UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
Amendment
No. 2
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended March 31, 2019
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission
File No.000 - 55000
EARTH
SCIENCE TECH, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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80-0961484
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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8000
NW 31
st
Street, Unit 19
Doral,
FL 33122, USA
(Address
of principal executive offices, zip code)
(305)
615-2118
(Registrant’s
telephone number, including area code)
(Former
name, former address and former fiscal year,
if
changed since last report)
Securities
registered pursuant to Section 12(g) of the Act:
Common
Stock $.001 par value
(Title
of class)
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None
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None
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None
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Indicate
by check mark whether the issuer (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 every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit 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” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (check one):
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Large
accelerated filer
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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[X]
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Smaller
reporting company
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[X]
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Emerging
Growth Company
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[ ]
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Indicate
by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act):
Yes
[ ] No [X]
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes
[ ] No [X]
APPLICABLE
ONLY TO CORPORATE ISSUERS
The
number of shares of Common Stock, $0.001 par value, outstanding on July 5, 2019 was 52,160,400.
Explanatory
Note
This Amendment No. 2 on Form 10-K/A (this
“Amendment No. 2”) amends Earth Science Tech, Inc.’s (the “Company”) Annual Report on Form 10-K
for the fiscal year ended March 31, 2019 (the “Form 10-K”), as filed with the United States Securities and Exchange
Commission on July 1, 2019 and Amendment No. 1 to the Form 10-K filed with the United States Securities and Exchange Commission
on July 8, 2019 (“Amendment No. 1”) and is being filed to revise Part II, Item 9A. “Controls and Procedures”
in response to a comment received from the staff of the Securities and Exchange Commission’s Division of Corporation Finance.
This Amendment No. 2 amends and restates in its entirety Part II, Item 9A of Amendment No. 1. Except as stated above, this Amendment
No. 2 does not reflect events occurring after Amendment No. 1 and does not modify or update in any way the disclosures
contained in Amendment No. 1. Accordingly, this Amendment No.2 should be read in conjunction with Amendment No. 1 and
the Original Filing.
As
required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer
and principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof.
ITEM
9A. CONTORLS AND PROCEDURES
EVALUATION
OF DISCLOSURE CONTROLS & PROCEDURES
(a)
Evaluation of Disclosure and Control Procedures
Based
on their evaluation as of the end of the period covered by this Annual Report on Form 10-K/A, our principal executive officer
and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act) are not effective to ensure that information required to be disclosed by us in report that we
file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
U.S. Securities and Exchange Commission’s rules and forms and to ensure that information required to be disclosed by us
in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our
chief executive officer, as appropriate to allow timely decisions regarding required disclosure.
(b)
Management’s Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control
over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a
process designed by, or under the supervision of, the Company’s principal executive and financial officer and effected by
the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles and includes those policies and procedures that:
●
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions
of the assets of the Company;
●
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance
with authorizations of management and directors of the Company; and
●
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s
assets that could have a material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The
Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of March
31, 2019. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission 1992 (“COSO”) in Internal Control-Integrated Framework. The COSO framework
is based upon five integrated components of control: control environment, risk assessment, control activities, information and
communications and ongoing monitoring.
Based
on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal
executive officer and principal financial officer has concluded that the Company’s internal control over financial reporting
as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of March 31, 2019 (the “Evaluation
Date”), to ensure that information required to be disclosed by the Company in reports that it files or submits under the
Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange
Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive
officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Each of the following
is deemed a material weakness in our internal control over financial reporting:
●
Limited or no segregation of duties and lack of multiple levels of supervision and review.
●
No independent directors.
●
Ineffective controls over financial reporting.
●
Lack of controls over authorization related party transactions.
Management
believes that the material weaknesses set forth in the four items above did not have an effect on our financial results. However,
management believes that the lack of a functioning audit committee results in ineffective oversight in the establishment and monitoring
of required internal controls and procedures, which could result in a material misstatement in our financial statements in future
periods.
Management’s
Remediation Initiatives
In
an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to
initiate the following series of measures once we have the financial resources to do so:
We
expect to create a position to segregate duties consistent with control objectives and will increase our personnel resources and
technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more
outside directors to an audit committee resulting in a fully functioning audit committee, which will undertake the oversight in
the establishment and monitoring of required internal controls and procedures, such as reviewing and approving estimates and assumptions
made by management when funds are available to us.
Management
believes that the appointment of outside directors to a fully functioning audit committee, would remedy the lack of a functioning
audit committee.
