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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended ~~March~~June 3130, 222022

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

For the transition period from __________ to __________

001-31444

(Commission File Number)

EARTH LIFE SCIENCES INC.

(Name of small business issuer in its charter)

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

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

(Address of principal executive offices) (Zip Code)

(514) 500-4111

Issuer’s telephone number

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

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

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

Yes x No o

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

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

Yes x No o

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

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

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

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

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

As of ~~May~~August 1524, 2022, the Company had issued and outstanding common share capital of 999,891,599.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The interim financial statements included herein are unaudited but reflect, in management’s opinion, all adjustments, consisting only of normal recurring adjustments that are necessary for a fair presentation of our financial position and the results of our operations for the interim periods presented. Because of the nature of our business, the results of operations for the quarterly period and the three months ended ~~March~~June 3130, 2022, are not necessarily indicative of the results that may be expected for the full fiscal year.

Earth Life Sciences Inc.

Balance Sheets

As at

(unaudited)

	Note	~~March~~June 3130, 2022			December 31, 2021
ASSETS
Current Assets
Prepaid expenses		$	600		$	600
Acquisition of software technology			4,426,000			4,426,000
Total assets		$	4,426,600		$	4,426,600
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities		$	~~109~~125,~~358~~558		$	78,655
Notes payable			4950,~~919~~830			49,018
Convertible debt			~~249~~213,~~325~~575			245,135
			408,602			372,808
Total Liabilities			389,963			372,808
SHAREHOLDERS’ EQUITY
Common shares, authorized 1,000,000,000 shares at par value $0.001, issued and outstanding as of March 31, 2022, and December 31, 2021 - 960,468,779.			960,468			960,468
Common shares, authorized 1,000,000,000 shares at par value $0.001, issued and outstanding as of June 30, 2022 – 999,891,599 and December 31, 2021 - 960,468,779.			999,891			960,468
Additional paid in capital			21,~~666~~967,~~513~~703			21,666,513
Accumulated comprehensive income			131,859			131,859
Deficit			(1819,~~740~~062,~~842~~816	)		(18,705,048	)
			4,017,842			4,053,792
Total Shareholders' Equity			4,036,637			4,053,792
Total liabilities and shareholders’ equity		$	4,426,600		$	4,426,600

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

3 Earth Life Sciences Inc. Statement of Operations Unaudited

Earth Life Sciences Inc. Statement of Operations Unaudited

	Three months ended June 30, 2022			Three months ended June 30, 2021			Six months ended June 30, 2022			Six months ended June 30, 2021
Expenses
Consulting and subcontractors	$	15,000		$	2,260		$	43,500		$	7,260
Interest		4,584			5,583			9,675			10,579
Office and general		1,200			3,150			3,403			6,208
Stock-based compensation		301,190			-			301,190			1,519,544
Operating Expense		321,974			10,993			357,768			1,543,591
Net loss for the period		(321,974	)		(10,993	)		(357,768	)		(1,543,591	)
Total comprehensive income (loss)	$	(321,974	)	$	(10,993	)	$	(357,768	)	$	(1,543,591	)
Loss per share, basic and diluted	$	-		$	-		$	-		$	-

Weighted average number of shares outstanding		976,456,923			473,354,099			976,456,923			473,354,099

	Three months ended March 31, 2022			Three months ended March 31, 2021
Expenses
Consulting and subcontractors	$	28,500		$	5,000
Interest		5,091			4,996
Office and general		2,203			3,058
Stock-based compensation		—			1,519,544
		35,794			1,532,598
Net loss for the period		(35,794	)		(1,532,598	)
Total comprehensive income (loss)	$	(35,794	)	$	(1,532,598	)
Loss per share, basic and diluted	$	—		$	—
Weighted average number of shares outstanding		960,468,779			960,468,779

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

~~The~~Earth ~~Accompanying~~Life ~~notes~~Sciences ~~are~~Inc. ~~integral~~Statements ~~part~~ of ~~these~~Cash ~~unaudited financial~~Flows ~~statements.~~(unaudited)

	Six months ended June 30, 2022			Six months ended June 30, 2021
Cash Flows from Operating Activities

Loss for the period	$	(357,768	)	$	(1,543,591	)
Items not affecting cash:
Accrued interest		9,675			10,579
Stock-based compensation		301,190			1,519,544
Items not affecting Cash, net		(46,903	)		(13,468	)
Changes in non-cash working capital:
Prepaid expenses		-			4,000
Accounts payable and accrued liabilities		42,070			(1,402	)

Net cash provided by (used in) operating activities		(4,833	)		(18,870	)

Cash Flows from Financing Activities
Advances received from a shareholder		4,833			18,870

Net cash provided by financing activities		4,833			18,870

Cash Flows from Investing Activities

Net cash used in investing activities		-			-

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

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

Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
Shares issued in for debt	$	301,190		$	1,519,544

~~Earth~~The Accompanying ~~Life~~notes ~~Sciences~~are ~~Inc.~~integral ~~Statements~~part of ~~Cash~~these ~~Flows (~~unaudited) financial statements.

	Three months ended March 31, 2022			Three months ended March 31, 2021
Cash Flows from Operating Activities
Loss for the period	$	(35,794	)	$	(1,532,598	)
Items not affecting cash:
Accrued interest		4,291			4,996
Stock-based compensation		—			1,519,544
		(30,220	)		(8,058	)
Changes in non-cash working capital:
Prepaid expenses		—			4,000
Accounts payable and accrued liabilities		30,703			(8,812	)
Net cash provided by (used in) operating activities		(800	)		(12,870	)
Cash Flows from Financing Activities
Advances received from a shareholder		800			12,870
Net cash provided by financing activities		800			12,870
Cash Flows from Investing Activities
Net cash used in investing activities		—			—
Change in cash and cash equivalents		—			—
Cash and cash equivalents at beginning of period		—			—
Cash and cash equivalents at end of period	$	—		$	—
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—
Shares issued in for debt	$	—		$	1,519,544

Earth Life Sciences Inc.

