Securities and Exchange Commission
Washington, D.C. 20549
|x||ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934|
For the fiscal year ended December 31, 2015
|o||TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934|
For the transition period from _______ to ________
(Commission File Number)
LIFE SCIENCES INC.
(Name of small business issuer in its charter)
|(State or other jurisdiction of||(I.R.S. Employer Identification No.)|
|incorporation or organization)|
880, 50 West Liberty Street, Reno, Nevada, 89501
(Address of principal executive offices) (Zip Code)
Issuers telephone number
Former name, former address and former fiscal year, if changed since last report: N/A
|Title of each class||Trading Symbol(s)||
of each exchange on which
|Common Stock||CLTS||OTC Markets|
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes o No x
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o No x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):
|Large accelerated filer o||Accelerated filer o|
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller Reporting Company x
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 issuers classes of common equity, as of the latest practicable date: As of March 15, 2016, the registrants outstanding common stock consisted of 270,817,339 shares. Of these shares 45,817,339 are held by non-affiliates and have a market value of $nil.
This Amendment No. 1 (this Amendment) to the Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the Form 10-K) of Earth Life Sciences Inc.is being filed for the purpose of revising the financial statements for the year ended December 31, 2015.
This annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as may, should, expects, plans, anticipates, believes, estimates, predicts, potential or continue or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled Risk Factors that may cause our or our industrys actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles (US GAAP). In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to common shares refer to the common shares in our capital stock.
ITEM 1. DESCRIPTION OF BUSINESS
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. On November 4, 2010, Altus changed its name to Canadian Tactical Training Academy Inc. (CTTA) (the Company subsequently changed its name to Earth Life Sciences Inc. on June 2, 2014) 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.
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 15th 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.
The Property is subject to a 4% NSR on precious metals, and also subject to royalty payments of $0.25 per tonne (2,206 lbs.) 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:
Geology - Technical
The local geology represents typical Cariboo complexity wit flow remnants of Miocene Basaltic age, with occasional window displaying underlying white channel clasts, being part of a much older Cariboo basement with origin to the North-East. These gravels consist of well-rounded white quartz and minor micaceous sericite clays rather loosely cemented made up of 1 cm to 10 cm of white aggregates within the clays. The East and Northeast parts of the Claim Group are covered by older Triassic volcanics, mostly grey to green Alkali Basalts, when oxidized appears red to maroon on the surface. The northern part of property was reported on by Kruchowski (1978) identifying a cohesive blue clay over and underlying the quartz gravels passing downward into well sorted and rounded coarse quartz sand. To the west, the flat-lying Miocene Flows are evident along a front of over 2 km. South to North substantial areas of white channel material are covered up. The claims have been the subject of a series of trench works to the west of China Cabin Lake. All previous testing has resulted in consistent grading of roughly 20% sericite clay matrix and 80% of a fairly uniformly graded 3/4 inch quartz clasts. The trench work covers some 5 acres and displays a uniform grading to a depth of 6 metres.
Geology – General
The claims are an excellent footprint of industrial silica. The silica conglomerate outcrops are found on ridges to the west of China Cabin Lake. The known deposit has a spotty outcropping thought to contain at least 100,000 cubic yards of silica rich material (approx. 250,000 tonnes). This material can be used for a host of product lines including landscape rock, cement additives, silicon feed, mica, artisan clays, concrete aggregate, agricultural fillers, paint, window and bottle glass, fibre optics, porcelain and ceramics. Half a metric tonne of plus 3 inch clasts have been hand cobbed from the various trench exposures and surface outcrops across the White Channel claim. The cobbles are uniformly distributed across the south and western edges of the property. For the initial testing, 2048 grams of split samples were submitted for crushing tests. The clasts were only run through a jaw crusher and the materials screened for particle size development. In the test crushing (1 opening jaw) of the cobbles sampled from the property the following size chart was obtained:
|White Channel Cobble Crush Test|
|0V0681RA||Cobble#(1-5) + 1 inch||152||0.17%|
|0V0681RA||Cobble#(1-5) + 1/2 inch||28.4||32.55%|
|0V0681RA||Cobble#(1-5) + 3/8 inch||10.9||12.49%|
|0V0681RA||Cobble#(1-5) + 1/4 inch||38.1||43.67%|
|0V0681RA||Cobble#(1-5) + 10 mesh||27.7||31.75%|
|0V0681RA||Cobble#(1-5) + 20 mesh||8.7||9.97%|
|0V0681RA||Cobble#(1-5) + 40 mesh||6.3||7.22%|
|0V0681RA||Cobble#(1-5) + 80 mesh||4.4||5.04%|
|0V0681RA||Cobble#(1-5) + 100 mesh||945.2||1.08%|
|0V0681RA||Cobble#(1-5) + 150 mesh||372.5||0.43%|
|0V0681RA||Cobble#(1-5) + 200 mesh||390.6||0.45%|
|0V0681RA||Cobble#(1-5) + 400 mesh||249.8||0.29%|
|0V0681RA||Cobble#(1-5) - 400 mesh||89.9||0.10%|
These results indicate that only primary crushing of the product is required to obtain a host of finer products without any additional processing costs. The samples are available to be viewed at the Company offices.
The chart above details the weight percent of the crushing product with a clear working size of ½ inch to 10 mesh as a primary size split. The finer products will become greater as the materials is re-handled. However, each current grain size has its own industrial application.
Without a great deal of processing, the White Channel property offers an industrial mineral source for white decorative aggregate. The product can be mined in a fashion similar to a normal sand and gravel deposit. The main product produced from the property will be coarse grained, rounded and frosted white quartz pebbles. The product can be bulked shipped and potentially bagged on site for sale into the landscape markets in Western Canada and the west coast of the United States. The product can be either direct shipped by truck and transfer or trans-loaded at a rail siding in Williams Lake, which is 65 kilometers west of the property.
Location and Access
The property is located approximately two kilometers west of the town of Horsefly. The claim consists of 20 units or 500 hectares, with five units running north south and four units running east west. The rectangular claim block is bordered on the north by the main paved all weather regional highway running east, 51 kilometers from 150 Mile House to Horsefly. Logging road access is right to the center of the claim off the main paved road. Additional logging roads allow access to the southeast and southwest corners of the claim.
Elevations range roughly from 800 to 900 metres ASL with the property being slightly hilly with substantial tree cover. Four small, distinct lower boggy areas are noted across the property with streams bordering the northern and eastern edges. China Cabin Lake is wholly contained along the eastern border of the claim. The lake is fed and then emptied by a stream system running due north and south of the main lake. China Cabin Lake sits at an elevation of 827 metres ASL.
Heavy equipment for developing and processing the pebbles and subsequent additional minerals is readily available from Horsefly and surrounding towns such as Williams Lake. A local work force is also present.
The climate in the Caribou region is generally mild but can become harsh for extended periods in the winter. The operation would have to be suspended during the winter months due to the problems with equipment freeze up. Full production could be possible on the property roughly from May to November each year. The region has a large logging business and land clearing could be accomplished during the winter months when the lower elevations are frozen to allow equipment traffic. This would also facilitate trench exploration work during the non-production periods. The general positioning of the property makes it an excellent candidate to sustain a commercial extraction and production operation.
INVESTMENT IN CANADIAN TACTICAL TRAINING ACADEMY INC.
The CANADIAN TACTICAL TRAINING ACADEMY (CTTA), a wholly owned subsidiary, was an educational organization to provide 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 in :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.
The operations of CTTA started in October of 2010 and ended on December 31, 2015. Sales revenue peaked in 2013 at $75,044. The subsidiary incurred losses in every year and was unable to continue and provide professional services.
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, mineral exploration and the training of law enforcement personnel and personal security. Since inception, our operation has been generating losses and we cannot give assurances that we will be successful in generating profits in the future.
We are regarded as a new or start-up venture with all of the unforeseen costs, expenses, problems, and difficulties to which such ventures are subject to. We cannot give assurances that we will be able to raise the financing necessary to maintain our current operation. Therefore, you may lose your entire investment in us.
BECAUSE WE HAVE HISTORICALLY INCURRED LOSSES AND THESE LOSSES MAY INCREASE IN THE FUTURE, WE MUST BEGIN GENERATING A PROFIT FROM OUR OPERATIONS. IF WE DO NOT BEGIN GENERATING A PROFIT WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS.
We have never been profitable. If we do not obtain additional financing or begin generating revenues within the next year, we will have to reduce or suspend or operations. In order to become profitable, we will need to generate significant revenues to offset our cost of revenues, sales and marketing, research and development and general and administrative expenses. We may not achieve or sustain our revenue or profit objectives and our losses may continue or increase in the future in which case you might lose your investment.
