UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

For the year ended September 30, 2016

or

For the year ended September 30, 2014

SMOOFI, INC.

 (Exact name of registrant as specified in its charter)

Commission file number: 333-193220

Registrant’sRegistrant's telephone number, including area code:

(949) 973-0684

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes [ ]☐ No [x]☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [x]☐ No [ ]☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ]☐ No [X ]☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ]☐ No [x]☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’sregistrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]☐

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

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

As of MarchDecember 31, 20142016 (last business day of the registrant’sregistrant's most recently completed second fiscal quarter), the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was approximately $297,325.$6,440,768.

As of December 8, 2014,January 13, 2016, there were 10,128,60031,085,800 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

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FORWARD LOOKING STATEMENTS

There are statements in this registration statementannual report that are not historical facts. These “forward-looking statements”"forward-looking statements" can be identified by use of terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy”"believe," "hope," "may," "anticipate," "should," "intend," "plan," "will," "expect," "estimate," "project," "positioned," "strategy" and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. For a discussion of these risks, you should read this entire Registration Statementannual report carefully, especially the risks discussed under “Risk"Risk Factors.”" Although management believes that the assumptions underlying the forward looking statements included in this Registration Statementannual report are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In the light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this Registration Statementannual report will in fact transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-lookingforward looking statements.

PART I

ITEM 1 BUSINESS

Overview

SmooFi,

NuLife Sciences, Inc. ("SmooFi,”NuLife," the “Company,”"Company," "we," or "us.”") was incorporated under the laws of the State of Nevada on October 15, 2013, at which time itwe acquired a business plan for an online marketplace and community and website from Mr. Derek Cahill. As of February 24, 2014, we had one employee, our president and chief executive officer Mr. Clarke. During the period October 15, 2013 (date of inception) through September 30, 2014, Mr. Clarke devoted between five (5) hours per week to over thirty (30) hours per week as necessary for the business. For calendar year 2014, Mr. Clarke has committed to devote at least twenty (20) hours a week to us but may increase that number as necessary to further develop the business. As of this date and through calendar year 2015, Mr. Clarke will continue to provide these services at no cost to the Company. In addition to his relationship with the Company, Mr. Clarke provides his services to an unrelated business upon which he is compensated by as an employee.

The Company issued 500,000 shares of its common stock to Mr. Clarke as founder’s shares. Following our formation, we issued an additional 7,250,0007,250,00 shares of our common, now 21,750,000 shares following the 3:1 forward stock split (the “Forward Split”), to Mr.our founder, Derek Cahill, in exchangeas consideration for the purchase of a business plan along with a website. The acquisition of the business plan and website was valued at $72,500. The cost incurred by Mr. Cahill for the business plan andas well as related professional services in preparing it was approximately $72,500 which is the value placed upon the shares issued to pay Mr. Cahill.

 On December 30, 2016, the Company announced the completion of an Asset Purchase Agreement to acquire all of the assets (the “Asset Purchase”) of GandTex, LLC, a Texas limited liability company (“GandTex”). Pursuant to which the Company purchased from GandTex certain proprietary patents and a related license in respect of a series of procedures and medical techniques focused on advancing human organ transplant technology which would eliminate the need for an organ or tissue match, and the necessity for anti-rejection drugs (the “NuLife Process”) As a result of the Asset Purchase, the Company has substantially redefined its business strategy to further fund, develop, gain regulatory approval for, and ultimately market the Nulife Process.

The Company presently has two business segments: (i) to raise funds sufficient to fund ongoing animal trials in further development and regulatory approval of the Nulife Process through various affiliated medical institutions, clinical investigators, contract laboratories and other third parties, such as CROs, that will conduct our preclinical and clinical studies of the NuLife Process; and (ii) an online marketplace and community platform that is under development and which represents our original business commenced in fiscal 2014. Due principally to our financial condition and resultant lack of financial resources as described elsewhere in this Form 10-K, to date, the online marketplace segment has generated less than expected revenue, and remains offline and under construction at this time. The Company intends to launch the Animal Trial development phase of the NuLife Process in January 2017.

We are an emerging growth company as defined in Section 2(a)(19) of the Securities Act. Pursuant to Section 107 of the Jumpstart Our Business Startups Act, we may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, meaning that we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have chosen to take advantage of the extended transition period for complying with new or revised accounting standards applicable to public companies to delay adoption of such standards until such standards are made applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

SmooFi plansThe Business

NuLife Process and Developing the Patented NuLife Process

The procedure itself, in its simplified format, follows six (6) steps: First the organ is removed, or the donor organ is examined. Then the Organ is put through a decellularization processes to focus onisolate the extracellular matrix (ECM) of a tissue from its inhabiting cells, leaving an ECM scaffold of the original tissue. Specific cells are then harvested from bone marrow of the intended recipient. Following the bone marrow harvest the Particular hematopoietic cells are used in the process as well as a novel procedure involving temperature and pressure factors (under vacuum). As a result of the vacuum process, specific cells are released from platelets without complete platelet degranulation. The negative pressure created by the vacuum pulls the growth factors out of the platelets and into the plasma. Once processed, the cells are reintroduced into the recipient influencing further growth of an already implanted and recellularized organ which is an exact tissue match with a high probability of not being rejected without anti-rejection drugs.

Beginning over 3 years ago Pilot Studies were conducted: initially the 1^st surgery was conducted in Ecuador, with 3 additional animal surgeries, one in the United States. Each study involved 2-3 animals per surgery, and all but one – unknown to the study group and the surgeons involved - had a virus prior to the transplant surgery, and did not pass the post-operative examination.

Online Market and Community Platform

The Company's initially-defined business strategy is to acquire and/or develop and market software and services that will significantly enhance the performance and functionality of the Internet services used by individuals and by small to medium sized businesses. The Company's products and services, essentially an online marketmarketplace and community, connectingwill use proprietary technology that will enable users, both service requestors and service providers, to work collaboratively to obtain substantial improvements in performance, reliability and usability. Service requestors (people or companies requesting a service) name their own price, date and time for any service. A service requestor can also select qualifying criteria such as number of reviews or review rankings of a service provider. The first service provider who can provide that service, on that date, at that time and meets the service ranking requirements will get the project. The web site and the platform, originally titled www.AnytimeJobe.com experienced security issues shortly after it was launched and had to be taken down to correct the security problems. At the present time the additional programing to eliminate the security problem has not been completed and the platform is not available online.

Once the security issues with the platform are resolved, the Company's online marketplace and online community will match up daily job or service requests and fill market demand for service requests throughout a particular local community, county or city and will connect local resources with local need. Theneeds. A goal is to create jobs and provide a market value for basic services by aggregating these low cost services within each local market. This will maximize value for botheither the person or company requesting the service and for the person or company providing the service. For example, even a “stay at home mom” or “retired baby boomer” could earn an extra $5 to $100 a day by simply dropping off mealsIn other words, service providers will get the best possible price for seniors, walking a pet or home based technical support. Atheir service provider, such as a gardener or pet caretaker can now seeand the exact peopleparty requesting service within a specific ZIP Code or address and what day and time they want the service. This allows the gardener or pet caretaker to optimize their work schedule and earn more income by mowing more lawns or walking more pets in the same day which allows the service requestor to receivewill pay the service on the exact day and time they want.lowest possible price.

SmooFiOur technology is targeted for busy individuals, families and for people who need tasks completed at odd hours of the day. SmooFi alsoNuLife works great for any type of service from technical services (HDTV to computers), auto services (dings &(dents and windshields), home services (meals to pets to babysitting), real-estate services (notaries to gardening), transportation services (packages to people), personal services (exercise to haircuts), and much more. SmooFiNuLife also works great for non-profit organizations, institutions, city services and corporate services such as city parades, corporate events, non-profit activities (beach cleanup, meals on wheels, etc.) and others.

SmooFi works by simply listing your service on Smoofi.com by location, date, time, price, service type, service ranking and provider history. The first person who can provide that service on that date, at that time and meets the service ranking and history requirements will get the project. No bidding, no waiting a week for an auction to close, no shifting through 10numerous people to try to determine the best person. SmooFi createsNuLife plans to create an online service community where members track service provider history, including rankings, reliability, on time, etc. and creates an automated service request around this ranking and history.

SmooFi

Again, once the security issues with the platform are resolved, the platform will also providesprovide an online webspaceweb space (Web 2.0 features) for each user. This allows the Service Requestorservice requestor to track and manage all their services in one place, on one website. For example, keep grocery lists, medication lists, kidkids and family schedules, pick up places, and more all on yourtheir own SmooFiNuLife site. YouThe service requestor determine who can see what information or log into yourhis or her account. SmooFi keepsNuLife plans to keep a complete audit trail of current and future service requests, costs and allows youindividuals to make paymentpayments to service providers via credit card or directly from yourthe service requestor's bank account. Service providers can nowwill then be able to receive credit card paymentpayments for services they use to have to getformerly only paid for with cash, for. Plusand these funds will be automatically transferred into theira bank account.

SmooFiThe platform will also allows youallow a service requestor to receive mobile alerts when yourtheir service provider (such as a pet walker) arrives at yourtheir house and when they leave your house. SmooFiNuLife will also keep an audit trail of all your services provided, such as every time a meal is dropped off at your Grandpa’sgrandfather's house or Grandpa’shis diabetes medication is delivered or when youa pet is picked up and dropped off at the house.

SmooFi isThe platform will be a greatuseful tool for both service requestors and service providers. Service providers will benefit by having online access to view service requests in their community by location, date, time and service request type. This allowswill allow service providers to group or aggregate their services and maximize their revenue opportunities. SmooFiThe platform also provides each service provider their own website to track and manage service requests and bids. SmooFiIt will also notify each service provider by email or mobile alert of new service requests within their saved search request and via mobile text messaging let the Service Requestorservice requestor know when theythe service provider arrived and when theyit completed a service. SmooFiNuLife's platform will also allow service providers to accept credit card payments both via SmoofiNuLife's and via their own website, eliminating the problem of tracking down payment for services at a later time.

