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.
As used in this annual report, the terms "we", "us", "our", and "CTTA" mean Earth Life Sciences Inc. (fka Canadian Tactical Training Academy Inc.), unless otherwise indicated.
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 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 Inc., representing 100% of the issued and outstanding shares of common stock, which were held by UWD. Further, Altus changed its name to Canadian Tactical Training Academy Inc. (CTTA) (the Company subsequently changed its name to Earth Life Sciences Inc.) and increased the authorized share capital from 40,000,000 to 250,000,000 shares of common stock and then further from 250,000,000 to 450,000,000. The Company assumed the business Canadian Tactical Training Academy Inc., which is the training of law enforcement, security, investigation and protection for officers and high-profile individuals.
To reflect the nature of our new business, we changed our corporate name on November 4, 2010 from Altus Explorations Inc. to Canadian Tactical Training Academy Inc. Our principal executive offices are now located at 7000 Chemin Cote de Liesse, Suite 8, Montreal, Quebec, Canada H4T 1E7 and our telephone number is (514) 373-8411.
INVESTMENT IN WHITE CHANNEL MINERAL CLAIMS
On June 19, 2015, the Company entered into an option agreement (Agreement) with Song Bo, a private mineral holder, to earn a 100% beneficial interest in certain mineral concessions known as the White Channel mineral claims (the Property). Under the terms of the Agreement the Company will have the right to purchase the right, title, and interest in the Property as well as enter onto the Property to conduct reconnaissance, exploration, and development work on the Property. In exchange, the Company shall issue 225,000,000 restricted shares and pay the sum of $180,000 payable in instalments of $30,000 on the 15
th
of every month commencing July 15, 2015 through December 15, 2015. In addition, the Company shall pay a further $50,000 on each anniversary of the Agreement for a period of four years commencing June 19, 2016 through June 19, 2019.
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The Property is subject to a 4% NSR on precious metals, and also subject to royalty payments of $0.25 per tonne on the sale of pit run products or processed products; or $0.35 per tonne on the sale of processed mineral products where the selling price of the processed minerals products sell for a price in excess of $35 per tonne; or an amount of $1.00 per tonne on the same of processed mineral products where the selling price of the processed mineral products sell for a price in excess of $100 per tonne. 50% of the NSR can purchased by the Company for $1,000,000 at any time before the fifth year anniversary of the Agreement.
The Property consists of the following claims located in the caribou Mining Division in the province of British Columbia:
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Tenure
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Tenure
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Map
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Mining
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Number
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Type
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Ownership
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Number
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Division
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399611
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Mineral
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100%
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093A024
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CARIBOO
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399044
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Mineral
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100%
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093A024
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CARIBOO
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416708
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Mineral
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100%
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093A024
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CARIBOO
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INVESTMENT IN CANADIAN TACTICAL TRAINING ACADEMY INC.
FIELD OF OPERATIONS AND CORPORATE MISSION
The CANADIAN TACTICAL TRAINING ACADEMY (CTTA) is an educational organization devoted to the training of Law Enforcement, security, investigation, protection officers and all those who dedicate themselves to maintaining peace. The Academy also provides tailored security and safety-oriented civilian training at both the individual and/or corporate levels.
We offer recognized tactical training programs of the highest level, as well as specialized programs for the fields of Intelligence and Investigation, Executive Protection and both Public and Private Security and Safety.
Above and beyond the quality of its training programs, the strength of an academy resides in the competency and capabilities of its instructors. Our instructors are very carefully selected and have proven their superior skills in both the field and classroom before they are entrusted the guidance and professional development of our students.
Our Mission is to facilitate professional training and operational objectives by offering the tools and guidance required to enhance careers and ensure the survival of its participants. CTTA offers specialized programs such as Executive Protection, Investigation and Surveillance, Rapid Integrated Survival Kombat (RISK) System, Tactical Firearms, Handcuffing, Airport and Airline Security (IATA and ICAO standards), Ports Facilities and Maritime Security (ISPS Code), Basic SWAT Techniques, Corporate Safety Awareness, and much more. Our civilian training programs are recognized by numerous notable corporations, and our instructors are proud members of several prestigious law enforcement and security associations.
OUR COURSES
INTERNATIONAL EXECUTIVE PROTECTION
The field of executive protection is considered in this day and age, to be a specialization in which the participants must be well trained, seasoned individuals. Although certain participants act alone on behalf of a private client, it is usually the charge of specialized units within private security and police services, or military personnel. This program offers the participants the opportunity to acquire the fundamentals of a personal protection, as well as the aspects related to the protection of individuals in foreign countries.
Clients include but are not limited to; Presidential Security Forces, Royal Protection, Diplomatic Protection, Public and Private Executive Protection.
