UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q


 Xx.QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period endedJune 30, 2016March 31, 22


.o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

For the transition period from __________ to __________


001-31444

(Commission File Number)



EARTH LIFE SCIENCES INC.

(Name of small business issuer in its charter)


NEVADA98-0361119

NEVADA

98-0361119

(State or other jurisdiction of

(I.R.S. Employer

Identification No.)

incorporation or organization)

Identification No.)


1324 Chemin de Chambly, Longueil, Quebec Canada J4J 3X3Suite 880, 50 West Liberty Street, Reno, Nevada, 89501

(Address of principal executive offices) (Zip Code)


(514) 373-8411500-4111

Issuer'sIssuer’s telephone number


Former name, former address and former fiscal year, if changed since last report:N/A


Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockCLTSOTC Markets

CheckIndicate by check mark whether the registrantregistrant: (1) has filed all reports required to be filed by sectionsSection 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 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.x No .o


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth 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):

Large accelerated filer

o

.

Accelerated filer

o

.

Non-accelerated filer

o

.Smaller Reporting Company x (Do
(Do not check if a smaller reporting company)

Smaller reporting company

 XEmerging Growth Company o.


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

Indicate by check mark whether the registrant is a shell company as(as defined in Rule 12b-2 of the Exchange Act. YesAct). YES .oNo NO  X.x


State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

As of AugustMay 15, 20162022, the registrant’sCompany had issued and outstanding common stock consistedshare capital of 270,817,339 shares.999,891,599.







PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


The interim financial statements included herein are unaudited but reflect, in management'smanagement’s opinion, all adjustments, consisting only of normal recurring adjustments that are necessary for a fair presentation of our financial position and the results of our operations for the interim periods presented. Because of the nature of our business, the results of operations for the quarterly period and the sixthree months ended June 30, 2016March 31, 2022, are not necessarily indicative of the results that may be expected for the full fiscal year.



EARTH LIFE SCIENCES INC.

Earth Life Sciences Inc.
Balance Sheets
As at
(unaudited)

  Note March 31, 2022  December 31, 2021 
ASSETS          
Current Assets          
Prepaid expenses   $600  $600 
           
Acquisition of software technology    4,426,000   4,426,000 
           
           
Total assets   $4,426,600  $4,426,600 
           
LIABILITIES          
Current Liabilities          
Accounts payable and accrued liabilities   $109,358  $78,655 
Notes payable    49,919   49,018 
Convertible debt    249,325   245,135 
     408,602   372,808 
           
           
SHAREHOLDERS’ EQUITY          
           
Common shares, authorized 1,000,000,000 shares at par value $0.001, issued and outstanding as of March 31, 2022, and December 31, 2021 - 960,468,779.    960,468   960,468 
Additional paid in capital    21,666,513   21,666,513 
Accumulated comprehensive income    131,859   131,859 
Deficit    (18,740,842)  (18,705,048)
           
     4,017,842   4,053,792 
           
Total liabilities and shareholders’ equity   $4,426,600  $4,426,600 

BALANCE SHEETSThe Accompanying notes are integral part of these unaudited financial statements.

(Unaudited


 

 

June 30,

2016

 

December 31,

2015

ASSETS

 

 

 

 

Current

 

 

 

 

 Cash

$

114

$

114

 Accounts receivable

 

-

 

-

 Sales tax receivable

 

-

 

-

 Loan Receivable

 

-

 

-

Total Current Assets

 

114

 

114


Equipment

 

-

 

-

Total Assets

$

114

$

114

 

 

 

 

 

LIABILITIES

 

 

 

 

Current Liabilities

 

 

 

 

 Accounts payable and accrued liabilities

$

394,613

$

394,613

 Convertible Note and Loans payable

 

332,163

 

332,163

 Subscriptions received

 

-

 

-

Total Liabilities

 

726,776

 

726,776

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 Common Stock, at par value

 

33,573

 

33,573

 Additional Paid in Capital

 

6,260,530

 

6,260,530

 Deficit

 

(5,567,405)

 

(5,567,405)

Total Stockholders' Deficit

 

(726,662)

 

(726,662)

 

 

 

 

 

Total Liabilities and Stockholders' Deficit

$

114

$

114

 

 

 

 

 

The Accompanying notes are integral part of these unaudited financial statements.







EARTH LIFE SCIENCES INC.

