Earth Science Tech, Inc. - Quarter Report: 2014 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2014
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or
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission File Number: 000-55000
Earth Science Tech, Inc.
(Exact Name of Registrant as Specified in its Charter)
Nevada
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45-4267181
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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2255 Clades Road, Suite 324A
Boca Raton, Florida
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33431
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number including area code: (561) 988-8424
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [X]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Applicable Only to Corporate Issuers:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Class
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Outstanding as of September 30, 2014
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Common Stock, $0.001 par value
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37,405,331
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ULTIMATE NOVELTY SPORTS INC.
Page
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PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements.
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3
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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15
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
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18
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Item 4. Controls and Procedures.
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18
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PART II - OTHER INFORMATION
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Item 1. Legal Proceedings.
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19
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Item 1A. Risk Factors.
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19
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
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19
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Item 3. Defaults Upon Senior Securities.
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19
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Item 4. Mine Safety Disclosures.
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19
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Item 5. Other Information.
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20
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Item 6. Exhibits.
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20
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SIGNATURES
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21
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2
PART 1 – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ULTIMATE NOVELTY SPORTS INC.
September 30, 2014
(Unaudited)
Index to
Consolidated Financial Statements
Contents
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Page (s)
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Consolidated Balance Sheets at September 30, 2014 and March 31, 2014
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F-1
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Consolidated Statements of Operations for Three and Six Months Ended September 30, 2014 and 2013
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F-2
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Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2014 and 2013
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F-3
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Notes to the Consolidated Financial Statements
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F-4
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3
Sept 30,
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March 31,
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|||||||
2014
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2014
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Current Assets:
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Cash
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$ | 387,611 | $ | 376,704 | ||||
Prepaid expenses
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179,816 | 350,000 | ||||||
Inventory
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187,960 | - | ||||||
Deposits
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35,341 | 178,250 | ||||||
Total current assets
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790,728 | 904,954 | ||||||
Fixed Assets:
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||||||||
Equipment
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764 | - | ||||||
Software
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974 | - | ||||||
Total fixed assets
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1,738 | - | ||||||
Total Assets
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$ | 792,466 | $ | 904,954 |
LIABILITIES AND STOCKHOLDERS'S EQUITY
Current Liabilities:
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Accounts payable and accrued liabilities
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$ | 9,785 | $ | 745 | ||||
Credit card payable
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2,227 | - | ||||||
Due to related parties
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- | 166,511 | ||||||
Notes payable - related parties
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59,558 | 38,605 | ||||||
Total current liabilities
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71,570 | 205,861 | ||||||
Total liabilities
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71,570 | 205,861 | ||||||
Commitments and Contingencies
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Stockholders' Equity:
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Preferred shares, par value $0.001 per share,
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authorized 10,000,000 shares
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Common stock, par value $0.001 per share, 75,000,000
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shares authorized; 37,405,330 and 35,980,000 shares
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issued and outstanding as of September 30, 2014 and March 31,2014 respectively
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37,405 | 35,980 | ||||||
Additional paid-in capital
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13,766,129 | 12,932,004 | ||||||
Stock payable
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- | 376,500 | ||||||
Services receivable
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- | (12,500,000 | ) | |||||
Accumulated deficit
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(13,082,638 | ) | (145,391 | ) | ||||
Total stockholders' equity
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720,896 | 699,093 | ||||||
Total Liabilities and Stockholder's Equity
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$ | 792,466 | $ | 904,954 |
The accompanying notes to the consolidated financial statements are an integral part of these statements.
F-1
EARTH SCIENCE TECH, INC.