Statements of Changes in Shareholders’ Equity

(unaudited)

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


	Share Capital
	Shares		Amount		Additional paid-in capital		Deficit			Cumulative other comprehensive income		Total
Balance, January 1, 2021		464,817,339		464,817		16,321,969		(17,120,553	)		131,859		(201,908	)
Shares issued for debt		50,651,440		50,651		1,519,544		-			-		1,570,195
Loss for the period		-		-		-		(1,543,591	)		-		(1,543,591	)
Balance, June 30, 2021		515,468,779	$	515,468	$	17,841,513	$	(18,664,144	)	$	131,859	$	(175,304	)

Balance, January 1, 2022		960,468,779		960,468		21,666,513		(18,705,048	)		131,859		4,053,792
Shares issued for debt		39,422,820		39,423		301,190		-			-		340,613
Loss for the period		-		-		-		(357,768	)		-		(357,768	)
Balance, June 30, 2022		999,891,599	$	999,891	$	21,967,703	$	(19,062,816	)	$	131,859	$	4,036,637

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

~~Earth~~EARTH ~~Life~~LIFE ~~Sciences~~SCIENCES ~~Inc~~INC. ~~Statements~~(A ofDevelopment ~~Changes~~Stage inCompany) ~~Shareholders’~~NOTES ~~Equity~~TO ~~(unaudited)~~THE FINANCIAL STATEMENTS June 30, 2022

	Share Capital
	Shares		Amount		Additional paid-in capital		Deficit			Cumulative other comprehensive income		Total
Balance, January 1, 2021		464,817,339	$	464,817	$	16,321,969	$	(17,120,553	)	$	131,859	$	(201,908	)
Shares issued for debt		50,651,440		50,651		1,519,544		—			—		1,570,195
Loss for the period		—		—		—		(1,532,598	)		—		(1,532,598	)
Balance, March 31, 2021		515,468,779	$	515,468	$	17,841,513	$	(18,653,151	)	$	131,859		(164,311	)
Balance, January 1, 2022		960,468,779		960,468		21,666,513		(18,705,048	)		131,859		4,053,792
Loss for the period		—		—		—		(35,794	)		—		(35,794	)
Balance, March 31, 2022		960,468,779	$	960,468	$	21,666,513	$	(18,740,842	)	$	131,859	$	4,017,998

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

~~The~~Earth Life ~~Accompanying~~Sciences ~~notes~~Inc. ~~are~~(the ~~integral~~“Company”) ~~part~~was incorporated in the state of ~~these~~Nevada ~~unaudited~~on November 2, 2001. Originally the corporate ~~financial~~name ~~statements~~was Altus Explorations, Inc. On June 2, 2014, the Company changed its name to Earth Life Sciences Inc.

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

~~EARTH~~On June ~~LIFE~~12, ~~SCIENCES~~2015, ~~INC~~the Company, through an option agreement, issued 225,000,000 shares to Mr. (ASong ~~Development~~Bo, ~~Stage~~to earn the mineral rights for the White Channel mineral claims located in British Columbia. The Company) ~~NOTES~~embarked TOon ~~THE~~mineral ~~FINANCIAL~~exploration ~~STATEMENTS~~program. ~~March~~During the year ended December 31, ~~2022~~2017, the Company terminated the exploration and development of the White Channel property based on unfavorable economics of the mineral resources. The Company returned 225,000,000 shares held in trust to the Company treasury in 2020.

~~NOTE~~In 2020 1the –Company ~~ORGANIZATION~~entered ~~AND~~into ~~NATURE~~the OFtransportation ~~BUSINESS~~software market, and in 2021 the Company entered into the digital healthcare services through the mode of online ordering and offline service (“O2O”). See (Note 3).

~~Earth~~These financial ~~Life~~statements ~~Sciences~~have ~~Inc.~~been (prepared on a going concern basis, which implies the “Company”) will continue to realize its assets and discharge ~~was~~its ~~incorporated~~liabilities in the ~~state~~normal course of ~~Nevada~~business. onThe ~~November~~Company 2,is ~~2001~~unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. ~~Originally~~The continuation of the ~~corporate~~Company ~~name~~as ~~was~~a ~~Altus~~going ~~Explorations,~~concern ~~Inc.~~and Onthe ~~June~~ability 2,of ~~2014,~~ the Company ~~changed~~to ~~its~~emerge ~~name~~from the Development stage are dependent upon management’s successful efforts to ~~Earth~~raise ~~Life~~additional ~~Sciences~~equity ~~Inc~~financing to continue operations and generate sustainable significant revenues.

OnThese financial ~~October~~statements 1,do ~~2010,~~not ~~the~~include ~~Company~~any ~~entered~~adjustments ~~into~~to ~~an Agreement (~~the ~~“Agreement”)~~recoverability ~~with~~and ~~UWD~~classification ~~Unitas~~of ~~World~~recorded ~~Development~~asset ~~Inc.~~amounts ~~(“UWD”),~~and aclassification of ~~privately~~liabilities ~~held~~that ~~Canadian~~might ~~incorporated~~be ~~company. Pursuant~~necessary toshould the ~~Agreement, the~~ Company ~~issued~~be ~~80,000,000~~unable ~~shares~~to ofcontinue ~~common~~as ~~stock~~a ~~for~~going ~~the~~concern. ~~acquisition~~The ~~100%~~Company ofwill ~~the~~require ~~issued~~significant additional ~~shares~~financial ofresources ~~Canadian Tactical~~and ~~Training~~will ~~Academy~~be ~~Inc~~dependent ~~(“CTTA”).~~on ~~The~~future ~~Company~~financings ~~operations~~to ~~consisted~~fund ofits ~~the~~ongoing ~~training~~operations ofas ~~law~~well ~~enforcement,~~as ~~security,~~other ~~investigation~~working capital ~~and~~requirements. ~~protection~~There ~~for~~is ~~officers~~no ~~and~~guarantee ~~individuals.~~that ~~During~~management ~~the~~will ~~year~~be ~~ended~~able ~~December~~to ~~31,~~raise ~~2015,~~adequate ~~the~~equity ~~Company~~financings ~~discontinued~~or ~~the~~generate profits from operations. These offactors ~~the~~raise ~~subsidiary, CTTA,~~substantial ~~and~~doubt ~~returned~~regarding the ~~shares~~Company’s ofability ~~CTTA~~to continue as a going concern.

OnManagement of ~~June~~the ~~12,~~Company ~~2015,~~has undertaken steps as part of a plan with the goal of sustaining Company, ~~through~~operations anfor ~~option~~the ~~agreement, issued~~next ~~225,000,000~~twelve ~~shares~~months toand Mrbeyond. These ~~Song~~steps ~~Bo,~~include: to(a) ~~earn~~continuing ~~the~~efforts ~~mineral~~to ~~rights~~raise ~~for~~additional ~~the~~capital ~~White~~and/or ~~Channel~~other ~~mineral~~forms ~~claims~~of ~~located~~financing; inand ~~British~~(b) ~~Columbia.~~controlling overhead ~~The~~and ~~Company~~expenses. ~~embarked~~Management onis ~~mineral~~aware ~~exploration~~that ~~program.~~material ~~During~~uncertainties ~~the~~exist, ~~year~~related ~~ended~~to ~~December~~current ~~31,~~economic ~~2017~~conditions, which could cast a doubt about the Company’s ~~terminated~~ability ~~the~~to ~~exploration~~continue ~~and development~~to offinance its activities. It is to be expected that the ~~White~~Company ~~Channel~~may ~~property~~incur ~~based~~further onlosses in ~~unfavorable~~the ~~economics~~Development of ~~the~~its ~~mineral~~business ~~resources.~~and ~~The~~there ~~Company~~can ~~returned~~be ~~225,000,000~~no ~~shares held~~assurance inthat ~~trust~~any toof ~~the~~these ~~Company~~efforts ~~treasury~~will inbe ~~2020~~successful.

