Form 10-K Amendment 2

EXPLANATORY NOTE

The main purpose of this Amendment No. 2 to Lifetech Industries, Inc.’s Annual Report on Form 10-K for the annual period ended April 30, 2013, filed with the Securities and Exchange Commission on July 29, 2013 (the “Form 10-K”), is to provide the exhibits required by Item 601 of Regulation S-K. The previous filing didn't contain any of the required exhibits with the exception of the certifications required by Item 601 (b)(31) and (32), and there were no typed signature provided. As part of our financial statements we present the report of independent registered public accounting firm, previously provided as the Exhibit 23.1.

No other changes have been made to the Form 10-K. This Amendment No. 2 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.

TABLE OF CONTENTS



Item 1.	Business	4
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	9
Item 2.	Properties	9
Item 3.	Legal Proceedings	9
Item 4.	Mine Safety Disclosure	9
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 6.	Selected Financial Data	10
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 8.	Financial Statements and Supplementary Data	15
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	28
Item 9A.	Controls and Procedures	28
Item 9B.	Other Information	29
Item 10.	Directors, Executive Officers and Corporate Governance	29
Item 11	Executive Compensation	32
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	33
Item 13.	Certain Relationships and Related Transactions, and Director Independence	34
Item 14.	Principal Accounting Fees and Services	34
Item 15.	Exhibits and Financial Statement Schedules	35

Cautionary Statement Regarding Forward-Looking Statements

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

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

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this current report and unless otherwise indicated, the terms "we", "us" and "our" mean Lifetech Industries, Inc., a Nevada corporation, unless otherwise indicated.

Part I

ITEM 1.

BUSINESS

General Overview

Lifetech Industries, Inc. (LTCH) was incorporated in the State of Nevada on December 30, 2010 to develop a new day spa business in the affluent area of Montrose, California, surrounded by La Crescenta, La Canada, and Glendale. The Company is a development stage enterprise, as defined in FASB ASC 915 “Development Stage Entities.”

Our business is still in its early developmental and promotional stages and to date, our primary activities have involved significant re-structuring and re-organization. We have discontinued our planned spa development activities and adopted a new strategy to pursue opportunities in the air to water generator (“AWG”) industry.

On April 30, 2012, we entered into a Joint Venture Agreement, a Distribution Agreement, and a Technology License Agreement (the “Agreements”) with Leadwill Corporation, a Japanese corporation (the “Manufacturer” and the “Licensor”).

Pursuant to the Joint Venture Agreement, we acquired the global exclusive right (excluding Japan) to make, use, sell and otherwise distribute all of the Manufacturer’s AWG products and technologies. In addition, we have the exclusive right to assign, sublicense, or otherwise subcontract our distribution and marketing rights to third parties. We were also granted an exclusive license to any and all of the Manufacturer’s patents, trademarks, and all other intellectual property related to AWG products and have the exclusive right to assign, sublicense, or otherwise transfer these rights to third parties. We will receive the Manufacturer’s AWG products at the price of twelve percent (12%) above wholesale costs for such products.

Pursuant to the Distribution Agreement, we were appointed as the Manufacturer’s sole and exclusive Distributor. As such, we were given the exclusive right to: (1) market, promote, sell, and distribute all of the Manufacturer’s current and future AWG products and technology; and (2) assign, sublicense, or otherwise subcontract these distribution and marketing rights to third parties worldwide (excluding Japan). The Manufacturer will receive ten percent (10%) of the net profits generated from our distribution of the AWG technology, less related costs and expenses.

Pursuant to the Technology License Agreement, we were granted an exclusive, perpetual license to make, manufacture, use, sell or otherwise distribute all of the Licensor’s AWG related technology. We were also granted the right to sublicense these rights to third parties at our sole discretion. We will pay the Licensor a royalty equal to ten percent (10%) of the Net Sales Revenue received from our sales of the licensed technology on a quarterly basis.

Upon execution of the Agreements, Leadwill Corporation has agreed to (A) file all necessary “doing business as” (“d/b/a”) documents in Japan so that Leadwill shall d/b/a “Lifetech Japan,” (B) change its corporate name from “Leadwill Corporation” to “Lifetech Japan,” or (C) transfer or “spinoff” all and not less than all of its AWG business into a new, separate corporate entity in Japan, to be called “Lifetech Japan”. All of our rights set forth in the Agreements shall apply equally to the new, separate corporate entity.

On September 1, 2012, we entered into a Joint Venture Agreement, a Distribution Agreement, and a Technology License Agreement (the “New Agreements”) with Lifetech Japan Corporation (the “New Manufacturer”), a Japanese corporation. The New Agreements were executed pursuant to the transfer of the AWG business from Leadwill to Lifetech Japan. Under the New Agreements, all of our rights to Lifetech Japan’s AWG products and technologies remain the same.

As a part of the Agreements, we entered into a share swap with the Manufacturer where we will receive 20% of all voting shares of the Manufacturer and the Manufacturer will receive 10% of all voting shares of our Company. We will account for its investment in the Manufacturer under the equity method accounting for investments. As of April 30, 2013, no official share swap has taken place.

The term of the New Agreements are for 10 years and shall automatically renew for 10 years unless both parties mutually agree not to renew 90 days before the end of the term.

The Lifetech AirWell System is a highly advanced air to water generator that produces high quality water by promoting and filtering the condensation of moisture from air. The Air Well System uses an advance triple step gathering system and 12-step purification process to produce water that is free of chemicals, pollutants, contaminants and hormones.

Our fiscal year end is April 30^th.

Liquidity and Financial Resources

Through April 30, 2013, the Company had not carried on any significant operations and had generated $50,000 in revenues. The Company has incurred losses since inception aggregating $260,087.

We currently have minimal cash reserves. To date, the Company has covered operating deficits primarily through its financing activities. Accordingly, our ability to pursue our plan of operations is contingent on our being able to obtain funding for the development, marketing and commercialization of our products and services. As a result of its lack of operating success, the Company may not be able to raise additional financing to cover operating deficits.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has accumulated deficits since inception (December 30, 2010) to the year ended April 30, 2013 and is dependent on its ability to raise capital from shareholders or other sources to sustain operations. However, these conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our Current Business

As of the closing date of the Agreement’s on April 30, 2012, we adopted the business of air to water generator distribution and technology licensing. Our business plan is to market and distribute AirWell air to water generation systems and license the technology and corresponding distribution rights to third parties worldwide.

Our manufacturer currently produces a home/office unit which generates approximately 30 liters of water per day. However, our air to water generation and filtration technology is scalable and we are currently in the process of developing customizable units to service the water needs of a variety of industries such as:

Shipping and boating

Hotels and resorts

Hospitals and schools

Mining and drilling

Government and military

Spas and “well-being” facilities

Humanitarian organizations

Our air to water generation and filtration technology is currently patented in Taiwan and Japan.

Operating Strategy

We plan to implement the following operating strategies:

Direct to Consumer Distribution: Market and distribute Air Well Systems direct to consumers worldwide

Wholesale Distribution: Develop relationships and sell Air Well Systems to wholesale distributors

Distribution Licensing: Provide exclusive distribution rights for Air Well Systems to strategic partners in specified regions

Technology Licensing: Provide exclusive licensing rights for air to water generation and filtration technology to strategic partners to manufacture and distribute Air Well Systems in specified regions

Employees

The Company currently has no employees and utilizes independent contractors for all day to day tasks.

Supplier and Production

All product design, production, and research and development is performed and managed by our strategic partner, Leadwill Corporation.

