply to companies whose shares are not traded on a national stock exchange, trade at less than $5.00 per share, or who do not meet certain other financial requirements specified by the Securities and Exchange Commission. These rules require brokers who sell "penny stocks" to persons other than established customers and "accredited investors" to complete certain documentation, make suitability inquiries of investors, and provide investors with certain information concerning the risks of trading in such penny stocks. These rules may discourage or restrict the ability of brokers to sell our shares of common stock and may affect the secondary market for our shares of common stock. These rules could also hamper our ability to raise funds in the primary market for our shares of common stock.
   
FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock:
 
In addition to the "penny stock" rules described above, the Financial Industry Regulatory Authority (known as "FINRA") has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
 
 
- 21 -

 
 
Item 2. Financial Information.
 
Management's Discussion and Analysis of Financial Condition and Results of Operations for 2017 and 2016.
 
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements and supplementary data referred to in this Form 10.
 
This discussion contains forward-looking statements that involve risks and uncertainties. Such statements, which include statements concerning revenue sources and concentration, selling, general and administrative expenses and capital resources, are subject to risks and uncertainties, including, but not limited to, those discussed elsewhere in this Form 10 that could cause actual results to differ materially from those projected. Unless otherwise expressly indicated, the information set forth in this Form 10 is as of December 31, 2017.
Earth Science Tech, Inc. (The "Company") was incorporated under the laws of the State of Nevada in April 2010 under the name Ultimate Novelty Sports, Inc. 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. and our trading symbol was changed from UNOV to ETST. On March 24, 2014 the Company entered into an agreement with Majorca Group, Ltd, a Marshall Islands corporation which provided them with 25 million shares of the Company's Common Stock and 5,200,000 shares of its Class A Preferred Stock. It is with this change of control that the Company's business focus changed from sports facility management advisory services to hemp based nutraceuticles, biotechnology and research and development for medical treatment and prevention of certain diseases using CBD and full spectrum cannabinoids as well as medical devices for self diagnosis of certain sexually transmitted diseases.

Plan of Operation  
The Company and its three wholly owned subsidiary companies: Cannabis Therapeutics, Inc., KannaBidioid, Inc. and Earth Science Pharmaceuticals, Inc. are based in Doral, Florida. Our business involves the sale of full spectrum hemp liquids, CBD gelcaps and CBD powder, chocolates with CBD, kanna and CBD flavored, blended liquids, our MSN-2 medical device for diagnosis of STDs as well as research and development of CBD and full spectrum cannabinoids for treatment of diseases as well as the research and development for treatments and preventative products using a combination of generic drugs and other nutracueticals blended with CBD or full spectrum cannabinoids. This research and development, specifically at the University of Oklahoma working with Dr. Wei R. Chen led to our acquisition of the provisional patent pending under application number 62061577, entitled "Cannabidiols Composition and Uses Thereof" Where possible we intend to seek patent protection on our products and where this may not be possible we intend, through product development, to source and brand our products; and through our direct sales structure, to maintain customer loyalty and capture market share.
COMPARISON OF 2017 TO 2016
Results of Operations - For the year ended March 31, 2017 the Company had a net loss from continuing operations before income taxes of approximately $1,146,354 compared to a loss from continuing operations before income taxes of approximately $1,218,141 for the year ended March 31, 2016. This minimal change is due primarily because of substantially higher legal costs from our litigation with Cromogen of $560,394 for the period ended March 31, 2016 compared to $38,528 for the period ended March 31, 2016 which is off-set by the increase in General and Administrative expense from $401,192 to $797,059 for the same periods ending March 31, 2016 and 2017 respectively. Marketing expenses and Professional Fees also increased from March 31, 2016 to March 31, 2017 from $49,370 and $25,795 to $77,857 and $82,578, respectively

Total Revenues - For the years ended March 31, 2017 and 2016, the Company had total sales of $428,199 and $469,446, respectively. While our revenues decreased slightly, this was off-set by the substantial decrease in our cost of goods sold from $341,913 to $243,813 over the same period; resulting in a Gross Profit of $184,386 as of March 31, 2017 compared to $127,553 for the previous year ending March 31, 2016.

Costs and Expenses - Costs of sales, include the costs of manufacturing, packaging, warehousing and shipping our products. As we develop and release addition products, we expect our costs of sales to increase.

As stated, general and administrative expenses increased by approximately $395,867 for the year ended March 31, 2017 compared to the year ended March 31, 2016. The increase can be attributed primarily to common stock issued for stock based compensation for consultants and others.
 
Marketing expenses totaled $77,857 for the twelve months ended March 31, 2017, an increase of $28,487 from $49,370 for the twelve months ended March 31, 2016. This increase primarily related to the engagement of 5 marketing consultants to help develop the Company's products, and overall retail marketing platform. The marketing expenses were associated with helping to generate the Company's CBD and full spectrum cannabinoid brands and related revenue.
Research and development costs were $97,587for the nine months ended December 31, 2017. There was $$4,104 in Research and Development (R&D) related expenses for the nine months ended December 31, 2016 as the Company had experienced a change of control and changed its business model and as Dr. Michel Aube joined our executive team. We expect that R&D will continue to be consistent with the nine months ended December 31, 2017 and will increase as well for the foreseeable future. Notwithstanding this increase in R&D Dr. Aube has been successful in receiving grants from the Canadian government for further research. Separate disclosure was not material pursuant to ASC 730, Research and Development.
 
 
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COMPARISON THE INTERIM PERIODS: NINE MONTHS ENDED DECEMBER 31 ST   OF 2017 AND 2016
Results of Operations - The net loss for the period ended December 31, 2017 and December 31, 2016 were $1,218,591 and $361,070, respectively. The $1,218,591 loss was mainly a combined result of having generally higher operating expenses of $1,358,115 compared to $525,500during the period ended December 31, 2016. The primary components of the Company's consolidated operating expenses are as follows.
 
Operating Expenses:
 
December 31, 2017
   
December 31, 2016
 
Compensation - officers
 
$
73,500
   
$
207,319
 
Officer Compensation Stock
   
139,000
     
-
 
Marketing
   
219,984
     
46.607
 
General and administrative
   
590,106
     
225,329
 
Bad Debt Expense
   
87,342
     
-
 
Professional fees
   
83,090
     
42,141
 
Cost of legal proceedings
   
67,506
     
-
 
Research and development
   
97,587
     
4,104
 
Total operating expenses
 
$
1,358,115
   
$
525,500
 

We expect the officer's compensation to remain constant each quarter and for there to be a decrease in consulting expenses as the Company is striving to compensate more of its consultants with cash rather than stock. During the period ended December 31, 2017, the Company was conserving cash to meet new opportunities and as such needed to compensate consultants with more stock than cash.
The Company' achieved a gross margin percentage of 43% for the period ending December 31, 2017 and did not have a gross margin for December 31, 2016 as the Company was in the development stage and had not made any sales. The Company expects this gross margin percentage to increase marginally as it achieves greater economies of scale from higher volumes of sales and is consequently able to purchase inventory at lower prices.
Marketing expenses totaled $557,715 for the nine months ended December 31, 2017, an increase of $319,031 or 57% from $238,684 for the nine months ended December 31, 2016.
Research and development costs were $62,000 for the year ended March 31, 2017. There were no Research and Development related expenses in fiscal year 2016 as the Company experienced a change of control and changed its business model.
For the period ended December 31, 2017, the Company had $63,026 in cash (March 31, 2017 -$147,486), Accounts Payable of $371,459 (March 31, 2017 - $324,889), accrued compensation of $92,727 (March 31, 2017 - $32,710), notes payable and accrued interest of $7,487 (March 31, 2017 - $7,487), and a stockholder's deficit of $450,336 (March 31, 2017 - $129,801).
We are a smaller reporting company, as defined by 17 CFR § 229.10(f)(1). We do not consider the impact of inflation and changing prices as having a material effect on our net sales and revenues and on income from our operations for the previous two years or from continuing operations going forward.
The Company' achieved a gross margin percentage of 49% for the Nine Months ended December 31, 2017 as well as for the Nine Months ended December 31, 2016. For the years ended March 31, 2017 and March 31, 2016 gross margins increased from 27% to 43%. The Company expects this gross margin percentage to increase marginally as it achieves greater economies of scale from higher volumes of sales and is consequently able to purchase inventory at lower prices.
 
