10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1) 

(Mark One)

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

For the year ended September 30, 2017

or

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

NULIFE SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Commission file number: 333-193220

Nevada	46-3876675
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2618 San Miguel, Suite 203, Newport Beach, CA 92660	92660
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:

(949) 973-0684

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

Title of each class	Name of each exchange on which registered
None	None

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

Common Stock, par value $0.001 per share

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

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

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

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)

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

As of March 31, 2017 (last business day of the registrants most recently completed second fiscal quarter), the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was approximately $5,301,480..

As of February 15, 2018, there were 40,504,391 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the registrant’s Annual Report on Form 10-K for the year ended September 30, 2017, filed with the Securities and Exchange Commission on February 20, 2018 (the “Form 10-K”), is to furnish Exhibit 101 to the Form 10-K. No other changes have been made to the Form 10-K. This Amendment No. 1 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.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NULIFE SCIENCES, INC.
Date: March 16, 2018	By:	/s/ Fred S. Luke
		Fred S. Luke
		President (Principal Executive Officer)

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.  

Signature	Title	Date
/s/ Fred Luke	President	March 16, 2018
Fred Luke
/s/ Sean Clark	Chief Financial Officer, Secretary	March 16, 2018
Sean Clarke	and Sole Director

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Document and Entity Information - USD ($)	12 Months Ended
	Sep. 30, 2017	Feb. 15, 2018	Mar. 31, 2017
Document And Entity Information
Entity Registrant Name	NuLife Sciences, Inc.
Entity Central Index Key	0001592603
Document Type	10-K/A
Document Period End Date	Sep. 30, 2017
Amendment Flag	true
Current Fiscal Year End Date	--09-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	No
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 5,301,480
Entity Common Stock, Shares Outstanding		40,504,391
Amendment Description	This amendment is for the sole purpose of filing the XBRL financial report.
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2017

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Consolidated Balance Sheets - USD ($)	Sep. 30, 2017	Sep. 30, 2016
CURRENT ASSETS:
Cash	$ 44,123	$ 1,086
Prepaid expenses	5,000	0
Advances receivable	1,090	0
Note receivable	0	25,241
Total Current Assets	50,213	26,327
Security deposit	4,871	0
TOTAL ASSETS	55,084	26,327
CURRENT LIABILITIES:
Accrued expenses	633,689	448,859
Due to related parties	84,500	65,000
Accrued interest	36,508	22,885
Notes payable	99,500	99,500
Convertible note, current portion, net	58,432	0
TOTAL CURRENT LIABILITIES	912,629	636,244
Convertible notes, net	23,027	8,545
Derivative liability	231,733	169,221
TOTAL LONG TERM LIABILITIES	254,760	177,766
TOTAL LIABILITIES	1,167,389	814,010
STOCKHOLDERS’ DEFICIT:
Common stock	37,797	31,086
Additional paid in capital	5,445,385	392,739
Accumulated deficit	(6,605,605)	(1,211,508)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	(1,112,305)	(787,683)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	55,084	26,327
Series A Preferred Stock
STOCKHOLDERS’ DEFICIT:
Preferred stock	118	0
Series B Preferred Stock
STOCKHOLDERS’ DEFICIT:
Preferred stock	$ 10,000	$ 0

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Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2017	Sep. 30, 2016
Common Stock; Par Value	$ 0.0001	$ 0.0001
Common Stock; Shares Authorized	475,000,000	475,000,000
Common Stock; Shares Issued	37,797,238	31,085,800
Common Stock; Shares Outstanding	37,797,238	31,085,800
Series A Preferred Stock
Preferred stock; Par Value	$ 0.001	$ 0.001
Preferred stock; Shares Authorized	15,000,000	15,000,000
Preferred stock; Shares Issued	17,500	0
Preferred stock; Shares Outstanding	17,500	0
Series B Preferred Stock
Preferred stock; Par Value	$ 0.001	$ 0.001
Preferred stock; Shares Authorized	10,000,000	10,000,000
Preferred stock; Shares Issued	10,000,000	10,000,000
Preferred stock; Shares Outstanding	10,000,000	10,000,000

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Consolidated Statements of Operations - USD ($)	12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Income Statement [Abstract]
Revenue	$ 0	$ 0
Cost of sales	0	0
Gross Profit	0	0
Operating expense:
General and administrative expenses	(3,617,740)	(256,164)
Related party compensation	(602,883)	(215,098)
Total operating expense	(4,220,623)	(471,262)
Loss from operations	(4,220,623)	(471,262)
Interest expense	(777,331)	(21,280)
Interest income	667	2,469
Loss on debt settlement	(98,827)	0
Loss on debt extinguishment	211,967	0
Loss on change in fair value of derivative and derivative expense	(86,016)	(69,196)
Loss before provision for income tax	(5,394,097)	(559,269)
Net loss	$ (5,394,097)	$ (559,269)
Basic and diluted loss per share	$ (0.17)	$ (0.01)
Weighted average common shares outstanding – basic and diluted	32,347,556	30,740,595