Competition

The water purification and bottled water industries are highly competitive. There are approximately nine entities experimenting with the technology of air to water generation, of which two or three are direct active competitors. Some of those companies have limited or no business activities while others have entered into strategic alliances with one another. The relatively high energy cost associated with changing water from its vapor phase in the air to the liquid phase appears to be an obstacle to making sales for a number of these competitors. Control of bacteria and viruses in the field of atmospheric water generation creates a technological challenge that our 12 step filtration process has resolved. The atmospheric water generator and filtration system industry is new, rapidly evolving and can compete with more traditional water treatment systems that rely on surface and ground water supplies. In the future, our competitors can and may duplicate or surpass in efficacy many of the products or services offered by us.

Compliance with Government

Regulation

The manufacturing, processing, testing, packaging, labeling and advertising of the products that we distribute may be subject to regulation by one or more U.S. federal agencies, including the Food and Drug Administration, the Federal Trade Commission, the CSA and UL in North America, the United States Department of Agriculture, the Environmental Protection Agency, the standards provided by the United States Public Health authority and the World Health Organization for Drinking Water. These activities may also be regulated by various agencies of the states, localities and foreign countries in which consumers reside.

ITEM 1A.

RISK FACTORS

Our business operations are subject to a number of risks and uncertainties, including, but not limited to those set forth below:

Risks Related to our Business

We are in our early stages of development and face a risk of business failure.

We are in our early stage of development. We have no way to evaluate the likelihood that we will be able to operate our business successfully. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the technology and sales industries. We recognize that if we are unable to generate significant revenues from our sales, we will not be able to earn profits or continue operations. There is only a limited history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues

or ever achieve profitable operations form our current business initiatives. If we are unsuccessful in addressing these risks, our business will most likely fail.

We are dependent on our suppliers

Our success is highly dependent upon the continued support and services of suppliers. We are solely dependent on their support to provide enough inventory to meet our purchase orders. If our suppliers are not able to manufacture enough products to meet the demands of our purchase orders, our business will most likely fail.

Demand for our products and services may fail to materialize

Our growth and success will depend on our success in introducing and selling our products. The market for the products and services we plan to offer is relatively new and there is little hard data to validate market demand or predict how this demand will be segmented. There could be much lower demand than believed, or interest in our products and services could decline, which could adversely affect our ability to sustain our operations.

Our ability to continue as a going concern is in substantial doubt.

The ability of our company to continue as a going concern is in substantial doubt and is dependent on achieving profitable operations and obtaining the necessary financing in order to develop our business. The outcome of these matters cannot be predicted at this time. Our future operations are dependent on the market’s acceptance of our products in order to ultimately generate future profitable operations, and our ability to secure sufficient financing to fund future expansion or operations. There can be no assurance that our products will be able to secure market acceptance. Management plans to raise additional equity financing to enable our company to complete our development plans. However, there can be no assurance that we will be successful in raising additional financing. Our financial statements do not include any adjustments that might result from the outcome of these uncertainties.

We have limited financial and management resources to pursue our growth strategy.

Our growth strategy may place a significant strain on our management, operational and financial resources. We have negative cash flow from operations and continue to seek additional capital. We will have to obtain additional capital either through debt or equity financing. There can be no assurance, however, that we will be able to obtain such financing on terms acceptable to our company.

If we raise additional funds through the issuance of equity or convertible securities, these new securities may contain certain rights, preferences or privileges that are senior to those of our common shares. Additionally, the percentage of ownership of our company held by existing shareholders will be reduced.

Dependence on key management and personnel

Our business requires additional staff in all areas to successfully bring our products to market. Our success depends on our ability to attract and retain management and sales personnel with expertise and experience in related fields. If we are unable to attract and retain qualified management and sales personnel, we will suffer diminished changes of future success.

Dependence on and protection of Intellectual Property Rights

On April 30, 2012, the Company entered into a Joint Venture Agreement, a Distribution Agreement, and a Technology License Agreement (the “Agreements”) with Leadwill Corporation, a Japanese corporation (the “Manufacturer”). Pursuant to the Agreements, the Company acquired the global exclusive right (excluding Japan) to make, use, sell and otherwise distribute all of the Manufacturer’s AirWell products and technologies. The Manufacturer also granted the Company an exclusive and perpetual license to any and all of the Manufacturer’s patents, trademarks, and all other intellectual property related to the Manufacturer’s products and related technology, as well as the global exclusive right (excluding Japan) to assign, sublease, or otherwise transfer such rights in the Manufacturer’s technology to third parties.

We consider our rights under the License Agreement to be material, and as a result, termination of the Agreements would have a material adverse effect upon our company. There can be no assurance that any protective action taken by us will prevent imitation of our products or infringement of our intellectual property rights by others, or prevent an ensuing loss of revenue or other damages. Furthermore, as we expand our intellectual property rights by producing new products, creating new trademarks, and distributing our collections in new jurisdictions, our efforts may attract third party claims that question the validity of our intellectual property rights. There can be no assurance that any such claims will not succeed in frustrating, restricting, or blocking our ability to produce certain designs or to use certain trademarks in certain countries.

Risks Associated with Our Common Stock

Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of their shares.

Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations and FINRA’s sales practice requirements, which may limit a stockholder’s ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the Financial Industry Regulatory Authority believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The Financial Industry Regulatory Authority requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

We have not paid dividends in the past and do not expect to pay dividends for the foreseeable future, and any return on investment may be limited to potential future appreciation on the value of our common stock.

We currently intend to retain any future earnings to support the development and expansion of our business and do not anticipate paying cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our board of directors after taking into account various factors, including without limitation, our financial condition, operating results, cash needs, growth plans, and the terms of any credit agreements that we may be party to at the time. To the extent we do not pay dividends, our stock may be less valuable because a return on investment will only occur if and to the extent our stock price increases, which may never occur. In addition, investors must rely on sales of their common stock after price appreciation as the only way to realize their investment, and if the price of our stock does not appreciate, then there will be no return on investment. Investors seeking cash dividends should not purchase our common stock.

Our officers, directors, and principal stockholders (greater than 5% stockholders) collectively control approximately 50% of our outstanding common stock. As a result, these stockholders will be able to affect the outcome of, or exert significant influence over, all matters requiring stockholder approval, including the election and removal of directors and any change in control. In particular, this concentration of ownership of our common stock could have the effect or delaying or preventing a change in control of us or otherwise discouraging or preventing a potential acquirer from attempting to obtain control of us. This, in turn, could have a negative effect on the market price of our common stock. It could also prevent our stockholders from realizing a premium over the market prices for their shares of common stock. Moreover, the interests of this concentration of ownership may not always coincide with our interests or the interests of other stockholders, and accordingly, they could cause us to enter into transactions or agreements that we would not otherwise consider.

Other Risks

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

As a “smaller reporting company”, we are not required to provide the information required by this Item.

ITEM 2.

PROPERTITES

Our principal executive office was located at 228 Hamilton Avenue, 3^rd Floor, Palo Alto, California, USA.

Effective June 18, 2013, the Company has moved its executive offices to 800 Bellevue Way NE, Suite 400, Bellevue, Washington 98004. The Company’s new telephone number is 425-462-4219.

ITEM 3.

LEGAL PROCEEEDINGS

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common shares are quoted on the Over-the-Counter Bulletin Board under the symbol “LTCH.”

Our common shares are issued in registered form. Island Stock Transfer Inc., 100 Second Avenue South, Suite 705S, St. Petersburg, Florida 33701 Telephone: (727) 289-0010; Facsimile: (772) 289-0069 is the registrar and transfer agent for our common shares.

