U.S.
Securities and Exchange CommissionWashington, D.C. 20549



FORM
10-K



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

For
the fiscal year ended December 31, 2021



OR



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

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 
    incorporation or organization) |  | (I.R.S.
    Employer Identification No.)



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.



Yesx Noo



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).



Yesx Noo



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 filero                                             |  | Accelerated
    filero                                 
|------------------------------------------------------------------------ |  | -------------------------------------------------------
|Non-accelerated
filero
    (Do
not check if a smaller reporting company) |  | Smaller
Reporting Companyx
    Emerging
Growth Companyo



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). YESo NOx



State
the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: As of December
31, 2021, the registrants outstanding common stock consisted of 960,817,339 shares. Of these shares 67,300,398 are held by non-affiliates
and have a market value of $nil.







PART
I



This
annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These
statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by
terminology such as may, should, expects, plans, anticipates, believes,
estimates, predicts, potential or continue or the negative of these terms or
other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors,
including the risks in the section entitled Risk Factors that may cause our or our industrys actual results, levels
of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements
expressed or implied by these forward-looking statements.



Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels
of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States,
we do not intend to update any of the forward-looking statements to conform these statements to actual results.



Our
financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting
Principles (US GAAP). In this annual report, unless otherwise specified, all dollar amounts are expressed in United States
dollars. All references to common shares refer to the common shares in our capital stock.



ITEM
1. DESCRIPTION OF BUSINESS



COMPANY
HISTORY



We
were incorporated in the State of Nevada on November 2, 2001, under the name Altus Explorations Inc. (Altus). The company was engaged
in the acquisition and exploration of oil and natural gas properties for the years 2001 to 2009. The company was not able to secure sufficient
financing to act on oil and gas investment opportunities as they were identified.



On
October 1, 2010, the Company entered into a Share Exchange 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). On November 4, 2010, Canadian Tactical Training
Academy Inc. (CTTA) was a wholly owned subsidiary of the parent Company (the parent Company subsequently changed its name to Earth Life
Sciences Inc. on June 2, 2014) and increased the authorized share capital from 40,000,000 to 250,000,000 shares of common stock and then
further from 250,000,000 to 450,000,000.



The
Company operations consisted of the training of law enforcement, security, investigation and protection for officers and individuals.
The following table outlines sales and net losses for the years starting in 2010 to 2015.



|             | 2010         | 2011         | 2012         | 2013         | 2014         | 2015        
|------------ | ------------ | ------------ | ------------ | ------------ | ------------ | ------------
|Sales        | $
    10,178 | $
    15,613 | $
    50,309 | $
    80,372 | $
    66,504 | $
    59,053
|Net
    loss | 56,345       | 208,419      | 166,130      | 73,601       | 5,580        | 197         



As
at December 31, 2015, the Company disinvested and discontinued the operations of subsidiary company, CTTA, based on poor earnings and
potential future losses. Operations for the year ended December 31, 2015 were shown as discontinued operations in the financial statements.



On
June 19, 2015, the Company entered into an option 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).  Pursuant to the terms of
the Agreement the Company issued 225,000,000 restricted shares and agreed to 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 was to pay a further $50,000
on each anniversary of the Agreement for a period of four years commencing June 19, 2016, through June 19, 2019.  The fair value
of the issuance of the restricted shares was calculated to be $6,750,000. The Company examined the property in 2015 to 2017. In conjunction
with the testing of the silica, it is important to note that a paved highway crossed a portion of the property connecting to a railway
hub less than 40 forty miles away. The Company spent considerable time on trying to develop a partnership or joint venture relationship
to mine, clean, bag and ship a silica product to the railway hub. The economics of any mining operation in the end had to show a good
and positive return. The 225 million shares were retrieved and returned to treasury in February 2020.







On
December 4, 2018, the authorized share capital was increased to 500,000,000 common shares. On October 8, 2020, the authorized share capital
was increased to 1,000,000,000 common shares.



The
Company in 2018 and 2019 considered entry into the marijuana business, contracted out a professionally written business plan, but in
the final analysis decided this business was too risky and disengaged without making any formal arrangements.



INVESTMENT
IN PUBLIC TRANSPORTATION SOFTWARE



In
June of 2019, the Company started negotiations with a group of software developers with partners in USA, Canada, Asia, and Europe (Software
Group). The Software Group has developed, sold, and is currently providing support services for products they have developed.
Over the next six months the parties discussed a software product to providemileage
based loyalty systems for public transportation. On January 6, 2020, the parties signed
a definitive agreement.



Description
of the Market



Public
transportation orpublic transit usually refers to forms of transport available
for use by the general public, typically managed on a schedule, operated on established routes or door-to-door for paratransit. The various
modes of transportation are:



| | ● | Buses
| | - | -----



| | ● | Light
rail
| | - | ----------



| | ● | Subways
| | - | -------



| | ● | Commuter
trains
| | - | ---------------



| | ● | Streetcars
and trolleys
| | - | -----------------------



| | ● | Cable
cars
| | - | ----------



| | ● | Van
pool services
| | - | -----------------



| | ● | Ferries
and water taxis
| | - | -----------------------



| | ● | Paratransit
services for Senior citizens and people with disabilities
| | - | ---------------------------------------------------------------------



| | ● | Ferries
and water taxis
| | - | -----------------------



| | ● | Monorails
and tramways
| | - | ----------------------



The
Company has extracted information from national databases showing that annual ridership in the US for 2018 was:



|Mode                 |  | Annual ridership |              
|-------------------- |  | ---------------- | -------------
|Aerial Tramway       |  |                  | 2,068,009    
|Alaska Railroad      |  |                  | 199,666      
|Bus                  |  |                  | 4,553,917,163
|Bus Rapid Transit    |  |                  | 61,372,730   
|Cable Car            |  |                  | 6,292,346    
|Commuter bus         |  |                  | 88,225,004   
|Commuter Rail        |  |                  | 500,722,140  
|Demand Response      |  |                  | 97,241,361   
|Demand Response Taxi |  |                  | 9,507,201    
|Ferry Boat           |  |                  | 81,574,298   
|Heavy Rail           |  |                  | 3,724,442,285
|Hybrid Rail          |  |                  | 7,085,806    
|Inclined Planed      |  |                  | 1,151,462    
|Light Rail           |  |                  | 487,015,285  
|Monorail             |  |                  | 21,361,087   
|Publico              |  |                  | 12,888,313   
|Streetcar            |  |                  | 55,652,262   
|Trolleybus           |  |                  | 76,889,970   
|Totals               |  |                  | 9,787,606,388