~~In 2020 the Company entered into the transportation~~NOTE ~~software~~2 ~~market,~~– ~~and~~SUMMARY inOF ~~2021~~ACCOUNTING ~~the Company entered into the digital healthcare services through the mode of online ordering and offline service (“O2O”). See (Note 3).~~POLICIES

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

~~These~~ The financial statements doof ~~not include any adjustments to~~ the ~~recoverability~~Company ~~and~~have ~~classification~~been ofprepared ~~recorded~~in ~~asset~~accordance ~~amounts~~with ~~and~~accounting ~~classification~~principles ofgenerally ~~liabilities~~accepted ~~that~~in ~~might~~the beUnited ~~necessary should the~~States ~~Company~~of beAmerica ~~unable~~(“US toGAAP”) ~~continue as a going concern. The Company will require significant additional financial resources~~ and ~~will~~are beexpressed ~~dependent on~~in ~~future financings to fund its ongoing operations as well as other working capital requirements~~U.S. ~~There is no guarantee that management will be able to raise adequate equity financings or generate profits from operations~~dollars. ~~These~~The ~~factors raise substantial doubt regarding the~~ Company’s ~~ability~~fiscal toyear-end ~~continue~~is asDecember ~~a going concern~~31.

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

~~NOTE~~The preparation 2of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates and assumptions. Significant areas requiring the use of management estimates relate to the determination of impairment of long-lived assets, ~~SUMMARY~~expected OFtax ~~ACCOUNTING~~rates ~~POLICIES~~for future income tax recoveries and determining the fair values of financial instruments.

~~Basis of Presentation~~Equipment

~~The~~Equipment is ~~financial~~recorded ~~statements~~at ofcost. ~~the~~Additions ~~Company~~are ~~have~~capitalized ~~been prepared~~and inmaintenance ~~accordance~~and ~~with~~repairs ~~accounting~~are ~~principles~~charged ~~generally~~to ~~accepted~~expense inas ~~the~~incurred. ~~United~~Gains ~~States~~and oflosses ~~America~~on ~~(“US~~dispositions of ~~GAAP”)~~equipment ~~and~~ are ~~expressed~~ reflected in Uoperations.S. ~~dollars.~~Depreciation ~~The~~is ~~Company’s~~provided ~~fiscal~~using ~~year~~the straight-~~end~~line ismethod ~~December~~over 31the estimated useful lives of the assets.

7 Impairment of Assets

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

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

~~Equipment~~The Company reports and displays comprehensive income and its components in the financial statements. During the periods ended June 30, 2022, and 2021, the Company recorded unrealized foreign exchange gains of $nil and $nil respectfully.

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

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

The Company ~~reviews~~recognizes the ~~carrying~~financial ~~value~~statement benefit of ~~its~~a ~~long-lived assets~~tax ~~annually~~position oronly ~~whenever~~after ~~events~~determining ~~or changes in circumstances indicate~~ that the ~~historical~~relevant ~~carrying~~tax ~~value~~authority ofwould anmore likely ~~asset~~than ~~may~~not nosustain ~~longer~~the ~~be appropriate.~~position ~~The~~following ~~Company~~an ~~assesses~~audit. ~~recoverability~~For oftax ~~the~~positions ~~carrying~~meeting ~~value~~this ~~cost~~standard, of the ~~asset~~amount byrecognized ~~estimating~~in the ~~future net cash flows expected~~financial tostatements ~~result~~is ~~from~~ the ~~asset,~~largest ~~including~~benefit ~~eventual~~that ~~disposition.~~has Ifa ~~the~~greater ~~future net cash flows are less~~ than ~~the~~50 ~~carrying~~percent ~~value~~likelihood of ~~the~~being ~~asset, an~~realized ~~impairment~~upon ~~loss~~ultimate issettlement ~~recorded~~with ~~equal to~~ the ~~difference~~relevant tax ~~between the asset’s carrying value and fair value~~authority.

~~Other~~Basic and ~~Comprehensive~~Diluted ~~Income~~Loss per Share

Basic loss per share is computed using the weighted average number of common shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The ~~Company~~dilutive effect ~~reports~~of options and ~~displays~~warrants ~~comprehensive~~and ~~income~~ their equivalent is computed by application of the treasury stock method and ~~its~~the ~~components~~effect inof convertible securities by the ~~financial~~“if ~~statements~~converted” method. ~~During~~For the ~~periods~~years ~~ended~~presented, ~~March~~diluted ~~31,~~loss ~~2022,~~per ~~and~~share ~~2021,~~is ~~the~~equal ~~Company~~to ~~recorded~~basic ~~unrealized~~loss ~~foreign~~per share ~~exchange~~as ~~gains~~the effect of ~~$nil~~the ~~and~~computations ~~$nil~~are ~~respectfully~~anti-dilutive.

~~Income Taxes~~Financial Instruments

The Company’s ~~uses~~balance ~~the~~sheet ~~asset~~includes ~~and~~financial ~~liability~~instruments, ~~method~~specifically ~~of accounting~~accounts ~~for~~payable, ~~income~~accrued ~~taxes. Under this method~~expenses, ~~deferred income tax assets~~ and ~~liabilities~~payables ~~are~~to ~~recognized for the future tax consequences~~related ~~attributable~~parties. toThe ~~temporary differences between the financial statements~~ carrying amounts of current assets and current liabilities ~~and~~approximate their ~~respective tax~~fair ~~bases.~~value ~~Deferred~~because ~~tax~~of ~~assets~~the ~~and~~relatively ~~liabilities~~short period ~~are~~of ~~measured~~time ~~using~~between ~~enacted tax rates expected to apply to taxable income in~~ the ~~years~~origination ~~in which~~of ~~those~~these ~~temporary~~instruments ~~differences~~and ~~are~~their expected ~~to be recovered or settled~~realization.

~~The~~ASC 820, ~~Company~~Fair ~~recognizes~~Value Measurements and Disclosures, defines fair value as the ~~financial~~exchange ~~statement~~price ~~benefit~~that would be received for an asset or ofpaid to transfer a ~~tax~~liability ~~position~~(an ~~only~~exit ~~after~~price) ~~determining~~in ~~that~~the principal or most advantageous market for the ~~relevant~~asset ~~tax~~or ~~authority~~liability ~~would~~in ~~more~~an ~~likely~~orderly ~~than~~transaction between ~~not~~market ~~sustain~~participants on the ~~position~~measurement ~~following~~date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s ~~audit.~~own ~~For~~assumptions ~~tax~~about ~~positions~~market ~~meeting~~participant ~~this~~assumptions ~~standard,~~developed based on the ~~amount~~best ~~recognized~~information available in the ~~financial~~circumstances ~~statements~~(unobservable inputs). isThe fair value hierarchy consists of three broad levels, which gives the ~~largest~~highest ~~benefit~~priority ~~that~~to ~~has~~unadjusted aquoted ~~greater than~~prices 50in ~~percent~~active markets ~~likelihood~~for ofidentical ~~being~~assets ~~realized~~or ~~upon~~liabilities ~~ultimate~~(Level ~~settlement~~1) ~~with~~and the ~~relevant~~lowest ~~tax~~priority ~~authority~~to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