(c)
Changes in Internal Control Over Financial Reporting
There
were no changes in our internal controls over financial reporting that occurred during the period covered by this report, which
were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the
Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
This
Annual Report does not include an attestation report of the Company’s registered independent public accounting firm regarding
internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent
registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report
in this Annual Report.
Item
15. Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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RECEIVER
FOR EARTH SCIENCE TECH, INC.
CASE
NO. A-18-784952-C
STRONGBOW
ADVISORS, INC.
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Dated:
July 22, 2019
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By:
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/s/
Robert Stevens
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Robert
Stevens
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Its:
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Court
Appointed Receiver
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EARTH
SCIENCE TECH, INC
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Dated:
July 22, 2019
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By:
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/s/
Nickolas S. Tabraue
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Nickolas
S. Tabraue, under the supervision and direction of Robert Stevens and Strongbow Advisors, Inc., receiver for Earth Science
Tech, Inc. Case No. A-18-784952-C
|
|
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Its:
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President,
Director, & Chairman (Principal Executive Officer)
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EARTH
SCIENCE TECH, INC
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Dated:
July 22, 2019
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By:
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/s/
Wendell Hecker
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Wendell
Hecker, under the supervision
and
direction of Robert Stevens and Strongbow
Advisors,
Inc., receiver for Earth Science Tech, Inc.
Case
No. A-18-784952-C
|
|
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Its:
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Principal
Financial Officer and Principal Accounting Officer)
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EARTH
SCIENCE TECH, INC.
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Dated:
July 22, 2019
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By:
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/s/
Gagan Hunter
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Gagan
Hunter, under the supervision
and
direction of Robert Stevens and Strongbow
Advisors,
Inc., receiver for Earth Science Tech, Inc.
Case
No. A-18-784952-C
|
|
|
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Director
& Chief Operating Officer
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EARTH
SCIENCE TECH, INC.
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Dated:
July 22, 2019
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By:
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/s/
Steven Warm
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Steven
Warm, under the supervision
and
direction of Robert Stevens and Strongbow
Advisors,
Inc., receiver for Earth Science Tech, Inc.
Case
No. A-18-784952-C
|
|
|
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Director
& Chief Legal Counsel
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In
accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons
in the capacities and on the dates stated:
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RECEIVER
FOR EARTH SCIENCE TECH, INC.
CASE
NO. A-18-784952-C
STRONGBOW
ADVISORS, INC.
|
|
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Dated:
July 22, 2019
|
By:
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/s/
Robert Stevens
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Robert
Stevens
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Its:
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Court
Appointed Receiver
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EARTH
SCIENCE TECH, INC
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|
|
|
|
Dated:
July 22, 2019
|
By:
|
/s/
Nickolas S. Tabraue
|
|
|
|
Nickolas
S. Tabraue, under the supervision and direction of Robert Stevens and Strongbow Advisors, Inc., receiver for Earth Science
Tech, Inc. Case No. A-18-784952-C
|
|
|
Its:
|
President,
Director, & Chairman (Principal Executive Officer)
|
|
|
EARTH
SCIENCE TECH, INC
|
|
|
|
|
Dated:
July 22, 2019
|
By:
|
/s/
Wendell Hecker
|
|
|
|
Wendell
Hecker, under the supervision
and
direction of Robert Stevens and Strongbow
Advisors,
Inc., receiver for Earth Science Tech, Inc.
Case
No. A-18-784952-C
|
|
|
Its:
|
Principal
Financial Officer and Principal Accounting Officer)
|
|
|
EARTH
SCIENCE TECH, INC.
|
|
|
|
|
Dated:
July 22, 2019
|
By:
|
/s/
Gagan Hunter
|
|
|
|
Gagan
Hunter, under the supervision
and
direction of Robert Stevens and Strongbow
Advisors,
Inc., receiver for Earth Science Tech, Inc.
Case
No. A-18-784952-C
|
|
|
|
Director
& Chief Operating Officer
|
|
|
|
|
|
|
EARTH
SCIENCE TECH, INC.
|
|
|
|
|
Dated:
July 22, 2019
|
By:
|
/s/
Steve Warm
|
|
|
|
Steve
Warm, under the supervision
and
direction of Robert Stevens and Strongbow
Advisors,
Inc., receiver for Earth Science Tech, Inc.
Case
No. A-18-784952-C
|
|
|
|
Director
& Chief Legal Counsel
|
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