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CONSOLIDATED STATEMENTS OF OPERATIONS
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(Unaudited)
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Three Months
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Three Months
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Six Months
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Six Months
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Ended
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Ended
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Ended
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Ended
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September 30,
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September 30,
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September 30,
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September 30,
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2014
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2013
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2014
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2013
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Revenue
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$ | 6,600 | $ | - | $ | 6,600 | $ | 6,650 | ||||||||
Cost of Revenues
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4,582 | - | 4,582 | 900 | ||||||||||||
Gross Profit
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2,018 | - | 2,018 | 5,750 | ||||||||||||
Expenses:
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General and administrative:
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Automobile
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250 | - | 308 | - | ||||||||||||
Compensation - officers
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100,000 | 1,800 | 150,000 | 2,700 | ||||||||||||
Marketing
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88,605 | - | 176,105 | - | ||||||||||||
Other - general and administrative
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37,504 | 2,379 | 38,593 | 5,395 | ||||||||||||
Professional fees
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12,463 | 3,600 | 12,569,802 | 10,590 | ||||||||||||
Travel expense
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3,231 | - | 4,522 | - | ||||||||||||
Total operating expenses
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242,053 | 7,779 | 12,939,330 | 18,685 | ||||||||||||
Loss from operations
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(240,035 | ) | (7,779 | ) | (12,937,312 | ) | (12,935 | ) | ||||||||
Other (income) expenses
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Interest Income
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(39 | ) | - | (65 | ) | - | ||||||||||
Foreign currency transaction loss
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- | (2 | ) | - | 106 | |||||||||||
Total other (income) expenses, net
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(39 | ) | (2 | ) | (65 | ) | 106 | |||||||||
Net loss
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$ | (239,996 | ) | $ | (7,777 | ) | $ | (12,937,247 | ) | $ | (13,041 | ) | ||||
Loss per common share:
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Loss per common share - Basic
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$ | (0.01 | ) | $ | - | $ | (0.35 | ) | $ | - | ||||||
Weighted average common shares outstanding:
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Basic
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37,292,082 | 10,280,000 | 36,696,560 | 10,280,000 |
The accompanying notes to the consolidated financial statements are an integral part of these statements.
F-2
EARTH SCIENCE TECH, INC.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
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(Unaudited)
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Six Months
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Six Months
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Ended
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Ended
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September 30,
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September 30,
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2014
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2013
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Operating Activities:
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Net loss
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$ | (12,937,247 | ) | $ | (13,041 | ) | ||
Items not involving cash
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Stock-based compensation
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12,660,050 | - | ||||||
Changes in non-cash working capital:
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(Increase) in deposits
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(48,591 | ) | - | |||||
Decrease in prepaid expenses
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170,184 | - | ||||||
Decrease in inventory
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3,540 | |||||||
(Increase)/ decrease in accounts payable and credit card payable
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11,267 | (23,798 | ) | |||||
Net cash used in operating activities
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(140,797 | ) | (36,839 | ) | ||||
Investing Activities:
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Fixed asset purchases
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(1,738 | ) | - | |||||
Net cash used in investing activities
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(1,738 | ) | - | |||||
Financing Activities:
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Proceeds from cash issuances
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299,000 | - | ||||||
Proceeds from related parties
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- | 31,639 | ||||||
Repayment of related party advances
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(166,511 | ) | ||||||
Proceeds from loan payable-related parties
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20,953 | 564 | ||||||
Net cash provided by financing activities
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153,442 | 32,203 | ||||||
Net increase (decrease) in cash
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10,907 | (4,636 | ) | |||||
Cash - Beginning of period
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376,704 | 4,756 | ||||||
Cash - End of period
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$ | 387,611 | $ | 120 | ||||
Non Cash Financing and Investing Activities:
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Forgiveness of debt from stockholders and officers - accrued compensation
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$ | - | $ | 19,800 | ||||
Forgiveness of debt from stockholders and officers - advances and loan from stockholder
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$ | - | $ | 55,684 |
The accompanying notes to the consolidated financial statements are an integral part of these statements.
F-3
EARTH SCIENCE TECH, INC.
Notes to Consolidated Financial Statements
September 30, 2014
(Unaudited)
Note 1 – Organization and operations
Earth Science Tech, Inc.