On April 30, 2013, the shareholders' list showed 36 registered shareholders and 50,000,000 common shares outstanding.

Dividend Policy

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

Equity Compensation Plan Information

We have not issued any equity compensation for during the fiscal year ended April 30, 2013.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended April 30, 2013.

ITEM 6.

SELECETED FINANCIAL DATA

Not applicable.

ITEM 7.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page 8 of this annual report.

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

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Overview

Lifetech Industries, Inc. was incorporated in Nevada on December 30, 2010. Lifetech is currently in the development stage and has entered into a Joint Venture Agreement, a Distribution Agreement, and a Technology License Agreement (the “Agreements”) with Leadwill Corporation, a Japanese corporation, to acquire the global exclusive right (excluding Japan) to make, use, sell, distribute, and license all of their Air Well air to water generation products and technologies. To this end, the Company’s future results of operation will be highly dependent upon the success of its efforts to sell and market these products and technologies. The Company plans to sell its products direct to consumers, to distributors, and also through multiple indirect channels.

Results of Operations

Our audited operating results and cash flows are presented for the years ended April 30, 2013 and 2012, and for the period since inception (December 30, 2010) to April 30, 2013.

Our operating results for the years ended April 30, 2013 and 2012, and for the period since inception (December 30, 2010) to April 30, 2013 are summarized as follows:



	Year Ended April 30, 2013			Year Ended April 30, 2012	Since inception (December 30, 2010) to April 30, 2013
Revenue	$	50,000	$	-	$	50,000
COGS	$	-	$	-	$	-
Gross Profit	$	50,000	$	-	$	50,000
Expenses	$	156,796	$	130,392	$	310,087
Net Loss	$	(106,796)	$	(130,392)	$	(260,087)

Revenue and Cost of Goods Sold

Our revenue recognition policy is in accordance with generally accepted accounting principles, which requires the recognition of sales when there is evidence of a sales agreement, the delivery of goods has occurred, the sales price is fixed or determinable and the collectability of revenue is reasonably assured.

In May 2012, we signed an agreement with Epik Investments Limited, a Limited Liability Corporation incorporated under the laws of the Hong Kong Special Administrative Region, assigning them the exclusive rights to sell and distribute all of our products in Hong Kong and the People’s Republic of China. These exclusive distribution rights are for a period of 2 years. We received consideration of $100,000 under the terms of the agreement. As of April 30, 2013, we accrued deferred revenue of $50,000 related to this agreement.

Operating Expenses

For the year ended April 30, 2013, we had total operating expenses of $156,796 as compared to $130,392 for the year ended April 30, 2012. The increase was mainly due to increase in travel expenses and filing fees as a result of business development and the change of business plan from spa development to air to water generation and technology.

Liquidity and Financial Condition

We will require additional funds to fund our budgeted expenses in the future. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable. Additionally, there is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

Liquidity and Capital Resources

Growth of our operations will be based on our ability to internally finance from cash flow and raise equity and/or debt to increase sales. Our primary source of liquidity is through financing activities. Our cash balance as of April 30, 2013 and 2012 is $3,600 and $9,737.

As of April 30, 2013 and 2012, our company was obligated to Benjamin Chung for an unsecured and non-interest bearing demand loan with a balance of $172,678 and $108,933.

Plan of Operation and Cash Requirements

We currently have minimal cash reserves and a significant working capital deficit. Accordingly, our ability to pursue our plan of operations is contingent on our being able to obtain funding for the development, marketing and commercialization of our products and services. Management plans, as soon as finances permit, to hire additional management and staff for its US-based operations especially in the areas of finance, sales, marketing, and investor/public relations. The Company may also choose to outsource some of its marketing requirements by utilizing a series of independent contractors based on the projected size of the market and the compensation necessary to retain qualified employees.

To achieve our new operational plan, we will need to raise substantial additional capital for our operations through licensing fees and product sales, sale of equity securities and/or debt financing. We have no cash to fund our operations at this time, so we plan to sell licenses and products, offer common stock in private placements as well as seeking debt financing during the next 12 months to raise up to $5,000,000. We believe the proceeds from such efforts will enable us to expand our operations and focus on our marketing campaign.

We will require additional funding to continue our operations, for marketing expenses, to pursue regulatory approvals for our products, for any possible acquisitions or new technologies. We may seek to access the public or private equity markets whenever conditions are favorable. We may also seek additional funding through strategic alliances or collaborate with others. We cannot assure you that adequate funding will be available on terms acceptable to us, if at all. As we are presently in the early stages of development and promotional stages of our business, we can provide no assurance that we will be successful with our efforts to establish any revenue. In order to pursue our existing operational plan, we are dependent upon the continuing sales and financial support of creditors and stockholders until such time when we are successful in raising debt/equity capital to finance the operations and capital requirements of the Company or until such time that we can generate sufficient revenue from our various divisions.

Going Concern

For the year ended April 30, 2013, our company has incurred losses of $106,796 and has an accumulated deficit of $260,087. Our company intends to fund operations through operational cash flow and equity/debt financing arrangements. These sources may be insufficient to fund its capital expenditures, working capital and other cash requirements for the future. In response to these problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

Use of estimates

In preparing financial statements in conformity with US GAAP, our management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities. These estimates and assumptions also affect the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported periods. Actual results could differ from those estimates.

Our financial statements include some amounts that are based on our management's best estimates and judgments. The most significant estimates relate to the valuation allowance for accounts receivable, returns, inventory, deferred taxes and various contingent liabilities. It is reasonably possible that the above-mentioned estimates and others may be adjusted as more current information becomes available, and any adjustment could be significant in future reporting periods.

Income Taxes

The Company accounts for income taxes in accordance with the FASB Codification Topic 740-10-25 (“ASC 740-10-25”), which requires that deferred tax assets and liabilities be recognized for future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In addition, it requires recognition of future tax benefits, such as carry forwards, to the extent that realization of such benefits is more likely than not and that a valuation allowance be provided when it is more likely than not that some portion of the deferred tax asset will not be realized.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Rates

Foreign currency exposures arise from transactions, including firm commitments and anticipated contracts, denominated in a currency other than an entity's functional currency and from foreign-denominated revenues translated into U.S. dollars. Changes in currency exchange rates may affect the relative prices at which we and our foreign competitors sell products in the same market and collect receivables from such sales. We generally sell our products in U.S. dollars.

Changes in currency rates may affect prices at which we conduct business with our vendors and our employees. Payments subject to foreign currency translation are executed at our deposit bank currency spot rate at the time of payment, generally at each month’s end.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets	F-2
Statements Of Operations	F-3
Statements Of Stockholders' Equity (Deficit)	F-4
Statements Of Cash Flow	F-5
Notes To Financial Statements	F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Lifetech Industries, Inc.

We have audited the accompanying balance sheets of Lifetech Industries, Inc. (A Development Stage Company) as of April 30, 2013 and 2012, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years ended April 30, 2013 and 2012 and from inception (December 30, 2010) to April 30, 2013 and 2012. Lifetech Industries, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lifetech Industries, Inc. as of April 30, 2013 and 2012, and the results of its operations and its cash flows for the years ended April 30, 2013 and 2012 and for the period from inception (December 30, 2010) to April 30, 2013 and 2012 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


De Joya Griffith, LLC
Henderson, Nevada
July 26, 2013

F-1

LIFETECH INDUSTRIES, INC.