Earth Life Sciences Inc.

Statement of Operations

Unaudited

  Three months ended March 31, 2022 Three months ended March 31, 2021
Expenses        
Consulting and subcontractors $28,500  $5,000 
Interest  5,091   4,996 
Office and general  2,203   3,058 
Stock-based compensation  —     1,519,544 
   35,794   1,532,598 
Net loss for the period  (35,794)  (1,532,598)
Total comprehensive income (loss) $(35,794) $(1,532,598)
Loss per share, basic and diluted $—    $—   
         
Weighted average number of shares outstanding  960,468,779   960,468,779 

UNAUDITED STATEMENTS OF OPERATIONS


 

 

Six months ended

 

 

June 30,

 

June 30,

Period Ended

 

2016

 

2015

 

 

 

 

 

REVENUES

$

-

$

18,100

Total Revenues

 

-

 

18,100

 

 

 

 

 

EXPENSES

 

 

 

 

 Amortization

 

-

 

-

 Interest expense

 

-

 

1,912

 Office and Administration

 

-

 

11,123

Total Expenses

 

-

 

13,035

NET INCOME (LOSS) FROM OPERATIONS

 

-

 

5,065


Other Income and Expenses

 

 

 

 

 Unrealized Foreign Exchange Gain (Loss)

 

-

 

-

 Gain on forgiveness of debt

 

-

 

-

 Realized Gains (Losses)

 

-

 

-

 Interest income

 

-

 

-

Total Other Income and Expenses

 

-

 

-


NET INCOME (LOSS)

 

-

 

5,065

Total Comprehensive income (loss)

$

-

$

5,065

 

 

 

 

 

Basic and diluted loss per share

$

(0.00)

$

(0.00)

 

 

 

 

 

Weighted average # of shares outstanding

 

270,817,339

 

202,328,633

 

 

 

 

 







The Accompanying notes are integral part of these unaudited financial statements.


EARTH LIFE SCIENCES INC.


Earth Life Sciences Inc.
Statements of Cash Flows
(unaudited)

  Three months ended
March 31, 2022
 Three months
ended March 31, 2021
Cash Flows from Operating Activities        
         
Loss for the period $(35,794) $(1,532,598)
Items not affecting cash:        
Accrued interest  4,291   4,996 
Stock-based compensation  —     1,519,544 
   (30,220)  (8,058)
Changes in non-cash working capital:        
Prepaid expenses  —     4,000 
Accounts payable and accrued liabilities  30,703   (8,812)
         
Net cash provided by (used in) operating activities  (800)  (12,870)
         
Cash Flows from Financing Activities        
Advances received from a shareholder  800   12,870 
         
Net cash provided by financing activities  800   12,870 
         
Cash Flows from Investing Activities        
         
Net cash used in investing activities  —     —   
         
Change in cash and cash equivalents  —     —   
Cash and cash equivalents at beginning of period  —     —   
         
Cash and cash equivalents at end of period $—    $—   
         
Interest paid $—    $—   
Income taxes paid $—    $—   
Shares issued in for debt $—    $1,519,544 
         

UNAUDITED STATEMENTS OF CASH FLOWThe Accompanying notes are integral part of these unaudited financial statements.


Earth Life Sciences Inc.
Statements of Changes in Shareholders’ Equity
(unaudited)

  Share Capital        
  Shares Amount Additional
paid-in
capital
 Deficit Cumulative
other
comprehensive
income
 Total
Balance, January 1, 2021  464,817,339  $464,817  $16,321,969  $(17,120,553) $131,859  $(201,908)
Shares issued for debt  50,651,440   50,651   1,519,544   —     —     1,570,195 
Loss for the period  —     —     —     (1,532,598)  —     (1,532,598)
Balance, March 31, 2021  515,468,779  $515,468  $17,841,513  $(18,653,151) $131,859   (164,311)
                         
Balance, January 1, 2022  960,468,779   960,468   21,666,513   (18,705,048)  131,859   4,053,792 
                         
Loss for the period  —     —     —     (35,794)  —     (35,794)
Balance, March 31, 2022  960,468,779  $960,468  $21,666,513  $(18,740,842) $131,859  $4,017,998 


 

 

Six months ended

 

 

June 30,

 

June 30,

 

 

2016

 

2015

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 Net income (loss) for the period

$

-

$

500

 Adjustment for non-cash expenses

 

