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[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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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 1 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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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40 East Main Street, Suite 998
,
Newark, Delaware
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19711
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(Address of Principal Executive Offices)
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(Zip Code)
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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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Class
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Outstanding as of August 18, 2014
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Common Stock, $0.001 par value
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37,301,331
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Page
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PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
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Item 4. Controls and Procedures.
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PART II - OTHER INFORMATION
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Item 1. Legal Proceedings.
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Item 1A. Risk Factors.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
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Item 3. Defaults Upon Senior Securities.
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Item 4. Mine Safety Disclosures.
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Item 5. Other Information.
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Item 6. Exhibits.
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SIGNATURES
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Contents
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Page (s)
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Consolidated Balance Sheets at June 30, 2014 and March 31, 2014
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F-1
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Consolidated Statements of Operations for the three Months Ended June 30, 2014 and 2013
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F-2
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Consolidated Statements of Cash Flows for the three Months Ended June 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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EARTH SCIENCE TECH, INC.
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(UNAUDITED)
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ASSETS
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June 30,
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March 31,
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|||||||
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2014
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2014
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|||||||
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Current Assets:
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||||||||
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Cash
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$ | 398,787 | $ | 376,704 | ||||
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Prepaid
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262,500 | 350,000 | ||||||
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Deposits
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201,296 | 178,250 | ||||||
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Total current assets
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862,583 | 904,954 | ||||||
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Fixed Assets:
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||||||||
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Software
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974 | - | ||||||
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Total fixed assets
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974 | |||||||
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Total Assets
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$ | 863,557 | $ | 904,954 | ||||
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LIABILITIES AND STOCKHOLDERS'S EQUITY
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Current Liabilities:
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||||||||
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Accounts payable and accrued liabilities
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$ | 4,907 | $ | 745 | ||||
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Due to related parties
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— | 166,511 | ||||||
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Notes payable - related parties
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59,558 | 38,605 | ||||||
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Total current liabilities
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64,465 | 205,861 | ||||||
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Total liabilities
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64,465 | 205,861 | ||||||
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Commitments and Contingencies
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||||||||
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Stockholders' Equity:
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||||||||
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Preferred shares, par value $0.001 per share, authorized 10,000,000 shares
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||||||||
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No preferred shares issued and outstanding as of June 30, 2014 and March 31, 2014
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Common stock, par value $0.001 per share, authorized 75,000,000
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||||||||
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37,178,832 and 35,980,000 common shares issued and outstanding as of June 30, 2014 and March 31, 2014 respectively
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37,179 | 35,980 | ||||||
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Additional paid-in capital
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13,604,555 | 12,932,004 | ||||||
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Stock payable
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— | 376,500 | ||||||
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Services receivable
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(12,500,000 | ) | ||||||
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Retained Earnings\(Deficit)
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(12,842,642 | ) | (145,391 | ) | ||||
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Total stockholders' equity
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799,092 | 699,093 | ||||||
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Total Liabilities and Stockholder's Equity
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$ | 863,557 | $ | 904,954 | ||||
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EARTH SCIENCE TECH, INC.
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(UNAUDITED)
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Three Months
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Three Months
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|||||||
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Ended
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Ended
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|||||||
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June 30,
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June 30,
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|||||||
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2014
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2013
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|||||||
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Revenue
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$ | - | $ | 6,650 | ||||
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Cost of Revenues
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900 | |||||||
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Gross Profit
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- | 5,750 | ||||||
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Expenses:
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||||||||
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General and administrative:
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||||||||
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Compensation - officers
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900 | |||||||
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Other - general and administrative
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1,147 | 3,016 | ||||||
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Professional fees
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12,694,839 | 6,990 | ||||||
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Travel expense
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1,291 | - | ||||||
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Total operating expenses
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12,697,277 | 10,906 | ||||||
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(Loss) from Operations
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(12,697,277 | ) | (5,156 | ) | ||||
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Other (Income) Expenses
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||||||||
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Interest Income
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(26 | ) | - | |||||
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Foreign currency transaction loss
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- | 108 | ||||||
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Total Other (Income) Expenses, net
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(26 | ) | 108 | |||||
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Provision for Income Taxes
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- | - | ||||||
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Net (Loss)
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$ | (12,697,251 | ) | $ | (5,264 | ) | ||
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(Loss) Per Common Share:
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(Loss) per common share - Basic
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$ | (0.36 | ) | $ | (0.01 | ) | ||
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Weighted Average Common Shares Outstanding:
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||||||||
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Basic
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$ | 35,586,003 | 10,280,000 | |||||
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EARTH SCIENCE TECH, INC.
