UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

For the year ended September 30, 20162017

or

NULIFE SCIENCES, INC.

Commission file number: 333-193220

Registrant'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 ☐☒

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 ☐Yes☐ 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 ☐

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 ☐

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'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 accelerated filer," "accelerated filer" and "smaller reporting 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 ☐☒

As of DecemberMarch 31, 20162017 (last business day of the registrant'sregistrants 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 $6,440,768.$5,301,480..

As of January 13, 2016,February 15, 2018, there were 31,085,80040,504,391 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 annual report that are not historical facts. These "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" 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 annual report carefully, especially the risks discussed under "Risk Factors." Although management believes that the assumptions underlying the forward lookingforward-looking statements included in this annual report are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward lookingforward-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 annual 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

NuLife Sciences, Inc. ("NuLife," the "Company," "we," or "us.") was incorporated under the laws of the State of Nevada on October 15, 2013, at which time we acquired a business plan for an online marketplace and community and website from Mr. Derek Cahill. Following our formation, we issued 7,250,00 shares of our common, now 21,750,000 shares following the 3:1 forward stock split (the “Forward Split”), to our founder, Derek Cahill, as consideration for the purchase of a business plan along with a website.developed website, www.anytimeJobs.com (the “Website”). The acquisition of the business plan and website was valued at $72,500. The cost incurred by Mr. Cahill for the business plan as well as related professional services was approximately $72,500 which is the value placed upon the shares issued to Mr. Cahill. As discussed below, the Website was taken down for reprograming due to security issues which resulted in cyber-attacks during the roll-out phase.

On December 30,October 3, 2016, the Company announced the completion ofentered into 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 andis a related license in respect of a series of procedures and medical techniquesbiomedical company focused on advancing human organ transplant technology which would eliminateand medical research. The assets consist of certain proprietary patents for eliminating the need for an organ or tissue match, and the necessity for anti-rejection drugs, (the “NuLife Process”as well as management of, and historical data for, animal trials (“Animal Trials”) conducted by GandTex (collectively, the “GandTex Assets”). Pursuant to the terms of the Asset Purchase, and upon achieving certain pro-forma goals, the Company agreed to provide additional funding for the continuation of the AnimalTrials in the aggregate amount of $300,000. In exchange for the GandTex Assets, the Company agreed to issue to GandTex 10,000,000 shares of its Series B Convertible Preferred Stock. The Asset Purchase was approved by a majority of the Company’s disinterested directors. GandTex was owned and controlled by a single individual Managing Member who beneficially owns 70% of GandTex at the time of the Asset Purchase, but is currently revoked in Texas, the state of its organization.

On December 30, 2016, the Company announced the completion of its due diligence with respect to the Asset Purchase to acquire all of the GandTex Assets on January 2017 the Company announced the Closing of the Asset Purchase.

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.Process together with other applications and possible uses or derived from the GandTex Assets, or discovered by the Company while in the process of continuing the initial stages of the Animal Trials.

TheAt September 30, 2017 the Company presently has twohad one business segments: (i)segment: the resumption and development of the GandTex Assets, particularly the transplantation surgeries, in an attempt to raise funds sufficient to fund ongoing animal trials in further development andobtain regulatory approval of the Nulife Process and related applications through various affiliated medical institutions, clinical investigators, contract laboratories and other third parties, such as CROs (collectively referred to herein as “Third-Party Contractors”), which were engaged to conduct our preclinical and clinical studies of the NuLife Process. The Company’s redesign of the Website, an online marketplace and community platform, which represented our original business commenced in fiscal 2014, is under suspended development pending the results of the evaluation of the Animal Trials, and the investigation of related applications of the NuLife Process through various affiliated medical institutions, clinical investigators, contract laboratories and other third parties, such as CROs that will(collectively referred to herein as “Third-Party Contractors”), which were engaged to 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. Process.

