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EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATION - EARTH LIFE SCIENCES INCf10q063015_ex31z1.htm
EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATION - EARTH LIFE SCIENCES INCf10q063015_ex32z1.htm


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 June 30, 2015


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

For the transition period from __________ to __________


001-31444

(Commission File Number)


EARTH LIFE SCIENCES INC.

(Name of small business issuer in its charter)


 

 

 

NEVADA

 

98-0361119

(State or other jurisdiction of

 

(I.R.S. Employer

 incorporation or organization)

 

Identification No.)


7000 Chemin Cote de Liesse, Suite 8 Montreal, Quebec Canada   H4T 1E7

(Address of principal executive offices)   (Zip Code)


(514) 373-8411

Issuer's telephone number


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


Check whether the registrant (1) filed all reports required to be filed by sections 13 or 15(d) of the Exchange Act during the past 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      .


Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      .  (Do not check if a smaller reporting company)

Smaller reporting company

  X .


Check whether the registrant is a shell company, as defined in Rule 12b-2 of the Exchange Act. Yes      .  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 August 6, 2015 the registrant’s outstanding common stock consisted of 270,817,339 shares.









PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


The interim financial statements included herein are unaudited but reflect, in management's opinion, all adjustments, consisting only of normal recurring adjustments that are necessary for a fair presentation of our financial position and the results of our operations for the interim periods presented. Because of the nature of our business, the results of operations for the quarterly period and the three months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the full fiscal year.


EARTH LIFE SCIENCES INC.

BALANCE SHEETS

(Unaudited


 

 

 

 

 

 

 

June 30,

2015

 

December 31,

2014

ASSETS

 

 

 

 

Current

 

 

 

 

  Cash

$

2,172

$

283

  Accounts receivable

 

-

 

4,018

 Sales tax receivable

 

-

 

7,238

  Loan Receivable

 

8,368

 

24,107

Total Current Assets

 

10,540

 

35,646

Equipment

 

574

 

574


Total Assets

$

11,114

$

36,220

 

 

 

 

 

LIABILITIES

 

 

 

 

Current Liabilities

 

 

 

 

  Accounts payable and accrued liabilities

$

154,824

$

175,468

  Convertible Note payable

 

112,464

 

112,464

  Loans payable

 

489,437

 

506,278

  Subscriptions received

 

-

 

-

Total Liabilities

 

756,725

 

794,210

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

  Common Stock, at par value

 

202,329

 

202,329

  Additional Paid in Capital

 

5,980,431

 

5,980,431

  Deficit

 

(6,234,033)

 

(6,239,098)

  Deficit accumulated during development stage

 

(694,338)

 

(701,652)

Total Stockholders' Deficit

 

(745,611)

 

(757,990)

 

 

 

 

 

Total Liabilities and Stockholders' Deficit

$

11,114

$

36,220

 

 

 

 

 

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




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EARTH LIFE SCIENCES INC.

UNAUDITED STATEMENTS OF OPERATIONS

 


 

 

 Six Months Ended 

 

Three Months Ended

Period Ended

 

June 30, 2015

 

June 30, 2014

 

June 30, 2015

 

June 30, 2014

 

 

 

 

 

 

 

 

 

REVENUES

$

18,100

$

34,035

$

3,500

$

14,166

 

 

 

 

 

 

 

 

 

Total Revenues

 

18,100

 

34,035

 

3,500

 

14,166

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

  Amortization

 

-

 

-

 

-

 

-

  Interest expense

 

1,912

 

6,952

 

-

 

196

  Office and Administration

 

11,123

 

31,788

 

3,000

 

16,418

Total Expenses

 

13,035

 

38,740

 

3,000

 

16,614

NET INCOME (LOSS) FROM OPERATIONS

 

5,065

 

(4,705)

 

500

 

(2,448)

Other Income and Expenses

 

 

 

 

 

 

 

 

  Unrealized Foreign Exchange Gain (Loss)

 

-

 

-

 

-

 

-

  Interest income

 

-

 

-

 

-

 

-

Total Other Income and Expenses

 

-

 

-

 

-

 

-

NET INCOME (LOSS)

 

5,065

 

(4,705)

 

500

 

(2,448)

Total Comprehensive income (loss)

$

5,065

$

(4,705)

$

500

$

(2,448)

 

 

 

 

 

 

 

 

 

Basic and diluted loss per share

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.00)

 

 

 

 

 

 

 

 

 

Weighted average # of shares outstanding

 

202,328,633

 

202,328,633

 

202,328,633

 

202,328,633


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




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EARTH LIFE SCIENCES INC.

