UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-Q
xQUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
For the quarterly period ended June 30,
2020
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)
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 o No x
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 o No x
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 August 14, 2020, the registrant’s outstanding common stock
consisted of 464,817,339 shares.
PART
I - FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
The
interim financial statements included herein are unaudited but
reflect, in management’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 six months ended June 30, 2020 are not necessarily
indicative of the results that may be expected for the full fiscal
year.
Earth
Life Sciences Inc. |
Balance
Sheets |
As
at |
(unaudited |
|
|
Note |
|
June 30, 2020 |
|
|
December 31, 2019 |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of software technology |
|
|
|
|
176,000 |
|
|
|
- |
|
Property and equipment - net |
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
$ |
176,000 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
|
|
$ |
306,716 |
|
|
$ |
281,492 |
|
Amounts owing to related parties |
|
|
|
|
23,572 |
|
|
|
23,572 |
|
Convertible debt |
|
|
|
|
32,720 |
|
|
|
32,720 |
|
|
|
|
|
|
363,008 |
|
|
|
337,784 |
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
shares, authorized 500,000,000 shares at par value $0.001, issued
and outstanding as of June 30, 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 |
|
|
|
|
(17,105,653 |
) |
|
|
(15,292,929 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(187,008 |
) |
|
|
(337,784 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders’ equity |
|
|
|
$ |
176,000 |
|
|
$ |
- |
|
The
Accompanying notes are integral part of these unaudited financial
statements.
Earth
Life Sciences Inc. |
Statement
of Operations |
(unaudited) |
|
|
Three months
ended June 30,
2020 |
|
|
Three months
ended June 30,
2019 |
|
|
Six months
ended June 30,
2020 |
|
|
Six months
ended June 30,
2019 |
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting and subcontractors |
|
$ |
- |
|
|
$ |
7,500 |
|
|
$ |
- |
|
|
$ |
13,113 |
|
Depreciation |
|
|
- |
|
|
|
122 |
|
|
|
- |
|
|
|
245 |
|
Office and general |
|
|
3,362 |
|
|
|
1,484 |
|
|
|
25,224 |
|
|
|
6,931 |
|
Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
1,787,500 |
|
|
|
- |
|
|
|
|
3,362 |
|
|
|
9,106 |
|
|
|
1,812,724 |
|
|
|
20,289 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period |
|
|
(3,362 |
) |
|
|
(9,106 |
) |
|
|
(1,812,724 |
) |
|
|
(20,289 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income (loss) |
|
$ |
(3,362 |
) |
|
|
(9,106 |
) |
|
|
(1,812,724 |
) |
|
|
(20,289 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share, basic and diluted |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding |
|
|
438,474,798 |
|
|
|
332,817,339 |
|
|
|
438,474,798 |
|
|
|
332,817,339 |
|
The
Accompanying notes are integral part of these unaudited financial
statements.
Earth
Life Sciences Inc. |
Statements
of Cash Flows |
(unaudited) |
|
|
Six months ended
June 30, 2020 |
|
|
Six months
ended June 30
2019 |
|
Cash Flows from Operating Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
$ |
(1,812,727 |
) |
|
$ |
(20,289 |
) |
Items not affecting cash: |
|
|
|
|
|
|
|
|
Depreciation |
|
|
- |
|
|
|
245 |
|
Stock-based compensation |
|
|
1,787,500 |
|
|
|
|
|
|
|
|
(25,224 |
) |
|
|
(20,044 |
) |
Changes in non-cash working capital: |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
|
15,529 |
|
|
|
20,044 |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
(9,695 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities |
|
|
|
|
|
|
|
|
Advances received from a shareholder |
|
|
9,695 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
9,695 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
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 software technology |
|
$ |
176,000 |
|
|
$ |
- |
|
Shares returned to treasury and cancelled |
|
$ |
- |
|
|
$ |
- |
|
The
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, 2019 |
|
|
332,817,339 |
|
|
$ |
332,817 |
|
|
$ |
14,490,469 |
|
|
$ |
(15,239,151 |
) |
|
$ |
131,859 |
|
|
$ |
(284,006 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(20,289 |
) |
|
|
- |
|
|
|
(20,289 |
) |
Balance, June 30, 2019 |
|
|
332,817,339 |
|
|
$ |
332,817 |
|
|
$ |
14,490,469 |
|
|
$ |
(15,259,440 |
) |
|
$ |
131,859 |
|
|
|
(304,295 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,812,727 |
) |
|
|
- |
|
|
|
(1,809,362 |
) |
Balance, June 30, 2020 |
|
|
464,817,339 |
|
|
$ |
464,817 |
|
|
$ |
16,321,969 |
|
|
$ |
(17,105,653 |
) |
|
$ |
131,859 |
|
|
$ |
(187,008 |
) |
The
Accompanying notes are integral part of these unaudited financial
statements.
EARTH
LIFE SCIENCES INC.