~~Basic~~Level 1 ~~and~~– ~~Diluted~~Unadjusted ~~Loss~~quoted ~~per~~prices ~~Share~~in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

~~Basic~~Level 2 ~~loss~~– ~~per~~Inputs ~~share~~other isthan ~~computed~~quoted ~~using~~prices ~~the~~included ~~weighted average~~within ~~number~~Level of1 ~~common~~that ~~shares~~are ~~outstanding~~observable ~~during~~for the ~~year.~~asset ~~Diluted~~or ~~earnings~~liability, ~~per~~either ~~share~~directly ~~reflect~~or ~~the potential dilution that could occur~~indirectly, ifincluding ~~potentially~~quoted ~~dilutive~~prices ~~securities~~for ~~were~~similar ~~exercised~~assets or ~~converted~~liabilities toin ~~common~~active ~~stock.~~markets; ~~The~~quoted ~~dilutive~~prices ~~effect~~for ofidentical ~~options~~or ~~and~~similar ~~warrants~~assets ~~and~~or ~~their~~liabilities ~~equivalent~~in ismarkets ~~computed~~that byare ~~application~~not ofactive; ~~the~~inputs ~~treasury~~other ~~stock~~than ~~method~~quoted ~~and~~prices ~~the~~that ~~effect~~are ofobservable ~~convertible~~for ~~securities by~~ the ~~“if~~asset ~~converted” method.~~or ~~For~~liability ~~the years presented~~(e.g., ~~diluted~~interest ~~loss~~rates); and ~~per~~inputs ~~share~~that isare ~~equal~~derived toprincipally ~~basic~~from ~~loss~~or ~~per~~corroborated ~~share~~by asobservable ~~the~~market ~~effect~~data ofby ~~the~~correlation ~~computations~~or ~~are~~other ~~anti-dilutive~~means.

~~Financial~~Level 3 ~~Instruments~~– Inputs that are both significant to the fair value measurement and unobservable.

~~The~~Fair value ~~Company’s~~estimates ~~balance~~discussed ~~sheet~~herein ~~includes~~are ~~financial instruments,~~based ~~specifically~~upon ~~accounts~~certain ~~payable,~~market ~~accrued~~assumptions ~~expenses,~~ and ~~payables~~pertinent toinformation ~~related~~available ~~parties~~to management. The respective carrying ~~amounts~~value of ~~current~~certain ~~assets and~~on-balance-sheet ~~current~~financial ~~liabilities~~instruments ~~approximate~~approximated their fair ~~value~~values ~~because~~due ofto the ~~relatively~~ short-term ~~period~~nature of ~~time between the origination of~~ these ~~instruments~~ ~~and their expected realization~~instruments.

8 Revenue Recognition

~~ASC~~The Company ~~820,~~follows ~~Fair~~ASC ~~Value Measurements and Disclosures~~605, ~~defines~~ ~~fair~~Revenue ~~value~~Recognition as-The ~~the~~Company ~~exchange~~recognizes ~~price~~revenue ~~that~~when ~~would~~it beis ~~received~~realized ~~for an asset~~ or ~~paid~~realizable toand ~~transfer~~earned. aThe ~~liability (an exit price) in the principal~~Company orconsiders ~~most~~revenue ~~advantageous~~realized ~~market for the asset~~ or ~~liability~~realizable inand anearned ~~orderly~~when ~~transaction~~all ~~between~~of ~~market participants on~~ the ~~measurement~~following ~~date. ASC~~criteria ~~820~~are ~~also~~met: ~~establishes a fair value hierarchy that distinguishes between~~ (1i) ~~market~~ ~~participant~~persuasive ~~assumptions~~evidence ~~developed~~of ~~based~~an onarrangement ~~market~~exists, ~~data obtained from independent sources~~ (~~observable inputs~~ii) ~~and~~the ~~(2) an~~product ~~entity’s~~has ~~own~~been ~~assumptions~~shipped ~~about~~or ~~market participant assumptions developed based on~~ the ~~best~~services ~~information~~have ~~available~~been inrendered to the ~~circumstances~~customer, (~~unobservable inputs~~iii). ~~The~~the ~~fair~~sales ~~value~~price ~~hierarchy~~is ~~consists of~~fixed ~~three~~or ~~broad levels~~determinable, and ~~which~~(iv) ~~gives~~collectability ~~the~~is ~~highest~~reasonably ~~priority~~assured. toThe ~~unadjusted~~Company ~~quoted~~provides ~~prices~~services into ~~active~~companies ~~markets~~on ~~for~~a ~~identical~~time ~~assets~~and ormaterials ~~liabilities~~basis and recognizes ~~(Level~~revenues 1)upon ~~and~~billing ~~the~~of ~~lowest~~time ~~priority~~and tomaterials ~~unobservable~~at ~~inputs~~which ~~(Level~~all ~~3).~~services ~~The~~have ~~three~~been ~~levels~~completed ofand ~~the~~there ~~fair~~is ~~value~~no ~~hierarchy~~warranty ~~are~~or ~~described~~returns ~~below:~~on services.

~~Level 1 - Unadjusted quoted prices in active~~Deferred ~~markets~~Income ~~that~~Taxes ~~are~~and ~~accessible~~Valuation ~~at the measurement date for identical, unrestricted assets or liabilities~~Analysis

~~Level~~The Company 2accounts -for ~~Inputs~~income ~~other~~taxes ~~than~~under ~~quoted~~ASC ~~prices included~~740 ~~within~~Income ~~Level~~Taxes. 1Under ~~that~~the asset and liability method of ASC 740, deferred tax assets and liabilities are ~~observable~~recognized for the ~~asset~~future ortax ~~liability,~~consequences ~~either~~attributable ~~directly~~to ordifferences ~~indirectly,~~between ~~including~~the ~~quoted~~financial ~~prices~~statements ~~for similar~~carrying amounts of existing assets orand liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in ~~active~~the ~~markets;~~years ~~quoted~~in ~~prices~~which ~~for~~those ~~identical~~temporary differences are expected to be recovered or ~~similar~~settled. The effect on deferred tax assets orand liabilities of a change in ~~markets~~tax ~~that~~rates ~~are~~is ~~not~~recognized ~~active; inputs~~in ~~other~~income ~~than~~in ~~quoted~~the ~~prices~~period ~~that~~the ~~are~~enactment ~~observable~~occurs. A valuation allowance is provided for ~~the~~certain ~~asset~~deferred ortax ~~liability~~assets ~~(e.g.,~~if ~~interest~~it ~~rates);~~is ~~and~~more ~~inputs~~likely than not that ~~are~~the ~~derived~~Company ~~principally~~will not realize tax ~~from~~assets through future operations. No deferred tax assets or ~~corroborated~~liabilities bywere ~~observable~~recognized ~~market~~as ~~data~~of byJune ~~correlation~~30, 2022, or ~~other~~December ~~means~~31, 2021.

