EARTH LIFE SCIENCES INC (Form: 10-Q, Received: 06/02/2020 06:04:59)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2020

o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

For the transition period from __________ to __________

001-31444

(Commission File Number)

EARTH LIFE SCIENCES INC.

(Name of small business issuer in its charter)

NEVADA		98-0361119
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

Suite 880, 50 West Liberty Street, Reno, Nevada, 89501

(Address of principal executive offices) (Zip Code)

((514) 500-4111

Issuer’s telephone number

Former name, former address and former fiscal year, if changed since last report: N/A

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CLTS	OTC Markets

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes o No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o
Non-accelerated filer o		Smaller Reporting Company x
(Do not check if a smaller reporting company)		Emerging Growth Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

As of May 29, 2020, the registrant’s outstanding common stock consisted of 464,817,339 shares.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The interim financial statements included herein are unaudited but reflect, in management’s opinion, all adjustments, consisting only of normal recurring adjustments that are necessary for a fair presentation of our financial position and the results of our operations for the interim periods presented. Because of the nature of our business, the results of operations for the quarterly period and the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the full fiscal year.

Earth Life Sciences Inc.

Balance Sheets

As at

(unaudited

	Note	March 31, 2020			December 31, 2019
ASSETS
Current Assets
Cash		$	-		$	-

Acquisition of software technology			176,000			-
Property and equipment - net			-			-

Total assets		$	176,000		$	-

LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities		$	303,354		$	281,492
Amounts owing to related parties			23,572			23,572
Convertible debt			32,720			32,720
			359,646			337,784

SHAREHOLDERS’ EQUITY

Common shares, authorized 500,000,000 shares at par value $0.001, issued and outstanding as of March 31, 2020 – 464,817,339 and December 31, 2019 - 332,817,339 shares.			464,817			332,817
Additional paid in capital			16,321,969			14,490,469
Accumulated comprehensive income			131,859			131,859
Deficit			(17,102,291	)		(15,292,929	)

			(183,646	)		(337,784	)

Total liabilities and shareholders’ equity		$	176,000		$	-

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

Earth Life Sciences Inc.

Statement of Operations

(unaudited)

	Three months ended March 31, 2020			Three months ended March 31, 2019
Expenses
Consulting and subcontractors	$	-		$	5,613
Depreciation		-			123
Office and general		21,862			5,447
Stock-based compensation		1,787,500			-
		1,809,362			11,183

Net loss for the period		(1,809,362	)		(11,183	)

Total comprehensive income (loss)	$	(1,809,362	)	$	(11,183	)

Loss per share, basic and diluted	$	-		$	-

Weighted average number of shares outstanding		411,839,562			332,817,339

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

Earth Life Sciences Inc.

Statements of Cash Flows

(unaudited)

	Three months ended March 31, 2020			Three months ended March 31, 2019
Cash Flows from Operating Activities

Loss for the period	$	(1,809,362	)	$	(11,183	)
Items not affecting cash:
Depreciation		-			123
Stock-based compensation		1,787,500
		(21,862	)		(11,060	)
Changes in non-cash working capital:
Accounts payable and accrued liabilities		12,167			11,060

Net cash provided by (used in) operating activities		(9,695	)		-

Cash Flows from Financing Activities
Advances received from a shareholder		9,695			-

Net cash provided by financing activities		9,695			-

Cash Flows from Investing Activities

Net cash used in investing activities		-			-

Change in cash and cash equivalents		-			-
Cash and cash equivalents at beginning of period		-			-

Cash and cash equivalents at end of period	$	-		$	-

Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
Shares issued in trust	$	1,787,500		$	-
Shares issued for software technology	$	176,000		$	-
Shares returned to treasury and cancelled	$	-		$	-

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

Earth Life Sciences Inc.

Statements of Changes in Shareholders’ Equity

(unaudited)

	Share Capital
	Shares			Amount			Additional paid-in capital		Deficit			Cumulative other comprehensive income		Total
Balance, January 1, 2019		332,817,339		$	332,817		$	14,490,469	$	(15,239,151	)	$	131,859	$	(284,006	)

Loss for the period		-			-			-		(11,183	)		-		(11,183	)
Balance, March 31, 2019		332,817,339		$	332,817		$	14,490,469	$	(15,250,334	)	$	131,859		(295,189	)
													-		-
Balance, January 1, 2020		332,817,339			332,817			14,490,469		(15,292,929	)		131,859		(337,784	)

Share cancellation		(225,000,000	)		(225,000	)		225,000		-			-		-
Issued for software technology		32,000,000			32,000			144,000		-			-		176,000

Shares issued in trust		325,000,000			325,000			1,462,500		-			-		1,787,500

Loss for the period		-			-			-		(1,809,362	)		-		(1,809,362	)
Balance, March 31, 2020		464,817,339		$	464,817		$	16,321,969	$	(17,102,291	)	$	131,859	$	(183,646	)

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

EARTH LIFE SCIENCES INC.
(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2020

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Earth Life Sciences Inc. (the “Company”) was incorporated in the state of Nevada on November 2, 2001. Originally the corporate name was Altus Explorations, Inc. On June 2, 2014 the Company changed its name to Earth Life Sciences Inc.

On October 1, 2010, the Company entered into a Share Exchange Agreement (the “Agreement”) with UWD Unitas World Development Inc. (“UWD”), a privately held Canadian incorporated company. Pursuant to the Agreement, the Company issued 80,000,000 shares of common stock for the acquisition 100% of the issued shares of Canadian Tactical Training Academy Inc (“CTTA”). The Company operations consisted of the training of law enforcement, security, investigation and protection for officers and individuals. During the year ended December 31, 2015 the Company discontinued the operations of CTTA and returned the shares of CTTA.