 

 

 

 Amortization

 

-

 

-

 Foreign currency loss (gain)

 

-

 

-

 Gain on Settlement of Debt

 

-

 

-

 Accrued interest on convertible debt

 

-

 

-

 Change in:

 

 

 

 

 Accounts Receivable

 

-

 

-

 Accounts payable and accrued liabilities

 

-

 

-

Cash used in operating activities

 

-

 

500

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 Purchase of equipment

 

-

 

-

Cash used in Investing Activities

 

-

 

-

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 Convertible Loan

 

-

 

-

 Loans payable

 

-

 

-

 Subscriptions received

 

-

 

-

Cash from Financing Activities

 

-

 

-

 

 

 

 

 

INCREASE (DECREASE) IN CASH FOR PERIOD

 

-

 

-

Cash, beginning of period

 

114

 

2,172

Cash (overdraft), end of period

$

114

$

2,172

 

 

 

 

 






The Accompanying notes are integral part of these unaudited financial statements.


EARTH LIFE SCIENCES INC.

EARTH LIFE SCIENCES INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2022

(A Development Stage Company)


NOTES TO THE FINANCIAL STATEMENTS

June 30, 2016


NOTE 1 -– ORGANIZATION AND NATURE OF BUSINESS


Nature of Business


Altus Explorations,Earth Life Sciences Inc. (the "Company"“Company”) was incorporated in the state of Nevada on November 2, 2001.


On October 1, 2010, Originally the corporate name was Altus entered into a Share Exchange Agreement (the "Agreement") with UWD Unitas World DevelopmentExplorations, Inc. ("UWD"), a privately held Canadian incorporated company. Pursuant to the Agreement, Altus issued 80,000,000 shares of common stock for the acquisition of 450 shares of common stock of The Canadian Tactical Training Academy Inc., representing 100% of the issued and outstanding shares of common stock, which were held by UWD. Further, Altus changed its name to Canadian Tactical Training Academy Inc. and increased the authorized share capital from 40,000,000 to 250,000,000 shares of common stock and then further from 250,000,000 to 450,000,000. The Company assumed the business Canadian Tactical Training Academy Inc., which is the training of law enforcement, security, investigation and protection for officers and individuals.


On June 2, 2014, the Company changed its name to Earth Life Sciences Inc.

On October 1, 2010, the Company entered into an Agreement (the “Agreement”) with UWD Unitas World Development Inc. (“UWD”), a privately held Canadian incorporated company. Pursuant to the Agreement, the Company issued 80,000,000 shares of common stock for the acquisition 100% of the issued shares of Canadian Tactical Training Academy Inc (“CTTA”). The Company operations consisted of the training of law enforcement, security, investigation and protection for officers and individuals. During the year ended December 31, 2015, the Company discontinued the operations of the subsidiary, CTTA, and returned the shares of CTTA.

On June 12, 2015, the Company, through an option agreement, issued 225,000,000 shares to Mr. Song Bo, to earn the mineral rights for the White Channel mineral claims located in British Columbia. The Company embarked on mineral exploration program. During the year ended December 31, 2017, the Company terminated the exploration and development of the White Channel property based on unfavorable economics of the mineral resources. The Company returned 225,000,000 shares held in trust to the Company treasury in 2020.


In 2020 the Company entered into the transportation software market, and in 2021 the Company entered into the digital healthcare services through the mode of online ordering and offline service (“O2O”). See (Note 3).

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern and the ability of the Company to emerge from the Development stage are dependent upon management'smanagement’s successful efforts to raise additional equity financing to continue operations and generate sustainable significant revenues.


These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company will require significant additional financial resources and will be dependent on future financings to fund its ongoing operations as well as other working capital requirements. There is no guarantee that management will be able to raise adequate equity financings or generate profits from operations. These factors raise substantial doubt regarding the Company'sCompany’s ability to continue as a going concern.


Management of the Company has undertaken steps as part of a plan with the goal of sustaining Company operations for the next twelve months and beyond. These steps include: (a) continuing efforts to raise additional capital and/or other forms of financing; and (b) controlling overhead and expenses. Management is aware that material uncertainties exist, related to current economic conditions, which could cast a doubt about the Company'sCompany’s ability to continue to finance its activities. It is to be expected that the Company may incur further losses in the Development of its business and there can be no assurance that any of these efforts will be successful.