~~Level 3 - Inputs that are both significant~~Net toIncome ~~the~~(loss) ~~fair~~per ~~value~~Common ~~measurement and unobservable.~~Share

~~Fair~~Net income ~~value~~(loss) ~~estimates~~per ~~discussed~~share ~~herein~~is ~~are~~calculated ~~based~~in ~~upon~~accordance with ASC 260, “Earnings Per Share.” The weighted-average number of common ~~certain~~shares ~~market~~outstanding ~~assumptions~~during ~~and~~each ~~pertinent~~period ~~information~~is ~~available~~used to ~~management.~~compute ~~The~~basic ~~respective~~earning ~~carrying~~or ~~value~~loss ofper ~~certain~~share. ~~on-balance-sheet financial~~Diluted ~~instruments~~earnings ~~approximated~~or ~~their~~loss ~~fair~~per ~~values~~share ~~due~~is tocomputed using the ~~short-term~~weighted ~~nature~~average number of ~~these~~shares ~~instruments~~and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.

~~Revenue~~Basic net ~~Recognition~~income (loss) per common share is based on the weighted average number of shares of common stock outstanding at June 30, 2022, and 2021.

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

~~Deferred~~ASC 718, ~~Income~~Compensation ~~Taxes~~– Stock Compensation, prescribes accounting and ~~Valuation~~reporting ~~Analysis~~standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for ~~income~~stock-based ~~taxes~~compensation ~~under~~issued ~~ASC~~to ~~740 Income~~non-employees ~~Taxes.~~and ~~Under~~consultants ~~the~~in ~~asset~~accordance ~~and~~with ~~liability~~the ~~method~~provisions of ASC ~~740~~505-50, ~~deferred tax assets and liabilities are recognized for the future~~ ~~tax~~Equity ~~consequences~~– ~~attributable~~Based toPayments differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to ~~apply to taxable income in the years in which those temporary differences are expected to be recovered or settled~~Non-Employees. ~~The~~Measurement ~~effect on deferred tax assets and liabilities~~ of ashare-based ~~change~~payment intransactions ~~tax~~with ~~rates~~non-employees is ~~recognized~~based ~~in income in~~ on the ~~period~~fair ~~the~~value ~~enactment~~of ~~occurs.~~whichever ~~A valuation allowance~~ is ~~provided for certain deferred tax assets if it is~~ more ~~likely~~reliably ~~than~~measurable: ~~not~~(a) ~~that~~ the ~~Company~~goods ~~will~~or ~~not~~services ~~realize~~received; ~~tax assets through future operations. No deferred tax assets~~ or ~~liabilities~~(b) ~~were~~the ~~recognized~~equity asinstruments ~~of March 31, 2022, or December 31, 2021~~issued.

~~Net~~Share-based expense ~~Income~~for ~~(loss)~~the ~~per~~periods ~~Common~~ended ~~Share~~June 30, 2022, and 2021 totaled $301,190 and $1,519,544 respectively.

~~Net income (loss) per share is calculated in accordance~~NOTE ~~with~~3 ~~ASC~~– ~~260,~~SOFTWARE “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.TECHNOLOGIES

9 The Company entered into an agreement with the Software Group in January of 2020. The Company issued 32,000,000 restricted common shares to the four members of the Software Group as general consideration at a fair value of $176,000. The Company also issued 325 million common shares to an escrow agent. Pursuant to the terms of the agreement the escrow agent will transfer 125 million shares to the Software Group upon the Company receiving a working version of the software and necessary support documentation, after testing, acceptance, and license transfer of the software. Further transfer of 100 million shares held by the escrow agent will be based on gross sales of $1 million being reached in a consecutive twelve-month period within 3 years, and a further 100 million shares after gross sales of $5 million being reached in a consecutive twelve-month period within 5 years. All shares issued were restricted.

~~Basic~~In October ~~net~~2021 ~~income~~the ~~(loss)~~Company ~~per~~entered ~~common~~into ~~share~~an isacquisition ~~based~~agreement with VIVA Health HK Limited, a “one-stop smart branded” healthcare onservice, to be implemented in the ~~weighted~~United ~~average~~States. ~~number~~VIVA ofutilizes ~~shares~~artificial ofintelligence ~~common~~and ~~stock~~big ~~outstanding~~data, atthrough ~~March~~their 31platform to provide health care services. The customized platform is proposed to address American needs to provide services through the mode of online ordering and offline service (“O2O”), ~~2022~~the services being a one-stop smart life service branded platform, oriented to the health care industry and ~~2021~~designed to meet the needs of seniors and particularly of Asian descent.

~~Share~~Under the ~~Based~~terms ~~Compensation~~of the agreement, the Company issued 425 million common shares to an escrow agent at a fair value of $4,250,000 and upon receiving a satisfactory minimum viable product version and a Beta version completed and demonstrated with necessary support documentation, the Escrow Agent will transfer the shares to Viva. A further issuance of 750 million shares will be issued upon the O2O website going fully live and operational. All shares being issued are restricted.

~~ASC~~NOTE 4 ~~718, Compensation~~ – ~~Stock~~CONVERTIBLE ~~Compensation, prescribes~~NOTE accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).PAYABLE

~~The~~As of June 30, 2022, the Company ~~accounts~~had ~~for~~convertible ~~stock~~notes payable totaling $213,575 (December 31, 2021 -~~based~~ ~~compensation~~$245,135). Convertible notes were issued on July 1, 2020, pursuant to ~~non-employees~~the ~~and~~conversion ~~consultants~~of inNotes ~~accordance~~Payable ~~with~~of ~~the~~$264,883 ~~provisions~~as of ~~ASC~~June ~~505-50~~30, ~~Equity~~2020 –(Amounts ~~Based~~payable ~~Payments~~December to31, ~~Non-Employees.~~2019, ~~Measurement~~of $248,103). Previously convertible notes payable consisted of ~~share-based~~the ~~payment~~conversion ~~transactions~~of ~~with~~a ~~non-employees~~Notes isPayable ~~based~~in on2011 ~~the~~and ~~fair~~had ~~value~~no interest rate and no fixed terms of ~~whichever~~repayment. isThe ~~more~~recent ~~reliably~~convertible ~~measurable:~~notes payable has an interest rate of 8% commencing on January 1, 2021. The notes ~~(a)~~are ~~the~~convertible ~~goods~~into orcommon ~~services~~shares ~~received;~~at or$0.001 ~~(b)~~per share. Currently, the ~~equity~~notes ~~instruments~~could ~~issued~~be converted to 213,575,000 shares.

~~Share-based expense for the periods ended March 31,~~NOTE ~~2022,~~5 ~~and~~– ~~2021 totaled~~COMMON ~~$nil and $1,519,544 respectively.~~STOCK

~~NOTE~~As of 3June –30, ~~SOFTWARE~~2022, ~~TECHNOLOGIES~~the Company had 1,000,000,000 shares of $0.001 par value common shares authorized. On October 8, 2020, the authorized share capital was increased from 500,000,000 shares to 1,000,000,000 common shares.