SmooFi solvesOur current online marketplace and community is designed to solve a number of market problems:

1) Matching local resources with local need.

2) Ability to aggregate small services and small transaction fees for basic services.

3) Provides funds and job opportunities for people with mixed schedules.

4) Provides online community to rank and compare service providers.

5) Provides Service Requestors online space for to track and manage service requests, receive mobile alerts of completed services, list services by data & time, and more.

6) Provides Service Providers online space to track service requests and accept credit card payments.

Aging Demographics – Market Pressure on Service Industry

SmooFi also recognizes that as the baby boomer population grows older there will be increased pressure on local communities and family members to provide basic services at all hours of the day.. This can have a tremendous impact on personal goals, family life, community funds, environmental impacts (multiple/un-needed trips) or even employee productivity.

SmooFiNuLife GeoCalendar

SmooFiOur technology is based both on geographic location services (GIS) and mobile technology. A service requestrequestor or service provider has the ability to list, search, track and manage services by geographic location, day & time and service type. SmooFiNuLife calls this technology GeoCalendar.

SmooFiOur technology will have all the basic online community features for the family or individual who needs help including a dedicated website for each family or individual to list and track their schedules, medication, transportation requirements, service requests, etc. By listing this information, a demand is created in the market place for these services. Helpers canwill be able to quickly match their availability via innovative Geographic Information Calendar or (GeoCalender). The site will also connect users via mobile phone, sending text message reminders, alerts, arrival and departure times, grocery lists, etc. (via text message back to the system) and integrated services to rank and track service requests and service providers.

SmooFiOur technology will also have all the basic online community features for the service provider, including a detailed online profile (gender, availability, rate, ZIP Code), pictures, videos, and more. But the service providerproviders will also have access to an online website to view, track and manage the family or individual they are helping. For example, they could view the family or individual website to see class schedules, grocery list, pet pictures, etc. The service provider could also text back to the website and alert others (such as family members) on arrival time, departure time, confirm medication has been taken, etc. The text will also become part of the individual or family member website creating an online audit trail of the persons care or service, even though the service maybe provided by 1 or even one hundred different service providers throughout the years.

Later versions of SmooFiour technology will also createfocus on the creation of a push model for Non-Profit Organizations, City Organizations or Athletic Organizations to push requests out to the community for support. SmooFiNuLife GeoCalendar will differentiate between paying activities and non-profit activities. But in some cases non-profit or even city events may pay minimum wage for basic services (security, crowd control, parade clean-up, etc.). City organizations and non-profits currently find it hard to find basic resources to help within the community and often end up paying for these services. This later version of SmooFiour technology will also allow people to participate in non-profit events and get the word out about special events in the local community. Services that can be Aggregated and Pushed by Location, Organization, Community, Service Type, or Date &and Time.

The following summarizes the various types of services that will be addressed by our online market and community:

SmooFi Revenue Model – Online & Mobile Advertising

SmooFiOur online technology maximizes the utilization of the web portal utilization to push local advertisements both on the website and on mobile text messages and email alerts. These advertisements will be geared both to the service provider and the service requester and towards the service that is being provided and the ZIP Code they live in.

For example, a service request for someone to wash mytheir dog will result in an online service request on SmooFi.NuLife's platform. When thea service requestor submits the request, they may see an advertisement for dog food. When the service provider logs in and views the requested service, they may see an advertisement for dog shampoo or local pet store.

Also, the service requestor will receive a mobile alert when the service provider showsarrives up at theits house to walk the dog and when they leave. This mobile alert will have a mobile text advertisement such as information on a local pet store. When I approvethe service requestor approves payment online, the service provider will receive a mobile alert that the payment is made, the advertisement to service provider advertisement maybemay be a local supply shop or additional pet walking requests from the website.

SmooFiOur online technology combineswill combine online market, community and geographic information services with mobile text messaging, advertising and mobile geographic information services. Even local coupons or coupon codes can also be sent to mobile phones and integrated with each service request. Advertisers can also narrow down their advertisement by ZIP Code, service type, or day and time.

SmooFiOur target market generally is to tap into urban communities where many people have mixed schedules and/or want to earn extra income for weekend or general expenses. For example, many people are involved in multi-tiered marketing programs such as Juice Plus, Pampered Chef, Avon and others. ManyWe believe that many people just want extra income to offset personal expenses. In other cases baby boomers are working at Macy’s,Macy's, Crate & Barrel, as kindergarten teachers, pet walkers and many other jobs. There’sThis leads us to believe that there's an underlying market and demand for these services. In many cases,With our intended platform, people are necessarily happy with products such as Juice Plus or Pampered Chef, but it’s a meanswill be able to an end. With SmooFi, people could findget paid for services they enjoy performing such as basic gardening, meal delivery, pet care, home computer / HDTV repair services and more.those described above. Whatever their interest, there’sthere's a way to make additional revenue.

SmooFi “GetNuLife "Get & Share” –Share" - Viral Marketing

An existing open source technology is “Get"Get & Share”, an easy way toShare." This is how "Get & Share" works: a user can right click on any SmooFi service requestof our intended services and paste it on your MySpace,social media sites such as YouTube, FaceBook,Facebook, iGoogle or other web community site. This technology allows SmooFiwill allow users to let users grab SmooFicopy NuLife service requests and paste them on their most popular site. In doing so, if a Service Providerservice provider clicks on the link and accepts the Service Requestservice request from the SmooFiNuLife site, a credit will be provided back to this user. ThisIn other words, the user that posts the service, gets paid for generating either a response to the need for the service or an offer to provide the service. We believe this will create a Viral Marketing program for SmooFiNuLife and extend their MySpace and FaceBookusers social media accounts allowing them to book and manage basic services both for income ORor for personal or family use.

SmooFiNuLife Payment Engine

Similar to Google Checkout or PayPal, Smoofithe NuLife payment engine will allow service providers to accept credit card transactions, either on the SmoofiNuLife website, on their own website or via email. Initially SmoofiNuLife may utilize Google’sGoogle's Checkout API or PayPal’sPayPal's API to handle financial transactions brining security and name brand to Smoofi’sNuLife's services. Over time we believe there is a great opportunity to create a customized payment transaction engine dedicated to the service industry.

SmoofiNuLife Revenue Model

SmoofiOur online technology has the following revenue models, each we will attempt to morph into a different revenue model as the site gains traction.

1) Transaction Fees – SmooFi will receive $1 for each transaction from the service requestor upon listing of the available job.. Users can pay fees via credit card once the transaction fee.

a. Viral Marketing – A $.25 credit will be provided back to those users who place SmooFi “Get & Share” ads on their Facebook pages and/or other community websites when a Service Provider clicks their link and accepts the service terms.

2) Keyword Advertising – using Google Adwords or Yahoo Marketing, Smoofi can provide online advertisements and mobile text message advertisements.

a. SmooFi Advertising Engine – Over time Smoofi will develop its own advertising engine where advertisers can bid on key terms at the ZIP Code level and determine if they want online or mobile text messages or both.

b. The advantage of SmooFi advertising engine is I know the exact address and interest of the service requestor. I can provide targeted ads, such as an advertisement for PetCo to all people requesting dog walks.

3) Credit Card Transactions – using Google Checkout and/or PayPal, Smoofi will be able to generate revenue via credit card transactions.

a. Credit Card Transaction Engine – developing a custom transaction engine with a major bank or partnering with Google Checkout, Smoofi intends

	1)	Transaction Fees - NuLife will receive $1 for each transaction from the service requestor upon listing of the available job. Users can pay fees via credit card.
	a.	Viral Marketing - A $.25 credit will be provided back to those users who place NuLife "Get & Share" ads on their Facebook pages and/or other community websites when a Service Provider clicks their link and accepts the service terms.
	2)	Keyword Advertising - using Google Adwords or Yahoo Marketing, NuLife can provide online advertisements and mobile text message advertisements.
	a.	NuLife Advertising Engine - Over time NuLife will develop its own advertising engine where advertisers can bid on key terms at the ZIP Code level and determine if they want online or mobile text messages or both.
	b.	We believe the advantage of our advertising engine is that the user will know the exact address and interest of the service requestor which will allow the user to provide targeted ads, such as an advertisement for PetCo to all people requesting dog walks.
	3)	Credit Card Transactions - using Google Checkout and/or PayPal, NuLife will be able to generate revenue via credit card transactions.
	a.	Credit Card Transaction Engine - developing a custom transaction engine with a major bank or partnering with Google Checkout, we intend to have their own proprietary credit card transaction engine for service providers.
	4)	Mobile Text Messaging Services - using mobile text messaging (or emails) to notify the user of arrival and departure times of service providers will allow for targeted advertising by service type and ZIP Code.
	5)	Membership Fees - there will be no membership fees in the first version of platform, but over time service providers may be charged an annual membership fee ($25 to $100) to join. The benefits are more business, online and mobile alerts, online and mobile directions, online payment gateway to accept credit card transactions.

4) Mobile Text Messaging Services – using mobile text messaging (or emails) to notify the userMarketing Plan - Initial Launch of arrivalOnline Market and departure times of service providers will allow for targeted advertising by service type and ZIP Code.Community Platform

5) Membership Fees – thereWith our online technology will be no membership fees in the first version of Smoofi, but over time service providers may be charged an annual membership fee ($25intend to $100) to join Smoofi. The benefits are more business, online and mobile alerts, online and mobile directions, online payment gateway to accept credit card transactions.

