EARTH SCIENCE TECH, INC.
8000 NW 31ST STREET, UNIT 19
DORAL, FL 33122
July 25, 2019
Jonathan Burr
U.S. Securities & Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Earth Science Tech, Inc. | |
Amendment No. 2 to Registration Statement on Form S-1 | ||
| Filed July 10, 2019 | ||
| File No. 333-230543 |
Dear Mr. Burr:
By letter dated July 24, 2019, the staff (the “Staff,” “you” or “your”) of the U.S. Securities & Exchange Commission (the “Commission”) provided Earth Science Tech, Inc. (the “Company,” “we,” “us” or “our”) with its comments to the Company’s Amendment No. 2 to Registration Statement on Form S-1 filed on July 10, 2019. We are in receipt of your letter and set forth below are the Company’s responses to the Staff’s comments. For your convenience, the comments are listed below, followed by the Company’s responses.
Amendment No. 2 to Registration Statement on Form S-1 filed July 10, 2019
General
| 1. | We note that if the receiver is not successful the company may be forced to liquidate its business and that this could result in a loss of the entire investment for the investors in this offering. Please clearly disclose this risk on the cover page of your prospectus. | |
| Response: We have revised the prospectus accordingly to include disclosure that if the Company is not successful the Company may be forced to liquidate its business and that this could result in a loss of the entire investment for the investors in this offering. |
| 2. | Please tell us whether the Nevada District Court has approved the equity line financing and the proposed resale offering. If the court has not approved, or is not required to approve, these transactions please tell us why court approval has not been obtained or is not required. In this regard, if court approval is not required, please provide us with the receiver’s legal authority to complete the transactions. Additionally, please provide us with the January 11, 2019 order for appointment of receiver issued by the Nevada District Court. We may have further comment. |
| Response: The Nevada District Court did not approve the equity line financing and the proposed resale offering, nor does it have to. Please see attached as Exhibit A the Nevada District Court order whereby the Nevada District Court appointed receiver is authorized to “…Borrow money, issue receiver’s certificates, incur debt, issue any class of stock, debenture or other financial instrument as required to finance the administration of estate….” | ||
| The company acknowledges that |
| ● | The company is responsible for the adequacy and accuracy of the disclosure in the filing; | |
| ● | Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and | |
| ● | The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Thank you for your assistance in reviewing this filing.
Very Truly Yours,
/s/ Nickolas Tarbaue
Nickolas Tabraue
President
Earth Science Tech, Inc.
8000 NW 31st Street, Unit 19
Doral, FL 33122
Exhibit A