Due principally to delays resulting from (a) the protracted negotiations with the Third-Party Contractors as to the consulting agreements, leases of facilities, and approval of our financial conditionoperational protocol, we did not recommence the Animal Trials until August 2017, and resultant lack(b) shortly thereafter, being forced to suspend the Animal Studies due to the hurricanes that moved through southern Florida during late 3^rd and early 4^thfiscal quarters of financial resources2017, which effectively shut down non-emergency business operations and certain Medical Facility operations such as ours until we could resume operations during and the 1^st quarter of fiscal 2017-18.

In March 2017, we learned that Mr. James Gandy did not have the authority to transfer a component of the GandTex Assets from Duplitrans, Inc. ("Duplitrans"), to GandTex prior to closing on the Asset Purchase, and that Duplitrans was the actual owner of a license to one of the GandTex Assets. Therefore, on July 27, 2017 Duplitrans and GandTex entered into various agreements, some of which we were parties to, including a Royalty Agreement, Indemnity Agreement, Settlement Agreement, and Lock-Up Agreement, and an Addendum to the Asset Purchase Agreement between the Company and GandTex (collectively, the “GandTex Restructuring Agreements”). The purpose of these GandTex Restructuring Agreements was to effect the transfer of the benefit of the Asset Purchase Agreement from GandTex to Duplitrans, with additional royalty benefits to Duplitrans, and to authenticate the Assignment from GandTex to us of the Exclusive License Agreement which Duplitrans alleged was wrongfully cancelled by Mr. James Gandy , or transferred from Duplitrans to GandTex by Mr. James Gandy, for the sole purpose of GandTex meeting one of its commitments in the Asset Purchase Agreement, without proper authority. After the proposed transaction was approved by the Duplitrans shareholders, we restructured the transaction by way of the GandTex Restructuring Agreements so that we ended up with exclusive use and ownership of the intellectual property that was in dispute, but at the same time the Duplitrans shareholders were compensated for the license termination by way of an amendment to the conversion terms of the Series B Preferred Stock and a Royalty Agreement in favor of Duplitrans (the “GandTex Restructuring”).

Following our initial stage of the resumption of the Animal Trials conducted earlier in Ecuador by Duplitrans and GandTex, we learned that certain critical information concerning the organ transplantation process, thought to be contained in the GandTex Assets, was not contained in any of the Patents or License comprising the GandTex Assets, and was withheld by the inventor, Mr. Gandy during his review of our Protocol for the transplantation procedures (the “Omitted Transplantation Information”). In October 2017, as described elsewhere in thisour Form 10-K, to date,8-K filed October 21, 2017 following 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 phasediscovery of the NuLife ProcessOmitted Transplantation Information, we entered into a settlement agreements with Duplitrans and GandTex pursuant to which we reversed the Asset Acquisition and the GandTex Restructuring Agreements in January 2017.their entirety, and GandTex and Duplitrans agreed to the full return of the 10,000,000 shares of our Series B Preferred Stock, the cancellation of the Royalty Agreement with Duplitrans/GandTex, and a full release by GandTex and Duplitrans from any and all claims that they may have believed they had against us (the “Release”). In consideration for the termination of the Asset Purchase Agreement and the GandTex Restructuring Agreements, the Release and the return of our Series B Preferred Stock, we issued 2,000,000 shares of our common Stock to Duplitrans and to Duplitrans legal counsel.

We are an emerging growth company as defined in Section 2(a)(19)In conjunction with Mr. Gandy’s final disclosure of the Securities Act. PursuantOmitted Transplantation Information and the Settlement Agreement, the Company agreed to Section 107assign all of the Jumpstart Our Business Startups Act, we may take advantageGandTex patents back to Gandex and the Exclusive License to Duplitrans. The transfer of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complyingExclusive License Agreement to Duplitrans together with new or revised accounting standards, meaning that we can delay the adoptionMemorandum of Understanding (the “MOU”)with NuGenesis, an entity in formation organized by certain accounting standards until those standards would otherwise apply to private companies. We have chosen to take advantage of the extended transition periodDuplitrans shareholders(“NuGenesis”), should enable us to continue to pursue the organ transplantation activities already underway at our facilities in Florida. We must enter into an agreement with Duplitrans in the future to create a shared interest in the application of the Exclusive License for complying with new or revised accounting standards applicable to public companies to delay adoptionthe joint development 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.