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Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$ (5,394,097)	$ (559,269)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount	115,968	8,545
Amortization of debt discount due to beneficial conversion feature	612,516	0
Loss on change in fair value of derivative and derivative expense	86,016	69,196
Loss on settlement of liabilities with stock	98,827	0
Loss on debt extinguishment	211,967	0
Stock-based compensation expense	2,967,459	43,098
Initial debt discount valuation	(160,500)	0
Initial derivative liability valuation	147,500	0
Bad debt on note receivable	25,904	0
Change in operating assets and liabilities:
Prepaid expenses	(5,000)	3,165
Note receivable	(663)	(25,000)
Interest receivable	0	(241)
Advances receivable	(1,090)	0
Security deposit	(4,871)	0
Accounts payable and accrued expenses	261,753	156,015
Due to related party	72,000	166,200
Accrued interest payable	48,848	12,717
Net Cash Used in Operating Activities	(917,463)	(125,574)
CASH FLOW FROM FINANCING ACTIVITIES:
Loan proceeds	0	74,500
Proceeds from the issuance of convertible notes	960,500	50,000
Net Cash Provided by Financing Activities	960,500	124,500
CHANGE IN CASH	43,037	(1,074)
CASH AT BEGINNING OF PERIOD	1,086	2,160
CASH AT END OF PERIOD	44,123	1,086
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest	0	0
Income taxes	0	0
Non-cash investing and financing activities:
Note payable reissued as convertible debt	0	50,025
Derivative liability	147,500	194,620
Shares issued for convertible debt principal and interest	740,250	0
Derivative liability written off due to conversion of related debt	171,004	0
Shares issued for payment of accounts payable	76,923	0
Shares issued for payment of related party debt	52,500	0
Initial valuation of beneficial conversion feature	$ 750,545	$ 0

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Consolidated Statement of Changes in Stockholders' Equity - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, Shares at Sep. 30, 2015		30,385,800
Beginning balance, Amount at Sep. 30, 2015		$ 30,386	$ 132,439	$ (652,239)	$ 271,512
Shares to be issued for services, Shares		700,000
Shares to be issued for services, Amount		$ 700	260,300		43,098
Beneficial conversion feature					0
Loss on Debt Extinguish					0
Net loss				(559,269)	(559,269)
Ending balance, Shares at Sep. 30, 2016		31,085,800
Ending balance, Amount at Sep. 30, 2016		$ 31,086	392,739	(1,211,508)	(787,683)
Shares to be issued for services, Shares	55,000
Shares to be issued for services, Amount	$ 55
Series B Shares issued for services, Shares	10,000,000
Series B Shares issued for services, Amount	$ 10,000		2,503,695		2,513,750
Series A Shares issued for accounts payable, Shares	55,000
Series A Shares issued for accounts payable, Amount	$ 55
Series A Shares issued for related party payable, Shares	7,500
Series A Shares issued for related party payable, Amount	$ 8		52,492		52,500
Shares issued for accounts payable, Shares		300,000
Shares issued for accounts payable, Amount		$ 300	175,395		175,750
Shares issued for conversion of principal and interest, Shares		6,411,438
Shares issued for conversion of principal and interest, Amount		$ 6,411	904,843		911,254
Value of options issued for services			308,909		308,909
Value of warrants issued for services			144,800		144,800
Beneficial conversion feature			750,545		750,545
Loss on Debt Extinguish			211,967		211,967
Net loss				(5,394,097)	(5,394,097)
Ending balance, Shares at Sep. 30, 2017	10,117,500	37,797,238
Ending balance, Amount at Sep. 30, 2017	$ 10,118	$ 37,797	$ 5,445,385	$ (6,605,605)	$ (1,112,305)

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NOTE 1 - ORGANIZATION

12 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

NOTE 1 - ORGANIZATION

NOTE 1 - ORGANIZATION

NuLife Sciences Inc., formerly SmooFi, Inc. (the "Company") was incorporated under the laws of the State of Nevada on October 15, 2013. The Company issued 7,250,000 shares of its common stock to our founder, Derek Cahill, as consideration for the purchase of a business plan along with a website. On April 21, 2015, the Board of Directors of the Company approved a three-for-one forward stock split of the Company's common stock (the “Forward Split”). Accordingly, shareholders owning shares of the Company's common stock received two additional shares of the Company for each share they owned, and Mr. Cahill’s 7,250,000 shares became 21,750,000 shares. Prior to the Forward Split the Company had 10,128,600 shares issued and outstanding and following the Forward Split the Company has 31,085,800 shares issued and outstanding.  

During our fiscal year ended September 30, 2017, the Company formed three subsidiaries in the state of Nevada and one in the state of Wyoming: NuLife BioMed, Inc (“NuLife BioMed”), NuLife Technologies, Inc. (”NuLife Technologies”) and NuLife Medical Inc, (“NuLife Medical”), and NuLife Oncology LLC, a Wyoming Limited Liability Company (“NuLife Oncology”).

On January 29, 2017, the Company announced the completion of an Asset Purchase Agreement to acquire all of the assets (the “Asset Purchase”) of GandTex LLC, a Texas Limited Liability Company (“GandTex”). GandTex is a biomedical company focused on advancing human organ transplant technology and medical research. The assets being transferred pursuant to the Asset Purchase consisted of certain proprietary patents for eliminating the need for an organ or tissue match, and the necessity for anti-rejection drugs, as well as management of, and historical data for, animal trials (“Animal Trials”) conducted by GandTex(collectively, the “GandTex Assets”). Pursuant to the terms of the Asset Purchase, and upon achieving certain pro-forma goals, the Company agreed to provide additional funding for the Trials in the aggregate amount of $300,000. In exchange for the GandTex Assets, the Company issued to GandTex 10,000,000 shares of its Series B Convertible Preferred Stock. GandTex is owned and controlled by a single individual Managing Member who beneficially owns 70% of GandTex. The Asset Purchase was approved by a majority of the Company’s disinterested directors. The Asset Purchase was amended by an Addendum to the Asset Purchase Agreement effective July 11, 2017, and subsequently restructured so as to perfect ownership of the GandTex Assets by way of the GandTex Restructuring Agreements effective July 27, 2017 between GandTex and Duplitrans Inc. (“Duplitrans”), and as to certain of the agreements, the Company. The Company later terminated the Asset Purchase and the GandTex Restructuring Agreements in an unwinding of the Asset Purchase involving the full return of the 10,000,000 shares of the Company’s Series B Convertible Preferred Stock in exchange for a full release of any and all claims that Duplitrans or GandTex may have had against the Company, and the transfer of all of the GandTex Assets to Duplitrans, and we entered into a Memorandum of Understanding with NuGenesis, a new entity being formed by certain shareholders of Duplitrans, with the intent to continue the development of the NuLife Process in concert with NuGenesis. Refer to NOTE 14 – SUBSEQUENT EVENTS.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company's financial statements are prepared using the accrual method of accounting. The Company elected a September 30 fiscal year-end. These financial statements present the consolidated financial statements of NuLife Sciences, Inc. and its two wholly owned subsidiaries, NuLife Biomed, NuLife Technologies, an NuLife Medical, along with NuLife Oncology, of which NuLife Technologies is the Managing Member.