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Executive Protection Details: (7 DAYS)
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Threat assessment and risk management
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Advance work and convoy planning
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Protective escorts (1, 2, and multiple officers)
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Surveillance and counter-surveillance
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Defensive tactics for protection officers
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Protective Driving Techniques: (3 DAYS)
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Defensive driving (accident avoidance)
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Offensive driving (ambush avoidance, ramming, J-turns)
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Tactical Shooting for Protection Officers: (3 DAYS)
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Shooting from protective escort positions
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Engaging multiple targets
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Shooting from moving vehicles
PRIVATE INTELLIGENCE, INVESTIGATIONS AND ELECTRONIC SECURITY
The Intelligence, Investigation and Electronic Security fields in today's world have greatly increased in complexity. The increase in cases of fraud and theft at the corporate level has resulted in an increase demand for quality trained private sector investigators to assist in the prevention and detection of these so called "victimless crimes". The goal of this program is to train our students at a level that surpasses today's standards ensuring a successful career as private sector investigators.
Clients include but are not limited to; Public and Private Security Forces, Petroleum Corporations, Financial Institutions, Insurance Corporations, Etc.
Investigative Officer: (7 DAYS)
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Interview and interrogations techniques
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Intelligence gathering
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Use of actionable intelligence
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Electronic counter-measures
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Ethical hacking
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Under-cover operations
Surveillance Techniques: (3 DAYS)
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Vehicle and foot surveillance techniques
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Counter-surveillance techniques
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Electronic surveillance
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Use of covert cameras
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Collection of field intelligence
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PHYSICAL SECURITY AND PROTECTION OF INFRASTRUCTURES
The protection of buildings and infrastructures is a field in which many security regulations are implemented. In the execution of their functions, a security officer must be able to identify potential risks related to the protection of people and property. They require the capability to prevent emergencies whenever possible but the ability to react quickly and professionally when an emergency presents itself. This programme aims to prepare the student to ensure the safety of people, property and information. It offers a solid overview of the changes having occurred in both the private and public security worlds during the last few years, allowing for a more realistic look at solutions that incorporate specific building codes and regulations and the use of appropriate security equipment when needed (electronic and mechanical).
Clients include but are not limited to; Public and Private Security Forces, Petroleum Corporations, Financial Institutions, Insurance Corporations, Etc.
Professional Security Manager: (7 DAYS)
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Managing security operations
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Terrorism and emergency installations
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Conducting vulnerability security audits
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Emergency measures and crisis intervention
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Emergency contingency planning
Security and Protection Operations: (3 DAYS)
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Access control and perimeter protection
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Protecting high risk installations (pipelines, refineries, nuclear power plants)
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Vehicle and foot patrol techniques
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Crime prevention and counter-terrorism measures
AIRPORT AND AIRLINE SECURITY
Security forces play a very important role in emergency management as well as in the daily operations of any airport and/or airline. A safety department's ability to successfully deal with a crisis situation depends directly upon the preparedness of its officers. In this day and age, the field of airport and airline security is considered to be a specialization for which officers must combine both proper training and pertinent experience. Although some officers represent private entities, generally this is a service carried out under the supervision of a government entity. This training offers the participant the opportunity of acquiring the fundamental notions and necessary instruction from experts in the fields of Airport and Airline Protection, having operated both locally and internationally.
Clients include but are not limited to; Public and Private Security Forces, Airport Authorities, Airlines, Cargo Carriers, Etc.
Airport Security Operations: (7 DAYS)
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ICAO and IATA security standards
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Perimeter protection and access control
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Protecting public areas (parking, ticket counters, restaurants, shops, restrooms, etc.)
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Protecting restricted areas (lounges, restaurants, duty-free shops, Restrooms, etc.)
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Vehicle and pedestrian patrols, (public and restricted areas)
Airline Security Operations: (5 DAYS)
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ICAO and IATA security standards
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Passenger profiling
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Passenger and employee screening
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Dealing with unruly passengers
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Cargo, courier and mail security
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PORT FACILITIES AND MARITIME SECURITY
The protection of port facilities and ships at sea is a growing concern, mainly because of the risks of piracy and/or terrorism. The ISPS Code introduced as an amendment to the SOLAS convention of 1974, is a perfect example of regulatory attempts to help the cause. Professionals working in this industry require specialized training regarding the safety and security of port facilities, and modern day understanding on how to best deal with issues such as the smuggling of Guns, Drugs, Money, Humans, and inevitably, Piracy towards vessels.
Clients include but are not limited to; Public and Private Security Forces, Port Authorities, Cruise-Liners, Cargo Vessel Fleet Operators, Etc.