(A Development Stage Company)

BALANCE SHEETS

(Audited)

The accompanying notes are an integral part of the financial statements.

F-4

LIFETECH INDUSTRIES, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Audited)


						Since
		Year Ended		Year Ended		Inception
		April, 30		April, 30		(December 30,
		2013		2012		2010) to
						April, 30,
						2013
Cash flows from operating activities
Net loss	$	(106,796)	$	(130,392)	$	(260,087)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		2,156		-		2,156
Changes in operating assets and liabilities:
Accounts payable		(2,642)		6,793		4,375
Deferred revenue		50,000		-		50,000
Accrued expenses		-		-		5,000
Net cash used in operating activities		(57,282)		(123,599)		(198,556)
Cash flows from investing activities
Website development cost		(12,600)		-2,92		(15,522)
Net cash used in investing activities		(12,600)		-2,92		(15,522)
Cash flows from financing activities
Advance from related party		63,745		97,644		172,678
Issuance of common stock for cash		-		20,000		45,000
Net cash flows provided by financing activities		63,745		117,664		217,678
Net increase (decrease) in cash		(6,137)		(8,857)		3,600
Cash- beginning of period		9,737		18,594		-
Cash- end of period	$	3,600	$	9,737	$	3,600
Supplemental non-cash information
Liabilities settled in stock	$	-	$	5000	$	5,000

The accompanying notes are an integral part of the financial statements.

F-5

LIFETECH INDUSTRIES, INC.

(A Development Stage Company)

Notes To Financial Statements

(Audited)

1. BUSINESS DESCRIPTION AND BASIS OF PRESENTATION

F-6

LIFETECH INDUSTRIES, INC.

(A Development Stage Company)

Notes To Financial Statements

(Audited)

BUSINESS DESCRIPTION AND BASIS OF PRESENTATION (CONT.)

The term of the New Agreements are for 10 years and shall automatically renew for 10 years unless both parties mutually agree not to renew 90 days before the end of the term.Effective December 2012 LifeTech Industries Inc. has signed an exclusive ten-country distribution agreement with SunPlex Limited.

The Company sells its products to wholesale distributors and directly to medical facilities, government agencies and schools. The distribution plan involves three phases. Revenue is recognized when evidence of an arrangement exists, pricing is fixed and determinable, collection is reasonably assured, and shipment has occurred. Payment is due on a net basis in 60 days. If the customer is deemed not credit worthy, payment in advance is required. Payments received in advance of when revenue is recognized are recorded as deferred revenue on the balance sheets and recognized as revenue when the goods are shipped and all other general revenue recognition criteria have been met. No revenue was realized till date.

Shipping and boating

Hotels and resorts

Hospitals and schools

Mining and drilling

Government and military

Spas and “well-being” facilities

Humanitarian organizations

Our air to water generation and filtration technology is currently patented in Taiwan and Japan.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company’s accounting policies used in the preparation of the accompanying financial statements conform to accounting principles generally accepted in the United States of America ("US GAAP") and have been consistently applied.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The most significant estimates

F-7

LIFETECH INDUSTRIES, INC.

(A Development Stage Company)

Notes To Financial Statements

(Audited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

include: revenue recognition; sales returns and other allowances; allowance for doubtful accounts; valuation of inventory; valuation and recoverability of long-lived assets; property and equipment; contingencies; and income taxes.

On a regular basis, management reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

Development Stage Company

The Company is a development stage company as defined in FASB ASC 915 “Development Stage Entities.” The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced. All losses accumulated since inception has been considered as part of the Company’s development stage activities.

Cash and cash equivalents

The Company includes in cash and cash equivalents all short-term, highly liquid investments that mature within three months of their acquisition date. Cash equivalents consist principally of investments in interest-bearing demand deposit accounts and liquidity funds with financial institutions and are stated at cost, which approximates fair value. For cash management purposes the company concentrates its cash holdings in an account at JP Morgan Chase Bank.

Foreign currency translation

The Company’s functional currency and its reporting currency is the United States Dollar.

Financial Instruments

Fair Value of Financial Instruments

The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale.

As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The three levels of the fair value hierarchy are described below:

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

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

F-8

LIFETECH INDUSTRIES, INC.

(A Development Stage Company)

Notes To Financial Statements

(Audited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Website development costs

Under the provisions of FASB-ASC Topic 350, the Company previously capitalized costs of design, configuration, coding, installation, and testing of the Company’s website up to its initial implementation. Costs will be amortized

to expense over an estimated useful life of three years using the straight-line method. Ongoing website post- implementation cost of operations, including training and application, are expensed as incurred. The Company evaluates the recoverability of website development costs in accordance with FASB-ASC Topic 350. As of the year ended April 30, 2013, management does not believe that there is a need for the impairment of costs incurred toward the development of its website.


	April
	2013	2012
Website development cost	$ 15,522	$ 2,922
Accumulated amortization	(2,156)	-
Total intangible assets	$ 13,366	$ 2,922

Income Taxes

Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

Basic and Diluted Loss per Share

The Company follows ASC Topic 260 to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

Revenue recognition

F-9

LIFETECH INDUSTRIES, INC.

(A Development Stage Company)

Notes To Financial Statements

(Audited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

We received consideration of $100,000 under the terms of the agreement. For the year ended April 30, 2013, we earned a total of $50,000 in revenue and as of April 30, 2013 accrued deferred revenue of $50,000 related to this agreement.

Effective December 2012 LifeTech Industries Inc. has signed an exclusive ten-country distribution agreement with SunPlex Limited. LifeTech and SunPlex have agreed to a 5 year distribution plan which involves three phases. The first phase is to obtain government approvals and endorsements for Airwell products. The second phase of SunPlex's plan is to distribute Airwell products to hospitals, schools and government offices throughout the designated countries in Africa, and work with government agencies to set up water depots in areas where accessing clean and fresh water is extremely difficult. The final phase of SunPlex's proposal aims to partner with commercial and residential developers-incorporating the Airwell machines in their developmental plans-to which early discussions have suggested strong interest.

Under the terms of the agreement, the project has the potential to bring sales of up to $75 Million or more over the course of 5 years. As of April 30, 2013 no revenue has been realized from the said distribution agreement.

Revenue is recognized when evidence of an arrangement exists, pricing is fixed and determinable, collection is reasonably assured, and shipment has occurred. Payment is due on a net basis in 60 days. If the customer is deemed not credit worthy, payment in advance is required. Payments received in advance of when revenue is recognized are recorded as deferred revenue on the balance sheets and recognized as revenue when the goods are shipped and all other general revenue recognition criteria have been met.

Recent accounting pronouncements

The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations, or cash flows of the Company.

3. GOING CONCERN

As of April 30, 2013, our company has accumulated losses of $260,087 since inception. Our company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending April 30, 2014. In response to these problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

4. COMMON STOCK

The authorized capital of the Company is 200,000,000 common shares with a par value of $0.0001 per share. On July 13, 2011, the Company authorized the issuance of 25,000,000 shares of common stock at $0.001 per share to Benjamin Chung, the former CEO. The Company relied on Section 4(2) of the Securities Act for this issuance.

F-10

LIFETECH INDUSTRIES, INC.

(A Development Stage Company)

Notes To Financial Statements

(Audited)

4. COMMON STOCK (CONT.)

In January 2011, the Officer of the Company contributed an amount of $100 for stock which had not yet been issued. This amount was classified as Stock Payable on the balance sheet. On July 13, 2011, when 25,000,000 shares of common stock were issued, this amount was reclassified to additional paid in capital.