WE HAVE A LIMITED OPERATING HISTORY AND IF WE ARE NOT SUCCESSFUL IN CONTINUING TO GROW OUR BUSINESS, THEN WE MAY HAVE TO SCALE BACK OR EVEN CEASE OUR ONGOING BUSINESS OPERATIONS.
We have no history of substantial revenues from operations. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably. Our company has a limited operating history and our success is significantly dependent on increased sales and new product offerings.
We will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We may be unable to increase sales or operate on a profitable basis. We are in the development stage and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.
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.
Significant investment risks and operational costs are associated with our exploration, development and mining activities. These risks and costs may result in lower economic returns and may adversely affect our business.
Mineral exploration is frequently unproductive. If mineralization is discovered, it may take a number of years until production is possible, during which time the economic viability of the Project may change.
Development projects may have no operating history upon which to base estimates of future operating costs and capital requirements. Development project items such as estimates of reserves, recoveries and cash operating costs are to a large extent based upon the interpretation of geologic data, obtained from a limited number of sampling techniques, and feasibility studies. Estimates of cash operating costs are then derived based upon anticipated tonnage to be processed, the configuration of the ore body, expected recovery rates, comparable facility and equipment costs, anticipated climate conditions and other factors. As a result, actual cash operating costs and economic returns of any and all development projects may materially differ from the costs and returns estimated, and accordingly, our financial condition and results of operations may be negatively affected.
BECAUSE THE MARKET FOR OUR COMMON STOCK IS LIMITED, YOU MAY NOT BE ABLE TO RESELL YOUR SHARES OF COMMON STOCK.
There is currently a limited trading market for our common stock. Our common stock trades on the OTC Bulletin Board operated by the National Association of Securities Dealers, Inc. under the symbol CLTS. As a result, you may not be able to resell your securities in open market transactions.
BECAUSE THE SEC IMPOSES ADDITIONAL SALES PRACTICE REQUIREMENTS ON BROKERS WHO DEAL IN OUR SHARES THAT ARE PENNY STOCKS, SOME BROKERS MAY BE UNWILLING TO TRADE THEM. THIS MEANS THAT YOU MAY HAVE DIFFICULTY IN RESELLING YOUR SHARES AND MAY CAUSE THE PRICE OF THE SHARES TO DECLINE.
Our shares qualify as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934, which imposes additional sales practice requirements on broker/dealers who sell our securities in this offering or in the aftermarket. In particular, prior to selling a penny stock, broker/dealers must give the prospective customer a risk disclosure document that: contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; contains a description of the broker/dealers duties to the customer and of the rights and remedies available to the customer with respect to violations of such duties or other requirements of Federal securities laws; contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask prices; contains the toll free telephone number for inquiries on disciplinary actions established pursuant to section 15(A)(i); defines significant terms used in the disclosure document or in the conduct of trading in penny stocks; and contains such other information, and is in such form (including language, type size, and format), as the SEC requires by rule or regulation. Further, for sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement before making a sale to you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of the shares to decline.
TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SECS PENNY STOCK REGULATIONS WHICH MAY LIMIT A STOCKHOLDERS 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 customers 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 customers 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 purchasers 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.
We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws. Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our management and directors.
OUR BY-LAWS CONTAIN PROVISIONS INDEMNIFYING OUR OFFICERS AND DIRECTORS AGAINST ALL COSTS, CHARGES AND EXPENSES INCURRED BY THEM.
Our By-laws contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officers.
ITEM 2. DESCRIPTION OF PROPERTY
We do not own real property. Corporate offices and training facilities were rented from UWD Unitas World Development Inc. until March 31, 2015. The space was fully furnished and secure office space, including a network of personal computers for a minimum of seven persons located at 7000 Chemin Cote de Liesse, Suite 8, Montreal, Quebec. UWD also provided printers, telephone system, e-mail system, Fax, photocopier, security system including video surveillance and recording system, storage space, fully equipped kitchen and eating area, meeting area, and cleaning services. After March 31, 2015 the space was operated by 3041557 Canada Ltd. The cost of the above rental was $8,000 per year.
ITEM 3. LEGAL PROCEEDINGS
From time to time we may be involved in litigation incidental to the conduct of our business, such as contractual matters and employee-related matters. Currently, we are not a party to any material legal proceeding or litigation, whether current or threatened, nor are any of our officers, directors or affiliates, a party adverse to us in any legal proceeding or litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of shareholders.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND PURCHASE OF EQUITY SECURITIES
Our authorized number of shares is 450,000,000.
On June 2, 2014 we declared a reverse stock split and each shares of common stock outstanding were replaced by one fortieth of a share of common stock. No fractional shares were issued. As of that date and following the reverse split of the stock, we had a total of 632,277 common shares issued and outstanding.
On April 25, 2014, we converted $55,000 of convertible debt into 184,375 shares of common stock (pre-split 59,000,000 shares.)
As of December 31, 2014, there were 169 holders of record of our common stock. As of such date, 816,656 common shares were issued and outstanding.
Our common shares are issued in registered form. ClearTrust LLC, 16540 Pointe Village Drive, Suite 210, Lutz, FL, 33558 (Telephone: 813-235-4490; Facsimile: 813-388-4549) is the registrar and transfer agent for our common shares. We have no other exchangeable securities.
We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.
ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
RESULTS OF OPERATIONS
TWELVE MONTHS ENDED DECEMBER 31, 2015 AND 2014
Our net loss for the twelve months ended December 31, 2015 totaled $889,258 compared to our net loss of $35,635 for the twelve months ended December 31, 2014.
The Company divested of and discontinued the operations of CTTA, a subsidiary company. The Company started operations of CTTA in October 2010 ending on December 31, 2015. The following table gives a summary of the operations for this period.
|Discontinued Operations of CTTA|
|Gain on debt||-||-||-||-||-||(439,118||)|
|Net gain (loss)||$||(13,812||)||$||(116,096||)||$||(157,601||)||$||(64,597||)||$||(48,315||)||$||474,983|
The details for the discontinued operations for the years ended December 31, 2015 and 1014 are as follows:
For the year ended
December 31, 2015
For the year ended
December 31, 2014
|Bank charges and interest||3,943||15,933|
|Consulting and subcontractors||22,165||21,194|
|Office and general||23,055||21,733|
|Gain on reversal of debt||439,118||-|
|Foreign exchange gain||37,453||19,822|
|Total comprehensive income (loss)||$||474,983||$||(32,258||)|
The components of major assets and liabilities of discontinued operations at December 31, 2015 and 2014 were as follows:
|Accrued management fees||$||-||$||26,387|
|Accrued liabilities from previous years||$||-||$||82,584|
|Accounts payable, related party *||$||-||$||144,957|
|Notes payable, related party *||$||-||$||118,554|
|●||Related party having a common director until July 31, 2014, filed for bankruptcy on June 30, 2015 was owed $27,781 by the Company. Related party having a large share position until June 2, 2014 filed for bankruptcy on July 29, 2015 was owed accounts payable of $122,860 and a note for $105,116 by the Company. The operations of CTTA were transacted in Canadian dollars causing variance in translation to US dollars.|
The Company issued 45 million shares pursuant to a convertible debt at a conversion price of $0.001 per share. The Company calculated a stock-based compensation expense of $1,305,000 based on the market value of the shares issued less the conversion value, of $0.029 per share.
Pursuant to the acquisition of the White Channel claims the Company expended $12,058 in field exploration.
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.
During the year ending December 31, 201, we project cash requirements of approximately $100,000 as we continue to restructure our activities.
|Operating, general and administrative costs||$||50,000|
|Mining Claim costs||50,000|
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment over the next twelve months ending December 31, 2016.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by managements application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our consolidated financial statements is critical to an understanding of our balance sheet, the statements of operations and stockholders equity, and the cash flows statements included elsewhere in this filing.
ITEM 8. FINANCIAL STATEMENTS
The financial statements are attached to this report following the signature page. Audited financial statements have been prepared for the year ended December 31, 2014. The Company has engaged the auditors to audit the management prepared financial statements for the year ended December 31, 2015.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
In February 2016, we retained BF Borgers CPAs to be the Companys PCAOB auditor.
ITEM 9A. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of December 31, 2015 (the Evaluation Date). Based on that evaluation, the Principal Executive Officer/ Principal Accounting Officer have concluded that these disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed below.
Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosure. Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified below, we believe that our financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 fairly present our financial condition, results of operations and cash flows in all material respects.
Managements Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Companys internal control over financial reporting is a process, under the supervision of the management, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Companys financial statements for external purposes in accordance with United States Generally Accepted Accounting Principles (GAAP). Internal control over financial reporting includes those policies and procedures that:
|●||Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Companys assets;|
|●||Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and|
|●||Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.|
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
The Companys management conducted an assessment of the effectiveness of the Companys internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control –Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). As a result of this assessment, management identified a material weakness in internal control over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Companys annual or interim financial statements will not be prevented or detected on a timely basis.
The material weakness identified is described below.
|1.||Certain entity level controls establishing a tone at the top were considered material weaknesses. As of December 31, 2014, the Company did not have a separate audit committee or a policy on fraud. A whistleblower policy is not necessary given the small size of the organization.|
|2.||Due to the significant number and magnitude of out-of-period adjustments identified during the year- end closing process, management has concluded that the controls over the period-end financial reporting process were not operating effectively. A material weakness in the period-end financial reporting process could result in us not being able to meet our regulatory filing deadlines and, if not remediated, has the potential to cause a material misstatement or to miss a filing deadline in the future. Management override of existing controls is possible given the small size of the organization and lack of personnel.|
|3.||There is no system in place to review and monitor internal control over financial reporting. The Company maintains an insufficient complement of personnel to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting.|
As a result of the material weakness in internal control over financial reporting described above, the Companys management has concluded that, as of December 31, 2015, the Companys internal control over financial reporting was not effective based on the criteria in Internal Control - Integrated Framework issued by COSO.
Changes in Internal Controls
There were no changes in our internal control over financial reporting during the fiscal year ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION. - none
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The officers of the Company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors, executive officers and significant employees, their ages, positions held, and duration as such, are as follows:
|Name||Position Held with our Company||Age||Date First Elected or Appointed|
|Angelo Marino||President, Secretary, Vice President||43||October 1, 2010|
|Lin Han||Director||32||May 28, 2014|
|Jocelyn Moisan||Ex -President||44||October 1, 2010 to July 31, 2014|
|John Farinaccio||Ex-Treasurer, Vice President||39||October 1, 2010 to March 1, 2014|
The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee, indicating the principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
ANGELO M. MARINO, PRESIDENT AND SECRETARY
Educated and certified in various North American institutions, the President and CEO of UNITAS WORLD completed a Bachelor of Science in Criminal Justice Administration and a Master of Science in Policing and Social Conflict. Possessing a strong and diversified background in both the public and private sectors of the security world, Mr. Marinos experience includes 23 years as a personal protection specialist having escorted clients to and from various Canadian, U.S., South American, European and African destinations, 17 years as a security and personal protection trainer, 10 years as director of a network of specialized security and protection operatives, 7 years as a municipal public safety officer, and 15 years as a protection officer specialized in the secure transport of high-risk cargo, including 5 years as coordinator of special operations.
Mr. Marino is considered to be one of Canadas most renowned Specialists and Master Instructors in the fields of Armored and Non-Armored High Risk Cargo Protection, Tactical Operations and Executive, Personal and Family Protection, having trained more than 4300 security, police and military personnel.
Having worked in over 40 countries to this date, Mr. Marino has created and directed a variety of training programs for numerous domestic and international security and Law Enforcement agencies and has trained the presidential security details of two countries.
LIN HAN - DIRECTOR
Mr. Lin Han, age 34, is a Metallurgical Engineer. He graduated in 2003 from Northeastern University in Liaoning, China, with a Bachelor of Engineering degree, specializing in Non-Ferrous Metallurgy. In 2006, He graduated from the General Research Institute for Nonferrous Metals (GRINM) in China with a masters degree in Non-Ferrous Metallurgy. From 2006 to present, Mr. Lin has worked as a regional manager at the Bekaert Binjiang Steel Cord Co. Ltd. He speaks Mandarin and English.
There are no family relationships between any of our directors or executive officers.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:
|1.||any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;|
|2.||any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);|
|3.||being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or|
|4.||being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.|
SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended December 31, 2014, all filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with.
CODE OF ETHICS
Effective February 27, 2004, the Companys board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our Board of Directors, our companys officers including our president (being our principal executive officer) and our companys chief financial officer (being our principal financial and accounting officer), contractors, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:
|1.||honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;|
|2.||full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;|
|3.||compliance with applicable governmental laws, rules and regulations|
|4.||the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and|
|5.||accountability for adherence to the Code of Business Conduct and Ethics.|
Our Code of Business Conduct and Ethics requires, among other things, that all of the Companys personnel shall be accorded full access to our president and secretary with respect to any matter which may arise relating to the Code of Business Conduct and Ethics. Further, all of our companys personnel are to be accorded full access to our companys board of directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our Company officers.
In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our companys president or secretary. If the incident involves an alleged breach of the Code of Business Conduct and Ethics by the president or secretary, the incident must be reported to any member of our board of directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our companys Code of Business Conduct and Ethics by another.
Our Code of Business Conduct and Ethics is filed with the Securities and Exchange Commission as Exhibit 14.1.
The Board of Directors currently has no standing audit committee, compensation committee, or nominating committee.
ITEM 11. EXECUTIVE COMPENSATION
The following table summarizes the compensation of key executives during the last two complete fiscal years. No other officers or directors received annual compensation in excess of $100,000 during the last two complete fiscal years.
|SUMMARY COMPENSATION TABLE|
|Annual Compensation||Long Term Compensation|
|Name and||Other Annual||Options/SARs||Award(s)||All Other|
|Principal Position||Year||Salary||Bonus||Compensation(1)||Granted||Share Units||LTIP||Compensation|
LONG-TERM INCENTIVE PLANS
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers may receive stock options at the discretion of our board of directors. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.
We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.
We reimburse our directors for expenses incurred in connection with attending board meetings. We have no present formal plan for compensating our directors for their service in their capacity as directors, although in the future, such directors are expected to receive compensation and options to purchase shares of common stock as awarded by our board of directors or (as to future options) a compensation committee which may be established in the future. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. The board of directors may award special remuneration to any director undertaking any special services on behalf of our company other than services ordinarily required of a director. Other than indicated in this annual report, no director received and/or accrued any compensation for his or her services as a director, including committee participation and/or special assignments.
REPORT ON EXECUTIVE COMPENSATION
Our compensation program for our executive officers is administered and reviewed by our board of directors. Historically, executive compensation consists of a combination of base salary and bonuses. Individual compensation levels are designed to reflect individual responsibilities, performance and experience, as well as the performance of our company. The determination of discretionary bonuses is based on various factors, including implementation of our business plan, acquisition of assets, development of corporate opportunities and completion of financing.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of April 15, 2016, certain information with respect to the beneficial ownership of our common shares by each shareholder known to us to be the beneficial owner of 5% of our common shares, and by each of our officers and directors. Each person has sole voting and investment power with respect to the common shares, except as otherwise indicated. Beneficial ownership consists of a direct interest in the common shares, except as otherwise indicated.
|Name and address of Beneficial Owner||Amount and Nature of Beneficial Ownership||Percentage of Class|
CHANGES IN CONTROL
On June 14, 2015, the Company issued 225,000,000 shares of common stock to Mr. Song Bo in exchange for rights for certain mineral assets.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as disclosed herein and in the Notes to Financial Statements, there have been no transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years in which any of our directors, executive officers or beneficial holders of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.
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.|
(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.|
(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|
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 March 10, 2020.
EARTH LIFE SCIENCES INC.