NuLife Technologies, Inc., NuLife Medical and NuLife Oncology were all inactive at September and remain inactive as of the date of this report.

Cash Equivalents

For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company does not have any cash equivalent as of September 30, 2017 and 2016.

Stock-based Compensation

The Company follows ASC 718-10, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company adopted a Non-Qualified Incentive Stock Compensation Plan pursuant to which the Company is reserving seven million (7,000,000) shares of Common Stock for issuance for services and the exercise of stock options. As of September 30, 2017 the Company has issued three Stock Options. one for One Million Five Hundred Thousand (1,500,000) shares to its President, Fred G. Luke, one for One Million Five Hundred Thousand (1,500,000) shares to its former CEO, John Hollister, and one for One Hundred Twenty Thousand (120,000) shares to its Director of Research, Youxue Wang, MD. Nonemployee share-based payments are measured at fair value, based on either the fair value of the equity instrument issued or on the fair value of the services received. We determine the fair value of common stock grants based on the price of the common stock on the measurement date (which is the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, if there are sufficient disincentives to ensure performance, or the date at which the counterparty's performance is complete). We determine the fair value of preferred stock grants based on the price of the preferred stock as potentially converted into common stock and based on the underlying common stock on the measurement date (which is the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, if there are sufficient disincentives to ensure performance, or the date at which the counterparty's performance is complete).

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company has adopted the provisions of ASC 260.

Management makes estimates that affect certain accounts including, deferred income tax, accrued expenses, fair value of equity instruments and reserves for any other commitments or contingencies. Any adjustments applied to estimates are recognized in the year in which such adjustments are determined.

Loss per Share

The basic loss per share is calculated by dividing the Company's net loss available to common shareholders by the weighted average number of common shares during the year. The diluted loss per share is calculated by dividing the Company's net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted loss per share are the same as basic earnings loss per share due to the lack of dilutive items in the Company.

Fair Value Measurements and Disclosures

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2017 and 2016. The respective carrying value of certain on-balance-sheet financial instruments, approximate their fair values. These financial instruments include cash, accounts receivable, accounts payable, accrued expenses and notes payable. Fair values were assumed to approximate carrying values for these financial instruments because they are short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.

The Company uses fair value measurements under the three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure for fair value measures. The three levels are defined as follows:

• Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

• Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

• Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

	Fair Value Measurements  Using Fair Value Hierarchy
	Level 1		Level 2		Level 3
Convertible notes (net of discount) – September 30, 2017	$	—	$	—	$	81,459
Convertible notes (net of discount) – September 30, 2016	$	—	$	—	$	8,545
Derivative liability – September 30, 2017	$	—	$	—	$	231,733
Derivative liability – September 30, 2016	$	—	$	—	$	169,221

The following table provides a summary of the changes in fair value of the Company’s Convertible Promissory Notes, which are both Level 3 liabilities as of September 30, 2017:

Balance at September 30, 2016	$	8,545
Issuance of notes		960,500
Debt discount on convertible notes		(160,500	)
Accretion of debt discount		115,968
Debt discount on convertible notes due to beneficial conversion feature		(750,545	)
Accretion of debt discount due to beneficial conversion feature		612,516
Conversion of principal into shares of common stock		(705,025	)
Balance September 30, 2017	$	81,459

The Company determined the value of its convertible notes using a market interest rate and the value of the derivative liability issued at the time of the transaction less the accretion. There is no active market for the debt and the value was based on the delayed payment terms in addition to other facts and circumstances at the end of September 30, 2017 and 2016.

The Company determined the value of warrants issued to a consultant using the Black-Scholes Model. There is no active market for the warrants and the value was based on the warrant terms in addition to other facts and circumstances at the end of September 30, 2017 and 2016.

Derivative Financial Instruments

The Company evaluates our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based financial instruments, the Company uses the Black-Scholes-Merton pricing model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instruments that become subject to reclassification are reclassified at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not settlement of the derivative instrument is expected within 12 months of the balance sheet date. 

The Company estimates the fair value of these instruments using the Black-Scholes option pricing model and the intrinsic value if the convertible notes are due on demand.

We have determined that certain convertible debt instruments outstanding as of the date of these financial statements include an exercise price “reset” adjustment that qualifies as derivative financial instruments under the provisions of ASC 815-40, Derivatives and Hedging - Contracts in an Entity’s Own Stock (“ASC 815-40”). Certain of the convertible debentures have a variable exercise price, thus are convertible into an indeterminate number of shares for which we cannot determine if we have sufficient authorized shares to settle the transaction with. Accordingly, the embedded conversion option is a derivative liability and is marked to market through earnings at the end of each reporting period. Any change in fair value during the period recorded in earnings as “Other income (expense) - gain (loss) on change in derivative liabilities.” Please refer to Note 8 below.

Business Combinations

The Company uses its best estimates and assumptions to accurately assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially established in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations.