Ports Facilities Security Officer: (7 DAYS)
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ISPS code standards and the IMO
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International jurisdiction and regulations
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Perimeter protection and access control
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Protecting public and restricted areas (parking, ticket counters, container yards, etc.)
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Vehicle and pedestrian patrols, (public and restricted areas)
Ship Safety Officer: (5 DAYS)
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ISPS Code Standards and the IMO
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International jurisdiction and regulations
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On vessel protection methods
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Anti-piracy procedures and protocols
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Crisis intervention and counter-terrorism measures
HIGH RISK CONVOY PROTECTION
In this day and age, the High Risk Convoy Protection Industry is considered to be a specialization for which officers must combine both proper Security training and pertinent Transport experience. Although some High Risk Convoy Protection officers represent private security, police and/or military forces under special circumstances. This training offers the participant the opportunity of acquiring the fundamental notions and necessary instruction from experts in the fields of High Risk Convoy Protection and Specialized Escorts, having operated both locally and internationally.
Clients include but are not limited to; Public and Private Security Forces, Transport Authorities, Rail Road Authorities, Land Cargo Fleet Operators, Etc.
Protecting High Risk Convoys: (7 DAYS)
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Threat assessment and risk management
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Route surveys and convoy planning
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Protective escorts (1, 2, and multiple vehicles)
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Surveillance and counter-surveillance
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Driver coaching and guidance
Protective Driving Techniques: (3 DAYS)
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Defensive driving (accident avoidance)
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Offensive driving (ambush avoidance, ramming, J-turns)
Tactical Shooting for Convoy Protection Officers: (3 DAYS)
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Shooting from protective convoy positions
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Engaging multiple targets
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Shooting from moving vehicles
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SPECIAL EVENTS AND OPERATIONS
Sometimes, law enforcement departments & the security industry can offer unusual challenges requiring specialized methods and tactics and it is important to be able to quickly and efficiently plan for these situations. The Special Events and Operations division has the necessary flexibility to offer specific solutions for any potential situation (local or international).
Clients include but are not limited to; Public and Private Security Forces, Police Special Forces, Presidential Security Forces, Special Event Security Forces, Riot Response Teams Etc.
Basic SWAT Operations: (7 DAYS)
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Hostage rescue tactics
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Tactical vehicle interceptions
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Stealth and dynamic room entries
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Active crime scene management
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High risk perimeter protection (pipelines, refineries, nuclear power plants)
Special Event Security Management: (5 DAYS)
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Crowd control and riot management
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Access control and perimeter protection
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High profile VIP protection
Emergency Response Operations: (3 DAYS)
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Counter-terrorism measures and response
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Protecting high risk installations (pipelines, refineries, nuclear power plants)
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High risk recovery operations (land, air and sea)
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Counter-piracy tactical measures
XTB (XTREME TACTICAL BATON)
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All Training can be tailored according to specific needs.
The XTB Baton Advantages over Other Impact Weapons
1. The certainty of the user's grip
2. The baton's speed of movement
3. The definite advantage of reach
4. The Dragon XTB baton's unique design
5. Natural balance and flow
6. The protection of the user's strong hand for blocking techniques
7. The simplicity of the techniques and ease of learning
8. The adoption of the Police Pressure Points System (PPPS)
9. Excellent for crowd control
Special Features of the Dragon XTB Quick Stick Baton
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Made of 100% virgin lightweight polycarbonate
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Force resistance of 5,200 lbs
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100% made in Canada & Lifetime guarantee
R.I.S.K. DT SYSTEM
Rapid Integrated Survival Kombat System
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DEFENSIVE TACTICS (DT)
The R.I.S.K. System is a highly effective combat system specifically developed for law enforcement and security professionals. Based on human anatomy and biomechanics, its effectiveness is due to the simplicity of both instinctive as well as learned techniques. The objective of the R.I.S.K. Defensive Tactics System is to train the participant in the various aspects of physical confrontation so he can better defend himself in dealing with different types of aggressors (unarmed, armed), and restrain an uncooperative individual while performing an arrest.
This system prides itself in the effective use of recognized Use of Force Continuums in order to avoid unnecessary liability issues for both the officer and the department alike.
Participants will acquire skills involving but not restricted to;
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Defence against strikes
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Efficient striking techniques
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Restraint techniques
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Ground control & handcuffing
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Ground defence
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Defence against edged weapons
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Handgun & long gun disarming
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Intervention in confined areas
R.I.S.K. CQT SYSTEM
Rapid Integrated Survival Kombat System
CLOSE QUARTER TACTICS (CQT)
The R.I.S.K. System, Close Quarter Battle, is a highly effective combat system specifically developed for law enforcement, military and special intervention forces. Close Quarter Battle (CQB) or Close Quarter Combat (CQC) is a type of fighting in which small units engage the enemy with personal weapons at very short range, potentially to the point of hand-to-hand combat or fighting with hand weapons such as knives.