/s/ Angelo Marino
In accordance with the requirements of the Exchange Act, this Form 10-K/A for the year ended December 31, 2015 report has been signed by the following persons on behalf of the registrant and in the capacities indicated on the dates indicated.
|By: /s/Angelo Marino||President||March 10, 2020|
|Earth Life Sciences Inc.|
|For the years ended December 31|
|Assets of discontinued operations||3||-||$||244|
|Accounts payable and accrued liabilities||$||116,697||$||59,974|
|Accounts payable and accrued liabilities, discontinued operations||3||-||112,753|
|Accounts payable from discontinued operations, related party||3||-||144,957|
|Notes payable from discontinued operations||3||-||125,485|
|Notes payable from discontinued operations, related party||3||-||118,554|
|Common shares, authorized 450,000,000 shares at par value $0.001, issued and outstanding as of December 31, 2015 – 270,817,339 shares and December 31, 2014 - 817,339 shares.||270,817||817|
|Additional paid in capital||14,090,531||6,260,531|
|Accumulated comprehensive income||131,859||101,058|
|Total liabilities and shareholders equity||$||6,751,960||$||244|
The accompanying notes form an integral part of these financial statements
|Earth Life Sciences Inc.|
|Statement of Operations|
|For the years ended December 31|
|Consulting and subcontractors||$||35,000||$||-|
|Office and general||11,494||3,377|
|Mineral exploration costs||12,058||-|
|Discontinued operations of subsidiary||3|
|Revenue from discontinued operations||47,575||57,879|
|Expenses from discontinued operations||(49,163||)||(90,137||)|
|Gain on reversal of debt from discontinued operations||439,118||-|
|Foreign exchange gain||37,453||-|
|Net loss for the year||(889,059||)||(35,635||)|
|Unrealized foreign exchange||30,801||56,605|
|Total comprehensive income (loss)||$||(858,258||)||$||20,970|
|Loss per share, basic and diluted||$||(0.01||)||$||0.03|
|Weighted average number of shares outstanding||144,965,690||758,564|
The accompanying notes form an integral part of these financial statements
|Earth Life Sciences Inc.|
|Statements of Cash Flows|
|For the years ended December 31|
|Cash Flows from Operating Activities|
|Loss for the period||$||(889,059||)||$||(35,635||)|
|Items not affecting cash:|
|Changes in non-cash working capital:|
|Accounts payable and accrued liabilities||(12,907||)||(35,942||)|
|Net cash provided by (used in) operating activities||2,206||(46,937||)|
|Cash Flows from Financing Activities|
|Repayment of convertible debt with shares||45,000||47,523|
|Conversion of debt to shares||(45,000||)||(47,523||)|
|Net cash provided by financing activities||-||45,278|
|Cash Flows from Investing Activities|
|Acquisition of exploration and evaluation assets||-||-|
|Purchase of equipment||(2,450||)||-|
|Net cash used in investing activities||(2,450||)||-|
|Change in cash and cash equivalents||(244||)||(1,659||)|
|Cash and cash equivalents at beginning of period||244||1,903|
|Cash and cash equivalents at end of period||$||-||$||244|
|Cash and cash equivalents consist of:|
|Income taxes paid||$||-||$||-|
|Shares issued for debt||2||$||1,350,000||$||47,523|
|Shares issued for mineral property||4||$||6,750,000||$||-|
|Shares issued for services||$||-||$||-|
The accompanying notes form an integral part of these financial statements
|Earth Life Sciences Inc.|
of Changes in Shareholders Equity
|Balance, January 1, 2013||632,960||$||632||$||6,213,193||$||(6,965,970||)||$||44,453||$||(707,692||)|
|Conversion of debt||184,379||185||47,338||-||-||47,523|
|Unrealized exchange gain||-||-||-||-||56,605||56,605|
|Loss for the year||-||-||-||(35,635||)||-||(35,635||)|
|Balance, December 31, 2014||817,339||$||817||$||6,260,531||$||(7,001,605||)||$||101,058||$||(639,199||)|
|Property acquisition - White Channel||225,000,000||225,000||6,525,000||-||-||6,750,000|
|Conversion of debt||45,000,000||45,000||1,305,000||-||-||1,350,000|
|Unrealized exchange gain||-||-||-||-||30,801||30,801|
|Loss for the year||-||-||-||(889,059||)||-||(889,059||)|
|Balance, December 31, 2015||270,817,339||$||270,817||$||14,090,531||$||(7,890,664||)||$||131,859||$||6,602,543|
The accompanying notes form an integral part of these financial statements
|EARTH LIFE SCIENCES INC.|
|NOTES TO THE FINANCIAL STATEMENTS|
|December 31, 2015|
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. As a result of continued losses and lack of potential from the operation of the tactical training business, the Company divested itself of the operations of Canadian Tactical Training Academy Inc. and has shown these operations as discontinued operations.
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 managements 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 Companys 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 Companys 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 Companys 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 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.
Mineral properties and development costs
All direct costs related to the acquisition of mineral property interests are capitalized. Mineral property exploration expenditures are expensed when incurred. When it has been established that a mineral deposit is commercially mineable, an economic analysis has been completed in accordance with SEC Industry Guide 7 and permits are obtained, the costs subsequently incurred to develop a mine on the property prior to the start of mining operations are capitalized. Capitalized costs will be amortized following commencement of production using the unit of production method over the estimated life of proven and probable reserves.
The acquisition of title to mineral properties is a complicated and uncertain process. The Company has taken steps, in accordance with industry standards, to verify the title to mineral properties in which it has an interest. Although the Company has made efforts to ensure that legal titles to its mining assets are properly recorded, there can be no assurance that such title will be secured indefinitely.
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 assets carrying value and fair value.
Other Comprehensive Income
The Company reports and displays comprehensive income and its components in the financial statements. During the years ended December 31, 2015 and 2014, the Company recorded unrealized foreign exchange gains of $30,801 and $56,605 respectfully.
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.
The Companys 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 entitys 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, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
The Company follows ASC 605, Revenue Recognition -The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company provides services to companies on a time and materials basis and recognizes revenues upon billing of time and materials at which all services have been completed and there is no warranty or returns on services.
Deferred Income Taxes and Valuation Analysis
The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of December 31, 2015 or December 31, 2014.
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 December 31, 2015 and at December 31, 2014.
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 December 31, 2015 and 2014 totaled $1,305,000 and $nil, respectively.
Recent Accounting Pronouncements
In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the awards grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. Management has reviewed the ASU and believes that they currently account for these awards in a manner consistent with the new guidance, therefore there is no anticipation of any effect to the consolidated financial statements.
In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entitys liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entitys liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entitys liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entitys ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met conditions which would subject these financial statements for additional disclosure.
NOTE 3 – DISCONTINUED OPERATIONS
As at December 31, 2015, the Company disinvested and discontinued the operations of subsidiary company, CTTA, based on poor earnings and potential future losses. Operations for the year ended December 31, 2015 and operations previously reported for the year ended December 31, 2014 have been shown as discontinued operations as per the following schedule:
For the year ended
December 31, 2015
For the year ended
December 31, 2014
|Bank charges and interest||3,943||15,933|
|Consulting and subcontractors||22,165||21,194|
|Office and general||23,055||21,733|
|Gain on reversal of debt (note 6 and note 7)||439,118||-|
|Unrealized foreign exchange||37,453||-|
|Total comprehensive income (loss)||$||474,983||$||(32,258||)|
The components of major assets and liabilities of discontinued operations at December 31, 2015 and 2014 were as follows:
|Accrued management fees||$||-||$||26,387|
|Accrued liabilities from previous years||$||-||$||82,584|
|Accounts payable, related party||$||-||$||144,957|
|Notes payable, related party||$||-||$||118,554|
NOTE 4 – MINERAL PROPERTIES
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 issued 225,000,000 restricted shares and will pay the sum of $180,000 payable in instalments of $30,000 on the 15th 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. The fair value of the issuance of the restricted shares was calculated to be $6,750,000.
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.
NOTE 5 – CONVERTIBLE NOTE PAYABLE
As at December 31, 2015, the Company had a convertible note payable totaling $32,720 (2014 - $77,720). The convertible note was issued in 2011 and has no interest rate and no fixed terms of repayment. The Note is convertible into common shares at $0.001 per share. Currently, the note could be converted to 32,720,000 shares. On July 15, 2015, the Company converted $45,000 of the convertible note payable into 45,000,000 shares of the Company. The Company calculated a beneficial conversion factor of $1,305,000 and recorded this amount as stock-based compensation in the statement of operations.
NOTE 6 – NOTES PAYABLE
As at December 31, 2015, the Company had Notes Payable in the amount of $nil (2014 - $168,608). The notes were unsecured, had no repayment terms, and no interest rate. Pursuant to the disinvestment and discontinuance of CTTA, the Company had a recovery on the write-down of Notes Payable (see Note 3).
NOTE 7 – RELATED PARTY TRANSACTIONS
As at December 31, 2015, the Company had Accounts Payable due to related parties totaling $nil (2014 - $144,957). As of December 31, 2015, the Company had Notes Payable to related parties of $nil (2014 - $118,554). These notes were demand, with no interest rates. Pursuant to the disinvestment and discontinuance of CTTA, the Company had a recovery on the write-down of Accounts payable to related parties for $144,957 and Notes Payable to related parties for $118,554 (see Note 3).