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(UNAUDITED)
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Three Months
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Three Months
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|||||||
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Ended
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Ended
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|||||||
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June 30,
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June 30,
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|||||||
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2014
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2013
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|||||||
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Operating Activities:
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Net (loss)
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$ | (12,697,251 | ) | $ | (5,264 | ) | ||
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Items not involving cash
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||||||||
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Stock-based compensation
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12,665,750 | |||||||
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Changes in non-cash working capital:
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||||||||
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Increase in deposits
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(23,046 | ) | - | |||||
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Increase in accounts payable and accrued liabilities
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4,162 | (1,348 | ) | |||||
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Decrease in advances from related parties
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(166,511 | ) | - | |||||
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Net Cash (Used in) Operating Activities
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(216,896 | ) | (6,612 | ) | ||||
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Investing Activities:
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Fixed asset purchases
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(974 | ) | - | |||||
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Net Cash (Used in) Investing Activities
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(974 | ) | 0 | |||||
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Financing Activities:
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||||||||
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Proceeds from issuance of common stock
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219,000 | - | ||||||
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Proceeds from related parties
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- | 1,800 | ||||||
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Proceeds from notes payable-related parties
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20,953 | 280 | ||||||
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Net Cash Provided by Financing Activities
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239,953 | 2,080 | ||||||
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Net Increase (Decrease in Cash)
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22,083 | (4,532 | ) | |||||
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Cash - Beginning of Period
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376,704 | 4,756 | ||||||
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Cash - End of Period
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$ | 398,787 | $ | 224 | ||||
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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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Three Months
Ended
June 30,
2014
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Three Months
Ended
June 30,
2013
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Increase
(Decrease)
%
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||||||||||
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Advertising
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$ | - | $ | - | N/A | |||||||
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Professional fees
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12,694,839 | 6,990 | N/A | |||||||||
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Officer compensation
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- | 900 | N/A | |||||||||
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Salaries
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- | - | N/A | |||||||||
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Other
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1,147 | 3,016 | N/A | |||||||||
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Travel expense
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1,291 | - | N/A | |||||||||
| $ | 12,697,277 | $ | 10,906 | |||||||||
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Working Capital
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June 30, 2014
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March 31, 2014
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||||||
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Current Assets
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$ | 863,557 | $ | 904,954 | ||||
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Current Liabilities
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$ | (64,465 | ) | $ | (205,861 | ) | ||
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Working Capital
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$ | 798,118 | $ | 699,093 | ||||
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Three Months
Ended
June 30,
2014
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Three Months
Ended
June 30
, 2013
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|||||||
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Cash used in operating activities
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$ | (216,896 | ) | $ | (6,612 | ) | ||
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Cash used in investing activities
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$ | (974 | ) | $ | - | |||
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Cash provided by financing activities
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$ | 239,953 | $ | 2,080 | ||||
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Net increase (decrease) in cash
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$ | 22,083 | $ | (4,532 | ) | |||
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EXHIBIT
NUMBER
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DESCRIPTION
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3.1
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Articles of Incorporation. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on February 1, 2012.
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3.2
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Bylaws. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on February 1, 2012.
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4.2
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Subscription Agreement. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on February 1, 2012.
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10.1
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Promissory Note, President. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on May 24, 2012.
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10.2
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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.
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10.3
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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.
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31.1
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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*
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31.2
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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.*
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32.1
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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.*
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32.2
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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*
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101.INS
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XBRL Instance Document **
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101.SCH
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XBRL Taxonomy Extension Schema Document **
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document **
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document **
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document **
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document **
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*
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Filed herewith.
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**
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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.
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Date: August 18, 2014
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Earth Science Tech, Inc.
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By:
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/s/ Harvey Katz
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Harvey Katz
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President, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer, Secretary, Treasurer and Director
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SIGNATURES
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TITLE
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DATE
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/s/ Harvey Katz
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President, C.E.O., C.F.O., Secretary,
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August 18, 2014
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Harvey Katz
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Treasurer and Director |
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|