 
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There was interest expense of $3,754 during the Nine Months ended December 31, 2017. Operating expenses increased by $832,615 from December 31, 2016 to December 31, 2017 primarily due to stock compensation issued to officer's amounting as well as marketing consultants and independent contractors (under General and Administrative) during the period ended December 31, 2017. Additionally R&D expenses increase to $97,587 during the nine months ended December 31, 2017 from $4,104 during the prior period ending December 31, 2016. during the nine month period ending December 31, 2017. Bad Debt expense and Costs of Legal Proceedings increased from zero during the period ending December 31, 2016 to $87,342 and $67, 506 during the prior period ending December 31, 2016.
 
For the period ending December 31, 2017, the Company had $110,408 in cash (March 31, 2017 was $172,295), Accounts Payable of $101,982 (March 31, 2017 was $128,483), notes payable and accrued interest of $59,558 (March 31, 2017 was $59,558), and a stockholder's deficit of $24,982,714 (March 31, 2017 was $23,784,568).
 
Liquidity and Capital Resources for the Years Ended March 31, 2017 and 2016

The Company generated a net loss from continuing operations for the years ended March 31, 2017 and March 31, 2016 of approximately $1,146,354 and $1,222,869, respectively. As of March 31, 2017 and March 31, 2016, the Company had current assets of $306,560 and $192,266, which included the following as of March 31, 2017 cash and cash equivalents of approximately $172,295; inventory of $107,181; and accounts receivable of $51,043. While the Company believes it has sufficient cash and cash equivalents to carry out its current operations for the next twelve months, however to continue with research and development the Company will need to continue to raise money either from debt or equity or from research grants, in addition the Company intends to commercialize its MSN-2 product as well as apply for and prosecute patents and there can be no assurance the Company will be able to successfully secure debt or equity financing or that it will be available on terms acceptable to the Company.   
 
During the years ending March 31, 2017 and 2016, the Company met its capital requirements through external financing and the sale of its restricted common stock.
Total Current Liabilities were $418,141 for the year ended March 31, 2017 and $461,564 for the year ended March 31, 2016.
Operating Activities - For the years ended March 31, 2017 and March 31, 2016, the Company used cash for operating activities of $1,135,780 and $578,523, respectively.
Investing Activities - During the year ended March 31, 2017 and March 31, 2016, the Company had a decrease from $34,236 to $146 in cash flow for investing related activities due to larger expenses related to patent activity and the purchase of property and equipment in the earlier period.
Financing Activities - During the year ended March 31, 2017, the Company received $1,263,727 in cash proceeds from sales of restricted common stock. For the Year ended March 31, 2016, the Company received $332,875 in cash proceeds from the sales of restricted common stock.
For the year ended March 31, 2017, the Company had $172,295 in Cash, Accounts Receivable of $51,043 Prepaid-Expenses of $23,949 and Inventory of $107,181 with Accounts Payable of $128,483. The Company had $44,949 in Cash, Accounts Receivable of $12,398 Prepaid-Expenses of $0 and Inventory of $135,374 with Accounts Payable of $178,506 for the year ended March 31, 2016. For the year ended March 31, 2017 the Company had current liabilities of $418,141, compared to $461,564 in liabilities for the prior year ended March 31, 2016. Furthermore, the Company had an accumulated stockholder's deficit of $23,784,568 and $22,638,997 for the years ended March 31, 2017 and 2016, respectively.
 
- 24 -

Liquidity and Capital Resources for the Nine Month Period
Ended December 31, 2017 and 2016
The Company generated a net loss from continuing operations for the nine month period ended December 31, 2017 and December 31, 2016 of approximately $1,214,837 and $361,070, respectively. As of December 31, 2017, and December 31, 2016, the Company had current assets of $306,560 and $192,266, which included cash and cash equivalents of approximately $172,295 as of December 31, 2017 and $44,494 as of December 31, 2016; inventory of $107,181 as of December 31, 2017 and $135,374 as of December 31, 2016; and accounts receivable of $51,043 as of December 31, 2017 and $12,398 as of December 31, 2016. While the Company believes it has sufficient cash and cash equivalents to carry out its operating plans for the next twelve months, there can be no assurance the Company will be able to successfully execute its plans at the current level but additional debt or equity financing will be needed for the Company to executed on its additional plans for growth and there can be no assurances that financing will be available on terms acceptable to the Company.
During the periods ended December 31, 2017 and December 31, 2016, the Company met its capital requirements through operations and external financing and the sale of its restricted common stock.
Operating Activities - For the nine months ended December 31, 2017 and December 31, 2016, the Company used cash for operating activities of $1,268,471 and $306,573, respectively.
Investing Activities - During the period ended December 31, 2017, the Company had a total of $1,101 in investing activities that was composed equipment. For the period ended December 31, 2016, the Company had $417 in investing activities.
Financing Activities - During the nine months ended December 31, 2017, the Company received $1,184,836 in cash proceeds from sales of restricted common stock. For the nine months ended December 31, 2016, the Company received $268,043 from the sale of Common Stock.
For the period ended December 31, 2017, the Company had $110,408 in Cash, Accounts Payable of $101,982, accrued expenses and notes payable of $15,354 and $59,558 respectively, and a stockholder's deficit of $24,982,714.

Default on Notes

During 2014, a former stockholder provided funds to the Company evidenced by 8% uncollateralized notes payable due September 30, 2014. As of December 31, 2017 and March 31, 2017 and March 31, 2016, the Company had $59,558, $59,558 and $59,558, respectively of these notes payable which are in default. The Company is in current negotiations to extend the maturity of these notes for an additional 2 years. Interest expense for the nine months ended December 31, 2017 and the years ended March 31, 2017 and 2016, were $3,754, $4,773 and $7,765, respectively.
Critical Accounting Policies
The preparation of 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 the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Notes to the Consolidated Financial Statements describes the significant accounting policies and methods used in the preparation of the Consolidated Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Consolidated Financial Statements.
 
 
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Loss Contingencies
 
The Company is subject to various loss contingencies arising in the ordinary course of business. The Company considers the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as its ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. The Company regularly evaluates current information available to us to determine whether such accruals should be adjusted.
 
Income Taxes
 
The Company recognizes deferred tax assets (future tax benefits) and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities represent the expected future tax return consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled.
 
Investments
 
The Company's securities investments that are bought and held principally for the purpose of selling them in the near term are classified as trading securities. Trading securities are recorded at fair value on the balance sheet in current assets, with the change in fair value during the year included in earnings. Gains from the sales of such marketable securities are utilized to fund our ongoing business, and to also conduct strategic business development, marketing analysis, due diligence investigations into possible acquisitions, and research and development and implementation of our business plans generally.
 
Recent Accounting Pronouncements
 
See Note 2 of the consolidated financial statements for discussion of Recent Accounting Pronouncements.

Off-Balance Sheet Arrangements
We are not currently a party to, or otherwise involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 3. Properties.
 
Earth Science Tech, Inc. and its subsidiaries' principal offices and warehouse Consisting of approximately 1,981 square feet of warehouse and office space which are located at:  8000 NW 31sth Street, Unit 19, Doral, FL 33122, USA. The Company and its subsidiaries began operations at this facility on September 1, 2017 at a rental rate of $1,863.50 per month.

The Company's subsidiary Nutrition Empire, Inc. entered into a 5 year lease for retail space from LG Coral Gables, LLC in Coral Gables Florida for $3,442.17 per month and a security deposit of $17,210.83. The Coral Gables lease was terminated by mutual agreement when it became clear that there was no natural traffic at the location because there were no other retail operations open in the facility. The lease was terminated in 2016 and we received our deposit back.
 
- 26 -

 
 
 
Item 4. Security Ownership of Certain Beneficial Owners and Management.
 
Principal Stockholders
The following table sets forth information known to us regarding the beneficial ownership of our common stock as of March 31, 2017 by (1) each stockholder who is known by us to beneficially own more than 5% of our common stock, (2) each of our directors, (3) each of our executive officers, and (4) all of our directors and executive officers as a group.

Beneficial Owner (1)
 
Number of Shares Beneficially Owned (2)
   
Percent (3)
 
5% Stockholders:
           
Majorca Group, Ltd. (9)
   
25,000,000
     
59.119
 
Great Lakes Holdings Group, Inc. (10)
   
6,700,000
     
15.844
 
Named Executive Officers and Directors:
               
Michel Aube - Chief Executive Officer and Chief Science Officer (4)
   
18,000
     
0.044
 
Nickolas S. Tabraue – President, Secretary and Director (former Chief Operating Officer) (5)
   
550,000
     
1.30
 
Steven Warm, Chief Counsel and Director (6)
   
10,000
     
0.024
 
Gabriel Aviles, Chief Learning Officer and Director (former Chief Sales Officer) (7)
   
10,000
     
0.024
 
Wendell Hecker, Chief Financial Officer
   
0
     
0
 
Sergio Castillo, Chief Marketing Officer
   
0
     
0
 
Jill Buzan, Chief Sales Officer
   
0
     
0
 
Gagan Hunter, Chief Operating Officer
   
0
     
0
 
Harvey Katz, (former CEO and Director) (8)
   
0
     
0
 
Thomas Wright (former Chief Operations Officer and Director) (8)
   
7,000
     
0.017
 
Matthew J. Cohen (former CEO, CFO and Director) (8)
   
15,000
     
0.035
 
Joseph Pavlik (former CEO, CMO and Director) (8)
   
0
     
0
 
All executive officers and directors as a group (12 persons)
   
610,000
     
1.44
 
                                   
 (1)
Except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and to the information contained in the footnotes to this table.
 
 (2)
Under SEC rules, a person is deemed to be the beneficial owner of shares that can be acquired by such person within 60 days upon the exercise of options or the settlement of other equity awards.
 
 (3)
 
 
 
(4)
 
 
 
(5)
 
 
 
 
 (6)
 
 
(7)
 
 
(8)
 
 
 
(9)
 
(10)
Calculated on the basis of 42,287,490 shares of common stock outstanding as of March 31, 2017, plus any additional shares of common stock that a stockholder has the right to acquire within 60 days after March 31, 2017.  Further the positions listed are as of the date of this Registration Statement and not as of March 31, 2017.  
 
Under his agreement with the Company, Dr Michel Aube received additional shares as compensation for his services and in connection with the acquisition of his company, BOE Its, Inc. and as of December 31, 2017 he held 268,500 shares or 0.594% of 45,339,009 outstanding.
 
Nickolas S. Tabraue was Chief Operating Officer from October 2015-March 2018 in addition to the other positions he held the positions listed are current as of the date of this Registration Statement. Mr. Tabraue receives 50,000 shares per quarter as part of his compensation package and as such as of December 17, 2017 he held 700,000  or 1.547 of 45, 339,009 shares outstanding after making a donation of 50,000 shares to the 501(c)3 organization Earth Science Foundation, Inc.
 
Steve Warm received additional shares as a director and as of December 31, 2017 holds 14,500 shares of 0.032% out of 45,339,009 shares issued and outstanding.
 
Gabriel Aviles was our chief Sales Officer from January, 2017 until February, 2018 and as of December 31, 2017 held 40,000 shares or 0.088% as of December 31, 2017 out of 45,339,009 shares issued and outstanding.
 
Each of the former officers and directors are listed because they served during the last two fiscal years. They are not currently serving as officers or directors or in any other capacity with the Company as of the date of the filing of this Registration Statement.
 
Majorca is owned 50/50 by Chad Curtis and AymanHadad and is controlled by its CEO John Morgan.
 
Great Lakes is owned and controlled by Dr. Isa Cherik.
   

 
 
- 27 -

 
The following table sets forth information known to us regarding the beneficial ownership of our Class A Preferred Stock as of March 31, 2017.
 
 
Title of Class
 
Name and address of
beneficial owner (1)(2)
 
Amount and nature
of beneficial
ownership
 
 
 
Percent of
Class
 
 
 
Class A Preferred Stock
 
Majorca Group, Ltd.
Trust Company Complex
Ajeltake Road, Ajeltake Island
Majuro, MH 96960 Marshall Islands
 
5,200,000
 
100%
 
 
 

 (1)
Except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all shares of Class "A" preferred common stock shown as beneficially owned by them, subject to community property laws where applicable and to the information contained in the footnotes to this table. Majorca is owned 50/50 by Chad Curtis and AymanHadad but is operated by its CEO John Morgan.
 
 (2)
Under SEC rules, a person is deemed to be the beneficial owner of shares that can be acquired by such person within 60 days upon the exercise of options or the settlement of other equity awards. 

 
Item 5. Directors and Executive Officers.

Our Board of Directors
 
The following table sets forth information regarding our current directors and each director nominee, as of March 31, 2017.
 
Name
 
Principal Occupation
 
Age
 
Director Since
Nickolas S. Tabraue
 
Director, Chairman of the Board
 
30
 
2015
Steve Warm
 
Director
 
76
 
2017
Gabriel Aviles
 
Director
 
29
 
2017

Our Executive Officers
 
We designate persons serving in the following positions as our named executive officers: our chief executive officer, chief financial officer. The following table sets forth information regarding our executive officers as of March 17, 2017.
 
Name
 
Principal Occupation
 
Age
 
Officer Since
Dr. Michel Aube
 
Chief Executive Officer
 
50
 
2016
Nickolas S. Tabraue
 
President and Secretary
 
30
 
2015
Gabriel Aviles
 
Chief Learning Officer
 
29
 
2017
Wendell Hecker
 
Chief Financial Officer
 
63
 
2018
Sergio Castillo
 
Chief Marketing Officer
 
35
 
2017
Jill Buzan
 
Chief Sales Officer
 
60
 
2018
Gagan Hunter
 
Chief Operating Officer
 
59
 
2018
Steve Warm
 
Chief Legal Counsel
 
76
 
2017
             
 
 
- 28 -

 
 
Each of Nickolas S. Tabraue, Gabriel Aviles and Steve Warm's biographical summaries are included under "Our Board of Directors."
 
Dr. Michel Aube . Dr. Aubι joined the Company when his company, BOE ITS, Inc. was acquired by the Company's subsidiary, Earth Science Pharmaceuticals, Inc.. He joined the Company as its Chief Executive Officer and Chief Science Officer in August 2016 and is responsible for the Company's research and development.  He has wide-ranging expertise in the life sciences. As a microbiologist he furthered his graduate studies at Laval University, earning a Master's degree in Cell Biology and Molecular Physiology as well as a PhD in Physiology-Endocrinology. In addition, he created and taught three postdoctoral courses in Immunology. His scientific research in Sexually Transmitted Infections (STIs), Cancer and Stem Cell biology has been published in several prestigious medical journals. Dr. Aubι has received a number of Awards for Excellence from the Network for environmental health research and childhood diseases.

Wendell Hecker. Mr. Hecker joined the Company as its Chief Financial Officer in February of 2018. He earned a Bachelor of Science in Accounting from New York University. Having spent more than 30 years at large corporations in New York and Florida, he brings to Earth Science Tech, extensive accounting experience. Hecker will ensure that the Company's accounting follows best practices, keeps up-to-date, and increases transparency with investors as sales continue to increase.

Sergio Castillo . Mr. Castillo joined the Company as its Chief Marketing Officer in January 2017. He moved to Miami when he was only 16, is a current marketing consultant for few firms including Cloud Accounting, La Familia Media, Fresh Press Miami, Goodlife Miami, as well as Abdon Entertainment. He started his first company in 2008 called "Goodlife Miami, LLC". In 2010, his second company was started named Fresh Press, LLC. His third company was founded in 2012, called La Familia Media, LLC. As the time passed, he's learned everything it takes to run the marketing for many successful companies, and how he takes his expertise into the field of medicinal marijuana. As the CMO of Earth Science Tech, Inc he is in a position to bring his experience to the new and fast moving industry that is developing around hemp.

Jill Buzan . Ms. Buzan joined the Company as its Chief Sales Officer in January 2018. She is an established veteran of the natural product sales industry, began her successful career as a sales rep and broker in Florida in 1995. She has pioneered many brands and helped them grow and become leaders in the industry including Gaia Herbs, Natural-Immunogenics and Sunwarrior. She loves taking outstanding products to market! Her passion since 1979 has been natural health and healing through food, supplements, exercise, lifestyle and helping others achieve their full potential on all levels, physically, emotionally, mentally and spiritually. Her sales strength and financial success comes from this passion and using an education based and consultative sales approach with her customers. Her intention with ETST is to create a dynamic group of sales individuals who, together, can make ETST the top-selling CDB company in the industry.

Gagan Hunter. Mr. Hunter joined the Company as its Chief Operating Officer in February of 2018. A graduate of Oaksterdam University, America's first primer cannabis college, University of Pittsburgh, and post graduate studies at the Temple University, Gagan Hunter is a holistic health specialist, cannabis & cannabinoid (CBD) educator. Mr. Hunter has 20 years of natural products industry experience in sales, marketing, and management, and 20 years teaching nutrition. His skills obtained through his 20 years in the industry are staff training, purchasing, customer service, inventory control, and financial management.

Former Officers and Directors.

Dr. Harvey Katz. (Dr. Katz served as a Director and CEO of the Company from April 2015 through May, 2015) Dr. Katz was educated at Loop City College, Loyola University, the University of Chicago, all in Chicago, Illinois and Stafford University .He majored in Business and Environmental Science. Dr. Katz has had articles published and lectured at the University of Florida Department Of Plastics, University of Nevada Las Vegas, Virginia Tech and others. Currently he is affiliated with the University of Texas-Center for ElectroMechanics. He was the Honorary Chairman of the Republican Committee in Florida while President Bush (43) was in office. He was asked and accepted an appointment to an economic committee and was honored with a presidential medal for his contributions to the party and country.  Dr. Katz represented Earth Science Tech as a member of the "International Cannabinoid Research Society (ICRS)," he was a member of Congressional Research Service, Society of Petroleum Engineers, American Chemical Society, and has been a member of other nonprofessional organizations such as Society of Military Engineers, Who's Who in America.
 
- 29 -

 

Thomas Wright, III.  (Mr. Wright Served as the Company's Chief Operations Officer and as a Director from May, 2015 through October, 2015) homas Hill Wright, III is a partner at the law firm Siegel Siegel & Wright, and heads up the civil litigation division. He has been a practicing attorney since 2001 Mr. Wright has experience handling a wide variety of legal matters including: family law, personal injury, corporate contractual matters, patent infringement, entertainment law, drug crimes, sex crimes, and chemical compliance matters. He studied mechanical engineering at both the Georgia Institute of Technology and the University of Miami. He then pursued both digital and analog recording arts at Miami-Dade Community College before transferring to Florida State University where he obtained degrees in both English and Business in 1994. He then worked as Editor I at the Florida House of Representatives before attending law school at Nova Southeastern University. In addition to studies in the United States, Mr. Wright attended law school through Notre Dame University in London, England, and through Hofstra University in Nice, France.

Matthew Cohen.   (Mr. Cohen served as the Company's Chief Operations Officer and as a Director from May 2015 through November 2015 as its Interim CFO from November 2015 through January 2016 and as Interim CEO, CFO and as a Director from January 2016 through October 2016) Mr. Cohen was appointed as an officer March 24, 2009 of Latitude Solutions, Inc. and to the board on April 30, 2010. He resigned July 3, 2012 from Latitude Solutions, Inc. Mr. Cohen formerly served as Chief Financial Officer of Cavit Sciences from July 2008 to June 2009; a publicly traded company, and has also been the Chief Executive Officer and Chief Financial Officer of Genio Group, Inc., from July 2004 to June 2006, a public company, as well as a member of its board of directors. Prior to these engagements, Mr. Cohen served as the Chief Financial Officer for several companies across a variety of industries including Sea Aerosupport, Inc. from June 2004 to July 2006, and Life Imaging Corporation from September 2002 to December 2003 a provider of diagnostic services and Interactive Technologies.com , Ltd., a publicly traded benefit and services company, where he continues today as a member of its board of directors. Mr. Cohen has a B.B.A. degree in Accounting from New Paltz State University, New York earned in 1980. Mr. Cohen was CFO for Kerr Utility, Inc. from 2013 to early 2015.

Joseph Pavlik .  (Mr. Pavlik served as the Company's Chief Marketing Officer, Chief Executive Officer and as a Director from October 2015 through January 2016.)  Mr. Joseph Pavlik is an industry veteran brought over 20 years of professional experience in the nutraceutical, dietary supplement and performance nutrition field to the Company. As an author, product development specialist and highly sought business consultant, Mr. Pavlik is well recognized and respected by his colleagues as one of the industry's foremost leading authorities on performance nutrition, health and wellness. Mr. Pavlik's expertise and reputation as an internationally renowned nutritional scientist showcases a proven record of success. Mr. Pavlik's science-based product innovations have positively influenced all health and wellness product categories globally including cognitive enhancement, anti-aging, sports performance, joint health and muscle repair and recovery. Prior to joining the Company, Mr. Pavlik had dedicated much of his time personally and professionally towards researching the vast health and performance benefits of CBD (Cannabidiol) as well as CBD (Cannabidiol) rich hemp oil.

Item 6. Executive Compensation.
 
Summary Compensation Table

Our primary objective for of our senior officer compensation is to attract, motivate and retain qualified officers to lead the Company in the pursuit of its business goals and combine strategic thinking, creative talent, and strict corporate governance in order to position the Company to capitalize on a wide variety of business opportunities without being limited by any single industry or platform.
 
Compensation for executive officers is based upon their individual employment contracts with such base salary and annual bonuses as may be determined by the Compensation Committee, from time to time, payable in accordance with the regular practices of the Company. We have not adopted an Option Plan as of the date of this Registration statement however we intend to adopt and equity based incentive plan in the future. Historically we have simply made grants of restricted common stock in lieu of qualified options.
 
 
- 30 -

 
The following table sets forth information concerning the compensation of our principal executive officer, our principal financial officer and each of our other executive officers during 2017 and 2016.

Name and Principal Position
 
Year
 
Salary ($)
 
Bonus ($)
 
Stock Awards ($)
 
Non-Equity Incentive Plan Compensation ($)
 
All Other Compensation ($)
 
Total ($)
Nickolas S. Tabraue,
 
 
2017
 
 
 
27,000.00
 
 
 
—
 
 
 
154,500.00
 
 
 
—
 
 
 
—
 
 
181,500.00
President, Secretary & Director
 
 
2016
 
 
 
86,500.00
 
 
 
—
 
 
 
240,500.00
 
 
 
—
 
 
 
—
 
 
327,000.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dr. Michel Aube,
 
 
2017
 
 
 
27,000
 
 
 
—
 
 
 
18,500.00
 
 
 
—
 
 
 
—
 
 
45,500
Chief Executive Officer
 
 
2016
 
 
 
36,000
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
 —
 
 
36,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Steve Warm, Esq.
 
 
2017
 
 
 
—
 
 
 
—
 
 
 
23,000.00
 
 
 
—
 
 
 
—
 
 
23,000.00
Director
 
 
2016
 
 
 
—
 
 
 
—
 
 
 
2,000.00
 
 
 
—
 
 
 
—
 
 
2,000.00
                                                     
Gabriel Aviles
   
2017
     
8,084.27
     
—
     
17,000.00
     
—
     
—
   
25,084.27
Chief Learning Officer & Director
   
2016
     
—
 
   
—
     
—
     
—
     
—
   
—
                                                     
Wendell Hecker
   
2017
     
—
 
   
—
     
—
     
—
     
—
   
—
Chief Financial Officer
   
2016
     
—
 
   
—
     
—
     
—
     
—
   
—
                                                     
Sergio Castillo
   
2017
     
1,875.00
 
   
—
     
—
     
—
     
—
   
1,875.00
Chief Marketing Officer
   
2016
     
—
 
   
—
     
—
     
—
       
—
 
—
                                                     
Jill Buzan
   
2017
     
—
 
   
—
     
—
     
—
       
—
 
—
Chief Sales Officer
   
2016
     
—
 
   
—
     
—
     
—
       
—
 
—
                                                     
Gagan Hunter
   
2017
     
—
 
   
—
     
—
     
—
       
—
 
—
Chief Operating Officer
   
2016
     
—
 
   
—
     
—
     
—
       
—
 
—
                                                     
Dr. Harvey Katz
   
2017
     
—
 
     
—
   
—
     
—
       
—
 
—
(former CEO)
   
2016
     
—
 
     
—
   
—
     
—
       
—
 
—
                                                     
Thomas Wright, III
   
2017
     
—
 
     
—
   
—
     
—
       
—
 
—
(former CEO and CFO)
   
2016
     
—
 
     
—
   
5,000.00
     
—
       
—
 
5,000.00
                                                     
Matthew Cohen
   
2017
     
76,171.09
       
—
   
25,000.00
     
—
       
—
 
101,171.09
(former COO, CEO and CFO)
   
2016
     
87,148.00
       
—
   
—
     
—
       
—
 
87,148.00
                                                     
Joseph Pavlik
   
2017
     
—
       
—
   
—
     
—
       
—
 
—
(former CEO and CMO)
   
2016
     
2,500.00
       
—
   
—
     
—
       
—
 
2,500
                                                     
- 31 -

 
Employment Agreements
 
Earth Science Tech, Inc. has or had employment agreements with the following persons with the following basic terms. Each employment agreement is for a term of one year (the the exception of Michel Aube's agreement being for a term of five years) and is renewable year to year. All employees are eligible for bonuses that may be paid in stock or cash.

Nickolas S. Tabraue started in 2015 at a base salary of $5,000 per month and 50,000 shares granted per quarter. This was changed to $6,000 per month in the first quarter of 2016 and then to $7,000 in the fourth quarter of 2016 and finally to $4,000 every two weeks in the second quarter of 2017.

Gabriel Aviles started in January 2017 on a commission basis with a $1,200 monthly travel allowance and a grant of 10,000 shares of common stock per quarter..

Wendell Hecker started in February 2018 at $2,500 per month with a grant of 10,000 shares of restricted common stock per quarter.
 
Sergio Castillo started in January 2017 at a base rate of $750 per month with no stock grants as part of the base compensation.

 Jill Bu started in February 2018 on a commission basis with a grant of 25,000 shares of restricted common stock per quarter.

Gagan Hunter started in March 2018 at a base rate of $4,500 per month which was raised to $6,000 per month in the second quarter of 2017 in addition he receives 10,000 shares of restricted common stock per quarter.

Dr. Michel Aube started in August 2016 at a base salary of $6,000 per month and 50,000 shares of restricted common stock granted per quarter.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
Earth Science Tech, Inc. has had no disagreements with its accountants on accounting and financial disclosure.
 
CERTAIN TRANSACTIONS
 
Other than as described herein, none of our directors or executive officers, nor any person who beneficially owns, directly or indirectly, shares carrying more than five percent of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in- laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction over the last two years or in any presently proposed transaction which, in either case, has or will materially affect us.
 
Item 7. Certain Relationships and Related Transactions.
 
For the year end, and for the last two completed fiscal years, the Company entered into one transaction with related persons in which the amount involved exceeded one percent of the average of the Company's total assets.

During 2014, a former stockholder provided funds to the Company evidenced by 8% uncollateralized notes payable due September 30, 2014. As of December 31, 2017 and March 31, 2017 and March 31, 2016, the Company had $59,558, $59,558 and $59,558, respectively of these notes payable which are in default. The Company is in current negotiations to extend the maturity of these notes for an additional 2 years. Interest expense for the nine months ended December 31, 2017 and the years ended March 31, 2017 and 2016, were $3,754, $4,773 and $7,765, respectively.
 
- 32 -

 

During the year ended March 31, 2015, $7,072,000 of consulting fees was paid by the Company to its majority stockholder Majorca Group, Ltd., in connection with services provided pursuant to a founder's agreement. These fees were paid through the issuance of the Company's preferred stock in prior periods. In addition under the founders agreement, Majorca is entitled to receive Effective May 1, 2015, the Company entered into a Product Development and Marketing Agreement with Majorca Group, Inc. ("Developer") a principal stockholder for cash compensation equal to 15% of certain net sales. Under the Agreement, the Company engaged Majorca to assist with the development and marketing of new product lines and to effect introductions of business prospects to the Company. This Agreement shall terminate on the 30th day of April, 2018 and is renewable for a second term of three years at the option of the Developer by 60-day notice to the Company prior to the expiration of the first term. There have been no commissions paid during the periods pursuant to this agreement.

During the nine months ended December 31, 2017 and 2016, the Company issued 100,000 and 300,000 common shares with a fair value of $67,000 and $356,000, respectively, to officers as compensation.
Item 8. Legal Proceedings.
 
The Company is engaged in a legal controversy in arbitration with a former supplier, Cromogen Biotechnology Corporation ("Cromogen"). Cromogen did not perform in accordance with its contract to supply high quality hemp oil to the Company on a consistent and timely manner. In accordance with the arbitration clause stipulated by the contract, in the arbitration proceeding, the Company filed a counterclaim and affirmative defenses to Cromogen's claims for damages. The Company also filed a legal action in the courts of Florida against Cromogen, its principals and related companies, wherein fraud is alleged in connection with Cromogen's representations regarding the formulation and quality of the hemp oil supplied. The legal action in the Florida courts has been stayed by court order. The arbitration, is pending in New York City, as agreed in the contract. Cromogen has alleged damages of a direct and consequential nature. The Company filed a counterclaim for damages sustained as a proximate result of Cromogen's deficient and defective performance. The Company made settlement offers to Cromogen, however, such offers have been rejected. Due to the arbitration administrator's rules, the arbitration proceeding has been on hiatus since the end of January 2016. As a result, no arbitration decision has been issued as of the date of this filing. Management had consulted with legal counsel and had recorded an estimated accrual based on what they believed was the probability of an arbitration award and legal fees against the Company as of December 31, 2015. However, subsequently after significant discussions among several of the Company's legal counsel, in particular on the topic of the strength of Cromogen's claims, lack of the arbitration panel's jurisdiction over certain aspects of the case and potential grounds for the appeal of an unfavorable arbitration award. Although generally there are relatively few ways that an arbitration award can be overturned by a court, our team of attorneys have identified, what they believe would be strong grounds for vacating an entire unfavorable award or a part of it, depending on the nature of any such award.  At this time the outcome is uncertain and speculative at best; as such on reconsideration, management did not feel it was appropriate to reserve contingencies.
 
On July 21, 2015 the Company filed a lawsuit in Palm Beach County, Florida, for a claim against its former CEO, Dr. Harvey Katz and his administrative assistant, asserting various counts such as Breach of Contract, Unjust Enrichment, Negligence, Conspiracy and Conversion. On November 9, 2015 the Company and the plaintiffs entered into a settlement agreement and the Company agreed to make a total payment of $31,000 to Dr. Katz and his administrative assistant. As part of the settlement agreement, 500,000 shares of the Company's common stock previously issued to the plaintiffs as compensation were returned to the Company and cancelled on February 4, 2016. The Company had an Employment Agreement with its former CEO which called for issuance of $50,000 worth of restricted common shares per quarter as compensation for his services which was terminated on May 10, 2015. As of December 31, 2015, accrued cost of legal proceeding includes $11,250 related to the remaining payment on this settlement.
 
In May of 2016, Earth Science Tech entered into a contract with Greenlink Software Services, LLC, aka Digital Exchange, as Earth Science Tech's merchant service processor.  In September of 2017, Digital Exchange closed their business and Earth Science moved to T1 Payments as their merchant processor.  As of September 2017, Digital Exchange owes Earth Science Tech $74,918.86 in undisbursed bank holds and sales. Currently, Earth Science Tech is in negotiations with Digital Exchange, and both parties' legal representatives in an attempt to resolve this matter. We are uncertain of the amount of monies that will be received.
 
 
- 33 -

 
Item 9. Market Price of, and Dividends on, the Registrant's Common Equity and Related Stockholder Matters.
 
(a) Market Information
 
Our common stock trades on the OTC PINK Exchange under the ticker symbol "ESTS." The following table sets forth, for the periods indicated, the high and low closing sales prices of our common stock:

2017
 
High
   
Low
 
Quarter Ended March 31, 2017
 
$
3.70
   
$
0.351
 
Quarter Ended December 31, 2016
 
$
0.805
   
$
0.30
 
Quarter Ended September 30, 2016
 
$
0.59
   
$
0.35
 
Quarter Ended June 30, 2016
 
$
0.90
   
$
0.436
 
 
               
2016
 
High
   
Low
 
Quarter Ended March 31, 2016
 
$
0.50
   
$
0.18
 
Quarter Ended December 31, 2015
 
$
2.50
   
$
0.285
 
Quarter Ended September 30, 2015
 
$
1.74
   
$
0.675
 
Quarter Ended June 30, 2015
 
$
1.85
   
$
0.78
 

(b) Holders

There were 113 record shareholders of record of the Company's Common Stock as of March 31, 2017; 127 record shareholders as of December 31, 2017 and 139 record shareholders as of March 31, 2018.  Our transfer agent lists these shareholders as "qualified" or "active" meaning that they are able to contact them.  As such there are approximately 65 additional shareholders listed as record holders who are not qualified or active and as such, at some point if the transfer agent continues to be unsuccessful in reaching them, their shares will escheat to their last known state of residence.

(c) Dividends
 
The Company has never declared or paid any cash dividends. It is the present policy of the Company to retain earnings to finance the growth and development of the business and, therefore, the Company does not anticipate paying dividends on its Common Stock in the foreseeable future.

(d) Equity Compensation Plan Information
The Company does not currently have an equity compensation plan but intends to adopt one in the future. In lieu of an equity compensation plan the Company has granted shares of restricted stock to its officers, directors and others for services periodically and as part of some of the officers' employment agreements.
Item 10. Recent Sales of Unregistered Securities.
 
During the Company's 2016 and 2017 fiscal years ending March 31 st the Company received proceeds from the sale of shares of its Common Stock of $334,031.00 and 853,878.00, respectively.  A total of 1,156,333 shares were sold during 2016 at a discount to the market price at an average price per share of $0.2888 per share, for prices ranging between $0.20 and $0.75 per share.  A total of 2,125,312 shares were sold during 2017 at a discount to the market prices at an average price per share of $0.4017 per share, for prices ranging between $0.20 and $1.50 per share. The shares sold and issued were shares of restricted Common Stock made in reliance upon the exemptions from registration provided by Section 4(2) of the Securities Act of 1933, and/or Rule 506 of Regulation D promulgated thereunder. The investors were "accredited investors" and/or "sophisticated investors" pursuant to Section 501(a) of the Securities Act, who provided the Company with representations, warranties and information concerning their qualifications as a "sophisticated investors" and/or "accredited investors." The Company provided and made available, to the investors, full information regarding its business and operations. There was no general solicitation in connection with the offers or sales of the restricted securities. The investors acquired the restricted common stock for their own accounts, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares so purchased cannot be sold unless pursuant to an effective registration statement by the Company, or by exemptions from registration requirements of Section 5 of the Securities Act—the existence of any such exemptions are subject to legal review and approval by the Company.
 
- 34 -

 
 
Item 11. Description of Registrant's Securities to be Registered.
 
DESCRIPTION OF SECURITIES
 
The authorized capital stock of Earth Science Tech, Inc. consists of 75,000,000 shares of Common Stock, $0.001 par value per share (the "Common Stock"), 5,200,000 shares of Class A Preferred stock ("Preferred A Stock"). As of March 31, 2017 there were 42,339,009 shares of Common Stock issued and outstanding. And 5,200,000 shares of Earth Science Tech, Inc. Class A Preferred Stock issued and outstanding. .
 
The following description of certain matters relating to Earth Science Tech securities is a summary and is qualified in its entirety by the provisions of Earth Science Tech, Inc. Articles of Incorporation, the Amendments to the Articles of Incorporation and Bylaws.
 
Preferred Stock
 
The Company initially Designated Ten Million (10,000,000) shares of Class A Preferred Stock, $0.001 par value, on June 6, 2014 by filing said designation with the Nevada Secretary of State (the "Preferred Stock"). The holders of shares of Preferred Stock are entitled to vote on all matters coming to a vote of the shareholders of the Company as a class. The Preferred Stock has the following rights and preferences (1) it ranks senior to all other classes of stock that may be designated after it; (2) a vote of the preferred shareholders is required prior to the increase of authorized stock or the designation of a class or series of preferred stock that would be senior to the Preferred Stock; (3) holders are not entitled to dividends; (4) the holders are entitled to anti-dilution rights such that additional shares shall be granted to the extent necessary to allow the holders of the Preferred stock to maintain their voting control; (5) the shares of Preferred Stock are convertible into shares of the Company's Common Stock on a one for one basis; (6) the holders of the Preferred Stock were entitled to ten (10) votes of common stock for each share held.  On July 3, 2017 the voting preferences were changed by filing of an amendment to the Certificate of Designation with the Nevada Secretary of State such that as a class, the holders of the issued and outstanding shares of Preferred Stock are entitled to vote have the number of votes equal to 52% of the total number of common stock votes (including the common votes of the Class A Preferred stock (which equals 7,904 (common shares outstanding). In addition the authorized Class A Preferred Shares were decreased to Five Million Two Hundred Thousand (5,200,000) (the number issued and outstanding.)  There are no shares of authorized undesignated preferred stock available for issuance.   .
Common Stock
 
The holders of our common stock are entitled to one vote per share on all matters submitted to a vote of our stockholders. The holders of the common stock have the sole right to vote, except as otherwise provided by law, by our articles of incorporation, or in a statement by our board of directors in a Preferred Stock Designation.
 
In addition, such holders are entitled to receive ratably such dividends, if any, as may be declared from time to time by our board of directors out of legally available funds, subject to the payment of preferential dividends or other restrictions on dividends contained in any Preferred Stock Designation, including, without limitation, the Preferred Stock Designation establishing a series of preferred stock described above. In the event of the dissolution, liquidation or winding up of Earth Science Tech, Inc., the holders of our common stock are entitled to share ratably in all assets remaining after payment of all our liabilities, subject to the preferential distribution rights granted to the holders of any series of our preferred stock in any Preferred Stock Designation, including, without limitation, the Preferred Stock Designation establishing a series of our preferred stock described above.

The holders of the common stock do not have cumulative voting rights or preemptive rights to acquire or subscribe for additional, unissued or treasury shares in accordance with the laws of the State of Nevada. Accordingly, excluding any voting rights granted to any series of our preferred stock, the holders of more than 50 percent of the issued and outstanding shares of the common stock voting for the election of directors can elect all of the directors if they choose to do so, and in such event, the holders of the remaining shares of the common stock voting for the election of the directors will be unable to elect any person or persons to the board of directors. All outstanding shares of the common stock are fully paid and nonassessable.
 
- 35 -

 
 
The laws of the State of Nevada provide that the affirmative vote of a majority of the holders of the outstanding shares of our common stock and any series of our preferred stock entitled to vote thereon is required to authorize any amendment to our articles of incorporation, any merger or consolidation of Earth Science Tech, Inc. with any corporation, or any liquidation or disposition of any substantial assets of Earth Science Tech, Inc..
 
Options
 
Earth Science Tech, Inc. has not issued any options or warrants to purchase shares of its common stock, although it plans to establish a qualified option plan at some point in the future.

Item 12. Indemnification of Directors and Officers.
 
Our articles provide to the fullest extent permitted by Nevada law, that our directors or officers shall not be personally liable to the Company or our stockholders for damages for breach of such director's or officer's fiduciary duty.  The effect of this provision of our articles is to eliminate our rights and the rights of our stockholders (through stockholders' derivative suits on behalf of the Company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute.  We believe that the indemnification provisions in our articles are necessary to attract and retain qualified persons as directors and officers.
 
Nevada corporate law provides that a corporation may indemnify a director, officer, employee or agent made a party to an action by reason of that fact that he was a director, officer employee or agent of the corporation or was serving at the request of the corporation against expenses actually and reasonably incurred by him in connection with such action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and with respect to any criminal action, had no reasonable cause to believe his conduct was unlawful.
 
Item 13. Financial Statements and Supplementary Data.
 
 The financial statements required to be included in this registration statement appear at the end of the registration statement beginning on page F-1. (see Item 15).
 
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
 
There are not and have not been any disagreements between us and our accountants on any matter of accounting principles, practices or financial statement disclosure.
Item 15. Financial Statements and Exhibits.
 
(a)
Financial Statements
 
See the financial statements annexed to this Registration Statement which financial statements are incorporated herein by reference.
 
(b)
Exhibits
 
See below.
 
 
 
- 36 -

 
The following documents are filed as exhibits hereto:
 
Exhibit Number
 
Exhibit Description
 
 
 
 
1.1
 
Articles of Incorporation
 
 
 
 
 
1.2
 
Amendment of Articles*
 
 
 
 
 
1.3
 
Bylaws of Earth Science Tech, Inc.*
 
 
 
 
 
23.1
 
Consent *
 
________________
*
Filed herewith.
 
 
 
- 37 -


 
SIGNATURES
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
 
EARTH SCIENCE TECH, INC.
 
 
By:
 
/s/ Nickolas S. Tabraue
 
 
Name: Nickolas S. Tabraue
Title: President and Director
Date: May 14, 2018
 
 
 
 
- 38 -

 

Table of Contents
 
Consolidated Financial Statements and Notes
 
 
   
Report of Independent Registered Public Accounting Firm
F-2
   
Balance Sheets as of December 31, 2017 (Unaudited), March 31, 2017 and March 31, 2016
F-3
   
Statements of Operations for the three and nine months ended December 31, 2017 and 2016 (Unaudited) and for the years ended March 31, 2017 and March 31, 2016-
F-4
   
Statements of Changes in Shareholders' Equity for the years ended March 31, 2017 and 2016
 
and for the nine months ended December 31, 2017 (Unaudited)
F -5
   
Statements of Cash Flows for the three and nine months ended December 31, 2017 (Unaudited) and for the years ended March 31, 2017 and March 31, 2016
F -6
   
Notes for the Financial Statements
F -7
 
 
F-1

 
 
Report of Independent Registered Public Accounting Firm
 
To the shareholders and the board of directors of Earth Science Tech, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Earth Science Tech, Inc. (the "Company") as of December 31, 2017 and 2016, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Substantial Doubt about the Company's Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/S/ BF Borgers CPA PC
BF Borgers CPA PC

We have served as the Company's auditor since 2017.
Lakewood, CO
May 14, 2018
 
 
 
F-2

 
 

EARTH SCIENCE TECH, INC. AND SUSIDIARIES
CONSOLIDATED BALANCE SHEETS
 
ASSETS
                 
   
December 31,
   
March 31,
   
March 31,
 
     
2,017
     
2,017
     
2,016
 
   
(Unaudited)
   
(Audited)
   
(Audited)
 
 Current Assets:
                       
 Cash
 
$
110,408
   
$
172,295
   
$
44,494
 
 Accounts Receivable (net of allowance $111,301, $23,959 and $0 respectively)
   
29,756
     
27,084
     
12,398
 
     Prepaid Expenses
                       
 Inventory
   
145,301
     
107,181
     
135,375
 
                         
 Total current assets
   
285,465
     
306,560
     
192,267
 
                         
 Property and equipment, net
   
53,916
     
60,573
     
68,462
 
                         
 Other Assets:
                       
 Patent, net
   
39,842
     
43,146
     
47,552
 
 Deposits
   
17,211
     
17,211
     
23,829
 
 Total other assets
   
57,053
     
60,357
     
71,381
 
                         
 Total Assets
   
396,434
     
427,490
     
332,110
 
                         
 LIABILITIES AND STOCKHOLDERS'S EQUITY
                       
 Current Liabilities:
                       
 Accounts payable
   
101,982
     
128,483
     
178,506
 
 Accrued expenses
   
15,354
     
6,600
     
-
 
 Accrued settlement
   
223,500
     
223,500
     
223,500
 
 Notes payable - related parties
   
59,558
     
59,558
     
59,558
 
 Total current liabilities
   
400,394
     
418,141
     
461,564
 
 Total liabilities
 
$
400,394
   
$
418,141
   
$
461,564
 
                         
 Commitments and contingencies
                       
                         
 Stockholders' (Deficit) Equity:
                       
 Convertible preferred stock with liquidation preference, par value of $0.001 pre share,10,000,000 shares authorized: 5,200,000 issued and outstanding
   
5,200
     
5,200
     
5,200
 
                         
 Common stock, par value $0.001 per share, 75,000,000 shares authorized; 42,287,499 and 39,420,662 shares issued and outstanding as of March 31, 2017 and March 31, 2016 respectively
   
45,289
     
42,287
     
39,421
 
 Additional paid-in capital
   
24,948,710
     
23,746,430
     
22,464,922
 
 Accumulated deficit
   
(25,003,159
)
   
(23,784,568
)
   
(22,638,997
)
 Total stockholders' (Deficit)Equity
   
(3,960
)
   
9,349
     
(129,454
)
 Total Liabilities and Stockholders' (Deficit) Equity
 
$
396,434
   
$
427,490
   
$
332,110
 
 
 
Please see the accompanying notes to the financial statements
 
F-3

 
 
 
EARTH SCIENCE TECH, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
             
    
For the Three Months Ended
 
    
December 31,
 
   
2017
   
2016
 
    
UNAUDITED
   
UNAUDITED
 
Revenue
 
$
100,891
   
$
109,191
 
Cost of revenues
   
54,497
     
50,450
 
Gross Profit
   
46,394
     
58,741
 
                 
Operating Expenses:
               
                 
Compensation - officers
   
24,000
     
36,319
 
Officer Compensation Stock
   
71,000
     
-
 
Employee Compensation Stock
   
14,200
     
-
 
Marketing
   
139,438
     
23,382
 
General and administrative
   
164,747
     
39,680
 
Bad Debt Expense
   
87.342
     
-
 
Professional fees
   
14,156
     
42,141
 
Cost of legal proceedings
   
63,211
     
-
 
Research and development
   
97,587
     
-
 
                  Total operating expenses
   
675,681
     
141,522
 
                 
Loss from operations
   
(629,287
)
   
(82,781
)
                 
Other Income (Expenses)
               
Interest expense
           
(9
)
Interest income
   
-
     
-
 
                 Total other income (expenses)
   
-
     
(9
)
                 
Net loss before income taxes
   
(629,287
)
   
(82,790
)
                 
Income taxes
   
-
     
-
 
                 
Net loss
 
$
(629,287
)
 
$
(82,790
)
                 
 
Please see the accompanying notes to the financial statements
 
F-4

 
 
EARTH SCIENCE TECH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
 
 
 
 
For the Nine Months
Ended December 31,
   
For the Years Ended March 31,
 
 
 
2017
   
2016
   
2017
   
2016
 
Revenue
 
$
291,403
   
$
332,560
   
$
428,199
   
$
469,446
 
Cost of revenues
   
148,125
     
168,130
     
243,813
     
341,913
 
Gross Profit
   
143,278
     
164,430
     
184,386
     
127,533
 
 
                               
Operating Expenses:
                               
Compensation - officers
   
73,500
     
207,319
     
150,448
     
139,648
 
Officer Compensation Stock
   
139,000
             
179,500
     
169,275
 
Marketing
   
219,984
     
47
     
77,857
     
49,370
 
General and administrative
   
590,106
     
225,329
     
797,059
     
401,192
 
Bad Debt Expense
   
87,342
     
-
                 
Professional fees
   
83,090
     
42,141
     
82,578
     
25,795
 
Cost of legal proceedings
   
67,506
             
38,528
     
560,394
 
Research and development
   
97,587
     
4,104
     
-
     
-
 
Total operating expenses
   
1,358,115
     
525,500
     
1,325,970
     
1,345,674
 
 
                               
Loss from operations
   
(1,214,837
)
   
(361,070
)
   
(1,141,584
)
   
(1,218,141
)
Other Income (Expenses)
                               
Interest expense
                               
 
   
(3,754
)
   
(2,391
)
   
(4,773
)
   
(4,765
)
Interest income
   
-
     
2
     
3
     
37
 
Total other income (expenses)
   
(3,754
)
   
(2,389
)
   
(4,770
)
   
(4,728
)
 
                               
Net loss before income taxes
   
(1,218,591
)
   
(363,459
)
   
(1,146,354
)
   
(1,222,869
)
 
                               
Income taxes
   
-
     
-
     
-
     
-
 
 
                               
Net loss
 
(1,218,591
)
 
(363,459
)
 
(1,146,354
)
 
(1,222,869
)
 
                               
Net loss per common share:
                               
Loss per common share - Basic and Diluted
 
(0.02
)
 
(0.01
)
 
(0.03
)
 
(0.03
)
 
 
Please see the accompanying notes to the financial statements
 
 
F-5

 
 
EARTH SCIENCE TECH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
                       
 
                       
 
 
For the Nine Months
ended December 31,
   
For the years ended
March 31,
 
 
 
2017
   
2016
   
2017
   
2016
 
Cash Flow From Operating Activities:
                       
Net loss
 
$
(1,218,591
)
 
$
(363,460
)
   
-1,146,354
   
$
(1,222,869
)
Adjustments to reconcile net loss to net cash from operating activities:
                               
Stock-based compensation
   
-
     
75,000
     
-
     
135,024
 
Depreciation and amortization
   
13,237
     
7,860
     
12,441
     
13,155
 
Changes in operating assets and liabilities:
                               
Increase/Decrease in deposits
   
-
     
6,618
     
6,618
     
(6,618
)
Increase/Decrease in prepaid expenses and other current assets
   
(47,801
)
   
8,656
     
1,004
     
89,220
 
Decrease(Increase) in inventory Increase in other assets
   
31,832
     
61,787
     
7,545
     
100,214
 
Increase in accrued settlement
           
(9,555
)
   
-
     
223,500
 
 
                   
-
         
Increase in accounts payable
   
(26,501
)
   
(43,664
)
   
(17,034
)
   
89,851
 
Increase in accounts receivable
           
(49,815
)
               
Net Cash Used in Operating Activities
   
(1,247,824
)
   
(306,573
)
   
(1,135,780
)
   
(578,523
)
 
                               
Investing Activities:
                               
Purchases of property and equipment
   
1,101
     
417
     
(146
)
   
(13,138
)
Patent expenditures
   
-
     
-
     
-
     
(21,098
)
Net Cash Used in Investing Activities
   
1,101
     
417
     
(146
)
   
(34,236
)
 
                               
Financing Activities:
                               
Proceeds from issuance of common stock
   
1,184,836
     
268,043
     
1,263,727
     
332,875
 
Proceeds from notes payable- related party
   
-
     
-
     
-
     
-
 
Repayment of advances from related party
   
-
     
-
     
-
     
-
 
Net Cash Provided by Financing Activities
   
1,184,836
     
268,043
     
1,263,727
     
332,875
 
 
                               
Net Decrease in Cash
   
(61,887
)
   
(38,113
)
   
127,801
     
(279,884
)
Cash - Beginning of year
   
172,295
     
52,825
     
44,494
     
324,378
 
Cash - End of year
 
$
110,408
   
$
14,712
   
$
172,295
   
$
44,494
 
 
 
 
 
F-6

 
 
EARTH SCIENCE TECH, INC. AND SUBSIDIARIES
 
 
 
 
 
Common Stock
   
Preferred Stock
   
Additonal Paid-In
   
Accumulated
       
Description
 
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Deficit
   
Total
 
Balance - March 31, 2015
 
$
38,504,829
   
$
38,505
   
$
5,200,000
   
$
5,200
   
$
21,954,939
   
$
(21,415,345
)
 
$
583,299
 
 
                                                       
Common stock issued for cash
   
1,156,333
     
1,156
                     
331,719
     
332,875
         
Common stock issued for services
   
259,500
     
260
                     
177,765
     
178,025
         
Common stock returned to company
   
(500,000
)
   
(500
)
                   
500
                 
Net loss