Plan of Operations

SmooFi will leverage two major marketing, branding and PR programs. First, SmooFiNuLife will initially focus on launching its platform in only key markets such as California to launch the product.California. Secondly, SmooFiNuLife will only expand to other markets as the producttechnology is proven and tested. SmooFiIn other words, NuLife will not endeavor to grow too fast until the concept is completely proven out on a small scale. Eventually, NuLife will use both AM Radio advertising to target people in traffic during peak times who have limited time and need basic services completed at specific dates and time and are willing to pay a $1.00 for this service. SmooFiNuLife will also leverage Web 2.0 services to create viral marketing programprograms throughout the web integrating SmooFiNuLife services with other major community websites such as MySpace and FaceBook.Facebook.

Target MarketPathway to Commercialization of NuLife Process

Activities transcend markets: in-home visits, transportation, meals, store runs, (baby) sitting, tutoring, pet care, tutoring, chaperon,Commercialization of the NuLife Process requires successful completion of a series of pre-clinical and more. Target market appliesclinical trials, as well as the demonstration of the reproducibility of the process. The steps include but are not limited to individuals pre-clinical studies, defining the Chemistry, Manufacturing and Controls (CMC), documentation and necessary support about the process, and an escalating series of studies (Phase I, II and III) helping define the safety and efficacy of this process. These data will be evaluated by the FDA and/or familiesother similar health authority. If authorization for marketing is granted, the Company plans to work with someone that is:

• Senior or Elderly

• Special Needs – autistic kids (autism on the rise), mental / brain injuries (brain injuries onexisting Organ Procurement Organization (OPO) and major transplant centers to form a network of regional facilities capable of executing the rise),

• School Kids (K-12)

• Pets

• Babies (0process. In addition, Phase IV studies are commonly required for ongoing evaluations of safety and efficacy. In parallel with the development, health economics analyses will be conducted, in order to 5)

• Etc.

PR PR PRsupport the ultimate need for reimbursement in the markets it is the way to get the word out!

Helper Target Market

The consumer target market needs to match the helpers:

• Job seekers

• Care givers

• Pet sitters

• Baby sitters

• Stay at home moms

• Part time employees

• Non-profit organizations

MySpace, YouTube, Monster, HotJobs, Career Builder, etc. advertise for thousands of part time jobs!made available.

Competitive Conditions

Online Platform and Community Competitive Conditions

There are many similar online and offline technologies similar to SMOOFINuLife's such as Craig’sCraig's List, Kudzu, eBay Auctions, Penny Saver, and others. Butothers; however, we do not believe there are noany online websites that focus only on the service industry as an eCommerce / classifieds / auction marketplace. Craig’sCraig's List does not have an eCommerce or credit card system and there is no member feedback or rating system.

SmooFi targetsNuLife will target the underlining service industry, setting up a system for online services by ZIP Code thatwhere service providers can quickly qualify and identify leads by price, location and service type. Service requestors canwill be able to quickly list services and find qualified candidates based onthings such as feedback rating and length of membership, andmembership. The service requestor will also be able to pay via credit card. Smoofi isWe intend NuLife to be a safe, secure, easy to use, and self-regulating community based on an eBay type rating system.

NuLife Organ Transplant Competitive Conditions

The current market in kidney transplant is primarily focused on optimally managing individuals who are awaiting transplants and, post-transplant, attempting to limit the threat of rejection. A number of companies and institutions are researching different methods to improve the current kidney transplant process including but not limited to: better methods to match donors and recipients, improve dialysis machines, grow replacement organs, use of stem cells, methods to treat the underlying kidney disease, and development of better anti-rejection medicines. The impact of any of these areas could potentially impact the importance of adoption of the NuLife Process.

Market Demand - Demographics

Demographics - A Growing Problem for the Service Industry TheIndustry. We believe the historical trend ofthat sees the older population growing at a faster pace than the total population will continue well into the 21st Century.

Intellectual Property

WeAs previously noted, on December 30, 2016, the Company acquired certain proprietary patents and a related license in respect of a series of procedures and medical techniques focused on advancing human organ transplant technology which would eliminate the need for an organ or tissue match, and the necessity for anti-rejection drugs.

Other than the aforementioned, we have no other patents or trademarks.

Government Regulation and Industry Standards

NuLife Process

Government authorities do not permit us to commercialize, market, promote, or sell any NuLife Process in the United States without obtaining marketing approval from the FDA or in other countries without obtaining approvals from comparable foreign regulatory authorities, such as the EMA. Gaining approval to market a process such as ours, requires extensive preclinical development and clinical trials that demonstrate the safety and efficacy of the process for the intended indication to the satisfaction of the FDA or other regulatory authority.

Once regulatory approval has been granted, the approved Nulife Process is subject to continual review by the FDA and/or non-U.S. regulatory authorities. Any regulatory approval that we receive for our NuLife Process may be subject to limitations on the indicated uses for which the product may be marketed or contain requirements for potentially costly post-marketing follow-up studies or surveillance to monitor the safety and efficacy of the product. In addition, if the FDA and/or non-U.S. regulatory authorities approve any of our NuLife Process, we will be subject to extensive and ongoing regulatory requirements by the FDA and other regulatory authorities with regard to labeling, adverse event reporting, procedures, advertising, promotion, recordkeeping and submission of safety and other post-market information. Facilities utilizing the Nulife Process would be required to comply with cGMP regulations, which include requirements related to quality control and quality assurance as well as the corresponding maintenance of records and documentation. Accordingly, we and others with whom we work must continue to expend time, money and effort in all areas of regulatory compliance, including manufacturing, production and quality control. We will also be required to report certain adverse reactions, if any, to the FDA and to comply with requirements concerning advertising and promotion for our product

In addition to the above, and from time to time, regulatory requirements and policies change and additional government regulations are enacted. We, or our future collaboration partners, will be required to comply with such adjustments.

Online Market and Community Platform

There are an increasing number of laws and regulations in the United States and abroad pertaining to communications and commerce on the Internet. In addition, a number of legislative and regulatory proposals are under consideration by federal, state, local and foreign governments. Laws or regulations may be adopted with respect to the Internet relating to liability for information retrieved from or transmitted over the Internet, user privacy, taxation and the quality of products and services. Moreover, the application to the Internet of existing laws governing issues such as intellectual property ownership and infringement, pornography, obscenity, libel, gaming, employment and personal privacy is uncertain and developing. Any such legislation or regulation, or the application or interpretation of existing laws, may decrease the growth in the use of the Internet in general, prevent us from delivering our content in different parts of the world and increase our costs of selling products or otherwise operating our business.

Furthermore, legislation regulating online content could limit the growth in use of the Internet generally and decrease the overwhelming acceptance of the Internet as an advertising and e-commerce medium.

Websites typically place identifying data, or cookies, on a user's hard drive without the user's knowledge or consent. We and many other Internet companies will use cookies for a variety of different reasons, including the collection of data derived from the user's Internet activity. Any reduction or limitation in the use of cookies could limit the effectiveness of our sales and marketing efforts. Most currently available Web browsers allow users to remove cookies at any time or to prevent cookies from being stored on their hard drive.

Some privacy advocates and governmental bodies have suggested limiting or eliminating the use of cookies. In addition, the European Union and many countries within the EU have adopted privacy directives or laws that strictly regulate the collection and use of information regarding Internet users that is identifiable to particular individuals. Privacy legislation has been proposed in the US as well, and the US Federal Trade Commission has taken action against website operators that do not comply with state privacy policies. These and other governmental efforts may limit our ability to target advertising or collect and use information regarding the use of our websites. Fears relating to a lack of privacy could also result in a reduction in the number of our users and subscribers which could harm our business and financial results.

Intellectual Property

Pursuant to the closing of that certain asset purchase completed on December 30, 2016, the Company acquired certain proprietary patents and a related license in respect of the development of a series of procedures and medical techniques focused on advancing human organ transplant technology which would eliminate the need for an organ or tissue match, and the necessity for anti-rejection drugs (the “NuLife Process”).

Other than the aforementioned we have no additional patents or trademarks.

Employees

As of December 8, 2014,September 30, 2016, we had one employee which servestwo employees; Mr. Fred Luke, serving as our president,President, and chief executive officer, Mr. Clarke. During calendar year ending December 31, 2015 (dependentSean Clarke, serving as our Chief Financial Officer, and Secretary, neither of whom presently work for the Company on financing and available working capital),a full time basis. Mr. Clarke will devote at least twenty (20) hours a week to us and may increase the number of hours as necessary. Mr. ClarkeLuke is allowed to devote thisa limited amount of his time to our Companyus as he is not limited or restricted from being involved with us by his current employer. Mr. ClarkeHe is under no contractual agreement with the Company. However, our president,us and chief executive officer’s current plan is to provide all administrative and planning work as well as perform the basic coding for software and initial marketing efforts on his own without anyhas not received cash compensation while he seeks other sourcesto date except for an option to acquire 1,500,000 shares of funding for the Company and its business plan.common stock. Mr. Luke will not receive cash compensation until such time as we are able to raise sufficient equity or debt financing or we become profitable.

Mr. Clarke has been initially compensated throughWe use the formservices of common stock or equityvarious contract personnel from time to time. Although national unemployment rates remain high relative to historical averages, there exists a significant amount of competition for skilled personnel in the Company,healthcare. Nevertheless, we expect to be able to attract and will continue to forego cash payments for his services untilretain such additional employees as are necessary, commensurate with the Company is profitable. Beyond Mr. Clarke’s services, we have currently been working with an independent software development firm, which has been utilized on an “as needed” basis, and we may in theanticipated future use other independent contractors and consultants to assist in many aspectsexpansion of our business on an “as needed” or per project basis pending adequate financial resources being available or their ability to defer payment for their services.

There is no written employment contract or agreement in place with our president, and chief executive officer.

