UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended ~~September~~March 3031, ~~2020~~2021

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 ox No xo

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 ox No xo

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 ~~November~~May 15, ~~2020,~~2021 the ~~registrant’s~~Company had issued and outstanding common ~~stock~~share ~~consisted~~capital of ~~464~~515,~~817~~468,~~339 shares~~779.

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~~ only of normal recurring adjustments that are necessary for a fair presentation of our financial position and the results of our ~~operations~~ operations for the interim periods presented. Because of the nature of our business, the results of operations for the quarterly period and the ~~six~~three months ended ~~June~~March 3031, ~~2020~~2021 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

	Sept 30, 2020				December 31, 2019
	Note		March 31, 2021				December 31, 2020
ASSETS
Current Assets
Cash	$	-			$	-
Prepaid expenses			$	4,000			$	-
Acquisition of software technology		~~176,000~~		176,000		-		176,000
Property and equipment - net		-		-		-		-
Total assets	$	~~176,000~~	$	180,000	$	-	$	176,000
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	$	~~50,988~~	$	55,886	$	~~33,389~~	$	51,037
Amounts owing to related parties		~~16,165~~		-		~~23,572~~		665
Notes payable (other amounts payable)		7,932				248,103
Notes payable				41,473				28,603
Convertible debt		~~297,603~~		246,952		~~32,720~~		297,603
		372,688				337,784
				344,311				377,908
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
Common shares, authorized 1,000,000,000 shares at par value $0.001, issued and outstanding as of March 31, 2021 – 515,468,779 and December 31, 2020 – 464,817,339 shares.				515,468				464,817
Additional paid in capital		~~16,321,969~~		17,841,513		~~14,490,469~~		16,321,969
Accumulated comprehensive income		~~131,859~~		131,859		~~131,859~~		131,859
Deficit		~~(17,115,333~~	)	(18,653,151	)	~~(15,292,929~~	)	(17,120,553	)
		(196,688	)			(337,784	)
				(164,311	)			(201,908	)
Total liabilities and shareholders’ equity	$	~~176,000~~	$	180,000	$	-	$	176,000

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

Earth Life Sciences Inc.

Statement of Operations

(unaudited)

	Three months ended			Three months ended			Nine months ended			Nine months ended
	Three months ended March 31, 2021			Three months ended March 31, 2020
	Sept 30, 2020			Sept 30, 2019			Sept 30, 2020			Sept 30, 2019
Expenses
Expenses
Consulting and subcontractors	$	5,000		$	-
Consulting and subcontractors	$	4,500		$	1,133		$	4,500		$	14,246
Interest		4,996			-
Depreciation		-			123			-			368
Office and general		3,058			21,862
Office and general		5,180			1,200			30,404			8,131
Stock-based compensation		1,519,544			1,787,500
Stock-based compensation		-			-			1,787,500			-
		1,532,598			1,809,362
		9,680			2,456			1,822,404			22,745
Net loss for the period		(1,532,598	)		(1,809,362	)
Net loss for the period		(9,680	)		(2,456	)		(1,822,404	)		(22,745	)
Total comprehensive income (loss)	$	(1,532,598	)	$	(1,809,362	)
Total comprehensive income (loss)	$	(9,680	)		(2,456	)		(1,822,404	)		(22,745	)
Loss per share, basic and diluted	$	-		$	-
Loss per share, basic and diluted	$	-		$	-		$	-		$	-
Weighted average number of shares outstanding		473,354,099			411,839,562
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)

	Nine months ended Sept 30, 2020			Nine months ended Sept 30 2019
	Three months ended March 31, 2021			Three months ended March 31, 2020
Cash Flows from Operating Activities
Loss for the period	$	(1,~~822~~532,~~404~~598	)	$	(221,~~745~~809,362	)
Items not affecting cash:
Depreciation		-			368
Accrued interest		4,996			-
Stock-based compensation		1,~~787~~519,~~500~~544			1,787,500
		(34,904	)		(22,377	)
		(8,058	)		(21,862	)
Changes in non-cash working capital:
Accounts payable and accrued liabilities		17,599			(1,437	)
Prepaid expenses		4,000			-
Related parties		(7,407	)		-
Accounts payable and accrued liabilities		(812	)		12,167
Net cash provided by (used in) operating activities		(2412,~~712~~870	)		(239,~~814~~695	)
Cash Flows from Financing Activities
Advances received from shareholders		24,712			23,814
Advances received from a shareholder		12,870			9,695
Net cash provided by financing activities		2412,~~712~~870			239,~~814~~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	)
Balance, January 1, 2020		332,817,339		$	332,817		$	14,490,469	$	(15,292,929	)	$	131,859	$	(337,784	)
Loss for the period		-			-			-		(22,745	)		-		(22,745	)
Share cancellations		(225,000,000	)		(225,000	)		225,000		-			-		-
Balance, Sept 30, 2019		332,817,339		$	332,817		$	14,490,469	$	(15,261,896	)	$	131,859		(306,751	)
Issued for technology acquisition		32,000,000			32,000			144,000		-			-		176,000
													-		-
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,~~822~~809,~~404~~362	)		-		(1,~~822~~809,~~404~~362	)
Balance, Sept 30, 2020		464,817,339		$	464,817		$	16,321,969	$	(17,115,333	)	$	131,859	$	(196,688	)
Balance, March 31, 2020		464,817,339		$	464,817		$	16,321,969	$	(17,102,291	)	$	131,859		(183,646	)
Balance, January 1, 2021		464,817,339			464,817			16,321,969		(17,120,553	)		131,859		(201,908	)
Shares issued for debt		50,651,440			50,651			1,519,544		-			-		-
Loss for the period		-			-			-		(1,532,598	)		-		(1,532,598	)
Balance, March 31, 2021		515,468,779		$	515,468		$	17,841,513	$	(18,653,151	)	$	131,859	$	(164,311	)

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

EARTH LIFE SCIENCES INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS MARCH 31, 2021

NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 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~~program. ~~until~~During ~~October~~the ~~2017.~~year Asended of December 31, 2017, the Company terminated the exploration and development of the White Channel property. ~~The~~based ~~Company~~on ~~never~~unfavorable ~~received~~economics ~~any~~of ~~payments as contemplated in~~ the ~~option~~mineral ~~agreement~~resources. InThe ~~2020 the~~ Company returned ~~the~~ 225,000,000 shares held in trust to the Company’s ~~transfer~~treasury in ~~agent for cancellation~~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.

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~~March 3031, ~~2020~~2021 and ~~2019~~2020, 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~~December 3031, 2020. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair ~~values~~ 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~~March 3031, ~~2020~~2021 or ~~December~~March 31, ~~2019~~2020.

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~~March 3031, ~~2020~~ 2021 and ~~2019~~2020.

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 ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020 totaled $1,519,544 and $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 of atMarch ~~September 30~~31, ~~2020~~2021, the Company had convertible notes payable totaling $~~297~~246,~~603~~952 (December 31, ~~2019~~2020 - $32297,~~720~~603). Convertible notes ~~were~~ were issued on July 1, 2020 pursuant to the conversion of Notes Payable of $264,883 as atof June 30, 2020 (Amounts payable December 31, 2019 of $248,103). Previously convertible notes payable consisted onof the conversion of a Notes Payable in 2011 and ~~has~~had no ~~interest~~ 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 ~~note~~notes could be converted to ~~297~~246,~~605~~952,000 shares.

NOTE 5 – COMMON STOCK

As of ~~September~~March 3031, ~~2020~~2021, the Company had ~~500~~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 3527%. 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~~years ended ~~June~~December 3031, 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 atof ~~September~~March 3031, ~~2020~~2021 the Company had notes payable of $741,~~932~~473 (December 31, ~~2019~~2020 –- ~~other amounts payable~~ $~~248~~28,~~103~~603). 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.

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

RESULTS OF OPERATIONS

~~Nine~~Three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020

Our net loss for the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021 was $1,~~822~~532,~~404~~598 as compared to a loss of $221,~~745~~809,362 the ~~nine~~three months ended ~~September 30,~~March ~~2019~~31, 2020.

Office and general expenses consisted of ~~news release expense of $1,839,~~filing and transfer agent fees of $161,~~413~~458, ~~office~~rent of $~~6,463~~600 and legal expense of $51,~~787~~000 for the ~~nine~~ three months ended ~~September~~March 3031, ~~2020~~2021. Consulting and subcontracting costs were incurred in the process of preparing a budget and presentations to potential business partners. The area of expertise of the Company is our access to proprietary artificial intelligence software and in particular to logistics in handling customers and freight.

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 ~~September~~March 3031, ~~2020~~2021, 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

(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.

3.8

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

(10)

MATERIAL CONTRACTS

10.1

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

10.6

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

(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 ~~November~~May 15, ~~2020~~2021.

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~~March 3031, 2020 report has been signed by the following persons on behalf of the registrant and in the capacities indicated on the dates indicated.

Signature	~~Signature~~		Title		Date
By:	/s/ Angelo Marino		President		~~November~~May 15, ~~2020~~2021

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