Exhibit 3.8
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
001-31444
(Commission File Number)
EARTH LIFE SCIENCES INC.
(Name of small business issuer in its charter)
| NEVADA | 98-0361119 | |
| (State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
| incorporation or organization) |
Suite 880, 50 West Liberty Street, Reno, Nevada, 89501
(Address of principal executive offices) (Zip Code)
(514) 500-4111
Issuer’s telephone number
Former name, former address, and former fiscal year, if changed since last report: N/A
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | CLTS | OTC Markets |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
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 not check if a smaller reporting company) | Emerging Growth Company o |
If 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 defined in Rule 12b-2 of the Exchange Act). YES o NO 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 December 31, 2020, the registrant’s outstanding common stock consisted of 464,817,339 shares. Of these shares 45,817,339 are held by non-affiliates and have a market value of $nil
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PART I
This annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP”). In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to “common shares” refer to the common shares in our capital stock.
ITEM 1. DESCRIPTION OF BUSINESS
COMPANY HISTORY
We were incorporated in the State of Nevada on
November 2, 2001 under the name Altus Explorations Inc. (Altus) as a company engaged in the acquisition and exploration of oil and natural
gas properties. The company has not been able to secure sufficient financing to act on oil and gas investment opportunities as they were
identified. Therefore, we did very little business and showed very limited activity, with no profitability. In September 2010 we chose
to enter the expanding field of training of peace and law enforcement officers as well as other professionals involved in the fields
of security and safety oriented civilian training at both the individual and corporate levels. and entered into an agreement, in principle,
to purchase Canadian Tactical Training Academy (CTTA) Inc. from UWD Unitas World Development Inc. (“UNITAS”), a private Canadian
company. We refer to this asset purchase transaction as the Acquisition. On October 1, 2010, Altus entered into a Share Exchange Agreement
(the “Agreement”) with Unitas. 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 (CTTA) Inc., representing 100% of the issued and outstanding
shares of common stock, which were held by UWD. On November 4, 2010, Altus changed its name to Canadian Tactical Training Academy Inc.
(Nevada company) (the Company subsequently changed its name to Earth Life Sciences Inc. on June 2, 2014). On June 2, 2011, the Company
and increased the authorized share capital from 40,000,000 to 250,000,000 shares of common stock. On June 2, 2014, the
Company completed a reverse stock split of 1 for 40 shares of common stock. On June 2, 2015, the Company completed a reverse stock split
of 1 for 8. On June 19, 2015, Company signed an option agreement with Song Bo to acquire the White Channel mineral property. The Company
decided to cease operating its tactical training business. The tactical training business operated in a wholly owned subsidiary called
Canadian Tactical Training Academy (CTTA) Inc. incorporated in Canada. The operations of the tactical training business were shown as
discontinued operations for the years ended December 2015 and 2014. On February 18, 2016, the Company announced the acquisition of White
Channel and Gold Buck projects by entering into agreements. Company had previously announced the agreement with Song Bo on the White
Channel property. Pursuant to the option to purchase mineral interests in the White Channel and Gold Buck concessions, the Company issued
225,000,000 million shares for a beneficial ownership to Song Bo but delivered to the Company for safekeeping. Based on the market price
the Company booked the mineral property acquisition at $6,750,000. The Company conducted various sampling programs (samples retained
in metal building on property), examining the potential of a possible silica deposit. The property was previously an important placer
gold mining area. The presence of any gold, and or the recovery thereof, could reduce the processing cost of cleaning a silica product.
The market for silica is typical of a mineral product with fluctuating market prices. We tried to obtain sales agreements to supply silica.
The White Channel property was interesting, but the economics are not positive at this time. Transportation costs are too high.
On December 4, 2018, the authorized share capital was increased to 500,000,000 common shares. On October 8, 2020, the authorized share capital was increased to 1,000,000,000 common shares.
Events of a recent nature are detailed as follows:
INVESTMENT IN PUBLIC TRANSPORTATION SOFTWARE
In June of 2019, the Company started negotiations with a group of software developers with partners in USA, Canada, Asia, and Europe (“Software Group”). The Software Group has developed, sold, and is currently providing support services for products they have developed. Over the next six months the parties discussed a software product to provide “mileage based” loyalty systems for public transportation. On January 6, 2020, the parties signed an agreement.