On July 13, 2011, the Company issued 25,000,000 shares of common stock at $0.001 per share to Benjamin Chung, the former CEO for services of $5,000 and for cash of $20,000. The Company relied on Section 4(2) of the Securities Act for this issuance.

During the period between January 2011 and February 2011, the Company issued 25,000,000 shares of common stock under private placement agreements to various investors at $0.001 per share. The Company received a total of $24,900, net of proceeds.

As of April 30, 2013, 50,000,000 common shares are issued & outstanding.

5. RELATED PARTY TRANSACTIONS

As of April 30, 2013 and 2012, our Company was obligated to Benjamin Chung for an unsecured and non-interest bearing demand loan with a balance of $172,678 and $108,933, respectively.

On July 13, 2011, the Officer of the Company contributed an amount of $100 towards additional paid in capital.

6. INCOME TAXES

From the Company’s inception (December 31, 2010) through the year ended April 30, 2013, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. As of April 30, 2013 and 2012, the Company had approximately $260,087 and $153,291 of federal and state operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2031.

The components of the Company’s deferred tax asset are as follows:


	April
	2013	2012
Deferred tax assets:
Net operating loss carry forwards	91,030	53,652
Valuation allowance	(91,030)	(53,652)
Total deferred tax assets	$ -	$ -

The valuation allowance for deferred tax assets as of April 30, 2013 and 2012 was $91,030 and $53,652, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of April 30, 2013 and 2012, and recorded a full valuation allowance.

F-11

LIFETECH INDUSTRIES, INC.

(A Development Stage Company)

Notes To Financial Statements

(Audited)

6. INCOME TAXES (CONT.)

Reconciliation between the statutory rate and the effective tax rate is as follows at April 30:


	2013 & 2012

Federal statutory tax rate	(35.0)%
Permanent difference and other	35.0%

7. SUBSEQUENT EVENTS

On May 23, 2013, the Company received a resignation notice from Benjamin Chung from all of his positions with the Company, including President, CEO, Principal Executive Officer, CFO, Principal Accounting Officer, Secretary, Treasurer and as Director.

On May 23, 2013, the Company appointed Paul Rosenberg as its new President, CEO, Principal Executive Officer, CFO, Principal Accounting Officer, Secretary, Treasurer and as Director.

Mr. Rosenberg will serve as our Director and Officer until his duly elected successor is appointed or he resigns. There are no arrangements or understandings between Mr. Rosenberg and any other person pursuant to which he was selected as an officer and director. There are no family relationship between Mr. Rosenberg and any of our officers or directors. Mr. Rosenberg has not held any other directorships in a company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

F-12

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain and develop disclosure controls and procedures designed to ensure that information required to be disclosed in the reports filed with the SEC under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and financial officers. Under the new management team, as required by SEC Rule 15d-15(b), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive and our principal financial officer concluded that while we believe we have effective disclosure controls and procedures we will to continue to develop such controls and procedures to assure their effectiveness. The policies we have developed are instituted firm wide and management will require testing of these controls and procedures in the future. The management team will also provide guidance to employees to ensure clear understanding of the controls and procedures. The firm will utilize its technology to assist in the process of overseeing its business practices.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed 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 in the United States of America. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

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

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework as of the year ended April 30, 2013. Based on its evaluation, our management concluded that, as of April 30, 2013, our internal control over financial reporting was not effective because of limited staff and a need for a full-time chief financial officer. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to the attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

ITEM 9B.

OTHER INFORMATION

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

On May 23, 2013, the Company received a resignation notice from Benjamin Chung from all of his positions with the Company, including President, CEO, Principal Executive Officer, Treasurer, CFO, Principal Accounting Officer, Secretary, Treasurer and Director.

On May 23, 2013, the Company appointed Paul Rosenberg as its new President, CEO, Principal Executive Officer, Treasurer, CFO, Principal Accounting Officer, Secretary, Treasurer and as Director.

Business Experience

Benjamin Chung – former President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

From March 2006 to present, Mr. Chung has been the director of operations and owner of Spa Pura, a private company located in Glendale, California. He is directly involved in all aspects of founding and successful running of the business, including infrastructure design, construction, personnel recruitment, compliance, strategic planning, marketing, budgeting, client relations, etc. He also has extensive experience as a licensed real estate broker in the state of California. He holds a B.S. in Business/Economics from the University of California Los Angeles.

Paul Rosenberg - President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

Mr. Rosenberg is a serial entrepreneur and private investor focused on the technology space with experience in procurement, outsourcing, research, and manufacturing. Previous to Lifetech, Mr. Rosenberg focused on seed-stage venture capital for private and public companies.

Employment Agreements

We have no formal employments agreements in place.

Family Relationships

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

Involvement in Certain Legal Proceedings

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

1. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2. Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3. Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity

ii.

Engaging in any type of business practice; or

iii.

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4. Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any Federal or State securities or commodities law or regulation; or

ii.

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii.

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended April 30, 2013, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with.

Board and Committee Meetings

Our board of directors currently consists of Paul Rosenberg. The Board held no formal meetings during the year ended April 30, 2013. As the company develops a more comprehensive Board of Directors all proceedings will be conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Nomination Process

As of April 30, 2013, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.

Audit Committee

Currently the company is continuing to develop a comprehensive Board of Directors and does not have a specified Audit Committee. The company intends to appoint audit, compensation and other applicable committee members as it appoints individuals with pertinent expertise in 2013.

Audit Committee Financial Expert

Our board of directors does not have a member that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K.

ITEM 11.

EXECUTIVE COMPENSATION

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on April 30, 2013. As of April 30, 2013 there were 50,000,000 shares of our company’s common stock issued and outstanding.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended April 30, 2013, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year end for the last three completed fiscal years.

As of April 30, 2013, our Company was obligated to Benjamin Chung for a non-interest bearing demand loan with a balance of $172,678.

Director Independence

We have determined that we do not have any directors who are independent directors, as that term is used in Rule 4200(a) (15) of the Rules of National Association of Securities Dealers.

Currently we do not have audit, nominating or compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.

From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The aggregate fees billed for the most recently completed fiscal year ended April 30, 2013 and for fiscal year ended April 30, 2012 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:


	Year Ended
	April 30, 2013	April 30, 2012
Audit Fees	$14,110	$10,000
Audit Related Fees	-	-
Tax Fees	-	-
All Other Fees	-	-
Total	$14,110	$10,000

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements

(1) Financial statements for our company are listed in the index under Item 8 of this document

(2) All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.


Exhibit No.		Description
3.1		Articles of Incorporation
3.2		Bylaws
10.1		Joint Venture Agreement with Leadwill Corporation
10.2		Exclusive International Distributorship Agreement with Leadwill Corporation
10.3		Exclusive Technology License Agreement
10.4		Exclusive Distributorship Agreement with Epik Investments Limited
10.5		Joint Venture Agreement with LifeTech Japan Corporation
10.6		Exclusive Technology License Agreement with LifeTech Japan Corporation
10.7		Distributorship Partnership Agreement with SunPlex Limited
10.8		Debt Assignment, Consent and Release Agreement
10.9		Exclusive International Distributorship Agreement
99.1		Rule 13a-14(a) 15(d)-14(a) Certification of the Chief Executive Officer
99.2		Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

BY LAWS OF LIFETECH INDUSTRIES, INC.

ARTICLE I

MEETINGS OF THE SHAREHOLDERS

Shareholders' meetings shall be held at the principal office or place of business of this Corporation.