UNAUDITED STATEMENTS OF CASH FLOW



 

 

Three Months Ended

 

 

June 30,

 

June 30,

 

 

2015

 

2014

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

  Net income (loss) for the period

$

500

$

(4,705)

  Adjustment for non-cash expenses

 

 

 

 

   Amortization

 

-

 

-

   Foreign currency loss (gain)

 

-

 

-

   Gain on Settlement of Debt

 

-

 

-

   Accrued interest on convertible debt

 

-

 

-

  Change in:

 

 

 

 

     Accounts Receivable

 

-

 

39,264

     Accounts payable and accrued liabilities

 

-

 

(35,622)

Cash used in operating activities

 

-

 

(1,063)

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

  Purchase of equipment

 

-

 

-

Cash used in Investing Activities

 

-

 

-

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

  Convertible Loan

 

-

 

-

  Loans payable

 

-

 

-

  Subscriptions received

 

-

 

-

Cash from Financing Activities

 

-

 

-

 

 

 

 

 

INCREASE (DECREASE) IN CASH FOR PERIOD

 

-

 

(1,1063)

Cash, beginning of period

 

2,172

 

2,025

Cash (overdraft), end of period

$

2,172

$

962

 

 

 

 

 



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




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EARTH LIFE SCIENCES INC.

(A Development Stage Company)


NOTES TO THE FINANCIAL STATEMENTS

June 30, 2015


NOTE 1 - NATURE OF BUSINESS


Nature of Business


Earth Life Sciences Inc. (the "Company") was incorporated in the state of Nevada on November 2, 2001 as Altus Explorations, Inc. The Company is currently seeking a new business venture.


On October 1, 2010, Altus entered into a Share Exchange Agreement (the "Agreement") with UWD Unitas World Development Inc. ("UWD"), a privately held Canadian incorporated company. Pursuant to the Agreement, Altus issued 80,000,000 shares of common stock for the acquisition of 450 shares of common stock of The Canadian Tactical Training Academy Inc., representing 100% of the issued and outstanding shares of common stock, which were held by UWD. Further, Altus changed its name to Canadian Tactical Training Academy Inc. and increased the authorized share capital from 40,000,000 to 250,000,000 shares of common stock and then further from 250,000,000 to 450,000,000. The Company assumed the business Canadian Tactical Training Academy Inc., which is the training of law enforcement, security, investigation and protection for officers and individuals.


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


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


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


NOTE 2 - SUMMARY OF ACCOUNTING POLICIES


Basis of Presentation


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


Use of Estimates


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



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Equipment


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


Impairment of Assets


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


Other Comprehensive Income


The Company reports and displays comprehensive income and its components in the financial statements. During the three months ended June 30, 2015 and 2014, the Company had no components that would cause comprehensive income to be different than net loss.


Income Taxes


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


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


Basic and Diluted Loss per Share


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


Financial Instruments


The carrying value of the Company's financial instruments, consisting of cash, accounts payable, convertible loans and subscriptions received in advance approximates their fair value. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.


Stock-based Compensation


Compensation cost related to share-based payments, such as stock options and employee stock purchase plans, are recognized in the financial statements based on the grant-date fair value of the award. The compensation cost associated with the issuance of stock options will be recognized over its vesting period based on the estimated grant-date fair value.


Stock awards outstanding under the Company's current plans are fully vested, therefore there is no unrecognized compensation cost related to non vested options. No options were granted or exercised during the three months ended June 30, 2015.



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Recent Accounting Pronouncements


In May 2009, the Financial Accounting Standards Board ("FASB") issued guidance that establishes general standards of accounting for and disclosure of events that occur subsequent to the balance sheet date but before financial statements are issued. The statements defines two types of subsequent events: 1) recognized subsequent events, which provide additional evidence about conditions that existed at the balance sheet date, and (2) non-recognized subsequent events, which provide evidence about conditions that did not exist at the balance sheet date, but arose before the financial statements were issued. Recognized subsequent events are required to be recognized in the financial statements, and non-recognized subsequent events are required to be disclosed. The adoption had no material impact on the Company's financial position, results of operations or cash flows.