Income Taxes

Income taxes are provided in accordance with ASC 740, Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

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 adjusted for the effects of changes in tax laws and rates on the date of enactment.

No provision was made for Federal or State income taxes.

Advertising

Advertising will be expensed in the period in which it is incurred. There have been no advertising expenses for the reporting periods presented.

Intangible Assets

Intangible assets with finite lives are amortized over their estimated useful life. The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization period. The Company tests its intangible assets with finite lives for potential impairment whenever management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset's useful life and the impact of an event or circumstance on either an asset's useful life or carrying value involve significant judgment.

Research and Development

Research is planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service (hereinafter “product”) or a new process or technique (hereinafter “process”) or in bringing about a significant improvement to an existing product or process. Development is the translation of research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or use. It includes the conceptual formulation, design, and testing of product alternatives, construction of prototypes, and operation of pilot plants. It does not include routine or periodic alterations to existing products, production lines, manufacturing processes, and other on-going operations even though those alterations may represent improvements and it does not include market research or market testing activities. Per ASC 730, the Company expenses research and development cost as incurred.

Reclassification

In order to present comparable financial sheets, accrued expenses and due to related parties related to officers no longer associated with the Company were reclassified as of September 30, 2016. This reclassification did not affect the amount of liabilities in total.

Recently Issued Accounting Pronouncements

In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements — Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern". Continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. Currently, there is no guidance under U.S. GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management's plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The Company has adopted this new standard.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves accounting for the lessor largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. The Company is currently evaluating the impact of this new standard on its consolidated financial statements.

In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. The Company has adopted this new standard.

In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. This guidance will be effective for the Company in the first fiscal quarter of 2018 on a prospective basis, and early adoption is permitted. The Company does not expect the standard to have a material impact on our consolidated financial statements.

In July 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2017-11 (“ASU 2017-11”) which changes the accounting for equity instruments that include a down round feature.  For public entities, this update is effective for fiscal years beginning after December 15, 2018, and interim periods within those years.  Early adoption is permitted.  The Company does not anticipate the adoption of this amendment will have an impact on the consolidated financial statements and related disclosures as the Company does not have any related equity instruments.

The Company reviewed all recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and they did not or are not believed by management to have a material impact on the Company's present or future financial statements.

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NOTE 3 - GOING CONCERN

12 Months Ended

Sep. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NOTE 3 - GOING CONCERN

NOTE 3 - GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. For the year ended September 30, 2017, the Company had a net loss of $5,394,097. As of September 30, 2017, the Company had a working capital deficit of $862,416 and an accumulated deficit of $6,605,605. The Company does not have a source of revenue and does not anticipate having one in the near future. Without additional capital, the Company will not be able to remain in business within the next twelve months.

These factors raise a substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

Management has plans to address the Company’s financial situation as follows:

In the near term, management plans to continue to focus on raising the funds necessary to implement the Company’s business plan. Management will continue to seek out debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders will advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raise doubts about the Company’s ability to continue as a going concern.

In the long term, management believes that the Company’s projects and initiatives will be successful and will provide cash flow to the Company, which will be used to finance the Company’s future growth. However, there can be no assurances that the Company’s planned activities will be successful, or that the Company will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations. Substantial doubt has not been alleviated from management’s plan at this time.

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NOTE 4 - NOTES RECEIVABLE

12 Months Ended

Sep. 30, 2017

Receivables [Abstract]

NOTE 4 - NOTES RECEIVABLE

NOTE 4 - NOTES RECEIVABLE

On January 15, 2016, the Company entered into a secured promissory note in the amount of $46,400 to advance funds to the sellers of certain farm property in Colorado the Company was seeking to purchase. On September 30, 2016, the Company determined this note to no longer be collectible. As such, the balance of the note and accrued interest in the amount of $46,400 and $2,228, respectively, was written off and included in operating expense for the year ended September 30, 2016.

On August 17, 2016, the Company entered into a secured promissory note in the amount of $25,000 issued to James Gandy to provide funds to Mr. Gandy to assist in the collection of records in the US and in Ecuador related to the GandTex Assets, as referenced in Note 1. On January 29, 2017, the note’s collectability was deemed doubtful. The principal amount of the note at the time was $25,000 with accrued interest in the amount of $904, was written off and included in operating expense for the year ended September 30, 2017.

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NOTE 5 - IN PROCESS RESEARCH AND DEVELOPMENT

12 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

NOTE 5 - IN PROCESS RESEARCH AND DEVELOPMENT

NOTE 5 - IN PROCESS RESEARCH AND DEVELOPMENT

On January 29, 2017, the Company announced the completion of an Asset Purchase Agreement to acquire the assets (the “Asset Purchase”) of GandTex, LLC, a Texas limited liability company (“GandTex”). GandTex was the owner of certain patents and licensed rights related to biomedical company focused on advancing human organ transplant technology and medical research. The assets consisted of certain proprietary patents for eliminating the need for an organ or tissue match, and the necessity for anti-rejection drugs, as well as management of, and historical data for, animal trials (the “Animal Trials”) conducted by a third-party operating using the GandTex Assets. Pursuant to the terms of the Asset Purchase, and upon achieving certain pro-forma goals, the Company agreed to provide additional funding for the Trials in the aggregate amount of $300,000. In exchange for the Assets, the Company issued to GandTex 10,000,000 shares of its Series B Convertible Preferred Stock. GandTex is owned and controlled by a single individual Managing Member who beneficially owns 70% of GandTex. The Asset Purchase was approved by a majority of the Company’s disinterested directors. The fair value of the preferred stock amounted $2,500,000 is being treated as an expense instead of investment because it is deemed as research and development in accordance with ASC 730.