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Description of the Market
Public transportation or public transit usually refers to forms of transport available for use by the general public, typically managed on a schedule, operated on established routes or door-to-door for paratransit. The various modes of transportation are:
| ● | Buses |
| ● | Light rail |
| ● | Subways |
| ● | Commuter trains |
| ● | Streetcars and trolleys |
| ● | Cable cars |
| ● | Van pool services |
| ● | Ferries and water taxis |
| ● | Paratransit services for Senior citizens and people with disabilities |
| ● | Ferries and water taxis |
| ● | Monorails and tramways |
The Company has extracted information from national databases showing that annual ridership in the US for 2018 was:
| Mode | Annual ridership | |||
| Aerial Tramway | 2,068,009 | |||
| Alaska Railroad | 199,666 | |||
| Bus | 4,553,917,163 | |||
| Bus Rapid Transit | 61,372,730 | |||
| Cable Car | 6,292,346 | |||
| Commuter bus | 88,225,004 | |||
| Commuter Rail | 500,722,140 | |||
| Demand Response | 97,241,361 | |||
| Demand Response Taxi | 9,507,201 | |||
| Ferry Boat | 81,574,298 | |||
| Heavy Rail | 3,724,442,285 | |||
| Hybrid Rail | 7,085,806 | |||
| Inclined Planed | 1,151,462 | |||
| Light Rail | 487,015,285 | |||
| Monorail | 21,361,087 | |||
| Publico | 12,888,313 | |||
| Streetcar | 55,652,262 | |||
| Trolleybus | 76,889,970 | |||
| Totals | 9,787,606,388 | |||
According to the American Public Transportation Association in their 2018 Public Transportation Fact Book:
| ● | Every $1 invested in public transportation generates $4 in economic returns. |
| ● | Every $1 billion invested in public transportation supports and creates more than 50,000 jobs. |
| ● | Every $10 million in capital investment in public transportation yields $30 million in increased business sales. |
| ● | Every $10 million in operating investment yields $32 million in increased business sales. |
| ● | An estimated $37 billion of public transit expenditures flow into the private sector. |
| ● | Home values in areas located near high-frequency public transit performed 42% better than other areas. |
| ● | Hotels in cities with direct rail access to airports raise 11% more revenue per room than hotels in those cities without. |
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The Company did an analysis of capital expenditures in public transportation for the year ended December 31, 2018. The summary is shown below:
| Capital Use Schedule 2019 | ||||||||||||
| Type | Urban | Rural | Tribe | |||||||||
| Aerial Tramway | $ | - | $ | 1,933,617 | $ | - | ||||||
| Alaska Railroad | 52,696,326 | - | - | |||||||||
| Bus | 4,941,564,975 | 85,259,226 | 1,592,940 | |||||||||
| Bus Rapid Transit | 243,066,313 | 1,648,843 | - | |||||||||
| Cable Car | 3,059,017 | - | - | |||||||||
| Commuter bus | 181,827,090 | 7,422,288 | 21,099 | |||||||||
| Commuter Rail | 3,790,941,024 | - | - | |||||||||
| Demand Response | 324,969,607 | 124,052,415 | 3,664,291 | |||||||||
| Demand Response Taxi | 794,208 | - | - | |||||||||
| Ferry Boat | 458,356,551 | 1,143,621 | 994,319 | |||||||||
| Heavy Rail | 7,671,279,061 | - | - | |||||||||
| Hybrid Rail | 90,626,869 | - | - | |||||||||
| Inclined Planed | 1,534,274 | - | - | |||||||||
| Light Rail | 3,194,734,232 | - | - | |||||||||
| Monorail | 5,626,076 | - | - | |||||||||
| Streetcar | 221,784,672 | - | - | |||||||||
| Trolleybus | 96,956,709 | - | - | |||||||||
| $ | 21,279,817,004 | $ | 221,460,010 | $ | 6,272,649 | |||||||
Out of the capital expenditures of $21 billion, the total for “Communication Information Systems” was $2,151,044,289.
The public transportation system in the US is a large industry. It was our contention that industry is seeking increased ridership by various means. We intend to offer the industry, a timely and current software, to assist the industry in reaching out to their ridership, and also meet other information demands.
The Company built its own database and compiled information on over 600 companies in the US. The purpose was to assess various entities as to their anticipated interest and/or enthusiasm for our transportation software. The Company may also reach out to foreign companies to test its software and potential use.
The Software
The Software was designed by the Software Group. The purpose of software is to identify what loyalty rewards and incentives should be given to whom and when to entice maximum-efficiency usage of public transportation based on unique rider behavior. The term “maximum efficiency” is a strategy such as return on investment (ROI); increase of ridership, decongestion analysis, interruption of service compensation, congestion management, and prediction analysis of ridership usage patterns. The delivery of the software can be directed to various rider groups by way of apps (“an application, especially as downloaded by a user to a mobile device”), via contactless smart cards or multi-tenant platforms. System can be implemented as a multi-tenant SaaS (Software as a Service) platform. Transit companies will be able to integrate platforms into their workflow and systems using APIs (application programming interface). The future is with smart transportation technology.
The Software Group own and are willing to lease their proprietary AI (“Artificial Intelligence”) software to the Company on an as-needed basis. Their AI software has passed rigorous model testing with several patents having been applied for. AI is simply software that can test certain algorithms and large amounts of data to give data patterns some significance, heuristics and/or importance.
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Under the terms of the agreement, the Company issued 32 million common shares to the Software Group and upon receiving a working version of the software and necessary support documentation, the Company will deliver 125 million shares after testing, acceptance, and license transfer of the software. Further deliveries of 100 million shares will be based on gross sales of $1 million being reached in a consecutive twelve-month period within 3 years 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 are restricted.