The annual meeting of the Shareholders of this Corporation shall be held at its principal office of the Corporation on the first day of April of each year, beginning with the year 2011, or any address duly noted in a proper notice delivered in accordance with these Bylaws, at which time the Shareholders of the Corporation shall elect, by ballot, a Board of Directors for the ensuing year, and the Shareholders shall transact any other business which properly comes before them.

Shareholders may conduct Shareholder meetings telephonically so long as proper notice is given as described herein and minutes of any such meeting specifically and explicitly state that said meeting was held telephonically.

A notice setting out the time and place of the annual meeting shall be mailed, postage prepaid, to each Shareholders of record, at the address that appears on the stock ledger of the Corporation, or if no address appears, at the last known place of address, at least ten (10) days and no more than (60) days prior to the annual meeting. Shareholder's may be noticed via an email account duly registered with the Secretary of the Company so long as confirmation of receipt from the Shareholder is received and recorded by the Secretary of the Company no later than eleven (11) days prior to the annual meeting.

Except as otherwise provided by Statute or the Articles of Incorporation, at all meetings of shareholders of the Corporation the presence at the commencement of such meetings, in person or by proxy, of shareholders of record holding a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote, but in no event less than one-third (1/3) of the shares entitled to vote at the meeting, shall constitute a quorum for the transaction of any business. If any shareholder leaves after the commencement of a meeting and the establishment of a quorum, such departure(s) shall have no effect on the existence of a quorum.

If a quorum is not present at the annual meeting, the Shareholders present in person or by proxy may adjourn to any future time as shall be agreed upon by them, and notice of the adjournment shall be mailed, postage prepaid, to each Shareholder at least five (5) days before the adjourned meeting; but if a quorum is present, they may adjourn from day to day as they see fit, and no notice of adjournment need be given.

Special meetings of the Shareholders shall be held at the same place as the annual meetings. These meetings may be called at any time by the President, any two Directors, or the holders of more than fifty percent (50%) of the shares of the capital stock of the Corporation. The Secretary shall mail a notice of the call for a special meeting of the Shareholders to each Shareholder of the Corporation, at least ten (10) days before the

Page 1 of 7

BY LAWS OF LIFETECH INDUSTRIES, INC.

meeting, and the notice shall state the time and place of the meeting and the object thereof. Shareholder's may be noticed via an email account duly registered with the Secretary of the Company so long as confirmation of receipt from the Shareholder is received and recorded by the Secretary of the Company no later than eleven (11) days prior to the annual meeting. No business shall be transacted at a special meeting except as stated in the notice sent to the Shareholders, unless by the unanimous consent of all Shareholders, either in person or by proxy, such that all stock is represented at the meeting.

Each Shareholder shall be entitled to one (1) vote for each share of Common Stock. There shall be no cumulative voting. Any holder of a duly issued preferred stock shall retain voting rights as set forth by the Board as it defines the specific series of stock. Each Shareholder stands in his or her own name on the books of the Corporation, whether represented in person or by proxy.

All Shareholders must duly register their electronic address with the Secretary of the Corporation to be kept with the share ledger of the Corporation by filing, in writing, authorization for the Corporation to give notice to the Shareholder of any and all Shareholder meetings in accordance with the Bylaws of the Corporation.

10.

All proxies shall be in writing and properly signed.

11.

The following order of business shall be observed at all annual and special meetings of the Shareholders so far as practicable:

1. Calling the roll.

2. Reading, correction and approval of minutes of previous meeting.

3. Reports of Officers.

4. Reports of committees.

5. Election of Directors.

6. Unfinished business.

7. New business.

Page 2 of 7

BY LAWS OF LIFETECH INDUSTRIES, INC.

ARTICLE II

STOCK

Certificates of stock shall be in a form adopted by the Board of Directors and shall be signed by the President or Vice President and the Secretary and be attested by the corporate seal.

All certificates shall be consecutively numbered. The name of the person owning the shares with the number of the shares and the date of issue shall be entered on the Corporation's books.

All certificates of stock transferred by endorsement on the certificate shall be surrendered for cancellation and new certificates issued to the purchaser or assignee.

Shares of stock shall be transferred only on the books of the Corporation by the holder in person, by an attorney or by a transfer agent approved by the Board of Directors in accordance with these Bylaws.

No certificate representing shares shall be issued until the full amount of consideration therefore has been paid, or until the full value of services rendered, payment in kind has been approved and authorized by the Board of Directors in accordance with these Bylaws.

The Corporation shall maintain a ledger of the stock records of the Corporation. Transfers of shares of the Corporation shall be made on the stock ledger of the Corporation only at the direction of the holder of record upon surrender of the outstanding certificate(s). The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

Page 3 of 7

BY LAWS OF LIFETECH INDUSTRIES, INC.

ARTICLE III

THE BOARD OF DIRECTORS

A Board of one (1) Director shall be chosen annually by the Shareholders at their annual meeting to manage the affairs of the Corporation. This number may be increased or decreased by amendment of these Bylaws, by the Shareholder's in accordance with these Bylaws or by unanimous consent of all Directors sitting at such time, but shall in no case be less than one (1) Director. The member(s) of the Board, who need not be shareholders, shall be elected by a majority of the votes cast at a meeting of shareholders entitled to vote in the election. The term of office for any elected Board member shall be one (1) year.

Vacancies in the Board of Directors due to death, increase in the number of Directors per Article III(1), resignation or other causes shall be filled by the remaining Directors choosing a Director to fill the unexpired term. Said Director need not be a Shareholder. In the event that no Directors remain, Officers of the Corporation shall assign, temporarily, a Shareholder of their choosing to the position of Director until such time that a Shareholder meeting shall nominate, second and vote upon at least one (1) Director from the shareholders.

Regular meetings of the Board of Directors shall be held on the second (2^nd) Tuesday of every third (3^rd) month, beginning on July 12, 2011 at the office of the Corporation, or at any other time and place as the Board of Directors shall by resolution designate.

Annual meetings of the Board of Directors shall be held at the principle offices of the Corporation, at a place to be determined no later than thirty (30) days prior to the annual meeting of the Board of Directors on the fifteenth (15^th) day of March each year beginning in 2011.

Special meetings may be called by the President or any two (2) Directors by giving five (5) days written notice to each Director delivered personally, by mail, courier or shipping Corporation; or by giving ten (10) days written notice via email if confirmation is received by the Secretary no later than six (6) days prior to the date of a special meeting. If mailed by U.S. Postal Service, such notice shall be deemed delivered upon deposit in the United States Mail with prepaid postage. If delivered through a third party delivery service, such notice shall be deemed delivered upon delivery to the third party or an agent thereof.

Any meeting, regular, annual, special or otherwise, may be conducted telephonically so long as proper notice is given as described herein and minutes of any such meeting specifically and explicitly state that said meeting was held telephonically. All members of the Board of Directors present at any such telephonic meeting shall sign the minutes. Minutes of telephonic meetings ONLY, may be signed in counterparts.

A majority of the Directors shall constitute a quorum. A majority of the Directors present at the time and place of any regular or special meeting, although less than a quorum, may

Page 4 of 7

BY LAWS OF LIFETECH INDUSTRIES, INC.

adjourn the same from time to time without notice, until a quorum shall be present.

The Directors shall have the general management and control of the business and affairs of the Corporation and shall exercise all the powers that may be exercised or performed by the Corporation, under the statutes, the Certificate of Incorporation, and the Bylaws.

No Director shall receive compensation for any duties performed as a member of the Board, except by unanimous consent of the Board of Directors. Any and all amounts of compensation shall be reasonable and in no way burdensome to the Corporation or a hindrance to the operations of the Corporation.