NOTE 2 - SUMMARY OF ACCOUNTING POLICIES


Basis of Presentation


The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("(“US GAAP"GAAP”) and are expressed in U.S. dollars. The Company'sCompany’s fiscal year-end is December 31. The functional currency of the Company is Canadian Dollars


Use of Estimates


The preparation of financial statements in conformity with US GAAP 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 periods. Actual results could materially differ from those estimates and assumptions. Significant areas requiring the use of management estimates relate to the determination of impairment of long livedlong-lived assets, expected tax rates for future income tax recoveries and determining the fair values of financial instruments.




Equipment


Equipment is recorded at cost. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets which is three years for computers.assets.


Impairment of Assets


The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value cost of the asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset'sasset’s carrying value and fair value.


Other Comprehensive Income


The Company reports and displays comprehensive income and its components in the financial statements. During the yearsperiods ended DecemberMarch 31, 20152022, and 2014,2021, the Company had no components that would cause comprehensive income to be different than net loss.recorded unrealized foreign exchange gains of $nil and $nil respectfully.


Income Taxes


The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.


The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting this standard, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.


Basic and Diluted Loss per Share


Basic loss per share is computed using the weighted average number of common shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the "if converted"“if converted” method. For the years presented, diluted loss per share is equal to basic loss per share as the effect of the computations are anti-dilutive.


Financial Instruments


The Company’s balance sheet includes financial instruments, specifically accounts payable, accrued expenses, and payables to related parties. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.


ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of the Company'scertain on-balance-sheet financial instruments consisting of cash, accounts payable, convertible loans and subscriptions received in advance approximatesapproximated their fair value. Unless otherwise noted,values due to the short-term nature of these instruments.

Revenue Recognition

The Company follows ASC 605, Revenue Recognition -The Company recognizes revenue when it is management's opinionrealized 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 provides services to companies on a time and materials basis and recognizes revenues upon billing of time and materials at which all services have been completed and there is no warranty or returns on services.

Deferred Income Taxes and Valuation Analysis

The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of March 31, 2022, or December 31, 2021.

Net Income (loss) per Common Share

Net income (loss) per share is not exposedcalculated in accordance with ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to significant interest, currencycompute basic earning or credit risks arising from these financial instruments.loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.


Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at March 31, 2022, and 2021.


Stock-basedShare Based Compensation


ASC 718, Compensation cost related– Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to share-based payments,issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, and employee stock purchase plans, are recognized as compensation expense in the financial statements based on the grant-datetheir fair value of the award. The compensation cost associated with the issuance of stock options will bevalues. That expense is recognized over its vestingthe period based on the estimated grant-date fair value.


Stock awards outstanding under the Company's current plans are fully vested, therefore thereduring which an employee is no unrecognized compensation cost related to non vested options. No options were granted or exercised during the years ended December 31, 2015 and 2014.




Recent Accounting Pronouncements


In May 2009, the Financial Accounting Standards Board ("FASB") issued guidance that establishes general standards of accounting for and disclosure of events that occur subsequent to the balance sheet date but before financial statements are issued. The statements defines two types of subsequent events: 1) recognized subsequent events, which provide additional evidence about conditions that existed at the balance sheet date, and (2) non-recognized subsequent events, which provide evidence about conditions that did not exist at the balance sheet date, but arose before the financial statements were issued. Recognized subsequent events are required to be recognizedprovide services in exchange for the financial statements, and non-recognized subsequent events are required to be disclosed. The adoption had no material impact on the Company's financial position, results of operations or cash flows.


In June 2009, the FASB issued the Accounting Standards Codification, which establishes a sole source of US authoritative GAAP. The Codification is meant to simplify user access to all authoritative accounting guidance by reorganizing US GAAP pronouncements into approximately ninety accounting topics within a consistent structure; its purpose is not to create new accounting and reporting guidance. The adoption of this guidance did not have an effect on the Company's results of operations, financial position or cash flows.


In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved afteraward, known as the requisite service period should be accounted(usually the vesting period).

The Company accounts for as a performance condition under Accounting Standards Codification (ASC) 718,Compensation — Stock Compensation . As a result, the target is not reflected in the estimation of the award’s grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after 15 December 2015stock-based compensation issued to non-employees and interim periods within those annual periods. Early adoption is permitted. Management has reviewed the ASU and believes that they currently account for these awards in a manner consistent with the new guidance, therefore there is no anticipation of any effect to the consolidated financial statements.