On June 12, 2015, the Company, through an option agreement, issued 225,000,000 shares to Mr. Song Bo, to earn the mineral rights for the White Channel mineral claims located in British Columbia. . The Company embarked on mineral exploration programs until October 2017. As of December 31, 2017, the Company terminated exploration and development of the White Channel property. The Company never received any payments as contemplated in the option agreement. In 2020 the Company returned the 225,000,000 shares to the Company’s transfer agent for cancellation.

The Company has entered into the transportation software market (Note 3).

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern and the ability of the Company to emerge from the Development stage are dependent upon management’s successful efforts to raise additional equity financing to continue operations and generate sustainable significant revenues.

These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company will require significant additional financial resources and will be dependent on future financings to fund its ongoing operations as well as other working capital requirements. There is no guarantee that management will be able to raise adequate equity financings or generate profits from operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

Management of the Company has undertaken steps as part of a plan with the goal of sustaining Company operations for the next twelve months and beyond. These steps include: (a) continuing efforts to raise additional capital and/or other forms of financing; and (b) controlling overhead and expenses. Management is aware that material uncertainties exist, related to current economic conditions, which could cast a doubt about the Company’s ability to continue to finance its activities. It is to be expected that the Company may incur further losses in the Development of its business and there can be no assurance that any of these efforts will be successful.

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year-end is December 31.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates and assumptions. Significant areas requiring the use of management estimates relate to the determination of impairment of long-lived assets, expected tax rates for future income tax recoveries and determining the fair values of financial instruments.

Equipment

Equipment is recorded at cost. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets.

Impairment of Assets

The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value cost of the asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value.

Other Comprehensive Income

The Company reports and displays comprehensive income and its components in the financial statements. During the periods ended March 31, 2019 and 2018, the Company recorded unrealized foreign exchange gains of $nil and $nil respectfully.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting this standard, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

Basic and Diluted Loss per Share

Basic loss per share is computed using the weighted average number of common shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. For the years presented, diluted loss per share is equal to basic loss per share as the effect of the computations are anti-dilutive.

Financial Instruments

The Company’s balance sheet includes financial instruments, specifically accounts payable, accrued expenses, and payables to related parties. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2019. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

Revenue Recognition

The Company follows ASC 605, Revenue Recognition -The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company provides services to companies on a time and materials basis and recognizes revenues upon billing of time and materials at which all services have been completed and there is no warranty or returns on services.

Deferred Income Taxes and Valuation Analysis

The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of March 31, 2019 or December 31, 2018.

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 March 31, 2019 and 2018.

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 March 31, 2020 and 2019 totaled $1,787,500 and $nil, respectively.

NOTE 3 – SOFTWARE TECHNOLOGY

The Company entered into an agreement with the Software Group in January of 2020. The Company issued 32,000,000 restricted common shares to the four members of the Software Group as general consideration. The Company also issued 325,000,000 million common shares to an escrow agent. Pursuant to the terms of the agreement the escrow agent will transfer 125,000 million shares to the Software Group upon the Company receiving a working version of the software and necessary support documentation, after testing, acceptance, and license transfer of the software. Further transfer of 100 million shares held by the escrow agent will be based on gross sales of $1 million being reached in a consecutive twelve-month period within 3 years, and a further 100 million shares after gross sales of $5 million being reached in a consecutive twelve-month period within 5 years. All shares issued were restricted.

NOTE 4 – CONVERTIBLE NOTE PAYABLE

As at March 31, 2020, the Company had a convertible note payable totaling $32,720 (December 31, 2019 - $32,720). The convertible note was issued in 2011 and has no interest rate and no fixed terms of repayment. The Note is convertible into common shares at $0.001 per share. Currently, the note could be converted to 32,720,000 shares.

NOTE 5 – COMMON STOCK

As at March 31, 2020, the Company had 500,000,000 shares of $0.001 par value common shares authorized.

NOTE 6 – INCOME TAXES

The Company is subject to United States federal and state income taxes at an approximate rate of 35%. The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards, regardless of their time of expiry.

No provision for income taxes has been provided in these financial statements due to the net loss for the periods ended March 31, 2019 and 2018. The potential tax benefit of these losses may be limited due to certain change in ownership provisions under Section 382 of the Internal Revenue Code and similar state provisions.

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

RESULTS OF OPERATIONS

Three months ended March 31, 2020 and 2019

Our net loss for the three months ended March 31, 2020 was $1,809,362 as compared to a loss of $11,183 the three months ended March 31, 2019..

Office and general expenses consisted of news release expense of $1,520,filing and transfer agent fees of $11,995 and legal expense of $5,787 for the three months ended March 31, 2020. Consulting and subcontracting costs were incurred in the process of preparing a business plan and visiting and searching for operating sites for a proposed marijuana and hemp business for the three months ended March 31, 2019.

LIQUIDITY AND CAPITAL RESOURCES

If we are unsuccessful in obtaining financing and fail to achieve and sustain a profitable level of operations, we may be unable to fully implement our business plans or continue operations. Future financing through equity, debt or other sources could result in the dilution of Company equity, increase our liabilities, and/or restrict the future availability and use of cash resources. Additionally, there can be no assurance that adequate financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to execute our business plans, and will be required to scale back the pace and magnitude of our oil and gas prospects drilling and development initiatives. We also may not be able to meet our vendor and service provider obligations as they become due. In such event, we will be forced to cease our operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”). Based upon that evaluation, our Principal Executive Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2020, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.