In June 2009, the FASB issued the Accounting Standards Codification, which establishes a sole source of US authoritative GAAP. The Codification is meant to simplify user access to all authoritative accounting guidance by reorganizing US GAAP pronouncements into approximately ninety accounting topics within a consistent structure; its purpose is not to create new accounting and reporting guidance. The adoption of this guidance did not have an effect on the Company's results of operations, financial position or cash flows.


Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company.


NOTE 3 - DUE TO RELATED PARTIES


As at December 31, 2014, the Company had received advances from significant shareholders totalling $152,686. These loans are unsecured, non-interest bearing and have no set terms for repayment.


As at December 31, 2014, the Company had made a loan to significant shareholders of $24,107. These loans are unsecured, non-interest bearing and have no set terms for repayment.


As at December 31, 2014, the Company had accounts payable of $90,950 to a significant shareholder.


All related party transactions are measured at the exchange amount which is determined by management to approximate their fair value.


NOTE 4 - CONVERTIBLE LOANS


At December 31, 2014, the Company had entered into Convertible Loan Agreements (the "Loans") in the amount of $112,464.


The Loans interest rates are 12% per annum payable in arrears and are due upon the maturity of the Loans.


The Loans are convertible at the shareholders' option into common stock at the lower of ten day average common share price immediately preceding the date of the Loans or the ten day average common share price immediately preceding the date that a Lender provides Notice of Conversion to the Company, but in no circumstance at a conversion rate of less than $0.001 per common share. The Loans are secured by the assets of the Company, and provide that in the occurrence of certain events the Loans' maturities are accelerated. The Company may prepay the Loans at anytime without penalty or bonus.


The ten day average share price immediately preceding the date of the loan was equal to the share price on the agreement date. The conversion feature had no intrinsic value and accordingly no beneficial conversion feature was recorded.


As at December 31, 2014, the Company has not repaid all of the Loans, nor have the shareholders' provided a Notice of Conversion to the Company.


NOTE 5 - COMMON STOCK


On June 2, 2011- The authorized number of shares was increased from 250,000,000 to 450,000,000.



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NOTE 6 - STOCK OPTION PLAN


During the year ended December 31, 2004, the Company established a stock option plan pursuant to which 274,152 common shares were reserved for issuance. During the year ended December 31, 2004, the Company granted 216,250 stock options to directors, executive officers and employees and recognized $222,199 in share-based compensation expense. The options have an exercise price of $0.02 and a term of 10 years. All options were vested as of December 30, 2005.


NOTE 7 – SUBSEQUENT EVENTS


On June 19, 2015, the Company entered into an option agreement (“Agreement”) with Song Bo, a private mineral holder, to earn a 100% beneficial interest in certain mineral concessions known as the White Channel mineral claims (the “Property”).  Under the terms of the Agreement the Company will have the right to purchase the right, title, and interest in the Property as well as enter onto the Property to conduct reconnaissance, exploration, and development work on the Property.  In exchange, the Company shall issue 225,000,000 restricted shares and pay the sum of $180,000 payable in instalments of $30,000 on the 15th of every month commencing July 15, 2015 through December 15, 2015.  In addition, the Company shall pay a further $50,000 on each anniversary of the Agreement for a period of four years commencing June 19, 2016 through June 19, 2019.  


The Property is subject to a 4% NSR on precious metals, and also subject to royalty payments of $0.25 per tonne on the sale of pit run products or processed products; or $0.35 per tonne on the sale of processed mineral products where the selling price of the processed minerals products sell for a price in excess of $35 per tonne; or an amount of $1.00 per tonne on the same of processed mineral products where the selling price of the processed mineral products sell for a price in excess of $100 per tonne. 50% of the NSR can purchased by the Company for $1,000,000 at any time before the fifth year anniversary of the Agreement.