NuGenesis' business model.

In October 2017, following the suspension of the Animal Studies, we began investigating a secondary application of the NuLife Process – known as “Wound Care” applications. To date, the proposed Wound Care activities (the “Wound Care Technique”) is still in the investigation stage, without significant expenditures by the Company due to our efforts to maintain adequate funding for our corporate operations. The BusinessCompany has not had any direct participation in any of the Wound Care procedures which were conducted in Ecuador by James Gandy and others associated with GandTex or Duplitrans, with the view of pursuing a joint venture with certain parties affiliated with Duplitrans to exploit the NuLife Process as to the Wound Care Technique in the biomedical space. In late September and early October of 2017, we conducted a preliminary investigation of the Wound Care Process which had been conducted by third parties in Ecuador in February and March of 2017. As of the date of this report we are waiting for NuGenesis to complete the transfer of the patent rights to the NuLife Process from Duplitrans to NuGenesis, and for NuGenesis to complete the funding necessary to proceed forward with the assumption of certain of our obligations related to our Florida facilities and working relationships with the physicians performing the surgeries and Dr. Youxue Wang. The commercial relationship between the NuGenesis and Duplitrans have not been established in an adequate joint venture agreement, but only through the MOU during this exploratory stage of the business.

NuLife Process and Developing the Patented NuLife Process for Kidney Transplantation

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).factors. 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. As mentioned above, our initial US efforts to launch the Animal Trials utilizing the NuLife Process met with severe obstacles, the most important of which were the delays associated with negotiating agreements with and developing a protocol which were acceptable to the universities where we intended to resume the Animal Trials, and once we finally began our Animal Trials, we suffered another setback as a result of the severe weather - which shut-down our transplantation early and put us in a “suspension”, or holding pattern. Notwithstanding the severe weather problems and other factors causing the delays in starting the Animal Trials, we elected to suspend the transplantation activities.

Online MarketThe NuLife Wound Care Technique.

NuLife Biomed was actively assessing the Wound Care opportunity in Ecuador and Community PlatformLatin America. World-wide between 2% and 6% of the population suffer from wounds. Of those, approximately 15% experience wounds that are resistant to standard treatment. The largest segment are wounds associated with diabetic foot ulcers. The result of these wounds is significant impact on quality of life, risk of developing life-threatening complications, and increased costs of treatment.

The Company's initially-defined business strategylyophilized Cytokine Concentrated Plasma (lyoCCP) product, which is to acquire and/or develop and market software and services that will significantly enhance the performance and functionalitylyophilized output of the Internet services used by individualsNuLife Process, is being studied for its potential use in accelerating the healing of these otherwise treatment-resistant wounds. During March and byApril of 2017, a small observational study was conducted in a clinic in Ecuador to medium sized businesses.assess the benefits of using the lyoCCP product in this setting. The Company's products and services, essentially an online marketplace and community, will use proprietary technologyresults were promising, with all 8 subjects experiencing total or near-total closure to wounds that will enable users, both service requestors and service providers,had been resistant 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 timehealing 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.months.

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 needs. A goal is to create jobs and provide market value for basic services by aggregating these low cost services within each local market. This will maximize value for either 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.

Our technology is targeted for busy individuals, families and for people who need tasks completed at odd hours of the day. NuLife works for any type of service from technical services (HDTV to computers), auto services (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. NuLife 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. 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 numerous people to try to determine the best person. NuLife 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.

Again, once the security issues with the platform are resolved, the platform will also provide an online web space (Web 2.0 features) for each user. This allows the service requestor to track and manage all their services in one place, on one website. For example, keep grocery lists, medication lists, kids and family schedules, pick up places, and more all on their own NuLife site. The service requestor determine who can see what information or log into his or her account. NuLife plans to keep a complete audit trail of current and future service requests, costs and allows individuals to make payments to service providers via credit card or directly from the service requestor's bank account. Service providers will then be able to receive credit card payments for services formerly only paid for with cash, and these funds will be automatically transferred into a bank account.