Property

Our office and mailing address is 204 S La Esparanza, Suite B, San Clemente, CA 92672. The space is provided to us by Mr. Clarke. Mr. Clarke incurs no incremental costs as a result of our usingresulting from the space. Therefore, he does not charge us for its use. There is no written lease agreement.

Litigation

We are not party to any pending, or to our knowledge, threatened litigation of any type.

(c) Reports to security holders.

(1) To the extent required by federal and state law, the Company will deliver an annual report to security holders.

(2) The Company will file reports with the SEC. The Company will be a reporting company and will comply with the requirementsacquisition of the Exchange Act.

(3) The public may readassets of GandTex described herein. Further, we expect to continue to use consultants, contract labor, attorneys and copy any materials the Company files with the SEC at the SEC's Public Reference Room at 100 F. Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.  accountants as necessary.

ITEM 1A. RISK FACTORS

An investment in the Company is highly speculative in nature and involves an extremely high degree of risk.

Risks Related to the Business

NuLife has virtually no financial resources. Our independent registered auditors' report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

SmooFiNuLife is an early stage company and has virtually no financial resources. We had a cash balance of $74,787,$1,086 as of September 30, 2014.2016. We have working capital deficit of $67,397$609,917 and a stockholders’ equityan accumulated deficit of $7,098$1,211,508 at September 30, 2014.2016. Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the period ended September 30, 20142016 that states that CompanyCompany's losses from operations raise substantial doubt about its ability to continue as a going concern. We may seekare seeking additional financing. The financing sought may be in the form of equity or debt financing from various sources as yet unidentified. No assurances can be given that we will generate sufficient revenue or obtain the necessary financing to continue as a going concern.

Our current resources and source of funds, which primarily consist of friends and family debt and equity investments from unaffiliated third parties, are sufficient to keep our business operations functioning for the next twelve months. We do not have a formal agreement with our president and chief executive officer to fund the Company’s working capital needs; however our president and chief executive officer’s current plan is to do almost of the work on his own without cash compensation while he seeks other sources of funding. The Company has started(i) is engaged in the development of an initial design and framework of its proposed online marketplace and community portal platform through Mr. Clarke’sClarke's efforts, as well as through the efforts of a software development firm which the Company hashad been working with on an as “needed basis.”"needed basis". We currently spendhave historically spent between $5,000 and $10,000 per month in operational expenses.expenses, and this spending will need to substantially increase in response to the expanded business plan. We have not generated any revenues from our business, and our expenses will be accrued and deferred until sufficient financing is obtained or our president and chief executive officer or others who know our president and chief executive officer loans the necessary funds to pay for these expenses.obtained. No assurances can be given that we will be able to receive funds from our president and chief executive officer or others to continue our operations beyond a month-to-month basis.

2. SmooFiNuLife is and will continue to be completely dependent on the services of our presidentPresident and chief executive officer, Sean Clarke,Chief Financial Officers, the loss of whose services may cause our business operations to cease, and we will need to engage and retain additional qualified employees and consultants to further implement our strategy.

SmooFi’s

NuLife's operations and business strategy are completelysubstantially dependent upon the knowledge and business connections of Mr.Messrs. Luke and Clarke, our president and chief executive officer. He iswho are under no contractual obligation to remain employed by us. If heone or more should choose to leave us for any reason or if he becomes ill and is unable to work for an extended period of time before we have hired additionalappropriate replacement personnel, our operations will likelycould fail. Even if we are able to find additional personnel, it is uncertain whether we could find someone who could develop our business along the lines described in this prospectus.

Messrs. Luke’s and Clarke's current employment situations do not limit or restrict them from being involved with our Company.

If we fail to demonstrate the safety and efficacy of our process that we develop to the satisfaction of the FDA or comparable foreign regulatory authorities we may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of such a process. This would adversely impact our ability to generate revenue, our business and our results of operations.

We are not permitted to commercialize, market, promote, or sell any NuLife Process in the United States without obtaining marketing approval from the FDA or in other countries without obtaining approvals from comparable foreign regulatory authorities, such as the EMA, and we may never receive such approvals. To gain approval to market a process such as ours, we must complete extensive preclinical development and clinical trials that demonstrate the safety and efficacy of the process for the intended indication to the satisfaction of the FDA or other regulatory authority.

We have not previously submitted an NDA to the FDA, or similar approval filings to comparable foreign authorities, for any process such as this, and we cannot be certain that our process will be successful in clinical trials or receive regulatory approval. Further, our NuLife Process may not receive regulatory approval even if they are successful in clinical trials. If we do not receive regulatory approval for our process, we may not be able to continue our operations. Even if we successfully obtain regulatory approval to market our process, our revenue will be dependent, in part, upon the size of the markets in the territories for which we gain regulatory approval and have commercial rights.

The FDA or any foreign regulatory bodies could delay, limit or deny approval of our process for many reasons, including:

Even if we eventually complete clinical testing and receive approval of an NDA or foreign regulatory filing for the NuLife Process, the FDA or the applicable foreign regulatory agency may grant approval contingent on the performance of costly additional clinical trials which may be required after approval. The FDA or the applicable foreign regulatory agency also may approve the NuLife Process for a more limited indication or a narrower patient population than we originally requested, and the FDA, or applicable foreign regulatory agency, may not approve the labeling that we believe is necessary or desirable for the successful commercialization of the product. Any delay in obtaining, or inability to obtain, applicable regulatory approval would delay or prevent commercialization of the NuLife Process and would materially adversely impact our business and prospects.

Preclinical and clinical development of Processes like ours involves a lengthy and expensive process with an uncertain outcome. We may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of our NuLife Process.

Clinical testing is expensive and can take several years to complete, and its outcome is inherently uncertain. It is impossible to predict when our NuLife Process will prove effective or safe in humans or will receive regulatory approval. Before obtaining marketing approval from regulatory authorities for the commercialization of the NuLife Process, we must complete preclinical studies and then conduct extensive clinical trials to demonstrate the safety and efficacy of our NuLife Process in humans. A failure of one or more clinical trials can occur at any stage of testing. The outcome of preclinical testing and early clinical trials may not be predictive of the success of later clinical trials, and interim results of a clinical trial do not necessarily predict final results. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses, and many companies that have believed their NuLife Process performed satisfactorily in preclinical studies and clinical trials have nonetheless failed to obtain marketing approval of their products. We may experience numerous unforeseen events during, or as a result of, clinical trials that could delay or prevent our ability to receive marketing approval or subsequently to commercialize our NuLife Process, including:

If we are required to conduct additional clinical trials or other testing of our NuLife Process beyond those that we currently contemplate, if we are unable to successfully complete clinical trials of our NuLife Processes or other testing, if the results of these trials or tests are not positive or are only modestly positive or if there are safety concerns, we may:

Even if we receive regulatory approval for the NuLife Process, we will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense and subject us to restrictions, withdrawal from the market, or penalties if we fail to comply with applicable regulatory requirements or if we experience unanticipated problems with our NuLife Process, when and if approved.

Once regulatory approval has been granted, the approved Process is subject to continual review by the FDA and/or non-U.S. regulatory authorities. Any regulatory approval that we receive for our NuLife Process may be subject to limitations on the indicated uses for which the product may be marketed or contain requirements for potentially costly post-marketing follow-up studies or surveillance to monitor the safety and efficacy of the product. In addition, if the FDA and/or non-U.S. regulatory authorities approve any of our NuLife Process, we will be subject to extensive and ongoing regulatory requirements by the FDA and other regulatory authorities with regard to labeling, adverse event reporting, procedures,

advertising, promotion, recordkeeping and submission of safety and other post-market information. Facilities utilizing our Process are required to comply with cGMP regulations, which include requirements related to quality control and quality assurance as well as the corresponding maintenance of records and documentation. Accordingly, we and others with whom we work must continue to expend time, money and effort in all areas of regulatory compliance, including manufacturing, production and quality control. We will also be required to report certain adverse reactions, if any, to the FDA and to comply with requirements concerning advertising and promotion for our products. If we, any future collaboration partner or a regulatory authority discovers previously unknown problems with the Process, such as adverse events of unanticipated severity or frequency, or problems with the facility where the Process is being utilized, a regulatory authority may impose restrictions on the Process, the collaboration partner or us, including requiring discontinued use of the Process. The FDA closely regulates the transplant market. If we, our NuLife Process or the facilities utilizing our NuLife Process fail withoutto comply with regulatory requirements of the servicesFDA and/or other non-U.S. regulatory authorities, we could be subject to administrative or judicially imposed sanctions, including:

The regulatory requirements and policies may change and additional government regulations may be enacted for which we may also be required to comply. We cannot predict the likelihood, nature or extent of Mr. Clarkegovernment regulation that may arise from future legislation or administrative action, either in the United States or in other countries. If we or any future collaboration partner are not able to maintain regulatory compliance, we or such collaboration partner, as applicable, will not be permitted to market our future products and our business will suffer.

Serious adverse events or undesirable side effects or other unexpected properties of any of our NuLife Process may be identified during development or after approval that could delay, prevent or cause the withdrawal of regulatory approval, limit the commercial potential, or result in significant negative consequences following marketing approval.

Serious adverse events or undesirable side effects caused by, or other unexpected properties of, our NuLife Process could cause us, an appropriate replacement(s).IRB, or regulatory authorities to interrupt, delay or halt our clinical trials and could result in a more restrictive label, the imposition of distribution or use restrictions or the delay or denial of regulatory approval by the FDA or comparable foreign regulatory authorities. If any of our NuLife Process are associated with serious adverse events or undesirable side effects or have properties that are unexpected, we may need to abandon their development or limit development to certain uses or subpopulations in which the undesirable side effects or other characteristics are less prevalent, less severe or more acceptable from a risk-benefit perspective. Many Processes/Procedures that initially showed promise in clinical or earlier stage testing have later been found to cause undesirable or unexpected side effects that prevented further development of the Process/Procedure.