BUSINESS CONSIDERATION IN MARIJUANA AND/OR HEMP PRODUCTS
The Company was considering a project in the marijuana market. Several companies have entered this market attracted by the potential for growth. The Company became interested in the marijuana business in 2016. The Company subcontracted the writing of a business plan, the first draft being available on June 1, 2017 and a final draft available on July 23, 2018. The draft business plan had covered the following subject areas:
| TABLE OF CONTENTS | ||
| I. EXECUTIVE SUMMARY | 3 | |
| II. BUSINESS STRATEGY | 5 | |
| III. MARKETING STRATEGY | 8 | |
| IV. OPERATIONAL PLAN | 17 | |
| V. SWOT ANALYSIS | 20 | |
| VI. HUMAN RESOURCES PLAN | 23 | |
| VII. SOCIAL RESPONSIBILITY STRATEGY | 25 | |
| VIII. EBUSINESS STRATEGY | 27 | |
| IX. FINANCIAL DOCUMENTS & FORECASTS | 28 | |
| X. PRODUCTION SCHEDULE | 36 | |
| XI. ADDITIONAL RESOURCES | 37 | |
| XII. PRODUCT PROFILES | 40 | |
| XIII. PRODUCT MOCKUPS | 45 |
The Company contemplated the production of cannabis plants in various locations. Meetings were held with knowledgeable practitioners in Denver, CO, the Okanagan and Montreal, PQ on several occasions in 2017 and 2018.
There are numerous business issues in the contemplation of an entry into the marijuana marketplace:
Recreational marijuana legalization
Personal recreational use
Medical marijuana uses and legalization
Marijuana decriminalization
Marijuana businesses may not be able to secure bank accounts or transfer funds
Cultivation licenses
Federal vs. State laws and or Provincial
State marijuana laws and rules are not uniform from state to state and they can and do change constantly
As well there are severe legal and disclosure issues:
Marijuana is federally illegal
Investors risk criminal liability and the cannabis business’s assets are subject to forfeiture
IRC 280E – cannabis companies are unable to deduct expenses
Hemp Business
The following is a discussion of status hemp plants in the United States and Canada. (Any discussion on hemp plants has to include the comparison to marijuana.)
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Difference between marijuana and hemp plants:
Hemp vary from marijuana in its appearance, function, cultivation and applications. Marijuana leaves are either broad leafed, a tight bud, or look like a nugget with hairs, and it resembles a short fat bush. Hemp has skinny leaves concentrated at the top with a few branches below and the plant tends to be skinny and tall. Hemp plants originally were grown to make rope. In the 1800’s it was customary and sometimes mandatory to grow hemp pertaining to its use in the military. More recently marijuana plants have been crossed with hemp plants and now contain cannabidiols (“CBD”) oils
Marijuana plants contain tetrahydrocannabinol (THC). THC is considered a drug and is responsible for the “high” (psychological) effects, with marijuana plants containing from 5-30%. Hemp (to be legal) has a THC level of less than 0.3%, essentially eliminating any effect to get a “high”.
Marijuana plants can also have a high cannabidiol (CBD) content. Hemp plants do not normally have a high CBD content if any at all. Both marijuana and hemp plants containing any amount of CBD are treated as Schedule I drugs under the Controlled Substances Act in the United States. About 30 states have various regulations for the distribution of marijuana and hemp products exceeding allowed limits. On October 17, 2018, CBD became legal for recreational and medical use in Canada.
Conclusion
The Company considered the various aspects of the marijuana business and has decided to not enter this space. Although there appears to be several companies entering the marijuana space, and investors seem to have an appetite, the Company became disinterested. The major reason is the disconnect between various states that have approved, or not approved legislation and a lack of agreement with the federal government. The Company has not entered into any agreements or contracts in growing, preparing, inspecting, advising, shipping, purchasing, sampling, or selling any marijuana preparations.
ITEM 1A. RISK FACTORS
RISK FACTORS ASSOCIATED WITH OUR BUSINESS
You should carefully consider the risks and uncertainties described below and the other information in this annual report. These are not the only risks we face. Additional risks and uncertainties that we are not aware of or that we currently deem immaterial also may impair our business. If any of the following risks actually occur, our business, financial condition and operating results could be materially adversely affected.
Much of the information included in this annual report includes or is based upon estimates, projections or other “forward-looking statements”.
Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith, and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Such estimates, projections or other “forward-looking statements” involve various risks and uncertainties as outlined below. Again, we caution readers of this annual report that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other “forward-looking statements”. In evaluating us, our business and any investment in our business, readers should carefully consider the following factors.
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WE HAVE A LIMITED OPERATING HISTORY.
We have a limited operating history upon which an evaluation of our future prospects can be made. Our business history has been limited to oil and gas exploration, mineral exploration and the training of law enforcement personnel and personal security. Since inception, our operation has been generating losses and we cannot give assurances that we will be successful in generating profits in the future.