The platform will also allow a service requestor to receive mobile alerts when their service provider (such as a pet walker) arrives at their house and when they leave your house. NuLife will also keep an audit trail of all services provided, such as every time a meal is dropped off at your grandfather's house or his diabetes medication is delivered or when a pet is picked up and dropped off at the house.

The platform will be a useful 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 will allow service providers to group or aggregate their services and maximize their revenue opportunities. The platform also provides each service provider their own website to track and manage service requests and bids. It 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 requestor know when the service provider arrived and when it completed a service. NuLife's platform will also allow service providers to accept credit card payments both via NuLife's and via their own website, eliminating the problem of tracking down payment for services at a later time.

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

NuLife GeoCalendar

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

Our 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 will 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.

Our 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 service providers 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 versionsThe Website: Online Platform

To date the Website segment of our technology will also focus onbusiness has not generated any revenue, however we have not abandoned the creationdevelopment of the Website, with certain modifications. Modifications are needed to ‘update’ the site to make it a push model for Non-Profit Organizations, City Organizations or Athletic Organizations to push requests outcompetitive product related to the community for support. NuLife GeoCalendar will differentiate between paying activitiesnew entrants into the space since 2015. Companies like Yelp, TaskRabbit, 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 organizationsHomeAdvisor have extensive sales operations and non-profits currently find it hard to find basic resources to help withinmarketing expenditure aimed at the communityreservation and often end up paying for these services. This later versionculmination of our technology will also allow people to participate in non-profit events and get the word out about special eventsmarket share. Growth 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 typesarea of consumer to direct home improvement services that will be addressed by our online market and community:

Online & Mobile Advertising

Our online technology maximizes web portal utilization to push local advertisements both on the website and on mobile text messages and email alerts. These advertisements will be geared bothhas led to the service providergrowth of an organic market of licensed 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 their dog will result in an online service request on NuLife's platform. When a 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 arrives up at its 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 the service requestor approves payment online, the service provider will receive a mobile alert that the payment is made, the advertisementunlicensed contractors working to service provider may be a local supply shop or additional pet walking requestsextended demand resulting from the website.

Our online technology will combine onlineincrease in market communityactivity surrounding home improvement and geographic informationcommercial services with mobile text messaging, advertising and mobile geographic information services. Even local coupons or coupon codes can be sent(e.g. drywall, painting, fixture replacement, window washing, landscaping, car detailing etc.) Additional efforts are needed 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.

Our target market generally is 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. We believe that many people just want extra income to offset personal expenses. In other cases baby boomers are working at Macy's, Crate & Barrel, as kindergarten teachers, pet walkers and many other jobs. This leads us to believe that there's an underlying market and demand for these services. With our intended platform, people will be able to get paid for services they enjoy performing such as those described above. Whatever their interest, there's a way to make additional revenue.

NuLife "Get & Share" - Viral Marketing

An existing open source technology is "Get & Share." This is how "Get & Share" works: a user can right click on any of our intended services and paste it on social media sites such as YouTube, Facebook, iGoogle or other web community site. This technology will allow users to copy NuLife service requests and paste them on their most popular site. In doing so, if a service provider clicks on the link and accepts the service request from the NuLife site, a credit will be provided back to this user. In 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 NuLife and extend users social media accounts allowing them to book and manage basic services both for income or for personal or family use.

NuLife Payment Engine

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

NuLife Revenue Model

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

Marketing Plan - Initial Launch of Online Market and Community Platform

With our online technology will intend to leverage two major marketing, branding and PR programs. First, NuLife will initially focus on launching its platform in only key markets such as California. Secondly, NuLife will only expand to other markets as technology is proven and tested. In 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 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. NuLife will also leverage Web 2.0 services to create viral marketing programs throughout the web integrating NuLife services with other major community websites such as Facebook.