The Asset Purchase was restructured in July 2017, then terminated by the Company, with the assignment of the GandTex patents being assigned to GandTex, the License being transferred to Duplitrans, and the Company entering into a Memorandum of Understanding with NuGenesis, a new entity in formation by certain shareholders of Duplitrans - Refer to NOTE 14 – SUBSEQUENT EVENTS.

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NOTE 6 - CONSULTING AGREEMENTS

12 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 6 - CONSULTING AGREEMENTS

NOTE 6 - CONSULTING AGREEMENTS

On April 1, 2015, the Company entered into a twelve-month consulting agreement with an investor relations firm. Per the agreement, the Company will pay the consultant a monthly fee of $8,500 on the first day of each month with the payment deferred until the Company closes financing in the amount of $3 million or greater. Additionally, the Company was required to issue the consultant 200,000 shares of common stock on October 1, 2015. During the years ended September 30, 2017 and 2016, the Company recorded stock-based compensation expense in the amount of $-0- and $30,500 associated with the vesting of the common stock, respectively.

On February 28, 2017, but effective January 5, 2017, the Company entered into an Advisory Agreement with Global Business Strategies Inc. (“Global “), a company controlled Mr. Luke (the “Global Agreement”). Pursuant to the Global Agreement the Company retained Global to provide management advice, corporate development strategies, to assist in the general and administrative functions, and to make Mr. Luke available to serve as a Director or a member of the Company’s management (the “Services” as defined in the Global Agreement).  In consideration for the Services the Company agreed to pay Global $8,500 per month, which included any and all fees for Mr. Luke continuing to serve as the Company’s President and fees to others working for Global, and allowed for reimbursement of expenses up to $500 per month without prior written approval. The Company also agreed to pay Global an additional $1,500 per month if Mr. Luke was appointed to serve as a Director also incorporated you of the Company, and agreed to issue to Global 55,000 shares of its Series A Convertible Preferred Stock. Mr. Luke has not been appointed a Director of the Company as of the date of this report.

On June 10, 2017, the Company entered into a Master Service Agreement with an investment consultant to provide services to the Company for a period of six months. The agreement calls for a budget of $215,000 with an initial payment of $150,000. Additionally, the agreement called for the issuance of 250,000 cashless warrants exercisable for three years at a price of 110% of the closing price on June 10, 2017.

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NOTE 7 - NOTES PAYABLE

12 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 7 - NOTES PAYABLE

NOTE 7 - NOTES PAYABLE

As of September 30, 2017, the Company had one note payable issued and outstanding to a third-party lender with a total principle of $25,000 and accrued interest of $1,156. The note was due on June 30, 2015, has an interest rate of 12%. This note is in default and remains unpaid at September 30, 2017.

As of September 30, 2017, the Company had three notes payable issued and outstanding with a former director with a total principle of $74,500 and accrued interest of $10,611. The three notes, in the amount of $47,000, $15,000 and $12,500, were issued on January 14, 2016. February 10, 2016 and February 29, 2016, respectively. The three notes are due on the earlier of one week after the closing of a certain contemplated farm property acquisition or July 31, 2016, and have an interest rate of 10%. The former director for all three notes is East West Secured Developments, LLC, an Arizona Limited Liability Company (“EWSD”) of which Mr. Brian Loiselle, the EWSD Managing Member, was also a former director of the Company. On June 30, 2016, the Company entered into Amendment #1 to these three notes to extend the due date to one week after the closing of a certain contemplated farm property acquisition or October 31, 2016. The three notes have been reclassified to non-related party debt as of September 30, 2017.

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NOTE 8 - CONVERTIBLE NOTES

12 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

NOTE 8 - CONVERTIBLE NOTES

NOTE 8 - CONVERTIBLE NOTES

Convertible notes consist of the following:

	September 30, 2017			September 30, 2016
Convertible note payable, annual interest rate of 8%, convertible into common stock at a variable rate per share and due December 2017.	$	—		$	50,025
Convertible note payable, annual interest rate of 8%, convertible into common stock at a variable rate per share and due August 2019.		—			50,000
Convertible notes payable, annual interest rate of 8%, convertible into common stock at $0.11 per share and due December 2019.		80,000			—
Convertible note payable, annual interest rate of 12%, convertible into      common stock at a variable rate per share and due June 2018		78,000			—
Convertible note payable, annual interest rate of 8%, convertible into common stock at a variable rate per share and due November 2017		65,000			—
Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.11 per share and due August 2020		50,000			—
Convertible note payable, annual interest rate of 5%, convertible into common stock at a variable rate per share and due September 2018		82,500			—
Unamortized debt discount		(136,012	)		(91,480	)
Unamortized debt discount due to beneficial conversion feature		(138,029	)		(-)
		81,459			8,545
Less current portion		58,432			-0-
Convertible debt, net of current portion and debt discount	$	23,027		$	8,545

On September 2, 2016, the Company amended and restated that certain outstanding promissory note of the Company, dated July 3, 2015, in the principal amount of $50,025. The replacement convertible promissory note matures on December 31, 2017 and bears interest at the rate of 8% per annum, and the principal and interest due thereunder may be prepaid at any time. The note, together with all interest as accrued, is convertible into shares of the Company’s common stock at 50% of the trailing average highest closing bid price of the Company’s common stock on the date of conversion. During July 2017, the note and accrued interest was converted into 524,745 shares of the Company’s common stock. As of September 30, 2017, the note balance and accrued interest is $-0- and $-0-, respectively. The fair value of the debt extinguishment related to this transaction was valued at $211,967 and included in the statement of operations for the year ended September 30, 2017.

On August 1, 2016, the Company entered into those four (4) Note Purchase Agreements (collectively, the “Purchase Agreements”) in connection with the issuance of certain convertible promissory notes, dated August 1, 2016 (collectively, the “Purchase Notes”) in the aggregate principal amount of $50,000. All of the Purchase Notes are due in 36 months. The Purchase Notes bear interest at the rate of 8% compounded monthly. The Purchase Notes, together with all interest as accrued, is convertible into shares of the Company’s common stock at 50% of the trailing average highest closing bid price of the Company’s common stock on the date of conversion. Due to the beneficial conversion feature of these notes, the Company recorded $50,000 of debt discount as a contra liability and amortized $50,000 of the discount during the year ended September 30, 2017. During July 2017, the notes and accrued interest were converted into 166,627 shares of the Company’s common stock. As of September 30, 2017, the Purchase Notes balance and accrued interest is $-0- and $-0-, respectively.

During the year ended September 30, 2017, the Company entered into certain Note Purchase Agreements (collectively the “Purchase Agreements”) in connection with the issuance of certain convertible promissory notes, in the aggregate principal amount of $685,000. The Purchase Notes are due in 36 months. The Purchase Notes bear interest at the rate of 8% compounded monthly. The Purchase Notes, together with all interest as accrued, are each convertible into shares of the Company’s common stock at a conversion price of Eleven cents ($0.11) per share. Due to the beneficial conversion feature of these notes, the Company recorded $635,545 of debt discount as a contra liability and amortized $576,838 of the discount during the year ended September 30, 2017. During July 2017, certain note holders converted their respective principal and accrued interest into 5,720,066 shares of the Company’s common stock. As of September 30, 2017, the note balances and accrued interest are $80,000 and $5,110, respectively.

On June 26, 2017, the Company entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory note (the “Power Up Note”) in the aggregate principal amount of $78,000. The Power Up Note matures on June 30, 2018 (the “Maturity Date”), and bears interest at the rate of 12% per annum. After 180 days, the Note may not be prepaid. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date. This note, together with all interest as accrued, is convertible into shares of the Company’s common stock at a 35% discount to the lowest trading price in the 10-day period ending on the latest complete Trading Day prior to the Conversion Date. Due to the beneficial conversion feature of this note, the Company recorded $78,000 of debt discount as a contra liability and amortized $20,293 of the discount during the year ended September 30, 2017. As of September 30, 2017, The Power Up Note was paid in full in December 2017.

On August 14, 2017, the Company entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory note (the “Kingdom Note”) in the aggregate principal amount of $65,000. The Note matures on November 14, 2017 (the “Maturity Date”), and bears interest at the rate of 8% per annum. The Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at $0.11 per share. Due to the beneficial conversion feature of this note, the Company recorded $65,000 of debt discount as a contra liability and amortized $33,944 of the discount during the year ended September 30, 2017. As of September 30, 2017, the note balance and accrued interest is $65,000 and $671, respectively. This note remains unpaid at September 30, 2017

On August 23, 2017, the Company entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory note (the “Hayden Note”) in the aggregate principal amount of $50,000. The Note matures on August 23, 2020 (the “Maturity Date”), and bears interest at the rate of 8% per annum. The Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at $0.11 per share. Due to the beneficial conversion feature of this note, the Company recorded $50,000 of debt discount as a contra liability and amortized $1,734 of the discount during the year ended September 30, 2017. As of September 30, 2017, the note balance and accrued interest is $50,000 and $417, respectively. This note remains unpaid at September 30, 2017

On September 12, 2017, the Company entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory note (the “First Fire Note”) in the aggregate principal amount of $82,500. The Note matures on September 12, 2018 (the “Maturity Date”), and bears interest at the rate of 5% per annum. The Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at a 35% discount to the lowest trading price in the 21-day period ending on the latest complete Trading Day prior to the Conversion Date. As of September 30, 2017, the note balance and accrued interest is $82,500 and $203. This note remains unpaid at September 30, 2017.

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NOTE 9 - DERIVATIVE LIABILITY

12 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 9 - DERIVATIVE LIABILITY

NOTE 9 - DERIVATIVE LIABILITY

During August 2016, the Company entered into a Loan Agreement with an investor pursuant to which the Company issued a convertible promissory note in the principal amount of $50,025. The Note is convertible into shares of common stock at an initial conversion price subject to adjustment as contained in the Note. The note, together with all interest as accrued, is convertible into shares of the Company’s common stock at 50% of the trailing average highest closing bid price of the Company’s common stock on the date of conversion. The Note accrues interest at a rate of 8% per annum and matures on December 31, 2017.

During August 2016, the Company entered into Loan Agreements with investors pursuant to which the Company issued convertible promissory notes in the principal amount of $50,000. The Notes are convertible into shares of common stock at an initial conversion price subject to adjustment as contained in the Note. The note, together with all interest as accrued, is convertible into shares of the Company’s common stock at 50% of the trailing average highest closing bid price of the Company’s common stock on the date of conversion. The Notes accrue interest at a rate of 10% per annum and mature on August 1, 2019.

During June 2017, the Company entered into a Loan Agreement with an investor pursuant to which the Company issued a convertible promissory note in the principal amount of $78,000. The Note is convertible into shares of common stock at an initial conversion price subject to adjustment as contained in the Note. The note, together with all interest as accrued, is convertible into shares of the Company’s common stock at 65% of the trailing average highest closing bid price of the Company’s common stock on the date of conversion. The Note accrues interest at a rate of 12% per annum and matures on June 30, 2018.

During September 2017, the Company entered into a Loan Agreement with an investor pursuant to which the Company issued a convertible promissory note in the principal amount of $82,500. The Note is convertible into shares of common stock at an initial conversion price subject to adjustment as contained in the Note. The note, together with all interest as accrued, is convertible into shares of the Company’s common stock at 65% of the trailing average highest closing bid price of the Company’s common stock on the date of conversion. The Note accrues interest at a rate of 5% per annum and matures on September 12, 2018.

Due to the variable conversion price associated with these convertible promissory notes, the Company has determined that the conversion feature is considered a derivative liability. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date.

The initial fair value of the embedded debt derivative of $433,405 was allocated as a debt discount in the amount of $247,525 and excess $185,880 was charged to interest expenses, loss on derivative. The fair value of the described embedded derivative was determined using the Black-Scholes Model with the following assumptions:

	September 12, 2017	June 26, 2017	March 31, 2017	September 30, 2016
(1) dividend yield of	0%;	0%;	0%;	0%;
(2) expected volatility of	265%;	250%,	311%,	243% - 413%,
(3) risk-free interest rate of	1.27%;	1.20% - 1.24%,	1.47%,	0.50% - 0.88%,
(4) expected life of	1 year	1 year	1-3 years	1-3 years
(5) fair value of the Company’s common stock of	$0.54 per share.	$0.67 per share.	$0.60 per share.	$0.11 per share.

During the years ended September 30, 2017 and 2016, the Company recorded the loss in fair value of derivative and derivative expense in the amount of $86,016 and $69,196, respectively. 

For the years ended September 30, 2017, $124,513 and $-0-, were expensed in the statement of operation as amortization of debt discount related to above notes and shown as interest expenses, respectively.

The following table represents the Company’s derivative liability activity for the period ended:

Balance at September 30, 2016	$	169,221
Initial measurement at issuance date of the notes		147,500
Derivative expense		-
Change in fair value of derivative at period end		86,016
Conversion of related principal		(171,004)
Balance September 30, 2017	$	231,733

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NOTE 10 - INCOME TAXES

12 Months Ended

Sep. 30, 2017

Income Tax Disclosure [Abstract]

NOTE 10 - INCOME TAXES

NOTE 10 - INCOME TAXES

As of September 30, 2017, the Company had net operating loss carry forwards of approximately $2,400,000 that may be available to reduce future years' taxable income through 2037. The Company is current on the filing of its Federal and State Income Tax Returns through the fiscal year ended September 30, 2015. The two Federal and State Income Tax Returns through the fiscal years ended September 30, 2016 and 2017 will be filed following the completion of the audit of the Company’s Financial Statements for the two years ended September 30, 2016 and 2017.

	As of September 30, 2017			As of September 30, 2016
Deferred tax assets:
Net operating tax carryforwards	$	937,046		$	365,113
Other		—			—
Gross deferred tax assets		937,046			365,113
Valuation allowance		(937,046	)		(365,113	)
Net deferred tax assets	$	—		$	—

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. Management periodically reviews the likelihood that that it will be able to recover its deferred tax assets. As the achievement of required future taxable income is uncertain based on an assessment of all available evidence, the Company recorded a valuation allowance equal to the full amount of its deferred tax assets as of September 30, 2017 and 2016.

Reconciliation between the provision for income taxes and the expected tax benefit using the federal statutory rate of 34% and state statutory rate of 5.0% for 2017 and 2016 is as follows:

	2017			2016
Income tax benefit at federal statutory rate		(34.00	)%		(34.00	)%
State income tax benefit, net of effect on federal taxes		(5.00	)%		(5.00	)%
Valuation allowance		39.00	%		39.00	%
Effective rate		0.00	%		0.00	%

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NOTE 11 - SHARE CAPITAL

12 Months Ended

Sep. 30, 2017

Equity [Abstract]

NOTE 11 - SHARE CAPITAL

NOTE 11 - SHARE CAPITAL

The Company is authorized to issue 475,000,000 shares of common stock and 25,000,000 shares of preferred stock.

On April 1, 2015, the Company entered into a twelve-month consulting agreement with an investor relations firm. Per the agreement, the Company granted 200,000 shares of restricted common stock to the investor relations firm which fully vested on October 1, 2015. The final issuance resulted in 600,000 shares of restricted common stock due to the three-for-one forward stock split. On the date of the consulting agreement was entered into, April 1, 2015, the shares were valued at $1.00 per share which was the unadjusted share price prior to three-for-one forward stock split. The subject shares of common stock were issued on March 29, 2016. During the year ended September 30, 2015, the Company recorded share-based compensation expense in the amount of $200,000 associated with the vesting of the common stock granted. On March 31, 2016, the Company and the investor relations firm entered into Amendment #1 to the consulting agreement to suspend the monthly fee indefinitely until such time as the Company requests that the services resume.

On April 21, 2015, the Board of Directors of the Company approved a three-for-one forward stock split of the Company's common stock. Accordingly, shareholders owning shares of the Company's common stock will receive two additional shares of the Company for each share they own. The Company had 10,128,600 shares issued and outstanding prior to the forward stock split. At September 30, 2016 and September 30, 2015, the Company has 31,085,800 shares and 30,385,800 shares, respectively, of common stock issued and outstanding. The Company received notification from the Financial Industry Regulatory Authority (FINRA) on May 7, 2015, that it could proceed with the three-for-one forward stock split. Additional funds were reallocated from Additional Paid in Capital to the Common Stock account in an amount equal to the additional par value represented by the additional shares issued under the stock split. All share information presented in these financial statements and accompanying footnotes has been retroactively adjusted to reflect the increased number of shares resulting from this transaction.

On August 7, 2015, the Company granted 100,000 shares of restricted common stock to its then acting chief operating officer. On the date of grant, the shares were valued at $.61 per share which was the unadjusted closing share price on that date for a fair value of $61,000. The shares vested over a six-month period; accordingly, during the six months ended March 31, 2016, the Company recorded stock-based compensation expense in the amount of $61,000 associated with vesting of the common stock granted. The subject shares of common stock were issued on March 29, 2016. During the year ended September 30, 2016, the Company recorded stock-based compensation expense in the amount of $43,098, associated with vesting of common stock granted.