NOTE 8 – COMMON STOCK
As at December 31, 2015, the Company had 450,000,000 shares of $0.001 par value common shares authorized. On April 25, 2014, the Company converted $55,000 of its convertible debt into 184,371 shares of common stock of the Company. Pre-split, this equated to 55,000,000 shares. On June 2, 2015, the Company completed a reverse stock split of 40:1. On June 10, 2015, the Company completed a reverse stock split of 8:1. On July 15, 2015 the Company converted $45,000 of its convertible debt into 45,000,000 shares of common stock of the Company. On June 20, 2015 the Company issued 225,000,000 common shares pursuant to the acquisition of White channel mineral property.
NOTE 9 – INCOME TAXES
The Company is subject to United States federal and state income taxes at an approximate rate of 35%. The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards, regardless of their time of expiry.
No provision for income taxes has been provided in these financial statements due to the net loss for the years ended December 31, 2015 and 2014. 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 10 – SUBSEQUENT EVENTS
THIS AGREEMENT is dated for reference the 16th day of May 2015.
EARTH LIFE SCIENCES INC., a company incorporated pursuant to the laws of Nevada having an office at Suite 880, 50 West Liberty Street, Reno, Nevada, 89501
OF THE FIRST PART
SONG BO. a person with an address at 2-302 Bing Hai Street, Change Xing Doa, Dailian, LiaoNing,
OF THE SECOND PART
|A.||BO has a 100% beneficial interest in and to mineral claims known as the White Channel claims, as more particularly described in Schedule A attached hereto, and including any buildings and attachments thereon the White Channel claims (the Property);|
|B.||CLTS desires to acquire and BO has agreed to grant to CLTS:|
|(a)||an exclusive and irrevocable option to acquire all of BOs rights, title and interest in and to the Property (the Option); and|
|(b)||the exclusive and irrevocable right and authority during the term of the Option to:|
|(i)||act in BOs name and stead with respect to ail matters connected to the Property; and|
|(ii)||enter on to the Property to conduct reconnaissance, exploration and development work;|
NOW THEREFORE THIS AGREEMENT WITNESSES THAT, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties covenant and agree with each other as follows:
1. DEFINITIONS AND INTERPRETATION
For the purposes of this Agreement, including the recitals and any schedules hereto, unless there is something in the subject matter or context inconsistent therewith, the following words and expressions shall have the following meanings:
Agreement means this Agreement, as amended from time to time;
Mining Work means every kind of work done on or in respect of the Property or the products there from by or under the direction of or on behalf of or for the benefit of a party and, without limiting the generality of the foregoing, includes assessment work, geophysical, geochemical and geological surveying, studies and mapping, investigating, drilling, designing, examining, equipping, improving, surveying, shaft sinking, raising, crosscutting and drifting, searching for, digging, trucking, sampling, working and procuring minerals, ores, metals and concentrates, surveying and bringing any mineral claims or other interest to lease or patent, reporting, and all other work usually considered to be prospecting, exploration, development and mining work;
NSR means net smelter return as more particularly defined in Schedule B attached hereto;
Option means the option granted by the Optionors to CLTS to acquire all of BOs direct and indirect right, title and interest in and to the Property in accordance with Section 3.1 of this Agreement;
Property means that mineral claim known as the White Channel claims, as more particularly described in Schedule A attached hereto, together with any surface rights, mineral rights, buildings, personal property and permits associated therewith, and shall include any renewal thereof and any other form of successor or substitute title thereto;
1.2 All references to currency in this Agreement, unless specified otherwise, are to lawful currency of Canada.
1.3 This Agreement shall be governed by and shall be construed and interpreted in accordance with the laws of British Columbia and the laws of Canada applicable in British Columbia.
1.4 The division of this Agreement into sections and/or subsections and the provision of headings for all or any of them are for convenience of reference only, do not form a part of this Agreement and are not intended to affect the interpretation of this Agreement.
1.5 The following Schedule is attached and forms part of this Agreement:
Schedule A - White Channel claims
Schedule B - Calculation and Payment of Net Smelter Royalty
Schedule C - Net Profits Interest
1.6 Whenever any provision of any schedule to this Agreement conflicts with any provision in the body of this Agreement, the provision in the body of this Agreement shall prevail. References herein to a schedule shall mean a schedule of this Agreement. Reference in any schedule of this Agreement to an agreement shall mean this Agreement.
1.7 Words used herein importing the singular number only shall include the plural, and vice-versa, and words importing the masculine gender shall include the feminine and neuter genders, and vice-versa, and words importing persons shall include firms, partnerships and corporations.
2. REPRESENTATIONS AND WARRANTIES
|2.1||CLTS represents and warrants to the Optionors that:|
|(a)||it is a company duly incorporated and validly subsisting and is in good standing with respect to the filing of its annual reports under the laws of the jurisdiction of its incorporation;|
|(b)||it has full power and authority and capacity to enter into this Agreement and to carry out the transactions contemplated herein except where regulatory approval is required;|
|(c)||it has duly obtained all corporate authorizations for the execution, delivery and performance of this Agreement, and such execution, delivery and performance, and the consummation of the transactions herein contemplated, will not conflict with, or accelerate the performance required by, or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance, lien or charge under the provisions of its constating documents or any shareholders or directors resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject, and will not contravene any applicable law;|
|2.2||BO, jointly and severally, represents and warrants to CLTS that:|
|(a)||he holds 100% of all right, title and interest in and to the Property;|
|(b)||the Property is properly and accurately described in Schedule A hereto and is in good standing under the laws of British Columbia and Canada;|
|(c)||the Property, and any mineral or property rights which may result there from, is free and clear of any and all liens, charges, royalties or encumbrances of any kind and is not subject to any right, claim or interest of any other person;|
|(e)||all taxes, assessments, rentals, levies or other payments relating to the Property and required to be made to any government authority have been made and to the best of BOs knowledge, the Property is in good standing with all applicable government authorities;|
|(g)||he has not received from any government authority any notice of, or communication relating to, any actual or alleged environmental claims, and there are no outstanding work orders or actions required to be taken relating to environmental matters respecting the Property or any operations carried out thereon;|
|(h)||he has and will continue to make available to CLTS all information in his possession or control relating to work done on or with respect to the Property which could possibly be considered to be materially significant in indicating whether the Property might or might not have the potential for economic mineralization;|
|(i)||to the best of his knowledge after diligent enquiry, there is no adverse claim or challenge against or to the ownership of or title to the Property, or any portion thereof, nor, to the best of his knowledge, is there any basis therefor, and there are no outstanding agreements or options to acquire, purchase or explore the Property, or any portion thereof or interest therein, other than as set out herein; and no person has any royalty or interest whatsoever in production or profits from the Property or any portion thereof;|
|(j)||except as permitted under the laws of British Columbia and Canada, to the best of his knowledge and belief, after having made reasonable inquiry:|
|(i)||there has been no material spill, discharge, leak emission, ejection, escape, dumping, or any release or threatened release of any kind, of any toxic or hazardous substance or waste (as defined by any applicable law) from, on, in or under the Property, or into the environment;|
|(ii)||no toxic or hazardous substance or waste has been disposed of or is located on the Property as a result of the activities of BO or his predecessors in interest;|
|(iii)||no toxic or hazardous substance or waste has been treated on or is now stored on the Property; and|
|(iv)||there is no other matter which has been a breach of applicable environmental laws or which could result in liability to a party hereunder.|
2.3 The representations and warranties herein before set out are conditions on which the parties have relied in entering into this Agreement, are to be construed as both conditions and warranties and shall, regardless of any investigation which may have been made by or on behalf of any party as to the accuracy of such representations and warranties, survive the closing of the transactions contemplated herein and the acquisition of any interest in the Property hereunder, and each of the parties will indemnity and save the other harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation or warranty contained in this Agreement.