Earth Science Tech, Inc. F/K/A Ultimate Novelty Sports, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on April 23, 2010. On March 6, 2014 the Board of Directors of the Company approved the name change from Ultimate Novelty Sports, Inc. to Earth Science Tech, Inc. EST is a unique biotechnology company focused on cutting edge nutraceuticals and bioceuticals designed to excel in industries such as health, wellness, nutrition, supplement, cosmetic and alternative medicine to improve the quality of life for consumers worldwide. EST is dedicated in providing natural alternatives to prescription medications that help improve common disorders and illnesses. EST is focused on delivering nutritional and dietary supplements that help with treating symptoms such as: chronic pain, joint pain, inflammation, seizures, high blood pressure, memory loss, depression, weight management, n ausea, aging and overall wellness. This may include products such as vitamins, minerals, herbs, botanicals, personal care products, homeopathics, functional foods, and other products. These products will be in various formulations and delivery forms including capsules, tablets, soft gels, chewables, liquids, creams, sprays, powders, and whole herbs. Although, the Company has generated revenues it has incurred operating expenses and expenses associated with implementation of its business plan resulting in net operating losses for the reported periods and accumulated deficit since inception. The Company is devoting substantially all of its efforts on generating revenues from consulting services and implementation of its business plan
On March 6, 2014, the Board of Directors of Earth Science Tech, Inc. (the “Company”) approved the name change from Ultimate Novelty Sports, Inc. to Earth Science Tech, Inc. The change in the name of the Company was approved by a majority vote of the Shareholders of the Company.
On May 28, 2014 the Financial Industry Regulatory Authority (“FINRA”) approved the name change of the Company to Earth Science Tech, Inc. as well as the new symbol change from UNOV to ETST.
Formation of Ultimate Novelty Sports (Canada) Inc.
On May 6, 2010, the Company formed a wholly owned subsidiary, Ultimate Novelty Sports Inc., an Ontario, Canada Corporation (“UNSI Canada”). UNSI Canada uses the U.S. Dollar as its reporting currency as well as its functional currency, however from time to time, UNSI Canada, incurs certain expenses in Canadian Dollars.
On October 30, 2013, the Company sold to Optimal, Inc., a Nevada corporation 100% of the capital stock of Ultimate Novelty Sports Inc., a corporation organized pursuant to the laws of the province of Ontario, Canada for $1.00.
Change in control
On October 29, 2013, pursuant to the terms of the Affiliate Stock Purchase Agreements (“Stock Purchase Agreements”) between Mrs. Larissa Zabelina, Mrs. Elena Mochkina and Doctor Issa El-Cheikh, Dr. Issa El-Cheikh purchased a combined total of 6,700,000 shares of the Company’s common stock from Mrs. Larissa Zabelina and Mrs. Elena Mochkina, former stockholders and officers of the Company, for cash consideration of $67,000. As a result of the transaction, Dr. Issa El-Cheikh became the Company’s largest stockholder with approximately 65.18% of the total issued and outstanding shares of stock.
7
Effective October 29, 2013, Mrs. Larissa Zabelina resigned as President and Chief Executive Officer of the Company and Mrs. Elena Mochkina resigned as Treasurer and Chief Financial Officer of the Company. Dr. Issa El-Cheikh was appointed as CEO, CFO, President, Secretary, Treasurer and Director of the Company.
As a result of the foregoing, there was a change in control of the Company on October 29, 2013.
On March 31, 2014 the Company issued 25 million shares to Majorca Group, LTD. See Note 5 below for details. As a result of the foregoing, there was a change in control of the Company on March 31, 2014.
Note 2 – Summary of significant accounting policies
Basis of presentation
The Company’s accounting policies used in the presentation of the accompanying consolidated financial statements conform to accounting principles generally accepted in the United States of America (“US GAAP”) and have been consistently applied.
Principles of consolidation
The accompanying consolidated financial statements include all of the accounts of the Company as of September 30, 2014 and 2013. UNSI Canada, its wholly owned subsidiary is included as of September 30, 2013, as there was disposition of assets on October 30, 2013.
All intercompany balances and transactions have been eliminated on consolidation.
Use of estimates and assumptions
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
The Company’s significant estimates and assumptions include the fair value of financial instruments; the carrying value, recoverability and impairment, if any, of long-lived assets, including the values assigned to and the estimated useful lives of computer equipment; income tax rate, income tax provision and valuation allowance of deferred tax assets; and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.
Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.
Fair value of financial instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
8
Level 1
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Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
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Level 2
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Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
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Level 3
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Pricing inputs that are generally observable inputs and not corroborated by market data.
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Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, deposits, accounts payable and accrued expenses approximate their fair value because of the short maturity of those instruments.
Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.
It is not however practical to determine the fair value of advances from stockholders due to their related party nature.
Carrying value, recoverability and impairment of long-lived assets
The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include office equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.
The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.
9
The impairment charges, if any, is included in operating expenses in the accompanying consolidated statements of income and comprehensive income (loss).
Fiscal year end
The Company elected March 31 as its fiscal year end date.
Cash and cash equivalents
The Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents.
Accounts receivable and allowance for doubtful accounts
Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company follows paragraph 310-10-50-9 of the FASB Accounting Standards Codification to estimate the allowance for doubtful accounts. The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and economic conditions.
Outstanding account balances are reviewed individually for collectability. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Bad debt expense is included in general and administrative expenses, if any. Pursuant to paragraph 310-10-50-2 of the FASB Accounting Standards Codification account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company has adopted paragraph 310-10-50-6 of the FASB Accounting Standards Codification and determine when receivables are past due or delinquent based on how recently payments have been received.
At September 30, 2014 there was no allowance for doubtful accounts. The Company does not have any off-balance-sheet credit exposure to its customers.
Related parties
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
Commitments and contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of Judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
10
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s buhsiness, financial position, and results of operations or cash flows.
Revenue recognition
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
The Company derives its revenues from sales contracts with its customer with revenues being generated upon rendering of services. Persuasive evidence of an arrangement is demonstrated via invoice; service is considered provided when the service is delivered to the customers; and the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive.
Foreign currency transactions
The Company applies the guidelines as set out in Section 830-20-35 of the FASB Accounting Standards Codification (“Section 830-20-35”) for foreign currency transactions. UNSI Canada uses the U.S. Dollar as its reporting currency as well as its functional currency, however from time to time, UNSI Canada, had incurred certain expenses in Canadian Dollars.
Assets and liabilities denominated in a foreign currency are translated into US dollar reporting currency at the exchange rate in effect at the balance sheet date and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses are included in other comprehensive income (loss).
Income taxes
The Company follows ASC Topic 740 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.
11
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.
The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As of September 30, 2014, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company.
The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.
The Company classifies tax-related penalties and net interest as income tax expense. As of September 30, 2014, no income tax expense has been incurred.
Net income (loss) per common share
The Company follows ASC Topic 260 to account for earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.
There were no potentially dilutive shares outstanding as of September 30, 2014.
Cash flows reporting
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.
Subsequent events
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company evaluates subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.
Recently issued accounting pronouncements
We have reviewed all new accounting pronouncements and, except as set forth below, do not expect any new pronouncements or guidance to have an impact on our results of operations or financial position:
12
We have elected to adopt FASB Accounting Standards Update No. 2014-10, which amends Topic 915 of the FASB Accounting Standards Codification to remove the financial reporting distinction between exploration stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for exploration stage entities to (1) present inception-to-date information in the statements of income, cash flows, and stockholder’s equity (deficit), (2) label the financial statements as those of a exploration stage entity, (3) disclose a description of the exploration stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a exploration stage entity that in prior years it had been in the exploration stage. Although we do not expect this pronouncement to affect our actual results of operations or financial position, it will affect the presentation of our financial statements, in that inception-to-date information will not be presented in our statements of operations, cash flows, or stockholder’s equity (deficit).
Note 3 – Going concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit at September 30, 2014, a net loss and net cash used in operating activities for the fiscal period then ended.
While the Company is attempting to generate sufficient revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate sufficient revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.