Undesirable side effects or other unexpected adverse events or properties of any of our NuLife Process could arise or become known either during clinical development or, if approved, after the approved Process has been marketed. If such an event occurs during development, our trials could be suspended or terminated and the FDA or comparable foreign regulatory authorities could order us to cease further development of, or deny approval of, our NuLife Process. If such an event occurs after the NuLife Process is approved, a number of potentially significant negative consequences may result, including:

Any of these events could prevent us from achieving or maintaining market acceptance of the affected NuLife Process, if approved, or could substantially increase commercialization costs and expenses, which could delay or prevent us from generating revenue from the sale of our Process and harm our business and results of operations.

The success of most of our NuLife Process will depend in large part on our ability to:

We intend to acquire key-man life insurance oncontinue to seek appropriate patent protection for certain aspects of our NuLife Process, as well as other proprietary technologies and their uses by filing patent applications in the life of Mr. Clarke naming usUnited States and other selected global territories. We intend for these patent applications to cover, where possible, claims for specific medical uses, as the beneficiary when and if we obtain the resources to do so and if he is insurable. well as other related applications.

We have been assigned core patents that are the basis for the NuLife Process. While we believe that these patents will allow for the Company to utilize these in the marketplace, we have not yet procured such insurance, and there is no guaranteeconducted extensive research on whether any other entities have patents that we will be ablecould impact our freedom to obtain such insuranceoperate. We plan to conduct this work in the future. Accordingly, it is important that weTo the best our knowledge, these patents are ableunique and allow us to attract, motivatemove forward with the development of the Process.

We will rely heavily on third parties to execute our research and retain highly qualifieddevelopment programs, both pre-clinical and talented personnel and independent contractors.clinical.

Mr. Clarke’s current employment doesWe will rely heavily on our third party partners and vendors for our research and development programs. The terms of these relationships are under discussion. We expect to come to jointly agreeable terms in a timeframe that will enable us to meet our goals. While we foresee the need to add some key staffing, we anticipate utilizing third parties for much of this critical work.

Depending on third parties to conduct this work has risks that could result in delays or impact our ability to be successful, including the following:

We expect to rely on third parties, such as contract research organizations, or CROs, to conduct some or all of our preclinical and clinical trials. If these third parties do not limitsuccessfully carry out their contractual duties or restrict him from being involvedmeet expected deadlines, we may be unable to obtain regulatory approval for or commercialize our NuLife Process.

We expect to rely on medical institutions, clinical investigators, contract laboratories and other third parties, such as CROs, to conduct our preclinical and clinical studies on our NuLife Process in compliance with applicable regulatory requirements. These third parties will not be our Company,employees and, his employment allows himexcept for restrictions imposed by our contracts with such third parties, we will have limited ability to control the flexibility to provide at least 20 hours per weekamount or timing of resources that they devote to our Company.programs. Although we expect to rely on these third parties to conduct our preclinical studies and clinical trials, we will remain responsible for ensuring that each of our preclinical studies and clinical trials is conducted in accordance with its investigational plan and protocol and the applicable legal, regulatory, and scientific standards, and our reliance on these third parties will not relieve us of our regulatory responsibilities. The FDA and regulatory authorities in other jurisdictions require

us to comply with regulations and standards, commonly referred to as current good clinical practices, or cGCPs, for conducting, monitoring, recording and reporting the results of clinical trials, in order to ensure that the data and results are scientifically credible and accurate and that the trial subjects are adequately informed of the potential risks of participating in clinical trials. If we or any of our third party contractors fail to comply with applicable cGCPs, the clinical data generated in our clinical trials may be deemed unreliable and the FDA or comparable foreign regulatory authorities may require us to perform additional clinical trials before approving our marketing applications. In addition, we are required to report certain financial interests of our third party investigators if these relationships exceed certain financial thresholds and meet other criteria. The FDA or comparable foreign regulatory authorities may question the integrity of the data from those clinical trials conducted by principal investigators who previously served or currently serve as scientific advisors or consultants to us from time to time and receive cash compensation in connection with such services. Our clinical trials must also generally be conducted under current good manufacturing practice, or cGMP, regulations. Our failure to comply with these regulations may require us to repeat clinical trials, which would delay the regulatory approval process.

3. We could be subject to costly product liability claims related to our clinical trials and NuLife Process.

Because we plan to conduct clinical trials with human subjects, we face the risk that the use of our NuLife Process may result in adverse side effects to our patients in our clinical trials. We face even greater risks upon any commercialization of our NuLife Process. An individual may bring a liability claim against us alleging that our NuLife Process causes, or is claimed to have caused, an injury or is found to be unsuitable for consumer use. Any product liability claim brought against us, with or without merit, could result in:

We are subject to uncertainty relating to coverage and reimbursement policies which, if not favorable to our NuLife Process, could hinder or prevent our commercial success.

Our ability to commercialize our NuLife Process, if approved, successfully will depend in part on the extent to which governmental authorities, private health insurers and other third-party payors establish appropriate coverage and reimbursement levels for our NuLife Process. As a threshold for coverage and reimbursement, third-party payors generally require that Processes/Procedures such as ours have been approved for marketing by the FDA. A primary trend in the U.S. healthcare industry is cost containment. Third-party payors have attempted to control costs by limiting coverage and the amount of reimbursement for particular procedures. Increasingly, third-party payors are requiring that companies provide them with predetermined discounts from list prices and are challenging the prices charged for medical products or procedures. We cannot assure you that coverage and reimbursement will be available for our Process that we commercialize and, if coverage is available, what the level of reimbursement will be. Coverage and reimbursement may impact the demand for, or the price of, our Process. If coverage and reimbursement are not available or are available only to limited levels, we may not be able to successfully commercialize the NuLife Process.

Because we have only recently commenced business operations, we face a high risk of business failure.

We were formed in October 2013. All of our efforts to date have related to developing our business plan and beginning business activities. Through September 30, 2014,2016, we had no operating revenues. We face a high risk of business failure. The likelihood of theour success of the Company must be considered in light of the expenses, complications and delays frequently encountered in connection with the establishment and expansion of new businesses and the competitive environment in which the Companywe will operate. There can be no assurance that future revenues from sales of the Company’sour products and services will occur or be significant enough or that we will be able to sell itsour proposed products and proposed services at a profit, if at all. Future revenues and/or profits, if any, will depend on many various factors, including, but not limited to both initial and continued market acceptance of the Company’sCompany's products and services and the successful implementation of its planned growth strategy.

The Company hasWe have acquired and commenced internally developing our website products.procedures and medical techniques focused on advancing human organ transplant technology. We may not be able to acquire or internally develop additional products or services in the future because of a lack of available funds or financing to do so. In order for us to develop or acquire additional products or services, we maywill need to secure the necessary financing. In the early stages of our operations,Until we raise additional funds, we will continue to keep costs to a minimum. The cost to develop our business plan as currently outlined maypertaining to the development of our organ transplant technology will likely be in excess of $100,000. We will need additional funds to market the product.$400,000. If we are unable to obtain adequate funding or financing, the Company faceswe face the ultimate likelihood of business failure. There are no assurances that we will be able to raise any funds or establish any financing program for the Company’sour growth.

4. We may not have or ever have the resources or ability to implement and manage growth strategy.

Although the Company expectswe expect to experience growth based on being able to implement itsour business plan, actual operations may never occur because theour business plan may never be implemented because ofdue to lack of funds to do so.funds. If the Company’sour business plan and growth strategy are implemented, of which no assurances can be given, a significant strain on the Company’sour management, operating systems and/or financial resources will be imposed. Failure by the Company’sour management to manage this growth, if it occurs, or unexpected difficulties encountered during growth, could have a material adverse impact on the Company’sour results of operations or financial condition.

The Company’sOur ability to operate profitable product lines or service offerings (if we are able to establish any product, or product lines or service offerings at all) will depend upon a number of factors, including (i) identifying distribution channels, (ii) generating sufficient funds from our then existing operations or obtaining third-party financing or additional capital to develop new product lines, (iii) the Company’sour management team and itsour financial and accounting controls and (iv) staffing, training and retaining of skilled personnel, if any at all. Certain of these factors will be beyond the Company’sour control and may be adversely affected by the economy or actions taken by competing companies. Moreover, potential products and/or services that may meet the Company’s productour product/service focus and other criteria for developing new products or services, if we are able to develop or acquire at all, are believed to be limited. There can be no assurance that the Companywe will be able to execute and manage a growth strategy effectively or at all.

5. We may not be successful in hiring technicalqualified personnel because of the competitive market for qualified technical people.personnel.

The Company'sOur future success depends largely on itsour ability to attract, hire, train and retain highly qualified technical personnel to provide the Company'sour proposed services. Competition for such personnel is intense. There can be no assurance that the Companywe will be successful in attracting and retaining the technical personnel it requires to conduct and expand its operations successfully and to differentiate itself from its competition. The Company'sOur results of operations and growth prospects could be materially adversely affected if the Companywe were unable to attract, hire, train and retain such qualified technical personnel.

6. Our reliance on referrals from outside contacts to develop business may not be effective.

The Company initially will rely on our president and chief executive officer, Mr. Clarke, for a majority of its leads and believes that independent outside sales reps will also be an important source of sales referrals in the foreseeable future. However, as is typical within the industry, there are no contractual requirements that an outside sales person use or recommend the Company's professional services in connection with product sales. We currently have no contracts or agreements in place with any outside sales professional. No assurances can be given that using independent outside sales reps will result in any meaningful numbers of sales leads or referrals.