Changes in Internal Control over Financial Reporting

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

The Company is not required by current SEC rules to include, and does not include, an auditor’s attestation report. The Company’s registered public accounting firm has not attested to Management’s reports on the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company has no known legal disputes at this time.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company has no senior securities outstanding.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

PART II – OTHER INFORMATION

ITEM 14. EXHIBITS

Exhibits required by Item 601 of Regulation S-B

(3)		ARTICLES OF INCORPORATION AND BYLAWS

3.1		Articles of Incorporation (incorporated by reference to our SB2 Registration Statement filed January 29, 2002).
3.2		Bylaws (incorporated by reference to our SB2 Registration Statement filed January 29, 2002).
3.3		Certificate of Forward Stock Split filed with Nevada Secretary of State on November 6, 2003. (incorporated by reference from our Annual Report on Form 10-KSB, filed on April 13, 2004)
3.4		Certificate of Change Pursuant to NRS 78.209 filed with the Nevada Secretary of State on February 2, 2004. (incorporated by reference from our Annual Report on Form 10-KSB, filed on April 13, 2004)
3.5		Certificate of Amendment (Name Change) filed with the Nevada Secretary of State on November 4, 2010.
3.6		Certificate of Amendment to increase the number of authorized shares from 250,000,000 to 450,000,000) filed with the Nevada Secretary of State on June 2, 2011.
3.7		Certificate of Amendment to increase the number of authorized shares from 450,000,000 to 500,000,000) filed with the Nevada Secretary of State on December 4, 2018.

(10)		MATERIAL CONTRACTS

10.1		Convertible Loan Agreement between Altus Explorations Inc. and CodeAmerica Investments, LLC dated March 8, 2007 (incorporated by reference from our Current Report on Form 8-K, filed on March 13, 2007).
10.2		Convertible Loan Agreement between Altus Explorations Inc. and Paragon Capital, LLC dated March 8, 2007 (incorporated by reference from our Current Report on Form 8-K, filed on March 13, 2007).
10.3		Convertible Loan Agreement between Altus Explorations Inc. and DLS Energy Associates, LLC dated March 8, 2007 (incorporated by reference from our Current Report on Form 8-K, filed on March 13, 2007).
10.4		2004 Stock Option Plan (incorporated by reference from our Registration Statement of Form S-8, filed on February 27, 2004)
10.5		Agreement between Earth Life Sciences Inc. and Bo Song pursuant to the acquisition of the White Channel mineral property dated May 16, 2015.
10.6		Software Development, Acquisition and License Agreement between Earth Life Sciences Inc., Cameron Morris, Oleksiy Mykhaylov, Oleksiy Ptashniy Barry Scharf and Shatter Tech Venture Holdings Inc. dated January 6, 2020.

(14)		CODE OF ETHICS

14.1		Code of Business Conduct and Ethics (incorporated by reference from our Annual Report on Form 10-KSB, filed on April 13, 2004)

(31)		Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934
(32)		Section 1350 Certification of the Principal Executive Officer and Principal Financial Officer

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 30, 2020.

EARTH LIFE SCIENCES INC.

By: /s/ Angelo Marino

Angelo Marino

President

In accordance with the requirements of the Exchange Act, this Form 10-Q for the period ended March 31, 2020 report has been signed by the following persons on behalf of the registrant and in the capacities indicated on the dates indicated.

Signature	Title	Date
By: /s/Angelo Marino	President	May 30, 2020

Exhibit 10.6

SOFTWARE DEVELOPMENT, ACQUISITION AND LICENSE
AGREEMENT

This Software Development, Acquisition and License Agreement (the “Agreement”) is effective January 6, 2020.

BETWEEN:	EARTH LIFE SCIENCES INC. a Company organized and existing under the laws of the state of Nevada, located at Suite 880, 50 West Liberty Street, Reno, Nevada, 89501; (hereinafter referred to as the “Customer”)

AND:	CAMERON MORRIS, a businessman located at 830 Stewart Drive 248 Sunnyvale CA 94085 USA;

AND:	OLEKSIY MYKHAYLOV, a businessman located at 422 Richards St, Suite 170 Vancouver, BC, V6B 2Z4;

AND:	OLEKSIY PTASHNIY, businessman located at Bogucianka str. 11, Krakow, 30398, Poland;

AND:	SHATTER TECH VENTURE HOLDINGS INC., a company located at 3rd Floor, Universal Re Building, 106 Paseo de Roxas Street, Legaspi Village, 1226 Makati City, Metro Manila, Philippines; (hereinafter collectively referred to as the “Developers”, each of which is a “Developer”)

WHEREAS:

The Developers are engaged in, and have considerable expertise in information technology consulting, software development, marketing, sales, licensing and support of certain software;

Customer has requested the Developers to custom develop for the Customer certain software which shall have the capabilities and functions described in Schedule “A” annexed hereto;

Developers are prepared to undertake such development under the terms and conditions specified in this Agreement; Developers are prepared to develop the marketing and merchandising policies and procedures, and standards of merchandising, products quality and services necessary in adherence thereto and in compliance therewith;

Customer is prepared to solely finance such software development pursuant to the terms and conditions specified in this Agreement;

IN CONSIDERATION of the premises and mutual covenants herein set forth and provided for, the parties covenant and agree as follows:

DEFINITIONS

The following words and terms shall have the following meanings when used herein and such definitions shall apply to both the singular and plural forms of any such words and terms:

“Acceptance Date” means the date on which Developed Products have been accepted by the Customer under this Agreement as provided for in Clause 4(E).

“Agreement” means this agreement including all schedules.

“Application program interface” or (“API”) is a set of routines, protocols, and tools for building software applications and the interaction thereof.

“Artificial Intelligence or (“Al”) refers to the use of computer technology to augment human intelligence and capabilities to handle increased data volumes, advanced algorithms, improvements in computing power, analysis of data, detection of possible trends, extraction of specific data and storage issues.

“Commencement Date” means the date of execution of this Agreement by the Parties.”

“Developed Products” are the Software, Software Updates and System Documentation.

“Development Company” is the new company incorporated in the state of Nevada, owned by the Customer and/or their nominees, to operate as the business center to develop, license, market and sell the Developed Products.

“End User” shall mean a customer, other than Development Company, who has licensed the Software from Development Company for internal business usage and not for further resale.

“End User Service Agreement” shall mean the Development Company’s then applicable End User Agreement, as may be modified by the Development Company from time to time.

“Escrow Agent” is a mutually agreed party to hold the shares issued by the Customer under paragraph 6(B).

“Party” or “Parties” means either Developers or Customer if used in the singular and both Developers and Customer if used in the plural.

“Project” refers to the Developed Products, Software, Sales Target 1, Sales Target 2, and System Documentation, in whole or any part thereof.

“Project Events” refers to:

Delivery and acceptance of Developed Software by the Developers to the Customer as per Clause 4 and Clause 5(C)(1) for the release of 125,000,000 million shares from escrow;

The achievement of Sales Target 1 for the release of 100,000,000 shares from escrow as per Clause 5(C)(2); and.

The achievement of Sales Target 2 for the release of 100,000,000 shares from escrow per Clause 5(C)(2).

“Sales Target 1” means gross sales of one million dollars for any consecutive twelve month period derived from the sale of Developed Products achieved within a time period of three years from Commencement Date.

“Sales Target 2” means gross sales of five million dollars for any consecutive twelve month period derived from the sale of Developed Products achieved within a time period of five years from Commencement Date.

“Software” are the software solutions developed by the Developers, or existing software solutions owned by the Developers and further developed, as contemplated according to Schedule “A”.

“Software Updates” means the object code form of the refinements, add-ons, apps, associated software creations, or new releases of the Software.

“System Documentation” means all documents, flowcharts, printout specifications, file specifications, test data, screen layouts, data dictionaries, report layouts and all manuals which collectively contain a complete description and definition of all operating conditions of the Software, together with the source code of the Software and all operating and technical reference manuals describing the operation and management of the Software.

PLAN OF DEVELOPMENT

On the Commencement Date, Developers will commence preparation of the Project. The Parties will convene meetings as required to adopt a plan of action for the advancement of the Developed Products. The following items are considered strategic and fundamental:

(1)

Assessment of existing software and modifications needed;

(2)

Additional software developments;

(3)

Assignment of personnel to carry out Project;

(4)

Separation of potential and readiness of Software;

(5)

Training requirements;

(6)

Budgetary requirements;

(7)

Progress measurement; and

(8)

Pre-sales efforts.

IMPLEMENTATION SCHEDULE

Developers and the Customer shall within 60 days of the Commencement Date agree upon a plan of development for the development and testing of the Developed Products, report to each other at meetings held at regular intervals as to the progress being made by each of them in relation to the plan of development, and the delays encountered and the action being taken to recover from such delays. In connection therewith the Customer and Developers shall each designate one trained and competent person to act as its liaison contact, with one alternate if desired. No liaison person shall be changed without the prior written consent of the other Party. Changes to the plan of development can be made at any time by mutual agreement.

The Developers shall fulfill the position of call center agent (inbound technical support) being the first line of contact for End Users with technical issues and providing hardware and software technical support.

DEVELOPMENT OF SOFTWARE

A working version of the Developed Products shall be made available to the Customer for approval, within 180 days of the Commencement Date. Upon delivery of the working version of the Developed Products to the Customer, the Customer shall have 21 days to approve the working version of the Developed Products, to reject that portion of the working version of the Developed Products which do not meet acceptable test criteria, or to reject the working version of the Developed Products as a whole, or to request specific clarifications, additions or modifications to the working version of the Developed Products. The Developers shall comply with any such requests within 30 days from receipt of notice thereof.

Following acceptance by the Customer of the plan of development, the Developers shall proceed with testing, volume testing and debugging of the Software all in accordance with the Implementation Schedule. In connection therewith, Developers shall provide the services of such personnel as may be necessary in order to efficiently complete the foregoing.

The working version of the Developed Products will be coded primarily in Java using such techniques, standards and conventions as have been developed by Developers.

The Customer shall be deemed to have accepted the working version of the Developed Products when:

The Customer failed to exercise any of the options provided for in Clause 4 (A) within 21 days from delivery of the working version of the Developed Products;

The Developers have successfully completed all testing of the working version of the Developed Products as contemplated and provided for in Clause 4(C); or

The Developers have fully complied with the Customer’s request (if any) for specific clarifications, additions or modifications as contemplated and provided for in Clause 4(A);

CONSIDERATION

Within 3 days from Commencement Date, the Customer will issue a total of 32,000,000 common shares from its treasury to be equally distributed among the Developers (“Initial Issued Shares”). The Customer will also issue a total of 325,000,000 common shares from its treasury to the Escrow Agent (“Subsequent Issued Shares”).

The Escrow Agent, pursuant to the Escrow Agreement, a copy of which is attached as Schedule “B” will deliver the Subsequent Issued Shares to the Developers upon written instructions from the Developers as to the allotment to each Developer, based on the following events (“Project Events”):

(1)

125,000,000 common shares on Acceptance Date;

(2)

100,000,000 common shares on attaining Sales Target 1; and

(3)

100,000,000 common shares on attaining Sales Target 2.

The Escrow Agent shall hold the shares issued by the Customer in trust, releasing such number of shares on a pro rata basis to the Developers as provided for in clause 5(B) until such time as the Project Events have been fully implemented and completed.

Initial Issued Shares and Subsequent Issued Shares shall be restricted and contain a legend as follows:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT). AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.”

Upon the transfer of the shares as contemplated in Clause 5(B)(1), the Developers shall cause the Developed Products to be the property of the Customer.

TERMINATION

If the Developers do not deliver the Developed Products to the Customer within the time periods set out in Clause 4(A) of this Agreement, or if the Customer rejects as a whole the Developed Products after its modification as contemplated in Clause 4(A) and no further modification has been agreed upon between the Parties, then the Customer may terminate this agreement on 10 days’ prior written notice to the Developers. As indicated in Clause 4 the Customer will accept a working version of the Developed Products, either expressly or impliedly.

If the Developed Products has not passed all acceptance tests under Clause 4(B) within the time period agreed upon by the Parties in the implementation plan, as a result of causes solely attributable to the Developers or to the functionality of the Software, then the Customer may by written notice to Developers either:

accept the Developed Products at its then state of development and level of performance; or

permit acceptance testing of the Developed Products to be continued for such period as the Customer may designate in the notice. During such period, Developers shall, at no cost to the Customer, correct the Developed Products, following which the Developed Products shall again be subjected to the applicable acceptance tests as contemplated and provided for in Clause 4(B).

If acceptance testing cannot be completed successfully within the period set forth in the Customer’s written notice, then the Customer may again choose to avail itself of (a) and (b) of this clause, or to terminate this agreement in writing.

If this Agreement is terminated, any of the Subsequent Issued Shares not distributed to the Developers, are to be cancelled and returned by the Escrow Agent to the Customer. The Customer shall likewise return the Developed Products, including its updates or modifications, to the Developers.

SOFTWARE LICENSE

Upon transfer of ownership of the Developed Products to the Customer as provided for in Clause 5(E), the Customer shall grant an exclusive and non-transferable license to Development Company to use, demonstrate, market, offer the Developed Products.

This license authorizes the Development Company to use the Developed Products in the normal course of Development Company’s business operations and, for its own internal utilization:

to copy the Software and System Documentation in support of the use of the Developed Products as authorized under this Agreement; and

to modify or alter the Developed Products and to merge it into other systems or software as necessary to maximize its use and to adjust for changing business conditions, and

Development Company agrees that it may not use the Developed Products to perform service bureau or timeshare functions, and that Development Company may not sublicense the Developed Products.

Development Company and Customer shall not authorize or permit any third party to:

undertake, authorize or allow any activity that conflicts with or is contrary to the End User Service Agreement or violates the Developer’s intellectual property rights;

use, market or resell the Developed Products in any manner, except as expressly provided for and authorized herein, including but not limited to the following:

(i)

copy, alter or in any way modify or create derivative works of the Developed Products;

(ii)

translate, decompile, disassemble, reverse compile, reverse engineer, interrogate, or decode the object code version of the Developed Products or in any other manner attempt to discover the underlying source code or algorithms or otherwise reduce the object code version of the Developed Products;

(iii)

bypass or delete any copy protection methods that are intended to prevent unauthorized copying or use of the Developed Products;

(iv)

permit any party to use or access the Developed Products without agreeing to an End User Service Agreement;

(v)

misrepresent the source of ownership of the Developed Products, or remove, alter, cover or obfuscate any proprietary rights notices, such as patent, copyright or confidentiality notices, on or in any Developed Products or other Developer materials or copies thereof; or

(vi)

make any representations or warranties regarding the functionality or performance of the Developed Products that are different from or in addition to those set forth in the System Documentation or an End User Service Agreement.

PROPRIETARY AND TRADE SECRET INFORMATION

Customer acknowledges and agrees to protect the confidential nature of the Developed Products and any other material provided to Customer or obtained by Customer as a result of this Agreement.

Customer acknowledges that, prior to the transfer of ownership under Clause 5(E), the Developed Products remain the exclusive property of the Developers and that they contain proprietary and confidential information and trade secrets of Developers. Customer agrees that its rights to use the Developed Products are only as set out in this Agreement.

Customer agrees to keep any Developed Products details in a secure manner and location.

In the event that Customer breaches any of the foregoing provisions, Customer agrees to indemnify and hold Developers harmless from all costs, losses or damages suffered or incurred by Developers as a result of such breach.

ADMINISTRATION AND BUDGETS

Customer shall solely finance the Project based on a budget duly approved by the Parties.

Separate books of accounts shall be kept for the Customer and Development Company of its transactions. Reasonable access to such books of accounts is hereby granted to Customer and the Developers as the case may be.

Periodic audits may be made upon said books at such time as required by the Customer or the Developers, as the case may be, for regulatory purposes. The choice of an auditing firm can be mutually agreed to by the Parties, but in any case, the auditor must meet the requirements of the Securities Exchange Commission.

In addition, as required by Customer for regulatory purposes, and/or if desired by Customer, internal control procedures may be instituted by the Customer. It is necessary that the Development Company be aware of and compliant with the need to report on internal controls.

The Customer and the Developers shall hold regular meetings to decide on planning, progress and budgeting in respect of the Development Company.

10.

SOFTWARE SUPPORT

Developers agrees to provide to the Customer ongoing support of the Developed Products during the term of this Agreement and the License granted by the Customer to the Development Company pursuant to this agreement.

Support for the Developed Products includes:

ongoing correction of programming errors, conformity of the System Documentation, and if required, timely ongoing correction of the System Documentation.

such other maintenance and support services as the Customer may reasonably require.

In consideration of the provision of support services by Developers as aforesaid, the Customer agrees to pay to Developers an annual support service fee according to the annual budgets agreed upon the between the Developers and the Customer.

11.

WARRANTIES, EXCLUSIONS AND LIMITATIONS

Warranties of Developers - Developers warrants to Customer as follows:

Compliance with System Documentation - The Developed Products will operate and perform in accordance with the System Documentation.

Limited Product Warranty - The Developers warrant that for a period of one year from the Acceptance Date, the Developed Products will be substantially free of programming errors, logic errors and other defects in workmanship. If any such defect occurs within the warranty period, Developers will promptly correct such defect without cost or expense to the Customer. The Developers shall have no obligation to undertake correction of errors caused by the Customer’s modifications to the Developed Products, or in a manner contrary to instructions in the System Documentation. This warranty does not apply to damage resulting from misuse, abuse or neglect by the Customer.

12.

CONFIDENTIALITY

Definition:

“Confidential Material of Customer” means:

any information of a proprietary or confidential nature, including but not limited to financial and business information relating to Customer which is communicated to Developers at any time;

ii)

any business systems, methodologies or computer programs of Customer of which Developers may acquire knowledge in connection with or while performing its obligations under this Agreement, and

iii)

any other information or data received by Developers from Customer that is identified as proprietary or confidential.

“Confidential Material of Developers” means the Developed Products, and the System Documentation.

Confidentiality Obligations

Customer acknowledges that the Confidential Material of Developers is confidential and constitutes a valuable asset of Developers. Developers acknowledge that the Confidential Material of Customer is confidential and constitutes a valuable asset of Customer. Unless otherwise provided under this Agreement, Customer and Developers shall:

treat the Confidential Material of the other as confidential;

exercise at least the same degree of care and discretion with respect to the Confidential Material of the other as it exercises in protecting its own Confidential Material;

take all necessary steps including but not limited to instruction of employees and agents of Developers, Customer to ensure that the confidentiality of the Confidential Material of the other is maintained;

not disclose, publish, display or otherwise make available to other persons any of the Confidential Material of the other, or copies thereof; and

except to the extent authorized under this Agreement in respect of the Developed Products, not duplicate, copy or reproduce any of the Confidential Material of the other without the prior written consent of the other.

This clause does not apply to:

information that is in the public domain or enters the public domain through no breach of confidence by Customer or by Developers;

information that is available to one Party from some source other than the other Party without a breach of confidence with the other Party;

general computer technology, ideas, concepts or tools; if or becomes a part of the public domain through no act or omission of the other Party, or

was in the other Party’s lawful possession prior to the disclosure and had not been obtained by the other Party either directly or indirectly from the disclosing Party; or

is lawfully disclosed to the other party by a third party without restriction on disclosure;

information which has been provided in the first instance to someone other than Customer or Developers or their respective employees; information disclosed two years after the date of this Agreement, and

any disclosure as may be required to be made by a court of competent jurisdiction.

13.

COPYRIGHTS, TRADE-MARK NOTICES, LEGENDS AND LOGOS

Developers will defend the Customer against a claim that Developed Product used as authorized under this Agreement infringes any patent, copyright or other proprietary right. Developers will indemnify the Customer against all costs, damages and legal fees finally awarded, on the condition that:

the Customer promptly notified Developers in writing of the claim, and

Developers have sole control of the defense and all related settlement negotiations. However, if those costs and damages exceed the limitation of liability set forth in clause 12, the Customer may elect to defend against the claim on the condition that Developers may fully participate in the defense and in any settlement negotiations.

If the Developed Product becomes, or in Developers’ opinion is likely to become, the subject of a claim or infringement, Developers shall, at its option and expense, either procure for the Customer the right to continue using the Developed Product or replace or modify the Developed Product so that it becomes non-infringing. If neither of the foregoing alternatives is reasonably available, the Customer agrees, on one month’s written notice from Developers, to return the original copy and all other copies of the Developed Product to Developers.

14.

RELEVANT GOVERNING LAW

This Agreement shall be construed, and its interpretation shall be governed exclusively, in all respects, by the laws of the State of Nevada.

15.

GOOD FAITH

Each of the Parties acknowledge to one another that each respectively intends to perform its obligations as specified in this Agreement and to proceed in good faith to the successful conclusion of the project.

16.

TO ACT REASONABLY

The parties agree to act reasonably in exercising any discretion, judgment, approval, or extension of time which may be required to affect the purpose and intent of this Agreement.

17.

NOTICES

Unless otherwise provided in this Agreement, any notice under this Agreement shall be in writing and shall be sufficiently given if delivered personally or mailed by prepaid registered post or emailed to Customer or Developers at their respective addresses set forth below or at such other current address as is specified by notice. During a period of actual or threatened postal disruption or dispute in the country in which the notice is to be mailed or received, any such notice may not be mailed, but must be delivered personally. If notice is given by prepaid post in accordance with this section, it shall be deemed to have been received on the third Business Day following the day of mailing.

To Developers:

Cameron Morris

Email: morrisfc@live.com

To Customer:

Angelo Marino, CEO

Email: info@earthlifesciences.net

18.

NON-ASSIGNMENT

This Agreement is personal to Customer, and Customer may not assign, sublicense or transfer any of its rights or obligations under this Agreement without the prior written consent of Developers.

19.

SEVERABILITY

If any provision of this Agreement is held invalid under an applicable statute or rule of law, such invalidity shall not affect other provisions of this Agreement, which can be given effect without the invalid provisions, and to this end the provisions of this Agreement are declared to be severable. Notwithstanding the above, such invalid provision shall be construed, to the extent possible, in accordance with the original intent of the Parties.

20.

NON-WAIVER

Failure by either Party to enforce any term of this Agreement shall not be deemed a waiver of enforcement of that term or any other term.

21.

SUCCESSORS AND ASSIGNS

This Agreement shall ensure to the benefit of and be binding upon the Parties and their respective permitted successors and assigns.

22.

CURRENCY OF CONTRACT

All payments and amounts referred to in this Agreement shall be in United States currency.

23.

CONFLICTS AND GOVERNING LAW

If any of the provisions of this Agreement are invalid under any applicable statute or rule of United States Law, they are, to that extent, deemed omitted. This Agreement shall be governed by the United States Law of the State of Nevada and shall be read with all changes in gender and number as may be required by the context.

IN WITNESS WHEREOF, each party to this agreement has caused it to be executed on the date indicated above.

CUSTOMER:

Earth Life Sciences Inc.


ANGELO MARINO, CEO


DEVELOPERS:


CAMERON MORRIS


OLEKSlY MYKHAYLOV


OLEKSIY PTASHNIY


By: ARNOLD C. MORALEJO
President and CEO
SHATTER TECH VENTURE HOLDINGS INC.

SCHEDULE “A”

Al-driven “mileage based” loyalty system for public transportation. The purpose of Al is to identify what loyalty rewards should be given to whom and when to entice maximum-efficiency usage of public transportation. The term “maximum efficiency” is a strategy that will be defined or customized by Customer - for example this could be return on investment (ROI), increase of ridership, decongestion analysis, management of congestion and analysis of usage patterns. The objective is to build a turn-key system that can be deployed to Customer. The degree of integration via API and the amount of implementation by the Customer will vary.

Schedule B

Escrow Agreement

THIS AGREEMENT is dated for reference January 6, 2020

BETWEEN:	BARRY SCHARF, a businessman located at 102 W Service Road, Champlain, NY, 12919

	(the “Escrow Agent”);

AND:	EARTH LIFE SCIENCES INC. a Company organized and existing under the laws of the state of Nevada, located at Suite 880, 50 West Liberty Street, Reno, Nevada, 89501; (the “Issuer”);

AND:	CAMERON MORRIS, a businessman located at 830 Stewart Drive 248 Sunnyvale CA 94085 USA;

AND:	OLEKSIY MYKHAYLOV, a businessman located at 422 Richards St, Suite 170 Vancouver, BC, V6B 2Z4;

AND:	OLEKSIY PTASHNIY, businessman located at Bogucianka str. 11, Krakow, 30-398, Poland;

AND:	SHATTER TECH VENTURE HOLDINGS INC., a company located at 3rd Floor, Universal Re Building, 106 Paseo de Roxas Street, Legaspi Village, 1226 Makati City, Metro Manila, Philippines;

	(collectively referred to as the “Shareholders”, each of which is a “Shareholder”)

WHEREAS the Shareholders have acquired or are about to acquire shares of the Issuer;

AND WHEREAS the Escrow Agent has agreed to act as escrow agent in respect of the shares upon the acquisition of the shares by the Shareholders;

AND WHEREAS, the Issuer, pursuant to a Software Development, Acquisition and License Agreement dated November ***, 2019 (“Software Agreement”), has agreed to issue 325,000,000 shares (“Escrow Shares”) to the Shareholders as consideration in Clause 4(C) of the Software Agreement in relation to receipt of Project Events;

AND WHEREAS, the Issuer and the Shareholders desire that the Escrow Agent accept the Shares, in escrow, to be held and disbursed as hereinafter provided;

AND WHEREAS this Agreement is Schedule B of the Software Agreement;

NOW THEREFORE in consideration of the covenants contained in this agreement and other good and valuable consideration (the receipt and sufficiency of which is acknowledged), the Parties agree as follows:

IT IS AGREED:

1. Appointment of Escrow Agent. The Issuer and the Shareholders hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Escrow Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.

2. Deposit of Shares. On or before seven days after the Commencement Date (date of execution of the Software Agreement), the Issuer has delivered to the Escrow Agent certificates (and applicable stock powers, if requested by the Escrow Agent) representing the Escrow Shares, to be held and disbursed subject to the terms and conditions of this Agreement. The Issuer acknowledges that the certificates representing such Shares are legended.

3. Disbursement of the Escrow Shares. The Software Agreement states that the Escrow Shares are distributed to the Shareholders and/or their nominees on the basis of Project Events being achieved. The Project Events refer to:

Delivery and acceptance of Developed Products by the Shareholders to the Issuer, Software Agreement, Clause 5(B)(1) for the release of 125,000,000 million shares from escrow;

The achievement of gross sales in the Issuer of “Sales Target 1” meaning gross sales of one million dollars for any consecutive twelve month period derived from the sale of Developed Products achieved within a time period of three years from Commencement Date, for the release of 100,000,000 shares from escrow.

The achievement of gross sales in the Issuer of “Sales Target 2” means gross sales of five million dollars for any consecutive twelve month period derived from the sale of Developed Products achieved within a time period of five years from Commencement Date, for the release of 100,000,000 shares from escrow.

The Issuer shall issue written confirmation of the Project Events being attained and the Shareholders shall give written instructions to the Escrow Agent to release the shares from escrow which shall then be equally allocated to each Shareholder.

The issuer and the Shareholders pursuant to the Software Agreement shall acknowledge to the Escrow Agent in the case of any termination in which case the Escrow Shares or the balance thereof are returned to treasury.

The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.

4. Rights of Initial Shareholder in Escrow Shares.

4.1 Voting Rights as a Shareholder. The Shareholders will have voting rights as a shareholder of the Issuer on such portion of the Escrow Shares that have been disbursed or released to the Shareholders pursuant to this Agreement (the “Disbursed Escrow Shares”). The voting rights for the balance of the Escrow Shares that have not yet been disbursed or released from escrow (the “Remaining Escrow Shares”) shall belong to the Issuer as long as such Remaining Escrow Shares exist pursuant to this Agreement.

4.2 Dividends and Other Distributions in Respect of the Escrow Shares. All dividends payable in cash shall be paid to the Shareholders with respect to the Disbursed Escrow Shares, and to the Issuer with respect to the Remaining Escrow Shares. All dividends payable in shares or other non-cash property shall be delivered to the Escrow Agent and shall form part of the Escrow Shares to be disbursed and equally allocated to the Shareholders together with the release of the 100,000,000 Escrow Shares under Section 3 (c) of this Agreement.

4.3 Restrictions on Transfer. During the Escrow Period, the only permitted transfers, assignments or sales of the Escrow Shares will be (i) to Shareholder’s affiliates, (ii) to an entity’s members upon its liquidation, (iii) to relatives and trusts for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, provided, however, that in each case such permissive transfers may be implemented only upon the respective transferee’s written agreement to be bound by the terms and conditions of this Agreement signed by the holder transferring the shares.

5. Concerning the Escrow Agent.

5.1 Good Faith Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination, or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.

5.2 Indemnification. Subject to Section 5.8 below, the Escrow Agent shall be indemnified and held harmless by the Issuer from and against any expenses, including reasonable counsel fees and disbursements, or losses suffered by the Escrow Agent in connection with any action, suit, or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than expenses or losses arising from the gross negligence or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate court or it may retain the Escrow Shares pending receipt of a final, non-appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow Shares are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.

5.3 Compensation. Subject to Section 5.8 below, the Escrow Agent shall be entitled to reasonable compensation from the Issuer for all services rendered by it hereunder. Subject to Section 5.8 below, the Escrow Agent shall also be entitled to reimbursement from the Issuer for all reasonable expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’, and agents’ fees and disbursements, and all taxes or other governmental charges.

5.4 Further Assurances. From time to time on and after the date hereof, the issuer and the Shareholders shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.

5.5 Resignation. The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by it giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time that the Escrow Agent shall turn over to a successor escrow agent appointed by the Issuer and approved by the Shareholders, which approval will not be unreasonably withheld, conditioned or delayed, the Escrow Shares held hereunder. If no new escrow agent is so appointed within the sixty (60) day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Shares with any court it reasonably deems appropriate in the State of Nevada.

5.6 Discharge of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing at any time by the other parties hereto, jointly, provided, however, that such resignation shall become effective only upon acceptance of appointment by a successor escrow agent as provided in Section 5.5.

5.7 Liability. Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence, fraud or willful misconduct.

6. Miscellaneous.

6.1 Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of Nevada, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Each of the parties hereby agrees that any action, proceeding, or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of Nevada, and irrevocably submits to such personal jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

6.2 Agreements. In the case that this Agreement and the Software Agreement may appear to differ, the terms of the Software Agreement shall prevail.

6.3 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors and assigns.

6.4 Notices. Unless otherwise provided in this Agreement, any notice under this Agreement shall be in writing and shall be sufficiently given if delivered personally or mailed by prepaid registered post or emailed to issuer or Escrow Agent or Shareholders at their respective addresses set forth below or at such other current address as is specified by notice.

To the Shareholders:

Cameron Morris

Email: morrisfc@live.com

To the Issuer:

Angelo Marino, CEO

Email: info@earthlifesciences.net

To the Escrow Agent:

Barry Scharf

Email; info@earthlifesciences.net

The parties may change the persons and addresses to which the notices or other communications are to be by consent by giving written notice to any such change in the manner provided herein for giving notice.

6.5 Counterparts. This Agreement may be executed in several counterparts, each one of which shall constitute an original and may be delivered by facsimile transmission and together shall constitute one instrument.

CUSTOMER:

Earth Life Sciences Inc.


ANGELO MARINO, CEO

DEVELOPERS:


CAMERON MORRIS


OLEKSIY MYKHAYLOV


OLEKSIY PTASHNIY


By: ARNOLD C. MORALEJO
President and CEO
SHATTER TECH VENTURE HOLDINGS INC.

ESCROW AGENT:


BARRY SCHARF

SCHEDULE A TO ESCROW AGREEMENT

NAME OF SHAREHOLDER		NUMBER OF SHARES HELD IN ESCROW
CAMERON MORRIS		81,250,000
OLEKSIY MYKHAYLOV		81,250,000
OLEKSIY PTASHNIY		81,250,000
SHATTER TECH VENTURE HOLDINGS INC.		81,250,000

Exhibit 31.1

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-Q for the quarterly period ended March 31, 2020 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.

	Dated: May 30, 2020

	/s/ Angelo Marino
	Angelo Marino

	(Principal Executive Officer and Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION 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 quarterly report on Form 10-Q of Earth Life Sciences Inc. (the “Company”) for the quarterly period ended March 31, 2020 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: May 30, 2020

	/s/ Angelo Marino
	Angelo Marino

	Principal Executive Officer and Principal Financial and Accounting Officer