We are regarded as a new or start-up venture with all of the unforeseen costs, expenses, problems, and difficulties to which such ventures are subject to. We cannot give assurances that we will be able to raise the financing necessary to maintain our current operation. Therefore, you may lose your entire investment in us.
BECAUSE WE HAVE HISTORICALLY INCURRED LOSSES AND THESE LOSSES MAY INCREASE IN THE FUTURE, WE MUST BEGIN GENERATING A PROFIT FROM OUR OPERATIONS. IF WE DO NOT BEGIN GENERATING A PROFIT WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS.
We have never been profitable. If we do not obtain additional financing or begin generating revenues within the next year, we will have to reduce or suspend or operations. In order to become profitable, we will need to generate significant revenues to offset our cost of revenues, sales and marketing, research and development and general and administrative expenses. We may not achieve or sustain our revenue or profit objectives and our losses may continue or increase in the future in which case you might lose your investment.
WE HAVE A LIMITED OPERATING HISTORY AND IF WE ARE NOT SUCCESSFUL IN CONTINUING TO GROW OUR BUSINESS, THEN WE MAY HAVE TO SCALE BACK OR EVEN CEASE OUR ONGOING BUSINESS OPERATIONS.
We have no history of substantial revenues from operations. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably. Our company has a limited operating history, and our success is significantly dependent on increased sales and new product offerings.
We will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We may be unable to increase sales or operate on a profitable basis. We are in the development stage and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.
Significant investment risks and operational costs are associated with our exploration, development, and mining activities. These risks and costs may result in lower economic returns and may adversely affect our business.
Mineral exploration is frequently unproductive. If mineralization is discovered, it may take a number of years until production is possible, during which time the economic viability of the Project may change.
Development projects may have no operating history upon which to base estimates of future operating costs and capital requirements. Development project items such as estimates of reserves, recoveries and cash operating costs are to a large extent based upon the interpretation of geologic data, obtained from a limited number of sampling techniques, and feasibility studies. Estimates of cash operating costs are then derived based upon anticipated tonnage to be processed, the configuration of the ore body, expected recovery rates, comparable facility and equipment costs, anticipated climate conditions and other factors. As a result, actual cash operating costs and economic returns of any and all development projects may materially differ from the costs and returns estimated, and accordingly, our financial condition and results of operations may be negatively affected.
BECAUSE OF THE EARLY STAGE OF DEVELOPMENT AND THE NATURE OF OUR BUSINESS, OUR SECURITIES ARE CONSIDERED HIGHLY SPECULATIVE.
Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of our development. Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.
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BECAUSE THE MARKET FOR OUR COMMON STOCK IS LIMITED, YOU MAY NOT BE ABLE TO RESELL YOUR SHARES OF COMMON STOCK.
There is currently a limited trading market for our common stock. Our common stock trades on the OTC Bulletin Board operated by the National Association of Securities Dealers, Inc. under the symbol “CLTS.” As a result, you may not be able to resell your securities in open market transactions.
BECAUSE THE SEC IMPOSES ADDITIONAL SALES PRACTICE REQUIREMENTS ON BROKERS WHO DEAL IN OUR SHARES THAT ARE PENNY STOCKS, SOME BROKERS MAY BE UNWILLING TO TRADE THEM. THIS MEANS THAT YOU MAY HAVE DIFFICULTY IN RESELLING YOUR SHARES AND MAY CAUSE THE PRICE OF THE SHARES TO DECLINE.
Our shares qualify as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934, which imposes additional sales practice requirements on broker/dealers who sell our securities in this offering or in the aftermarket. In particular, prior to selling a penny stock, broker/dealers must give the prospective customer a risk disclosure document that: contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; contains a description of the broker/dealers’ duties to the customer and of the rights and remedies available to the customer with respect to violations of such duties or other requirements of Federal securities laws; contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask prices; contains the toll free telephone number for inquiries on disciplinary actions established pursuant to section 15(A)(i); defines significant terms used in the disclosure document or in the conduct of trading in penny stocks; and contains such other information, and is in such form (including language, type size, and format), as the SEC requires by rule or regulation. Further, for sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement before making a sale to you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of the shares to decline.
TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC’S PENNY STOCK REGULATIONS WHICH MAY LIMIT A STOCKHOLDER’S ABILITY TO BUY AND SELL OUR STOCK.
The U.S. Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse.
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of, our common stock.
WE DO NOT EXPECT TO DECLARE OR PAY ANY DIVIDENDS.
We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future.
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ANTI-TAKEOVER PROVISIONS
\We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws. Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our management and directors.
OUR BY-LAWS CONTAIN PROVISIONS INDEMNIFYING OUR OFFICERS AND DIRECTORS AGAINST ALL COSTS, CHARGES AND EXPENSES INCURRED BY THEM.
Our By-laws contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officers.
ITEM 2. DESCRIPTION OF PROPERTY
Descriptions of properties are contained in the Business discussion in this Report.