7. We will face competition from companies with significantly greater resources and name recognition.

The markets in which the Companywe will operate are characterized by intense competition from several types of solution and technicalhealthcare service providers. The Company expectsWe expect to face further competition from new market entrants and possible alliances among competitors in the future as the convergence of information processingtechnology changes and telecommunications continues.advances. Many of the Company'sour current and potential competitors have significantly greater financial, technical, marketing and other resources than the Company.us. As a result, they may be better able to respond or adapt to new or emerging technologies and changes in client requirements or to devote greater resources to the development, marketing and sales of their services than the Company.us. There can be no assurance that the Companywe will be able to compete successfully. The Company expects to encounter intense competition in the Internet/software industry. The Company will also compete for revenues with other Internet software providers. In addition, the Company will be faced with numerous competitors, both strategic and financial, in attempting to obtain competitive products. Many actual and potential competitors we believe are part of much larger companies with substantially greater financial, marketing and other resources than the Company, and there can be no assurance that the Company will be able to compete effectively against any of its future competitors.

8. There are significant potential conflicts of interest.

Our personnel, will be required topresently Messrs. Luke and Clarke commit substantial time to our affairs and, accordingly, these individual(s) (particularly our president and chief executive officer)individuals may have conflicts of interest in allocating management time among various business activities. In the course of other business activities, certainthese key personnel (particularly our president and chief executive officer) may become aware of business opportunities which may be appropriate for presentation to us, as well as other entities with which they are affiliated. As such, there may be conflicts of interest in determining to which entity a particular business opportunity should be presented.

We cannot provide assurances that our efforts to eliminate theany potential impact of conflicts of interest will be effective.

9. Following the effective date of our Registration Statement, of which this prospectus is a part, we will beWe are subject to the periodic reporting requirements of Section 15(d) of the Exchange Act that will require us to incur audit, feeslegal and legalfiling fees in connection with the preparation of such reports. These additional costs could reduce or eliminateadversely impact our ability to earn a profit.

Following the effective date of our registration statement of which this prospectus is a part, weWe will be required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major affecteffect on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. We may be exposed to potential risks resulting from any new requirements under Section 404 of the Sarbanes-Oxley Act of 2002. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.

10. Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Our internal controls may bebecome inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

11. The costs of being a public company could result in us being unable to continue as a going concern.

As a public company, we will have to comply with numerous financial reporting and legal requirements, including those pertaining to audits, quarterly reporting and internal controls. The costs of this compliance could be significant. If our revenues are insufficient, and/or we cannot satisfy many of these costs through the issuance of our shares, we may be unable to satisfy these costs through the normal course of business which would result in our being unable to continueperform as a going concern.

12. Having only one director limits our ability to establish effective independent corporate governance procedures and increases the control of our presidentPresident, Chief Financial Officer and chief executive officer.sole director.

We have only one director, who also serves as our president and chief executive officer.Chief Financial Officer. Accordingly, we cannot establish board committees comprised of independent members to oversee functions like compensation or audit issues. In addition, currently a vote of board members is decided in favor of the chairman (who is our president, and chief executive officer), which gives him complete control over all corporate issues.

Until we have a larger board of directors that would include some independent members and at least one financial expert, if ever, there will be limited oversight of our president and chief executive officer’s decisions and a activities of our President and Chief Financial Officer and sole director, as well as little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.

Risks Related to Our Common Stock

13. Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares of our common stock.

We have no committed source of financing. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized (200,000,000) shares.475,000,000 shares of common stock, or 25,000,000 shares of preferred stock. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our commoncapital stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders, further dilute common stock book value per share of our capital stock, and that dilution may be material.

14. The interests of shareholders may be hurt because we can issue shares of our common stock to individuals or entities that support existing management with such issuances serving to enhance existing management’smanagement's ability to maintain control of our company.

Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued common shares.capital stock of the Company. Such issuances may be issued to parties or entities committed to supporting existing management and the interests of existing management which may not be the same as the interests of other shareholders. OurThe board of directors' ability to issue shares without shareholder approval serves to enhance existing management’smanagement's ability to maintain control of our company.

15. Our articles of incorporation provide for indemnification of officers and directors at our expense and limit their liability that may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.

OurArticle X of our Articles of Incorporation at Article X provideprovides for indemnification as follows: "No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer: (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law; or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of an Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification."

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, eitherof which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.

16. Currently, there is no established public market for our securities, and there can be no assurances that any established public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price fluctuations.

Prior to the date of this prospectus, there has not been any established trading market for our common stock, and there is currently no established public market whatsoever for our securities. We have not found a market maker. There can be no assurance that we will find a market maker willing to file an application with FINRA on our behalf and if we do that the market maker’s application will be accepted by FINRA nor can we estimate as to the time period that the application will require. We are not permitted to file such application on our own behalf. If the application is accepted, there can be no assurances as to whether

If we become able to have our shares of common stock quoted on the OTCBB, we will then try, through a broker-dealer and its clearing firm, to become eligible with the Depository Trust Company ("DTC") to permit our shares to trade electronically. If an issuer is not “DTC-eligible,” then its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTC Markets), means that shares of a company will nofferot be traded (technically the shares can be traded manually between accounts, but this takes days and is not a realistic option for companies relying on broker dealers for stock transactions - like all companies on the OTC Markets. What this boils down to is that while DTC-eligibility is not a requirement to trade on the OTC Markets, it is a necessity to process trades on the OTC Markets if a company’s stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it will take.

In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of the Company and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.

Because of the anticipated low price of the securities being registered, many brokerage firms may not be willing to effect transactions in these securities. Purchasers of our securities should be aware that any market that develops in our stock will be subject to the penny stock restrictions.

17. If we were designated a shell yourour ability to resell your shares would be limited.

AllSome of the presently outstanding shares of our common stock are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. The SEC has adopted final rules amendingPursuant to Rule 144, which have become effective on February 15, 2008. Pursuant to the new Rule 144, one year must elapse from the timeif we were designated a “shell company,”"shell company" as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, ceasesone year would be required to elapse from the time, we ceased to be a “shell company”"shell company" and filesfiled a Form 8-K addressing Item 5.06 with such information as may be required in a Form 10

Registration Statement with the SEC, before aour restricted shareholder canshareholders could resell their holdings in reliance on Rule 144. The Form 10 information or disclosure is equivalent to the information that a company would be required to file if it were registering a class of securities on Form 10 under the Exchange Act. Under amended Rule 144, restricted or unrestricted securities that were initially issued by a reporting or non-reporting shell company, or a company that was at any time previously a reporting or non-reporting shell company, can only be resold in reliance on Rule 144 if the following conditions are met:

1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company;

2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and

4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

At the present time, we are not classified as a “shell company”"shell company" under Rule 405 of the Securities Act Rule 12b-2 of the Exchange Act. ToHowever, in the extent the Company isevent we were to be so designated, a shell you would be unable to sell your shares under Rule 144.

18. Any market that develops in shares of our common stock will be subject to the penny stock regulations and restrictions pertaining to low priced stocks that will create a lack of liquidity and make trading difficult or impossible.

The trading of our securities, if any, will be in the over-the-counter market which is commonly referred to as the OTCBB as maintained by FINRA.OTCQB/OTCBB. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of our securities.

Rule 3a51-1 of the Exchange Act establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions which are not available to us. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.

For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:

Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares, in all probability, will be subject to such penny stock rules for the foreseeable future and our shareholders will, in all likelihood, find it difficult to sell their securities.

19. The market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock.

Company management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:

20. Any trading market that may develop may be restricted by virtue of state securities “Blue Sky” laws that prohibit trading absent compliance with individual state laws. These restrictions may make it difficult or impossible to sell shares in those states.

There is currently no established public market for our common stock, and there can be no assurance that any established public market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. We currently do not intend to and may not be able to qualify securities for resale in at least 17 states which do not offer manual exemptions (or may offer manual exemptions but may not to offer one to us if we are considered to be a shell company at the time of application) and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one. See also “Plan of Distribution-State Securities-Blue Sky Laws.”

21. Our board of directors (consisting of one person,individual, our presidentChief Financial Officer and chief executive officer)Secretary has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to affect adversely stockholder voting power and perpetuate their control over us.

Our articles of incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.

22. The abilityconcentrated beneficial ownership of our founder, president,common stock and chief executive officerthe ability it affords to control our business may limit or eliminate minority shareholders’shareholders' ability to influence corporate affairs.

Mr. Cahill, and our president, and chief executive officer, Mr. Clarke beneficially own an aggregateBecause of 76.5%this concentrated stock ownership, the Company's largest stockholder, who is one of our outstanding common stock assuming the sale of all shares being registered. Because of their beneficial stock ownership, our founder and president, and chief executive officertwo directors, will be in a position to continue to elect our board of directors, decide all matters requiring stockholder approval and determine our policies. The interests of our founder and president, and chief executive officerthis stockholder may differ from the interests of other shareholders with respect to the issuance of shares, business transactions with or sales to other companies, selection of officers and directors and other business decisions. The minority shareholders would have no way of overriding decisions made by our president and chief executive officer.principal stockholder. This level of control may also have an adverse impact on the market value of our shares because our president and chief executive officerprincipal stockholder may institute or undertake transactions, policies or programs that may result in losses, may not take any steps to increase our visibility in the financial community and/and/or may sell sufficient numbers of shares to significantly decrease our price per share.

23. All of our presently issued and outstanding common shares are restricted under Rule 144 of the Securities Act, as amended. When the restriction on any or all of these shares is lifted, and the shares are sold in the open market, the price of our common stock could be adversely affected.