(A Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
JUNE 30, 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 programs until October
2017. As of December 31, 2017, the Company terminated exploration
and development of the White Channel property. The Company never
received any payments as contemplated in the option agreement. In
2020 the Company returned the 225,000,000 shares to the Company’s
transfer agent for cancellation.
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.
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 periods ended
June 30, 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.
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
June 30, 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 June 30, 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.
Basic
net income (loss) per common share is based on the weighted average
number of shares of common stock outstanding at June 30, 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 periods ended June 30, 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 325,000,000 million common
shares to an escrow agent. Pursuant to the terms of the agreement
the escrow agent will transfer 125,000 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 at
June 30, 2020, the Company had a convertible note payable totaling
$32,720 (December 31, 2019 - $32,720). The convertible note was
issued in 2011 and has no interest rate and no fixed terms of
repayment. The Note is convertible into common shares at $0.001 per
share. Currently, the note could be converted to 32,720,000
shares.
NOTE
5 – COMMON STOCK
As of
June 30, 2020, the Company had 500,000,000 shares of $0.001 par
value common shares authorized.
NOTE
6 – INCOME TAXES
The
Company is subject to United States federal and state income taxes
at an approximate rate of 35%. 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 periods ended June 30, 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.
ITEM
2. MANAGEMENT DISCUSSION AND ANALYSIS AND PLAN OF
OPERATION
RESULTS
OF OPERATIONS
Six
months ended June 30, 2020 and 2019
Our
net loss for the six months ended June 30, 2020 was $1,812,724 as
compared to a loss of $20,289 the six months ended June 30,
2019.
Office
and general expenses consisted of news release expense of
$1,520,filing and transfer agent fees of $19,317 and legal expense
of $5,787 for the six months ended June 30, 2020. Consulting and
subcontracting costs were incurred in the process of preparing a
business plan and visiting and searching for operating sites for a
proposed marijuana and hemp business for the six months ended June
30, 2019.
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.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
We
are a smaller reporting company as defined by Rule 12b-2 of the
Securities Exchange Act of 1934 and are not required to provide the
information under this item.
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
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, including its principal executive
and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding
required disclosure. Our management carried out an evaluation under
the supervision and with the participation of our Principal
Executive Officer, of the effectiveness of the design and operation
of our disclosure controls and procedures pursuant to Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934
(“Exchange Act”). Based upon that evaluation, our Principal
Executive Officer have concluded that our disclosure controls and
procedures were not effective as of June 30, 2020, due to the
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 all disclosures required were originally
addressed in our financial statements.
Changes
in Internal Control over Financial Reporting
Our
management has also evaluated our internal control over financial
reporting, and there have been no significant changes in our
internal controls or in other factors that could significantly
affect those controls subsequent to the date of our last
evaluation.
The
Company is not required by current SEC rules to include, and does
not include, an auditor’s attestation report. The Company’s
registered public accounting firm has not attested to Management’s
reports on the Company’s internal control over financial
reporting.
PART II - OTHER INFORMATION
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 Rule 12b-2 of the
Securities Exchange Act of 1934 and are not required to provide the
information under this item.
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.
PART
II – OTHER INFORMATION
ITEM
14. EXHIBITS
Exhibits
required by Item 601 of Regulation S-B
(3) |
|
ARTICLES
OF INCORPORATION AND BYLAWS |
|
|
|
3.1 |
|
Articles
of Incorporation (incorporated by reference to our SB2 Registration
Statement filed January 29, 2002). |
3.2 |
|
Bylaws
(incorporated by reference to our SB2 Registration Statement filed
January 29, 2002). |
3.3 |
|
Certificate
of Forward Stock Split filed with Nevada Secretary of State on
November 6, 2003. (incorporated by reference from our Annual Report
on Form 10-KSB, filed on April 13, 2004) |
3.4 |
|
Certificate
of Change Pursuant to NRS 78.209 filed with the Nevada Secretary of
State on February 2, 2004. (incorporated by reference from
our Annual Report on Form 10-KSB, filed on April 13,
2004) |
3.5 |
|
Certificate
of Amendment (Name Change) filed with the Nevada Secretary of State
on November 4, 2010. |
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. |
3.7 |
|
Certificate
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) |
|
MATERIAL
CONTRACTS |
|
|
|
10.1 |
|
Convertible
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 |
|
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). |
10.3 |
|
Convertible
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). |
10.4 |
|
2004
Stock Option Plan (incorporated by reference from our Registration
Statement of Form S-8, filed on February 27, 2004) |
10.5 |
|
Agreement
between Earth Life Sciences 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. |
|
|
|
(14) |
|
CODE
OF ETHICS |
|
|
|
14.1 |
|
Code
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 |
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 August 14,
2020.
EARTH
LIFE SCIENCES INC.
By: |
/s/ Angelo Marino |
Angelo
Marino |
President |
In
accordance with the requirements of the Exchange Act, this Form
10-Q for the period ended June 30, 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 |
|
August
14, 2020 |