~~The Company entered into an agreement with the~~NOTE ~~Software~~6 ~~Group~~– inINCOME January of 2020. The Company issued 32,000,000 restricted common shares to the four members of the Software Group as general consideration at a fair value of $176,000. The Company also issued 325 million common shares to an escrow agent. Pursuant to the terms of the agreement the escrow agent will transfer 125 million shares to the Software Group upon the Company receiving a working version of the software and necessary support documentation, after testing, acceptance, and license transfer of the software. Further transfer of 100 million shares held by the escrow agent will be based on gross sales of $1 million being reached in a consecutive twelve-month period within 3 years, and a further 100 million shares after gross sales of $5 million being reached in a consecutive twelve-month period within 5 years. All shares issued were restricted.TAXES

~~In October 2021 the~~ The Company ~~entered~~is ~~into~~subject ~~an acquisition agreement with VIVA Health HK Limited, a “one-stop smart branded” healthcare service,~~ to ~~be implemented in the~~ United States. ~~VIVA~~federal ~~utilizes artificial intelligence~~ and ~~big~~state ~~data,~~income ~~through~~taxes ~~their~~at ~~platform~~an toapproximate ~~provide~~rate ~~health~~of ~~care services~~27%. The ~~customized~~amount ~~platform~~taken isinto ~~proposed~~income toas ~~address~~deferred ~~American~~income ~~needs~~tax toassets ~~provide~~must ~~services~~reflect ~~through~~that portion of the ~~mode~~income oftax ~~online~~loss ~~ordering~~carry ~~and~~forwards ~~offline~~that ~~service~~is ~~(“O2O”),~~more ~~the~~likely-than-not ~~services~~to ~~being~~be arealized ~~one-stop~~from future ~~smart~~operations. ~~life~~The ~~service~~Company ~~branded~~has ~~platform,~~chosen ~~oriented~~ to ~~the~~provide ~~health~~a ~~care~~full ~~industry~~valuation ~~and~~allowance ~~designed~~against toall ~~meet~~available ~~the~~income ~~needs~~tax ofloss ~~seniors~~carry ~~and~~forwards, ~~particularly~~regardless of their time of ~~Asian~~ ~~descent~~expiry.

~~Under~~No provision ~~the~~for ~~terms~~income oftaxes ~~the~~has ~~agreement, the~~been ~~Company~~provided ~~issued~~in ~~425~~these ~~million~~financial ~~common~~statements ~~shares~~due to anthe ~~escrow~~net ~~agent~~loss atfor athe ~~fair~~periods ~~value~~ended ofJune $430,~~250~~ 2022,~~000~~ and ~~upon receiving a satisfactory minimum~~ ~~viable~~2021. ~~product~~The ~~version~~potential ~~and~~tax ~~a Beta~~benefit ~~version completed~~of ~~and~~these ~~demonstrated with necessary~~losses ~~support~~may ~~documentation,~~be ~~the~~limited ~~Escrow~~due ~~Agent~~to ~~will~~certain ~~transfer~~change ~~the~~in ~~shares~~ownership toprovisions ~~Viva.~~under ASection ~~further~~382 ~~issuance~~ of ~~750 million shares will be issued upon~~ the Internal ~~O2O~~Revenue ~~website~~Code ~~going fully live~~ and ~~operational.~~similar ~~All~~state ~~shares being issued are restricted~~provisions.

NOTE 7 4 – ~~CONVERTIBLE~~NOTES ~~NOTE~~ PAYABLE

As of ~~March~~June 3130, 2022, the Company had ~~convertible~~ notes payable ~~totaling~~of $~~249~~50,~~325~~830 (December 31, 2021 - $~~245~~49,~~135~~018). ~~Convertible~~The notes ~~were~~are ~~issued~~repayable onto ~~July~~arms-length 1,lenders for ~~2020,~~advances ~~pursuant~~received toby the ~~conversion of~~Company ~~Notes~~starting ~~Payable~~in of2015. ~~$264,883~~On ~~as of~~ June 30, 2020 ~~(Amounts payable December 31~~, ~~2019, of $248,103). Previously convertible notes payable consisted of~~ the ~~conversion~~Company ofagreed ato ~~Notes~~pay ~~Payable in 2011 and had no~~ interest ~~rate~~at ~~and~~the ~~no fixed terms of repayment. The recent convertible notes payable have an interest~~ rate of 8% ~~commencing~~per annum starting on January 1, 2021. The notes payable are ~~convertible~~payable ~~into~~on ~~common~~demand. ~~shares~~On atJuly ~~$0.001~~1, ~~per share. Currently~~2020, ~~the~~Notes ~~notes~~Payable ~~could~~of be$264,883 ~~converted~~were changed to ~~249,325,000~~convertible notes ~~shares~~payable. See Note 4.

10 NOTE 8 – SUBSEQUENT EVENTS

~~NOTE 5 – COMMON STOCK~~Nil

~~As of March 31, 2022, the Company had 1,000,000,000~~ITEM ~~shares of $0~~2.~~001~~ ~~par~~MANAGEMENT ~~value~~DISCUSSION ~~common~~AND ~~shares~~ANALYSIS ~~authorized.~~AND OnPLAN ~~October~~OF ~~8, 2020, the authorized share capital was increased from 500,000,000 shares to 1,000,000,000 common shares.~~OPERATION

~~NOTE~~RESULTS OF ~~6 – INCOME TAXES~~OPERATIONS

~~The Company is subject to United States federal and~~Six ~~state~~months ~~income~~ended ~~taxes~~June at30, an approximate rate of 27%. The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards2022, ~~regardless~~and ~~of their time of expiry.~~2021

~~No provision for income taxes has been provided in~~Our ~~these financial statements due to the~~ net loss for the ~~periods~~period ended ~~March~~June 3130, 2022, ~~and~~was ~~2021.~~$357,768 ~~The~~as ~~potential~~compared ~~tax benefit of these losses may be limited due~~ to ~~certain~~a ~~change~~loss inof ~~ownership~~$1,532,598 ~~provisions~~for ~~under Section 382 of~~ the ~~Internal~~six ~~Revenue~~months ~~Code~~ended ~~and~~June ~~similar~~30, ~~state provisions~~2021.

~~NOTE~~Office and 7general –expenses ~~NOTES~~consisted ~~PAYABLE~~of filing and transfer agent fees of $2,850 (2021 - $2,808) rent of $450 ( 2021 - $2,400), legal $nil (2021 - $1,000) for the six months ended June 30, 2022. Demographic analysis of $21,000 was incurred in consulting fees in the current quarter.