All of the presently outstanding shares of common stock (9,550,000 shares) are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Rule 144 provides in essence that a person who is not an affiliate and has held restricted securities for a prescribed period of at least six (6) months if purchased from a reporting issuer or twelve (12) months (as is the case herein) if purchased from a non-reporting Company, may, under certain conditions, sell all or any of his shares without volume limitation, in brokerage transactions. Affiliates, however, may not sell shares in excess of 1% of the Company’s outstanding common stock every three months. As a result of revisions to Rule 144 which became effective on February 15, 2008, there is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for the aforementioned prescribed period of time. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.

24. We do not expect to pay cash dividends in the foreseeable future.

We have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.

25. Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection against interested director transactions, conflicts of interest and similar matters.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.

BecauseSince none of our directors (currently one person)two people) are independent directors or financial experts, we do not currently have independent audit or compensation committees. As a result, these directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costlycostlier or deter qualified individuals from accepting these roles.

26. You may have limited access to information regarding our business because our obligations to file periodic reports with the SEC could be automatically suspended under certain circumstances.

We will becomeare subject to certain informational requirements of the Exchange Act, as amended and we will be required to file periodic reports (i.e., annual, quarterly and material events) with the SEC which will be immediately available to the public for inspection and copying. In the event during the year that our registration statement becomes effective, theseThese reporting obligations may be automatically suspended under Section 15(d) of the Exchange Act if we have less than 300 shareholders and do not file a registration statement on Form 8-A (of which we have no current plans to file). If this occurs after the year in which our registration statement becomesbecame effective (i.e., 2014), we will no longer be obligated to file such periodic reports with the SEC and access to our business information would then be even more restricted. After this registration statement on Form S-1 becomes effective, weWe may be required to deliver periodic reports to security holders as proscribed by the Exchange Act, as amended. However, we will not be required to furnish proxy statements to security holders and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act until we have both 500 or more security holders and greater than $10 million in assets. This means that access to information regarding our business and operations will be limited.

27. We are an emerging growth company within the meaning of the Securities Act, and as a consequence of taking advantage of certain exemptions from reporting requirements that are available to emerging growth companie,;companies, our financial statements may not be comparable to companies that comply with public company effective dates.

We are an emerging growth company as defined in Section 2(a)(19) of the Securities Act of 1933, as amended (the “Securities Act”"Securities Act"). Pursuant to Section 107 of the Jumpstart Our Business Startups Act, we may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, meaning that we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have chosen to take advantage of the extended transition period for complying with new or

revised accounting standards applicable to public companies to delay adoption of such standards until such standards are made applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

For all of the foregoing reasons and others set forth herein, an investment in our securities in any market that may develop in the future involves a high degree of risk.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

The Company utilizes rented offices at 204 S La Esparanza,Our office address is 1031 Calle Recodo, Suite B, San Clemente, CA 92672.California 92673. The space is provided to us by Mr. Clarke, the Company’s Chief Financial Officer and sole director. Mr. Clarke currently incurs no incremental costs as a result of our using the space; therefore, he does not charge us for its use. There is no written lease agreement. We intend to move into new office space in the Newport Beach, California area in January 2017, and rent space for our new subsidiary, NuLife BioMed Inc., in Florida to begin Phase 2 of the Animal Trials.

ITEM 3. LEGAL PROCEEDINGS

WeThe Company owes on promissory notes that have an aggregate principal amount of $74,500 and are simple promissory notes with 10% annual interest to Mr. Brian Loiselle. The notes are in default, but there is not a default interest provided in the notes. Therefore, the notes continue to accrue interest at 10% per annum until paid or collected. Mr. Loiselle is demanding 18% per month interest for the past four months to the present. The Company has disputed this interest that is not detailed on the notes. Furthermore, Mr. Loiselle is claiming unpaid compensation of $10,000 per month for services without an agreement with the Company. These charges are also being disputed by the Company. These disputes represent a material risk, and may be litigated in the future.

Other than the aforementioned, the Company currently has no outstanding,other litigation pending, threatened or contemplated, or unsatisfied judgments.

From time to time, we are also a party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with contractors and suppliers. While the outcome of these legal proceedings cannot at this time be predicted with certainty, we do not expect that these proceedings will have a material legal proceedings.effect upon our financial condition or results of operations.

ITEM 4. MINE SAFETY DISCLOSURES

ITEM 4. (REMOVED AND RESERVED)Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a) Market Information.Information

The Company’sCompany's common stock is currently quoted on the OTC Markets and OTC Bulletin BoardOTCQB Market under the symbol “SMFI”"NULF".

The following table sets forth the high and low per share sales prices for our common stock for each of the quarters as reported by the OTC Markets.

Fiscal Year Ended September 30, 2016

Fiscal Year Ended September 30, 2015

The closing price of our common stock as reported on the OTC Markets on December 8, 2014,September 30, 2016, was $1.50.$.11.

TheDescription of Securities

As of September 20, 2016 the Company iswas authorized by its CertificateArticles of Incorporation to issue an aggregate of 205,000,000 shares of capital stock, of which 200,000,000 are shares of common stock, par value $0.001 per share (the "Common Stock") and 5,000,000 are shares of preferred stock, par value $0.001 per share (the “Preferred Stock”"Preferred Stock"). As of December 8, 2014, 10,128,600September 30, 2016, there were 31,085,800 shares of Common Stock issued and outstanding, and none of the shares of Preferred Stock were issued.

The Company is authorized by its Articles of Incorporation to issue an aggregate of 500,000,000 shares of capital stock, of which 475,000,000 are shares of common stock, par value $0.001 per share (the "Common Stock") and 25,000,000 are shares of preferred stock, par value $0.001 per share (the "Preferred Stock"). As of September 30, 2016, there were 31,085,800 shares of Common Stock issued and outstanding.

Concurrent with the Company’s increase of its authorized common and preferred stock on November 1, 2016, the Company requested and received from, the Financial Industry Regulatory Authority, approval for a name change from Smoofi, Inc. to NuLife Sciences, Inc., and a symbol change from “SMFI” to “NULF”.

Preferred Stock

Our certificateArticles of incorporationIncorporation authorizes the issuance of 5,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by our board of directors. NoAs of September 30, 2016 the Company had no shares of preferred stock have beenissued and outstanding. Our Amended and Restated Articles of Incorporation filed November 1, 2016, authorizes the issuance of 5,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by our board of directors. Subsequent to the fiscal year end, the Company has designated as Series A and B Preferred Stock, 2,000,000 and 10,000,000 shares respectively. Currently no shares of Series A Preferred Stock are issued or wereand outstanding, asand all 10,000,000 shares of December 8, 2014. Accordingly, ourSeries B Preferred Stock are issued and outstanding. Our board of directors is empowered, without stockholder approval, to issue up to 5,000,00025,000,000 shares of additional preferred stock with voting, liquidation, conversion, or other rights that could adversely affect the rights of the holders of the common stock. Although we have no present intention to issue any additional shares of preferred stock, there can be no assurance that we will not do so in the future.

AmongAccording to the our Amended and Restated Articles of Incorporation filed November 1, 2016, among other rights, our board of directors may determine, without further vote or action by our stockholders:

We presently do not have plans to issue any additional shares of preferred stock. However, preferred stock could be used to dilute a potential hostile acquirer. Accordingly, any future issuance of preferred stock or any rights to purchase preferred shares may have the effect of making it more difficult for a third party to acquire control of us. This may delay, defer or prevent a change of control in our Company or an unsolicited acquisition proposal. The issuance of preferred stock also could decrease the amount of earnings attributable to, and assets available for distribution to, the holders of our common stock and could adversely affect the rights and powers, including voting rights, of the holders of our common stock.

Common Stock

Our certificateArticles of incorporationIncorporation authorizes the issuance of 200,000,000475,000,000 shares of common stock. There are 10,128,600As of September 30, 2016, there were 31,085,800 shares of our common stock issued and outstanding at December 8, 2014.outstanding. The holders of our common stock:

See also Plan of Distribution regarding negative implications of being classified as a “Penny"Penny Stock.”"

Authorized but Un-issued Capital Stock

Nevada law does not require stockholder approval for any issuance of authorized shares. These additional shares may be used for a variety of corporate purposes, including future public offerings to raise additional capital or to facilitate corporate acquisitions.

One of the effects of the existence of un-issued and unreserved common stock (and/or preferred stock) may be to enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our board by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive the stockholders of opportunities to sell their shares of our common stock at prices higher than prevailing market prices.

The description of certain matters relating to the securities of the Company is a summary and is qualified in its entirety by the provisions of the Company's CertificateArticles of Incorporation and By-Laws.

In order to qualify for listing on the Nasdaq SmallCap Market, a company must have at least (i) net tangible assets of $4,000,000 or market capitalization of $50,000,000 or net income for two of the last three years of $750,000; (ii) public float of 1,000,000 shares with a market value of $5,000,000; (iii) a bid price of $4.00; (iv) three market makers; (v) 300 shareholders and (vi) an operating history of one year or, if less than one year, $50,000,000 in market capitalization. For continued listing on the Nasdaq SmallCap Market, a company must have at least (i) net tangible assets of $2,000,000 or market capitalization of $35,000,000 or net income for two of the last three years of $500,000; (ii) a public float of 500,000 shares with a market value of $1,000,000; (iii) a bid price of $1.00; (iv) two market makers; and (v) 300 shareholders.

If, after a business combination, we do not meet the qualifications for listing on the Nasdaq SmallCap Market. On April 7, 2000, the Securities and Exchange Commission issued a clarification with regard to the reporting status under the Securities Exchange Act of 1934 of a non-reporting company after it acquired a reporting “blank check” company. This letter clarified the Commission’s position that such Company would not be a successor issuer to the reporting obligation of the “blank check” company by virtue of Exchange Act Rule 12g-3(a).

We intend that any merger we undertake would not be deemed a “back door” registration since we would remain the reporting company and the Company that we merge with would not become a successor issuer to our reporting obligations by virtue of Commission Rule 12g-3(a).