The Property consists of the following claims located in the caribou Mining Division in the province of British Columbia:


Tenure

Tenure

 

Map

Mining

Number

Type

Ownership

Number

Division

399611

Mineral

100%

093A024

CARIBOO

399044

Mineral

100%

093A024

CARIBOO

416708

Mineral

100%

093A024

CARIBOO






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ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS AND PLAN OF OPERATION


RESULTS OF OPERATIONS


Three Months Ended June 30, 2015 and 2014


Our net income for the three months ended June 30, 2015 totalled $500. This compares with our net loss of $2,448 for the three months ended June 30, 2014. General and administrative expenses for the three months ended June 30, 2015 and 2014 were $3,000 and $16,418, respectively.


We incurred interest expense during the three months ended June 30, 2015 and 2014 were $0 and $196, respectively. The Company had revenues during the three months ended June 30, 2015 and 2014 were $3,500 and $14,166, respectively.


LIQUIDITY AND CAPITAL RESOURCES


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


FUTURE OPERATIONS


CASH REQUIREMENTS


During the twelve month period ending December 31, 2015, we project cash requirements of approximately $250,000 as we continue to restructure our activities.


Our estimated funding needs for the next twelve months are summarized below:


Estimated Funding Required During the Twelve Month Period Ending December 31, 2015


Operating, general and

administrative costs

 

$

300,000

Revenue

 

 

50,000

TOTAL

 

$

250,000


PURCHASE OF SIGNIFICANT EQUIPMENT


We do not intend to purchase any significant equipment over the next twelve months ending June 30, 2016.


GOING CONCERN


The accompanying financial statements have been prepared assuming we will continue as a going concern. We incurred a net gain of $500 for the three months ended June 30, 2015 and a net loss of $2,448 for the same period in 2014.


The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.



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There are no assurances that we will be able, over the next twelve months, to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings, bank financing or shareholder advances necessary to support Earth Life Sciences Inc.'s working capital requirements. To the extent that funds generated from operations and any private placements, public offerings or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to Earth Life Sciences Inc. If adequate working capital is not available, Earth Life Sciences Inc. may be required to cease its operations.


The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These conditions raise substantial doubt about our ability to continue as a going concern. There are no definitive agreements or arrangements for future funding.


APPLICATION OF CRITICAL ACCOUNTING POLICIES


Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States.. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our consolidated financial statements is critical to an understanding of our balance sheet, the statements of operations and stockholders' equity, and the cash flows statements included elsewhere in this filing.


ITEM 4 CONTROLS AND PROCEDURES


The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. The Company's internal control over financial reporting is a process designed under the supervision of the Company's Principal Executive Officer who is also our Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with U.S. generally accepted accounting principles.


As of June 30, 2015, management assessed the effectiveness of the Company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.


The matters involving internal controls and procedures that the Company's management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) inadequate segregation of duties consistent with control objectives; (2) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Principal Financial Officer in connection with the audit of our financial statements as of December 31, 2009 and communicated the matters to our management.


Management believes that the material weaknesses set forth in items (1), (2) and (3) above did not have an effect on the Company's financial results.


We are committed to improving our financial organization. As part of this commitment, we will i) create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company ii) preparing and implement sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.



10




Management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur.


We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. This annual report does not include an attestation report of the Company's registered accounting firm regarding internal control over financial reporting.


Management's report is not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission.  


PART II – OTHER INFORMATION


ITEM 6. EXHIBITS


Exhibits required by Item 601 of Regulation S-B


(3) ARTICLES OF INCORPORATION AND BYLAWS


3.1

Articles of Incorporation (incorporated by reference to our SB2 Registration Statement filed January 29, 2002).

3.2

Bylaws (incorporated by reference to our SB2 Registration Statement filed January 29, 2002).

3.3

Certificate of Forward Stock Split filed with Nevada Secretary of State on November 6, 2003. (incorporated by reference from our Annual Report on Form 10-KSB, filed on April 13, 2004)

3.4

Certificate of Change Pursuant to NRS 78.209 filed with the Nevada Secretary of State on February 2, 2004. (incorporated by reference from our Annual Report on Form 10-KSB, filed on April 13, 2004)

3.5

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

3.6

Certificate of Amendment to increase the number of authorized shares from 250,000,000 to 450,000,000) filed with the Nevada Secretary of State on June 2, 2011.


(10) MATERIAL CONTRACTS


10.1

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

10.2

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



SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: August 7, 2015


EARTH LIFE SCIENCES INC.

(Registrant)



By: /s/ Angelo Marino

Angelo Marino

President




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