ARTICLE IV

OFFICERS

The Officers of this Corporation shall consist of a President, a Treasurer, a Secretary, and any other Officers as shall from time to time be chosen and appointed. Any Officer may be, but is not required to be, a member of the Board. All Officers of the Corporation shall be elected by the Board at a regular annual meeting or special meeting of the Board. Each Officer shall hold office for a term of one (1) year, to be automatically renewed, unless the Board takes action to terminate for cause at any regular, annual, or special meeting.

Any Officer may resign at any time by giving written notice of such resignation to the Secretary of the Corporation or to a member of the Board. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board member or by such Officer, and the acceptance of such resignation shall not be necessary to make it effective. Any Officer may be removed either with or without cause, and a successor elected by a majority vote of the Board at any duly noticed meeting of the Board.

A vacancy in any office may at any time be filled for the unexpired portion of the term by a majority vote of the Board at any duly noticed meeting of the Board.

The President shall preside at all meetings of the Directors and Shareholders and shall have general charge of the affairs of the Corporation subject to the Board of Directors.

The Secretary shall countersign all certificates of stock of the Corporation and keep a record of the minutes of the proceedings of meetings of Shareholders and Directors, and shall give notice as required in these Bylaws of all meetings. He or she shall have custody of all books, records, and papers of the Corporation, except those in the charge of the Treasurer or of some other person authorized to have custody and possession by a resolution of the Board of Directors.

The Treasurer shall keep accounts of all moneys of the Corporation received or disbursed, and shall deposit all money and valuables in the name of and to the credit of the Corporation in the banks and depositories as the Board of Directors shall designate.

Page 5 of 7

BY LAWS OF LIFETECH INDUSTRIES, INC.

The duties of all other Officer positions shall be enumerated and defined through an employment contract duly incorporated by a resolution of the Board or by a resolution of the Board alone. Before an Officer position is created, any motion to create a new position shall be accompanied by a draft employment contract that shall establish the parameters, terms, duties, obligations and benefits of the Officer position or by a resolution of the Board establishing the same.

The salaries of all Officers shall be fixed by the Board of Directors, and may be changed from time to time by a majority vote of the Board at any duly noticed meeting of the Board and shall be memorialized in duly executed employment contracts.

ARTICLE V

THE SEAL

The corporate seal of this Corporation shall be a circular seal with the name of the Corporation around the border and the year of incorporation in the center.

ARTICLE VI

AMENDMENTS

Any of these Bylaws may be amended by majority vote of the Shareholders at any annual meeting, or at any special meeting called for the purpose of voting on said amendments to the Bylaws.

The Board of Directors may adopt additional Bylaws in harmony with, but shall not alter or repeal any Bylaws adopted by the Shareholders of the Corporation.

ARTICLE VII

INDEMNIFICATION

Any Officer, Director or employee of the Corporation shall be indemnified to the fullest extent allowed by the laws of the State of Nevada by the Corporation.

ARTICLE VIII

ELECTRONIC COMMUNICATIONS

Notwithstanding, any and all proceeding provisions of these by-laws, where practicable and in the view of the Board of Directors, and or Officers; whose determination shall be final and unappealable; desirable, any and all procedures taken in accordance with these By-Laws may be undertaken in an entirely electronic/telephonic format, including but not limited to notices, meetings, voting, mailing, proxies, writings, signings, etc.

The limitation of the Corporation to Act via electronic means, shall be limited only by the requirements of state and federal law.

To enhance the effectiveness of this Article, all shareholders shall be required to register an electronic address (email or other form of electronic communication system) to which

Page 6 of 7

BY LAWS OF LIFETECH INDUSTRIES, INC.

communications can be sent, and shall notify the corporation upon change of said electronic address. Shareholders shall be notified of this provision prior to holding shares, and delivery of any communications to the registered electronic address shall be considered effective unless otherwise limited by force of law.

Certified to be the Bylaws of the Corporation adopted by the Board of Directors on this 19^th day of January 2011.

/s/ Benjamin Chung

Benjamin Chung, CEO

Page 7 of 7


[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended		April 30, 2013
[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from		[ ] to [ ]
Commission file number		333-175941


Nevada		27-4439285
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


800 Bellevue Way NE, Suite 400, Bellevue, Washington		98004
(Address of principal executive offices)		(Zip Code)
Registrant's telephone number, including area code:		425-462-4219


Title of Each Class		Name of Each Exchange On Which Registered
N/A		N/A


Common Stock, $0.0001 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.
						Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
						Yes ¨ No x


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 last 90 days.
						Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 registration statement was required to submit and post such files).
					Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of 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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company		x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
						Yes ¨ No x
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date. The number of shares outstanding of each of the issuer’s classes of common equity as of July 19, 2013 was 50,000,000.


Working Capital
		As at April 30, 2013	As at April 30, 2012	Change
Current Assets	$	3,600	9,737	(6,137)
Current Liabilities	$	227,053	115,950	(111,103)
Working Capital	$	(223,453)	(106,213)	(117,240)


Cash Flows
		Year Ended April 30, 2013	Year Ended April 30, 2012	Since inception (December 30, 2010) to April 30, 2013
Net Cash Used in Operating Activities	$	(57,282)	(123,599)	(198,556)
Net Cash Used by Investing Activities	$	(12,600)	(2,922)	(15,522)
Net Cash Provided by (Used In) Financing Activities	$	63,745	117,664	217,678
Net Increase (Decrease) in Cash During the Period	$	(6,137)	(8,857)	3,600


		April 30,		April 30,
		2013		2012
ASSETS
Current assets:
Cash and cash equivalents	$	3,600	$	9,737
Total current assets		3,600		9,737
Intangible asset, net		13,366		2,922

Total assets	$	16,966	$	12,659
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	4,375	$	7,017
Deferred revenue		50,000		—
Due to related party		172,678		108,933

Total liabilities		227,053		115,950
STOCKHOLDERS’ DEFICIT
Common stock, $0.0001 par value per share, 200,000,000 shares authorized, 50,000,000 shares issued and outstanding		5,000		5,000
Additional paid-in capital		45,000		45,000
Accumulated deficit during development stage		(260,087)		(153,291)
Total stockholders' deficit		(210,087)		(103,291)
Total liabilities and stockholders' deficit	$	16,966	$	12,659


						Since Inception
						(December 30,
		Year ended		Year ended		2010) to
		April 30,		April 30,		April 30,
		2013		2012		2013

Revenue	$	50,000	$	-	$	50,000
Gross profit		50,000		-		50,000
Operating expenses
Amortization expense		2,156		-		2,156
Professional fees		30,402		62,964		93,366
Travel expenses		88,064		26,235		114,299
General and administrative expenses		36,174		41,193		100,266
Total operating expenses		156,796		130,392		310,087
Net loss	$	-106,796	$	-130,392	$	-260,087
Basic loss per share	$	(0.00)	$	(0.00)
Weighted average shares of common stock outstanding - basic		50,000,000		43,363,636


	Common					Additional		Stock		Deficit		Total
										Accumulated		Stockholders'
	Shares					Paid-in		Payable		During		Equity
	Outstanding			Amount		Capital				Development
										Stage		(Deficit)
Inception, December 30, 2010		-	$	-	$	-	$	-	$	-	$	-

Cash received in January 2011 for stock to be issued		-		-		-		100		-		100

Issue common stock – January and February 2011, net of proceeds		25,000,000		2,500		22,400		-		-		24,900