3.1 BO hereby assigns all of her right, title and interest in the Property and grants to CLTS the right and option to acquire an undivided 100% interest in and to the Property, for the consideration and upon the terms and conditions set forth in this Agreement
|3.2||In aggregate consideration for the Option, CLTS shall:|
|(a)||pay to BO the sum of seventy five thousand dollars ($75,000) as follows:|
|(i.)||twenty five thousand dollars ($25,000) on or before May 15, 2017;|
|(ii.)||twenty five thousand dollars ($25,000) on or before May 15, 2018;|
|(iii.)||twenty five thousand dollars ($25,000) on or before May 15, 2019;|
|(b)||pay to BO a further four hundred thousand dollars ($400,000.00) as follows:|
|(i.)||one hundred thousand ($100,000.00) on or before the second anniversary of this agreement;|
|(ii.)||one hundred thousand ($ 100,000.00) on or before the third anniversary of this Agreement;|
|(iii.)||one hundred thousand ($100,000.00) on or before the fourth anniversary of this Agreement;|
|(iv.)||one hundred thousand ($100,000.00) on or before the fifth anniversary of this Agreement;|
|(c)||issue 225,000,000 shares of CLTS to BO on or before June 30, 2016;|
|(d)||pay BO an NSR in accordance with the provisions of Section 3.4, 3.5, 3.6 and|
|(e)||pay BO an NSR in accordance with the provisions of Section 3.4. and|
|(f)||hire BO as a contractor or incur expenditures on the property for the minimum of $10,000 per year for three years.|
(cumulatively, the Option Price).
3.3. Upon completion of tire payments to BO in accordance with 3.2(a), (b), (c) and (d) above, CLTS shall be deemed to have exercised the Option and earned an undivided 100% interest in and to the Property (the Option Exercise.
3.4. BO shall be entitled to and CLTS shall pay to BO a three percent (3%) NSR (the BO NSR), calculated and paid as set forth in Schedule B hereafter.
3.5. BO shall be entitled to a net profit interest of fifteen percent (Net Profit Interest), payable in the manner and at the times set out in schedule C attached hereto;
3.6. Upon Commencement of Commercial Production from the Property, a royalty of $1.00 per tonne (BO Commercial Royalty) (adjusted annually to ensure that the payment is calculated in terms of the value of the Canadian dollar on June 1, 2015 on all ores and other products mined from the Property and sold by the Purchaser, payable within 30 days after the end of each calendar quarter in each year.
3.7. BO hereby grants CLTS an irrevocable option to purchase all of the BO NSR, the Net Profit Interest and the BO Commercial Royalty at any time within five years of the date of this Agreement, by the payment of $1,500,000.
4.1 Except as otherwise provided in this Agreement, until the Option is exercised or terminated in accordance with the terms of this Agreement, CLTS, its employees, agents and independent contractors shall have the sole and exclusive right (subject to applicable Legislation) to:
|(a)||enter in, under or upon the Property and to conduct Mining Work;|
|(b)||exclusive and quiet possession of the Property;|
|(c)||bring upon the Property and to erect thereon such mining facilities as it may consider advisable; and|
|(d)||remove from the Property and dispose of for its own account ore or mineral products for the purpose of bulk sampling, pilot plant or test operations.|
4.2 Subsequent to the exercising of the Option and prior to the completion of payments due pursuant to section 3.2(b), CLTS shall have the right to return all right, title and interest in and to the Properties to BO and thereupon CLTS shall be released from all obligations to make any further payments in accordance with section 3.2(b).
|5.||POWERS, DUTIES AND OBLIGATIONS OF CLTS|
5.1 Until the Option is exercised or terminated in accordance with the terms of this Agreement, CLTS shall have the full right, power and authority to do everything necessary or desirable to carry out an exploration program on the Property and to determine the manner of exploration and development of the Property and, without limiting the generality of the foregoing, the right, power and authority to:
|(a)||regulate access to the Property, subject only to Section 5.2(b) below;|
|(b)||employ and engage such employees, agents and contractors as it may consider necessary or advisable to carry Mining Work on the Property and in this connection to delegate any of its powers and rights hereunder;|
|(c)||execute all documents, deeds and instruments, do or cause to be done all such acts and things and give all such assurances as may be necessary to maintain good and valid title to the Property and to give effect to the foregoing BO hereby irrevocably constitutes CLTS his true and lawful attorney until the earlier of the termination of this Agreement and the exercise of the Option.|
5.2 Until the Option is exercised or terminated in accordance with the terms of this Agreement, CLTS shall:
|(a)||keep the Property free and clear of all liens and encumbrances arising from its operations hereunder (except liens contested in good faith by CLTS) and in good standing by the doing and filing, or payment in lieu thereof, of all necessary assessment work and payment of all taxes required to be paid and by the doing of all other acts and things and the making of all other payments required to be made which may be necessary in that regard;|
|(b)||permit BO and his representatives, at their own risk and expense, access to the Property at all reasonable times and to all records prepared by the Company in connection with the Mining Work. CLTS shall prepare and deliver to BO a comprehensive annual report on all Mining Work conducted by CLTS on the Property each year. CLTS shall further provide to BO frequent updates on Mining Work and all material results from Mining Work.|
|(c)||conduct all work on or in respect to the Property in a careful and miner like manner and in accordance with the applicable laws of British Columbia and Canada, and indemnify and save BO harmless from any and all claims, suits or actions made or brought against BO as a result of work done by CLTS on or with respect to the Property; and|
|(d)||maintain true and correct books, accounts and records of operations hereunder.|
5.3 During the term of the Option, CLTS shall pay all taxes, complete and file all assessment work and make all necessary payments and do such further and other acts as may be required to maintain the Property in good standing and shall not abandon or terminate the Option at a time less than 60 days prior to the date on which any act is required to maintain the Property in good standing.
|6.||TERMINATION OF OPTION|
6.1 In the event of default in the performance of the requirements of Section 3.2, then, subject to the provisions of Section 6.3 of this Agreement, the Option and this Agreement shall terminate.
6.2 CLTS shall have the right at any time to terminate this Agreement by giving 30 days written notice of such termination to BO and upon the effective date of such termination this Agreement shall be of no further force and effect except CLTS shall be required to satisfy any requirements which may have accrued to that date under the provisions of this Agreement which have not been satisfied.
6.3 Notwithstanding any other provision of this Agreement, in the event of termination of this Agreement, CLTS shall:
|(a)||deliver to BO any and all reports, samples, drill cores and engineering data of any kind whatsoever pertaining to the Property or related to Mining Work which have not been previously delivered to BO;|
|(b)||remove all introduced materials, supplies and equipment form the Property, provided however, that BO may retain ore and, at the cost of CLTS, dispose of any such materials, supplies or equipment not removed by CLTS from the Property within one hundred and eighty (180) days of termination;|
|(c)||ensure that, at the effective date of termination of this Agreement, the Property are free and clear of all liens and encumbrances arising from its operations hereunder (except liens contested in good faith by CLTS) and in good standing for at least the next ensuing 24 months whether by having done and filed, or paid in lieu thereof, all assessment work necessary for that purpose.|
7.1 All information and data concerning or derived from Mining Work shall be confidential and, except to the extent required by law or by regulations of any securities commission, stock exchange or other regulatory body, shall not be disclosed to any person other than a partys professional advisors with the prior written consent of the other party which consent shall not be unreasonably withheld.
8.1 Any formal notice between the Parties hereto shall be in writing and will be either personally delivered or sent by facsimile or by registered mail to the appropriate party at the address noted for that party on the first page of this Agreement, or such other address as may be designated by a party in a written notice sent to the other party in accordance with this paragraph. Any notice or other communication will be effective five calendar days from the day that it was sent, or if given by personal delivery or facsimile, the day following its receipt.
9.1 No party will be liable for its failure to perform any of its obligations under this Agreement due to a cause beyond its reasonable control including, but not limited to, acts of God, fire, storm, flood, explosion, strikes, lockouts or other industrial disturbances, acts of public enemy, war, riots, laws, rules and regulations or orders of any duly constituted governmental authority, or nonavailability of materials or transportation (each an Intervening Event).
9.2 All time limits imposed by this Agreement will be extended by a period equivalent to the period of delay resulting from an Intervening Event.
9.3 A party relying on the provisions of 9.1 hereof, insofar as possible, shall promptly give written notice to the other party of the particulars of the Intervening Event, shall give written notice to all other parties as soon as the Intervening Event ceases to exist, shall take all reasonable steps to eliminate any Intervening Event and will perform its obligations under this Agreement as far as practicable, but nothing herein will require such party to settle or adjust any labour dispute or to question or to test the validity of any laws, rule, regulation or order of any duly constituted governmental authority or to complete its obligations under this Agreement if any Intervening event renders completion impossible.
10.1 If a party (the Defaulting Party) is in default of any requirement herein set forth, the party affected by such default (the Non-Defaulting Party) shall give written notice to the Defaulting Party within thirty (30) days of becoming aware of such default, specifying the default. Upon receiving notice of such default, the Defaulting Party shall have thirty days from the date of receipt of such notice to cure the default (the Cure Period) and if it does so within the Cure Period, it shall not loose any rights under this Agreement, nor shall the Agreement or the Option terminate, nor shall the Non-Defaulting Party have any rights, remedies or cause of action pursuant to this Agreement, or otherwise hereunder as a result of such default. If the Defaulting Party fails to cure the default within the Cure Period, the Non-Defaulting Party shall thereafter be entitled to seek any remedy it may have on account of such default.