Pathway to Commercialization of NuLife Process

Commercialization of the NuLife Process requires successful completion of a series of pre-clinical and clinical trials, as well as the demonstration of the reproducibility of the process. The steps include but are not limited to 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 other similar health authority. If authorization for marketing is granted, the Company plans to work with the existing Organ Procurement Organization (OPO) and major transplant centers to form a network of regional facilities capable of executing the process. 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 support the ultimate need for reimbursement in the markets it is made available.safeguard against cyber-attack.

Competitive Conditions

Online Platform and Community Competitive Conditions

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

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

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.Process.Further, as a result of our late start in the resumption of the Animal Trials together with the necessary restructuring of the Asset Acquisition and our currently limited financial resources, we could fall behind in the development of this transplantation process to the point that any number of companies could beat us to commercialization.

Online Platform and Community Competitive Conditions

There are many online and offline technologies similar to our Website’s current features, such as Craig's List, Angies List, Task Rabbit, HomeAdvisor, Kudzu, eBay Auctions, Penny Saver, and others; however, we do not believe there are any online websites that focus only on the service industry as an eCommerce / classifieds / auction marketplace. It appears that the Website may not be competitive in the “service” sector of the Internet space without certain modifications, but could have other applications which we may consider pursuing depending upon the results of the current Animal Trials, the investigation of the Wound Care Process and the results of our investigation of the opportunities in the oncology data management space. And, additional efforts are needed to safeguard the website against cyber-attack which was presented itself as an ongoing problem in initial launch and following prior phases of reprograming. .At the present time development of the Website is suspended. As funds are available, we may resume the modifications necessary to resolve the Websites security issues and resume the development of the Website.

Market Demand - Demographics

Demographics - A Growing Problem for the Service Industry. We believe the historical trend that sees the older population growing at a faster pace than the total population will continue well into the 21st Century. However, at the same time there are more and more competitors entering both segments of our current active and proposed business activities.

Intellectual Property

As previously noted, on December 30, 2016,January 19, 2017, 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 haveWebsite and the had no other patents or trademarks.trademarks at September 30, 2017

Government Regulation and Industry Standards

NuLife ProcessProcess- Organ Transplantation

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 cGMPGMP 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, sovereign nation legislation regulating online content could limit the growth inand 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 willSubject to the ultimate final re-design of our Website, provided we elect to move forward with the re-design of the Website, we may 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 Webweb 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 purchaseAsset Purchase completed on December 30, 2016, the Companyin January,2017we 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, (theand identified it as the “NuLife Process”. The pursuit of the development of the organ transplant technologies acquired by way of the GandTex Asset Acquisition became our primary business activity during the fiscal year ended September 30, 2017. However, due principally to delays resulting from (a) the protracted negotiations with the Third-Party Contractors, particularly the South Broward Hospital District d/b/a Memorial Healthcare System (“Memorial”)., the leases of facilities at NOVA Southeastern University (“NOVA”), and approval of our operational protocol, we did not begin the Animal Trials until August 2017, and (b) being forced to suspend such transplanting operations due to the hurricane damage to our transplantation facilities resulting from the hurricanes which moved through southern Florida during the Fall of 2017 effectively shutting down non-emergency business operations at FIU, with included certain medical facility operations such as ours. Asa result of the suspension of our Animal Trials, we began a more in-depth investigation of the Wound Care Technique.

Other thanThe Website Intellectual Property, which served as an online marketplace and community platform that was suspended due to the aforementionedsecurity problems that plagued the Website, but which represented our original business commenced in fiscal 2014, is still owned by us but is currently in a suspended development status due primarily to our recent allocation of financial resources to the NuLife Process. As funds are available, we have no additional patents or trademarks.may resume the modifications necessary to resolve the Website security issues and resume the development of the Website.