(b) Holders

As of December 8, 2014,September 30, 2016, there were approximately 3840 holders of record of our common stock.

(c) Dividends.Dividends

The RegistrantCompany has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Registrant'sits business.

(d) Securities Authorized for Issuance under Equity Compensation Plans.

None.  Also on October 31, 2016, the Company adopted a 2016 Non-Qualified Incentive Stock Compensation Plan (the “Compensation Plan”), and reserved 7,000,000 shares for issuance from the Compensation Plan. As of the date of this report no shares have been issued from the Compensation Plan. To date none of the shares reserved under the Compensation Plan have been issued.

Recent Sale of Unregistered Securities

In October 2013, following the Company's incorporation on October 15, 2013, the Company issued 7,250,0007,250,00 shares of our common, now 21,750,000 shares following the 3:1 forward stock split, stock to Derek Cahill, as consideration for the purchase of a business plan along with a website. The acquisition of the business plan and website was valued at $72,500.

InOn October 29, 2013, the Company completed a private placement wherewhereby it issued 1,800,0005,400,000 shares of its common stock to accredited investors for $18,000.

In April 2014, we completed a public offering whereby we sold 578,600 shares of our common stock at $0.125$0.003 per share for total gross proceeds of $18,000.

On April 16, 2014, the Company completed a public offering whereby it issued 1,735,800 shares of common stock at $0.042 per share for total gross proceeds of $72,325. The Company's Registration Statement on Form S-1 was declared effective March 6, 2014.

On August 7, 2015, the Company granted 100,000 shares of restricted common stock to its chief operating officer. On the date of the grant, the shares were valued at $.61 per share which was the unadjusted closing share price on that date for a fair value of $61,000. The shares vest over a six-month period, with the vested shares recorded on the accompanying balance sheet under equity - shares to be issued. The subject 100,000 shares of common stock will be issued in a subsequent period.

The Company amended and restated that certain outstanding promissory note of the Company, dated July 3, 2015, and in the principal amount of $50,025 (the "Default Note"). The replacement convertible promissory note (the “Exchange Note”) matures on December 31, 2017 (the “Maturity Date”), and bears interest at the rate of 8% per annum, and the principal and interest due thereunder may be prepaid at any time. The Exchange Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at $0.11, which amount represents the average trailing average high closing Ask price of the Company’s common stock as of the date of issuance of the Exchange Note.

On September 2, 2016, the Company entered into those certain Note Purchase Agreements (collectively, the “Purchase Agreements”) in connection with the issuance of certain convertible promissory notes (collectively, the “Purchase Notes”) in the aggregate principal amount of $50,000. All of the Purchase Notes mature thirty-six months from the date of issuance (the “Maturity Date”), and bear interest at the rate of 10% per annum. Each of the Purchase Notes may be prepaid until the Maturity Date at 110% of the principal and interest amount outstanding. The Purchase Notes, together with all interest as accrued, are each convertible into shares of the Company’s common stock at 50% of the trailing average highest closing bid price of the Company’s common stock on the date of conversion. The Purchase Agreements and the Purchase Notes contain representations, warranties, conditions, restrictions, and covenants of the Company that are customary in such transactions with smaller companies.

Also on September 2, 2016, the Company amended and restated the Default Note. The Exchange Note matures on December 31, 2017, and bears interest at the rate of 8% per annum, and the principal and interest due thereunder may be prepaid at any time. The Exchange Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at $0.11, which amount represents the average trailing average high closing Ask price of the Company’s common stock as of the date of issuance of the Exchange Note.

The Purchase Notes may be accelerated by the holders thereof in the event of default. In addition, the amounts due and payable under the Purchase Notes (and, consequently, the number of shares of common stock convertible thereunto) may be increased to 150% of the principal and interest amounts of the Purchase Notes. The Purchase Notes are a direct financial obligation of the Company and are considered a current liability of the Company for accounting purposes.

We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above private placement issuances. We believed that Section 4(2) was available because:

In connection with the above transactions, we provided the following to all investors:

The Company’sCompany's Board of Directors has the power to issue any or all of the authorized but unissued Common Stock without stockholder approval. The CompanyWe currently hashave no commitments to issue any shares of common stock.stock not disclosed elsewhere in this Report on Form 10-K.

ITEM 6. SELECTED FINANCIAL DATA

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

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of the Company and its subsidiaries for the fiscal years ended September 30, 20142016 and 2013.2015. The discussion and analysis that follows should be read together with the section entitled “Forward"Forward Looking Statements”Statements" and our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this annual reportAnnual Report on Form 10-K.

Except for historical information, the matters discussed in this section are forward looking statements that involve risks and uncertainties and are based upon judgments concerning various factors that are beyond the Company’sCompany's control. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report.

Company Overview

SmooFi plansAs a result of the Company not receiving the working capital promised by certain third parties, development of the two business segments described below has been slow, and generated less than expected revenue since its inception on October 15, 2013. However, in August 2016 we elected to bemodify our business plan to eliminate the cannabis activities as part of the plan in favor of pursuing or online marketing business and the acquisition and development of the patents and other rights owned by GandTex LLC. As part of this new direction into the medical and healthcare industry, subsequent to the date of this report – See Subsequent Events – we acquired the GandTex License and Patent rights related to a proprietary technique for organ transplants, as discussed below.

Online marketplace and community

The Company's initially-defined business strategy is to acquire and/or develop and market software and services that will significantly enhance the performance and functionality of the Internet services used by individuals and by small to medium sized businesses. The Company's products and services, essentially an online marketplace for servicesand community, will use proprietary technology that includeswill enable users, both service requestors and service providers.providers, to work collaboratively to obtain substantial improvements in performance, reliability and usability. Service requestors (people or companies requesting a service) name their own price, date and time for any service. A service requestor can also select qualifying criteria such as number of reviews or review rankings of a service provider. The first service provider who can provide that service, on that date, at that time and meets the service ranking requirements will get the project. No bidding, no waiting a week for an auction to close, no shifting through bidders.project

SmooFi plansThe Company's online marketplace and online community was designed to match up daily job or service requests and fillsfill market demand for service requests throughout theira particular local city. SmooFi combines an online marketplacecommunity, county or city and online community that connectswill connect local resources with local need. Theneeds. A goal is to create jobs and provide a market value for basic services by aggregating these low cost services within each local market. This will maximize value for botheither the person or company requesting the service and for the person or company providing the service. In other words, service providers will get the best possible price for their service and the party requesting the service will pay the lowest possible price. Since the acquisition of the organ transplant technology, we have narrowed the focus of our platform to the healthcare industry and intend to include a section in our platform dedicated to providing educational information as to the various options available to those in need of transplants.

Operations, Consulting and Advisory Services in the Organ Transplant segment of the Healthcare Industry

With the acquisition of the GandTex technology the Company intends to move into the Healthcare industry. We intend to modify our online marketplace and community to focus on healthcare professionals and those in need of individual at-home and post-operative care, together with Hospitals and physicians who need part time or additional personnel due to expansion. With this as one form of entry into the Healthcare space we will ultimately transform the company into a biomedical company, initially focused on advancing human organ transplant and tissue repair technology, and medical research which could potentially eliminate the need for organ or tissue match and anti-rejection drugs.

The GandTex technology was developed through 15 years of committed research. The result has been multiple breakthroughs in hematopoietic research and transplant techniques. The goal of the research was to address the issues of organ compatibility and the need for anti-rejection drugs in the donor.

The procedure itself, in its simplified format, follows six (6) steps: First the organ is removed, or the donor organ is examined. Then the Organ is put through a decellularization processes to isolate the extracellular matrix (ECM) of a tissue from its inhabiting cells, leaving an ECM scaffold of the original tissue. Specific cells are then harvested from bone marrow of the intended recipient. Following the bone marrow harvest the Particular hematopoietic cells are used in the process as well as a novel procedure involving temperature and pressure factors (under vacuum). As a result of the vacuum process, specific cells are released from platelets without complete platelet degranulation. The negative pressure created by the vacuum pulls the growth factors out of the platelets and into the plasma. Once processed, the cells are reintroduced into the recipient influencing further growth of an example,already implanted and recellularized organ which is an exact tissue match with a service requestor mayhigh probability of not being rejected without anti-rejection drugs.

Beginning over 3 years ago Pilot Studies were conducted: initially the 1^st surgery was conducted in Ecuador, with 3 additional animal surgeries, one in the United States. Each study involved 2-3 animals per surgery, and all but one – unknown to the study group and the surgeons involved - had a virus prior to the transplant surgery, and did not pass the post-operative examination.

In the U.S. ~31,000 organ transplants occur every year but there are ~123,000 people on the candidate waiting list for a transplant.22 people die each day in America waiting for transplants that can’t take place a listing on SmooFibecause of the shortage of donated organs, due to walk their dog at 7pm on Saturday October 14^th AND service provider must have at least 10 reviews (jobs) completed by SmooFi. Thefailed tissue matches. Additionally, the average costs of the immunosuppressive drugs is approximately $17,000 per year (Medicare only covers the first service provider who has 10 reviews that accepts this service to walkthree years): and these drugs can also cause increased infection and cancer rates - ultimately destroying the dog winstransplanted organ and other organs. Further, even with the job. Ifimmunosuppression medication, an individual recipient of an organ with the service provider doesn’t show for the service, their service reviewcorrect tissue match can still suffer rejection.

Kidney transplants will be lowered, if they do a good job, they will get a higher service review by the service requestor.Company’s initial target market as most common transplants – about 18,000 in 2015 – are Kidney transplants; most Kidney transplants patients spend years on dialysis while waiting; many Kidney transplants never receive the actual transplant due to the failure in finding the proper tissue match; and , all current Kidney transplants t patients require anti-rejection drugs.

SmooFi can be used for hundreds of types of services including: