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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

~~THE~~For ~~SECURITIES~~the ~~EXCHANGE~~quarterly ~~ACT~~period OFended ~~1934~~February 28, 2022

~~FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2021~~Or

or¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨ 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 ~~333~~ 000-~~190788~~55464

LIFE ON EARTH, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	~~46-2552550~~	46-2552550
(State or Other Jurisdiction of Incorporation or Organization)	~~(I.R.S. Employer Identification No.)~~	(IRS Employer Identification No.)
1345 6th Ave. 2nd Floor, New York, NY		10015
(Address of Principal Executive Offices)		(Zip Code)

1345 6th Ave. 2nd Floor, New York, NY		10105
(Address of Principal Executive Offices)		(Zip Code)

(646) 884-9897

(Registrant’s telephone number, including ~~area~~ ~~code:~~area ~~(646~~code) ~~844-9897~~

Securities registered pursuant to Section 12(b) of the Act: ~~none~~

Title of each class Trading Symbol Name of each exchange on which registered ~~NONE~~None N/A N/A

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 x No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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:

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated Filer ¨ Smaller reporting company x Emerging growth company ¨x

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 news or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of outstanding shares of the registrant’s common stock was 62 71,~~483~~822,~~802~~753 as of ~~January~~March 1431, ~~2021~~2022.

Life On Earth, Inc.

Form 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		Page
Item 1.	Unaudited Financial Statements
	Condensed Consolidated Balance Sheets	3
	Condensed Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Statements of Operations	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficiency)	5
	Condensed Statements of Changes in Stockholders’ Equity (Deficiency)	5
	Condensed Consolidated Statements of Cash flows	7
	Condensed Statements of Cash flows	8
	Notes to Unaudited Condensed Consolidated Financial Statements	8
	Notes to Unaudited Condensed Financial Statements	9
Item 2.	Management’s Discussions and Analysis of Financial Condition and Results of Operations	3625
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4430
Item 4.	Controls and Procedures	4430
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	4531
Item 1a.	Risk Factors	4631
Item 2.	Unregistered sales of Equity Securities and Use of Proceeds	4631
Item 3.	Defaults Upon Senior Securities	4631
Item 4.	Mining Safety Disclosure	4631
Item 5.	Other Information	4632
Item 6.	Exhibits	4732
SIGNATURES		4833

2 PART I – FINANCIAL INFORMATION

Life On Earth, Inc. Condensed Balance Sheets

Condensed Consolidated Balance Sheets

	February 28,			May 31,
	2022			2021
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	17,877		$	—
Other current receivable		3,389			70,000
Current assets of discontinued operations		—			43,656
Total current assets		21,266			113,656

Other Assets
Investment in CareClix		2,500
Note receivable		250,000
Other assets of discontinued operations		—			5,105,687
Total Assets	$	273,766		$	5,219,343

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts payable and accrued expenses	$	603,020		$	2,043,793
Accrued dividends payable on preferred shares		92,500			9,750
Accrued interest of related party debt		9,020			9,422
Accrued contingent liability for the purchase cost of the SA acquisition		—			5,044,127
Contingent liability		—			415,227
Derivative liability		—			110,588
Notes payable - related party, net of unamortized deferred financing costs of $25,482 and $0 as of February 28, 2022 and May 31, 2021, respectively		184,463			49,069
Notes payable		30,000			30,000
Convertible notes payable, net of unamortized deferred financing costs of $10,262 and $29,633 as of February 28, 2022 and May 31, 2021, respectively		665,418			1,932,964
Lines of credit		6,602			15,334
Current liabilities of discontinued operations		—			220,860
Total current liabilities		1,591,023			9,881,134

Total Liabilities		1,591,023			9,881,134

Commitments and contingencies

Stockholders' Deficiency
Preferred stock, $0.001 par value; 10,000,000 shares authorized,
Series A Preferred Stock, 3,700,000 and 1,200,000 shares issued and outstanding as of February 28, 2022 and May 31, 2021, respectively		3,700			1,200
Series B Preferred Stock, 100,000 and 100,000 shares issued and outstanding as of February 28, 2022 and May 31, 2021, respectively		100			100
Series C Preferred Stock, 2,613,375 and 290,000 shares issued and outstanding as of Februar 28, 2022 and May 31, 2021, respectively		2,614			290
Series D Preferred Stock, 16,236 and 210,000 shares issued and outstanding as of February 28, 2022 and May 31, 2021, respectively		16			210
Common stock, $0.001 par value; 200,000,000 shares authorized, 71,822,753 and 29,548,676 shares issued and outstanding as of February 28, 2022 and May 31, 2021, respectively		71,823			29,549
Additional paid-in capital		21,173,764			13,942,216
Accumulated deficit		(22,569,274	)		(18,635,356	)
Total Stockholders' Deficiency		(1,317,257	)		(4,661,791	)

Total Liabilities and Stockholders' Deficiency	$	273,766		$	5,219,343

The accompanying notes are an integral part of these condensed financial statements.

	November 30,			May 31,
	2021			2021
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	42,369		$	34,629
Accounts receivable, net of allowance for doubtful accounts of $7,556 and $41,900 as of November 30, 2021 and May 31, 2021, respectively		31,033			5,802
Prepaid expenses		1,679			3,226
Other receivables		—			70,000
Total current assets		75,081			113,657
Other Assets
Furniture and fixtures, net of accumulated depreciation of $20,345 as of November 30, 2021 and May 31, 2021, respectively		3,532			3,687
Intellectual property - Software development, net of accumulated amortization of $709,740 and $177,903 as of November 30, 2021 and May 31, 2021, respectively		4,660,925			5,102,000
Total Assets	$	4,739,538		$	5,219,344
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts payable and accrued expenses	$	2,302,664		$	2,163,858
Accrued contingent liability for the purchase cost of the SA acquisition		2,314,127			5,044,127
Contingent liability		—			415,227
Derivative liability		—			110,588
Notes payable - related party, net of unamortized deferred financing costs of $35,443 and $0 as of November 30, 2021 and May 31, 2021, respectively		87,790			58,491
Notes payable		142,404			118,031
Convertible notes payable, net of unamortized deferred financing costs of $18,600 and $29,633 as of November 30, 2021 and May 31, 2021, respectively		611,750			1,932,964
Lines of credit		33,494			37,849
Total current liabilities		5,492,229			9,881,135
Total Liabilities		5,492,229			9,881,135
Commitments and contingencies
Stockholders' Deficiency
Preferred stock, $0.001 par value; 10,000,000 shares authorized,
Series A Preferred Stock, 1,300,000 and 1,200,000 shares issued and outstanding as of November 30, 2021 and May 31, 2021, respectively		1,300			1,200
Series B Preferred Stock, 100,000 and 100,000 shares issued and outstanding as of November 30, 2021 and May 31, 2021, respectively		100			100
Series C Preferred Stock, 1,135,224 and 290,000 shares issued and outstanding as of November 30, 2021 and May 31, 2021, respectively		1,135			290
Series D Preferred Stock, 210,000 and 210,000 shares issued and outstanding as of November 30, 2021 and May 31, 2021, respectively		210			210
Common stock, $0.001 par value; 200,000,000 shares authorized, 62,483,802 and 29,548,676 shares issued and outstanding as of November 30, 2021 and May 31, 2021, respectively		62,484			29,549
Additional paid-in capital		18,877,501			13,942,216
Accumulated deficit		(19,695,421	)		(18,635,356	)
Total Stockholders' Deficiency		(752,691	)		(4,661,791	)
Total Liabilities and Stockholders' Deficiency	$	4,739,538		$	5,219,344
The accompanying notes are an integral part of these condensed consolidated financial statements.

Life On Earth, Inc. Condensed Consolidated Statements of Operations (Unaudited)

Unaudited Condensed Consolidated Statements of Operations


	For the three months ended February 28,						For the nine months ended February 28,
	2022			2021			2022			2021

Sales, net	$	—		$	—		$	—		$	—
Cost of goods sold		—			—			—			—
Gross profit		—			—			—			—

Expenses:
Professional fees		99,415			53,421			338,363			233,165
Officers compensation		1,318,554			—			1,551,054			—
Salaries and benefits		—			—			—			16,935
Other selling, general and administrative		(9,698	)		10,174			27,301			61,123
Total expenses		1,408,271			63,595			1,916,718			311,223

Loss from operations		(1,408,271	)		(63,595	)		(1,916,718	)		(311,223	)

Other income and (expenses):
Change in fair value of contingent consideration		—			(103,091	)		352,227			(163,227	)
Change in fair value of derivative liability		—			66,402			110,588			10,197
Interest and financing costs		(74,209	)		(69,821	)		(400,150	)		(423,053	)

Loss from continuing operations		(1,482,480	)		(170,105	)		(1,854,053	)		(887,306	)
Loss on discontinued operations		(282,599	)		—			(971,091	)		—
Loss on sale of subsidiary		(1,135,279	)		—			(1,135,279	)		—
Gain on disposal of subsidiaries		26,505			—			26,505			—

Net loss	$	(2,873,853	)	$	(170,105	)	$	(3,933,918	)	$	(887,306	)

Basic and diluted loss per share from continuing operations	$	(0.02	)	$	(0.01	)	$	(0.03	)	$	(0.04	)

Basic and diluted loss per share on discontinued operations	$	(0.02	)	$	—		$	(0.04	)	$	—

Basic and diluted weighted average number
of shares outstanding		62,320,101			20,728,833			53,867,944			19,994,255

The accompanying notes are an integral part of these condensed financial statements.

(Unaudited)

	For the three months ended November 30						For the six months ended November 30
	2021			2020			2021			2020
Sales, net	$	55,776		$	—		$	81,385		$	25,000
Cost of goods sold		1,050			—			1,050			25,335
Gross profit		54,726			—			80,335			(335	)
Expenses:
Professional fees		157,040			87,531			277,057			179,744
Officers compensation		146,250						232,500			—
Officers compensation					(139,300	)
Salaries and benefits		65,199			(12,922	)		133,754			16,935
Other selling, general and administrative		59,592			29,926			98,470			50,615
Amortization		267,061			—			531,837			—
Total expenses		695,142			(34,765	)		1,273,618			247,294
Loss from operations		(640,416	)		34,765			(1,193,283	)		(247,629	)
Other income and (expenses):
Change in fair value of contingent consideration		—			(60,136	)		352,227			(60,136	)
Change in fair value of derivative liability		—			(56,205	)		110,588			(56,205	)
Interest and financing costs		(171,034	)		(263,009	)		(329,597	)		(353,232	)
Net loss		(811,450	)		(344,585	)		(1,060,065	)		(717,202	)
Basic and diluted loss per share from continuing operations	$	(0.01	)	$	(0.02	)	$	(0.03	)	$	(0.04	)
Basic and diluted weighted average number
Basic and diluted weighted average number of shares outstanding		55,871,144			20,728,833			39,669,805			19,670,179
The accompanying notes are an integral part of these condensed consolidated financial statements.

Life On Earth, Inc. Condensed ~~Consolidated~~ Statements of Stockholders' Deficiency For the ~~six~~nine months ended ~~November~~February 3028, ~~2021~~2022 (Unaudited)

	Series A Preferred				Series B Preferred				Series C Preferred						Series D Preferred						Common Stock						Additional			Accumulated			Total Stockholders
	Shares		Amount		Shares		Amount		Shares			Amount			Shares			Amount			Shares			Amount			Paid in capital			Deficit			Deficiency
Balance - June 1, 2021		1,200,000	$	1,200		100,000	$	100		290,000		$	290			210,000		$	210			29,548,676		$	29,549		$	13,942,216		$	(18,635,356	)	$	(4,661,791	)
Balance, June 1, 2021		1,200,000	$	1,200		100,000	$	100		290,000		$	290			210,000		$	210			29,548,676		$	29,549		$	13,942,216		$	(18,635,356	)	$	(4,661,791	)
Issuance of Series A preferred shares as officer compensation		100,000	100																								(100)						-
Issuance of Series A Preferred shares for CareClix Acquisition		2,500,000		2,500																														2,500
Sale of Series C preferred shares		-		-		-		-		~~158~~138,500			~~159~~139			-			-									158,341						158,~~500~~480
Issuance of Series C preferred shares for convertible debt										~~686~~706,~~724~~709			~~686~~707															686,038						686,~~724~~745
Issuance of common shares for SA Acuisition																						13,000,000			13,000			2,717,000						2,730,000
Conversion of Series C Preferred shares to Common										(50,000	)		(50	)								525,000			525			(475	)					—
Sale of Series B preferred shares
Cancellation of Series D Preferred shares																(193,764	)		(194	)								194						0
Sale of Series B preferred shares
Issuance of common shares for SA Acquisition																						13,000,000			13,000			2,717,000						2,730,000
Issuance of common shares for convertible debt																						14,685,393			14,685			883,034						897,719
Common shares issued for SA acquisition that were returned and cancelled																						(7,974,695	)		(7,975	)		(526,330	)					(534,305	)
Issuance of common shares as consideration shares																						2,674,231			2,674			238,115						240,789
Issuance of common shares for convertible debt																						14,685,393			14,685			883,035						897,720
Sale of common shares to related parties at $0.001 per share																						12,503,177			12,503			952,742						965,245
Issuance of common shares to related parties as consideration at $0.001 per share																						3,056,332			3,056			232,893						235,949
Sale of Series C preferred shares to related parties at $0.001 per share										1,528,166			1,528															1,526,640						1,528,168
Issuance of common shares as consideration shares																						2,674,231			2,675			238,115						240,790
Issuance of common shares for JCG contingency shares																						572,727			573			62,427						63,000
Issuance of common shares for services at prices ranging from $0.078 to $0.156																						1,502,775			1,503			140,930						142,433
Issuance of common shares for services at prices ranging from $0.07 to $0.156																						2,581,912			2,582			236,578						239,160
Issuance of common shares for settlement of legal claim																						500,000			500			49,500						50,000
Net loss																															(1,060,065	)		(1,060,065	)
Issuance of common shares for settlement of legal claim																						150,000			150			14,850						15,000
Balance - November 30, 2021		1,300,000	$	1,300		100,000	$	100		1,135,224		$	1,135			210,000		$	210			62,483,802		$	62,484		$	18,877,501		$	(19,695,421	)	$	(752,691	)
Net loss		-		-		-		-		-			-			-			-			-			-			-			(3,933,918	)		(3,933,918	)
Balance, February 28, 2022		3,700,000	$	3,700		100,000	$	100		2,613,375		$	2,614			16,236		$	16			71,822,753		$	71,823		$	21,173,764		$	(22,569,274	)	$	(1,317,257	)
The accompanying notes are an integral part of these condensed financial statements.

Life On Earth, Inc. Condensed ~~Consolidated~~ Statements of Stockholders' Deficiency For the ~~three~~nine months ended ~~November~~February 3028, 2021 (Unaudited)

	Series A Preferred				Series B Preferred				Series C Preferred				~~Series~~Common ~~D Preferred~~Stock				~~Common Stock~~Additional		Accumulated			~~Additional~~Total Stockholders			~~Accumulated~~			~~Total Stockholders~~
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		~~Shares~~Paid in capital		~~Amount~~Deficit			~~Paid in capital~~Deficiency			~~Deficit~~			~~Deficiency~~
Balance - September 1, 2021		1,200,000	$	1,200		100,000	$	100		575,833	$	576		210,000	$	210		46,424,344	$	46,424		$	17,379,173		$	(18,883,971	)	$	(1,456,288	)
Balance, June 1, 2020		1,200,000	$	1,200		—	$	—		—	$	—		13,081,380	$	13,081	$	12,901,158	$	(17,201,283	)	$	(4,285,844	)
Issuance of Series A preferred shares as officer compensation		100,000	100																			(100)						-
Sale of Series B preferred shares						100,000		100										99,900					100,000
Issuance of Series C preferred shares for convertible debt										559,391		559											558,832						559,391
Sale of Series C preferred shares										150,000		150						149,850					150,000
Issuance of common shares for convertible debt														7,647,453		7,648		1266,~~546,618~~671		~~12,547~~			~~671~~74,~~295~~319						~~683,842~~
Issuance of common shares as consideration shares																		2,084,565		2,085			157,797						159,882
Net loss		—		—		—		—		—		—		—		—		—		(887,306	)		(887,306	)
Issuance of common shares for services at prices ranging from $0.078 to $0.106																		928,275		928			61,004						61,932
Balance, February 28, 2021		1,200,000	$	1,200		100,000	$	100		150,000	$	150		20,728,833	$	20,729	$	13,217,579	$	(18,088,589	)	$	(4,848,831	)
Issuance of common shares for settlement of legal claim																		500,000		500			49,500						50,000
The accompanying notes are an integral part of these condensed financial statements.
Net loss																										(811,450	)		(811,450	)
Balance - November 30, 2021		1,300,000	$	1,300		100,000	$	100		1,135,224	$	1,135		210,000	$	210		62,483,802	$	62,484		$	18,877,501		$	(19,695,421	)	$	(752,691	)
The accompanying notes are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Statements of Stockholders' Deficiency For the six months ended November 30, 2020 (Unaudited)

Life On Earth, Inc.
Condensed Statements of Stockholders' Deficiency
For the three months ended February 28, 2022
(Unaudited)

	Series A Preferred				Series B Preferred				Series C Preferred						Series D Preferred						Common Stock						Additional			Accumulated			Total Stockholders
	Shares		Amount		Shares		Amount		Shares			Amount			Shares			Amount			Shares			Amount			Paid in capital			Deficit			Deficiency

Balance, December 1, 2021		1,200,000	$	1,200		100,000	$	100		1,135,209		$	1,136			210,000		$	210			62,483,802		$	62,484		$	18,877,601		$	(19,695,421	)	$	(752,692	)

Issuance of Series A Preferred shares for CareClix Acquisition		2,500,000		2,500																														2,500
Sale of Series C preferred shares										—			—															—						—
Issuance of Series C preferred shares for convertible debt										—			—															—						—
Conversion of Series C Preferred shares to Common										(50,000	)		(50	)								525,000			525			(475	)					—
Cancellation of Series D Preferred shares																(193,764	)		(194	)								194						—
Common shares issued for SA acquisition that were returned and cancelled																						(7,974,695	)		(7,975	)		(526,330	)					(534,305	)
Issuance of common shares for convertible debt																						—			—			—						—
Sale of common shares to related parties at $0.001 per share																						12,503,177			12,503			952,742						965,245
Issuance of common shares to related parties as consideration at $0.001 per share																						3,056,332			3,056			232,893						235,949
Sale of Series C preferred shares to related parties at $0.001 per share										1,528,166			1,528															1,526,640						1,528,168
Issuance of common shares as consideration shares																						—			—			—						—
Issuance of common shares for services at prices ranging from $0.07 to $0.10																						1,079,137			1,079			95,649						96,728
Issuance of common shares for settlement of legal claim																						150,000			150			14,850						15,000
																																		—
Net loss																															(2,873,853	)		(2,873,853	)
Balance, February 28, 2022		3,700,000	$	3,700		100,000	$	100		2,613,375		$	2,614			16,236		$	16			71,822,753		$	71,823		$	21,173,764		$	(22,569,274	)	$	(1,317,257	)

The accompanying notes are an integral part of these condensed financial statements.

	Series A Preferred				Series B Preferred				Common Stock				Additional		Accumulated			Total Stockholders
Life On Earth, Inc.
	Shares		Amount		Shares		Amount		Shares		Amount		Paid in capital		Deficit			Deficiency
Condensed Statements of Stockholders' Deficiency
Balance - June 1, 2020		1,200,000	$	1,200		—	$	—		13,081,380	$	13,081	$	12,901,158	$	(17,201,283	)	$	(4,285,844	)
For the three months ended February 28, 2021
Sale of Series B preferred shares		-		-		100,000		100						99,900					100,000
(Unaudited)
Issuance of common shares for convertible debt										7,647,453		7,648		66,671					74,319
	Series A Preferred				Series B Preferred				Series C Preferred				Common Stock					Additional			Accumulated			Total Stockholders
Net loss																(717,202	)		(717,202	)
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount			Paid in capital			Deficit			Deficiency
Balance - November 30, 2020		1,200,000	$	1,200		100,000	$	100		20,728,833	$	20,729	$	13,067,729	$	(17,918,485	)	$	(4,828,727	)
Balance, December 1, 2020		1,200,000	$	1,200		100,000	$	100		—	$	—		20,728,833	$	20,729		$	13,067,729		$	(17,918,484	)	$	(4,828,726	)
The accompanying notes are an integral part of these condensed consolidated financial statements.
Sale of Series C preferred shares										150,000		150							149,850						150,000
Net loss																						(170,105	)		(170,105	)
Balance, February 28, 2021		1,200,000	$	1,200		100,000	$	100		150,000	$	150		20,728,833	$	20,729		$	13,217,579		$	(18,088,589	)	$	(4,848,831	)
The accompanying notes are an integral part of these condensed financial statements.

Life On Earth, Inc. Condensed Consolidated Statements of Stockholders' Deficiency For the three months ended November 30, 2020 (Unaudited)

	Series A Preferred				Series B Preferred				Common Stock				Additional		Accumulated			Total Stockholders
	Shares		Amount		Shares		Amount		Shares		Amount		Paid in capital		Deficit			Deficiency
Balance - September 1, 2020		1,200,000	$	1,200		100,000	$	100		20,728,833	$	20,729	$	13,067,729	$	(17,573,900	)	$	(4,484,142	)
Net loss																(344,585	)		(344,585	)
Balance - November 30, 2020		1,200,000	$	1,200		100,000	$	100		20,728,833	$	20,729	$	13,067,729	$	(17,918,485	)	$	(4,828,727	)
The accompanying notes are an integral part of these condensed consolidated financial statements.

Life On Earth, Inc. Condensed Statements of Cash Flows (Unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the nine months ended February 28,
	2022			2021

Cash Flows From Operating Activities
Net loss	$	(3,933,918	)	$	(887,306	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock based compensation		239,160			—
Stock based compensation - related parties		2,715,331
Loss from discontinued operations		2,079,865
Amortization of interest and financing costs		19,392			211,105
Share based finance costs		240,790			—
Provision for bad debts		—			25,990
Change in fair value of contingent liability		(352,227	)		163,227
Change in fair value of derivative liability		(110,588	)		(10,197	)
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable		—			(25,990	)
Other receivable		66,611			—
Note receivable		(250,000	)
Increase (decrease) in:
Accounts payable, accrued expenses and contingent liability		(978,912	)		305,661
Cash used by operating activities		(264,497	)		(217,510	)

Cash Flows From Financing Activities
Proceeds of notes payable - related parties		155,594			—
Repayment of notes payable - related party		(2,000	)		—
Proceeds of notes payable		—			30,000
Proceeds of convertible notes payable		65,000
Repayment of convertible notes payable		(100,000	)
Proceeds from lines of credit, net of financing costs		6,915			6,268
Payment of lines of credit		(15,647	)		(7,090	)
Proceeds from sales of Series B preferred stock					100,000
Proceeds from sales of Series C preferred stock		158,480			150,000
Proceeds from sales of Series C preferred stock to related parties		1,528
Proceeds from sales of common stock to related parties		12,503
Cash (used)/provided by financing activities		282,373			279,178


Net Increase (decrease) in Cash and Cash Equivalents	$	17,876		$	61,668

Cash and Cash Equivalents - beginning		—			3,831

Cash and Cash Equivalents - end	$	17,876		$	65,499

Supplemental Disclosures of Cash Flow Information
Noncash investing and financing activities:

Common stock issued for convertible debt	$	897,720		$	74,319

Series C preferred shares issued for convertible debt	$	686,745		$	—

Common stock issued with convertible debt as financing cost	$	240,790		$	—

Common stock issued as consideration to related parties	$	235,949		$	—

Common stock issued for settlement of legal claims	$	65,000		$	—

Derivative liability associated with convertible devbt	$	—		$	136,518

Common stock issued for JCG acquisition contingency shares	$	63,000		$	—

Common stock issued for SA Acquisition	$	2,730,000		$	—

Common stock returned and cancelled	$	(534,305	)	$	—

Series A preferred shares issued for CareClix acquisition	$	2,500		$	—

The accompanying notes are an integral part of these condensed financial statements.

(UNAUDITED)

	For the six months ended November 30,
	2021			2020
Cash Flows From Operating Activities
Net loss	$	(1,060,065	)	$	(717,202	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock based compensation		142,433			—
Depreciation and amortization		536,553			—
Amortization of interest and financing costs		27,453			211,105
Share based finance costs		240,790			—
Provision for bad debts		—			26,000
Change in fair value of contingent liability		(352,227	)		60,136
Change in fair value of derivative liability		(110,588	)		56,205
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable		(25,231	)		(26,000	)
Prepaid expenses and other current assets		1,547			—
Other receivable		70,000			—
Increase (decrease) in:
Accounts payable, accrued expenses and contingent liability		449,601			254,600
Cash used by operating activities		(79,734	)		(135,156	)
Cash Flows From Investing Activities
Purchase of furniture and fixtures		(4,561	)		—
Purchase of capitalized software		(90,762	)		—
Cash used by investing activities		(95,323	)		—
Cash Flows From Financing Activities
Proceeds of notes payable - related party		57,699			—
Repayment of notes payable - related party		(2,000	)		—
Proceeds of notes payable		75,000			30,000
Repayment of notes payable		(50,627	)
Proceeds of convertible notes payable		48,580
Repayment of convertible notes payable		(100,000	)
Proceeds from lines of credit		2,768			6,003
Payment of lines of credit		(7,123	)		(1,699	)
Proceeds from sales of Series C preferred stock		158,500			—
Purchase of treasury stock		—			100,000
Cash provided by financing activities		182,797			134,304
Net Increase (decrease) in Cash and Cash Equivalents	$	7,740		$	(852	)
Cash and Cash Equivalents - beginning		34,629			3,831
Cash and Cash Equivalents - end	$	42,369		$	2,979
Supplemental Disclosures of Cash Flow Information
Noncash investing and financing activities:
Common stock issued for convertible debt	$	897,719		$	74,319
Common stock issued with convertible debt as financing cost	$	240,789		$	—
Common stock issued for settlement of legal claim	$	50,000		$	—
Derivative liability associated with convertible debt	$	—		$	202,920
Common stock issued for JCG acquisition contingency shares	$	63,000		$	—
Common stock issued for SA Acquisition	$	2,730,000		$	—
The accompanying notes are an integral part of these condensed consolidated financial statements.

Life On Earth, Inc.

Notes to Condensed ~~Consolidated~~ Financial Statements

~~November~~For 30the nine months ended February 28, ~~2021~~2022

(Unaudited)

Note 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Basis of Presentation

Life On Earth, Inc. (the is“Company”) is a ~~cloud~~public ~~enterprise~~holding ~~software~~company ~~developer/~~formed ~~provider~~in ~~that~~Delaware ~~enables~~in ~~rapid~~April ~~innovation to keep enterprise operations safe~~2013, ~~compliant~~operating ~~and~~through ~~manageable.~~wholly owned ~~The~~subsidiaries. ~~Company’s~~Until ~~products~~December ~~offered~~31, ~~are~~2021 ~~designed~~as toa ~~help~~result ~~organizations innovate and modernize legacy systems while minimizing cost and risk~~ of ~~business~~the ~~disruptions and ensure regulatory compliance. Through its recent~~ acquisition of SmartAxiom, Inc., ~~the~~in ~~Company now~~May ~~has~~2021, the ~~capabilities~~Company ~~of offering~~ offered software that manages and secures the Internet-of-Things (IoT) through patented, lite blockchain technology running among those devices at the edge of the Internet and enabling them to defend themselves. Our peer-to-peer distributed ledgers improve security, latency, reliability and manageability. We have uniquely created, through our SmartAxiom subsidiary, an endpoint-to-cloud blockchain solution, while our IoT Smart Contracts allow for process intelligence and management of the processes. The ~~SmartAxiom~~Company ~~technology is~~has ~~proving~~acted ~~value in verticals such~~ as smart buildings, manufacturing lines and shipment tracking. It interoperates with enterprise systems such as IBM Blockchain and Microsoft Azure and is proven on many ARM and Intel based microcontrollers such as those from Intel, NXP, Renesas, Marvell, and Broadcom. The Company was a brand accelerator and incubator company ~~Company~~ that was focused on building and scaling concepts in the natural consumer products category. The Company’s previous business model focused ~~and~~on a long-term forward-looking vision to consumers in the health, wellness and lifestyle spaces through superior branding, product quality, and direct to consumer and retail experience within the CPG industry.

~~The~~On ~~accompanying~~December ~~consolidated~~17, ~~financial~~2021, ~~statements include~~ the ~~financial~~Company ~~statements~~entered ofinto a ~~the~~Stock ~~Company~~Purchase ~~and~~Agreement ~~its~~(“SPA”) ~~wholly~~with ~~owned~~CareClix ~~subsidiaries~~Holdings, ~~Smart Axiom~~ Inc., a Florida corporation (“SASOLI”), ~~Victoria’s~~to acquire ~~Kitchen,~~four ~~LLC~~CareClix ~~(“VK”)~~subsidiary ~~and~~companies ~~The~~On ~~Chill~~December ~~Group~~31, ~~LLC~~2021, ~~(“JC”).~~under ~~All~~the ~~intercompany~~terms ~~transactions~~of ~~and~~a ~~balances~~Management ~~have~~Operating ~~been~~Agreement, ~~eliminated~~the Company agreed to a partial closing of the transaction set forth in ~~consolidation.~~the SPA with the final closing to occur on the effectiveness of a registration statement to be filed by the Company

~~LFER~~for ~~was~~the ~~incorporated~~shares into ~~Delaware~~be inissued ~~April~~as ~~2013~~part ~~and acquired~~of ~~SA in May 2021, VK in October 2017, and JC in August 2018.~~the consideration

~~The~~Under ~~accompanying~~the ~~consolidated~~terms ~~financial~~of ~~statements~~the SPA, the Company will ~~have~~acquired ~~been~~100% ~~prepared~~ownership inof ~~conformity~~the ~~with~~four ~~accounting~~subsidiaries ~~principles~~of ~~generally~~SOLI, ~~accepted~~which inincluded ~~the~~CareClix, ~~United~~Inc., ~~States~~a ofVirginia ~~America~~corporation, CareClix Services, Inc., a Florida corporation, MyCareClix, Inc., a Florida corporation, and CareClix RPM, Inc., a Florida corporation (collectively, the “~~GAAP~~CareClix Group”) effective with the final closing. In exchange for ownership of the CareClix Group, the Company agreed to issue the following securities to the common shareholders of SOLI:

50,000,000 shares of common stock;

2,100,000 shares of a new class of preferred stock to be designated as Series E Preferred Stock. The shares of Series E Preferred stock to be designated and issued to the shareholders of CareClix have a convertibility ratio, under the current share structure, of 100 to 1 into shares of common stock with conversion occurring automatically when the Company’s Articles of Incorporation have been amended to authorize sufficient common shares for the conversion. The net effect of these two share issuances will be that common shares of SOLI held before the transaction will be exchanged for common shares of the Company on a 1 for 1 basis.

4,000,000 shares of Series A Preferred Stock, over a period of time, to Mr. Charles Scott, the Chairman and majority shareholder of SOLI, with 2,500,000 shares issued at the December 31, 2021 partial closing, 600,000 shares to be issued 45 days after closing, and 900,000 shares to be issued 90 days after closing. The second installment of Series A shares was to be issued by February 14, 2022 but have not yet been issued and the final installment was due to be issued by March 31, 2022, but have also not yet been issued at the date of this Report. Shares of our Series A Preferred Stock, which are not convertible and do not receive dividends, are entitled to cast 50 votes per share on all matters submitted to the vote or consent of our shareholders.

Upon the final closing of the transaction, the former shareholders of SOLI will hold approximately seventy-five percent of the Company’s issued and outstanding common equity on a fully diluted basis and will hold more than eighty-five percent of the total shareholder voting power.

The final closing of the transaction is subject to the effectiveness of a registration statement on Form S-4 to be filed by the Company registering the issuance of the shares of common stock and shares of Series E Preferred Stock to the common shareholders of SOLI. The Company has undertaken to file the S-4 registration statement, which will be filed as soon as a pending audit of the financial statements of the acquired CareClix companies by the Company is completed.

Pending the final closing, SOLI and the Company completed the operational changes under the Management Operating Agreement effective December 31, 2021, so that the CareClix Group and the Company began acting as a unit pending the effective date of the S-4 registration statement and issuance by the Company of the remainder of the agreed consideration. Under GAAP, the financial results of the CareClix subsidiaries cannot be consolidated with the Company’s financial results in this Report and will not be consolidated until the final closing but are reported on a pro forma basis in these Footnotes. See Note 5.

On March 8, 2022, the Company executed a Stock Purchase and Mutual Release Agreement (the “Agreement”) under which the Company divested its ownership of the former subsidiary SmartAxiom, Inc. (“SA”), effective December 31, 2021. The decision was made due to certain critical factors including, but not limited to, 1) the Company’s new focus exclusively on the medical technology industry, 2) the slow progress of performance from SA in comparison to the results already underway with the CareClix acquisition, and 3) redeployment of resources to the growth potential of the CareClix group of companies. Under the Agreement, the Company agreed to transfer all of its equity ownership in SA to Amit Biyani in exchange for Mr. Biyani’s agreement to return to the Company for cancellation: (ii) 7,794,695 shares of our common stock; and (ii) 128,822 shares of our Series D Preferred Stock. In addition, SA and Mr. Biyani agreed to arrange for the return and cancellation of remaining 64,942 shares of Series D Preferred Stock currently held by other former shareholders of SA. A total of 16,236 Preferred D shares are expected to remain outstanding. By agreement among the parties, the divestiture of SA was deemed legally effective as of December 31, 2021. The Agreement also contains mutual releases amongst the parties.

Life On Earth, Inc.

Notes to Condensed Financial Statements

For the nine months ended February 28, 2022

(Unaudited)

Note 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Effective December 31, 2021, the Company determined that its subsidiaries Victoria’s Kitchen and The Chill Group both of which had been inactive for some time, should be discontinued, resulting in a loss for the period ended February 28, 2022. See, Note 6. Discontinued Operations.

The accompanying financial statements include only the financial statements of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Revenue Recognition

In May 2014, the FASB issued guidance codified in ASC 606 which amends the guidance in former ASC 605, “Revenue Recognition.” The core principle of the standard is to recognize revenue when control of the promised goods or services is transferred to customers in an amount that reflects the consideration expected to be received for those goods or services. The standard also requires additional disclosures around the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle:

Step 1: Identify the contract with the customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when the company satisfies a performance obligation

Because the Company’s agreements generally ~~have~~ have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose ~~information~~ information about its remaining performance obligations. The Company’s performance obligations are satisfied at the point in time when ~~products~~ services are received by the customer, which is when the customer has title and the significant risks and rewards of ownership. Therefore, the Company’s contracts have a single performance obligation (shipment of product or delivery of services). The Company primarily receives fixed consideration for sales of product and services. Shipping and handling amounts are included in cost of goods sold. Sales tax and other similar taxes are excluded from net sales. Sales are recorded net of provisions ~~for discounts, slotting fees payable by us to retailers to stock our products and~~ promotion allowances, which are typically agreed to upfront with the customer and do not represent variable consideration. Discounts, slotting fees and promotional allowances vary from customer to customer. The consideration the Company is entitled to in exchange for ~~the~~ ~~sale of products to distributors. The Company estimates these~~ discounts, ~~slotting fees and promotional allowances in the same period that the revenue is recognized for products sales to customers.~~ The amount of revenue recognized represents the amount that will not be subject to a significant future reversal of revenue.

All sales to distributors and customers are generally final. In limited instances the Company may accept returned product due to quality issues or distributor terminations, in which situations the Company would have variable consideration. To date, returns have not been material. The Company’s customers generally pay within 30 days from the receipt of a valid invoice. The Company offers prompt pay discounts of up to 2% to certain customers typically for payments made within 15 days. Prompt pay discounts are estimated in the period of sale based on experience with sales to eligible customers. Early pay discounts are recorded as a deduction to the accounts receivable balance presented on the consolidated balance sheets.

Use of Estimates

The preparation of ~~consolidated~~ financial statements in in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the ~~consolidated~~ balance sheets and the reported amounts of revenues ~~and~~ and expenses during the reporting periods. Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made in prior year’s financial statements to conform to classifications used in the current year.

Reverse Stock Split

On November 11, 2019, the Company’s Board of Directors (the “Board”) and a majority of shareholders approved a reverse stock split at a ratio of one-for-five shares of common stock, without changing the par value, rights, terms, conditions, and limitations of such shares of common stock, (the “Reverse Stock Split”). The Reverse Stock Split became effective on March 25, 2020 (the “Effective Date”), pursuant to approval from the Financial Industry Regulatory Authority (“FINRA”), whereupon the shares of our common stock will begin trading on a split adjusted basis. All share and per share information has been retroactively adjusted to reflect the impact of this reverse stock split.

Net Loss Per Common Share

Basic loss per share is calculated by dividing ~~net~~ net loss by the weighted average number of common shares outstanding for the period. Diluted loss per share is calculated by dividing ~~net~~ net loss by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which the Company incurs losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive. As of February ~~November 30~~28, ~~2021~~2022, and May 31, 2021, respectively, warrants and convertible notes payable could be converted into approximately 2 4,~~284~~804,000 and 3,088,000 shares of common stock, respectively.

Income Taxes

The Company utilizes the accrual method of accounting for income taxes. Under the accrual method, deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recognized when it is more likely than not that such tax benefits will not be realized.

The Company recognizes the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount recognized in the consolidated financial statements is the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. The Company did not have any unrecognized tax benefits as of May 31, 2021, and does not expect this to change significantly over the next 12 months.10

Life On Earth, Inc.

Notes to Condensed Financial Statements

For the nine months ended February 28, 2022

(Unaudited)

The Company recognizes the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount recognized in the financial statements is the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. The Company did not have any unrecognized tax benefits as of February 28, 2022, and May 31, 2021, and does not expect this to change significantly over the next 12 months.

Accounting for Equity Awards

The cost of services received in exchange for an award of equity instruments related to employees and non-employees is based on the grant-date unadjusted fair value of the award and allocated over the requisite service period of the award.

Cash and Cash Equivalents

The Company considers only those investments which are highly liquid, readily convertible to cash, and that mature within three months from date of purchase to be cash equivalents.

On ~~November~~February 3028, ~~2021~~2022, and May 31, ~~2020~~2021, respectively, the Company had cash and cash equivalents of $4217,~~369~~ 877 and $~~34,629~~ 0 respectively. ~~On November 30, 2021, and May 31, 2020, cash equivalents were~~ comprised of funds in checking accounts, savings accounts and money market funds.

Accounts Receivable

Our accounts receivable balance primarily includes balances from trade sales to distributors and retail customers. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance for doubtful accounts based primarily on historical write-off experience. Account balances that are deemed uncollectible, are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company extends credit to its customers in the normal course of business and performs ongoing credit evaluations of its customers. A significant change in demand for certain products as compared to forecasted amounts may result in recording additional provisions for obsolete inventory. Provisions for obsolete or excess inventory are recorded as cost of goods sold.

As of November 30, 2021, and May 31, 2021, the allowance for doubtful accounts was $7,556 and $41,900, respectively.

Intangible Assets

The Company's intangible assets include developed technology, customer relationships and tradenames and were acquired in a purchase business combination. The Company carries these intangibles at cost, less accumulated amortization. Amortization is recorded on a straight-line basis over the estimated useful lives of the respective assets, which is estimated to be 5 years.

Costs that are related to the conceptual formulation and design of licensed software programs are expensed as incurred to research, development and engineering expense; costs that are incurred to produce the finished product after technological feasibility has been established are capitalized as an intangible asset. Capitalized amounts are amortized on a straight-line basis over periods ranging up to five years. The Company performs periodic reviews to ensure that unamortized program costs remain recoverable from future revenue.

There were no indefinite-lived intangible assets as of November 30, 2021 or May 31, 2021.

The Company reviews its finite-lived intangible and other long-lived assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Fair value of finite-lived intangible assets and property and equipment is based on various valuation techniques. If the carrying amount of an asset or group of assets exceeds its net realizable value, the asset will be written down to its fair value.

Advertising

Advertising and promotion costs are expensed as incurred~~. Advertising~~ and ~~promotion expense~~ amounted to approximately $331,~~830~~ 262 and $895 for the ~~years~~periods ended ~~November~~February 3028, ~~2021~~2022, and ~~2020~~May 31, 2021, respectively.

Business combination

GAAP requires that all business combinations not involving entities or businesses under common control be accounted for under the acquisition method. The Company applies ASC 805, “Business combinations”, whereby the cost of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total of cost of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the ~~consolidated~~ statements of operations and comprehensive income.

The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgment. The most significant variables in these valuations are discount rates, terminal values, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. Management determines discount rates to be used based on the risk inherent in the related activity’s current business model and industry comparisons. Terminal values are based on the expected life of products and forecasted life cycle and forecasted cash flows over that period. The Company’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Any changes to provisional amounts identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined.

The Company expects to have an independent valuation and allocation of the consideration for the CareClix acquisition to be completed on the final closing of the transaction.

Deferred Finance Cost

Deferred financing costs or debt issuance costs are costs associated with issuing debt, such as various fees and commissions paid to investment banks, law firms, auditors, regulators, and so on. Since these payments do not generate future benefits, they are treated as a contra debt account. The costs are capitalized, reflected in the balance sheet as a contra long-term liability, and amortized using the effective interest method or over the finite life of the underlying debt instrument, if below de minimis.

Derivative Liability

The Company accounts for certain instruments, ~~which~~ which do not have fixed settlement provisions, as derivative instruments in accordance with FASB ASC 815-40, Derivative and Hedging – – Contracts in Entity’s Own Equity. This is due to the conversion features of certain convertible notes payable being tied to the market value of our common stock. As such, our derivative liabilities are initially measured at fair value on the contract date and are subsequently re-measured to fair value at each reporting date. Changes in estimated fair value are recorded as non-cash adjustments within other income (expenses), in the Company’s accompanying ~~Consolidated~~ Statements of Operations. There were no derivative liabilities remaining at February 28, 2022.

~~Fair Value Measurements~~11

InLife ~~August~~On ~~2018~~Earth, ~~the FASB issued a new guidance which modifies the disclosure requirements on fair value measurements~~Inc.

WeNotes ~~categorize our financial instruments into a three-level fair value hierarchy that prioritize the inputs~~ to ~~valuation~~Condensed techniques used to measure fair value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument. Financial ~~assets recorded at fair value on our consolidated balance sheets are categorized as follows:~~Statements

~~Level~~For 1the ~~inputs—Observable~~nine ~~inputs~~months ~~that~~ended ~~reflect quoted~~February ~~prices~~28, ~~(unadjusted) for identical assets or liabilities in active markets.~~2022

~~Level 2 inputs—Significant other observable inputs~~ (e.g., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputsUnaudited).

Level 3 inputs—Unobservable inputs for the asset or liability, which are supported by little or no market activity and are valued based on management’s estimates of assumptions that market participants would use in pricing the asset or liability.

Recent Accounting Pronouncements

OnManagement ~~February~~does ~~25,~~not ~~2016,~~believe ~~the~~that ~~Financial~~any ~~Accounting Standards~~recently ~~Board (FASB)~~ issued ~~ASU 2016-2~~, ~~"Leases"~~or ~~(Topic~~not ~~842)~~yet effective, ~~which~~accounting ~~is intended to improve financial reporting for lease transactions. This ASU requires organizations that lease assets~~pronouncements, ~~such~~if ~~as real estate and manufacturing equipment~~adopted, towould ~~recognize assets and liabilities on their balance sheets for the rights to use those assets for the lease term and obligations to make lease payments created by those leases that~~ have ~~terms of greater than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from~~ a ~~lease~~material byeffect ~~a lessee primarily will depend~~ on ~~its classification as a finance or operating lease. This ASU also requires disclosures to help investors and other financial statement users better understand~~ the ~~amount~~accompanying ~~and timing of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the~~ financial ~~statements.~~ This ASU became effective for public entities beginning the first quarter 2019. During 2019 the Company sold the Giant Beverage Company which resulted in elimination of the Company’s lease obligation related to that operation. The remaining lease obligation related to Energy Source Distributors which was terminated on July 31, 2019 reducing the remaining terms of the lease to 2 months. The Company has adopted ASU 2016-2 Leases which does not have material impact on Company’s financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments: Credit Losses (“ASU 2016-13”), which changes the impairment model for most financial instruments, including trade receivables from an incurred loss method to a new forward-looking approach, based on expected losses. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU become effective for fiscal years beginning after December 15, 2019. and must be adopted using a modified retrospective transition approach. The Company adopted ASU 2016-13 which did not have a material impact on Company’s financial statements.

In January 2017, the FASB issued an update to the accounting guidance to simplify the testing for goodwill impairment. The update removes the requirement to determine the implied fair value of goodwill to measure the amount of impairment loss, if any, under the second step of the current goodwill impairment test. A company will perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. A goodwill impairment charge will be recognized for the amount by which the reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of the goodwill. The guidance is effective prospectively for public business entities for annual reporting periods beginning after December 15, 2019. This standard is required to take effect in the Company’s first quarter (August 2020) of our fiscal year ending May 31, 2021. Adoption of this new guidance did not have a material impact on our financial statements.

In November 2018, the FASB issued new guidance to clarify the interaction between the authoritative guidance for collaborative arrangements and revenue from contracts with customers. The new guidance clarifies that, when the collaborative arrangement participant is a customer in the context of a unit-of-account, revenue from contracts with customers guidance should be applied, adds unit-of-account guidance to collaborative arrangements guidance, and requires, that in a transaction with a collaborative arrangement participant who is not a customer, presenting the transaction together with revenue recognized under contracts with customers is precluded. The Company does not have any collaborative arrangements or revenue from contracts and therefore Topic 808 does not have an impact on our consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

Note 2 - BASIS OF REPORTING AND GOING CONCERN

The accompanying ~~consolidated~~ financial statements ~~have~~ have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business.

The Company has incurred losses from inception of of approximately $1922,~~700~~600,000, has a working capital deficiency of approximately $51,~~400~~570,000 and a net capital deficiency of approximately $~~750~~1,317,000, which, among other factors, raises substantial doubt about the Company's ability to continue as a going concern. As of ~~November 30~~February 28, ~~2021~~2022, the Company did not have sufficient cash on hand to fund operations for the next 12 months. The ability of the Company to continue as a going concern is dependent upon management's plans to raise additional capital from the sale of stock and receive additional loans from third parties and related parties. The ~~accompanying~~acquisition ~~consolidated~~of the CareClix Group is expected to provide sufficient revenues to support the continued operations of the Company. As of February 28, 2022, the CareClix subsidiaries had advanced at total of $92,600 to the Company to support its operations. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.

Note 3 - CONCENTRATIONS

Concentration of Credit Risk

The Company’s financial instruments that ~~are~~ are exposed to concentrations of credit risk consist primarily of cash ~~and accounts receivable~~. The Company places its cash with high quality credit institutions. At times, balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. Cash in banks is insured by the FDIC up to $250,000 per institution, per entity. ~~The Company routinely assesses the financial strength of its customers and, as a consequence, believes that its account receivable credit risk exposure is limited.~~

Sales and Accounts Receivable

~~During~~The ~~the~~Company ~~six~~had ~~months~~no ~~ended~~sales ~~November~~and ~~30,~~no ~~2021,~~accounts ~~sales~~receivable toat 2February ~~customers accounted for approximately 98% of the Company’s net sales~~28, ~~and,~~2022 ~~during~~or ~~the~~at ~~six~~May ~~months ended November 30~~31, ~~2020, sales to 1 customer accounted for approximately 100% of the Company’s net sales~~2021.

Two customers accounted for approximately 100% of the Company’s accounts receivable as of November 30, 2021, and one customer accounted for 100% of the Company’s accounts receivable as of May 31, 2020.

Note 4 – FAIR VALUE MEASUREMENTS

WeThe ~~follow~~Company follows the provisions of ASC 820-10, Fair Value Measurements and Disclosures Topic, or ASC 820-10, for our financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value under GAAP and requires expanded disclosures regarding fair value measurements. ASC 820-10 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 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value.

15Financial assets and liabilities recorded on the accompanying condensed balance sheets are categorized based on the inputs to the valuation techniques as follows:

Financial assets and liabilities recorded on the accompanying condensed consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:

Level 1 – Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities.

Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 – Inputs include the following:

• Quoted prices for similar assets and liabilities in active markets

• Quoted prices for identical or similar assets or liabilities in markets that are not active

• Observable inputs other than quoted prices that are used in the valuation of the assets or liabilities (i.e., interest rate and yield curve quotes at commonly quoted intervals)

• Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 – Unobservable inputs for the asset or liability (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumption about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).

The level in the fair value hierarchy within which the fair value measurement is classified is determined based upon the lowest level of input that is significant to the fair value measurement in its entirety.

Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to their liquid or short-term nature, such as cash and cash equivalents, accounts payable and accrued expenses and notes payable.

~~The carrying value of our contingent liability approximated the fair value as of May 31, 2021 in considering Level 1 inputs within the hierarchy.~~12

~~The~~Life ~~carrying~~On ~~value of our derivative liability as of May 31~~Earth, ~~2021 approximated the fair value in considering Level 3 inputs within the hierarchy~~Inc. ~~The Company’s derivative liability is measured at fair value using the Black Scholes valuation methodology.~~

~~For~~Notes ~~the year ended May 31, 2021 the following input were utilized~~ to ~~derive~~Condensed ~~the~~Financial ~~fair value of our derivative liability:~~Statements

	May 31,
	2021
Risk free interest rate	0.14%	-	0.13	%
Expected dividend yield		0
Expected term (in years)		1
Expected volatility	16.95%	-	38.84	%

For the nine months ended February 28, 2022

(Unaudited)

The carrying value of our contingent liability approximated the fair value as of February 28, 2022, in considering Level 1 inputs within the hierarchy.

The carrying value of our derivative liability as of May 31, 2021, approximated the fair value in considering Level 3 inputs within the hierarchy. The Company’s derivative liability was measured at fair value using the Black Scholes valuation methodology. There was no derivative liability remaining at February 28, 2022.

Note 5 – CareClix Acquisition

On December 17, 2021, the Company entered into a Stock Purchase Agreement (the “SPA”) with CareClix Holdings, Inc., a Florida corporation (“SOLI”). On December 31, 2021, under the terms of a Management Operating Agreement, the Company agreed to a partial closing of the transaction set forth in the SPA with the final closing to occur on the effectiveness of a registration statement for the shares to be issued to the SOLI shareholders as part of the consideration.

In the partial closing, the Company acquired 100% ownership of four subsidiaries of SOLI, which included CareClix, Inc., a Virginia corporation, CareClix Services, Inc., a Florida corporation, MyCareClix, Inc., a Florida corporation, and CareClix RPM, Inc., a Florida corporation (collectively, the “CareClix Group”). In exchange for ownership of the CareClix Group, the Company agreed to issue the following securities directly to the common shareholders of SOLI:

50,000,000 shares of common stock; and 2,100,000 shares of a new class of preferred stock to be designated as Series E Preferred Stock, with a convertibility ratio, under the current share structure, of 100 to 1 into shares of common stock with conversion occurring automatically when the Company’s Articles of Incorporation are amended to authorize sufficient common shares for the conversion.

4,000,000 shares of Series A Preferred Stock, over a period of time, to Mr. Charles Scott, the Chairman and majority shareholder of SOLI, with 2,500,000 shares issued at the December 31, 2021 partial closing, 600,000 shares to be issued 45 days after closing, and 900,000 shares to be issued 90 days after closing. The second and third installments have not yet been issued as of the date of this report. Shares of Series A Preferred Stock, which are not convertible and do not receive dividends, are entitled to cast 50 votes per share on all matters submitted to the vote or consent of our shareholders.

Upon the final closing of the transaction, the former shareholders of SOLI will hold approximately 75 percent of our issued and outstanding common equity on a fully diluted basis and will hold more than 85 percent of the Company’s total shareholder voting power.

The final closing of the transaction is subject to the effectiveness of a registration statement on Form S-4 to be filed by the Company registering the issuance of the shares of common stock and shares of Series E Preferred Stock to the common shareholders of CareClix. The S-4 registration statement will be filed as soon as a pending audit of the financial statements of the acquired CareClix companies by the Company is completed.

Pending the final closing, SOLI and the Company have completed the operational changes under the Management Operating Agreement effective December 31, 2021, so that the CareClix Group and the Company began acting as a unit pending the effective date of the S-4 registration statement and issuance by the Company of the remainder of the agreed consideration.

The combined financial results of the LFER and CareClix companies for the year ended May 31, 2021 and the nine month periods ended February 28, 2022, on a unaudited, proforma basis are as follows:

Life On Earth, Inc.

Notes to Condensed Financial Statements

For the nine months ended February 28, 2022

(Unaudited)

Life On Earth, Inc.

Condensed Combined Pro Forma Balance Sheets

May 31, 2021

(Unaudited)

	LFER			CareClix			Adjustments			Ref		Combined
ASSETS
Current Assets
Cash and cash equivalents	$	—		$	205,972							$	205,972
Accounts receivable, net		—			295,120								295,120
Prepaid expenses		70,000			73,481								143,481
Due from LFER
Other current receivable
Deposited funds					61,635								61,635
Current assets of discontinued operations		43,656											43,656
Total current assets		113,656			636,208			—					749,864
Other Assets
Fixed assets, net					41,297								41,297
Investment in CareClix
Note receivable
Goodwill					828,216			(828,216	)		a		—
Intangible assets
Amortization of intangible assets

Intangible assets, net					798,610			5,553,315			b		6,351,925
Right to use asset					102,000								102,000
Other assets of discontinued operations		5,105,687											5,105,687
Total Assets	$	5,219,343		$	2,406,331		$	4,725,099				$	12,350,773

LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current Liabilities
Accounts payable and accrued expenses	$	2,043,793		$	742,260								2,786,053
Accrued dividends payable on preferred shares		9,750											9,750
Accrued interest of related party debt		9,422											9,422
Accrued contingent liability for the purchase cost of the SA acquisition		5,044,127											5,044,127
Contingent liability		415,227											415,227
Derivative liability		110,588											110,588
Deferred revenue		—			167,321								167,321
Notes payable - related party, net of unamortized deferred financing costs of $25,482 and $0 as of February 28, 2022 and May 31, 2021, respectively		49,069											49,069
Notes payable		30,000			2,421,303			(2,421,303	)		a		30,000
Convertible notes payable, net of unamortized deferred financing costs of $10,262 and $29,633 as of February 28, 2022 and May 31, 2021, respectively		1,932,964											1,932,964
Lines of credit		15,334			19,849								35,183
Operating lease liability		—			102,000								102,000
Current liabilities of discontinued operations		220,860											220,860
Total Liabilities		9,881,134			3,452,733			(2,421,303	)				10,912,564

Commitments and contingencies

Stockholders' Deficiency
Preferred stock, $0.001 par value; 10,000,000 shares authorized,
Series A Preferred Stock, 5,200,000 shares issued and outstanding as of May 31, 2021		1,200						4,000			b		5,200
Series B Preferred Stock, 100,000 and 100,000 shares issued and outstanding as of February 28, 2022 and May 31, 2021, respectively		100						—					100
Series C Preferred Stock, 290,000 shares issued and outstanding as of May 31, 2021		290						—					290
Series D Preferred Stock, 210,000 shares issued and outstanding as of May 31, 2021		210						—					210
Series E Preferred Stock, 2,100,000 shares issued and outstanding as of May 31, 2021		—			—			2,100			b		2,100
Common stock, $0.001 par value; 200,000,000 shares authorized, 79,548,676 shares issued and outstanding as of May 31, 2021		29,549			1			49,999			b		79,549
Additional paid-in capital		13,942,216			1,899,999			5,497,216			b		21,339,431
Accumulated deficit		(18,635,356	)		(2,946,402	)		1,593,087			a		(19,988,671	)
Total Stockholders' Deficiency		(4,661,791	)		(1,046,402	)		7,146,402					1,438,209

Total Liabilities and Stockholders' Deficiency	$	5,219,343		$	2,406,331		$	4,725,099				$	12,350,773
The accompanying notes are an integral part of these condensed combined pro forma financial statements.

Life On Earth, Inc.

Notes to Condensed Financial Statements

For the nine months ended February 28, 2022

(Unaudited)

Life On Earth, Inc.

Condensed Combined Pro Forma Statements of Operations

For the year ended ended May 31, 2021

(Unaudited)

	LFER			CareClix			Adjustments			Ref		Combined

Revenues	$	—		$	6,218,043							$	6,218,043
Cost of sales		—			1,181,111								1,181,111
Gross profit		—			5,036,932			—					5,036,932

Total operating expenses		663,564			6,539,771			(1,593,087	)		a		5,610,248

Loss from operations		(663,564	)		(1,502,839	)		1,593,087					(573,316	)

Other income and (expenses)		(745,374	)		18,856								(726,518	)

Loss from continuing operations		(1,408,938	)		(1,483,983	)		1,593,087					(1,299,834	)
Loss on discontinued operations		(25,135	)

Loss on sale of subsidiary
Gain on disposal of subsidiaries
Net loss		(1,434,073	)		(1,483,983	)		1,593,087					(1,299,834	)

The accompanying notes are an integral part of these condensed combined pro forma financial statements.

Notes to the Condensed Combined Pro Forma Financial Statements

a -To write off goodwill balance at 5/31/21 and Note Payable not acquired from CareClix

b -To record the acquisition of CareClix subsidiaries.

Life On Earth, Inc.

Notes to Condensed Financial Statements

For the nine months ended February 28, 2022

(Unaudited)

Life On Earth, Inc.

Condensed Combined Pro Forma Balance Sheets

February 28, 2022

(Unaudited)

	LFER			CareClix			Adjustments			Ref		Combined
ASSETS
Current Assets
Cash and cash equivalents	$	17,877		$	282,992							$	300,869
Accounts receivable, net		—			258,743								258,743
Prepaid expenses		—			116,443								116,443
Due from LFER		—			92,600								92,600
Other current receivable		3,389			—								3,389
Total current assets		21,266			750,778			—					772,044
Other Assets
Fixed assets, net					41,297								41,297
Investment in CareClix		2,500						(2,500	)		c		—
Note receivable		250,000											250,000
Goodwill					828,216			(828,216	)		a		—
Intangible assets					798,610			2,679,239			b		3,477,849
Amortization of intangible assets								(521,676	)		d		(521,676	)
Right to use asset					102,000								102,000
Total Assets	$	273,766		$	2,520,901		$	1,326,847				$	4,121,514

LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current Liabilities
Accounts payable and accrued expenses	$	603,021		$	533,472								1,136,493
Accrued dividends payable on preferred shares		92,500											92,500
Accrued interest of related party debt		9,020											9,020
Deferred revenue		—			200,186								200,186
Notes payable - related party, net of unamortized deferred financing costs of $25,482 and $0 as of February 28, 2022 and May 31, 2021, respectively		184,463			—								184,463
Notes payable		30,000			1,469,196			(1,469,196	)		a		30,000
Convertible notes payable, net of unamortized deferred financing costs of $10,262 and $29,633 as of February 28, 2022 and May 31, 2021, respectively		665,418											665,418
Lines of credit		6,602			36,266								42,868
Operating lease liability		—			102,000								102,000
Total Liabilities		1,591,024			2,341,120			(1,469,196	)				2,462,948

Commitments and contingencies

Stockholders' Deficiency
Preferred stock, $0.001 par value; 10,000,000 shares authorized,
Series A Preferred Stock, 5,200,000 shares issued and outstanding as of May 31, 2021		3,700						1,500			b		5,200
Series B Preferred Stock, 100,000 and 100,000 shares issued and outstanding as of February 28, 2022 and May 31, 2021, respectively		100						—					100
Series C Preferred Stock, 290,000 shares issued and outstanding as of May 31, 2021		2,614						—					2,614
Series D Preferred Stock, 210,000 shares issued and outstanding as of May 31, 2021		16						—					16
Series E Preferred Stock, 2,100,000 shares issued and outstanding as of May 31, 2021		—			—			2,100			b		2,100
Common stock, $0.001 par value; 200,000,000 shares authorized, 79,548,676 shares issued and outstanding as of May 31, 2021		71,823			1			49,999			b		121,823
Additional paid-in capital		21,173,763			1,899,999			2,623,140			b/c		25,696,902
Accumulated deficit		(22,569,274	)		(1,720,219	)		119,304			a/d		(24,170,189	)
Total Stockholders' Deficiency		(1,317,258	)		179,781			2,796,043					1,658,566

Total Liabilities and Stockholders' Deficiency	$	273,766		$	2,520,901		$	1,326,847				$	4,121,514
The accompanying notes are an integral part of these condensed combined pro forma financial statements.

~~The~~Life ~~following~~On ~~tables set forth by level~~Earth, ~~within the fair value hierarchy, the Company’s financial instruments carried at fair value as of May 31, 2021:~~Inc.

	May 31, 2021
	Level 1		Level 2		Level 3		Total
Contingent liability	$	415,227	$	—	$	—	$	415,227
Derivative liability		—		—		110,588		110,588
Total	$	415,227	$	—	$	110,588	$	525,815

Notes to Condensed Financial Statements

InFor ~~July 2021,~~ the ~~Company~~nine ~~issued~~months ~~572,727~~ended ~~shares~~February ~~to the JCG Group and is no longer liable for the JCG Contingency. Also during July 2021~~28, ~~a note holder converted their note into 2,138,775 shares of the Company’s common stock and the Company is no longer liable for the contingent liability.~~ 2022

~~Note 5 – SA ACQUISITION~~(Unaudited)

Life On ~~April 16~~Earth, ~~2021, the Company entered into a stock purchase agreement with SmartAxiom,~~ Inc. ~~(“SA”)~~Condensed ~~and~~Combined ~~its~~Pro ~~shareholders~~Forma ~~providing~~Statements ~~for the Company to purchase~~ of ~~all~~Operations For the ~~outstanding~~nine ~~common~~months ~~stock~~ended ~~shares~~ended ofFebruary ~~SA. The Agreement was supplemented by First and Second Addendum Agreements~~28, ~~dated~~2022 ~~April 30, 2021, and May 11, 2021, respectively.~~(Unaudited)

The SA Acquisition Agreement and the First and Second addendum agreements provide for the purchase of 100% of the SA’s issued and outstanding shares, providing for the Company’s acquisition of SA with consideration consisting of 13,000,000 shares of the Company’s common stock; 210,000 shares of the Company’s new Series D Convertible Preferred Shares, convertible, over an eighteen month earn out schedule, into our common stock shares with a floor price of twenty cents, and an earn-out, as defined, by SA to be paid in our common stock. The SA Agreement also specifies that the liabilities acquired by the Company will be limited to $75,000. We will also provide an additional $2,000,000 in working capital from the public or private markets by no later than 18 months from the close of the SA Acquisition. On May 11, 2021, we closed on the SA Acquisition.

	LFER			CareClix			Adjustments			Ref		Combined

Revenues	$	—		$	1,907,480							$	1,907,480
Cost of sales		—			505,417								505,417
Gross profit		—			1,402,063			—					1,402,063

Total operating expenses		1,916,718			1,751,038			(640,980	)		a/d		3,026,776

Loss from operations		(1,916,718	)		(348,975	)		640,980					(1,624,713	)

Other income and (expenses)		62,665			(820	)							61,845

Loss from continuing operations		(1,854,053	)		(349,795	)		640,980					(1,562,868	)
Loss on discontinued operations		(971,091	)										(971,091	)
Loss on sale of subsidiary		(1,135,279	)										(1,135,279	)
Gain on disposal of subsidiaries		26,505											26,505

Net loss	$	(3,933,918	)	$	(349,795	)	$	640,980				$	(3,642,733	)

The accompanying notes are an integral part of these condensed combined pro forma financial statements.

~~The~~Notes ~~acquisition~~to ofthe SACondensed ~~supports~~Combined Pro Forma Financial Statements a -To write off goodwill balance at 5/31/21 and Note Payable not acquired from CareClix b -To record the ~~Company’s strategic~~acquisition ~~initiatives~~of CareClix subsidiaries. ~~SmartAxiom’s~~c ~~patented~~-To ~~software~~eliminate ~~technology~~Investment ~~manages~~in ~~and~~CareClix ~~secures~~d ~~IoT~~-Amortize ~~systems~~intangible ~~through~~assets ~~patented~~acquired from CareClix over 60 months ($3,477,849 ~~lite~~/ ~~blockchain and~~60 ~~cyber~~mos ~~security~~= ~~technologies~~$57,964 per mo.)

The following table summarizes the purchase price as of May 11, 2021, the date of acquisition:

Issuance of 13,000,000 shares of the Company’s common stock per share	$	2,730,000
Issuance of 210,000 Series 'D" Preferred convertible stock, each share is convertible into 10 common shares		203,613
A maximum of $2,200,000 of LFER common shares to be issued, subject to an earn-out, as defined, by SA over 18 month period from closing date of the acquisition.		2,221,777
Excess of SA liabilities over the $75,000 acquired by the Company		(111,263	)
Total purchase consideration	$	5,044,127

~~The~~Life ~~following~~On ~~table summarizes the allocation of the purchase price to the fair values of the assets acquired and liabilities assumed on May 11~~Earth, ~~2021, the date of acquisition:~~Inc.

Cash	$	39,878
Accounts receivable, net of an allowance for doubtful account of $7,554		5,802
Prepaid expenses and other current assets		3,375
Furniture and fixture, net		3,687
Intangible assets - Capitalized software development costs, patents, customer lists net of accumulated amortization of 98,630;		5,177,643
Accounts payable and accrued expenses		(73,533	)
Line of credit		(23,406	)
Notes payable		(89,319	)
Total purchase consideration	$	5,044,127

Notes to Condensed Financial Statements

~~The~~For ~~intangibles consist of capitalized software development costs, patents and customer lists and are being trademarks amortized over a 5-year period from~~ the ~~date~~nine ofmonths ~~acquisition. For the period~~ ended ~~May~~February 3128, 2021, the Company recorded amortization expense of $39,708. We performed an analysis of the intellectual property acquired from SA. This analysis involved a net present value (“NPV”) calculation over the current 5-year projections for the intellectual property. Based on our analysis, no impairment is required as of May 31, 2021.2022

~~Estimated future amortization of the intangible assets as of November 30, 2021 are as follows:~~(Unaudited)

2022	$	484,000
2023		968,000
2024		968,000
2025		968,000
2026		968,000
2027 and after		304,925
	$	4,660,925

Note 6 – Discontinued Operations

During the three and six months ended November 30, 2021, SA generated $81,385 and $26,000 net sales, respectively, and incurred approximately $765,000 of operating expenses, including approximately $532,000 of amortization, and a net loss of approximately $688,000SmartAxiom.

~~From~~On March 8, 2022, the ~~date~~Company executed a Stock Purchase and Mutual Release Agreement (the “Agreement”) under which the Company divested its ownership of ~~acquisition~~the former ~~through~~subsidiary ~~May~~SmartAxiom, Inc. (“SA”), effective December 31, 2021. The decision was made due to certain critical factors including, but not limited to, 1) the focus of the Company exclusively on the medical technology industry, 2) the slow progress of performance from SA ~~generated~~in ~~approximately~~comparison $0to ~~net~~the ~~sales,~~results ~~incurred~~already ~~approximately~~underway ~~$89~~with the CareClix acquisition,~~000~~ and 3) redeployment of ~~operating~~resources ~~expenses~~to the growth potential of the CareClix group of companies. Under the Agreement, ~~including~~the ~~approximately~~Company ~~$79~~agreed to transfer all ownership in SA to Amit Biyani in exchange for Mr. Biyani’s agreement to return for cancellation: (ii) 7,~~000~~794,695 shares of common ~~amortization~~stock; and (ii) 128,822 shares of Series D Preferred Stock. In addition, SA and Mr. Biyani agreed to arrange for the return and acancellation ~~net~~of ~~loss~~the remaining outstanding 64,942 shares of ~~approximately~~Series ~~$89~~D Preferred Stock currently held by other former shareholders of SA. By agreement among the parties,~~000~~ the divestiture of SA was deemed legally effective as of December 31, 2021. The Agreement also contains mutual releases amongst the parties.

In connection with the Agreement, SA issued to the Company an 8% Unsecured Convertible Note in the amount of $250,000 dated December 31, 2021 (the “Note”). The Note bears interest at a rate of 8 percent per year, with all principal and interest due on or before February 28, 2024. All unpaid principal and interest owing under the Note may, at the Company’s option, be converted in whole into a number of fully-paid and non-assessable shares of common stock of SA having a value equal to the Note balance, converted at an assumed total valuation of SA of $6,250,000 on a fully diluted basis.

The following table summarizes the disposition of the SA subsidiary:

Net assets sold	$	1,669,584
Sales Price	$	534,305
Loss from sale of Subsidiary	$	1,135,279

During the three months ended February 28, 2022, the Company’s Board of Directors resolved to dispose of its subsidiaries Victoria’s Kitchen and The Chill Group.

The following table summarizes the disposition of these subsidiaries:


	Total			Victoria's Kitchen			The Chill Group
Net assets disposed	$	261,110		$	155,505		$	105,605
Net liabilities disposed	$	(287,615	)	$	(151,117	)	$	(136,498	)
Gain on disposal of subsidiaries	$	(26,505	)	$	4,388		$	(30,893	)

~~The~~Life ~~following~~On ~~table presents the Unaudited pro forma consolidated statements of operations for the year ended May 31~~Earth, ~~2021:~~Inc.

	LFER			SA			Proforma Combined
Sales, net	$	36,028		$	38,300		$	74,328
Cost of goods sold		25,335			5,714			31,048
Gross profit		10,693			32,586			43,280
Operating expenses		611,297			1,218,609			1,829,906
Net loss before other expenses		(600,604	)		(1,186,022	)		(1,786,626	))
Other expenses, net		(745,374	)		(3,963	)		(749,337	))
Net loss from continuing operations	$	(1,345,978	)	$	(1,189,986	)	$	(2,535,964	)

Notes to Condensed Financial Statements

~~The~~For ~~following table presents~~ the ~~unaudited~~nine ~~pro~~months ~~forma consolidated statements of operations for the year~~ ended ~~May 31~~February 28, ~~2020:~~2022

	LFER			SA			Proforma Combined
Sales, net	$	64,407		$	63,415		$	127,822
Cost of goods sold		166,681			31,679			198,360
Gross profit		(102,274	)		31,736			(70,538	)
Operating expenses		2,618,373			1,193,797			3,812,170
Net loss before other expenses		(2,720,647	)		(1,162,061	)		(3,882,708	))
Other expenses, net		(417,937	)		(5,679	)		(423,616	))
Net loss from continuing operations	$	(3,138,584	)	$	(1,167,740	)	$	(4,306,324	)

(Unaudited)

19Note 7 – NOTES PAYABLE – RELATED PARTY PAYABLES

~~Note~~The 6following table summarizes the Company’s Notes Payable – ~~INTANGIBLE~~ ~~ASSETS~~Related Parties as of February 28, 2022:

Intangible assets as of November 30, 2021 and May 31, 2021 were as follows:

	November 30, 2021		May 31, 2021
Intangible assets:
Intangible assets to be amortized:
Brand recognition, business relationships and customer lists	$	5,181,272	$	—
Software development, patents, business relationships and customer lists acquired from SA		—		5,181,272
Capitalized software development costs		189,393
Less: accumulated amortization:
Intangible assets to be amortized:
Brand recognition, business relationships and customer lists		—		—
Software development, patents, business relationships and customer lists		709,740		79,272
Less: Impairment		—		—
Net book value at the end of period	$	4,660,925	$	5,102,000

Amortization expense for the three and six months ended November 30, 2021 was $267,061 and $531,837, respectively.

Note 7 – NOTES PAYABLE – RELATED PARTY

The following table summarizes the Company’s Note Payable – Related Parties as of November 30, 2021:

Issue Date	Maturity Date	Interest Rate			Original Amount		Accumulated Payments as of February 28, 2022		Accumulated Accrued interest on Note		Conversion into Common & Preferred C shares			Unamortized Deferred Financing Costs as of February 28, 2022		Balance February 28, 2022

1/23/2019	3/1/2020		20	%	$	10,000	$	—	$	5,419	$	(15,419	)			$	—

1/28/2020	1/28/2021		20	%	$	8,200	$	—	$	2,781	$	(10,981	)			$	—

2/20/2020	2/19/2021		5	%	$	45,169	$	16,300	$	3,729						$	32,599

6/15/2021	6/29/2021		8	%	$	60,976	$	—	$	3,448						$	64,424

10/6/2021	10/6/2022		10	%	$	10,000	$	—	$	3971				$	10,262	$	135

10/6/2021	10/6/2022		10	%	$	7,500	$	—	$	298				$	10,262	$	(2,464	)

11/10/2021	11/10/2022		10	%	$	10,000	$	—	$	301				$	4,958	$	5,343

Various	Various		6	%	$	92,600	$	—	$	846				$	—	$	93,446

									$	9,020				$	25,482	$	193,483

Issue Date	Maturity Date	Interest Rate			Original Amount		Accumulated Payments as of November 30, 2021		Accumulated Accrued interest on Note		Conversion into Common & Preferred C shares			Unamortized Deferred Financing Costs as of November 30, 2021		Balance November 30, 2021
1/23/2019	3/1/2020		20	%	$	10,000	$	—	$	5,419	$	(15,419	)			$	—
1/28/2020	1/28/2021		20	%	$	8,200	$	—	$	2,781	$	(10,981	)			$	—
2/20/2020	2/19/2021		5	%	$	45,169	$	16,300	$	3,325						$	32,194
6/15/2021	6/29/2021		8	%	$	60,976	$	—	$	2,245						$	63,221
10/6/2021	10/6/2022		10	%	$	10,000	$	—	$	151				$	14,367	$	(4,216	)
10/6/2021	10/6/2022		10	%	$	7,500	$	—	$	113				$	14,367	$	(6,754	)
11/10/2021	11/10/2022		10	%	$	10,000	$	—	$	54				$	6,709	$	3,345
														$	35,443	$	87,790

The following table summarizes the Company’s Notes Payable – Related Parties as of May 31, 2021:

Issue Date	Maturity Date	Interest Rate			Original Amount		Accumulated Payments as of May 31, 2021		Accumulated Accrued interest on Note		Conversion into Common & Preferred C shares		Unamortized Deferred Financing Costs as of May 31, 2021		Balance May 31, 2021

1/23/2019	3/1/2020		20	%	$	10,000	$	—	$	4,707	$	—	$	—	$	14,707

1/28/2020	1/28/2021		20	%	$	8,200	$	—	$	2,197	$	—	$	—	$	10,397

2/20/2020	2/19/2021		5	%	$	45,169	$	14,300	$	2,518	$	—	$	—	$	33,387

													$	—	$	58,491

On January 23, 2019, ESD issued a demand note in the amount of $10,000 to a related party. The note is unsecured, bears interest at an annual rate of 20% and had an original maturity date of March 1, 2019. On March 12, 2019, the obligations due under the terms of the note were assigned to the Company. The maturity date on the note has been extended to March 1, 2020. During the three and nine months ended February 28, 2022, the Company recorded interest expense of $208 and $712, respectively, and during the three and nine months ended February 28, 2021, the Company recorded interest expense of $500 and $1,004, respectively. On October 8, 2021, the Note holder converted the full balance of the Note of $15,419, including accrued interest of $5,419, into 77,100 shares of the Company’s common stock at $0.10 per share, and 7,710 of the Company’s Preferred C shares. The Note has been considered paid in full by the conversions.

Life On Earth, Inc.

Notes to Condensed Financial Statements

For the nine months ended February 28, 2022

(Unaudited)

On January 28, 2020, the Company issued a demand note in the amount of $8,200 to a related party. The note is unsecured, bears interest at an annual rate of 20% and has maturity date of January 28, 2021. During the three and nine months ended February 28, 2022 the Company recorded interest expense of $171 and $584, respectively, and, during the three and nine months ended February 28, 2021 the Company recorded interest expense of $409 and $821, respectively. On October 8, 2021, the Note holder converted the full balance of the Note of $10,981, including accrued interest of $2,781, into 54,910 shares of the Company’s common stock at $0.10 per share, and 5,498 of the Company’s Preferred C shares. The Note has been considered paid in full by the conversions.

Prior to ESD’s bankruptcy declaration, ESD became indebted to certain creditors in the total amount of $45,169 which indebtedness was personally guaranteed by Fernando Leonzo, the Company’s Chairman. The debt was not protected under the ESD bankruptcy. On February 20, 2020, the Company and Fernando Leonzo entered into an agreement under which Fernando Leonzo would discharge the indebtedness personally and directly and the Company would pay Fernando Leonzo, $3,000 per month beginning on February 21, 2020, until such time that the indebtedness is fully discharged. Interest will accrue at an annual rate of 5% on any monthly payments not made by the 21^st of the month. As of February 28, 2022, the Company paid a total of $16,300 to Fernando Leonzo in accordance with this agreement. During the three and nine months ended February 28, 2022, the Company recorded interest expense of $404 and $1,211, respectively, and, during the three and nine months ended February 28, 2021, the Company recorded interest expense of $504 and $1,529, respectively. On February 28, 2022 accrued interest on the note amounted to $3,729.

On October 6, 2021, the Company issued a demand note in the amount of $10,000 to Mahmood Kahn, the Company’s CEO. The note is unsecured, bears interest at an annual rate of 10% and has maturity date of October 6, 2022. As consideration for the Note, the Company issued 200,000 of the Company’s common stock at $0.821. As a result of this transaction, Company recorded $16,420 as a capitalized deferred financing cost and during the three and nine months ended February 28, 2022, the Company recorded amortization expense of $4,105 and $6,158, respectively. During the three and nine months ended February 28, 2022, the Company recorded interest expense of $247 and $397, respectively. On February 28, 2022, accrued interest on the note amounted to $397.

On October 6, 2021, the Company issued a demand note in the amount of $7,500 to John Romagosa, the Company’s President. The note is unsecured, bears interest at an annual rate of 10% and has maturity date of October 6, 2022. As consideration for the Note, the Company issued 200,000 of the Company’s common stock at $0.821. As a result of this transaction, Company recorded $16,420 as a capitalized deferred financing cost and during the three and nine months ended February 28, 2022, the Company recorded amortization expense of $4,105 and $6,158, respectively. During the three and nine months ended February 28, 2022, the Company recorded interest expense of $185 and $298, respectively. On February 28, 2022, accrued interest on the note amounted to $298.

On November 10, 2021, the Company issued a demand note in the amount of $10,000 to Mahmood Kahn, the Company’s CEO. The note is unsecured, bears interest at an annual rate of 10% and has maturity date of November, 2022. As consideration for the Note, the Company issued 100,000 of the Company’s common stock at $0.07. As a result of this transaction, Company recorded $7,000 as a capitalized deferred financing cost and during the three and nine months ended February 28, 2022, the Company recorded amortization expense of $1,750 and $2,042, respectively. During the three and nine months ended February 28, 2022, the Company recorded interest expense of $247 and $301, respectively. On February 28, 2022, accrued interest on the note amounted to $301.

During the three months ended February 28, 2022, the Company issued demand notes aggregating to a total amount of $92,600 to CareClix, Inc., a newly acquired subsidiary. The notes are unsecured, bears interest at an annual rate of 6% and each matures a year from the issue date. During the three and nine months ended February 28, 2022, the Company recorded interest expense of $846, respectively. On February 28, 2022, accrued interest on the notes amounted to $846.

~~The~~Life ~~following~~On ~~table summarizes the Company’s Note Payable – Related Parties as of May 31~~Earth, ~~2021:~~ Inc.

Issue Date	Maturity Date	Interest Rate			Original Amount		Accumulated Payments as of November 30, 2021		Accumulated Accrued interest on Note		Conversion into Common & Preferred C shares		Unamortized Deferred Financing Costs as of May 31, 2021		Balance May 31, 2021
1/23/2019	3/1/2020		20	%	$	10,000	$	—	$	4,707	$	—	$	—	$	14,707
1/28/2020	1/28/2021		20	%	$	8,200	$	—	$	2,197	$	—	$	—	$	10,397
2/20/2020	2/19/2021		5	%	$	45,169	$	14,300	$	2,518	$	—	$	—	$	33,387
													$	—	$	58,491

Notes to Condensed Financial Statements

OnFor ~~January 23, 2019, ESD issued a demand note in~~ the ~~amount~~ ofnine $10,000 to a related party. The note is unsecured, bears interest at an annual rate of 20% and had an original maturity date of March 1, 2019. On March 12, 2019, the obligations due under the terms of the note were assigned to the Company. The maturity date on the note has been extended to March 1, 2020. During the three and six months ended ~~November~~February 3028, 2021, the Company recorded interest expense of $208 and $712, respectively, and during the three and six months ended November 30, 2020, the Company recorded interest expense of $500 and $1,004, respectively. On October 8, 2021, the Note holder converted the full balance of the Note of $15,419, including accrued interest of $5,419, into 77,100 shares of the Company’s common stock at $0.10 per share, and 7,710 of the Company’s Preferred C shares. The Note has been considered paid in full by the conversions.2022

On January 28, 2020, the Company issued a demand note in the amount of $8,200 to a related party. The note is unsecured, bears interest at an annual rate of 20% and has maturity date of January 28, 2021. During the three and six months ended November 30, 2021 the Company recorded interest expense of $171 and $584, respectively, and, during the three and six months ended November 30, 2020 the Company recorded interest expense of $409 and $821, respectively. On October 8, 2021, the Note holder converted the full balance of the Note of $10,981, including accrued interest of $2,781, into 54,910 shares of the Company’s common stock at $0.10 per share, and 5,498 of the Company’s Preferred C shares. The Note has been considered paid in full by the conversions.(Unaudited)

Prior to ESD’s bankruptcy declaration, ESD became indebted to certain creditors in the total amount of $45,169 which indebtedness was personally guaranteed by Fernando Leonzo, the Company’s Chairman. The debt was not protected under the ESD bankruptcy. On February 20, 2020, the Company and Fernando Leonzo entered into an agreement under which Fernando Leonzo would discharge the indebtedness personally and directly and the Company would pay Fernando Leonzo, $3,000 per month beginning on February 21, 2020 until such time that the indebtedness is fully discharged. Interest will accrue at an annual rate of 5% on any monthly payments not made by the 21st of the month. As of November 30, 2021, the Company paid a total of $16,300 to Fernando Leonzo in accordance with this agreement. During the three and six months ended November 30, 2021, the Company recorded interest expense of $399 and $408, respectively, and, during the three and six months ended November 30, 2020, the Company recorded interest expense of $510 and $1,019, respectively. On November 30, 2021 accrued interest on the note amounted to $3,325.

On June 15, 2021, the Company issued Mahmood Kahn, the Company’s CEO, a note in the amount of $121,976. The note bears interest at 8% per annum and a Maturity date of June 29, 2021. Also on June 15, 2021, the note holder converted $61,000 of the note into 61,000 Shares of Series C Preferred to the Holder at $1.00 per Series C Preferred Share, which upon said issuance reduced the Principal Amount of the note $60,976. During the three and six months ended November 30, 2021, the Company recorded interest expense of $1,216 and $2,245, respectively. On November 30, 2021, accrued interest on the note amounted to $2,245. On December 31, 2021, the Note holder converted the full balance of the Note of $63,635, including accrued interest of $2,659, into 909,075 shares of the Company’s common stock at $0.07 per share. As of December 31, 2021, the Note was considered paid in full by the conversion.

On October 6, 2021, the Company issued a demand note in the amount of $10,000 to Mahmood Kahn, the Company’s CEO. The note is unsecured, bears interest at an annual rate of 10% and has maturity date of October 6, 2022. As consideration for the Note, the Company issued 200,000 of the Company’s common stock at $0.821. As a result of this transaction, Company recorded $16,420 as a capitalized deferred financing cost and during the three and six months ended November 30, 2021, the Company recorded amortization expense of $2,053 and $2,053, respectively. During the three and six months ended November 30, 2021, the Company recorded interest expense of $151 and $151, respectively. On November 30, 2021, accrued interest on the note amounted to $151.

On October 6, 2021, the Company issued a demand note in the amount of $7,500 to John Romagosa, the Company’s President. The note is unsecured, bears interest at an annual rate of 10% and has maturity date of October 6, 2022. As consideration for the Note, the Company issued 200,000 of the Company’s common stock at $0.821. As a result of this transaction, Company recorded $16,420 as a capitalized deferred financing cost and during the three and six months ended November 30, 2021, the Company recorded amortization expense of $2,053 and $2,053, respectively. During the three and six months ended November 30, 2021, the Company recorded interest expense of $113 and $113, respectively. On November 30, 2021, accrued interest on the note amounted to $113.

On November 10, 2021, the Company issued a demand note in the amount of $10,000 to Mahmood Kahn, the Company’s CEO. The note is unsecured, bears interest at an annual rate of 10% and has maturity date of November, 2022. As consideration for the Note, the Company issued 100,000 of the Company’s common stock at $0.07. As a result of this transaction, Company recorded $7,000 as a capitalized deferred financing cost and during the three and six months ended November 30, 2021, the Company recorded amortization expense of $292 and $292, respectively. During the three and six months ended November 30, 2021, the Company recorded interest expense of $55 and $55, respectively. On November 30, 2021, accrued interest on the note amounted to $54.

Note 8 – NOTES PAYABLE

~~The~~On ~~following~~September ~~table~~15, ~~summarizes~~2020, the Company’s issued a ~~Notes~~Note ~~Payable~~in asthe ofprincipal ~~November~~amount of $30,000 ~~2021:~~which had a maturity date of December 15, 2020. The Note was not repaid by the maturity date and thus bears interest at an annual rate of 6% from the date of maturity. During the three and nine months ended February 28, 2022, the Company recorded interest expense of $444 and $1,346, respectively. On February 28, 2022, accrued interest on the note amounted to $2,175.

On September 15, 2020, the Company issued a Note in the principal amount of $30,000 which had a maturity date of December 15, 2020. The Note was note repaid by the maturity date and thus bears interest at an annual rate of 6% from the date of maturity. During the three and six months ended November 30, 2021, the Company recorded interest expense of $449 and $902, respectively. On November 30, 2021, accrued interest on the note amounted to $1,731.

As part of the SA Acquisition, the Company has the following loans outstanding as of November 30, 2021:

	Date of note		Amount		Maturity date	Annual interest Rate			Accrued Interest November 30, 2021
PayPal Loan		11/23/21	$	75,000	11/23/22		6.9	%	$	100
SBA PPP Loan		5/2/2021		12,937	05/02/26		1.0	%	$	—
SBA PPP Loan		4/16/2020		3,500	None		Waived			Waived
SBA EIDL Loan		10/6/2020		11,500	10/06/50		3.75	%	$	—
Short Term Loan				9,467	Demand		0.0	%	$	—
Total			$	112,404					$	100

The Company has applied for forgiveness from the SBA for the outstanding PPP loans.

The aggregate balance of the Company’s notes outstanding as of November 30, 2021 and May 31, 2021, was $142,404 and $118,031, respectively.

As of November 30, 2021, future principal payments of the notes payable were approximately as follows:

Future principal payments
For the twelve months ending November 30,
2022	$	142,404

The following table summarizes the Company’s Notes Payable as of May 31, 2021:

As part of the SA Acquisition, the Company has the following loans outstanding:

	Date of note		Amount		Maturity date	Annual interest Rate			Interest exp 5/11-5/31/21
PayPal Loan		04/22/21	$	50,000	04/22/22		6.9	%	$	253
SBA PPP Loan		5/2/2021		12,937	05/02/26		1.0	%	$	—
SBA PPP Loan		4/16/2020		3,500	None		Waived			Waived
SBA EIDL Loan		10/6/2020		11,500	10/06/50		3.75	%	$	—
Short Term Loan				10,094	Demand		0.0	%	$	—
Total			$	88,031					$	253

Note 9 – CONVERTIBLE NOTES PAYABLE

The following table summarizes the Company’s convertible notes payable as of ~~November~~February 3028, ~~2021~~2022 and May 31, 2021:

	November 30, 2021						May 31, 2021
	February 28, 2022						May 31, 2021
	Unamortized deferred finance costs and original issue discount		Principal		Net		Unamortized deferred finance costs and original issue discount		Principal		Net
2017 NPA Notes		—		—		—		—		737,500		737,500
The 2nd Note Offering		—		27,002		27,002		—		280,000		280,000
2022 Note Issuances		1410,~~367~~262		65,000		5054,~~633~~738		—		—		—
2021 Note Issuances		~~4,233~~—		77,000		7277,~~767~~000		29,633		77,000		47,367
2020 Note Issuances		—		~~110~~155,~~000~~331		~~110~~155,~~000~~331		—		385,500		385,500
2019 Note Issuances		—		351,348		351,348		—		482,597		482,597
	$	1810,~~600~~262	$	~~630~~675,~~350~~681	$	~~611~~665,~~750~~419	$	29,633	$	1,962,597	$	1,932,964

~~The~~If ~~2017~~all ~~NPA~~convertible ~~Notes:~~notes are converted into common stock, approximately a total of 4,800,000 common shares would be issued

On September 25, 2017, the Company entered into a note purchase agreement (“NPA”), pursuant to which the Company issued a 7% secured promissory note (“SPN”) in the principal amount of $650,000 (the “650K Note”), which had an original maturity date of March 25, 2019. As additional consideration for the issuance of the SPN, the Company issued 300,000 restricted shares of the Company’s common stock at $1.00 per share, which was recorded as a deferred finance cost. The deferred finance cost is being amortized over the life of the SPN.

On November 3, 2017, the NPA was amended and an additional 7% SPN was issued to the purchaser in the principal amount of $175,000 (the “$175K Note”), which had an original maturity date of May 3, 2019. As additional consideration for the issuance of the $175K Note, the Company issued 160,000 restricted shares of the Company’s common stock at $2.10 per share, which was recorded as a deferred finance cost. The deferred finance cost is being amortized over the life of the SPN.

Both SPN’s are secured by a continuing security interest in substantially all assets of the Company. Under the terms of the NPA, the Company was required to pay a consulting fee of $65,000 to the purchaser. In November 2017, the purchaser agreed to and accepted from the Company, 86,667 shares of the Company’s common stock, which shares were issued at $2.00 per share, in lieu of payment of the consulting fee, which was recorded by the Company as a deferred finance cost. The deferred finance cost is being amortized over the life of the SPN’s.

On January 26, 2018, the Company entered into an NPA, pursuant to which the Company issued a Note in the amount of $125,000 (the “Note Purchase”). The Note bears interest at 7% per annum and had an original maturity date of January 26, 2019. In connection with the NPA, the Company and the Purchaser also entered into a Side Letter, pursuant to which, as additional consideration for the NPA, the Company agreed to (i) pay to the Purchaser, the first $125,000 in cash proceeds received by the Company in connection with a NPA from third parties unaffiliated with the Purchaser (the “Cash Payment”) shall be used to reduce the amount due to the Purchaser under the $175K Note, and (ii), with certain exceptions, not issue any shares of common stock or other securities convertible into shares of common stock unless and until the Cash Payment has been made in full. In January 2019, the $125,000 note which was issued on January 26, 2018 plus accrued and unpaid interest amounting to $8,654 was converted into 178,205 shares of the Company’s common stock at $0.75 per share. As of November 30, 2021, and May 31, 2021, the outstanding balance was $0, respectively.

As further consideration for the Note Purchase, the Company entered into an agreement to amend certain SPN’s (the “Note Amendment”), pursuant to which the $175K Note and the $650K Note (together, the “Old Notes”) were amended to provide the Purchaser with the ability to convert the principal amount of such Old Notes, together with accrued interest thereon, into shares of the Company’s common stock (the “Conversion Shares”). Pursuant to the Note Amendment, the conversion price shall be equal to $1.50, subject to adjustments as set forth in the Note Amendment, and the number of Conversion Shares issuable upon conversion of the Old Notes shall be equal to the outstanding principal amount and accrued but unpaid interest due under the terms of the Old Notes to be converted, divided by the Conversion Price. The Note Amendment was treated as an extinguishment of the old notes and an issuance of new notes (the “New Notes”).

As a result of this transaction, the Company expensed the unamortized deferred financing costs of $557,462 as of the date of the extinguishment and recorded deferred financing costs on the New Notes, and the $125,000 note purchase, of $538,335, which has been fully amortized as of November 30, 2021.

In July 2018, the Company (i) issued 100,000 common shares to note holder at a conversion price of $0.875 per share, to cancel $87,500 of principal amount due by the Company regarding the $175K Note; (ii) issued 60,000 shares at $0.875 per share to the note holder representing 20,000 shares per month penalty for the 3 month period from February 2018 through April 2018; (iii) paid the note holder an aggregate of $19,250 representing 4 months of accrued interest due by the Company from January 2018 through April 30, 2018 regarding the $650K and the $175K Notes; and, (iv) shall issue 39,333 shares to the note holder representing the remainder of interest due through December 31, 2018, representing $4,302 per month due on the total principal amount due of $737,500. As a result of this transaction, the Company recorded finance costs of $151,250 during the year ended May 31, 2019.

The Company recorded interest expense of $5,125 and $13,012 and $13,012 during the three and six months ended November 30, 2021, respectively, and, $12,871 and $25,754 during the three and six months ended November 30, 2020, respectively on the 2017 NPA Notes.

On October 8, 2021, the Note holder converted the full balance of the 2017 NPA Notes of $914,896, including accrued interest of $177,396, into 9,148,960 shares of the Company’s common stock at $0.05 per share, and 457,448 of the Company’s Preferred C shares. The Note has been considered paid in full by the conversions.

As of November 30, 2021, and May 31, 2021, the outstanding principal balance of the 2017 NPA Notes was $0 and $737,500, respectively.

The Second Note offering:

In May 2018, the Company offered an NPA, in the aggregate amount of up to $500,000 (the “2nd Note Offering”) and, as of February 28, 2021, issued secured convertible promissory notes to eighteen (18) investors under the terms of the 2nd Note Offering in the aggregate amount of $830,000.

Notes issued under the 2nd Note Offering shall mature one year from the date of issuance (the “Maturity Date”), shall accrue interest at the simple rate of 7% per annum, and are convertible, at the holder’s option, prior to the Maturity Date into that number of shares of the Company’s common stock, equal to the lower of (i) $1.50 per share of common stock, or (ii) that number of shares of common stock equal to the average closing price of the Company’s common stock as reported on the OTC Markets for the preceding 30 trading days prior to the date of conversion, multiplied by 0.65 (the “Conversion Price”); provided, however, in the event the Conversion Price is calculated based on (ii) above, the Conversion Price shall not be lower than $1.00 per share of common stock. All amounts due under the terms of the Notes shall be secured by a continuing security interest in substantially all of the assets of the Company. As additional consideration for the issuance of the notes issued under the 2nd Note Offering, the Company issued one (1) restricted share of the Company’s common stock to each note holder for each $1 invested, which was recorded as deferred finance cost.

On September 12, 2019 the Company was served with a summons from the Supreme Court of the State of New York to answer a complaint filed by the Gankaku Living Trust (“Gankaku”) (Gankaku Living Trust v. Life on Earth Inc., Supreme Court of New York, No.655189/2019) claiming a breach of contract and default upon the Note. The Note was issued to the Gankaku Living Trust (“Gankaku”) by the Company on May 24, 2018 with an original maturity date of May 24, 2019. This maturity date of this note was extended on May 24, 2019 until June 24, 2019. The Company paid the outstanding interest on the note of $7,000 as part of this extension. On June 25, 2019, Gankaku’s legal counsel sent a demand letter to the Company requesting payment in full. Under the terms of the convertible note, the Company had 10 business days to pay the outstanding balance or the note would be in default. Under the terms of the note, upon default, the Holder shall be issued the number of common stock equal to the outstanding balance multiplied by 125%, divided by the average price, as defined. On July 17, 2019 the Gankaku’s counsel sent the Company’s counsel an official notice of default for the note and demanded the immediate issuance of Common Stock per the convertible note agreement and also demanded that the Company make all of its assets available to the Gankaku Living Trust as collateral. The Company retained counsel to represent it in this case. On July 1, 2020, the Court granted Gankaku’s Motion for Summary Judgment (the July 1, 2020 Order) in the amount of $100,000, with 7% interest per

annum from June 24, 2019, $722 of court costs, and $8,040 of attorney fees (the “Judgment Amount”), and that the Company shall pay the Judgment Amount by issuing Gankaku the Company’s Common Stock equivalent to said amount as provided for in Section 5 of the Note. The Company then moved to vacate the Court’s July 1, 2020, Order, which the Court denied on November 17, 2020. The Court issued a declaratory judgment requiring the Company to pay the Judgment Amount by issuing its Common Stock Shares to Gankaku as had been provided in the July 1, 2020 Order. On February 3, 2021, the Company filed an appeal from the Court’s Order denying the Motion to Vacate the July 1, 2020 Order, which the Court has not yet ruled upon.

Effective as of June 17, 2021, The Company settled litigation with Gankaku Living Trust (“Gankaku”), Gankaku Living Trust v. Life on Earth, Inc., Case No. 655189/2019 (New York Supreme Court) (the “Settlement”) in connection with Gankaku’s complaint on September 12, 2019, claiming a breach of contract and default upon a Note. The Settlement provides that Gankaku file with the Court a Satisfaction of Judgment and Stipulation of Discontinuance, which stipulation was filed by Gankaku on June 24, 2021. This Settlement does not involve the issuance of any additional shares to Gankaku as part of the settlement amount. The Settlement settles all matters pertaining to the Gankaku complaint and litigation, and we no longer owe Gankaku any further consideration. As per the Settlement Agreement, both parties mutually released one another from any and all claims. As a result of this settlement, the Company paid Gankaku $100,000 of principal and $21,976 of accrued interest.

The Company recorded interest expense of $1,447 and $4,950 for the three and six months ended November 30, 2021, and 2020, respectively, and, $6,520 and $13,111 for the three and six months ended November 30, 2020, respectively. The total amount of accrued and unpaid interest expense on the Second Note Offering as of November 30, 2021 and May 31, 2021 was $0 and $40,693, respectively.

On October 8, 2021, the Second Offering Note holders converted the full balance of their Notes of $225,643, including accrued interest of $45,643, into an aggregate of 2,098,181 shares of the Company’s common stock at prices ranging from $0.05 per share to $0.10 per share, 43,102 of the Company’s Preferred C shares and cash payments totaling $27,002. As a result of this transaction, the Company recorded finance costs of $8,791. The Second Offering Notes have been considered paid in full by the conversions. As of January 14, 2022, the Company has not paid the cash payment due under the conversion agreements.

As of November 30, 2021, and May 31, 2021, the outstanding principal balance of the Second Note Offering Notes was $27,002 and $280,000, respectively.

The 2022 Notes:

On June 7, 2021, the Company issued a Convertible Promissory Note, in the principal amount of $55,000 which matures on June 7, 2023. The note bears interest at an annual rate of 8% which is due on maturity. The note was issued with a 10% original issue discount. The note may be converted into the Company’s common stock at a conversion price equal to $0.10 per share or 70% of the average closing price on the primary trading market on which the Company’s common stock is quoted for the last ten (10) trading days immediately prior to but not including the conversion date, whichever is lower (the “Conversion Price”). The Company recorded interest expense of $1,097 and $1,025 during the three and months ended November 30, 2021, respectively.

On October 6, 2021, the Company issued a Convertible Promissory Note, in the principal amount of $10,000 which matures on October 6, 2022. The note is unsecured, bears interest at an annual rate of 10% and has maturity date of October 6, 2022. As consideration for the Note, the Company issued 200,000 of the Company’s common stock at $0.821. As a result of this transaction, Company recorded $16,420 as a capitalized deferred financing cost and during the three and six months ended November 30, 2021, the Company recorded amortization expense of $2,053 and $2,053, respectively. During the three and six months ended November 30, 2021, the Company recorded interest expense of $151 and $151, respectively. On November 30, 2021, accrued interest on the note amounted to $151.

As of November 30, 2021, and May 31, 2021, the outstanding principal balance of the 2022 Notes was $65,000 and $0, respectively.

The 2021 Notes:

On March 19, 2021, the Company issued three (3) convertible Notes to three (3) investors. The aggregate principal amount of the Notes is $77,000, which includes an original issue discount (“OID”) amount that totals $7,000. The OID was recorded as a finance cost on the date the Note were issued.

The 2021 Notes bear interest at an annual rate of 8% and each has a maturity date of December 19, 2021. As consideration for the 2021 Notes, the Company issued 450,000 shares of the Company’s common stock at prices ranging from $0.84-$0.85 per share. As a result of this transaction the Company recorded deferred finance costs of $38,100 during the year ended May 31, 2021, which is being amortized over the life of the note. The Company recorded amortization expense of $12,700 and $25,4000 during the three and six months ended November 30, 2021, respectively. As of November 30, 2021 and May 31, 2021, the amount of unamortized capitalized finance costs amounted to $4,233 and $29,633, respectively. As of November 30, 2021 and May 31, 2021, the outstanding balance of the 2021 Notes was $77,000 and $77,000, respectively.

The 2020 Notes:

On September 10, 2019, the Company issued a Convertible Promissory Note, in the principal amount of $110,000 which matures on September 9, 2020. The note bears interest at an annual rate of 10% and is due on maturity. The note was issued with a 10% original issue discount. On or after the maturity date, the note may be converted into the Company’s common stock at a conversion price equal to $0.75 per share or 70% of the average closing price on the primary trading market on which the Company’s common stock is quoted for the last thirty (30) trading days immediately prior to but not including the conversion date, whichever is lower (the “Conversion Price”). Upon the occurrence of any Event of Default, as defined by the note, then the conversion price shall be reduced to a price of $0.60 per share or 56% of the average closing price on the primary trading market on which the Company’s common stock is quoted for the last thirty (30) trading days, whichever is lower. As additional consideration for the funding of the note, the Company has issued an aggregate of 33,000 restricted shares of the Company’s common stock as of the date of the note at $0.54 per share. As a result of this transaction, the Company recorded deferred finance costs totaling $28,820, which has been fully amortized over the life of the note. The Company received a notice of default and breach of contract notice from the Note Holder. The default annual interest rate is 20%.

The Company recorded interest expense of $5,485 and $11,030 during the three and six months ended November 30, 2021, respectively, and $4,804 and $10,808 during the three and six months ended November 30, 2020, and 2020. As of November 30, 2021, and May 31, 2021, the outstanding balance of the Note was $110,000 and $110,000, respectively.

On December 14, 2020, the Company received a Complaint from the note holder, L & H, Inc. (“L&H”) filed in the First Judicial District Court of Nevada, Carson City, alleging breaches of contract regarding the Company’s failure to repay amounts due or failing to issuing shares upon demand and breach of implied covenant of good faith and fair dealing in connection with the $110,000 September 10, 2019, Convertible Promissory Note between L&H and the Company. The Complaint seeks an unspecified amount of damages representing the balance of the unconverted debt and penalties. Prior to the Complaint, the Company attempted to negotiate a settlement with L&H. The Company will answer the Complaint and attempt to negotiate a settlement with L&H but cannot assure the outcome of any attempted settlement, or the litigation.

On September 23, 2019, the Company issued a 10% Convertible Redeemable Note, in the principal amount of $287,500 which matures on September 23, 2020. The note bears interest at an annual rate of 10% and is due on maturity but may be paid during the term of the note in Company common stock. Any portion of the principal amount note may be converted into the Company’s common stock at a conversion price equal to 60% of average of 2 lowest closing days with 15-day lookback, based on conversion notice date. The proceeds of the note were reduced by $37,500 to pay for management fees and legal services. As a result of this transaction, the Company recorded a derivative liability of $122,174 and a deferred finance cost totaling $159,674, which is being amortized over the life of the note. During the years ended May 31, 2021, and 2020, the Company recorded amortization of the deferred finance cost of $59,879 and $99,795, respectively. Also, the Company recorded credit changes in the fair value of the derivative liability of $1,070 and $10,516 during the years ended May 31, 2021 and 2020, respectively. The Company recorded interest expense of $26,713 and $19,765 during the years ended May 31, 2021 and 2020, respectively. On May 28, 2020, the note holder converted $6,500 of principal and $438 of accrued interest into 564,072 shares of the Company’s common stock at $0.0123 per share, and, on June 15, 2020, the note holder converted $5,500 of principal into 666,590 shares of the Company’s common stock at $0.0103 per share.

On July 19, 2021, The Company and the note holder agreed to settle the outstanding balance of the 10% Convertible Redeemable Note whereby the note holder converted $213,878 of the note at the note’s applicable conversion price (10%) into 2,138,775 shares of the Company’s common stock and the remaining balance of the note ($111,665) was satisfied via the Company’s cash payment of $45,331 to be paid upon the closing of the borrower’s Series C Preferred financing and the Company issued the note holder, 66,333 shares of the Company’s Series C Preferred Shares. As of January 14, 2022, the company has not paid the cash payment due under the conversions, the amount due has been recorded in accrued expenses as of November 20, 2021.

As of November 30, 2021, and May 31, 2010, the outstanding balance was $0 and $275,500, respectively.

The 2019 Notes:

On October 29, 2018, the Company issued a Secured Promissory Note (“SPN”), in the principal amount of $131,250 which had an original maturity date of November 15, 2019. The SPN does not bear interest. The SPN was issued with a 5% original issue discount. Under the terms of the Note, the Company shall repay the SPN note holder in 12 equal monthly installments of $10,938 beginning December 15, 2018. As additional consideration for the funding of the SPN, the Company has issued an aggregate of 20,000 restricted shares of the Company’s common stock as of the date of the SPN at $1.60 per share and is obligated to issue an additional 20,000 shares, 180 days from the date of the SPN and an additional 20,000 shares, 270 days from the date of the SPN. As a result of this transaction, the Company recorded a deferred finance cost of $102,250, which is being amortized over the life of the SPN. On November 29, 2019, the maturity date of the note was extended to November 15, 2020. All other terms of the note remain the same. In consideration for the extension of the maturity date, the Company issued 131,250 shares of the Company’s restricted common stock, at $0.25 per share, the closing market price per share. As a result, the Company has recorded an additional deferred finance cost of $32,813, all of which has been fully amortized over the life of the note. As of November 30, 2021, the Company had not paid any of the monthly installments.

On October 8, 2021, the Note holder converted the full balance of the Note of $131,350 into an aggregate of 1,312,500 shares of the Company’s common stock at $0.05 per share, and 65,625 of the Company’s Preferred C shares. The Note has been considered paid in full by the conversions.

As of November 30, 2021 and May 31, 2021, the outstanding balance of the note was $0 and $131,250, respectively.

On February 27, 2019, the Company issued a Secured Note (“SN”), in the principal amount of $312,500 which had an original maturity date of February 27, 2020. The SN does not bear interest. The SN was issued with a 20% original issue discount. Under the terms of the SN, the Company shall repay the SN note holder in 12 equal monthly installments of $26,042, beginning in March 2019. As additional consideration for the funding of the SPN, the Company has issued an aggregate of 50,000 restricted shares of the Company’s common stock as of the date of the SN at $2.0495, and the Company recorded a charge to finance expense in the amount of $102,475. In addition, as a result of this transaction, the Company recorded a deferred finance cost of $62,500, which has been fully amortized as of November 30, 2021.

On December 23, 2019, the Company and a Note Holder agreed to amend the Secured Note dated February 27, 2019 because of three amortization payment failures that have occurred since the original date of the Secured Note.

As a result of the amendment, (1) the Company shall issue 50,000 restricted common stock shares to the Note Holder; (2) Through January 31, 2020 (the “30 Day Period), the Note Holder will not issue any notices, demands, or otherwise or file any lawsuits regarding any alleged breach of the Secured Note or the SPA; (3) During the 30 Day Period, the Note Holder shall have the right to convert up to $39,063 (which amount equals the Monthly Principal Amortization Amount, as defined in the Secured Note times 1.5 (plus a conversion fee of $750 for each conversion amount) at a conversion price of $0.10 per share; (4) The Company shall bring the Note current during the 30 Day Period; (5) Should the Company fail to bring the Note current within the 30 Day Period, the Note Holder may elect to exercise its conversion rights for an additional 30 day period of between January 31, 2020 to February 28, 2020 (the “Second 30 Day Period”) as a follow on conversion after the 30 Day Period for the principal amount equal to or greater than $39,063, each such conversion of which shall reduce the principal amount then owed; and, (6) Should the Note Holder elect to proceed with the Second 30 Day Period, the Note Holder agrees to extend the Forbearance for the Second 30 Day Period. As of February 28, 2021, the 50,000 shares of restricted common stock have not been issued, and, the Note Holder has not exercised his conversion rights. In October 2020, the Company received notice from the Note Holder that, under the terms of the Note, the Note Holder is entitled to default principal and fees aggregating $111,422, which has been recorded as a finance expense during the year ended May 31, 2021. On May 20, 2021, the Company and the noteholder reached a settlement agreement whereby the Company agreed to pay the noteholder $24,000 and the noteholder would convert $260,000 of the principal and accrued interest of the note into 2,600,000 shares of the Company’s common stock. The shares were issued on June 2, 2021, and as of November 30, 2021, the Company has not paid the $24,000 due under the agreement. The outstanding balance of the note at November 30, 2021 and May 31, 2021 was $122,980 and $122,980, respectively.

On March 21, 2019, the Company issued a 2nd Secured Note (“2-SN”), in the principal amount of $312,500 which had an original maturity date of March 21, 2020. The 2-SN does not bear interest. The 2-SN was issued with a 20% original issue discount. Under the terms of the SN, the Company shall repay the 2-SN note holder in 12 equal monthly installments of $26,042 beginning in April 2019. As additional consideration for the funding of the SN, the Company has issued an aggregate of 50,000 restricted shares of the Company’s common stock as of the date of the 2-SN at $1.825, and, as a result of this transaction, the Company recorded a charge to finance expense in the amount of $91,250. In addition, as a result of this transaction, the Company recorded a deferred finance cost of $62,500, all of which has been fully amortized as of August 31, 2021.

Since execution date of the 2-SN, the Company made two scheduled payments aggregating $52,083. On October 30, 2019, in order to avoid default under the note for any further missed payments, the Company and the 2-SN note holder have agreed to a series of amendments to the 2-SN which, (i) increase the principal due under the 2-SN by a total of $55,000, which has been recorded as a finance cost during the year ended February 28, 2021, (ii) the Company paid $28,000, and (iii) the Company shall repay the remaining unpaid principal due on the 2-SN note in 7 equal monthly installments of $41,059 beginning on November 30, 2019. As of February 28, 2021, the Company has not made an installment payment. The series of amendments to the 2-SN was treated as an extinguishment of the old 2-SN and an issuance of a new 2-SN. As a result of the extinguishment of the old 2-S, the Company has recorded an additional charge to finance expense in the amount of $19,121, during the year ended May 31, 2020, the amount of which represented the remaining balance of the unamortized 20% original issue discount as of October 30, 2019, the date of the most recent amendment.

On December 18, 2019, the Note Holder converted $20,000 of the outstanding debt into 307,692 shares of the Company’s common stock at $0.065 per share and the maturity date of the Note was extended to May 31, 2020. On March 20, 2020, the Note Holder converted $22,500 of the outstanding debt into 450,000 shares of the Company’s common stock at $0.05 per share, on May 28, 2020, the Note Holder converted $5,130 of the outstanding debt into 570,000 shares of the Company’s common stock at $0.009 per share, on June 15, 2020, the Note Holder converted $4,894 of the outstanding debt into 675,000 shares of the Company’s common stock at $0.0073 per share, and, on July 7, 2020, the Note Holder converted $6,525 of the outstanding debt into 900,000 shares of the Company’s common stock at $0.00725 per share. During the three and six months ended November 30, 2021, the Company recorded interest expense of $10,248 and $20,609, respectively. As of November 30, 2021 and May 31, 2021, the outstanding balance of the note was $228,368 and $228,368, respectively.

As of November 30, 2021, future principal payments of the convertible notes payable were approximately as follows:

For the twelve months ending November 30,
2022		$	630,350

Note 12 – LINES OF CREDIT

In April 2017, the Company entered ~~three~~a credit ~~lines~~ line with a small business lender that allows the Company to borrow up to $35,000 and bears interest at 6% per annum. The ~~facilities~~facility ~~require~~ requires monthly payments of principal and interest. On ~~November~~February 3028, ~~2021~~2022, the aggregate outstanding balance was $336,~~494~~602. ~~On May 31, 2021 the aggregate outstanding balance was $37,849.~~

Life On Earth, Inc.

Notes to Condensed Financial Statements

For the nine months ended February 28, 2022

(Unaudited)

Note 13 – CAPITAL STOCK

As of ~~November~~February 3028, ~~2021~~2022, the authorized common ~~stock~~ stock of the Company was 200,000,000 shares of common stock, $0.001 par value per share, and 10,000,000 shares of preferred stock, $0.001 par value per share. At November 30, 2021 there were 1,300,000 shares of Series A preferred stock outstanding; 100,000 shares of shares of Series B preferred stock outstanding; and, 1,135,224 shares of Series C preferred stock outstanding and, pursuant to the SA acquisition agreement, 210,000 shares of the Company’s preferred D shares were issued and outstanding.

~~On November 11, 2019, the Board of Directors and a majority of the voting power approved a resolution to effectuate a 5:1 Reverse Stock Split. Under this Reverse Stock Split each 5 shares of our~~ Common Stock were automatically converted into 1 share of Common Stock. To avoid the issuance of fractional shares of Common Stock, the Company issued an additional share to all holders of fractional shares. In addition, as discussed below, the Board of Directors and the holders of a majority of the voting power approved a resolution to effectuate an increase in authorized Shares of Common Stock from One Hundred million (100,000,000) to Two Hundred million (200,000,000) shares of common stock, $0.001 par value. The Company received approval from FINRA on March 25, 2020 and, on that date, the reverse stock split became effective

~~The~~At ~~number~~February ~~of authorized~~28, ~~issued,~~2022 ~~and~~there ~~outstanding~~were 71,822,753 ~~and available shares of~~ common shares ~~as of March 25, 2020, immediately after the reverse stock split was approved by FINRA are disclosed in the table below:~~outstanding.

	Authorized Shares of Common Stock	Number of Issued and Outstanding Shares of Common Stock	Number of Shares of Common Stock Available in Treasury for Issuance
As of March 25, 2020, Pre-Increase in Authorized and Reverse Stock Split	100,000,000 shares of Common Stock	46,937,678 shares of Common Stock	53,062,322 shares of Common Stock
As of March 25, 2020, Post- Increase in Authorized and Reverse Stock Split	200,000,000 shares of Common Stock	9,387,536 shares of Common Stock	190,612,464 shares of Common Stock

Shares of common stock issued for services

The Company issues shares of common stock in exchange for financing and services provided by select individuals and or vendors. During the nine months ended February 28, 2022, and 2021 the Company issued 2,581,592 and 0 shares, respectively. The shares were issued at prices ranging from $0.07 to $0.156 per share.

Also, on February 4, 2022, the Company issued shares of common stock and Series C preferred shares to members of the Board of Directors at par value in exchange for services provided. The following table summarizes the shares issued to the members of the Board of Directors. The difference between the fair value of the shares acquired and the acquisition price has been recognized as officers’ compensation in the statement of operations for the nine months ended February 28, 2022


	Number of Shares Acquired						Acquisition Price						Compensation
	Common Stock		Series C Preferred		Common Stock Consideration Shares		Common Stock		Series C Preferred		Common Stock Consideration Shares		Common Stock		Series C Preferred		Common Stock Consideration Shares		Total
Robert Gunther		2,678,672		327,393		654,786	$	2,678	$	327	$	—	$	204,115	$	327,066	$	50,549	$	581,731
Juan Carlos Romagossa		2,815,279		344,090		688,180	$	2,815	$	344	$	—	$	214,525	$	343,746	$	53,127	$	611,398
Fernando Leonzo		3,019,602		369,062		738,124	$	3,020	$	369	$	—	$	230,093	$	368,693	$	56,983	$	655,769
Mahmood Kahn		3,989,624		487,621		975,242	$	3,990	$	486	$	—	$	304,009	$	487,135	$	75,289	$	866,433
		12,503,177		1,528,166		3,056,332	$	12,503	$	1,526	$	—	$	952,742	$	1,526,640	$	235,949	$	2,715,331

Preferred Stock

Pursuant to the provisions of Section 151 of the Delaware General Corporation Law, the Company created new Preferred Series classes of shares out of the already 10 million shares of Preferred Stock authorized in the Company’s Certificate of Incorporation. The Company already, since its inception, had designated and issued a Class A Series of Preferred Stock consisting of one million three hundred thousand shares (1,300,000), $0.001 par value share. On ~~April~~February 2228, ~~2020~~2022, the ~~Company~~following ~~designated a new Series B Preferred are for a total of two hundred fifty thousand~~ shares ~~(250,000), $0.001 par value per share, to be designated as Series B Preferred Stock. On December 8, 2020, the Company designated a new Series C Preferred are for a total~~ of ~~three million shares (3,000,000), $0.001 par value per share, to be designated as Series C Preferred Stock.~~preferred Onstock ~~May~~were ~~10, 2021, the Company designated a new Series D Preferred are for a total of two hundred ten thousand shares (210,000), $0.001 par value per share, to be designated as Series D Preferred Stock.~~outstanding:

Series A Preferred Stock

The Series A Preferred Stock has the following rights and privileges:

Holder
	Shares Outstanding
Fernando Oswaldo Leonzo		600,000
Robert Gunther		300,000
John Romagosa		200,000
Mahmood Kahn		100,000
Charles Scott		2,500,000
Total		3,700,000

~~Voting~~The –Series ~~One~~A ~~share~~Preferred ofShares ~~Series~~do Anot ~~Preferred~~have ~~Stock~~a ~~has~~liquidation ~~the~~preferences ~~equivalent~~or ~~voting~~a ~~rights~~preferred asdividend, but have 50-1 preferred ~~shares~~voting ~~of common stock~~rights.

Preferred shares outstanding Preferred Shares	November 30, 2020
	Shares Outstanding
Fernando Oswaldo Leonzo		600,000
Robert Gunther		300,000
Jerry Gruenbaum		100,000
John Romagosa		200,000
Mahmood Kahn		100,000
Total		1,300,000

The Series A Preferred Shares do not have liquidation preferences but have 50-1 preferred voting rights.

Series B Preferred Stock

Holders of Series B Preferred Shares have the following rights and privileges:


Holder	Number of Shares
J.Craig Holding Corp.		50,000
Massoud Toghraie		25,000
John Romagosa		25,000
Total		100,000

~~Voting -~~ The Series B Preferred Shares ~~shall~~ have no voting rights., are convertible at the election of the holder into common shares on the basis of a 25% premium to the 20 day VWAP price and have an annual cash dividend of 10 percent, payable quarterly

~~Conversion - The holders of Series B Preferred Shares shall have the rights to convert their Series B Preferred Shares into Common Stock shares.~~22

~~Dividends~~Life -On ~~The~~Earth, ~~Company shall pay the holders of Series B Preferred Stock a 10% annual cash dividend paid quarterly~~Inc.

The number of Preferred Series B shares outstanding as of November 30, 2021, were:
Holder	Number of Shares
J.Craig Holding Corp.		50,000
Massoud Toghraie		25,000
John Romagosa		25,000
Total		100,000

Notes to Condensed Financial Statements

30For the nine months ended February 28, 2022

(Unaudited)

Series C Preferred Stock

The Company has designated 3,000,000 shares of Series C Preferred Stock, par value $0.001 per share.


Preferred C Shares - Outstanding as of February 28, 2022
Holder	Number of Shares
Dr. Anshu Sharma, M.D.	150,000
Mahmood Kahn	111,000
W.S. Gamble	20,000
Quick Capital LLC	100,000
Juan R Romagosa	30,500
Axon Capital Management, Inc.	28,000
Odyssey Capital	66,333
Robert Ley	9,612
Jesus Rodriguez	9,142
John Carlos Romagosa	13,201
Masoud Taghraie	65,625
Shircoo	481,796
Robert Gunther	327,393
Mahmood Kahn	487,621
John Carlos Romagosa	344,090
Fernando Leonzo	369,062
Total	2,613,375

The Company has designated 3,000,000 shares of Series C Preferred Stock, ~~does~~par ~~not~~value ~~have liquidation~~$0.001 ~~preferences~~per share. The Series C Preferred Stock ~~has~~does not have liquidation preferences. has no voting rights except toon ~~the~~conversion, ~~extent~~and ~~that~~carries ~~they~~a ~~hold~~preferred ~~Common~~annual ~~Stock~~cash ~~Shares~~dividend ~~from conversion,~~of in10% ~~which~~payable ~~case~~quarterly. ~~each~~The ~~Common~~Series C Preferred Stock ~~share~~are ~~will~~convertible beat ~~equal~~the toelection ~~one~~of ~~vote.~~the ~~The~~holder ~~Company~~into ~~shall~~common ~~pay~~shares on the ~~holders~~basis of ~~Series C Preferred Stock~~ a 1025% ~~annual~~premium ~~cash~~to ~~dividend~~the ~~paid~~10 ~~quarterly.,~~day ~~$1,135,224~~VWAP ofprice ~~our~~with a ~~Series~~$0.10 ~~C Preferred Stock are issued and outstanding~~floor.

Preferred C Shares - Outstanding as of November 30, 2021:
Holder:
Dr. Anshu Sharma, M.D.			150,000
Mahmood Kahn, Company CEO			111,000
Rafael Collado			50,000
Axon Capital Management, Inc.			28,000
W. S. Gamble			20,000
Quick Capital			100,000
Odyssey Funding LLC			66,333
Juan Romagosa, Company President			43,708
Shircoo			481,804
Robert Ley			9,612
Jesus Rodriguez			9,142
Masoud Toghraie			65,625
Total			1,135,224

Series D Preferred Stock

WeThe ~~have~~Company has designated 210,000 shares of Series D Preferred Stock, par value $0.001 per share. As of ~~November~~February 3028, ~~2021~~2022, ~~210~~16,~~000~~236 shares of ~~our~~ Series D Preferred Stock were ~~are~~ issued and outstanding due to the disposition of the SA subsidiary.

The Series D Preferred Stock does not have liquidation preferences. The Series D Preferred Stock has no voting rights except to the extent that they hold Common Stock Shares from conversion, in which case each Common Stock share will be equal to one vote. Each share of the Series D preferred stock converts into 10 shares of the Company’s common stock. The Series D Preferred Stock pays no dividend.

The number of Preferred Series D shares outstanding as of November 30, 2021 were:
Holder	Number of Shares
Amit Biyana		128,822
Twenty-two (22) minority shareholders of Smart Axiom, as a group		81,178
Total		210,000

Series E Preferred Stock

31The Company has designated 2,100,000 shares as Series E Preferred Stock to be issued at the final closing of the CareClix Group acquisition. The Series E Preferred Shares have no voting rights, preferred dividend or liquidation preference but convert automatically into common stock at a 1 for 100 basis on the increase in authorized common stock in an amount sufficient to permit that conversion.

Common Stock

Shares of common stock have the following rights and privileges:

Voting – The holder of each share of common stock is entitled to one vote per share held. The holders of common stock are entitled to elect members of the Board of Directors.

Dividends – Common stockholders are entitled to receive dividends, if, and when, dividends are declared by the Board of Directors. The Company has not declared dividends since inception.

Shares of common stock issued for services

The Company issues shares of common stock in exchange for financing and services provided by select individuals and or vendors. During the six months ended November 30, 2021 and 2020 the Company issued 1,502,775 and 0 shares, respectively.

Warrants

Warrants outstanding

			November 30, 2021				November 30, 2020
			February, 28 2022				May 31, 2021
			Weighted				Weighted
			Average				Average
	Warrants		Exercise price		Warrants		Exercise price
Exercisable – June 1,		~~149,000~~---	$	~~4.25~~---		349,000	$	4.25
Exercised		—		—		—		—
Expired		~~149,000~~	$	~~4.25~~---		—		—
Outstanding		-		-		349,000	$	4.25
Exercisable – at end of period		-				349,000	$	4.25

3223

Life On Earth, Inc.

Notes to Condensed Financial Statements

For the nine months ended February 28, 2022

(Unaudited)

Note 14 - COMMITMENTS AND CONTINGENCIES

InOn ~~connection~~October ~~with~~21, ~~the acquisition of ESD~~2021, ~~the~~a ~~Company~~judgment ~~assumed~~was aentered ~~lease~~against ~~for~~the ~~approximately~~Company ~~13,000~~and ~~square~~in ~~feet~~favor of ~~warehouse~~a ~~space~~former ~~located~~employee. inUnder ~~Gilroy,~~the ~~California~~terms atof athe ~~base~~judgment, ~~rent~~the ofCompany ~~$5,248~~is ~~per~~required ~~month.~~to ~~The~~(i) ~~lease~~pay ~~terminates~~the onformer ~~June~~employee ~~30,~~a ~~2021.~~total Inof ~~addition~~$60,000 ~~the~~of ~~Company~~scheduled ~~entered~~payments, ~~into~~(ii) anissue ~~employment~~the ~~agreement~~former ~~with~~employee ~~a general manager~~500,000 ~~for~~shares ~~a period~~ of ~~one~~the ~~year~~Company’s common stock at ~~a cost of~~ $~~58,000~~0.10 ~~The~~per ~~employment~~share ~~agreement~~and, ~~expired~~(iii) inpay ~~July~~legal ~~2017.~~fees ~~During~~of ~~the~~up ~~year~~to ~~ended~~$8,923 ~~May~~in ~~31,~~scheduled ~~2020,~~payment to the ~~Company~~former ~~shut down ESD~~employee’s ~~operations~~attorney. The As500,000 ~~part~~shares of ~~this shut down,~~ the Company’s ~~and~~common ~~the~~stock ~~landlord~~were ~~agreed~~issued to ~~find a new tenant for~~ the ~~facility.~~former ~~The landlord~~employee ~~has~~on ~~leased~~October ~~the~~21, ~~property~~2021 toand aas ~~third~~of ~~party~~February 28, ~~and~~2022, the Company’s ~~obligation~~is ~~under~~current ~~the~~in ~~lease~~payments ~~ended~~with ~~effective~~respect ~~August~~to 1,the ~~2019~~judgment.

~~Rent~~On ~~expense~~March 16, ~~for~~2021, we received a complaint filed by Anshu Sharma and Aditya Sharma against the ~~six~~Company ~~months~~and ~~ended~~the ~~November~~Company's 30officers/directors in the County of Hennepin, Minnesota (District Court; Fourth Judicial District) in connection with our agreement regarding an investment ~~2021~~by ~~and~~the ~~2020~~Plaintiffs in our Preferred C Shares. On March 29, ~~respectively~~2021, ~~totaled~~we ~~$10~~filed “Defendant’s Joint Motion to Dismiss” to dismiss the complaint. The Company believes that there is no merit to the complaint,~~550~~ and ~~$565~~it intends to vigorously defend this matter. On February 22, ~~respectively~~2022 the Court dismissed the case.

On November 20, 2019, a Complaint was filed with the Superior Court-Judicial District of New Haven by a former employee, naming the Company as Defendant. The Complaint claims that the Company owes the former employee back wages of $60,000 and unpaid expenses of $20,000, which were due to be paid to the former employee upon his termination from the Company on November 1, 2019, in accordance with an employment agreement dated November 18, 2018. The Company has responded that the employee was terminated for cause and, as such, no longer obligated under the terms of the employment agreement. As of August 17, 2020, the parties have not engaged in extensive discovery or any substantial motion practice and no trial date has been set. In addition to the back wages of $60,000, severance of $45,000 and unpaid expenses of $20,000, the Company has recorded legal expenses of $15,000 during the year ended May 31, 2020, as a result of receiving the Complaint.

On October 21, 2021, a judgement was entered against the Company and in favor of the former employee. Under the terms of the judgement, the Company shall, (i) pay the former employee a total of $60,000 of scheduled payments, (ii) issue the former employee 500,000 shares of the Company’s common stock at $0.10 per share and, (iii) pay legal fees of up to $8,923 in scheduled payment to the former employee’s attorney. The 500,000 shares of the Company’s common stock were issued to the former employee on October 21, 2021 and as of November 30, 2021, the Company is current in their payments with respect to the judgement.

On March 23, 2021, the Company and Redstart Holdings Corp (“Redstart”) settled litigation in connection with a complaint by Redstart in the Supreme Court of Nassau County, New York alleging events of default under the terms of 2 Convertible Notes of which Redstart was the Holder. In connection with settlement of the litigation, Redstart filed a motion to dismiss their complaint against the Company with prejudice, which settles all matters pertaining to the Redstart litigation and complaint. The Company no longer owes Redstart any further consideration. As per the Settlement Agreement, both parties mutually released one another from any and all claims.

On March 16, 2021, we received a complaint filed by Anshu Sharma and Aditya Sharma against the Company and the Company's officers/directors in the County of Hennepin, Minnesota (District Court; Fourth Judicial District) in connection with our agreement regarding an investment by the Plaintiffs in our Preferred C Shares. On March 29, 2021, we filed “Defendant’s Joint Motion to Dismiss” to dismiss the complaint. The Company believes that there is no merit to the complaint, and it intends to vigorously defend this matter.

Note 15 - INCOME TAXES

The deferred tax attributes consist of the following:

	November 30, 2021			May 31, 2021
	February 28, 2022			May 31, 2021
Net operating loss carryforward	$	5,~~029~~805,000		$	4,743,000
Stock based compensation		1,392,000			1,327,000
Valuation allowance		(67,~~421~~197,000	)		(6,070,000	)
Deferred tax asset, net	$	—		$	—

During the ~~six~~nine months ended ~~November~~February 3028, ~~2021~~2022, ~~the~~ the valuation allowance increased by approximately $~~351~~1,127,000.

On December 22, 2017, the enactment date, the Tax Cuts and Jobs Act (“Act”) was signed into law. The Act enduringly reduces the top corporate tax rate from 35 percent to a flat 21 percent beginning January 1, 2018 and eliminates the corporate Alternative Minimum Tax. The Company has adjusted its deferred tax calculations to reflect this reduction in its tax rate.

The deferred tax asset differs from the amount computed by applying the statutory federal and state income tax rates to the loss before income taxes. The sources and tax effects of the differences are as follows:

Effective Income Tax Rate Reconciliation
	November 30, 2021			May 31, 2021
	February 28, 2022			May 31, 2021
Federal Rate		21	%		21	%
State Rate		6	%		6	%
Valuation Allowance		(27	)%		(27	)%
Effective income tax rate		0	%		0	%

As of ~~November~~February 3028, ~~2021~~2022, the Company has net ~~operating~~ operating loss carryforwards of approximately $1720,~~800~~600,000 to reduce future federal and state taxable income; however, due to the acquisition of the CareClix Group and resulting change of control, the future benefit of any net operating losses may be limited or eliminated.

The Company currently has no federal or state tax examinations in progress, nor has it had any federal or state examinations since its inception. All of the Company’s tax years are subject to federal and state tax examinations

Note 16 - ~~RELATED~~- ~~PARTY~~SUBSEQUENT ~~TRANSACTIONS~~EVENTS

InEffective ~~October~~April ~~2013~~4, 2022, the Company ~~signed a distribution~~subsidiary, ~~agreement with Gran Nevada Beverage~~CareClix, Inc., ~~(“Gran~~entered ~~Nevada”),~~into an ~~entity~~SaaS ~~related~~contract ~~through~~with ~~common~~GlobeMed ~~management and ownership~~Ltd. ~~During the six months ended November 30~~, ~~2021, and 2020,~~ the ~~Company~~largest ~~sold $0 and $0 respectively. These products were produced by a~~ third party ~~copacker~~ ~~and~~benefits ~~were~~administrator ~~not~~in ~~purchased~~the ~~from~~Middle ~~Gran Nevada~~East. ~~The availability of third party copackers that can produce an Horchata are limited,~~ ~~and~~See itForm ~~directly impacts sales. As there is currently no co~~8-~~packing~~K ~~available~~filed ~~for~~with ~~this product~~ the ~~Company~~SEC ~~does~~on ~~not~~April ~~know~~11, ~~if they will be able to produce this product again in the future~~2022.

3424

~~Note~~ITEM 172. -MANAGEMENT’S ~~SUBSEQUENT~~DISCUSSION ~~EVENTS~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD LOOKING STATEMENTS

~~During~~This Form 10-Q contains forward-looking statements rather than historical facts that involve risks and uncertainties. You can identify these statements by the ~~period~~use ~~December~~of 1forward- looking words such as “may,” ~~2021~~“will,” ~~through~~“expect,” ~~January~~“anticipate,” “estimate,” “continue” 14or other similar words. Such forward-looking statements discuss our current expectations of future results of operations or financial condition. However, ~~2021~~there may be events in the future that we are unable to accurately predict or control and there may be risks, uncertainties and events that may cause our actual results to differ materially from the ~~Company~~expectations ~~issued~~we 0describe ~~shares~~in our forward-looking statements, which could have a material adverse effect on our business, operating results and financial condition. The forward-looking statements included herein are only made as of ~~its~~the ~~common~~date ~~stock~~of the filing of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

OnBASIS ~~December~~OF 17, 2021, the Company entered into a Stock Purchase Agreement (the “Agreement”) with CareClix Holdings, Inc., a Florida corporation (“SOLI”). On December 31, 2031, under the terms of a Management Operating Agreement, we agreed to a partial closing of the transaction set forth in the SPA (the “Transaction”) with the final closing to occur on the effectiveness of a registration statement for the Company’s shares to be issued as part of the consideration.PRESENTATION

InThe ~~the~~unaudited ~~partial~~condensed ~~closing,~~financial statements ~~the~~of ~~Company~~Life ~~acquired~~on ~~100%~~Earth, ~~ownership~~Inc. ofshould ~~the~~be ~~operating~~read ~~subsidiaries~~in ofconjunction ~~SOLI,~~with ~~which~~the ~~include~~notes ~~CareClix, Inc~~thereto., aIn ~~Virginia~~the ~~corporation,~~opinion ~~CareClix Services,~~of ~~Inc.~~management, athe ~~Florida~~unaudited ~~corporation,~~condensed financial ~~MyCareClix,~~statements ~~Inc.,~~presented aherein ~~Florida~~reflect ~~corporation,~~all ~~and~~adjustments ~~CareClix~~(consisting ~~RPM,~~only ~~Inc.,~~of anormal ~~Florida~~recurring ~~corporation~~adjustments) ~~(collectively, the~~necessary ~~“CareClix~~for ~~Group”),~~fair presentation. inInterim ~~exchange~~results weare ~~will~~not ~~issue~~necessarily ~~the~~indicative ~~following~~of ~~securities~~results to ~~the~~be ~~common~~expected ~~shareholders~~for ofthe ~~SOLI:~~entire year.

~~50,000,000 shares~~We ofprepare ~~the~~our ~~Company’s~~financial ~~common~~statements ~~stock;~~in ~~and shares of a new class of preferred stock to be designated as Series E Preferred Stock.~~accordance ~~The~~with ~~shares~~accounting ofprinciples ~~Series~~generally Eaccepted ~~Preferred~~in ~~stock to be designated and issued to~~ the ~~shareholders~~United States of ~~CareClix shall be up to approximately 2~~America,~~100,000 Series~~ Ewhich ~~Preferred~~require ~~shares~~that ~~with~~management amake ~~convertibility~~estimates ~~ratio, under the current share structure, of 100 to 1 into our shares of common stock~~and ~~with~~assumptions ~~conversion~~that ~~occurring~~affect ~~automatically~~reported ~~when~~amounts. ~~our~~Actual ~~Articles~~results ofcould ~~Incorporation~~differ ~~have~~from ~~been~~these ~~amended to authorize sufficient common shares for the conversion~~estimates.

~~4,000,000 shares~~COMPANY of the Company’s Series A Preferred Stock, over a period of time, to Mr. Charles Scott, the Chairman and majority shareholder of SOLI, with 2,500,000 shares issued at the December 31, 2021 partial closing, 600,000 shares to be issued 45 days after closing, and 900,000 shares to be issued 90 days after closing. Shares of the Company’s Series A Preferred Stock, which are not convertible and do not receive dividends, are entitled to cast 50 votes per share on all matters submitted to the vote or consent of the Company’s shareholders.OVERVIEW

~~Upon~~Life ~~the~~On ~~final~~Earth, ~~closing~~Inc. is a cloud enterprise software developer/ provider that enables rapid innovation to keep enterprise operations safe, compliant and manageable. The Company’s products offered are designed to help organizations innovate and modernize legacy systems while minimizing cost and risk of ~~the~~business ~~Transaction~~disruptions and ensure regulatory compliance. Through its recent acquisition of SmartAxiom, Inc., the ~~former~~Company now ~~shareholders~~has the capabilities of ~~SOLI~~offering ~~will~~software ~~hold~~that ~~approximately~~manages ~~seventy~~and ~~percent~~secures the Internet-of-Things (IoT) through patented, lite blockchain technology running among those devices at the ~~Company’s~~edge ~~issued~~of the Internet and ~~outstanding~~enabling them to defend ~~common~~themselves. ~~equity~~Our onpeer-to-peer adistributed ~~fully~~ledgers ~~diluted~~improve ~~basis~~security, latency, reliability and ~~will~~manageability. ~~hold~~We have uniquely created, through our SmartAxiom subsidiary, the ~~majority~~endpoint-to-cloud blockchain solution, while our IoT Smart Contracts allow for process intelligence and management of the ~~Company’s~~process. ~~total~~The ~~shareholder~~SmartAxiom ~~voting~~technology ~~power~~is proving value in verticals such as smart buildings, manufacturing lines and shipment tracking. It interoperates with enterprise systems such as IBM Blockchain and Microsoft Azure and is proven on many ARM and Intel based microcontrollers such as those from Intel, NXP, Renesas, Marvell, and Broadcom.

The ~~final~~Company ~~closing of~~previously ~~the~~was ~~Transaction~~a isbrand ~~subject~~accelerator and toincubator ~~the~~Company ~~effectiveness~~that ofwas afocused ~~registration statement~~ on ~~Form~~building ~~S-4~~and toscaling beconcepts ~~filed~~in ~~registering~~ the ~~issuance~~natural ofconsumer ~~the Company’s~~products ~~shares~~category of(“CPG”). During ~~common~~the ~~stock~~year ~~and~~ended ~~issuance~~May of31, 2021, the Company’s ~~shares~~discontinued ofthe ~~Series~~wholesale Ebeverage ~~Preferred~~distribution ~~Stock~~operations, toand the ~~common~~Company ~~shareholders~~announced ofits ~~CareClix.~~intention ~~The~~divest ~~Company~~away isfrom ~~undertaking~~its tobusiness ~~file~~as ~~the~~a SConsumer-4Packaged ~~registration~~Goods ~~statement~~(“CPG”) Company. Accordingly, ~~which~~the ~~will~~Company’s results beof ~~filed~~operations asfor ~~soon~~the asyear aended ~~pending~~May ~~audit~~31, of2021, ~~the financial~~reflect ~~statements~~a ofcharge in the ~~acquired~~aggregate ~~CareClix~~amount ~~companies~~of ~~is completed.~~$786,436,

~~Pending~~On ~~the~~December ~~final~~17, ~~Closing~~2021, ~~SOLI~~ ~~and~~we ~~the~~entered ~~Company~~into ~~will complete the operational changes under~~ a ~~Management~~Stock Purchase ~~Operating~~ Agreement ~~effective~~(“SPA”) ~~December~~with 31CareClix Holdings, ~~2021~~Inc., soa ~~that the~~Florida ~~CareClix~~corporation ~~Group~~(“SOLI”) ~~and~~to ~~the~~acquire ~~Company~~four operating ~~can~~subsidiaries ~~begin~~of ~~acting~~SOLI. asOn aDecember ~~unit~~31, ~~pending~~2031, under the ~~effective~~terms ~~date~~ of ~~the~~a ~~S-4~~Management ~~registration~~Operating ~~statement~~Agreement, ~~and~~we ~~issuance by~~agreed ~~the~~to ~~Company~~a ofpartial closing ~~the remainder~~ of the ~~agreed~~transaction ~~consideration.~~set Inforth in the ~~event~~SPA ~~that~~with the final closing isto ~~not~~occur ~~completed~~on bythe ~~May~~effectiveness ~~31,~~of ~~2022,~~a ~~unless~~registration statement ~~extended~~for ~~by agreement, then~~ the ~~partial~~shares ~~closing~~to ~~will~~ be ~~rescinded,~~issued ~~and~~as part of the ~~CareClix~~consideration. ~~Group~~Although ~~will~~we beacquired ~~returned~~control toof ~~SOLI.~~the CareClix

AsIn ~~part of~~ the partial closing, we now own 100% ownership of the ~~transaction~~operating subsidiaries of SOLI, 2which include CareClix,~~500~~ Inc.,~~000~~ ~~shares~~a ofVirginia ~~Series~~corporation, ACareClix ~~voting~~Services, ~~preferred~~Inc., ~~stock~~a ofFlorida corporation, ~~LFER~~MyCareClix, ~~were~~Inc., ~~issued~~a toFlorida ~~the~~corporation, ~~current~~and ~~majority~~CareClix ~~shareholder~~RPM, ofInc., a Florida corporation (collectively, the “CareClix ~~Company~~Group”). asIn ~~part~~exchange for ownership of the ~~consideration.~~ CareClix Group, we will issue the following securities to the common shareholders of SOLI:

	1.	50,000,000 shares of our common stock;
	2.	2,100,000 shares of a new class of preferred stock to be designated as Series E Preferred Stock. The shares of Series E Preferred stock to be designated and issued to the shareholders of CareClix have a convertibility ratio, under the current share structure, of 100 to 1 into our shares of common stock with conversion occurring automatically when our Articles of Incorporation have been amended to authorize sufficient common shares for the conversion. The net effect of these two share issuance will be that shares of SOLI held before the transaction will be exchanged for our common shares on a 1 for 1 basis.

~~ITEM~~3. 4,000,000 shares of our Series A Preferred Stock, over a period of time, to Mr. Charles Scott, the Chairman and majority shareholder of SOLI, with 2,500,000 shares issued at the December 31, 2021 partial closing, 600,000 shares to be issued 45 days after closing, and 900,000 shares to be issued 90 days after closing. ~~MANAGEMENT’S~~The ~~DISCUSSIONS~~second ~~AND~~installment ~~ANALYSIS~~of OFSeries ~~FINANCIAL~~A ~~CONDITION~~shares ~~AND~~are ~~RESULTS~~to OFbe ~~OPERATIONS~~issued ~~FORWARD~~by ~~LOOKING~~February ~~STATEMENTS~~14, 2022 but have not yet been issued and the finsl installment is due to be issued by March 31`, 2022.. Shares of our Series A Preferred Stock, which are not convertible and do not receive dividends, are entitled to cast 50 votes per share on all matters submitted to the vote or consent of our shareholders.

This Form 10-Q contains forward-looking statements rather than historical facts that involve risks and uncertainties. You can identify these statements by the use of forward- looking words such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue” or other similar words. Such forward-looking statements discuss our current expectations of future results of operations or financial condition. However, there may be events in the future that we are unable to accurately predict or control and there may be risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements, which could have a material adverse effect on our business, operating results and financial condition. The forward-looking statements included herein are only made as of the date of the filing of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.25

~~BASIS~~Upon OFthe ~~PRESENTATION~~final closing of the Transaction, the former shareholders of SOLI will hold approximately seventy-frive percent of our issued and outstanding common equity on a fully diluted basis and will hold more than eighty-five percent of our total shareholder voting power.

The ~~unaudited~~final ~~condensed~~closing ~~consolidated~~of ~~financial~~the ~~statements~~Transaction is subject ofto ~~Life~~the Oneffectiveness ~~Earth,~~of ~~Inc.~~a ~~(the~~registration ~~“Company,”~~statement ~~“our”~~on orForm ~~“we”),~~S-4 ~~should~~to be ~~read~~filed inregistering ~~conjunction~~the ~~with~~issuance ~~the~~of ~~notes thereto.~~our Inshares ~~the~~of ~~opinion~~common stock and shares of ~~management,~~Series ~~the~~E ~~unaudited~~Preferred ~~condensed~~Stock ~~consolidated~~to ~~financial~~the ~~statements~~common ~~presented~~shareholders ~~herein~~of ~~reflect~~CareClix. ~~all~~We ~~adjustments (consisting~~are ~~only~~undertaking ofto ~~normal~~file ~~recurring~~the ~~adjustments)~~S-4 ~~necessary~~registration statement, ~~for~~which ~~fair~~will ~~presentation.~~be ~~Interim~~filed ~~results~~as ~~are~~soon ~~not~~as ~~necessarily~~a ~~indicative~~pending audit of ~~results to~~the befinancial ~~expected~~statements ~~for~~of the ~~entire~~acquired ~~year~~CareClix companies is completed.

WePending ~~prepare~~the ~~our~~final ~~financial~~Closing, ~~statements~~SOLI inand ~~accordance~~LFER completed ~~with~~the ~~accounting~~operational ~~principles~~changes ~~generally~~under ~~accepted~~the inManagement ~~the~~Operating ~~United~~Agreement ~~States~~effective ofDecember ~~America~~31, ~~which~~2021, ~~require~~so that ~~management~~the ~~make~~CareClix ~~estimates~~Group and ~~assumptions~~LFER ~~that~~began ~~affect~~acting ~~reported~~as ~~amounts~~a unit pending the effective date of the S-4 registration statement and our issuance of the remainder of the agreed consideration. ~~Actual~~The financial result of the CareClix subsidiaries will not be consolidated with our financial results ~~could~~until ~~differ~~the final ~~from~~closing ~~these~~but ~~estimates~~are reported on a pro forma basis in the Notes to the Financial Statements. See, Note 5.

~~COMPANY~~ CareClix ~~OVERVIEW~~Plan of Operations

~~Life~~We On Earth, Inc. is a cloud enterprise software developer/ provider that enables rapid innovation to keep enterprise operations safe, compliant and manageable. The Company’s products offered are designed to help organizations innovate and modernize legacy systems while minimizing cost and risk of business disruptions and ensure regulatory compliance. Through its recent acquisition of SmartAxiom, Inc., the Company now ~~has~~own the ~~capabilities~~CareClix ofGroup ~~offering software that manages and secures the Internet-~~of~~-Things~~ ~~(IoT) through patented, lite blockchain~~Companies ~~technology~~which ~~running~~specifically ~~among~~are: ~~those devices at the edge of the Internet and enabling them to defend themselves. Our peer-to-peer distributed ledgers improve security~~CareClix, ~~latency~~Inc, ~~reliability~~CareClix ~~and manageability. We have uniquely created~~Services, ~~through our SmartAxiom subsidiary~~Inc, ~~the endpoint-to-cloud blockchain solution~~MyCareClix, ~~while our IoT Smart Contracts allow for process intelligence and management of the process. The SmartAxiom technology is proving value in verticals such as smart buildings~~Inc, ~~manufacturing lines~~ and ~~shipment~~CareClix ~~tracking. It interoperates with enterprise systems such as IBM Blockchain and Microsoft Azure and is proven on many ARM and Intel based microcontrollers such as those from Intel~~RPM, ~~NXP, Renesas, Marvell, and Broadcom~~Inc.

The Company previously was a brand accelerator and incubator Company that was focused on building and scaling concepts in the natural consumer products category (“CPG”). During the year ended May 31CareClix, 2021, the Company discontinued the wholesale beverage distribution operations, and the Company announced its intention divest away from its business as a Consumer-Packaged Goods (“CPG”) Company. Accordingly, the Company’s results of operations for the year ended May 31, 2020, reflect a charge in the aggregate amount of $786,436,Inc:

OnCareClix, ~~November~~Inc ~~11,~~is ~~2019,~~a digital healthcare development company centered around the ~~Board~~CareClix® ofvirtual ~~Directors~~care ~~and~~management aplatform. The CareClix platform was originally created in 2012 ~~majority~~by ofphysicians ~~the~~for ~~voting~~physicians ~~power~~and, ~~approved~~throughout aits ~~resolution~~10-year tohistory, ~~effectuate~~development ahas ~~5:1~~been ~~Reverse~~led ~~Stock~~by ~~Split.~~licensed and anpracticing ~~increase~~physicians and inthe ~~authorized~~input ~~Shares~~ of ~~Common Stock~~our patients. This differentiates CareClix® from ~~One~~its ~~Hundred~~competitors. ~~million~~Currently ~~(100,000,000)~~the toCareClix® ~~Two~~virtual ~~Hundred~~telehealth platform ~~million~~is ~~(200,000,000)~~recognized ~~shares~~worldwide as one of ~~common~~the ~~stock,~~most ~~$0.001~~complete ~~par~~telehealth ~~value.~~platforms ~~The~~for ~~Company received~~medical ~~approval~~service ~~from~~providers. ~~FINRA~~CareClix onsoftware CareClix' ~~March~~suite ~~25,~~of ~~2020~~services ~~and,~~is ontrusted ~~that~~by ~~date,~~some of the ~~reverse~~best ~~stock~~names ~~split~~in ~~became~~healthcare ~~effective.~~with ~~All~~approximately ~~share~~20 ~~and~~million ~~per~~individuals ~~share~~in ~~information~~the ~~has~~U.S. ~~been~~and ~~retroactively~~35 ~~adjusted~~other tocountries ~~reflect~~currently ~~the~~having ~~impact~~access ofto ~~this~~CareClix' ~~reverse~~telehealth ~~stock~~platform ~~split~~or services.

36CareClix Services Inc:

~~Life~~CareClix OnServices ~~Earth~~Inc combines the CareClix software and its multinational multispecialty medical network to offer virtual healthcare services across multiple specialties to networks of patients both domestically and internationally. We offer a wide variety of health care services to: insurers, ~~Inc~~employers, affinity groups, healthcare systems, provider groups and independent physicians. ~~was~~The ~~incorporated~~combination of our software and services empowers providers to interact with an increasing number of patients with better data in ~~April~~less ~~2013~~time. CareClix Services, Inc is a leader in custom multinational telemedicine. Our customers mix and match, add or delete, a wide range of technologies, medical services, and integrations. CareClix® also matches the transparency to our customers or partner’s comfort level allowing them to seamlessly (and sometimes invisibly) grow their practice, their brand, and their revenue.

~~On May 11~~MyCareClix, 2021, LFER acquired SmartAxiom with all their assets including intellectual properties, Patents and core Internet of Things (IoT) software that enables securing sensor devices and communication to the cloud-based software. The agreed purchase price was $6,250,000 paid as followsInc: (a) $1,950,000 by issuing 13,000,000 shares of the Company’s common stock, upon closing; (b) $2,100,000 by issuing 210,000 shares of the Company’s Series D convertible preferred shares (each share of the Company’s Series D convertible preferred is convertible into 10 shares of the Company’s common stock); and, (c) $2,200,000 to be paid pursuant to a full earnout based on SmartAxiom GAAP revenue recognition in the amount of $1,500,000 within the first eighteen months after closing date of the acquisition. The earnout will be prorated based on the SmartAxiom revenues received over an eighteen-month period.

~~Pending~~MyCareClix ~~Acquisition~~is a direct-to-consumer family and household health and wellness company. MyCareClix intends to offer the entire suite of CareClix services directly to consumers. For a small monthly subscription fee, both individual and family consumers in the US will have access to the CareClix ~~Group~~Network of primary care and specialty doctors, as well as access to testing, prescriptions, and ship-to-home medical products. My CareClix intends to launch a small-business program targeting small and mid-sized businesses in the US and key other countries.

~~On December 17, 2021, we entered into a Stock Purchase Agreement (the “Agreement”) with~~ CareClix ~~Holdings~~RPM, Inc., a Florida corporation (“SOLI”). On December 31, 2031, under the terms of a Management Operating Agreement, we agreed to a partial closing of the transaction set forth in the SPA (the “Transaction”) with the final closing to occur on the effectiveness of a registration statement for the shares to be issued as part of the consideration.:

InCareClix ~~the~~RPM ~~partial~~will ~~closing,~~distribute weand ~~acquired~~monitor FDA ~~100%~~approved ~~ownership~~healthcare ofdevices ~~the~~for ~~operating~~remote ~~subsidiaries~~patient ofmonitoring ~~SOLI,~~and ~~which~~chronic ~~include~~care management utilizing the CareClix, ~~Inc.,~~platform ato ~~Virginia~~track and ~~corporation,~~report monitored patient data. CareClix ~~Services~~RPM, Inc., awill create turnkey solutions for providers seeking to start or expand their ~~Florida~~remote ~~corporation,~~patient ~~MyCareClix~~monitoring, ~~Inc.~~data integration, aremote ~~Florida~~therapeutic ~~corporation~~monitoring, ~~and~~or ~~CareClix~~chronic ~~RPM,~~care ~~Inc~~management programs., aAnticipated ~~Florida~~by the ~~corporation~~end ~~(collectively~~of 2022, ~~the “~~CareClix ~~Group”).~~ InRPM ~~exchange~~will ~~for~~procure ~~ownership~~and ofdistribute ~~the~~devices ~~CareClix~~and ~~Group,~~offer wea ~~will~~multi-lingual ~~issue~~patient ~~the~~engagement ~~following~~team ~~securities~~with toqualified medical ~~the~~oversight ~~common~~and ~~shareholders~~thorough ofreporting ~~SOLI:~~for billing and care plan administration.

· 50,000,000 shares of our common stock; and shares of a new class of preferred stock to be designated as Series E Preferred Stock. The shares of Series E Preferred stock to be designated and issued to the shareholders of CareClix ~~shall~~Group ~~be up to approximately 2,100,000 Series E Preferred shares with a convertibility ratio, under the current share structure,~~ of ~~100 to 1 into our shares of common stock with conversion occurring automatically when our Articles of Incorporation have been amended to authorize sufficient common shares for the conversion.~~Companies

·The ~~4,000,000~~CareClix ~~shares~~Group of ~~our~~Companies ~~Series~~are Apositioned in ~~Preferred~~the ~~Stock,~~anticipation ~~over~~of athe ~~period~~global growth of ~~time,~~virtual tohealthcare Mrdelivery. ~~Charles~~The ~~Scott,~~company is well positioned to deliver this service with the ~~Chairman~~technological and ~~majority~~operational ~~shareholder~~infrastructure we have created over the last decade. Having endured the initial growing pains essential to the foundation of ~~SOLI~~any telemedicine company—namely, ~~with~~the 2careful interplay of interoperability,~~500,000~~ ~~shares~~data ~~issued~~transmission and atorganic workflow integration. Over the ~~December~~past ~~31,~~decade ~~2021~~CareClix ~~partial~~created ~~closing,~~roots ~~600,000~~throughout ~~shares~~the healthcare industry necessary to beproduce the ~~issued~~type 45of ~~days~~quality ~~after~~health ~~closing,~~care ~~and~~delivery ~~900,000~~within ~~shares~~a tocontinuation beof ~~issued~~services 90that ~~days~~patients ~~after~~require ~~closing~~as they navigate their healthcare and wellness needs. ~~Shares~~CareClix ofis a full spectrum virtual healthcare product for individuals addressing their diverse healthcare needs and not a niche product that only addresses episodic issues which may ignore comorbidities and co-conditional needs. Since our ~~Series~~inception Awe ~~Preferred~~have ~~Stock~~planned and implemented an offering that is more comprehensive. As a result, ~~which~~CareClix ~~are~~has ~~not~~gained ~~convertible~~momentum internationally through its salesforce and dostrategic ~~not~~relationships. ~~receive~~CareClix ~~dividends~~has a unique global sales force. CareClix utilizes internal sales team, ~~are~~independent ~~entitled~~sales team and distribution channels such as system integrators, healthcare providers, IT companies, and benefits administrators to ~~cast~~reach 50a ~~votes~~growing ~~per~~number ~~share~~of oncountries and all ~~matters~~50 ~~submitted~~states. Adding to the ~~vote~~growth orof ~~consent~~the platform, CareClix has undertaken a major reorganization which has produced significant internal cost efficiencies. CareClix has the internal staff and systems to meet the diverse needs of by healthcare providers without the inefficiencies common in our ~~shareholders~~competitors. Combined with our robust sales program, we intend to expand our domestic and international footprint and be operationally profitable by year end.

Upon the final closing of the Transaction, the former shareholders of SOLI will hold approximately seventy percent of our issued and outstanding common equity on a fully diluted basis and will hold the majority of our total shareholder voting power.26

~~The~~We ~~final~~anticipate ~~closing~~our ofnew ~~the~~subsidiaries ~~Transaction~~being major isplayers ~~subject~~in to the ~~effectiveness~~telemedicine ofspace. aWe ~~registration~~believe ~~statement~~we oncan ~~Form~~capture ~~S-4~~market toshare bein ~~filed~~the ~~registering~~United States and across the ~~issuance~~globe. ofThere ~~our~~are many ~~shares~~new oftelemedicine ~~common~~companies ~~stock~~ who will not be able to weather the storm and ~~shares~~meet the complex needs of ~~Series~~the Emedical ~~Preferred~~provider ~~Stock~~community which towe believe is the ~~common~~most ~~shareholders~~essential element of ~~CareClix.~~providing Wegood ~~are~~medical ~~undertaking~~services. toAs ~~file~~we ~~the~~continue ~~S-4~~towards ~~registration~~our ~~statement,~~ultimate goal of ~~which~~empowering ~~will~~good behealthcare ~~filed~~through astechnology ~~soon~~and assupport, awe ~~pending~~plan ~~audit~~to ofengage ~~the~~outside ~~financial~~parties ~~statements~~to ofhelp scale the ~~acquired~~ CareClix ~~companies~~businesses, both isorganically ~~completed~~and possibly through further M&A.

~~Pending~~We ~~the~~acquired ~~final Closing, SOLI and LFER will complete~~ the ~~operational~~CareClix ~~changes~~Group ~~under~~in ~~the~~order ~~Management~~to expand ~~Operating~~into ~~Agreement effective December 31, 2021, so that~~ the ~~CareClix Group~~Telemedicine and ~~LFER~~Medical ~~can~~Software ~~begin~~Services ~~acting~~industry. asThe agroup ~~unit pending the effective date~~ of ~~the~~companies ~~S-4~~under ~~registration statement and issuance by LFER of~~ the ~~remainder of~~CareClix ~~the~~Group ~~agreed~~will ~~consideration. In the event that the final closing is not completed by May 31, 2022, unless extended by agreement, then~~operate ~~the~~as ~~partial~~our ~~closing~~wholly ~~will~~owned besubsidiaries ~~rescinded~~ and ~~the~~include ~~CareClix~~a ~~Group~~telemedicine ~~will~~medical beservices ~~returned~~company, a direct-to-consumer ~~SOLI. Following the final Closing~~company, ~~there~~a ~~will be no affiliation,~~ software-as ~~shareholder~~-a-platform company, ~~debtor,~~and ~~creditor~~an orRPM ~~otherwise,~~(remote ~~between~~patient ~~SOLI~~monitoring) ~~and LFER~~company.

AsOur ~~part~~principal ofexecutive ~~the~~offices ~~partial~~currently ~~closing~~are oflocated ~~the~~at ~~transaction,~~1345 ~~2,500,000~~6th ~~shares~~Ave. of2nd ~~Series~~Floor, ANew ~~voting~~York ~~preferred~~NY ~~stock~~10022 ofand ~~LFER~~our ~~were~~telephone ~~issued~~number to(646) ~~the current majority shareholder of the Company as part of the consideration~~844-9897.

WeCoronavirus are acquiring the CareClix Group in order to expand into the Telemedicine and Medical Software Services industry. The group of companies under the CareClix Group will operate as our wholly owned subsidiaries and include a telemedicine medical services company, a direct-to-consumer company, a software-as-a-platform company, and an RPM (remote patient monitoring) company.Risks

37In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”.

~~Our~~The ~~principal~~ultimate ~~executive~~extent ~~offices~~of the impact of any epidemic, pandemic or other health crisis on our business, financial condition and results of operations will depend on future developments, which are ~~located~~highly atuncertain ~~1345~~and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, ~~6th~~pandemic ~~Ave.~~or ~~2nd~~other ~~Floor~~health crisis and actions taken to contain or prevent their further spread, ~~New~~among ~~York~~others. NYThe ~~10022~~significant outbreak of COVID-19 has resulted in a widespread health crisis that has adversely affected the economies and financial markets worldwide, and may continue to do so, which could adversely affect our ~~telephone~~business, ~~number~~results ~~(646)~~of ~~844-9897~~operations and financial condition.

~~Coronavirus~~Sales ~~Risks~~ and Distribution

InDuring ~~December~~the ~~2019,~~quarter aended ~~novel~~February ~~strain of coronavirus was reported to have surfaced in Wuhan~~28, ~~China~~2022, we ~~which~~had ~~has~~no ~~and~~sales isactivity ~~continuing to spread throughout China~~ and ~~other~~no ~~parts of the world~~revenue, ~~including the~~although ~~United~~our ~~States.~~new Onsubsidiaries ~~January~~acquired ~~30,~~in ~~2020,~~ the ~~World~~partial ~~Health~~closing ~~Organization~~at ~~declared~~December ~~the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January~~ 31, ~~2020,~~2022 ~~U.S. Health and Human Services Secretary Alex M. Azar II declared~~had aoperating ~~public health emergency for the United States to aid the U~~revenues.S. ~~healthcare~~See ~~community~~Note ~~in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”~~5.

~~The~~Production ~~ultimate extent of the impact of any epidemic, pandemic or other health crisis on our business, financial condition~~ and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, pandemic or other health crisis and actions taken to contain or prevent their further spread, among others. The significant outbreak of COVID-19 has resulted in a widespread health crisis that has adversely affected the economies and financial markets worldwide, and may continue to do so, which could adversely affect our business, results of operations and financial condition. Distribution

~~Sales~~The Company strategy is to develop and ~~Distribution~~expand the telemedicine activities of our CareClix subsidiaries both domestically and worldwide.

The Company markets and sells its logistics solutions based on proprietary patented technologies. The logistics solution consists of a multi-tenant cloud system managing BlockTracker cellular tracking devices, which sense location, temperature, vibration, pressure and light level. The device can also act as a gateway and connect to additional nearby sensors via Bluetooth Low Energy (BLE). It has one temperature logger per box and reports to one BlockTracker per installed box. The management system, built with SmartAxiom’s Tenacious cloud backend, shows shipment location and condition, and notifies by short messaging service (SMS) when monitored parameters like temperature, humidity, light, vibration etc. exceed configured parameter, has geofencing and tools to activate devices and assemble shipments. The company has developed complete end-to-end solution for multiple industries with Supply Chain Management, Warehouse and Asset Management, and Industrial IoT solutions. These solutions are targeted to serve the fastest-growing IoT base edge computing, mobility (tracking and visualizing distributed assets) and manufacturing industry IoT solution markets. The Company also provides custom solution services to adopt and integrate its standard solution to customer environments and specification through its consulting, integration and support services group. The custom solutions focus is solving customers’ cyber security and vulnerabilities in their IoT business environment with patented IoT technologies. Employees

~~Production~~The Company currently has no full-time employees and ~~Distribution~~services as needed have been provided by. our original members of the Board of Directors, who also serve as officers or in executive functions.

~~The~~GOING ~~Company~~CONCERN strategy is to create end-to-end solution and partner with platform technologies providers and system integrators. Our focus is to develop solutions and provide customization, integration and support to our partners. We have a small team of highly technical and experienced personnel to support our various partners that include Renesas (our IoT platform partner), Amazon & Microsoft (our Cloud platform partners), IBM (Block Chain software partner) and several system integrators and technologies providers. Our primary software development is conducted in California, USA. We also have an offshore development and support center in India. In addition, we have expert resources in Dublin, Ireland.QUALIFICATION

~~Competition~~ Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. We incurred net losses from inception of approximately $22,600,000, have limited revenues, and require additional financing in order to finance its business activities on an ongoing basis. Our future capital requirements will depend on numerous factors including, but not limited to, the anticipated success of the CareClix subsidiaries and whether we successfully acquire other revenue generating companies or assume other new businesses that generate material revenues.

~~Our~~At ~~SmartAxiom~~February ~~product~~28, ~~line~~2022, ~~has~~we ~~multiple~~had ~~competitors~~cash ~~for~~on ~~Internet~~hand of ~~things~~ ~~(IoT)~~approximately ~~security technologies~~$17,700 ~~which include Mocana, DeviceAuthority, Xage~~ and ~~Atonomy.~~an ~~However,~~accumulated ~~these~~deficit ~~vendors~~of doapproximately ~~not address the distributed block chain technologies~~$22, ~~nor do they have any rival patents in this space~~600,000. InSee ~~the~~“Liquidity ~~logistics industry there are literally hundreds of competitors. Our competitors have greater operational histories, financial resources~~ and ~~personnel~~Capital ~~than we do~~Resources. ~~On the other hand, we have a comprehensive solution protected by our patented technologies such as the edge security software with distributed blockchain security for IoT devices.~~”

~~The Company’s solution differentiators and advantage of our technologies-based solution is the robust end-to-end solution.~~27

38CRITICAL ACCOUNTING POLICIES AND ESTIMATES

~~Government~~The ~~Regulation~~preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make judgments, assumptions and estimates that affect the amounts reported in our financial statements and accompanying notes. The discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, or if management made different judgments or utilized different estimates. Many of our estimates or judgments are based on anticipated future events or performance, and as such are forward-looking in nature, and are subject to many risks and uncertainties, including those discussed below and elsewhere in this Report. We do not undertake any obligation to update or revise this discussion to reflect any future events or circumstances. There are certain critical accounting estimates that we believe require significant judgment in the preparation of our financial statements. We have identified below our accounting policies that we use in arriving at key estimates that we consider critical to our business operations and the understanding of our results of operations. This is not a complete list of all of our accounting policies, and there may be other accounting policies that are significant to us. For a detailed discussion on the application of these and our other accounting policies, see Note 1 to Financial Statements of this Report.

~~There~~Revenue ~~are no government regulations that we need to adhere to support IoT solutions.~~Recognition

~~Employees~~The Company recognizes revenue under ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model (as described in Note 1 to the Financial Statements of this Report) to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer.

~~The~~Goodwill ~~Company currently has three full-time employees, as follows: a CEO, COO,~~ and ~~President,~~Intangible ~~and its wholly owned subsidiary, SmartAxiom, Inc., has 6 full-time employees and 8 subcontractors and services providers.~~Assets

~~Certain~~Goodwill ~~positions,~~represents the ~~such~~excess asof ~~senior~~the ~~sales~~purchase ~~executives, solution~~price ~~architects~~of acquired businesses over the estimated fair value of the identifiable net assets acquired. Goodwill and ~~customer~~other ~~support~~intangibles are reviewed for ~~both~~impairment annually or more frequently when events or circumstances indicates that the ~~Company~~carrying ~~and~~value of a reporting unit more likely than not exceeds its ~~wholly~~fair ~~owned~~value. ~~subsidiary,~~The ~~are~~goodwill ~~being~~impairment ~~filled~~test ~~with~~is ~~paid~~applied ~~independent~~by ~~contractors~~performing ora ~~insider~~qualitative ~~owners~~assessment ~~who~~before docalculating the fair value of the asset. If, on the basis of qualitative factors, it is considered more likely than not ~~receive~~that ~~cash~~the ~~compensation~~fair ~~but~~value ~~may~~of ~~receive~~the ~~stock~~asset ~~compensation~~is greater than the carrying amount, further testing of goodwill for impairment is not required. InIf ~~certain~~the ~~regions~~carrying amount of the ~~United~~asset exceeds the asset’s fair value, an impairment loss is ~~States~~recognized in an amount equal to that excess, welimited ~~utilize~~to the ~~services~~total amount of ~~direct~~goodwill ~~sales~~allocated ~~and~~to ~~distribution~~that ~~companies~~asset. ~~The~~Identifiable ~~Company~~intangible assets ~~also~~acquired ~~outsources~~in ~~its~~business ~~logistics~~combinations toare ~~third~~recorded ~~parties~~at the estimated acquisition date fair value. Finite lived intangible assets are amortized over the shorter of the contractual life or their estimated useful life using the straight-line method, which is determined by identifying the period over which ~~can~~the ~~reduce~~cash flows from the ~~need~~asset ~~for~~are ~~employees~~expected into ~~these~~be ~~roles~~generated.