Employees

As of September 30, 2016,2017, we had twofour employees; Mr. John Hollister, serving as the Company’s CEO and President of the Company’s wholly-owned subsidiary, NuLife BioMed Inc. (“NuLife BioMed”), Dr. Youxue Wang served as the Director of Research and who was the author of the NuLife BioMed protocol for the organ transplantation, Mr. Fred Luke servingwho serves as our President, and Mr. Sean Clarke servingwho serves as our Chief Financial Officer, Secretary and Secretary, neither of whom presently workis our sole Director. Only Mr. Hollister, Mr. Luke and Dr. Wang worked for the Company on a full time basis.full-time basis as at September 30, 2017. Mr. LukeClarke is allowed to devoteserving on a limited amountcontractual basis as he had other clients who demanded a portion of his timetime. Mr. Hollister subsequently resigned as CEO in December 2017. Refer to us as he is not limited or restricted from being involved with us by his current employer. He is under no contractual agreement with us and has not received cash compensation to date except for an option to acquire 1,500,000 shares of 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.NOTE 14 - SUBSEQUENT EVENTS in our Financial Statements.

We have used and will continue to use the services of various contract personnel from time to time.time-to-time in various positions within the Company and its subsidiaries. Although national unemployment rates remain high relative to historical averages, there exists a significant amount of competition for skilled personnel in the healthcare. Nevertheless, we expect to be able to attract and retain such additional employees as are necessary, commensurate with the anticipated future expansion of our business resulting from the acquisition of the assets of GandTex described herein.necessary. Further, we expect to continue to use consultants, contract labor, attorneys and 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.

NuLife is an early stage company and has virtually no financial resources. We had a cash balance of $1,086$44,123 as of September 30, 2016.2017. We have working capital deficit of $609,917$862,416 and an accumulated deficit of $1,211,508$6,567,842 at September 30, 2016.2017. Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the period ended September 30, 20162017 that states that Company's losses from operations raise substantial doubt about its ability to continue as a going concern. We are 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.

The Company (i) isremains engaged in the development of an initial design and framework of its proposed online marketplace and community portal platformWebsite through Mr. Clarke's efforts, as well as through the efforts of a software development firm which the Company had been working with on an as "needed basis". We have historically spent between $5,000 and $10,000approximately $50,000 per month in operational expenses and $15,000 in the transplantation activities conducted by NuLife BioMed, and this spending will decrease due to the joint venture arrangement with Duplitrans, but will need to substantially increase in response to the expanded business plan.plan into the Would Care biomedical segment. We have not generated any revenues from our business,Website or our biomedical activities, and our expenses will be accrued and deferred until sufficient financing is obtained. No assurances can be given that we will be able to receive funds to continue our operations beyond a month-to-month basis.

NuLife is and will continue to be completely dependent on the services of our Chief Executive Officer, our President and Chief Financial Officers,Officer, 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.

NuLife's operations and business strategy are substantially dependent upon the knowledge and business connections of Messrs. Hollister, Luke and Clarke, who, except for Mr. Hollister, are under no contractual obligation to remain employed by us. If one or more should choose to leave us for any reason or becomes ill and is unable to work for an extended period of time before we have hired appropriate replacement personnel, our operations could 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 orProcess 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 to comply with regulatory requirements of the FDA 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 government 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 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 continue 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 United States and other selected global territories. We intend for these patent applications to cover, where possible, claims for specific medical uses, as 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 conducted extensive research on whether any other entities have patents that could impact our freedom to operate. We plan to conduct this work in the future. To the best our knowledge, these patents are unique and allow us to move forward with the development of the Process.

We will rely heavily on third parties to execute our research and development programs, both pre-clinical and clinical.

We will rely heavily on our third partythird-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 successfully carry out their contractual duties or meet 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 employees and, except for restrictions imposed by our contracts with such third parties, we will have limited ability to control the amount or timing of resources that they devote to our 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,GCPs, 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 contractorsThird-Party Contractors fail to comply with applicable cGCPs,GCPs, 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 partythird-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.

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, 2016,2017, we had no operating revenues. We face a high risk of business failure. The likelihood of our success 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 we will operate. There can be no assurance that future revenues from sales of our products and services will occur or be significant enough or that we will be able to sell our 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's products and services and the successful implementation of its planned growth strategy.

We have acquired and commenced internally developing 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 will need to secure the necessary financing. Until we raise additional funds, we will continue to keep costs to a minimum. The cost to develop our business plan pertaining to the development of our organ transplant technology will likely be in excess of $400,000. If we are unable to obtain adequate funding or financing, we 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 our growth.

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

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

Our ability to operate profitable product lines or service offerings (if we are able to establish any product, 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) our management team and our financial and accounting controls and (iv) staffing, training and retaining of skilled personnel, if any at all. Certain of these factors will be beyond our control and may be adversely affected by the economy or actions taken by competing companies. Moreover, potential products and/or services that may meet our 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 we will be able to execute and manage a growth strategy effectively or at all.

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

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

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

The markets in which we will operate are characterized by intense competition from healthcare service providers. We expect to face further competition from new market entrants and possible alliances among competitors in the future as technology changes and advances. Many of our current and potential competitors have significantly greater financial, technical, marketing and other resources than 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 us. There can be no assurance that we will be able to compete successfully.

There are significant potential conflicts of interest.

Our personnel, presently Messrs. Luke and Clarke commit substantial time to our affairs and, accordingly, these individuals may have conflicts of interest in allocating management time among various business activities. In the course of other business activities, these key personnel 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 any potential impact of conflicts of interest will be effective.

We are subject to the periodic reporting requirements of Section 15(d) of the Exchange Act that will require us to incur audit, legal and filing fees in connection with the preparation of such reports. These additional costs could adversely impact our ability to earn a profit.

We 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 effect 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.

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 become 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.

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 perform as a going concern.

Having only one director limits our ability to establish effective independent corporate governance procedures and increases the control of our Chief Executive Officer, President, Chief Financial Officer and sole director.

We have only one director, who also serves as our Chief Financial Officer. Accordingly, we cannot establish board committees comprised of independent members to oversee functions like compensation or audit 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 decisions and a activities of our Chief Executive Officer, 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

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 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 capital stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders, further dilute book value per share of our capital stock, and that dilution may be material.

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'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 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. The board of directors' ability to issue shares without shareholder approval serves to enhance existing management's ability to maintain control of our company.

Our articles of incorporation, as amended, 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.

Article X of our Amended and Restated Articles of Incorporation provides 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, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.

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

Some 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. Pursuant to Rule 144, if we were designated a "shell company" as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, one year would be required to elapse from the time, we ceased to be a "shell company" and filed 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 our restricted shareholders 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:

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

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 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.

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:

Our board of directors (consisting of one individual, our Chief Financial Officer and 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.

The concentrated beneficial ownership of our common stock and the ability it affords to control our business may limit or eliminate minority shareholders' ability to influence corporate affairs.

Because of this concentrated stock ownership, the Company's largest stockholder, who is one of our two directors, will be in a position to elect our board of directors, decide all matters requiring stockholder approval and determine our policies. The interests of this 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 principal stockholder. This level of control may also have an adverse impact on the market value of our shares because our principal 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/or may sell sufficient numbers of shares to significantly decrease our price per share.

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.

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.

Since none of our directors (currently two people) aredirector is not an independent directorsdirector or a financial experts,expert, 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 costlier or deter qualified individuals from accepting these roles.

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 are 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. These 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 became 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. We 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.

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 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"). 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

Our office address is 1031 Calle Recodo,2618 San Miguel, Suite B, San Clemente,203, Newport Beach, California 92673.92660. The space is provided to us by Mr. Clarke,Luke, the Company’s Chief Financial Officer and sole director.President. Mr. ClarkeLuke 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, andthe first quarter of 2018. We currently rent laboratory space for our new subsidiary, NuLife BioMed Inc.,from NOVA Southeastern University in Florida. The company has conducted its surgical procedures, as needed, at Florida to begin Phase 2 of the Animal Trials.International University.

ITEM 3. LEGAL PROCEEDINGS

The 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 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 effect upon our financial condition or results of operations.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

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

Market Information

The Company's common stock is currently quoted on the OTCQB Market under the symbol "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, 2017