According
to the AmericanPublic Transportation
Association in their 2018 Public Transportation Fact Book:



| | ● | Every
$1 invested in public transportation generates $4 in economic returns.
| | - | ----------------------------------------------------------------------------



| | ● | Every
$1 billion invested in public transportation supports and creates more than 50,000 jobs.
| | - | ----------------------------------------------------------------------------------------------



| | ● | Every
$10 million in capital investment in public transportation yields $30 million in increased business sales.
| | - | ----------------------------------------------------------------------------------------------------------------



| | ● | Every
$10 million in operating investment yields $32 million in increased business sales.
| | - | -----------------------------------------------------------------------------------------



| | ● | An
estimated $37 billion of public transit expenditures flow into the private sector.
| | - | -------------------------------------------------------------------------------------



| | ● | Home
values in areas located near high-frequency public transit performed 42% better than other areas.
| | - | ------------------------------------------------------------------------------------------------------



| | ● | Hotels
in cities with direct rail access to airports raise 11% more revenue per room than hotels in those cities without.
| | - | -------------------------------------------------------------------------------------------------------------------------



The
Company did an analysis of capital expenditures in public transportation for the year ended December 31, 2018. The summary is shown below:



|Capital Use Schedule 2019
|-------------------------
|Type                     
|Aerial Tramway           
|Alaska Railroad          
|Bus                      
|Bus Rapid Transit        
|Cable Car                
|Commuter bus             
|Commuter Rail            
|Demand Response          
|Demand Response Taxi     
|Ferry Boat               
|Heavy Rail               
|Hybrid Rail              
|Inclined Planed          
|Light Rail               
|Monorail                 
|Streetcar                
|Trolleybus               
|                         



Out
of the capital expenditures of $21 billion, the total for Communication Information Systems was $2,151,044,289.



The
public transportation system in the US is a large industry. It was our contention that industry is seeking increased ridership by various
means. We intend to offer the industry, a timely and current software, to assist the industry in reaching out to their ridership, and
also meet other information demands.



The
Company built its own database and compiled information on over 600 companies in the US. The purpose was to assess various entities as
to their anticipated interest and/or enthusiasm for our transportation software. The Company may also reach out to foreign companies
to test its software and potential use.



The
Software



The
Software was designed by the Software Group. The purpose of software is to identify what loyalty rewards and incentives should be given
to whom and when to entice maximum-efficiency usage of public transportation based on unique rider behavior. The term maximum
efficiency is a strategy such as return on investment (ROI); increase of ridership, decongestion analysis, interruption of service
compensation, congestion management, and prediction analysis of ridership usage patterns. The delivery of the software can be directed
to various rider groups by way of apps (an application, especially as downloaded by a user
to a mobile device), via contactless smart cards or multi-tenant platforms. System can be implemented as a multi-tenant
SaaS (Software as a Service) platform. Transit companies will be able to integrate platforms into their workflow and systems using APIs
(application programming interface). The future is with smart transportation technology.







The
Software Group own and were willing to lease their proprietary AI (Artificial Intelligence) software to the Company on
an as-needed basis. Their AI software had passed rigorous model testing with several patents having been applied for. AI is simply software
that can test certain algorithms and large amounts of data to hopefully give data patterns some significance, heuristics and/or importance.



Under
the terms of the agreement, the Company issued 32 million common shares to the Software Group and upon receiving a working version of
the software and necessary support documentation, the Company will deliver 125 million shares after testing, acceptance, and license
transfer of the software. Further deliveries of 100 million shares will be based on gross sales of $1 million being reached in a consecutive
twelve-month period within 3 years 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 are restricted.



Effect
of Covid-19 on operations of the Company.



The
Company had developed a plan of action to become engaged in the public transportation industry, but the impact of Covid-19 completely
decimated public transportation. Ridership numbers fell dramatically; the industry withdrew. While we still have an association with
the Software Group, our attention is focused elsewhere.





INVESTMENT IN ONLINE ORDERING AND OFFLINE SERVICES



The
Company entered into and completed an agreement on September 24, 2021 with Viva Health HK Ltd. (Viva)
to provideservices through the mode of online ordering and offline service (O2O), the services being a service
brand platform, aimed at the health care industry, and providing a full range of services in the United States, and particularly for
aging Asian families.



Under
the terms of the agreement, the Company issued 425 million common shares (Shares) to an escrow agent and upon receiving a satisfactory
minimum viable product version and aBeta 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.





Development Plan

| | (1) | Selection and appointment of Executive Team
| | --- | -------------------------------------------



| | (2) | Selection and appointment of Professional Team
| | --- | ----------------------------------------------



| | (3) | Selection and appointment of Liaison Team
| | --- | -----------------------------------------



| | (4) | Selection of features for businesses and individual users in the U.S.
| | --- | ---------------------------------------------------------------------



| | (5) | Assessment of existing systems availability, and associated costs or royalties
| | --- | ------------------------------------------------------------------------------



| | (6) | Additional software and system developments;
| | --- | --------------------------------------------



| | (7) | Assignment of personnel to carry out Project;
| | --- | ---------------------------------------------



| | (8) | Potential and readiness of System;
| | --- | ----------------------------------



| | (9) | Training requirements;
| | --- | ----------------------



| | (10) | Progress measurement; and
| | ---- | -------------------------



| | (11) | Pre-sales efforts.
| | ---- | ------------------



ITEM
1A. RISK FACTORS



RISK
FACTORS ASSOCIATED WITH OUR BUSINESS



You
should carefully consider the risks and uncertainties described below and the other information in this annual report. These are not
the only risks we face. Additional risks and uncertainties that we are not aware of or that we currently deem immaterial also may impair
our business. If any of the following risks actually occur, our business, financial condition and operating results could be materially
adversely affected.



Much
of the information included in this annual report includes or is based upon estimates, projections or other forward-looking statements.



Such
forward-looking statements include any projections or estimates made by us and our management in connection with our business operations.
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith, and reflect our current
judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions,
projections, assumptions, or other future performance suggested herein. We undertake no obligation to update forward-looking statements
to reflect events or circumstances occurring after the date of such statements.



Such
estimates, projections or other forward-looking statements involve various risks and uncertainties as outlined below. Again,
we caution readers of this annual report that important factors in some cases have affected and, in the future, could materially affect
actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward-looking
statements. In evaluating us, our business and any investment in our business, readers should carefully consider the following
factors.