Net loss										(22,899)		(22,899)
		25,000,000
Balance, April 30, 2011				2,500		22,400		100		(22,899)		2,101

Contribution to capital July 2011		-		-		100		(100)		-		-
								-		-
Issue common stock for cash and services – July 2011		25,000,000		2,500		22,500		-		-		25,000

Net loss										(130,392)		(130,392)

Balance, April 30, 2012		50,000,000		5,000		45,000		-		(153,291)		(103,291)

Net loss										(106,796)		(106,796)

Balance, April 30, 2013		50,000,000		5,000		45,000		-		(260,087)		(210,087)


Name	Position Held with the Company	Age	Date First Elected or Appointed
Paul Rosenberg	Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director	44	May 23, 2013
Benjamin Chung	Former Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director	36	December 30, 2010


SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensa-tion ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensa-tion ($)	Total ($)
Benjamin Chung⁽¹⁾ Chief Executive Officer, Chief Financial Officer, President, Treasurer and Director	2013 2012 2011 2010	0 N/A	0 N/A	0 N/A	0 N/A	0 N/A	0 N/A	0 N/A	0 N/A


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class⁽¹⁾
Benjamin Chung 4081 W. 8^th Street, Los Angeles, CA 90005	25,000,000 common shares	50.0%


		LIFETECH INDUSTRIES INC.
		(Registrant)
Dated: March 20, 2014		/s/ Paul Rosenberg
		Paul Rosenberg
		President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Director
		(Principal Executive Officer)

6. Income Taxes (Details) (USD $)	Apr. 30, 2013	Apr. 30, 2012
Details
Operating Loss Carryforwards	$ 260,087	$ 153,291

1. Business Description and Basis of Presentation (Details)	12 Months Ended
	Apr. 30, 2013
Details
Entity Incorporation, State Country Name	Nevada
Entity Incorporation, Date of Incorporation	Dec. 30, 2010
Percentage of cost paid above wholesale costs for products under agreement	12.00%
Percentage of net profit required to pay manufacturer under agreement	10.00%
Percentage of net sales revenue required to pay as royalty under agreement	10.00%
Percentage of voting shares manufacturer requires to tranfer under agreement	20.00%
Percentage of voting shares transferred to manufacturer under agreement	10.00%
New agreement term	10 years
New agreement, automatic renewal period	10 years
Minimum days required before renewal of agreement term	90 days
Water production	30

2. Summary of Significant Accounting Policies: Revenue Recognition (Details) (USD $)	12 Months Ended	28 Months Ended	1 Months Ended	12 Months Ended
	Apr. 30, 2013	Apr. 30, 2013	May 31, 2012 Epik Investments Limited	Apr. 30, 2013 Epik Investments Limited	Apr. 30, 2013 SunPlex Limited
Period of distribution rights			2 years
Consideration received under terms of agreement			$ 100,000
Revenue, net	50,000	50,000		50,000	0
Deferred Revenue				$ 50,000

3. Going Concern (Details) (USD $)	Apr. 30, 2013
Details
Accumulated Other Comprehensive Income (Loss), Net of Tax	$ 260,087

5. Related Party Transactions (Details) (USD $)	Apr. 30, 2013	Apr. 30, 2012	Jul. 13, 2011
Details
Due to Officers or Stockholders, Current	$ 172,678	$ 108,933
Additional Paid in Capital, Common Stock			$ 100

Balance Sheets (audited) (USD $)	Apr. 30, 2013	Apr. 30, 2012
Current assets:
Cash and cash equivalents	$ 3,600	$ 9,737
Total current assets	3,600	9,737
Intangible asset, net	13,366	2,922
Total assets	16,966	12,659
Current liabilities:
Accounts payable	4,375	7,017
Deferred revenue	50,000
Due to related party	172,678	108,933
Total current liabilities	227,053	115,950
Stockholders' deficit
Common stock	5,000	5,000
Additional paid-in capital	45,000	45,000
Accumulated deficit during development stage	(260,087)	(153,291)
Total stockholders' deficit	(210,087)	(103,291)
Total Liabilities and Stockholders' Equity (Deficit)	$ 16,966	$ 12,659

6. Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Apr. 30, 2013
Details
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	(35.00%)
Reconciliation between the statutory rate and the effective tax rate, Permanent difference and other	35.00%

Balance Sheets - Parenthetical (audited) (USD $)	Apr. 30, 2013	Apr. 30, 2012
Statement of Financial Position
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized	200,000,000	200,000,000
Common stock, issued	50,000,000	50,000,000
Common stock, outstanding	50,000,000	50,000,000

Document and Entity Information (USD $)	12 Months Ended
Document and Entity Information (USD $)	Apr. 30, 2013	Jul. 19, 2013
Document And Entity Information
Entity Registrant Name	mCig, Inc.
Entity Central Index Key	0001525852
Document Type	10-K
Document Period End Date	Apr. 30, 2013
Amendment Flag	false
Current Fiscal Year End Date	--04-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float	$ 0
Entity Common Stock, Shares Outstanding		50,000,000
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2013
Entity Incorporation, State Country Name	Nevada
Entity Incorporation, Date of Incorporation	Dec. 30, 2010

Statement of Operations (audited) (USD $)	12 Months Ended		28 Months Ended
Statement of Operations (audited) (USD $)	Apr. 30, 2013	Apr. 30, 2012	Apr. 30, 2013
Income Statement
Revenue, net	$ 50,000		$ 50,000
Gross profit	50,000		50,000
Operating Expenses
Amortization expense	2,156		2,156
Professional fees	30,402	62,964	93,366
Travel expenses	88,064	26,235	114,299
General and administrative expenses	36,174	41,193	100,266
Total operating expenses	156,796	130,392	310,087
Net loss	$ (106,796)	$ (130,392)	$ (260,087)
Basic loss per share	$ 0.00	$ 0.00
Weighted Average Shares of Common Stock Outstanding, Basic	50,000,000	43,363,636

6. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) (USD $)	Apr. 30, 2013	Apr. 30, 2012
Details
Deferred Tax Assets, Operating Loss Carryforwards	$ 91,030	$ 53,652
Deferred Tax Assets, Valuation Allowance	(91,030)	(53,652)
Deferred Tax Assets, Net of Valuation Allowance	$ 0	$ 0

Statement of Cash Flows (audited) (USD $)	12 Months Ended		28 Months Ended
Statement of Cash Flows (audited) (USD $)	Apr. 30, 2013	Apr. 30, 2012	Apr. 30, 2013
Cash flows from operating activities
Net loss	$ (106,796)	$ (130,392)	$ (260,087)
Adjusments to reconcile net loss to net cash used in operating activities:
Amortization	2,156		2,156
Changes in operating assets and liabilities:
Accounts payable	(2,642)	6,793	4,375
Deferred revenue	50,000		50,000
Accrued expenses			5,000
Net cash used in operating activities	(57,282)	(123,599)	(198,556)
Cash flows from investing activities
Website development costs	(12,600)	(2,922)	(15,522)
Net cash used in investing activities	(12,600)	(2,922)	(15,522)
Cash flows from financing activities
Advance from related party	63,745	97,644	172,678
Issuance of common stock for cash		20,000	45,000
Net cash flows provided by financing activities:	63,745	117,664	217,678
Net increase (decrease) in cash	(6,137)	(8,857)	3,600
Cash - beginning of period	9,737	18,594
Cash - end of period	3,600	9,737	3,600
Supplemental non-cash information
Liabilities settled in stock		$ 5,000	$ 5,000