The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Note 4 – Related party transactions
Consulting services from President and Chief Financial Officer
On April 15, 2014 the Company entered into an Employment Agreement with its Chief Executive Officer Harvey Katz. The Agreement calls for issuance of 100,000 restricted common shares per quarter with the price of the stock relating back to the price of stock at the time the contract was entered into. During the six months ended September 30, 2014, the company issued 200,000 restricted shares of common stock valued at $0.75 per share under the said employment agreement.
Advances and loan payable from Former Stockholders
During the six months ended September 30, 2014, a related party of the Company provided $20,953 in loans to the Company. The loans are payable on September 30, 2014, are unsecured and bear interest at 8%. The loans outstanding as at September 30, 2014 and March 31, 2014 were $59,558 and $38,605 respectively.
Note 5 – Stockholders’ equity (deficit)
Shares authorized
Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is seventy-five million (75,000,000) shares of common stock, par value $.001 per share.
13
Common stock
On September 20, 2010, the Company sold 6,700,000 shares of its common stock at par to its directors for $6,700 in cash.
Effective March 24, 2014 25,000,000 shares were issued to Majorca Group Ltd. for services to be received as described in a Founder Agreement between the Company and Majorca Group Ltd. The term of the agreement is for one year and shall continue on a month to month basis until terminated by either party with a notice of thirty days. The Founder agrees to render services to Company in product development including idea generation, performing and designing formulations for products to be used in the health and nutrition market as well as marketing and sales of products to distributors and retailers. Effective March 17, 2014 Company issued 700,000 shares to Royal Palm Consulting Service, LLC for services to be rendered as described in a Consulting Agreement between the Company and Royal Palm Consulting Service, LLC. The agreement shall terminate on March 17, 2015. The Consultant agrees to serve as a consultant to assist the Company with bona fide consulting services in general corporate activities including not limited to the following areas. Business Development, Strategies and Planning as well as Research venues for product advertisement, Identify strategic partners and retail client development. All these shares were valued at $0.50 per share, being the cash price of immediately preceding share issuance to un-related parties.
During the year ended March 31, 2013, the Company’s Registration Statement on the Form S-1/A filed with the Securities and Exchange Commission was declared effective. The Company has sold 3,580,000 common shares at $0.01 per share for total proceeds of $35,800 pursuant to this Registration Statement.
During the year ended March 31, 2014, the Company had sold 753,000 common shares at $0.50 per share for total proceeds of $376,500. Since the shares were not issued as at March 31, 2014, they were shown under stock payable. All these shares were issued during the quarter ended June 30, 2014.
During the six months ended September 30, 2014, the Company had sold 474,660 common shares for cash at $0.50 to $.75 per share for total proceeds of $299,000. The Company also issued 950,670 shares for services.
Preferred Stock
On June 6, 2014 the Company filed with the State of Nevada Articles of Amendment creating a Preferred A class of stock with 10,000,000 Preferred A shares having a par value of $0.001 per share.
On June 6, 2014 the Company filed with the State of Nevada a Certificate of Designation for the 10,000,000 Preferred A shares.
Note 6 – Subsequent events
On October 20, 2014, Earth Science Tech, Inc. entered into a Assignment of Patent Application with Wei R. Chen for assignment of a patent pending under Application number 62061577 entitled “Cannabidols Composition and Uses Thereof.” Earth Science Tech, Inc. intends to invest upwards of $600,000.00 in order to secure and develop multiple patents and conduct clinical trials of the Cannabidol Compounds.
Results of Operations
Total operating costs for the six months ended September 30, 2014 were at a higher level to the total operating costs for the six months ended September 30, 2013. During the quarter ended September 30, 2014 we worked on more projects compared to the same period in our fiscal 2013. As a result we have incurred an increase in professional fees and other operating costs.
14
On April 15, 2014 the Company entered into an Employment Agreement with its Chief Executive Officer Harvey Katz. The Agreement calls for issuance of 100,000 restricted common shares per quarter with the price of the stock relating back to the price of stock at the time the contract was entered into. During the six months ended September 30, 2014, the company issued 200,000 restricted shares of common stock valued at $0.75 per share under the said employment agreement.
Other expenses represent bank charges, office expenses, rent and filing fees.