Our principal executive office is located at 3911 Concord Pike #8030, SMB 9154, Willington, DE, 19803.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may be involved in litigation incidental to the conduct of our business, such as contractual matters and employee-related matters. Currently, we are not a party to any material legal proceeding or litigation, whether current or threatened, nor are any of our officers, directors or affiliates, a party adverse to us in any legal proceeding or litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of shareholders.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND PURCHASE OF EQUITY SECURITIES
Our authorized number of shares is 1,000,000,000 common shares.
On June 2, 2014 we declared a reverse stock split and each shares of common stock outstanding were replaced by one fortieth of a share of common stock. No fractional shares were issued. As of that date and following the reverse split of the stock, we had a total of 632,277 common shares issued and outstanding.
On April 25, 2014, we converted $55,000 of convertible debt into 184,375 shares of common stock (pre-split 59,000,000 shares.)
As of December 31, 2014, there were 169 holders of record of our common stock. As of such date, 816,656 common shares were issued and outstanding.
On June 10, 2015,we declared a reverse stock split and each shares of common stock outstanding were replaced by one eighth of a share of common stock. No fractional shares were issued.
On July 15, 2016, we converted $45,000 of debt into 45 million restricted shares giving rise to stock=based compensation of $1,305,000.
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In December of 2018, the Company issued 62,000,000 common restricted shares at a price of $0.001 per share giving rise to stock-based compensation of $399,938.
On February 19, 2020, the Company issued 8,000,000 common restricted shares to each member of the Software Group for a total of 32,000,000 shares at a price of $0.001 per share giving rise to stock based compensation of $144,000.
On February 19, 2020, the Company issued 325,000,000 common restricted shares to an escrow agent pursuant to a lock-up and leak out agreement with the Software Group at a price of $0.001 per share giving rise to stock based compensation of $1,462,500.
On February 19, 2020, the Company returned to treasury, 225,000,000 common restricted shares previously issued.
As of December 31, 2020 the Company had issued shares of 464,817,339.
TRANSFER AGENT
Our common shares are issued in registered form. ClearTrust LLC, 16540 Pointe Village Drive, Suite 210, Lutz, FL, 33558 (Telephone: 813-235-4490; Facsimile: 813-388-4549) is the registrar and transfer agent for our common shares. We have no other exchangeable securities.
DIVIDEND POLICY
We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.
ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
RESULTS OF OPERATIONS
TWELVE MONTHS ENDED DECEMBER 31, 2020 AND 2019
Our net loss for the year ended December 31, 2020 totaled $1,827,624 compared to our net loss of $22,745 for the year ended December 31, 2019. The main expense in 2020 was stock based compensation for $1,787,500.
Office and general consisted mainly of filing and transfer agent fees of $19,657 (2019 - $7,946), news releases of $1,520 (2019 - $2,157), and rent of $2,400 (2019 - $nil).
Consulting fees were incurred in relation to transportation software.
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. 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.
10
FUTURE OPERATIONS CASH REQUIREMENTS
During the twelve-month period ending December 31, 2021, we project cash requirements of approximately $340,000 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, 2021
| Operating, general and administrative costs | $ | 40,000 | ||
| Transportation software budget | 300,000 | |||
| TOTAL | $ | 340,000 |
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment over the next twelve months ending December 31, 2021.
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 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 in this filing.
ITEM 8. FINANCIAL STATEMENTS
The financial statements are attached to this report following the signature page. Management prepared financial statements have been prepared for the year ended December 31, 2020 and 2019. The Company has engaged the auditors to audit management prepared financial statements and will file as soon as possible.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
In March 2020, the Company has notified the previous auditor, BF Borgers, CPA’s of a change in auditors to Michael Gillespie, to be the Company’s PCAOB auditor.
ITEM 9A. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of December 31, 2020 (the “Evaluation Date”). Based on that evaluation, the Principal Executive Officer and Principal Accounting Officer have concluded that these disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed below.
Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are 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 in our reports filed under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosure.
11
Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified below, we believe that our financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 fairly present our financial condition, results of operations and cash flows in all material respects.
Management’s Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process, under the supervision of the management, designed 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 United States Generally Accepted Accounting Principles (GAAP). Internal control over financial reporting 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 Company’s assets. |
| ● | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; 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. Also, 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 conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control –Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As a result of this assessment, management identified a material weakness in internal control over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
The material weakness identified is described below.
| 1. | Certain entity level controls establishing a “tone at the top” were considered material weaknesses. As of December 31, 2020, the Company did not have a separate audit committee or a policy on fraud. A whistleblower policy is not necessary given the small size of the organization. |
| 2. | Due to the significant number and magnitude of out-of-period adjustments identified during the year- end closing process, management has concluded that the controls over the period-end financial reporting process were not operating effectively. A material weakness in the period-end financial reporting process could result in us not being able to meet our regulatory filing deadlines and, if not remediated, has the potential to cause a material misstatement or to miss a filing deadline in the future. Management override of existing controls is possible given the small size of the organization and lack of personnel. |
| 3. | There is no system in place to review and monitor internal control over financial reporting. The Company maintains an insufficient complement of personnel to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting. |
12
As a result of the material weakness in internal control over financial reporting described above, the Company’s management has concluded that, as of December 31, 2020, the Company’s internal control over financial reporting was not effective based on the criteria in Internal Control - Integrated Framework issued by COSO.
