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, 2021 are not necessarily indicative of the results that may be expected for the full fiscal year.
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Earth
Life Sciences Inc.
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Balance
Sheets
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As
at
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(unaudited)
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The
Accompanying notes are integral part of these unaudited financial statements.
Earth Life Sciences Inc.
Statement of Operations
Unaudited
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The
Accompanying notes are integral part of these unaudited financial statements.
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Earth
Life Sciences Inc.
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Statements
of Cash Flows
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(unaudited)
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The
Accompanying notes are integral part of these unaudited financial statements.
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Earth
Life Sciences Inc.
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Statements
of Changes in Shareholders’ Equity
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(unaudited)
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The
Accompanying notes are integral part of these unaudited financial statements.
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EARTH
LIFE SCIENCES INC.
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(A
Development Stage Company)
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NOTES
TO THE FINANCIAL STATEMENTS
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June
30, 2021
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NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS
Earth
Life Sciences Inc. (the “Company”) was incorporated in the state of Nevada on November 2, 2001. Originally the corporate
name was Altus Explorations, Inc. On June 2, 2014, the Company changed its name to Earth Life Sciences Inc.
On
October 1, 2010, the Company entered into a Share Exchange Agreement (the “Agreement”) with UWD Unitas World Development
Inc. (“UWD”), a privately held Canadian incorporated company. Pursuant to the Agreement, the Company issued 80,000,000 shares
of common stock for the acquisition 100% of the issued shares of Canadian Tactical Training Academy Inc (“CTTA”). The Company
operations consisted of the training of law enforcement, security, investigation and protection for officers and individuals. During
the year ended December 31, 2015 the Company discontinued the operations of CTTA and returned the shares of CTTA.
On
June 12, 2015, the Company, through an option agreement, issued 225,000,000 shares to Mr. Song Bo, to earn the mineral rights for the
White Channel mineral claims located in British Columbia. The Company embarked on mineral exploration program. During the year ended
December 31, 2017 the Company terminated the exploration and development of the White Channel property based on unfavorable economics
of the mineral resources. The Company returned 225,000,000 shares held in trust to the Company treasury in 2020.
The
Company has entered into the transportation software market (Note 3).
These
financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge
its liabilities in the normal course of business. The Company is unlikely to pay dividends or generate significant earnings in the immediate
or foreseeable future. The continuation of the Company as a going concern and the ability of the Company to emerge from the Development
stage are dependent upon management’s successful efforts to raise additional equity financing to continue operations and generate
sustainable significant revenues.
These
financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification
of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company will require significant
additional financial resources and will be dependent on future financings to fund its ongoing operations as well as other working capital
requirements. There is no guarantee that management will be able to raise adequate equity financings or generate profits from operations.
These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
Management
of the Company has undertaken steps as part of a plan with the goal of sustaining Company operations for the next twelve months and beyond.
These steps include: (a) continuing efforts to raise additional capital and/or other forms of financing; and (b) controlling overhead
and expenses. Management is aware that material uncertainties exist, related to current economic conditions, which could cast a doubt
about the Company’s ability to continue to finance its activities. It is to be expected that the Company may incur further losses
in the Development of its business and there can be no assurance that any of these efforts will be successful.
NOTE
2 – SUMMARY OF ACCOUNTING POLICIES
Basis
of Presentation
The
financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States
of America (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year-end is December 31.
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, 2021
and 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 December
31, 2020. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term
nature of these instruments.
Revenue
Recognition
The
Company follows ASC 605, Revenue Recognition -The Company recognizes revenue when it is realized or realizable and earned. The Company
considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement
exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable,
and (iv) collectability is reasonably assured. The Company provides services to companies on a time and materials basis and recognizes
revenues upon billing of time and materials at which all services have been completed and there is no warranty or returns on services.
Deferred
Income Taxes and Valuation Analysis
The
Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets
and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying
amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.
A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax
assets through future operations. No deferred tax assets or liabilities were recognized as of June 30, 2021 or June 30, 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 30, 2021 and
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 June 30 2021 and 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 million common shares to an escrow agent.
Pursuant to the terms of the agreement the escrow agent will transfer 125 million shares to the Software Group upon the Company receiving
a working version of the software and necessary support documentation, after testing, acceptance, and license transfer of the software.
Further transfer of 100 million shares held by the escrow agent will be based on gross sales of $1 million being reached in a consecutive
twelve-month period within 3 years, and a further 100 million shares after gross sales of $5 million being reached in a consecutive twelve-month
period within 5 years. All shares issued were restricted.
NOTE
4 – CONVERTIBLE NOTE PAYABLE
As
of June 30, 2021, the Company had convertible notes payable totaling $256,396 (December 31, 2020 - $297,603). Convertible notes were
issued on July 1, 2020 pursuant to the conversion of Notes Payable of $264,883 as of June 30, 2020 (Amounts payable December 31, 2019
of $248,103). Previously convertible notes payable consisted of the conversion of a Notes Payable in 2011 and had no interest rate and
no fixed terms of repayment. The recent convertible notes payable have an interest rate of 8% commencing on January 1, 2021. All of the
notes are convertible into common shares at $0.001 per share. Currently, the notes could be converted to 246,952,000 shares.
NOTE
5 – COMMON STOCK
As
of June 30, 2021, the Company had 1,000,000,000 shares of $0.001 par value common shares authorized. On October 8, 2020, the authorized
share capital was increased from 500,000,000 shares to 1,000,000,000 common shares.
NOTE
6 – INCOME TAXES
The
Company is subject to United States federal and state income taxes at an approximate rate of 27%. The amount taken into income as deferred
income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future
operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards, regardless
of their time of expiry.
No
provision for income taxes has been provided in these financial statements due to the net loss for the years ended December 31, 2020
and 2019. The potential tax benefit of these losses may be limited due to certain change in ownership provisions under Section 382 of
the Internal Revenue Code and similar state provisions.
NOTE
7 – NOTES PAYABLE
As
of June 30, 2021 the Company had notes payable of $48,608 (December 31, 2020 - $28,603). 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.