~~As of March 31, 2022, the Company had notes payable~~LIQUIDITY ofAND ~~$49,919~~CAPITAL (December 31, 2021 - $49,018). The notes are repayable to arms-length lenders for advances received by the Company starting in 2015. On June 30, 2020, the Company agreed to pay interest at the rate of 8% per annum starting on January 1, 2021. The notes payable are payable on demand. On July 1, 2020, Notes Payable of $264,883 were changed to convertible notes payable. See Note 4.RESOURCES

~~NOTE~~If we 8are –unsuccessful ~~SUBSEQUENT~~in ~~EVENTS~~obtaining financing and fail to achieve and sustain a profitable level of operations, we may be unable to fully implement our business plans or continue operations. Future financing through equity, debt or other sources could result in the dilution of Company equity, increase our liabilities, and/or restrict the future availability and use of cash resources. Additionally, there can be no assurance that adequate financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to execute our business plans, and will be required to scale back the pace and magnitude of our oil and gas prospects drilling and development initiatives. We also may not be able to meet our vendor and service provider obligations as they become due. In such event, we will be forced to cease our operations.

~~On April 19, 2022, the Company issued 39,422,820 shares~~ITEM ~~pursuant to the conversion of convertible notes payable at the rate of $0~~3.~~001~~ ~~per~~QUANTITATIVE ~~share.~~AND ~~See~~QUALITATIVE ~~note~~DISCLOSURES 4,ABOUT ~~Convertible~~MARKET ~~Note Payable.~~RISK

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

ITEM 2 4. ~~MANAGEMENT~~CONTROLS ~~DISCUSSION~~ AND ~~ANALYSIS AND PLAN OF OPERATION~~PROCEDURES

~~RESULTS~~Evaluation of OFDisclosure ~~OPERATIONS~~Controls and Procedures

~~Three~~Disclosure controls ~~months~~and ~~ended~~procedures ~~March~~are 31controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”). Based upon that evaluation, our Principal Executive Officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2022, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and ~~2021~~no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.

~~Our net loss for the three months ended March 31,~~Changes ~~2022,~~in ~~was~~Internal ~~$35,794~~Control asover ~~compared~~Financial ~~to a loss of $1,532,598 the three months ended March 31, 2021.~~Reporting

~~Office~~Our management ~~and~~has ~~general~~also ~~expenses~~evaluated ~~consisted~~our ofinternal ~~filing~~control ~~and transfer~~over ~~agent~~financial ~~fees of $1~~reporting,~~753~~ ~~(March~~and ~~2021~~there -have ~~$1,458)~~been ~~rent~~no ofsignificant ~~$450~~changes ~~(March~~in ~~2021~~our -internal controls ~~$600),~~or ~~legal~~in ~~$nil~~other ~~(March~~factors ~~2021~~that -could ~~$1,000)~~significantly ~~for~~affect ~~the~~those ~~three~~controls ~~months ended~~subsequent ~~March~~to ~~31,~~the ~~2022.~~date ~~Demographic analysis~~ of ~~$21,000~~our ~~was~~last ~~incurred in consulting fees in the current quarter~~evaluation.

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

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

ITEM 3 1. ~~QUANTITATIVE~~LEGAL ~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~PROCEEDINGS

~~We are a smaller reporting company as defined by~~The ~~Rule~~Company ~~12b-2~~has ofno ~~the~~known ~~Securities~~legal ~~Exchange~~disputes ~~Act~~at ~~of 1934 and are not required to provide the information under~~ this ~~item~~time.

ITEM 4 1A. ~~CONTROLS~~RISK ~~AND PROCEDURES~~FACTORS

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

~~Disclosure controls and procedures are controls and~~ITEM procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms2. ~~Disclosure~~UNREGISTERED ~~controls~~SALES ~~and~~OF ~~procedures include,~~EQUITY ~~without~~SECURITIES ~~limitation,~~AND ~~controls~~USE ~~and~~OF procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”). Based upon that evaluation, our Principal Executive Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2022, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.PROCEEDS

~~Changes in Internal Control over Financial Reporting~~None.

~~Our management has also evaluated our internal control~~ITEM ~~over~~3. ~~financial~~DEFAULTS ~~reporting,~~UPON ~~and~~SENIOR ~~there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.~~SECURITIES

The ~~Company is not required by current SEC rules to~~ ~~include, and does not include an auditor’s attestation report. The~~ Company’s ~~registered public accounting firm~~ has ~~not~~no ~~attested to~~senior ~~Management’s~~securities ~~reports on the Company’s internal control over financial reporting~~outstanding.

12 ITEM 4. MINE SAFETY DISCLOSURES

~~PART II - OTHER INFORMATION~~Not Applicable.

ITEM 1 5. ~~LEGAL~~OTHER ~~PROCEEDINGS~~INFORMATION

~~The Company has no known legal disputes at this time~~None.

~~ITEM~~PART II ~~1A.~~– ~~RISK~~OTHER ~~FACTORS~~INFORMATION

~~We are a smaller reporting company as defined by Rule~~ITEM ~~12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item~~14. EXHIBITS

~~ITEM~~Exhibits required 2.by ~~UNREGISTERED~~Item ~~SALES~~601 OFof ~~EQUITY~~Regulation ~~SECURITIES AND USE OF PROCEEDS~~S-B

~~None.~~(3) ARTICLES OF INCORPORATION AND BYLAWS

~~ITEM~~ 3.1 ~~DEFAULTS~~Articles ~~UPON~~of ~~SENIOR~~Incorporation ~~SECURITIES~~(incorporated by reference to our SB2 Registration Statement filed January 29, 2002).

~~The~~3.2 ~~Company~~Bylaws ~~has~~(incorporated noby ~~senior~~reference ~~securities~~to ~~outstanding~~our SB2 Registration Statement filed January 29, 2002).

~~ITEM~~3.3 4Certificate of Forward Stock Split filed with Nevada Secretary of State on November 6, 2003. ~~MINE~~(Incorporated ~~SAFETY~~by ~~DISCLOSURES~~reference from our Annual Report on Form 10-KSB, filed on April 13, 2004)

~~Not~~3.4 ~~Applicable~~Certificate of Change Pursuant to NRS 78.209 filed with the Nevada Secretary of State on February 2, 2004. (Incorporated by reference from our Annual Report on Form 10-KSB, filed on April 13, 2004)

~~ITEM 5~~3.5 ~~OTHER~~Certificate ~~INFORMATION~~of Amendment (Name Change) filed with the Nevada Secretary of State on November 4, 2010.

~~None~~3.6 Certificate of Amendment to increase the number of authorized shares from 250,000,000 to 450,000,000) filed with the Nevada Secretary of State on June 2, 2011.

13 3.7 Certificate of Amendment to increase the number of authorized shares from 450,000,000 to 500,000,000 filed with the Nevada Secretary of State on December 4, 2018.

~~ITEM 6~~3.8 ~~EXHIBITS~~Certificate of Amendment to increase the number of authorized shares from 500,000,000 to 1,000,000,000 filed with the Nevada Secretary of State on October 8, 2020.