The objective of the R.I.S.K. CQB System is to train the participants in the various aspects of life and death confrontation so they can better defend themselves, individually or as part of a small team, when dealing with different types of dangerous aggressors, all the while successfully completing the operation at hand.
Participants will acquire skills involving but not restricted to;
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Unarmed survival combat.
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Transition from empty hands to handgun/long gun combat.
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Hand gun/long gun close combat techniques.
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Intervention in confined Areas.
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Defense against edged weapons.
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The use of a knife in combat.
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Ground combat with weapons.
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Handgun & long gun disarming.
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Small unit intervention.
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COUNTER-TERRORISM
Seminars
According to the United States Federal Bureau of Investigations (FBI), TERRORISM is the unlawful use of force or violence against persons or property to intimidate or coerce a government, the civilian population or any segment there-of, in furtherance of political or social objectives.
The Counter-Terrorism seminars offer participants both general and more specific views on modern day terrorism. The objective is to shed light on terrorist groups and their methods and philosophies, so that Security and Law Enforcement professionals may identify the potential components and motivations at the source of a criminal act, and establish a concrete comparative between terrorist ideologies and preventative and protective measures within a given environment.
Participants will be better prepared to analyze the present risks within a given work environment and propose the appropriate defensive measures.
Participants will acquire skills involving but not restricted to;
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Definition and history of terrorism.
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Understanding terrorism.
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Terrorist groups and their signatures.
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Local, national and international terrorism.
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Psychological tools of the trade.
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Operational tools of the trade.
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Government legislation and terrorism.
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Terrorism and associated threats.
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Modern day tendencies.
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Societal consequences of terrorism.
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External influences on terrorism
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Statistical case studies
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Territorial protection and the importance of ports of entry (air, maritime, land and railroad)
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Threat assessments in regards to terrorism (specific operational environments)
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Implementation of the necessary counter measures.
CORPORATE SAFETY AND SECURITY TRAINING
Corporate Safety Awareness (3 hours)
The Corporate Safety Awareness Seminars are designed to prepare modern day members of any corporate structure to face today's ever growing security concerns. The objective of these seminars is to inform participants of the present day dangers related to the worlds of business intelligence and corporate espionage, theft of information, financial loss, brand protection, risk to public reputation, fraud and internal theft. All of which are deemed to be crucial issues affecting local and multi-national corporations in the global society we now operate within. It is a matter of identifying corporate vulnerabilities and portraying how best to address them.
Corporate Travel Safety Awareness (3 hours)
More and more corporate professionals in today's markets are faced with the reality of a global clientele and therefore the need to travel. The Corporate Travel Safety Awareness Seminars were designed to assist people in preparing safe and successful business trips by guiding them through the development of basic secure operational travel habits. Some destinations are vacation like, but others may be amongst the HIGH RISK ZONES of the world and although the reasons for which may vary, being prepared might save your life.
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Customer Service Safety Awareness (3 hours)
Customer service has become nothing less than a science in the increasingly complex society we live in today. These Safety Awareness Seminars are designed to sensitize customer service employees and management alike, through interactive exercises in a familiar working environment. The objective is to create and promote safety oriented approaches to dealing with clients, both cooperative and/or hostile, while teaching participants how to enhance and maintain their safety by working together.
EMPLOYEES
At this time the Company has no full time employees. The directors manage the company without compensation. Unitas, the controlling shareholder, is providing office and support staff at no cost to the Company. The Company intends to enter into a Management, Staffing, and Facilities contract in the immediate future.
The directors and former directors are fulfilling the following roles:
ANGELO M. MARINO
Oversee all daily and special operations both locally and internationally regarding Training and Business Development. Manage operational strategy development, employee selection and discipline, project implementation and customer satisfaction.
PURCHASE OR SALE OF EQUIPMENT
We do not intend to purchase any significant equipment over the twelve months.
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.
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 and recently to the emerging field of training law enforcement personnel. Since inception, our operation has been generating losses and we cannot give assurances that we will be successful in generating profits in the future.
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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.
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.
OUR CONTROLLING STOCKHOLDER HAS SIGNIFICANT INFLUENCE OVER OUR CORPORATE DECISIONS.
As of June 14, 2015 our controlling stockholder, Song Bo owned approximately 83% of our issued and outstanding common stock. As a result, Mr. Bo is able to significantly influence matters requiring approval of stockholders, including the election of directors and the determination of significant corporate actions.
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
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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.
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.
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