~~Intellectual~~Off-Balance ~~Property Protection~~Sheet Arrangements

~~The~~We ~~Company~~have ~~has~~no ~~secured~~significant aoff-balance ~~registered~~sheet ~~trademark~~arrangements ~~for~~that ~~its~~have ~~name~~or ~~and~~are ~~logo.~~reasonably ~~The~~likely ~~Company~~to ~~also has trademarks registered for the Victoria’s Kitchen and Just Chill brands. No Trademarks~~ have ~~been~~a ~~filed~~current toor ~~date~~future ~~with~~effect ~~respect~~on toour ~~SmartAxiom. SmartAxiom~~financial ~~owns~~condition, ~~two~~changes ~~issued~~in ~~patents~~financial ~~U.S. Patent No. 10~~condition,~~924,466~~ ~~(System~~revenues ~~and~~or ~~method~~expenses, ~~for~~results ~~IOT~~of ~~security)~~operations, ~~and 11~~liquidity,~~032,293~~ ~~(System~~capital ~~and~~expenditures ~~method~~or ~~for~~capital ~~managing~~resources ~~and~~that ~~securing~~is amaterial ~~distributed ledger for a decentralized peer-~~to~~-peer~~ ~~network)~~stockholders. ~~These patents will expire at on May 2, 2039 and December 8, 2039.~~

~~The Company has secured a registered trademark for its name and logo. The Company also has trademarks registered for the Victoria’s Kitchen and Just Chill brands.~~Inflation

~~Issued~~The ~~Patents~~amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

~~The Company has 3 currently pending patent applications and 2 issued patents as stated below:~~28

~~1. Patent No.~~RESULTS ~~11,032,293~~OF – June 8, 2021 (same as application no. 16/272,358 and publication no. 2019-0253434 A1 published 8/15/2019). Title – SYSTEM AND METHOD FOR MANAGING AND SECURING A DISTRIBUTED LEDGER FOR A DECENTRALIZED PEER-TO-PEER NETWORKOPERATIONS

~~a. Currently pending~~FOR ~~Continuation~~THE ~~application~~THREE ofMONTHS ~~above~~ENDED ~~issued~~FEBRUARY ~~patent - 17/340~~28,~~928 – filed 6/7/2021 Title –~~ ~~SYSTEM~~2022 AND ~~METHOD~~FEBRUARY ~~FOR~~28, ~~MANAGING AND SECURING A DISTRIBUTED LEDGER FOR A DECENTRALIZED PEER-TO-PEER NETWORK~~2021:

39Sales

~~2. Patent No.:~~Sales USfor ~~10,924,466~~the ~~B2,~~three ~~Pub.~~months ~~Date~~ended ofFebruary ~~Patent: Feb.16~~28,~~2021~~ 2022 ~~(same~~were asapproximately ~~application~~$0 ~~no.~~compared ~~16/048,140~~to ~~and~~$0 ~~publication~~for ~~no.~~the ~~2029-0036906~~three A1months ~~Published 1/31/2019)~~ended February 28, 2021.

~~a. Currently~~Operating ~~pending Continuation application of above issued patent – Application No. 17/169,356 (same as publication no. 2021-0160233 A1 published February 5, 2021) title - SYSTEM AND METHODS FOR IOT SECURITY~~Expenses

~~Published~~Operating ~~not~~expenses ~~issued~~totaled ~~yet~~approximately ~~patent~~$1,408,000 for ~~applications~~the three months ended February 28, 2022. as compared to approximately $64,000 for the three months ended February 28, 2021. The increase in operating expenses of $ 1,344,000 was primarily due to increased officers’ compensation of $1,319,000 and increased professional fees of $46,000.

~~3. Published Patent~~Other ~~Number: US 2019/0273623 Al, Pub. Date: Sep. 5, 2019 – currently pending no issued. Title - Systems and Methods for a Blockchain Multi-Chain Smart Contract Time Envelope.~~ Expense

~~GOING~~During ~~CONCERN~~the ~~QUALIFICATION~~three months ended February 28, 2022, the Company recorded interest and financing costs of approximately $74,000 as compared to approximately $70,000 during the three months ended February 28, 2021. Interest and financing costs primarily result from the amortization of deferred financing balances that were incurred by the Company to finance operations. During the three months ended February 28, 2021, the Company recorded a charge for the change in the fair value of contingent consideration related to the acquisition of Just Chill and a gain for the change in the fair value of a derivative liability related to an underlying note that has been converted to 2,138,775 shares of the Company’s common stock and the Company no longer has an obligation for the derivative liability.

~~Several~~Net conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company incurred net losses from inception of approximately $19,700,000, has limited revenues, and requires additional financing in order to finance its business activities on an ongoing basis. The Company’s future capital requirements will depend on numerous factors including, but not limited to, whether it successfully acquires revenue generating companies or assumes new businesses that generate material revenues.Loss

AtFor ~~November~~the ~~30,~~three ~~2021~~months ended February 28, 2022, we ~~had~~incurred ~~cash~~a onnet ~~hand~~loss of ~~approximately~~$2,874,000, compared to a net loss of $170,000 for the three months ended February 28, 2021. The increase in the net loss of S2,704,000 resulted from a number of factors. In addition to those listed above, the Company recorded a loss from the sale of the SA subsidiary of $421,135,000 and ana ~~accumulated~~loss ~~deficit~~from discontinued operations of ~~approximately~~its SA subsidiary of $19283,~~700,~~000. These ~~See~~charges ~~“Liquidity~~were partially offset by an aggregate gain on the disposal of its VK and ~~Capital~~JCG ~~Resources~~subsidiaries of $26,000.”

~~CRITICAL~~FOR ~~ACCOUNTING~~THE ~~POLICIES~~NINE MONTHS ENDED FEBRUARY 28, 2022 AND ~~ESTIMATES~~ FEBRUARY 28, 2021:

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make judgments, assumptions and estimates that affect the amounts reported in our financial statements and accompanying notes. The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, or if management made different judgments or utilized different estimates. Many of our estimates or judgments are based on anticipated future events or performance, and as such are forward-looking in nature, and are subject to many risks and uncertainties, including those discussed below and elsewhere in this Report. We do not undertake any obligation to update or revise this discussion to reflect any future events or circumstances. There are certain critical accounting estimates that we believe require significant judgment in the preparation of our consolidated financial statements. We have identified below our accounting policies that we use in arriving at key estimates that we consider critical to our business operations and the understanding of our results of operations. This is not a complete list of all of our accounting policies, and there may be other accounting policies that are significant to us. For a detailed discussion on the application of these and our other accounting policies, see Note 1 to Consolidated Financial Statements of this Report.Sales

40Sales for the nine months ended February 28, 2022, were approximately $0 compared to $0 for the nine months ended February 28, 2021.

~~Revenue~~Operating ~~Recognition~~Expenses

~~The~~Operating ~~Company~~expenses ~~recognizes~~totaled ~~revenue under~~approximately ~~ASU No. 2014-09~~$1, ~~“Revenue from Contracts with Customers (Topic 606)~~917,~~” (“ASC 606”). The core principle of~~000 for the ~~revenue~~nine ~~standard~~months isended ~~that~~February a28, ~~company~~2022, ~~should~~as ~~recognize~~compared ~~revenue~~ to ~~depict~~approximately ~~the~~$311,000 ~~transfer~~for ~~of promised goods or services to customers in an amount that reflects~~ the ~~consideration~~nine tomonths ~~which~~ended ~~the~~February ~~company~~28, ~~expects to be entitled in exchange for those goods or services~~2021. The ~~Company only~~increase ~~applies the five-step model (as described~~ in ~~Note~~operating 1expenses ~~to the Consolidated Financial Statements~~ of ~~this~~$1,606,000 ~~Report)~~was toprimarily ~~contracts~~related ~~when it is probable that the Company will collect the consideration it is entitled~~ to inincreased ~~exchange~~officers’ ~~for~~compensation ~~the~~of ~~goods~~ $1,551,000 and ~~services~~increased ~~transferred~~professional tofees ~~the customer~~of $105,000.

~~Revenue~~Other consists of the gross sales price, less allowances for which provisions are made at the time of sale, and less certain other discounts, allowances, and rebates that are accounted for as a reduction from gross revenue. Costs incurred by the Company for shipping and handling charges are included in cost of goods sold.Expense

~~Goodwill~~During the nine months ended February 28, 2022, the Company recorded interest and ~~Intangible~~financing ~~Assets~~costs of approximately $400,000 as compared to approximately $423,000 during the nine months ended February 28, 2021. Interest and financing costs primarily result from the amortization of deferred financing balances that were incurred by the Company to finance operations. During the nine months ended February 28, 2022, the Company recorded a gain for the change in the fair value of its contingent consideration of $352,000 as compared to charge of $163,000 during the three months ended February 28, 2021, related to the acquisition of Just Chill, which had arisen from the measurement of LFER stock on the 12-month anniversary of the acquisition and subsequent Balance Sheet reporting dates. The contingency shares were issued to the JCG Group during the nine months ended February 28, 2022. During the nine months ended February 28, 2022, the Company recorded a gain for the change in the fair value of its derivative liability of $111,000 as compared to a similar gain of $10,000 during the nine months ended February 28, 2021. During the nine months ended February 28, 2022, the underlying note of the derivative liability has been converted to 2,138,775 shares of the Company’s common stock and the Company no longer has an obligation for the derivative liability.

~~Goodwill~~Net represents the excess of the purchase price of acquired businesses over the estimated fair value of the identifiable net assets acquired. Goodwill and other intangibles are reviewed for impairment annually or more frequently when events or circumstances indicates that the carrying value of a reporting unit more likely than not exceeds its fair value. The goodwill impairment test is applied by performing a qualitative assessment before calculating the fair value of the asset. If, on the basis of qualitative factors, it is considered more likely than not that the fair value of the asset is greater than the carrying amount, further testing of goodwill for impairment is not required. If the carrying amount of the asset exceeds the asset’s fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that asset. Identifiable intangible assets acquired in business combinations are recorded at the estimated acquisition date fair value. Finite lived intangible assets are amortized over the shorter of the contractual life or their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from the asset are expected to be generated. As part of the Company’s annual review of goodwill and intangibles we performed a detail analysis of the intangibles recorded as they relate to the acquisitions of JC and VK. Based on this analysis, the Company recorded an impairment charge of $299,000 related to the JC acquisition as of May 31, 2020. The Company also wrote off the goodwill recorded in the VK acquisition, in the amount of $195,000. Loss

41For the nine months ended February 28, 2022, we incurred a net loss of $3,934,000, as compared to a net loss of $887,000 for the nine months ended February 28, 2021. The increase in the net loss of S3,047,000 resulted from several factors. In addition to those listed above, the Company recorded a loss from the sale of the SA subsidiary of $1,135,000 and a loss from discontinued operations of its SA subsidiary of $971,000. These charges were partially offset by an aggregate gain on the disposal of its VK and JCG subsidiaries of $26,000.

~~Off-Balance Sheet Arrangements~~29

WeLIQUIDITY ~~have~~AND noCAPITAL significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.RESOURCES

~~Inflation~~As of February 28, 2022, we held current assets in the amount of $17,700 consisting of cash and cash equivalents and other current assets of $3,689. Our current liabilities as of February 28, 2022, totaled $1,591,000, and consisted of accounts payable and accrued expenses in the amount of $704,000, notes payable of $214,000, convertible notes of payable of $665,000, and lines of credit in the amount of $7,000. Our working capital deficit as of February 28, 2022, was $1,570,000. Our recent financings have consisted primarily of private issuances of convertible notes and preferred stock.

~~The~~During ~~amounts~~the ~~presented~~nine inmonths ~~the~~ended ~~financial statements~~February do28, ~~not~~2022, ~~provide~~the ~~for~~Company received $158,500 from the ~~effect~~sale of ~~inflation~~158,500 onshares ~~our~~of ~~operations~~Series orC ~~financial~~Preferred ~~position.~~Stock ~~The~~and ~~net~~received ~~operating~~$88,000 ~~losses~~from ~~shown~~the issuance ~~would~~of bea ~~greater~~notes ~~than reported~~payable ifto related parties, $61,000 from the ~~effects~~sale of ~~inflation~~Series ~~were~~C ~~reflected~~Preferred ~~either~~Stock byto ~~charging~~a ~~operations~~related ~~with~~party, ~~amounts~~and, ~~that~~$65,000 from ~~represent~~the ~~replacement~~issuance ~~costs~~of ora ~~by using~~convertible ~~other~~note ~~inflation adjustments~~payable.

~~RESULTS~~For OFthe ~~OPERATIONS~~nine months ended February 28, 2022, our operating activities used $79,734 in cash, compared to $135,156 during the nine months ended February 28, 2021. For the nine months ended February 28, 2022, financing activities provided a net $182,797 in cash, compared to a net $134,304 in cash for the nine months ended February 28, 2021. Investing activities used $95,323 in cash during the nine months ended February 28, 2022, compared to $0 for the nine months ended February 28, 2021. Our cash and cash equivalents increased by a net $17,000 during the nine months ended February 28, 2022.

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2021 AND NOVEMBER 30, 2020:

Sales

Sales for the three months ended November 30, 2021 were approximately $55,000 compared to $0 for the three months ended November 30, 2020, as a result of sales by our SA subsidiary.

Operating Expenses

Operating expenses totaled approximately $695,000 for the three months ended November 30, 2021 as compared to approximately ($35,000) for the three months ended November 30, 2020. The increase in operating expenses of $730,000 was primarily related to the acquisition of SA and consisted of several factors, including, increased professional fees of $70,000, increased salaries and benefits of $78,000, increased other selling, general and administrative expenses of $30,000 and increased amortization of $267,000, and, increased officers compensation of $285,000.

Other Expense

During the three months ended November 30, 2021, the Company recorded interest and financing costs of approximately $171,000 as compared to approximately $263,000 during the three months ended November 30, 2020. Interest and financing costs primarily result from the amortization of deferred financing balances that were incurred by the Company to finance operations.

Net Loss

For the three months ended November 30, 2021, we incurred a net loss of $811,450, compared to a net loss of $344,585 for the three months ended November 30, 2020.

FOR THE SIX MONTHS ENDED NOVEMBER 30, 2021 AND NOVEMBER 30, 2020:

Sales

Sales for the six months ended November 30, 2021 were approximately $81,000 compared to $25,000 for the six months ended November 30, 2020, as a result of increased sales by our SA subsidiary.

Operating Expenses

Operating expenses totaled approximately $1,274,000 for the six months ended November 30, 2021 as compared to approximately $247,000 for the six months ended November 30, 2020. The increase in operating expenses of $1,027,000 was primarily related to the acquisition of SA and consisted of several factors, including, increased professional fees of $99,000, increased officers’ compensation of $233,000, increased salaries and benefits of $117,000, increased other selling, general and administrative expenses of $48,000 and increased amortization of $532,000.

Other Expense

During the six months ended November 30, 2021, the Company recorded interest and financing costs of approximately $330,000 as compared to approximately $353,000 during the six months ended November 30, 2020. Interest and financing costs primarily result from the amortization of deferred financing balances that were incurred by the Company to finance operations. During the six months ended November 30, 2021, the Company recorded a credit for the fair value of contingent consideration of $352,000 as compared to charge of $60,000 during the three months ended November 30, 2020, related to the acquisition of Just Chill, which had arisen from the measurement of LFER stock on the 12-month anniversary of the acquisition and subsequent Balance Sheet reporting dates. The contingency shares were issued to the JCG Group during the six months ended November 30, 2021. During the six months ended November 30, 2021, the Company recorded a credit for the fair value of derivative liability of $111,000 as compared to a charge of $56,000 during the six months ended November 30, 2020. During the six months ended November 30, 2021, the underlying note of the derivative liability has been converted to 2,138,775 shares of the Company’s common stock and the Company no longer has an obligation for the derivative liability.

Net Loss

For the six months ended November 30, 2021, we incurred a net loss of $1,060,065, compared to a net loss of $717,202 for the six months ended November 30, 2020.

LIQUIDITY AND CAPITAL RESOURCES

As of November 30, 2021, we held current assets in the amount of $75,081 consisting of cash and cash equivalents in the amount of $42,369, accounts receivable of $31,033, and prepaid expenses of $1,679. Our current liabilities as of November 30, 2021 totaled $5,492,229, and consisted of accounts payable and accrued expenses in the amount of $2,302,664, an accrued contingent liability related to our acquisition of Smart Axiom in the amount of $2,314,127, notes payable of $87,790, convertible notes of payable of $611,750, and lines of credit in the amount of $33,494. Our working capital deficit as of November 30, 2021 was $5,417,148. Our recent financings have consisted primarily of private issuances of convertible notes and preferred stock.

During the six months ended November 30, 2021, the Company received $158,500 from the sale of 158,500 shares of Series C Preferred Stock and received $88,000 from the issuance of a notes payable to related parties, $61,000 from the sale of Series C Preferred Stock to a related party, and, $65,000 from the issuance of a convertible note payable.

During the year ended May 31, 2021, the Company received $100,000 from the issuance of 100 shares of the Company’s Series B Preferred Stock., and, received $220,000 from the issuance of the 220 shares of the Company’s Series C Preferred Stock. During June 2021, the Company received $170,000 from the issuance of 170 shares of the Company’s Series C Preferred Stock. During the year ended May 31, 2021, the Company received $70,000 from the issuance of convertible notes payable and $30,000 from the issuance of a term note and paid $9,000 of notes payable to related parties.

For the six months ended November 30, 2021, our operating activities used $79,734 in cash, compared to $135,156 during the six months ended November 30, 2020. For the six months ended November 30, 2021, financing activities provided a net $182,797 in cash, compared to a net $134,304 in cash for the six months ended November 30, 2020. Investing activities used $95,323 in cash during the six months ended November 30, 2021, compared to $0 for the six months ended November 30, 2020. Our cash and cash equivalents increased by a net $7,740 during the six months ended November 30, 2021.

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

We maintain disclosure controls and procedures that are designed to ensure the information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As of ~~November~~February 3028, ~~2021~~2022, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.

The determination that our disclosure controls ~~and~~ and procedures were not effective as of ~~November~~February 3028, ~~2021~~2022, is a result of not having adequate staffing and supervision within the ~~accounting~~ accounting operations of our Company and the lack of independent directors and executive management. The Company plans to expand its accounting operations as the business of the Company expands., to establish a Board of Directors the majority of which are independent and to appoint an Audit Committee and other Board committees

MANAGEMENT’S QUARTERLY REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have been no changes in our internal ~~controls~~ controls over financial reporting during the quarter ended ~~November~~February 3028, ~~2021~~2022, that have materially affected or are reasonably likely to materially affect our internal controls.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Settlement of Gankaku Litigation

Effective as of June 17, 2021, we settled litigation with Gankaku Living Trust (“Gankaku”), Gankaku Living Trust v. Life on Earth, Inc., Case No. 655189/2019 (New York Supreme Court) (the “Settlement”) in connection with Gankaku’s complaint on September 12, 2019 claiming a breach of contract and default upon a Note. The Settlement provides that Gankaku file with the Court a Satisfaction of Judgment and Stipulation of Discontinuance, which stipulation was filed by Gankaku on June 24, 2021. This Settlement does not involve the issuance of any additional shares to Gankaku as part of the settlement amount. The Settlement settles all matters pertaining to the Gankaku complaint and litigation, and we no longer owe Gankaku any further consideration. As per the Settlement Agreement, both parties mutually released one another from any and all claims.

Settlement of Redstart Litigation

Complaint by Anshu Sharma and Aditya Sharma

Complaint by Note Holder

On December 14, 2020, the Company received a Complaint from the note holder, L & H, Inc. (“L&H”), filed in the First Judicial District Court of Nevada, Carson City, alleging breaches of contract regarding the Company’s failure to repay amounts due or failing to issuing shares upon demand and breach of Implied covenant of good faith and fair dealing in connection with the $110,000 September 10, 2019 Convertible Promissory Note between L&H and the Company. The Complaint seeks an unspecified amount of damages representing the balance of the unconverted debt and penalties.

Complaint by Former Employee

On ~~November~~October 2021, ~~2019~~2021, a ~~Complaint~~ judgement was ~~filed with~~entered against the ~~Superior~~Company ~~Court-Judicial~~and ~~District~~in favor of ~~New~~the ~~Haven by a~~ former employee,. ~~naming~~Under the ~~Company~~terms asof ~~Defendant.~~the ~~The~~judgement, ~~Complaint claims that~~ the Company ~~owes~~shall, (i) pay the former employee ~~back~~a ~~wages~~total of $60,000 ~~and unpaid expenses~~ of ~~$20~~scheduled payments,~~000,~~ ~~which~~(ii) ~~were~~issue ~~due to be paid to~~ the former employee ~~upon~~ ~~his~~500,000 ~~termination~~shares ~~from~~of the Company’s common onstock ~~November~~at 1,$0.10 ~~2019,~~per inshare ~~accordance with an employment agreement dated November 18~~and, ~~2018.~~(iii) ~~The~~pay ~~Company has~~legal ~~responded~~fees ~~that~~of ~~the~~up ~~employee~~to ~~was~~$8,923 ~~terminated~~in ~~for~~scheduled ~~cause~~payment ~~and~~to ~~is no longer obligated under~~ the ~~terms~~former ofemployee’s ~~the employment agreement~~attorney. ~~As of~~ ~~August~~The 31500,000 ~~2020,~~shares of the ~~parties~~Company’s ~~have~~common ~~not~~stock ~~engaged~~were inissued ~~extensive discovery or any substantial motion practice and no trial date has been set. In addition~~ to the ~~back~~former ~~wages~~employee ofon ~~$60~~October 21,~~000,~~ ~~severance of $45~~2021,~~000~~ and ~~unpaid~~as ~~expenses~~ of ~~$20~~February 28,~~000~~ 2022, the Company ~~has~~is ~~recorded~~current ~~legal~~in ~~expenses of~~their ~~$15,000~~payments ~~during~~with ~~the~~respect ~~year~~to ~~ended May 31, 2020, as a result of receiving~~ the ~~Complaint~~judgement.

On October 21, 2021, a judgement was entered against the Company and in favor of the former employee. Under the terms of the judgement, the Company shall, (i) pay the former employee a total of $60,000 of scheduled payments, (ii) issue the former employee 500,000 shares of the Company’s common stock at $0.10 per share and, (iii) pay legal fees of up to $8,923 in scheduled payment to the former employee’s attorney. The 500,000 shares of the Company’s common stock were issued to the former employee on October 21, 2021, and as of November 30, 2021, the Company is current in their payments with respect to the judgement.

There are no other legal or governmental proceedings that are presently pending or, to our knowledge, threatened, to which we are a party.

ITEM 1A RISK FACTORS

As a smaller reporting company, we are not required to include risk factors.

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

None.

Date	# of shares
1/14/2022	525,000	Preferred C Conversion
1/17/2022	529,700	Debt Settlement
1/17/2022	529,700	Debt Settlement
1/28/2022	75,000	Legal Settlement
1/28/2022	75,000	Legal Settlement
2/4/2022	3,989,624	Stock Purchase
2/4/2022	975,242	Preferred C Consideration Shares
2/4/2022	3,019,602	Stock Purchase
2/4/2022	738,124	Preferred C Consideration Shares
2/4/2022	654,786	Preferred C Consieration Shares
2/4/2022	2,815,279	Stock Purchase
2/4/2022	688,180	Preferred C Consideration Shares
2/4/2022	2,678,672	Stock Purchase
2/16/2022	19,737	Services
	17,313,646

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINING SAFETY DISCLOSURE

~~None~~Not applicable.

ITEM 5. OTHER INFORMATION

~~None~~AS a result of the Management Operating Agreement under which we acquired the four CareClix subsidiaries, the CareClix group was entitled to appoint three new directors to our Board of Directors. Two of thise directors, Charles Scott and Dr. John Korangy, were appointed as of January 2, 2022. The third new director has not yet been appointed.

ITEM 6. EXHIBITS

Exhibit Number	Description
31.1	Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
10.1.1	Stock Purchase Agreement between CareClix Holding, Inc and Life on Earth, Inc. dated December 17, 2021, incorporated by reference to Form 8-K filed December 23, 2021
32.1	Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
10.1.2	Management Operating Agreement between CareClix Holding, Inc and Life on Earth, Inc. dated December 31, 2021, incorporated by reference to Form 8-K filed January 6, 2022
10.1.3	Stock Purchase and Mutual Release Agreement with SmartAxiom incorporated by reference to Form 8-K filed March 11, 2022
31.1	Certification of the Chief Executive Officer and Principal Accounting Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive 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
101.INS *	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of the registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.

4732

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Life On Earth, Inc.
Date: January 14, 2022	By:	/s/ Mahmood Alam Khan
Date: April 19, 2022	By:	/s/ Mahmood Alam Khan
		Mahmood Alam Khan Chief Executive Officer and Board of Director (Principal Executive Officer)

4833

Filing Compare · Life On Earth, Inc.