Changes in Internal Controls
There were no changes in our internal control over financial reporting during the fiscal year ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The officers of the Company are appointed by our board of directors and hold office until their death, resignation, or removal from office. Our directors, executive officers and significant employees, their ages, positions held, and duration as such, are as follows:
| Name | Position Held with our Company | Age | Date First Elected or Appointed | |||
| Angelo Marino | President, Secretary, Vice President | 51 | October 1, 2010 |
BUSINESS EXPERIENCE
The following is a brief account of the education and business experience during at least the past five years of each director, executive officer, and key employee, indicating the principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
ANGELO M. MARINO, PRESIDENT AND SECRETARY
Educated and certified in various North American institutions, the President and CEO of UNITAS WORLD completed a Bachelor of Science in Criminal Justice Administration and a Master of Science in Policing and Social Conflict. Possessing a strong and diversified background in both the public and private sectors of the security world, Mr. Marino’s experience includes 23 years as a personal protection specialist having escorted clients to and from various Canadian, U.S., South American, European and African destinations, 17 years as a security and personal protection trainer, 10 years as director of a network of specialized security and protection operatives, 7 years as a municipal public safety officer, and 15 years as a protection officer specialized in the secure transport of high-risk cargo, including 5 years as coordinator of special operations.
Mr. Marino is considered to be one of Canada’s most renowned Specialists and Master Instructors in the fields of Armored and Non-Armored High-Risk Cargo Protection, Tactical Operations and Executive, Personal and Family Protection, having trained more than 4300 security, police, and military personnel.
Having worked in over 40 countries to this date, Mr. Marino has created and directed a variety of training programs for numerous domestic and international security and Law Enforcement agencies and has trained the presidential security details of two countries.
FAMILY RELATIONSHIPS
There are no family relationships between any of our directors or executive officers.
13
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
None of our directors, executive officers, promoters, or control persons has been involved in any of the following events during the past five years:
| 1. | any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. |
| 2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences). |
| 3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, or banking activities; or |
| 4. | being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended December 31, 2020, all filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with.
CODE OF ETHICS
Effective February 27, 2004, the Company’s board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our Board of Directors, our company’s officers including our president (being our principal executive officer) and our company’s chief financial officer (being our principal financial and accounting officer), contractors, consultants, and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:
| 1. | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
| 2. | full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us; |
| 3. | compliance with applicable governmental laws, rules, and regulations |
| 4. | the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and |
| 5. | accountability for adherence to the Code of Business Conduct and Ethics. |
Our Code of Business Conduct and Ethics requires, among other things, that all of the Company’s personnel shall be accorded full access to our president and secretary with respect to any matter which may arise relating to the Code of Business Conduct and Ethics. Further, all of our company’s personnel are to be accorded full access to our company’s board of directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our Company officers.
14
In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial, and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our company’s president or secretary. If the incident involves an alleged breach of the Code of Business Conduct and Ethics by the president or secretary, the incident must be reported to any member of our board of directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company’s Code of Business Conduct and Ethics by another.
Our Code of Business Conduct and Ethics is filed with the Securities and Exchange Commission as Exhibit 14.1.
CORPORATE GOVERNANCE
The Board of Directors currently has no standing audit committee, compensation committee, or nominating committee.
ITEM 11. EXECUTIVE COMPENSATION
The following table summarizes the compensation of key executives during the last two complete fiscal years. No other officers or directors received annual compensation in excess of $100,000 during the last two complete fiscal years.
| SUMMARY COMPENSATION TABLE | ||||||||||||||||
| Annual Compensation | Long Term Compensation (1) | |||||||||||||||
| Awards | Payouts | |||||||||||||||
| Securities | Restricted | |||||||||||||||
| Underlying | Stock | |||||||||||||||
| Name and | Other Annual | Options/SARs | Award(s) | All Other | ||||||||||||
| Principal Position | Year | Salary | Bonus | Compensation(1) | Granted | Share Units | LTIP | Compensation | ||||||||
| Angelo Marino | 2020 | Nil | Nil | Nil | Nil | Nil | Nil | Nil | ||||||||
| President and Secretary | 2019 | Nil | Nil | Nil | Nil | Nil | Nil | Nil | ||||||||
LONG-TERM INCENTIVE PLANS
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers may receive stock options at the discretion of our board of directors. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.
We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.
DIRECTORS COMPENSATION
We reimburse our directors for expenses incurred in connection with attending board meetings. We have no present formal plan for compensating our directors for their service in their capacity as directors, although in the future, such directors are expected to receive compensation and options to purchase shares of common stock as awarded by our board of directors or (as to future options) a compensation committee which may be established in the future. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. The board of directors may award special remuneration to any director undertaking any special services on behalf of our company other than services ordinarily required of a director. Other than indicated in this annual report, no director received and/or accrued any compensation for his or her services as a director, including committee participation and/or special assignments.