Liquidity and Capital Resources
Cash Flows
The table below, for the periods indicated, provides selected cash flow information:
Six Months
Ended
September 30,
2014
|
Six Months
Ended
September 30,
2013
|
|||||||
Cash used in operating activities
|
$ | (140,797 | ) | $ | (36,839 | ) | ||
Cash used in investing activities
|
$ | (1,738 | ) | $ | - | |||
Cash provided by financing activities
|
$ | 153,442 | $ | 32,203 | ||||
Net increase (decrease) in cash
|
$ | 10,907 | $ | (4,636 | ) |
Cash Flows from Operating Activities
Our cash used in operating activities of $140,797 for the six months ended September 30, 2014 was primarily the result of decrease in prepaid expenses and Stock-based compensation.
Cash Flows from Investing Activities
Our cash used in investing activities of $1,738 for the six months ended September 30, 2014 was primarily the result of purchase of accounting software, equipment.
Cash Flows from Financing Activities
Our cash provided by financing activities of $153,442for the six months ended September 30, 2014 was primarily the result of common stock issued for cash $299,000,proceeds from notes payable related parties of $20,953 and repayment of related party advances of $166,511.
Note 7-Reclassification
Certain amounts in the Balance sheet as at March 31, 2014 have been reclassified to be consistent with the current year presentation. Services receivable, previously included in Equity is now stated separately as Prepaid under assets in the Balance sheets as at March 31, 2014. The reclassification had no impact on the Company’s financial condition, results of operations or cash flows.
15
Forward-Looking Statements and Associated Risks.
The following discussion should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements contained in the MD&A are forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in other sections of this Quarterly Report on Form 10-Q.
Our Business
Earth Science Tech, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on April 23, 2010. The Company provides consulting services to the athletic facilities industry. On March 6, 2014 the Board of Directors of the Company approved the name change from Ultimate Novelty Sports, Inc. to Earth Science Tech, Inc. EST is a unique biotechnology company focused on cutting edge nutraceuticals and bioceuticals designed to excel in industries such as health, wellness, nutrition, supplement, cosmetic and alternative medicine to improve the quality of life for consumers worldwide. EST is dedicated in providing natural alternatives to prescription medications that help improve common disorders and illnesses. EST is focused on delivering nutritional and dietary supplements that help with treating symptoms such as: chronic pain, joint pain, inflammation, seizures, high blood pressure, memory loss, depression, weight management, nausea, aging and overall wellness. This may include products such as vitamins, minerals, herbs, botanicals, personal care products, homeopathics, functional foods, and other products. These products will be in various formulations and delivery forms including capsules, tablets, soft gels, chewables, liquids, creams, sprays, powders, and whole herbs. Although, the Company has generated revenues it has incurred operating expenses and expenses associated with implementation of its business plan resulting in net operating losses for the reported periods and accumulated deficit since inception. The Company is devoting substantially all of its efforts on generating revenues from consulting services and implementation of its business plan.
Our current services include:
Business Model and Management Analysis
EST is a unique biotechnology company focused on cutting edge nutraceuticals and bioceuticals designed to excel in industries such as health, wellness, nutrition, supplement, cosmetic and alternative medicine to improve the quality of life for consumers worldwide. EST is dedicated in providing natural alternatives to prescription medications that help improve common disorders and illnesses. EST is focused on delivering nutritional and dietary supplements that help with treating symptoms such as: chronic pain, joint pain, inflammation, seizures, high blood pressure, memory loss, depression, weight management, nausea, aging and overall wellness. This may include products such as vitamins, minerals, herbs, botanicals, personal care products, homeopathics, functional foods, and other products. These products will be in various formulations and delivery forms including capsules, tablets, soft gels, chewables, liquids, creams, sprays, powders, and whole herbs.
Marketing Services
Marketing nutraceuticals and bioceuticals correctly and effectively is one of the most important ways to increase revenue and attract new clients. Our Customer acquisition, however, revolves around our ability to provide unique products to the market in the form of capsules, tablets, soft gels, chewables, liquids, creams, sprays, powders, and whole herbs.