In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accountingconsultants in accordance with Subtopic 205-30,Presentationthe provisions of Financial Statements—Liquidation BasisASC 505-50, Equity – Based Payments to Non-Employees. Measurement of Accounting. Even when an entity’s liquidationshare-based payment transactions with non-employees is not imminent, there may be conditionsbased on the fair value of whichever is more reliably measurable: (a) the goods or events that raise substantial doubt aboutservices received; or (b) the entity’s ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effectiveequity instruments issued.

Share-based expense for the annual period ending after December 15, 2016,periods ended March 31, 2022, and for annual periods2021 totaled $nil and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met conditions which would subject these financial statements for additional disclosure.$1,519,544 respectively.


We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.


Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company.




NOTE 3 - ACCOUNTS AND CONVERTIBLE LOANS PAYABLE– SOFTWARE TECHNOLOGIES


As at December 31, 2015, the Company had accounts payable of $317,941 and convertible loans payable of $422,534.


The Company has outstanding various convertible loansentered into an agreement with the Software Group in January of 2020. The Company issued 32,000,000 restricted common shares to the four members of the Software Group as general consideration at a fair value of $176,000. The Company also issued 325 million common shares to an escrow agent. Pursuant to the following terms:terms of the agreement the escrow agent will transfer 125 million shares to the Software Group upon the Company receiving a working version of the software and necessary support documentation, after testing, acceptance, and license transfer of the software. Further transfer of 100 million shares held by the escrow agent will be based on gross sales of $1 million being reached in a consecutive twelve-month period within 3 years, and a further 100 million shares after gross sales of $5 million being reached in a consecutive twelve-month period within 5 years. All shares issued were restricted.


Party

 

Original Amount

 

Balance

 

Interest Rate

 

Conversion Rate

LagunaFinance - 2011

 

$

77,464

 

 

Demand

 

 

0

%

 

$

0.001

 

Unitas – 2011

 

 

107,588

 

 

Demand

 

 

0

%

 

$

0.001

 

M. Landaverde - 2011

 

 

145,312

 

 

Demand

 

 

0

%

 

$

0.001

 

SSIS – 2011

 

 

32,170

 

 

Demand

 

 

0

%

 

$

0.001

 

SG - 2011

 

 

15,000

 

 

Demand

 

 

0

%

 

$

0.001

 

TOTAL

 

$

422,534

 

 

 

 

 

 

 

 

 

 

 

 

The Loans are convertible at the shareholders' option into common stock at a conversion rate of $0.001 per common share. The Company may prepay the Loans at anytime without penalty or bonus.


As at December 31, 2015, the Company has not repaid all of the Loans, nor have the shareholders' provided a Notice of Conversion to the Company.


On July 15, 2015, the Company converted $45,000 of Loans into 45,000,000 shares of the Company.


NOTE 4 - COMMON STOCK


On April 25, 2014, the Company converted $55,000 of its convertible debt into 184,371 shares of common stock of the Company. Pre-split, this equated to 55,000,000 shares.


On June 2, 2015, the Company completed a reverse stock split of 40:1.


On June 10, 2015, the Company completed a reverse stock split of 8:1.


On June 19, 2015,In October 2021 the Company entered into an optionacquisition agreement (“Agreement”) with Song Bo,VIVA Health HK Limited, a private mineral holder,“one-stop smart branded” healthcare service, to earnbe implemented in the United States. VIVA utilizes artificial intelligence and big data, through their platform to provide health care services. The customized platform is proposed to address American needs to provide services through the mode of online ordering and offline service (“O2O”), the services being a 100% beneficial interest in certain mineral concessions known asone-stop smart life service branded platform, oriented to the White Channel mineral claims (the “Property”). health care industry and designed to meet the needs of seniors and particularly of Asian descent.

Under the terms of the Agreement the Company will have the right to purchase the right, title, and interest in the Property as well as enter onto the Property to conduct reconnaissance, exploration, and development work on the Property. In exchange,agreement, the Company issued 225,000,000 restricted425 million common shares to an escrow agent at a fair value of $4,250,000 and payupon receiving a satisfactory minimum viable product version and a Beta version completed and demonstrated with necessary support documentation, the sumEscrow Agent will transfer the shares to Viva. A further issuance of $180,000 payable in instalments750 million shares will be issued upon the O2O website going fully live and operational. All shares being issued are restricted.