15
REPORT ON EXECUTIVE COMPENSATION
Our compensation program for our executive officers is administered and reviewed by our board of directors. Historically, executive compensation consists of a combination of base salary and bonuses. Individual compensation levels are designed to reflect individual responsibilities, performance, and experience, as well as the performance of our company. The determination of discretionary bonuses is based on various factors, including implementation of our business plan, acquisition of assets, development of corporate opportunities and completion of financing.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
BENEFICIAL OWNERSHIP
The following table sets forth, as of December 31, 2020, certain information with respect to the beneficial ownership of our common shares by each shareholder known to us to be the beneficial owner of 5% of our common shares, and by each of our officers and directors. Each person has sole voting and investment power with respect to the common shares, except as otherwise indicated. Beneficial ownership consists of a direct interest in the common shares, except as otherwise indicated.
| Name and address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of Class |
Cameron
Morris
|
81,250,000 Common restricted shares held in escrow 8,000,000 Common restricted shares
|
21% |
Oleksiy
Mykhaylov |
81,250,000 Common restricted shares held in escrow 8,000,000 Common restricted shares |
21% |
Oleksiy
Ptashnty
|
81,250,000 Common restricted shares held in escrow 8,000,000 Common restricted shares
|
21% |
Shatter
Tech Venture Holdings Inc.
|
81,250,000 Common restricted shares held in escrow 8,000,000 Common restricted shares
|
21% |
CHANGES IN CONTROL
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Nil
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Nil
16
ITEM 14. EXHIBITS
Exhibits required by Item 601 of Regulation S-B
17
SIGNATURES
In accordance with Section 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, on May 3, 2021.
EARTH LIFE SCIENCES INC.
| By: | /s/ Angelo Marino | |
| Angelo Marino | ||
| President | ||
In accordance with the requirements of the Exchange Act, this Form 10-K for the year ended December 31, 2020 report has been signed by the following persons on behalf of the registrant and in the capacities indicated on the dates indicated.
| Signature | Title | Date | ||
| By: /s/Angelo Marino | President | May 3, 2021 |
18
| Earth Life Sciences Inc. |
| Balance Sheets |
| As at December 31 |
| (unaudited) |
| 2020 | 2019 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | - | $ | - | ||||
| Acquisition of software technology | 176,000 | - | ||||||
| Total assets | $ | 176,000 | $ | - | ||||
| LIABILITIES | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 51,037 | $ | 33,389 | ||||
| Accounts payable - related parties | 665 | 23,572 | ||||||
| Notes payable | 28,603 | 248,103 | ||||||
| Convertible debt | 297,603 | 32,720 | ||||||
| 377,908 | 337,784 | |||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Common shares, authorized 1,000,000,000 shares at par value $0.001, issued, and outstanding as of December 31, 2020 – 464,817,339 and December 31, 2019 - 332,817,339 shares. | 464,817 | 332,817 | ||||||
| Additional paid in capital | 16,321,969 | 14,490,469 | ||||||
| Accumulated comprehensive income | 131,859 | 131,859 | ||||||
| Deficit | (17,120,553 | ) | (15,292,929 | ) | ||||
| (201,908 | ) | (337,784 | ) | |||||
| Total liabilities and shareholders’ equity | $ | 176,000 | $ | - | ||||
The accompanying notes are an integral part of these financial statements
F-1
| Earth Life Sciences Inc. |
| Statement of Operations |
| For the year ended December 31 |
| (unaudited) |
2020 (unaudited) | 2019 (unaudited) | |||||||
| Expenses | ||||||||
| Consulting and subcontractors | $ | 7500 | $ | 14,246 | ||||
| Depreciation | - | 490 | ||||||
| Management fees | - | 20,000 | ||||||
| Office and general | 32,624 | 10,387 | ||||||
| Stock-based compensation | 1,787,500 | - | ||||||
| Net loss | (1827,624 | ) | (53,778 | ) | ||||
| Total comprehensive income (loss) | $ | (1,827,624 | ) | $ | (53,778 | ) | ||
| Loss per share, basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Weighted average number of shares outstanding | 438,474,798 | 332,987,669 | ||||||
The accompanying notes are an integral part of these financial statements
F-2
| Earth Life Sciences Inc. |
| Statements of Cash Flows |
| For the years ended December 31 |
| 2020 | 2019 | |||||||
| (unaudited) | (audited) | |||||||
| Cash Flows from Operating Activities | ||||||||
| Loss for the period | $ | (1,827,624 | ) | $ | (53,778 | ) | ||
| Items not affecting cash: | ||||||||
| Depreciation | - | 490 | ||||||
| Stock-based compensation | 1,787,500 | - | ||||||
| (40,124 | ) | (53,288 | ) | |||||
| Changes in non-cash working capital: | ||||||||
| Accounts payable and accrued liabilities | 17,648 | 5,335 | ||||||
| Accounts payable – related parties | (22,907 | ) | 13,627 | |||||
| Net cash provided by (used in) operating activities | (45,383 | ) | (34,326 | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Advances from a shareholder | 45,383 | 34,326 | ||||||
| Net cash provided by financing activities | 45,383 | 34,326 | ||||||
| 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 trust | $ | 1,787,500 | $ | - | ||||
| Shares issued for technology services | $ | 176,000 | $ | - | ||||
The accompanying notes are an integral part of these financial statements
F-3
| 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, 2019 | 332,817,339 | $ | 332,817 | $ | 14,490,469 | $ | (15,239,151 | ) | $ | 131,859 | $ | (284,006 | ) | |||||||||||