11.1 CLTS may, at its sole discretion, upon giving written notice to BO, assign its interest in this Agreement, in whole or in part, and the Option to a related or affiliated person without the consent or approval of BO provided that such person agrees to abide by the terms of this Letter Agreement and to assume all of the liabilities and obligations of CLTS under this Agreement, whether accruing before or becoming due after such assignment.
11.2 BO shall have the right, at any time after the third anniversary of this Agreement, to assign, transfer or otherwise dispose of all or any part of the BO NSR. If, after such assignment or transfer, the BO NSR is held by more than one party, only the last party to be entitled to such NSR in its entirety shall be entitled to notices, statements and the rights of challenge pursuant to sections 4, 5 and 7 of Schedule B.
12.1 This Agreement provides for an option only and, except as specifically provided otherwise, nothing herein contained shall be construed as obligating CLTS to do any acts or make any payments hereunder and any act or acts or payment or payments as shall be made hereunder shall not be construed as obligating CLTS to do any further act or make any further payment.
13.1 This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and undertakings, whether oral or written, relative to the subject matter hereof.
13.2 The recitals set out at the beginning of this Agreement form part of this Agreement.
13.3 This Agreement may only be changed by an agreement in writing, duly executed by the . party or parties against which enforcement, waiver, change, modification or discharge is sought.
13.4 Time shall be of the essence of this Agreement.
13.5 Upon the written request of either of the parties hereto, the other party agrees to furnish such additional further assurances or documents as may be reasonably necessary to carry out the intent, purposes and terms of this Agreement.
13.6 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors, permitted assigns, heirs, administrators and legal representatives.
13.7 If any provision of this Agreement is determined to be illegal, invalid or unenforceable in whole or in part, such illegality, invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect.
13.8 Waiver of any provisions herein by any party hereto shall not be construed as a waiver of any other provisions or terms of this Agreement.
13.9 This Agreement may be executed in counterparts each of which may be delivered by facsimile. Each executed counterpart shall be deemed to be an original and all such counterparts when read together shall constitute one and the same instrument.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.
Earth Life Sciences Inc.
|LIN HAN, President/Director||SONG BO|
the Option Agreement between CLTS
and BO dated May 16, 2015
For the purposes of this Agreement the following Mineral Claim in British Columbia shall constitute the White Channel:
the Option Agreement between CLTS
and BO dated May 16, 2015
NET SMELTER RETURN
An NSR shall consist of the specified percentage of the actual net proceeds received by CLTS from the sale of precious metals mined and removed from the Property after deduction from such proceeds all reasonable costs, charges and expenses to CLTS, both direct and indirect, including the following:
|(a)||custom smelting costs, treatment charges and penalties including, but not limited to, metal losses, penalties for impurities and charges for refining, selling and handling by the smelter, refinery or other purchaser; provided, however, in the case of leaching operations or other solution mining techniques, where the metal being treated is precipitated or otherwise directly derived from such leach solution, all processing and recovery costs incurred, beyond the point at which metal being treated is in solution, shall be considered treatment charges;|
|(b)||costs of handling, transporting and insuring ores, minerals and other materials or concentrates from the Property or from a concentrator, whether situated on or off the Property, to a smelter, refinery or other place of treatment; and|
|(c)||ad valorem taxes and royalties and taxes based upon production, but not income taxes.|
|2.||Timing of Calculation|
The BO NSR shall be calculated as at the end of each quarter of the applicable fiscal year.
CLTS shall pay the BO NSR on or before the last day of the next following quarter and shall be delivered along with a statement indicating in reasonable detail the calculation of the BO NSR paid.
CLTS shall have an audited statement prepared by its auditors for each year in which the BO NSR is payable by the 30th of June in the following year and CLTS shall deliver a copy of this statement to BO.
|5.||All Payments Final|
All payments of the BO NSR shall be deemed final and in full satisfaction of all obligations of CLTS with regard to the BO NSR if such payment or the calculation thereof are not disputed by the recipient within 90 days after receipt of the audited statement.
CLTS may remove reasonable quantities of ore and rock from the Property to a maximum of 10,000 tonnes for the purpose of bulk sampling and of testing, and there shall be no BO NSR payable with respect thereto, unless revenues are derived therefrom.
|7.||Commingling of Ore|
Ore from the Property may be commingled with ores from the other or with ores produced from other Property owned or controlled by CLTS or any other party, provided that reasonable practices and procedures for weighing, sampling and assaying are adopted in order to determine the amounts of products derived from, or attributable to, ore mined or produced from the Property. CLTS shall ensure that accurate records of the results of such sampling, weighing and assaying with respect to any ore mined and produced from the Property. BO shall have the right to examine such records at all reasonable times.
|8.||Decision to Produce|
Any decision to place the Property into production shall be at the sole discretion of CLTS, which shall be under no obligation to place the Property into production and, in the event that the Property are placed into production, CLTS shall have the unfettered right to suspend or curtail any such operation as it may determine at its sole discretion.
the Option Agreement between CLTS
and BO dated May 16, 2015
NET PROFITS INTEREST
|1.||For the purposed of this Agreement the following words and phrases shall have the following meanings, namely:|
|(a)||Assessment Work means exploration and/or development work on or related to any part of the Property for which value as such work is credited by the Chief Gold Commissioner pursuant to Section 2 of Part C of the Mineral Act Regulations (Reg. 587/77) under the Mineral Act, as the same may from time to time be revised or replaced;|
|(b)||Commencement of Commercial Production means that last day of the first period of 30 consecutive days during which ore has been shipped from the Property on a reasonably regular basis for the purpose of earning revenues; but no period of time during which ore or concentrate is shipped from the Property for testing purposes, and no period of time during which milling operations are undertaken as initial tune-up, shall be taken into account in determining the date of Commencement of Commercial Production;|
|(c)||Mill means the crusher, concentrator and other processing facilities to be constructed on or in proximity to the Property and to be used for the processing of production from the Property, whether or not in conjunction with or after production from any other mineral property.|
|(d)||Mining Operation means a mine and related facilities with respect to which the Net Profits Interest is payable;|
|(e)||Net Profits with respect to any Mining Operation shall mean the gross annual cash receipts received by the Purchaser in its own fiscal year for its own account which are derived from carrying on the business relating to the mining, milling and/or other treatment of ores or other products derived from such mining operation, less all Operating Expenses incurred by the Purchaser in connection with such mining operation;|
|(f)||Net Profits Interest means the amount from time to time payable to the Vendors pursuant to Section 3;|
|(g)||Operating Expenses shall mean all costs, obligations, liabilities and expenses of whatsoever nature, including any payment of damages, resulting from or in connection with the preparation, equipping and operation of the Mining Operation which are incurred or become chargeable after the Commencement of Commercial Production at such Mining Operation, including all prior operating losses incurred by the Purchaser with respect thereto, but excluding charges for depletion or depreciation. Without limiting the generality of the foregoing and without intending to enumerate all items of Operating Expenses, Operating Expenses shall include the following items which are incurred or become chargeable on or after the Commencement of Commercial Production:|
|(i)||all costs of or related to the mining, milling and/or other treatment of the ores or other products and the operation of any mining, milling or ancillary facilities related to the carrying on of such Mining Operation;|
|(ii)||all costs of or related to marketing any of the ores or other products, including, without limitation, transportation, commissions and/or discounts;|
|(iii)||all taxes, rates, assessments, fees and duties payable to either the federal, provincial or any municipal or other governmental body, charged, levied or imposed on such Mining Operation, or payable on or in respect of or measured by the products of such Mining Operation, including all government royalties relating thereto and mining duties or mining taxes (even though based on profits), but there shall be excluded all taxes based on profits other than governmental royalties and mining duties and mining taxes based on profits;|
|(iv)||all reasonable costs and fees payable for providing management and supervisory services as normally would be charged by a third party contractor with the same level of competence, whether to the Purchaser or a third party;|
|(v)||all costs of consulting, legal, accounting, insurance and other services or protection in connection with the carrying on of or related to the Mining Operation;|
|(vi)||all milling and smelter costs, including custom milling costs (with respect to the milling and smelting of the ores or other products of such Mining Operation) and transportation costs of such ores and/or other products to the Mill and/or to the smelter and/or to the purchaser thereof;|