WE
HAVE A LIMITED OPERATING HISTORY.



We
have a limited operating history upon which an evaluation of our future prospects can be made. Our business history has been limited
to oil and gas exploration, mineral exploration and the training of law enforcement personnel and personal security. Since inception,
our operation has been generating losses and we cannot give assurances that we will be successful in generating profits in the future.







We
are regarded as a new or start-up venture with all of the unforeseen costs, expenses, problems, and difficulties to which such ventures
are subject to. We cannot give assurances that we will be able to raise the financing necessary to maintain our current operation. Therefore,
you may lose your entire investment in us.



BECAUSE
WE HAVE HISTORICALLY INCURRED LOSSES AND THESE LOSSES MAY INCREASE IN THE FUTURE, WE MUST BEGIN GENERATING A PROFIT FROM OUR OPERATIONS.
IF WE DO NOT BEGIN GENERATING A PROFIT WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS.



We
have never been profitable. If we do not obtain additional financing or begin generating revenues within the next year, we will have
to reduce or suspend or operations. In order to become profitable, we will need to generate significant revenues to offset our cost of
revenues, sales and marketing, research and development and general and administrative expenses. We may not achieve or sustain our revenue
or profit objectives and our losses may continue or increase in the future in which case you might lose your investment.



WE
HAVE A LIMITED OPERATING HISTORY AND IF WE ARE NOT SUCCESSFUL IN CONTINUING TO GROW OUR BUSINESS, THEN WE MAY HAVE TO SCALE BACK OR EVEN
CEASE OUR ONGOING BUSINESS OPERATIONS.



We
have no history of substantial revenues from operations. We have yet to generate positive earnings and there can be no assurance that
we will ever operate profitably. Our company has a limited operating history, and our success is significantly dependent on increased
sales and new product offerings.



We
will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence
of a significant operating history. We may be unable to increase sales or operate on a profitable basis. We are in the development stage
and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage. If our business
plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.



Significant
investment risks and operational costs are associated with our exploration, development, and mining activities. These risks and costs
may result in lower economic returns and may adversely affect our business.



Mineral
exploration is frequently unproductive. If mineralization is discovered, it may take a number of years until production is possible,
during which time the economic viability of the Project may change.



Development
projects may have no operating history upon which to base estimates of future operating costs and capital requirements. Development project
items such as estimates of reserves, recoveries and cash operating costs are to a large extent based upon the interpretation of geologic
data, obtained from a limited number of sampling techniques, and feasibility studies. Estimates of cash operating costs are then derived
based upon anticipated tonnage to be processed, the configuration of the ore body, expected recovery rates, comparable facility and equipment
costs, anticipated climate conditions and other factors. As a result, actual cash operating costs and economic returns of any and all
development projects may materially differ from the costs and returns estimated, and accordingly, our financial condition and results
of operations may be negatively affected.



BECAUSE
OF THE EARLY STAGE OF DEVELOPMENT AND THE NATURE OF OUR BUSINESS, OUR SECURITIES ARE CONSIDERED HIGHLY SPECULATIVE.



Our
securities must be considered highly speculative, generally because of the nature of our business and the early stage of our development.
Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in
order to continue our business operations.



BECAUSE
THE MARKET FOR OUR COMMON STOCK IS LIMITED, YOU MAY NOT BE ABLE TO RESELL YOUR SHARES OF COMMON STOCK.



There
is currently a limited trading market for our common stock. Our common stock trades on the OTC Bulletin Board operated by the National
Association of Securities Dealers, Inc. under the symbol CLTS. As a result, you may not be able to resell your securities
in open market transactions.







BECAUSE
THE SEC IMPOSES ADDITIONAL SALES PRACTICE REQUIREMENTS ON BROKERS WHO DEAL IN OUR SHARES THAT ARE PENNY STOCKS, SOME BROKERS MAY BE UNWILLING
TO TRADE THEM. THIS MEANS THAT YOU MAY HAVE DIFFICULTY IN RESELLING YOUR SHARES AND MAY CAUSE THE PRICE OF THE SHARES TO DECLINE.



Our
shares qualify as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934, which imposes additional sales
practice requirements on broker/dealers who sell our securities in this offering or in the aftermarket. In particular, prior to selling
a penny stock, broker/dealers must give the prospective customer a risk disclosure document that: contains a description of the nature
and level of risk in the market for penny stocks in both public offerings and secondary trading; contains a description of the broker/dealers
duties to the customer and of the rights and remedies available to the customer with respect to violations of such duties or other requirements
of Federal securities laws; contains a brief, clear, narrative description of a dealer market, including bid and ask
prices for penny stocks and the significance of the spread between the bid and ask prices; contains the toll free telephone number for
inquiries on disciplinary actions established pursuant to section 15(A)(i); defines significant terms used in the disclosure document
or in the conduct of trading in penny stocks; and contains such other information, and is in such form (including language, type size,
and format), as the SEC requires by rule or regulation. Further, for sales of our securities, the broker/dealer must make a special suitability
determination and receive from you a written agreement before making a sale to you. Because of the imposition of the foregoing additional
sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your
shares and may cause the price of the shares to decline.



TRADING
OF OUR STOCK MAY BE RESTRICTED BY THE SECS PENNY STOCK REGULATIONS WHICH MAY LIMIT A STOCKHOLDERS ABILITY TO BUY AND SELL
OUR STOCK.



The
U.S. Securities and Exchange Commission has adopted regulations which generally define penny stock to be any equity security
that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers
who sell to persons other than established customers and accredited investors. The term accredited investor
refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse.



The
penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and
level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for
the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing
the market value of each penny stock held in the customers account. The bid and offer quotations, and the broker-dealer and salesperson
compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to
the customer in writing before or with the customers confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the purchasers written agreement to the transaction. These
disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject
to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the marketability of, our common stock.



WE
DO NOT EXPECT TO DECLARE OR PAY ANY DIVIDENDS.



We
have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for
the foreseeable future.



ANTI-TAKEOVER
PROVISIONS



\We
do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws. Without any anti-takeover provisions,
there is no deterrent for a take-over of our company, which may result in a change in our management and directors.



OUR
BY-LAWS CONTAIN PROVISIONS INDEMNIFYING OUR OFFICERS AND DIRECTORS AGAINST ALL COSTS, CHARGES AND EXPENSES INCURRED BY THEM.



Our
By-laws contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him, including an amount paid
to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by
reason of his being or having been one of our directors or officers.







ITEM
2. DESCRIPTION OF PROPERTY



Descriptions
of properties are contained in the Business discussion in this Report.



Our
principal executive office is located at 444 Durham O, Deerfield Beach, FL 33442.



ITEM
3. LEGAL PROCEEDINGS



From
time to time, we may be involved in litigation incidental to the conduct of our business, such as contractual matters and employee-related
matters. Currently, we are not a party to any material legal proceeding or litigation, whether current or threatened, nor are any of
our officers, directors or affiliates, a party adverse to us in any legal proceeding or litigation.



ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



No
matters were submitted to a vote of shareholders.



PART
II



ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND PURCHASE OF EQUITY SECURITIES



Our
authorized number of shares is 1,000,000,000 common shares.



On
June 2, 2014 we declared a reverse stock split and each shares of common stock outstanding were replaced by one fortieth of a share of
common stock. No fractional shares were issued. As of that date and following the reverse split of the stock, we had a total of 632,277
common shares issued and outstanding.



On
April 25, 2014, we converted $55,000 of convertible debt into 184,375 shares of common stock (pre-split 59,000,000 shares.)



As
of December 31, 2014, there were 169 holders of record of our common stock. As of such date, 816,656 common shares were issued and outstanding.



On
June 10, 2015,we declared a reverse stock split and each shares of common stock outstanding were replaced by one eighth of a share of
common stock. No fractional shares were issued.



On
July 15, 2016, we converted $45,000 of debt into 45 million restricted shares giving rise to stock=based compensation of $1,305,000.



In
December of 2018, the Company issued 62,000,000 common restricted shares at a price of $0.001 per share giving rise to stock-based compensation
of $399,938.



On
February 19, 2020, the Company issued 8,000,000 common restricted shares to each member of the Software Group for a total of 32,000,000
shares at a price of $0.001 per share giving rise to stock based compensation of $144,000.



On
February 19, 2020, the Company issued 325,000,000 common restricted shares to an escrow agent pursuant to a lock-up and leak out agreement
with the Software Group at a price of $0.001 per share giving rise to stock based compensation of $1,462,500.



On
February 19, 2020, the Company returned to treasury, 225,000,000 common restricted shares previously issued.



On
March 17, 2021, the Company issued 50,651,440 restricted shares on the exercise of convertible debt.



On
November 3, 2021m the Company issued 425,000,000 restricted shares to an escrow agent pursuant to an agreement with Viva Health HK Limited.







On
December 30, 2021 the Company issued 20,000,000 restricted shares on the exercise of convertible debt.



As
of December 31, 2021 the Company had issued shares of 960,468,339.



TRANSFER
AGENT



Our
common shares are issued in registered form. ClearTrust LLC, 16540 Pointe Village Drive, Suite 210, Lutz, FL, 33558 (Telephone: 813-235-4490;
Facsimile: 813-388-4549) is the registrar and transfer agent for our common shares. We have no other exchangeable securities.



DIVIDEND
POLICY



We
have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common
stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future
dividend policy will be determined from time to time by our board of directors.



ITEM
7. MANAGEMENT DISCUSSION AND ANALYSIS AND PLAN OF OPERATION



RESULTS
OF OPERATIONS



TWELVE
MONTHS ENDED DECEMBER 31, 2021 AND 2020



Our
net loss for the year ended December 31, 2021 totaled $1,584,495 compared to our net loss of $1,822,404 for the year ended December 31,
2020. The main expense in 2021 was stock based compensation for $1,519,544 (2020 -1,787,500).



Office
and general consisted mainly of filing and transfer agent fees of $10,433 (2020 - $21,177), legal $5,000, misc. $3,788 and rent of $4,200
(2020 - $2,400).



Consulting
fees were incurred in relation to transportation software and medical O2O project.



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. 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,
2022, we project cash requirements of approximately $1,150,000 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, 2022



Budget
is $1,150,000 payable over a period of one year as necessary



|Software development              |  | $ | 500,000   | 
|--------------------------------- |  | - | --------- | 
|Online platform development       |  | $ | 300,000   | 
|office, management, salaries      |  | $ | 175,000   | 
|Office improvements and rent      |  | $ | 75,000    | 
|Website, Social media maintenance |  | $ | 100,000   | 
|Total                             |  | $ | 1,150,000 | 











PURCHASE
OF SIGNIFICANT EQUIPMENT



We
do not intend to purchase any significant equipment over the next twelve months ending December 31, 2022.



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 financial statements
is critical to an understanding of our balance sheet, the statements of operations and stockholders equity, and the cash flows
statements included elsewhere in this filing.



ITEM
8. FINANCIAL STATEMENTS



The
financial statements are attached to this report following the signature page. Management prepared financial statements have been prepared
for the year ended December 31, 2021 and 2020. The Company has engaged the auditors to audit management prepared financial statements
and will file as soon as possible.



ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.



In
March 2020, the Company has notified the previous auditor, BF Borgers, CPAs of a change in auditors to Michael Gillespie, to be
the Companys PCAOB auditor.



ITEM
9A. CONTROLS AND PROCEDURES.



Disclosure
Controls and Procedures



Under
the supervision and with the participation of our management, we have evaluated the effectiveness of our disclosure controls and procedures
as required by Exchange Act Rule 13a-15(b) as of December 31, 2020 (the Evaluation Date). Based on that evaluation, the
Principal Executive Officer and Principal Accounting Officer have concluded that these disclosure controls and procedures were not effective
as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed below.



Disclosure
controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified
in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management
to allow timely decisions regarding required disclosure.



Notwithstanding
the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified
below, we believe that our financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021
fairly present our financial condition, results of operations and cash flows in all material respects.



Managements
Report on Internal Control over Financial Reporting



Management
of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Companys
internal control over financial reporting is a process, under the supervision of the management, designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of the Companys financial statements for external purposes
in accordance with United States Generally Accepted Accounting Principles (GAAP). Internal control over financial reporting includes
those policies and procedures that:



| | ● | Pertain
    to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Companys
    assets.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Provide
    reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance
    with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations
    of management and the Board of Directors; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Provide
    reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys
    assets that could have a material effect on the financial statements.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions
or that the degree of compliance with the policies or procedures may deteriorate.



The
Companys management conducted an assessment of the effectiveness of the Companys internal control over financial reporting
as of December 31, 2021, based on criteria established in Internal Control –Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). As a result of this assessment, management identified a material weakness
in internal control over financial reporting.



A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is
a reasonable possibility that a material misstatement of the Companys annual or interim financial statements will not be prevented
or detected on a timely basis.



The
material weakness identified is described below.



| | 1. | Certain
    entity level controls establishing a tone at the top were considered material weaknesses. As of December 31, 2021,
    the Company did not have a separate audit committee or a policy on fraud. A whistleblower policy is not necessary given the small
    size of the organization.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Due
    to the significant number and magnitude of out-of-period adjustments identified during the year- end closing process, management
    has concluded that the controls over the period-end financial reporting process were not operating effectively. A material weakness
    in the period-end financial reporting process could result in us not being able to meet our regulatory filing deadlines and, if not
    remediated, has the potential to cause a material misstatement or to miss a filing deadline in the future. Management override of
    existing controls is possible given the small size of the organization and lack of personnel.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | There
    is no system in place to review and monitor internal control over financial reporting. The Company maintains an insufficient complement
    of personnel to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As
a result of the material weakness in internal control over financial reporting described above, the Companys management has concluded
that, as of December 31, 2021, the Companys internal control over financial reporting was not effective based on the criteria
in Internal Control - Integrated Framework issued by COSO.



Changes
in Internal Controls



There
were no changes in our internal control over financial reporting during the fiscal year ended December 31, 2020 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.



ITEM
9B. OTHER INFORMATION.



None.



PART
III



ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT



DIRECTORS
AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS



The
officers of the Company are appointed by our board of directors and hold office until their death, resignation, or removal from office.
Our directors, executive officers and significant employees, their ages, positions held, and duration as such, are as follows:



|Name              |  | Position
    Held with our Company       |  | Age |  | Date
    First Elected or Appointed
|----------------- |  | ---------------------------------------- |  | --- |  | -----------------------------------
|Angelo
    Marino |  | President,
    Secretary, Vice President |  | 51  |  | October
    1, 2010                







BUSINESS
EXPERIENCE



The
following is a brief account of the education and business experience during at least the past five years of each director, executive
officer, and key employee, indicating the principal occupation during that period, and the name and principal business of the organization
in which such occupation and employment were carried out.



ANGELO
M. MARINO, PRESIDENT AND SECRETARY



Educated
and certified in various North American institutions, the President and CEO of UNITAS WORLD completed a Bachelor of Science in Criminal
Justice Administration and a Master of Science in Policing and Social Conflict. Possessing a strong and diversified background in both
the public and private sectors of the security world, Mr. Marinos experience includes 23 years as a personal protection specialist
having escorted clients to and from various Canadian, U.S., South American, European and African destinations, 17 years as a security
and personal protection trainer, 10 years as director of a network of specialized security and protection operatives, 7 years as a municipal
public safety officer, and 15 years as a protection officer specialized in the secure transport of high-risk cargo, including 5 years
as coordinator of special operations.



Mr.
Marino is considered to be one of Canadas most renowned Specialists and Master Instructors in the fields of Armored and Non-Armored
High-Risk Cargo Protection, Tactical Operations and Executive, Personal and Family Protection, having trained more than 4300 security,
police, and military personnel.



Having
worked in over 40 countries to this date, Mr. Marino has created and directed a variety of training programs for numerous domestic and
international security and Law Enforcement agencies and has trained the presidential security details of two countries.



FAMILY
RELATIONSHIPS



There
are no family relationships between any of our directors or executive officers.



INVOLVEMENT
IN CERTAIN LEGAL PROCEEDINGS



None
of our directors, executive officers, promoters, or control persons has been involved in any of the following events during the past
five years:



| | 1. | any
    bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the
    time of the bankruptcy or within two years prior to that time.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | any
    conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor
    offences).
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | being
    subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction,
    permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities,
    or banking activities; or
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | being
    found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have
    violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



SECTION
16(A) BENEFICIAL OWNERSHIP COMPLIANCE



Section
16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock,
to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide
us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from
certain reporting persons, we believe that during fiscal year ended December 31, 2020, all filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were complied with.







CODE
OF ETHICS



Effective
February 27, 2004, the Companys board of directors adopted a Code of Business Conduct and Ethics that applies to, among other
persons, members of our Board of Directors, our companys officers including our president (being our principal executive officer)
and our companys chief financial officer (being our principal financial and accounting officer), contractors, consultants, and
advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and
to promote:



| | 1. | honest
    and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional
    relationships;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | full,
    fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and
    Exchange Commission and in other public communications made by us;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | compliance
    with applicable governmental laws, rules, and regulations
| | -- | ------------------------------------------------------------------------



| | 4. | the
    prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified
    in the Code of Business Conduct and Ethics; and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | accountability
    for adherence to the Code of Business Conduct and Ethics.
| | -- | ----------------------------------------------------------------------------



Our
Code of Business Conduct and Ethics requires, among other things, that all of the Companys personnel shall be accorded full access
to our president and secretary with respect to any matter which may arise relating to the Code of Business Conduct and Ethics. Further,
all of our companys personnel are to be accorded full access to our companys board of directors if any such matter involves
an alleged breach of the Code of Business Conduct and Ethics by our Company officers.



In
addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a
responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and
federal, provincial, and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation
or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or
to our companys president or secretary. If the incident involves an alleged breach of the Code of Business Conduct and Ethics
by the president or secretary, the incident must be reported to any member of our board of directors. Any failure to report such inappropriate
or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against
any individual who reports in good faith the violation or potential violation of our companys Code of Business Conduct and Ethics
by another.



Our
Code of Business Conduct and Ethics is filed with the Securities and Exchange Commission as Exhibit 14.1.



CORPORATE
GOVERNANCE



The
Board of Directors currently has no standing audit committee, compensation committee, or nominating committee.



ITEM
11. EXECUTIVE COMPENSATION



The
following table summarizes the compensation of key executives during the last two complete fiscal years. No other officers or directors
received annual compensation in excess of $100,000 during the last two complete fiscal years.



|SUMMARY
    COMPENSATION TABLE
|------------------------------
|                              
|                              
|                              
|                              
|                              
|Name
    and                  
|Principal
    Position        
|Angelo
    Marino             
|President
    and Secretary   







LONG-TERM
INCENTIVE PLANS



There
are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except
that our directors and executive officers may receive stock options at the discretion of our board of directors. We do not have any material
bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers,
except that stock options may be granted at the discretion of our board of directors.



We
have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such
officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities
following a change of control, where the value of such compensation exceeds $60,000 per executive officer.



DIRECTORS
COMPENSATION



We
reimburse our directors for expenses incurred in connection with attending board meetings. We have no present formal plan for compensating
our directors for their service in their capacity as directors, although in the future, such directors are expected to receive compensation
and options to purchase shares of common stock as awarded by our board of directors or (as to future options) a compensation committee
which may be established in the future. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses
incurred in connection with attendance at meetings of our board of directors. The board of directors may award special remuneration to
any director undertaking any special services on behalf of our company other than services ordinarily required of a director. Other than
indicated in this annual report, no director received and/or accrued any compensation for his or her services as a director, including
committee participation and/or special assignments.



REPORT
ON EXECUTIVE COMPENSATION



Our
compensation program for our executive officers is administered and reviewed by our board of directors. Historically, executive compensation
consists of a combination of base salary and bonuses. Individual compensation levels are designed to reflect individual responsibilities,
performance, and experience, as well as the performance of our company. The determination of discretionary bonuses is based on various
factors, including implementation of our business plan, acquisition of assets, development of corporate opportunities and completion
of financing.



ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



BENEFICIAL
OWNERSHIP



The
following table sets forth, as of December 31, 2021, certain information with respect to the beneficial ownership of our common shares
by each shareholder known to us to be the beneficial owner of 5% of our common shares, and by each of our officers and directors. Each
person has sole voting and investment power with respect to the common shares, except as otherwise indicated. Beneficial ownership consists
of a direct interest in the common shares, except as otherwise indicated.



|Name
    and address of Beneficial Owner                                                                                                                                      | Amount
    and Nature of Beneficial
    Ownership                                             | Percentage
    of Class
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | -----------------------
|Cameron
    Morris
    830 Stewart Drive 248 Sunnyvale CA
    94085                                                                                                           | 81,250,000
    Common restricted shares held in escrow
    8,000,000 Common restricted shares | 9%                     
|                                                                                                                                                                              |                                                                                               |                        
|Oleksiy
    Mykhaylov
    422 Richards St, Suite 170 Vancouver,
    BC, V6B 2Z4                                                                                               | 81,250,000
    Common restricted shares held in escrow
    8,000,000 Common restricted shares | 9%                     
|                                                                                                                                                                              |                                                                                               |                        
|Oleksiy
Ptashnty
    Bogucianka
str. 11, Krakow, 30398,
Poland;                                                                                                               | 81,250,000
    Common restricted shares held in escrow
    8,000,000 Common restricted shares | 9%                     
|                                                                                                                                                                              |                                                                                               |                        
|Shatter
    Tech Venture Holdings Inc.
    3rd Floor, Universal Re Building, 106
    Paseo de Roxas Street, Legaspi Village,
    1226 Makati City, Metro Manila, Philippines; | 81,250,000
    Common restricted shares held in escrow
    8,000,000 Common restricted shares | 9%                     
|                                                                                                                                                                              |                                                                                               |                        
|Marc
Applbaum
    MIDWAY
LAW FIRM APC
4275 Executive Square, Suite 200, La
Jolla, CA 92037                                                                                    | 425,000,000
    common restricted shares held in escrow pursuant to Viva agreement            | 44%                    



CHANGES
IN CONTROL







ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



Nil



TRANSACTIONS
WITH MANAGEMENT AND OTHERS



Nil



ITEM
14. EXHIBITS



Exhibits
required by Item 601 of Regulation S-B



(3)
ARTICLES OF INCORPORATION AND BYLAWS



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



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



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



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



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



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



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



3.8     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.



(10)    MATERIAL
CONTRACTS



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



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



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



10.4   2004
Stock Option Plan (incorporated by reference from our Registration Statement of Form S-8, filed on February 27, 2004)



10.5   Agreement between Earth Life Science Inc. and Bo Song pursuant to the acquisition of the White Channel mineral property dated May 16, 2015.



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.





(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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Inline XBRL Taxonomy Extension Calculation Linkbase Document



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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 April 14, 2022.



EARTH
LIFE SCIENCES INC.



|By:           | /s/ Angelo Marino
|------------- | -----------------
|Angelo Marino
|President    



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



|    | Signature        | Title     | Date               | 
|--- | ---------------- | --------- | ------------------ | 
|By: | /s/Angelo Marino | President | April
    14, 2022 | 







Earth
Life Sciences Inc.

|Balance
    Sheets   
|---------------------
|As
    at December 31
|(unaudited)          



|                                           |                     |                                                                                                                                                                             |  | Note |           | 2021 |             |   | 2020    |  
|------------------------------------------ | ------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | --------- | ---- | ----------- | - | ------- | -
|                                           |                     |                                                                                                                                                                             |  |      |           |      |             |   |         |  
|ASSETS                                     |                     |                                                                                                                                                                             |  |      |           |      |             |   |         |  
|                                           | Current Assets      |                                                                                                                                                                             |  |      |           |      |             |   |         |  
|                                           |                     | Prepaid expenses                                                                                                                                                            |  |      |           | $    | 600         |   |         | $
|                                           |                     |                                                                                                                                                                             |  |      |           |      | 600         |   |         |  
|                                           |                     | Acquisition of software technology                                                                                                                                          |  | 3    |           |      | 4,426,000   |   |         |  
|                                           |                     |                                                                                                                                                                             |  |      |           |      | -           |   |         |  
|Total assets                               |                     |                                                                                                                                                                             |  | $    | 4,426,600 |      |             | $ | 176,000 |  
|                                           |                     |                                                                                                                                                                             |  |      |           |      |             |   |         |  
|LIABILITIES                                |                     |                                                                                                                                                                             |  |      |           |      |             |   |         |  
|                                           | Current Liabilities |                                                                                                                                                                             |  |      |           |      |             |   |         |  
|                                           |                     | Accounts payable and accrued liabilities                                                                                                                                    |  |      |           | $    | 78,655      |   |         | $
|                                           |                     | Amounts owing to related parties                                                                                                                                            |  | 4    |           |      | -           |   |         |  
|                                           |                     | Notes payable                                                                                                                                                               |  | 7    |           |      | 49,018      |   |         |  
|                                           |                     | Convertible debt                                                                                                                                                            |  |      |           |      | 245,135     |   |         |  
|                                           |                     |                                                                                                                                                                             |  |      |           |      | 372,808     |   |         |  
|                                           |                     |                                                                                                                                                                             |  |      |           |      |             |   |         |  
|SHAREHOLDERS EQUITY                       |                     |                                                                                                                                                                             |  |      |           |      |             |   |         |  
|                                           |                     | Common shares, authorized 1,000,000,000 shares at par value $0.001, issued and outstanding as of December 31, 2021 – 960,468,779 and December 31, 2020- 464,817,339 shares. |  |      |           |      | 960,468     |   |         |  
|                                           |                     | Additional paid in capital                                                                                                                                                  |  |      |           |      | 21,666,513  |   |         |  
|                                           |                     | Accumulated comprehensive income                                                                                                                                            |  |      |           |      | 131,859     |   |         |  
|                                           |                     | Deficit                                                                                                                                                                     |  |      |           |      | (18,705,048 | ) |         |  
|                                           |                     |                                                                                                                                                                             |  |      |           |      | 4,053,792   |   |         |  
|Total liabilities and shareholders equity |                     |                                                                                                                                                                             |  | $    | 4,426,600 |      |             | $ | 176,000 |  



| |  | Angelo
    Marino |  |  |  | 
| |  | ------------------- |  |  |  | 
| |  | Director            |  |  |  | 



The
accompanying notes form an integral part of these financial statements







Earth
Life Sciences Inc.

Statement
of Operations

(unaudited)



|                                              |  | Year ended
December 31,
2021 |             |   | Year ended
December 31,
2020 |  
|--------------------------------------------- |  | ---------------------------- | ----------- | - | ---------------------------- | -
|Expenses                                      |  |                              |             |   |                              |  
|Consulting and subcontractors                 |  | $                            | 20,000      |   |                              | $
|Interest                                      |  |                              | 21,530      |   |                              |  
|Office and general                            |  |                              | 23,421      |   |                              |  
|Stock-based compensation                      |  |                              | 1,519,544   |   |                              |  
|                                              |  |                              | 1,584,495   |   |                              |  
|Net loss for the period                       |  |                              | (1,584,495  | ) |                              |  
|Total comprehensive income (loss)             |  | $                            | (1,584,495  | ) |                              | $
|Loss per share, basic and diluted             |  | $                            | -           |   |                              | $
|                                              |  |                              |             |   |                              |  
|Weighted average number of shares outstanding |  |                              | 494,645,409 |   |                              |  



The
accompanying notes form an integral part of these financial statements







|Earth
    Life Sciences Inc.
|----------------------------
|Statements
    of Cash Flows
|(unaudited)                 



|                                                    |                                      |                                          |           | Year ended December 31, 2021 |           |   | Year ended December 31, 2020 |           
|--------------------------------------------------- | ------------------------------------ | ---------------------------------------- | --------- | ---------------------------- | --------- | - | ---------------------------- | ----------
|                                                    |                                      |                                          |           |                              |           |   |                              |           
|Cash Flows from Operating Activities                |                                      |                                          |           |                              |           |   |                              |           
|                                                    | Loss for the period                  |                                          | $         | (1,584,495                   | )         |   | $                            | (1,822,404
|                                                    | Items not affecting cash:            |                                          |           |                              |           |   |                              |           
|                                                    |                                      | Accrued interest                         |           |                              | 22,730    |   |                              |           
|                                                    |                                      | Stock-based compensation                 |           |                              | 1,519,544 |   |                              |           
|                                                    |                                      |                                          |           |                              | (42,221   | ) |                              |           
|                                                    | Changes in non-cash working capital: |                                          |           |                              |           |   |                              |           
|                                                    |                                      | Accounts payable and accrued liabilities |           |                              | 27,618    |   |                              |           
|                                                    |                                      | Related parties                          |           |                              | (665      | ) |                              |           
|                                                    |                                      | Prepaids                                 |           |                              | (600      | ) |                              |           
|Net cash provided by (used in) operating activities |                                      |                                          | (15,868   | )                            |           |   | (24,712                      | )         
|                                                    |                                      |                                          |           |                              |           |   |                              |           
|Cash Flows from Financing Activities                |                                      |                                          |           |                              |           |   |                              |           
|                                                    |                                      | Advances received from a shareholder     |           |                              | 15,868    |   |                              |           
|Net cash provided by financing activities           |                                      |                                          | 15,868    |                              |           |   | 24,712                       |           
|                                                    |                                      |                                          |           |                              |           |   |                              |           
|Cash Flows from Investing Activities                |                                      |                                          |           |                              |           |   |                              |           
|Net cash used in investing activities               |                                      |                                          | -         |                              |           |   | -                            |           
|Change in cash and cash equivalents                 |                                      |                                          | -         |                              |           |   | -                            |           
|Cash and cash equivalents at beginning of period    |                                      |                                          | -         |                              |           |   | -                            |           
|Cash and cash equivalents at end of period          |                                      | $                                        | -         |                              |           | $ | -                            |           
|                                                    |                                      |                                          |           |                              |           |   |                              |           
|Interest paid                                       |                                      | $                                        | -         |                              |           | $ | -                            |           
|Income taxes paid                                   |                                      | $                                        | -         |                              |           | $ | -                            |           
|Shares issued in trust                              |                                      | $                                        | 4,250,000 |                              |           | $ | 1,787,500                    |           
|Shares issued for software technology               |                                      | $                                        | -         |                              |           | $ | 176,000                      |           
|Shares issued on convertible debt                   |                                      | $                                        | 1,590,195 |                              |           | $ | -                            |           



The
accompanying notes form an integral part of these financial statements







|Earth
    Life Sciences Inc.                     
|-------------------------------------------------
|Statements
    of Changes in Shareholders Equity
|(unaudited)                                      



|                                  |  | Share Capital |              |   |        |   |          |                            |  |   |            |  |  |                                       |             |   |       |  
|--------------------------------- |  | ------------- | ------------ | - | ------ | - | -------- | -------------------------- |  | - | ---------- |  |  | ------------------------------------- | ----------- | - | ----- | -
|                                  |  | Shares        |              |   | Amount |   |          | Additional paid-in capital |  |   | Deficit    |  |  | Cumulative other comprehensive income |             |   | Total |  
|Balance, January 1, 2020          |  |               | 332,817,339  |   |        |   | 332,817  |                            |  |   | 14,490,469 |  |  |                                       | (15,292,929 | ) |       |  
|Share concellations               |  |               | (225,000,000 | ) |        |   | (225,000 | )                          |  |   | 225,000    |  |  |                                       | -           |   |       |  
|Issued for technology acquisition |  |               | 32,000,000   |   |        |   | 32,000   |                            |  |   | 144,000    |  |  |                                       | -           |   |       |  
|Shares issued in trust            |  |               | 325,000,000  |   |        |   | 325,000  |                            |  |   | 1,462,500  |  |  |                                       | -           |   |       |  
|Loss for the period               |  |               | -            |   |        |   | -        |                            |  |   | -          |  |  |                                       | (1,822,404  | ) |       |  
|Balance, December 31, 2020        |  |               | 464,817,339  |   |        | $ | 464,817  |                            |  | $ | 16,321,969 |  |  | $                                     | (17,115,333 | ) |       | $
|                                  |  |               |              |   |        |   |          |                            |  |   |            |  |  |                                       |             |   |       |  
|Balance, January 1, 2021          |  |               | 464,817,339  |   |        |   | 464,817  |                            |  |   | 16,321,969 |  |  |                                       | (17,120,553 | ) |       |  
|Shares issued in trust            |  |               | 425,000,000  |   |        |   | 425,000  |                            |  |   | 3,825,000  |  |  |                                       | -           |   |       |  
|Shares issued for debt            |  |               | 70,651,440   |   |        |   | 70,651   |                            |  |   | 1,519,544  |  |  |                                       | -           |   |       |  
|Loss for the period               |  |               | -            |   |        |   | -        |                            |  |   | -          |  |  |                                       | (1,584,495  | ) |       |  
|Balance, December 31, 2021        |  |               | 960,468,779  |   |        | $ | 960,468  |                            |  | $ | 21,666,513 |  |  | $                                     | (18,705,048 | ) |       | $



The
accompanying notes form an integral part of these financial statements







EARTH
LIFE SCIENCES INC.
NOTES TO THE FINANCIAL STATEMENTSDecember 31, 2021



NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS



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



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



On
June 12, 2015, the Company, through an option agreement, issued 225,000,000 shares to Mr. Song Bo, to earn the mineral rights for the
White Channel mineral claims located in British Columbia. The Company embarked on mineral exploration program. During the year ended
December 31, 2017 the Company terminated active 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.



In
2020 the Company entered into the transportation software market, and in 2021 the Company entered into services through the mode of online
ordering and offline service (O2O). See (Note 3).



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



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



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



NOTE
2 – SUMMARY OF ACCOUNTING POLICIES



Basis
of Presentation



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







Use
of Estimates



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



Equipment



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



Impairment
of Assets



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



Other
Comprehensive Income



The
Company reports and displays comprehensive income and its components in the financial statements. During the years ended December 31,
2021 and 2020, the Company recorded unrealized foreign exchange gains of $nil and $nil respectfully.



Income
Taxes



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



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



Basic
and Diluted Loss per Share



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







Financial
Instruments



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



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



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



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



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



Fair
value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December
31, 2021. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term
nature of these instruments.



Revenue
Recognition



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



Deferred
Income Taxes and Valuation Analysis



The
Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets
and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying
amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.
A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax
assets through future operations. No deferred tax assets or liabilities were recognized as of December 31, 2020 or December 31, 2019.







Net
Income (loss) per Common Share



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



Basic
net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at December 31, 2021
and 2020.



Share
Based Compensation



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



The
Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50,
Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on
the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued.



Share-based
expense for the years ended December 31, 2021, and 2020 totaled $1,519,544 and $1,787,500, respectively.



Recent
Accounting Pronouncements



In
June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities
to use a forward-looking approach based on current expected credit losses (CECL) to estimate credit losses on certain types
of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13
is effective for the Company beginning January 1, 2023, and early adoption is permitted. The Company does not believe the potential impact
of the new guidance and related codification improvements will be material to its financial position, results of operations and cash
flows.



In
August 2020, the FASB issued ASU No. 2020-06 (ASU 2020-06) Debt—Debt with Conversion and Other Options (Subtopic
470-20) and Derivatives and Hedging—Contracts in Entitys Own Equity (Subtopic 815-40). ASU 2020-06 reduces the number
of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. The diluted
net income per share calculation for convertible instruments will require the Company to use the if-converted method. For contracts in
an entitys own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are
accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception.
This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled
in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is
effective January 1, 2024, for the Company and the provisions of this update can be adopted using either the modified retrospective method
or a fully retrospective method. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that
year. Effective January 1, 2021, the Company early adopted ASU 2020-06 and that adoption did not have an impact on our financial statements
and related disclosures.



Other
recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants,
and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Companys
present or future financial statements.







NOTE
3 – SOFTWARE TECHNOLOGIES



The
Company entered into an agreement with the Software Group in January of 2020. The Company issued 32,000,000 restricted common shares
to the four members of the Software Group as general consideration. The Company also issued 325 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.



In
October 2021 the Company entered into an acquisition agreement with VIVA Health HK Limited, a one-stop smart branded healthcare
service, to be implemented in the United States. VIVA utilizes artificial intelligence and big data, through their platform 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), the services being a one-stop smart life service branded platform, oriented to the health care
industry and designed to meet the needs of seniors and particularly of Asian descent.



Under
the terms of the agreement, the Company issued 425 million common shares to an escrow agent and upon receiving
a satisfactory minimum viable product version and aBeta 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.



NOTE
4 – CONVERTIBLE NOTE PAYABLE



As
of December 31, 2021, the Company had convertible notes payable totaling $245,135 (December 31, 2020 - $297,603). Convertible notes were
issued on July 1, 2020 pursuant to the conversion of Notes Payable of $264,883 as of June 30, 2020 (Amounts payable December 31, 2019
of $248,103). Previously convertible notes payable consisted of the conversion of a Notes Payable in 2011 and had no interest rate and
no fixed terms of repayment. The recent convertible notes payable have an interest rate of 8% commencing on January 1, 2021. The notes
are convertible into common shares at $0.001 per share. Currently, the notes could be converted to 245,135,000 shares.



NOTE
5 – COMMON STOCK



As
of December 31, 2021, 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.



NOTE
6 – INCOME TAXES



The
Company is subject to United States federal and state income taxes at 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 forwards, regardless
of their time of expiry.



No
provision for income taxes has been provided in these financial statements due to the net loss for the years ended December 31, 2021
and 2020. The potential tax benefit of these losses may be limited due to certain change in ownership provisions under Section 382 of
the Internal Revenue Code and similar state provisions.



NOTE
7 – NOTES PAYABLE



As
of December 31, 2021 the Company had notes payable of $49,018 (December 31, 2020 – $28,603). 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.