NOTE 4 – CONVERTIBLE NOTE PAYABLE

As of $30,000 on the 15th of every month commencing July 15, 2015 through December 15, 2015. In addition,March 31, 2022, the Company shall pay a further $50,000had convertible notes payable totaling $249,325 (December 31, 2021 - $245,135). Convertible notes were issued on each anniversaryJuly 1, 2020, pursuant to the conversion of Notes Payable of $264,883 as of June 30, 2020 (Amounts payable December 31, 2019, of $248,103). Previously convertible notes payable consisted of the Agreement forconversion of a periodNotes Payable in 2011 and had no interest rate and no fixed terms of four yearsrepayment. The recent convertible notes payable have an interest rate of 8% commencing June 19, 2016 through June 19, 2019.


on January 1, 2021. The Property is subjectnotes are convertible into common shares at $0.001 per share. Currently, the notes could be converted to a 4% NSR on precious metals, and also subject to royalty payments of $0.25 per tonne on the sale of pit run products or processed products; or $0.35 per tonne on the sale of processed mineral products where the selling price of the processed minerals products sell for a price in excess of $35 per tonne; or an amount of $1.00 per tonne on the same of processed mineral products where the selling price of the processed mineral products sell for a price in excess of $100 per tonne. 50% of the NSR can purchased by the Company for $1,000,000 at any time before the fifth year anniversary of the Agreement.


On July 2, 2015, the Company issued a total of 45,000,000 shares to satisfy certain outstanding convertible debt in the amount of $45,000.


The Company will maintain its security business as well as develop its mining interests.



249,325,000 shares.


NOTE 5 -– COMMON STOCK

As of March 31, 2022, the Company had 1,000,000,000 shares of $0.001 par value common shares authorized. On October 8, 2020, the authorized share capital was increased from 500,000,000 shares to 1,000,000,000 common shares.

NOTE 6 – INCOME TAXES


The Company is subject to United States federal and state income taxes at an approximate rate of 35%27%. The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards, regardless of their time of expiry.


No provision for income taxes has been provided in these financial statements due to the net loss for the yearsperiods ended DecemberMarch 31, 20152022, and 2013.2021. The potential tax benefit of these losses may be limited due to certain change in ownership provisions under Section 382 of the Internal Revenue Code and similar state provisions.



NOTE 7 – NOTES PAYABLE



As of March 31, 2022, the Company had notes payable of $49,919 (December 31, 2021 - $49,018). The notes are repayable to arms-length lenders for advances received by the Company starting in 2015. On June 30, 2020, the Company agreed to pay interest at the rate of 8% per annum starting on January 1, 2021. The notes payable are payable on demand. On July 1, 2020, Notes Payable of $264,883 were changed to convertible notes payable. See Note 4.

NOTE 8 – SUBSEQUENT EVENTS

On April 19, 2022, the Company issued 39,422,820 shares pursuant to the conversion of convertible notes payable at the rate of $0.001 per share. See note 4, Convertible Note Payable.


11 

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS AND PLAN OF OPERATION


RESULTS OF OPERATIONS


SixThree months ended June 30, 2016March 31, 2022, and 20152021


Our net incomeloss for the sixthree months ended June 30, 2016 totalled $-. This compares with our net incomeMarch 31, 2022, was $35,794 as compared to a loss of $500$1,532,598 the three months ended March 31, 2021.

Office and general expenses consisted of filing and transfer agent fees of $1,753 (March 2021 - $1,458) rent of $450 (March 2021 - $600), legal $nil (March 2021 - $1,000) for the sixthree months ended June 30, 2015. General and administrative expenses forMarch 31, 2022. Demographic analysis of $21,000 was incurred in consulting fees in the six months ended June 30, 2016 and 2015 were $- and $11,123, respectively.current quarter.


We incurred interest expense during the six months ended June 30, 2016 and 2015 were $- and $1,912, respectively. The Company had revenues during the six months ended June 30, 2016 and 2015 were $- and $18,100, respectively.