~~Exhibits~~(10) ~~required~~MATERIAL ~~by Item 601 of Regulation S-B~~CONTRACTS

10.1 Convertible Loan Agreement between Altus Explorations Inc. and CodeAmerica Investments, LLC dated March 8, 2007 (3)incorporated ~~ARTICLES~~by OFreference ~~INCORPORATION~~from ~~AND~~our ~~BYLAWS~~Current Report on Form 8-K, filed on March 13, 2007).

310.12 ~~Articles~~Convertible ofLoan ~~Incorporation~~Agreement between Altus Explorations Inc. and Paragon Capital, LLC dated March 8, 2007 (incorporated by reference tofrom our ~~SB2~~Current ~~Registration~~Report ~~Statement~~on Form 8-K, filed ~~January~~on 29March 13, ~~2002~~2007).

10.3 Convertible Loan Agreement between Altus Explorations Inc.2 ~~Bylaws~~and DLS Energy Associates, LLC dated March 8, 2007 (incorporated by reference tofrom our ~~SB2~~Current ~~Registration~~Report ~~Statement~~on Form 8-K, filed ~~January~~on 29March 13, ~~2002~~2007).

310.34 ~~Certificate~~2004 ~~of Forward~~ Stock ~~Split~~Option ~~filed~~Plan ~~with Nevada Secretary of State on November 6, 2003.~~ (~~Incorporated~~incorporated by reference from our ~~Annual~~Registration ~~Report~~Statement onof Form 10S-~~KSB~~8, filed on ~~April~~February 1327, 2004)

310.45 ~~Certificate~~Agreement ofbetween ~~Change~~Earth ~~Pursuant~~Life toScience ~~NRS 78~~Inc.~~209~~ ~~filed~~and ~~with~~Bo ~~the~~Song ~~Nevada~~pursuant ~~Secretary~~to ofthe ~~State~~acquisition onof ~~February~~the 2,White ~~2004.~~Channel ~~(Incorporated~~mineral byproperty ~~reference~~dated ~~from~~May ~~our Annual Report on Form 10-KSB~~16, ~~filed on April 13, 2004)~~2015.

3.5 Certificate of Amendment (Name Change) filed with the Nevada Secretary of State on November 4, 2010.

	10.6	Software Development, Acquisition and License Agreement between Earth Life Sciences Inc., Cameron Morris, Oleksiy Mykhaylov, Oleksiy Ptashniy Barry Scharf, and Shatter Tech Venture Holdings Inc. dated January 6, 2020.

	10.7	Development and Acquisition Agreement between Earth Life Sciences Inc. and VIVA Heath HK Limited dated September 1, 2021 (incorporated by reference from our Annual Report on Form 10-K, filed April 15, 2022).

~~3.6 Certificate of Amendment to increase the number of authorized shares from 250,000,000 to 450,000,000~~(14) ~~filed~~CODE ~~with~~OF ~~the Nevada Secretary of State on June 2, 2011.~~ETHICS

314.71 ~~Certificate~~Code of ~~Amendment~~Business toConduct ~~increase~~and ~~the~~Ethics ~~number~~(incorporated ofby ~~authorized~~reference ~~shares~~ from ~~450,000,000~~our toAnnual ~~500,000,000~~Report ~~filed~~on ~~with~~Form ~~the~~10-KSB, ~~Nevada~~filed ~~Secretary of State~~ on ~~December~~April 413, ~~2018.~~2004)

~~3.8~~(31) ~~Certificate~~Certification ofPursuant ~~Amendment~~ to ~~increase~~Rule ~~the~~13a-14(a) ~~number~~or 15d-14(a) of ~~authorized~~the ~~shares~~U.S. ~~from~~Securities ~~500,000,000~~Exchange toAct ~~1,000,000,000 filed with the Nevada Secretary~~ of ~~State on October 8, 2020.~~1934

(1032) ~~MATERIAL~~Section ~~CONTRACTS~~1350 Certification of the Principal Executive Officer and Principal Financial Officer

10.1 Convertible Loan Agreement between Altus Explorations Inc. and CodeAmerica Investments, LLC dated March 8, 2007 (incorporated by reference from our Current Report on Form 8-K, filed on March 13, 2007).SIGNATURES

~~10.2~~In accordance ~~Convertible~~with ~~Loan~~Section ~~Agreement~~13 ~~between~~or ~~Altus~~15(d) ~~Explorations~~of ~~Inc.~~the ~~and~~Exchange ~~Paragon Capital~~Act, ~~LLC~~the ~~dated~~registrant ~~March~~caused 8,this ~~2007~~report ~~(incorporated~~to bybe ~~reference~~signed ~~from~~on ~~our~~its ~~Current~~behalf ~~Report~~by onthe ~~Form 8-K~~undersigned, thereunto ~~filed~~duly authorized, on ~~March~~August 1324, ~~2007)~~2022.

~~10.3~~EARTH LIFE ~~Convertible~~SCIENCES ~~Loan Agreement between Altus Explorations Inc~~INC. ~~and DLS Energy Associates, LLC dated March 8, 2007 (incorporated by reference from our Current Report on Form 8-K, filed on March 13, 2007).~~

~~10.4~~By: ~~2004~~/s/ ~~Stock~~Angelo ~~Option~~Marino ~~Plan~~Angelo ~~(incorporated~~Marino ~~by reference from our Registration Statement of Form S-8, filed on February 27, 2004)~~President

In accordance with the requirements of the Exchange Act, this Form 10.5-Q ~~Agreement~~for ~~between~~the ~~Earth~~period ~~Life~~ended ~~Science~~June ~~Inc.~~30, ~~and~~2022, Boreport ~~Song~~has ~~pursuant~~been tosigned by the following ~~acquisition~~persons on behalf of the ~~White~~registrant ~~Channel~~and ~~mineral~~in ~~property~~the ~~dated~~capacities ~~May~~indicated ~~16,~~on ~~2015~~the dates indicated.

	10.6	Software Development, Acquisition and License Agreement between Earth Life Sciences Inc., Cameron Morris, Oleksiy Mykhaylov, Oleksiy Ptashniy Barry Scharf, and Shatter Tech Venture Holdings Inc. dated January 6, 2020.
Signature			Title	Date
	10.7	Development and Acquisition Agreement between Earth Life Sciences Inc. and VIVA Heath HK Limited dated September 1, 2021 (incorporated by reference from our Annual Report on Form 10-K, filed April 15, 2022).
By:	/s/Angelo Marino		President	August 24, 2022

(14) CODE OF ETHICS

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

(31) Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934

(32) Section 1350 Certification of the Principal Executive Officer and Principal Financial Officer

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_________

* To be filed by amendment in accordance with the temporary hardship exemption provided by Rule 201 of Regulation S-T.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 16, 2022.

EARTH LIFE SCIENCES INC.

By: /s/ Angelo Marino Angelo Marino President

In accordance with the requirements of the Exchange Act, this Form 10-Q for the period ended March 31, 2022, report has been signed by the following persons on behalf of the registrant and in the capacities indicated on the dates indicated.

Signature			Title		Date
By:	/s/Angelo Marino		President		May 16, 2022

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