|(vii)||all maintenance and repair costs;|
|(viii)||all costs for pollution control, reclamation or any other similar costs incurred or to be incurred as a result of any governmental regulations or requirements;|
|(ix)||all costs or expenses incurred with respect to the termination of such Mining Operation;|
|(x)||all royalties payable to any third party.|
All Operating Expenses shall be determined in accordance with generally accepted accounting principles consistently applied;
|(j)||Option Period means the period during the term of this Agreement from the date hereof to and including the date of exercise of the Option;|
|(k)||Post Production Expenditures shall mean the aggregate of all costs (whether capital or otherwise) except only Operating Expenses, incurred after the date of Commencement of Commercial Production, in order to increase the size of or make more efficient or replace the production facilities for such Mining Operation, whether same are located on or off the Property;|
|(l)||Preproduction Expenditures shall mean the aggregate of costs (whether capital or otherwise) incurred after the date of the Agreement, relating to the exploration or development of the Property and the construction of facilities on or off such Property related to such Mining Operation, and prior to the Commencement of Commercial Production, including, without limiting the generality of the foregoing:|
|(i)||all amounts expended in staking or otherwise acquiring any right, title and interest in and to the Property, but excluding option payments;|
|(ii)||all costs of or related to the construction of the Mill or building, crushing, grinding, washing, concentrating and/or other treatment facility and/or any facilities ancillary thereto;|
|(iii)||all costs of or related to exploration or mining of the ore body or ore bodies situate on the Property;|
|(iv)||all costs of or related to the construction of storage and warehouse facilities, the construction or roads, the construction of employee facilities, including housing, whether same are located on or off the Property;|
|(v)||all costs of or related to the transportation facilities for moving ore or concentrates and/or any products derived therefrom;|
|(vi)||all costs of or related to financing arrangements for the Mining Operation, including standby charges and other fees;|
|(vii)||all costs incurred for or in relation to men engaged in work on, in or in relation to the Property and without limiting the generality of the foregoing, such costs shall include amounts expended in paying wages, salaries, fringe benefits, transportation and housing expenses;|
|(viii)||all amounts for taxes, fees, charges, payments or rental, including, without limitation, payments made in lieu of assessment work or otherwise paid or expended to acquire or to keep in good standing the Property; and|
|(ix)||an amount for general overhead of the Purchaser equal to:|
|(A)||5% of all payments made to keep the Property in good standing and all payments made with respect to the acquisition of the Property, including deposits, instalments of purchase moneys, option payments, rental payments or any other such payments; and|
|(B)||5% of all amounts paid during the period to third party contractors and/or consulting, including, without limitation, amounts paid for drilling, geophysical services and helicopter, aircraft, vehicle and equipment rentals; and|
|(C)||2% of all amounts expended during the period for fixed assets, excluding the Property, but including, without limitation, plant, equipment and materials, and|
|(D)||15% of all other amounts expended in doing work hereunder.|
The percentage overhead rates provided for in this paragraph (k) shall be amended if in practice such rates are found to be either excessive or insufficient.
|(l)||Property means the mineral claims described in Recital A to the Agreement.|
|(m)||Property Rights means all licenses, permits, easements, right-of-way, certificates and other approvals obtained by either of the parties either before or after the date of this Agreement and necessary for the development of the Property, or for the purpose of placing the Property into production or continuing production therefrom;|
|(n)||Working Capital means the amount by which the current assets of the Mining Operation exceed the current liabilities thereof, as determined in accordance with generally accepted accounting principles consistently applied. The total amount of Working Capital for any Mining Operation for the purpose of calculating the Net Profits thereof, shall be limited to an amount sufficient to operate the Mining Operation and to maintain markets in an efficient manner including, without limitation, maintaining adequate levels of inventories of raw materials, supplies, replacement parts, work in progress and finished goods, accounts receivable, prepared expenses and cash or short term securities, all at the discretion of the Purchase. The initial amount of Working Capital shall be deducted from Net Profits until deducted in full and thereafter increases or decreases in Working Capital will be deducted or added to Net Profits.|
NET PROFITS INTEREST
|(a)||No payment in respect to the Net Profits Interest will be paid by the Purchaser to the Vendors hereunder until the Purchaser has been first reimbursed or recouped for its own account out of the Net Profits from any Mining Operation on the Property, an amount in the aggregate equal to:|
|(i)||all moneys expended for Preproduction Expenditures with respect to such Mining Operation by the Purchaser;|
|(ii)||all moneys expended for Post Production Expenditures by the Purchaser with respect to such Mining Operation; and|
|(iii)||all moneys advanced or caused to be advanced by the Purchaser for Working Capital with respect to such Mining Operation;|
together, in each instance, with an amount equal to the actual interest paid by the Purchaser to borrow such moneys from any lender or lenders for the above purposes. Such reimbursement or recoupment shall be made from time to time as Net Profits are received by the Purchaser. In the event that the Purchaser elects not to borrow all or part of the moneys required to be expended by it for the purposes referred to above in this paragraph 2 (a), and uses its own moneys for such purposes, it is agreed that the Purchaser shall be entitled to receive interest on such of its own moneys at the prime bank rate of interest of the Bank of Montreal for Canadian dollar loans, plus one percentage point, such interest to accrue from the end of each calendar month in which such moneys were so expended by the Purchaser such interest in either case to be paid out of Net Profits from such Mining Operation prior to the payment of any Net profits Interest to the Vendors hereunder.
|(b)||For the first year in which aggregate Net Profits for that year and all prior years exceeds the aggregate of all amounts payable under paragraph 2 (a), the Vendors shall be paid as participants in Net Profits an amount equal to 15% of such excess, and for each year thereafter the Vendors shall be paid as participants in Net Profits an amount equal to 15% of Net Profits, if any, for that year.|
|(c)||Instalments in respect of the Net Profits Interest payable under Paragraph 2 (b) shall be paid by the Purchaser as follows:|
|(i)||within 30 days after the end of each calendar quarter in each year the Purchaser shall pay to the Vendors an amount equal to 25% of the estimated Net Profits Interest, if any, for the year; and|
|(ii)||on or before January 15 in each year the Purchaser shall pay to the Vendors the balance, if any, of the Net Profits Interest payable in respect of the year last completed.|
|(d)||After Commencement of Commercial Production, the Purchaser shall, within 30 days after the end of each calendar quarter, furnish to the Vendors quarterly unaudited statements respecting operations on the Property, together with a statement of Net Profits for the quarter last completed.|
|(e)||Forthwith after the end of each calendar year commencing with the year in which Commencement of Commercial Production occurs, the accounts of the Purchaser related to operations on the Property shall be audited by the auditors of the Purchaser and the statement of operations, which shall include the statement of Net Profits for the year last completed and, until an amount in respect of the Net Profits Interest first becomes payable hereunder a statement of Preproduction Expenditures, Post Production Expenditures and Working Capital advances, and aggregate Net Profits, shall be furnished to the Vendors not later than January 15 in each year. The Vendors shall have 45 days after receipt of such statements to question the accuracy thereof in writing and, failing such objection, the statements shall be deemed to be correct and unimpeachable thereafter.|
|(f)||If the audited financial statements furnished pursuant to Paragraph 2 (e) disclose any overpayment of Net Profits by the Purchaser during the year, the amount of the overpayment shall be debited against future instalments of Net Profits payable hereunder or shall, if requested by the Optionee, be refunded by the Vendors forthwith.|
|(g)||If the audited financial statements furnished pursuant to the Paragraph 2 (e) disclose any underpayment of Net Profits by the Purchaser during the year, the amount thereof shall be paid immediately to the Vendors.|
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER, PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Angelo Marino, certify that:
(1) I have reviewed this quarterly report on Form 10-K for the year ended December 31, 2015 of Earth Life Sciences Inc.;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in the report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
(5) I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
|Dated: March 10, 2020|
|/s/ Angelo Marino|
(Principal Executive Officer and Principal Financial and
OF THE PRINCIPAL EXECUTIVE OFFICER, PRINCIPAL FINANCIAL OFFICER
AND PRINCIPAL ACCOUNTING OFFICER
PURSUANT TO 18 U.S. C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report on Form 10-K of Earth Life Sciences Inc. (the Company) for the year ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Angelo Marino, Principal Executive Officer and Principal Financial and Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
|(1)||The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and|
|(2)||The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.|
|Dated: March 10, 2020|
|/s/ Angelo Marino|
Principal Executive Officer and Principal Financial and