LIQUIDITY AND CAPITAL RESOURCES


If we are unsuccessful in obtaining financing and fail to achieve and sustain a profitable level of operations, we may be unable to fully implement our business plans or continue operations. Future financing through equity, debt or other sources could result in the dilution of Company equity, increase our liabilities, and/or restrict the future availability and use of cash resources. Additionally, there can be no assurance that adequate financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to execute our business plans, and will be required to scale back the pace and magnitude of our oil and gas prospects drilling and development initiatives. We also may not be able to meet our vendor and service provider obligations as they become due. In such event, we will be forced to cease our operations.


FUTURE OPERATIONSITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


CASH REQUIREMENTS


During the twelve month period ending December 31, 2016, we project cash requirements of approximately $250,000 as we continue to restructure our activities.


Our estimated funding needs for the next twelve months are summarized below:


Estimated Funding Required During the Twelve Month Period Ending December 31, 2016


Operating, general and administrative costs

 

$

300,000

Revenue

 

 

50,000

TOTAL

 

$

250,000


PURCHASE OF SIGNIFICANT EQUIPMENT


We doare a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not intend to purchase any significant equipment over the next twelve months ending June 30, 2016.


GOING CONCERN


The accompanying financial statements have been prepared assuming we will continue as a going concern. We incurred a net loss of $- for the six months ended June 30, 2015 and a net gain of $500 for the same period in 2015.


The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.


There are no assurances that we will be able, over the next twelve months, to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings, bank financing or shareholder advances necessary to support Canadian Tactical Training Academy Inc.'s working capital requirements. To the extent that funds generated from operations and any private placements, public offerings or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to Canadian Tactical Training Academy Inc. If adequate working capital is not available, Canadian Tactical Training Academy Inc. may be required to cease its operations.




The financial statements do not include any adjustments relating toprovide the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These conditions raise substantial doubt about our ability to continue as a going concern. There are no definitive agreements or arrangements for future funding.


APPLICATION OF CRITICAL ACCOUNTING POLICIES


Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our consolidated financial statements is critical to an understanding of our balance sheet, the statements of operations and stockholders' equity, and the cash flows statements included elsewhere ininformation under this filing.item.


ITEM 44. CONTROLS AND PROCEDURES


TheEvaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, of the Company is responsible for establishingincluding its principal executive and maintaining adequate internal control overprincipal financial reporting,officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required by Sarbanes-Oxley (SOX) Section 404 A. The Company's internal control over financial reporting is a process designeddisclosure. Our management carried out an evaluation under the supervision and with the participation of the Company'sour Principal Executive Officer, who is also our Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with U.S. generally accepted accounting principles.


As of June 30, 2015, management assessed the effectiveness of the Company's internal control over financial reporting based ondesign and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the CommitteeSecurities Exchange Act of Sponsoring Organizations of the Treadway Commission ("COSO"1934 (“Exchange Act”) and SEC guidance on conducting such assessments.. Based onupon that evaluation, theyour Principal Executive Officer have concluded that during the period covered by this report, such internalour disclosure controls and procedures were not effective to detect the inappropriate applicationas of US GAAP rules as more fully described below. This wasMarch 31, 2022, due to deficienciesthe material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that existedall disclosures required were originally addressed in the design or operation ofour financial statements.

Changes in Internal Control over Financial Reporting

Our management has also evaluated our internal control over financial reporting, that adversely affectedand there have been no significant changes in our internal controls andor in other factors that may be consideredcould significantly affect those controls subsequent to be material weaknesses.the date of our last evaluation.


The matters involving internal controlsCompany is not required by current SEC rules to include, and procedures that the Company's management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) inadequate segregation of duties consistent with control objectives; (2) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Principal Financial Officer in connection with the audit of our financial statements as of December 31, 2009 and communicated the matters to our management.


Management believes that the material weaknesses set forth in items (1), (2) and (3) above did not have an effect on the Company's financial results.


We are committed to improving our financial organization. As part of this commitment, we will i) 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 the Company ii) preparing and implement sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.


Management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur.


We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. This annual report does not include an auditor’s attestation report of the Company'sreport. The Company’s registered public accounting firm regardinghas not attested to Management’s reports on the Company’s internal control over financial reporting.



PART II - OTHER INFORMATION

Management's report is not subject to attestation

ITEM 1. LEGAL PROCEEDINGS

The Company has no known legal disputes at this time.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by the Company's registered public accounting firm pursuant to temporary rulesRule 12b-2 of the Securities Exchange Act of 1934 and Exchange Commission.are not required to provide the information under this item.




PART II –ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company has no senior securities outstanding.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

13 


ITEM 6. EXHIBITS


Exhibits required by Item 601 of Regulation S-B


(3) ARTICLES OF INCORPORATION AND BYLAWS


(3)ARTICLES OF INCORPORATION AND BYLAWS

3.1

3.1

Articles of Incorporation (incorporated by reference to our SB2 Registration Statement filed January 29, 2002).

3.2

3.2

Bylaws (incorporated by reference to our SB2 Registration Statement filed January 29, 2002).

3.3

3.3

Certificate of Forward Stock Split filed with Nevada Secretary of State on November 6, 2003. (incorporated(Incorporated by reference from our Annual Report on Form 10-KSB, filed on April 13, 2004)

3.4

3.4

Certificate of Change Pursuant to NRS 78.209 filed with the Nevada Secretary of State on February 2, 2004. (incorporated(Incorporated by reference from our Annual Report on Form 10-KSB, filed on April 13, 2004)

3.5

3.5

Certificate of Amendment (Name Change) filed with the Nevada Secretary of State on November 4, 2010.

3.6

3.6

Certificate of Amendment to increase the number of authorized shares from 250,000,000 to 450,000,000) filed with the Nevada Secretary of State on June 2, 2011.


(10) MATERIAL CONTRACTS


3.7Certificate of Amendment to increase the number of authorized shares from 450,000,000 to 500,000,000 filed with the Nevada Secretary of State on December 4, 2018. 

10.1

3.8Certificate of Amendment to increase the number of authorized shares from 500,000,000 to 1,000,000,000 filed with the Nevada Secretary of State on October 8, 2020.

(10)MATERIAL CONTRACTS

10.1Convertible Loan Agreement between Altus Explorations Inc. and CodeAmerica Investments, LLC dated March 8, 2007 (incorporated by reference from our Current Report on Form 8-K, filed on March 13, 2007).

10.2

10.2

Convertible Loan Agreement between Altus Explorations Inc. and Paragon Capital, LLC dated March 8, 2007 (incorporated by reference from our Current Report on Form 8-K, filed on March 13, 2007).


10.3Convertible Loan Agreement between Altus Explorations Inc. and DLS Energy Associates, LLC dated March 8, 2007 (incorporated by reference from our Current Report on Form 8-K, filed on March 13, 2007).

10.42004 Stock Option Plan (incorporated by reference from our Registration Statement of Form S-8, filed on February 27, 2004)

10.5Agreement between Earth Life Science Inc. and Bo Song pursuant to the acquisition of the White Channel mineral property dated May 16, 2015. 

10.6

Software Development, Acquisition and License Agreement between Earth Life Sciences Inc., Cameron Morris, Oleksiy Mykhaylov, Oleksiy Ptashniy Barry Scharf, and Shatter Tech Venture Holdings Inc. dated January 6, 2020.

10.7Development and Acquisition Agreement between Earth Life Sciences Inc. and VIVA Heath HK Limited dated September 1, 2021 (incorporated by reference from our Annual Report on Form 10-K, filed April 15, 2022).

(14)CODE OF ETHICS

14.1Code of Business Conduct and Ethics (incorporated by reference from our Annual Report on Form 10-KSB, filed on April 13, 2004)

(31)Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934

(32)Section 1350 Certification of the Principal Executive Officer and Principal Financial Officer

*101.INSInline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

*101.SCHInline XBRL Taxonomy Extension Schema Document

*101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document

*101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document

*101.LABInline XBRL Taxonomy Extension Label Linkbase Document

*101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document

*104Cover Page Interactive Data File (embedded within the Inline XBRL document)

_________

To be filed by amendment in accordance with the temporary hardship exemption provided by Rule 201 of Regulation S-T.



SIGNATURES


In accordance with the requirementsSection 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.authorized, on May 16, 2022.


Date: August 15, 2016


EARTH LIFE SCIENCES INC.

(Registrant)


By: /s/ Angelo Marino
Angelo Marino
President

By:/s/ Lin Han

Lin Han

President





In accordance with the requirements of the Exchange Act, this Form 10-Q for the period ended March 31, 2022, report has been signed by the following persons on behalf of the registrant and in the capacities indicated on the dates indicated.

 

SignatureTitleDate
By: /s/Angelo MarinoPresidentMay 16, 2022










12