We also provide a number of marketing services to suit our customers’ marketing budget. Our services include direct marketing, search engine optimization, public relations, email marketing, social media marketing and development of referral programs.
16
Our common stock has been quoted on the OTC Bulletin Board since August 29, 2012, under the symbol “UNOV”. It is DTC eligible effective October 4, 2012.
On March 6, 2014, the Board of Directors of Ultimate Novelty Sports, Inc. (the”Company”) approved the name change from Ultimate Novelty Sports, Inc. to Earth Science Tech, Inc. The change in the name of the Company was approved by a majority vote of the Shareholders of the Company.
On May 28, 2014 the Financial Industry Regulatory Authority (“FINRA”) approved the name change of the Company to Earth Science Tech, Inc. as well as the new symbol change from UNOV to ETST.
Results of Operations
For the Three Months ended September 30, 2014 compared to the Three Months ended September 30, 2013
Revenue
The Company’s gross revenue for the three months ended September 30, 2014, was $6,600, compared to $0, for the same period in the Company’s fiscal 2013. Cost of revenues for the three months ended September 30, 2014 was $4,582 compared to $0 for the same three month period ended September 30, 2014 which resulted in a gross profit of $2,018 for the period ended September 30, 2014.
Operating Costs and Expenses
Total operating costs for the three months ended September 30, 2014 were $242,053 compared to only $7,779 for the period were at a higher level to the total operating costs for the three months ended September 30, 2013. The higher operating costs were the result of an expansion in the Company’s activities associated with marketing activities and officer compensation. During the quarter ended September 30, 2014 we worked on more projects compared to the same period in our fiscal 2013. As a result we have incurred an increase in professional fees and other operating costs.
For the Six Months ended September 30, 2014 compared to the Six Months ended September 30, 2013
All significant intercompany balances and transactions have been eliminated on consolidation.
Revenue
Our gross revenue for the six months ended September 30, 2014, was $6,600, compared to $6,650, for the same period in our fiscal 2013. Our cost of revenues for the same period ended September 30, 2014, was $4,582 (September 30, 2013: $900) resulting in a gross profit of $2,018 for September 30, 2014 (September 30, 2013: $5,750).
Operating Costs and Expenses
The major components of our expenses for the six months ended September 30, 2014 and 2013 are outlined in the table below:
Six Months
Ended
September 30,
2014
|
Six Months
Ended
September 30,
2013
|
|||||||
Professional fees
|
$ | 12,569,802 | $ | 10,590 | ||||
Marketing
|
176,105 | - | ||||||
Officer compensation
|
150,000 | 2,700 | ||||||
Other
|
38,593 | 5,395 | ||||||
Travel expense
|
4,522 | - | ||||||
$ | 12,939,022 | $ | 18,685 |
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Total operating costs for the six months ended September 30, 2014 were at a higher level to the total operating costs for the six months ended September 30, 2013. However, during the six months ended September 30, 2014 we experienced $0 expenses in salaries, officer compensation, and advertising and in other general and administrative cost of $1,147 compared to $3,016 for the period ended June 30, 2013. During the quarter ended September 30, 2014 we worked on more projects compared to the same period in our fiscal 2013. As a result we have incurred an increase in professional fees and other operating costs.
On April 15, 2014 the Company entered into an Employment Agreement with its Chief Executive Officer Harvey Katz. The Agreement calls for issuance of 100,000 restricted common shares per quarter with the price of the stock relating back to the price of stock at the time the contract was entered into. The President of the Company provides management consulting services to the Company. During the six months ended September 30, 2014, the Company incurred $0 in management consulting services (June 30, 2013: $0).
Other expenses represent bank charges, office expenses, rent and filing fees.