| Loss for the period | - | - | - | (53,778 | ) | - | (53,778 | ) | ||||||||||||||||
| Balance, December 31, 2019 | 332,817,339 | $ | 332,817 | $ | 14,490,469 | $ | (15,292,929 | ) | $ | 131,859 | $ | (337,784 | ) | |||||||||||
| - | - | |||||||||||||||||||||||
| Balance, January 1, 2020 | 332,817,339 | 332,817 | 14,490,469 | (15,292,929 | ) | 131,859 | (337,784 | ) | ||||||||||||||||
| Share cancellation | (225,000,000 | ) | (225,000 | ) | 225,000 | - | - | - | ||||||||||||||||
| Issued for software technology | 32,000,000 | 32,000 | 144,000 | - | - | 176,000 | ||||||||||||||||||
| Shares issued in trust | 325,000,000 | 325,000 | 1,462,500 | - | - | 1,787,500 | ||||||||||||||||||
| Loss for the period | - | - | - | (1,827,624 | ) | - | (1,827,624 | ) | ||||||||||||||||
| Balance, December 31, 2020 | 464,817,339 | $ | 464,817 | $ | 16,321,969 | $ | (17,120,553 | ) | $ | 131,859 | $ | (201,908 | ) | |||||||||||
The accompanying notes are an integral part of these financial statements
F-4
EARTH
LIFE SCIENCES INC.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Earth Life Sciences Inc. (the “Company”) was incorporated in the state of Nevada on November 2, 2001. Originally the corporate name was Altus Explorations, Inc. On June 2, 2014, the Company changed its name to Earth Life Sciences Inc.
On October 1, 2010, the Company entered into a Share Exchange 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 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.
The Company has entered into the transportation software market (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’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’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’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”) and are expressed in U.S. dollars. The Company’s fiscal year-end is December 31.
F-5
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-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.
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’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 years ended December 31, 2020 and 2019, the Company 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” 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.
F-6
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 as of December 31, 2020. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair 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 realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company 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 December 31, 2020 or December 31, 2019.
Net Income (loss) per Common Share
Net income (loss) per share is calculated in accordance with ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or 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.
F-7
Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at December 31, 2020 and 2019.
Share Based Compensation
ASC 718, Compensation – 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 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, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued.
Share-based expense for the years ended December 31, 2020 and 2019 totaled $1,787,500 and $nil, respectively.
NOTE 3 – SOFTWARE TECHNOLOGY
The Company entered 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. The Company also issued 325 million common shares to an escrow agent. Pursuant to the 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.
NOTE 4 – CONVERTIBLE NOTE PAYABLE
As of December 31, 2020, the Company had convertible notes payable totaling $297,603 (December 31, 2019 - $32,720). Convertible notes were issued on July 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 conversion of a Notes Payable in 2011 and had no interest rate and no fixed terms of repayment. The recent convertible notes payable have an interest rate of 8% commencing on January 1, 2021. All of the notes are convertible into common shares at $0.001 per share. Currently, the notes could be converted to 297,605,000 shares.
NOTE 5 – COMMON STOCK
As of December 31, 2020, 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 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.
F-8
No provision for income taxes has been provided in these financial statements due to the net loss for the years ended December 31, 2020 and 2019. 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 December 31, 2020 the Company had notes payable of $28,603 (December 31, 2019 – other amounts payable $248,103). 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.
F-9
Exhibit 3.8
Exhibit 31.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER, PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Angelo Marino, certify that:
(1) I have reviewed this quarterly report on Form 10-K for the year ended December 31, 2020 of Earth Life Sciences Inc.;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in the report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5) I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: May 3, 2021 | |
| /s/ Angelo Marino | |
| Angelo Marino | |
| (Principal Executive Officer and Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER, PRINCIPAL FINANCIAL OFFICER
AND PRINCIPAL ACCOUNTING OFFICER
PURSUANT TO 18 U.S. C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report on Form 10-K of Earth Life Sciences Inc. (the “Company”) for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Angelo Marino, Principal Executive Officer and Principal Financial and Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Dated: May 3, 2021 | |
| /s/ Angelo Marino | |
| Angelo Marino | |
| Principal Executive Officer and Principal
Financial and Accounting Officer |