Liquidity and Capital Resources
Working Capital
|
September 30,
2014
|
March 31,
2014
|
||||||
Current Assets
|
$ | 790,728 | $ | 904,954 | ||||
Current Liabilities
|
$ | (71,570 | ) | $ | (205,861 | ) | ||
Working Capital
|
$ | 719,158 | $ | 699,093 |
Cash Flows
The table below, for the periods indicated, provides selected cash flow information:
Six Months
Ended
September 30,
2014
|
Six Months
Ended
September 30,
2013
|
|||||||
Cash used in operating activities
|
$ | (307,308 | ) | $ | (36,839 | ) | ||
Cash used in investing activities
|
$ | (1,738 | ) | $ | - | |||
Cash provided by financing activities
|
$ | 319,953 | $ | 32,203 | ||||
Net increase (decrease) in cash
|
$ | 10,907 | $ | (4,636 | ) |
Cash Flows from Operating Activities
Our cash used in operating activities of $307,295 for the six months ended September 30, 2014 was primarily the result of repayment of advances from related parties and Stock-based compensation services from Majorca Group Ltd.
Cash Flows from Investing Activities
Our cash used in investing activities of $1,738 for the six months ended September 30, 2014 was primarily the result of purchase of accounting software, equipment.
18
Cash Flows from Financing Activities
Our cash provided by financing activities of $319,940 for the six months ended September 30, 2014 was primarily the result of common stock issued for stock $299,000 and proceeds from notes payable related parties of $20,953.
Future Financings
We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing.
Recent Accounting Pronouncements
See Note 2 to the Financial Statements.
Off Balance Sheet Arrangements
As of September 30, 2014, we did not have any significant off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective due to the company’s failure to properly value stock transactions. The material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.
Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Currently we are not involved in any pending litigation or legal proceeding.
ITEM 1A. RISK FACTORS.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On August 27, 2014 the Company issued 2,000 common shares to Wei R. Chen as partial compensation for an Assignment of Patents. This issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
On July 3, 2014 the Company issued 66,000 common shares to Jeffery K. Ehrhart and Kathryn Ehrhart. This issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
On July 3, 2014 the Company issued 40,000 common shares to Chad Georgeson and Cynthia Georgeson. This issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
On August 7, 2014 the Company issued 5,000 common shares to Chris Gingold. This issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
On August 7, 2014 the Company issued 2,000 common shares to Aura Gomez. This issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
On September 19, 2014 the Company issued 100,000 common shares to the Claudia Iovino Revocable Trust. This issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
On August 27, 2014 the Company issued 100,000 common shares to Harvey Katz. This issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
On August 7, 2014 the Company issued 3,000 common shares to Joseph Manno. This issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
On August 7, 2014 the Company issued 95,000 common shares to Paradise Capital Group. This issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
On August 15, 2014 the Company issued 1,000 common shares to Spencer Siegel. This issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
On July 03, 2014 the Company issued 2,500 common shares to Steven Warm. This issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
On August 15, 2014 the Company issued 1,000 common shares to Thomas Wright. This issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
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ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS
The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:
EXHIBIT
NUMBER
|
DESCRIPTION |
3.1
|
Articles of Incorporation. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on February 1, 2012.
|
3.2
|
Bylaws. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on February 1, 2012.
|
4.2
|
Subscription Agreement. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on February 1, 2012.
|
10.1
|
Promissory Note, President. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on May 24, 2012.
|
10.2
|
Consulting Agreement, C.E.O. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on May 24, 2012.
|
10.3
|
Consulting Agreement, C.F.O. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on May 24, 2012.
|
31.1
|
Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
|
31.2
|
Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
32.1
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
32.2
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
101.INS
|
XBRL Instance Document **
|
101.SCH
|
XBRL Taxonomy Extension Schema Document **
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document **
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document **
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document **
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document **
|
*
|
Filed herewith.
|
**
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
|
21
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 18, 2014
|
ULTIMATE NOVELTY SPORTS INC. | |
By:
|
/s/ Harvey Katz
|
|
Harvey Katz
|
||
President, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer, Secretary, Treasurer and Director
|
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of Ultimate Novelty Sports Inc. and in the capacities and on the dates indicated.
SIGNATURES
|
TITLE
|
DATE
|
||
/s/ Harvey Katz
|
President, C.E.O., C.F.O., Secretary,
|
November 18, 2014
|
||
Harvey Katz
|
Treasurer and Director |
22