On October 31, 2016, the Company amended and restated its Articles of Incorporation. The purpose of the amendment and restatement of the Articles of Incorporation was to:

(i) Change the Company’s name from “SmooFi, Inc.” to “NuLife Sciences, Inc.”

(ii) Symbol change from “SMFI” to “NULF”;

(iii) Increase the number of authorized shares of Preferred Stock to 25,000,000;

(iv) Increase the number of authorized shares of Common Stock to 475,000,000;

(v) Define, with respect to the Preferred Stock, the manner in which the Board may define the powers, preferences, rights, and restrictions thereof.  

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

Also, on October 31, 2016, the Company adopted a 2016 Non-Qualified Incentive Stock Compensation Plan (the “2016 Plan”), and reserved 7,000,000 shares for issuance from the Compensation Plan. As of the date of this report 1,500,00 shares have been issued from the Compensation Plan and have been reserves for issuance to Fred G. Luke, our President, pursuant to an Option Agreement with a strike price of $,14 per share, representing 110% of the average closing Bid price at the time of the grant. On July 21, 2017 the Company Board of Directors approved an amended Incentive Stock Compensation Plan (the “2017 Plan”).

On November 1, 2016, the Company amended and restated its Bylaws, providing for a change in the Company’s name from “SmooFi, Inc.” to “NuLife Science, Inc.”

On November 1, 2016, the Board approved the Certificates of Designation to create and provide for the rights, preferences, and privileges of 2,000,000 shares of the Company’s Series A Convertible Preferred Stock and 10,000,000 shares of the Company’s Series B Convertible Preferred Stock.

Description of Preferred Stock:

Series A Preferred Stock

• As authorized in the Company’s Amended and Restated Articles of Incorporation, the Company has 2,000,000 shares of Series A Preferred Stock authorized with the following characteristics:

- Holders of the Series A Stock shall be entitled to receive dividends or other distributions with the holders of the Common Stock on an “as converted” basis when, as, and if declared by the Directors of the　Corporation.

- Holders of shares of Series A Preferred Stock, upon Board of Directors approval, may convert at any time following the issuance upon sixty-one (61) day written notice to the Corporation. Each share of Series A Preferred Stock shall be convertible into such number of fully paid and non-assessable shares of Common Stock as is determined by multiplying the number of issued and outstanding shares of the Corporation’s Common Stock together with all other derivative securities, including securities convertible into or　exchangeable for Common Stock, whether or not then convertible or exchangeable (b) subscriptions, rights, options and warrants to purchase shares of Common Stock, whether or not then exercisable, but entitled to vote on matters submitted to the Shareholders (collectively, “Derivative Securities”), issued by the Corporation and outstanding as of the Date of Conversion, by .000001, then multiplying that number of shares of Series A Stock to be converted.

- In case of any consolidation or merger of the Corporation, the Corporation shall mail to each holder of Series A Stock at least thirty (30) days prior to　the consummation of such event, a notice thereof and each such holder shall have the option to either (i) convert such holder’s shares of Series A Shares into shares of Common Stock pursuant to this paragraph and thereafter receive the number of shares of Common Stock or other securities or property, or cash, as the case may be, to which a holder of the number of shares of Common Stock of the Corporation deliverable upon conversion of such Series A Stock would have been entitled upon conversion immediately preceding such consolidation, merger or conveyance, or (ii) exercise such holder’s rights pursuant to Section 8.1(a) hereof; provided however that the Series A Stock shall not be subject to or affected as to the number of Conversion Shares or the redemption or liquidation price by reason of any reverse stock split affected prior or as a result of any reorganization.

- In the event of a liquidation, the holders of shares of the Series A Stock shall be entitled to receive, prior to the holders of the other series of Preferred Stock and prior and in preference to any distribution of the assets or surplus funds of the Corporation to the holders of any other shares of stock of the Corporation by reason of their ownership of such stock, an amount equal to Five Dollar ($5.00) per share with respect to each share of Series B Stock owned as of the date of Liquidation, plus all declared but unpaid dividends with respect to such shares, and thereafter they shall share in the net Liquidation proceeds on an “as converted basis” on the same basis as the holders of the Common Stock.

- The holders of each share of Series A Stock shall have that number of votes as determined by multiplying the number of issued and outstanding shares of the Corporation’s Common Stock together with all other derivative securities issued by the Corporation and outstanding as of the Date of Conversion, whether or not then convertible or exchangeable, entitled to vote on matters submitted to the Shareholders, by .000001, then multiplying that number of shares of Series A Stock to be converted.

- the Corporation shall have the option to redeem all of the outstanding shares of Series A Stock at any time on an “all or nothing” basis, unless otherwise mutually agreed in writing between the Corporation and the holders of shares of Series A Stock holding at least 51% of such A Stock, beginning ten (10) business days following notice by the Corporation, at a redemption price the higher of (a) Five Dollar ($5.00) per share, or (b) Fifty percent (50%) of the trailing average highest closing Bid price of the Corporation’s Common Stock as published at www.OTCMarkets.com or the Corporation’s primary listing exchange on the date of Notice of redemption, unless otherwise modified by mutual written consent between the Corporation and the Holders of the Series A Stock (the "Conversion Price"). Redemption payments shall only be made in cash within sixty (60) days of notice by the Corporation to redeem.

- The shares of Series A Stock acquired by the Corporation by reason of conversion or otherwise can be reissued, but only as an amended class, not as shares of Series A Stock.

Series B Preferred Stock

In conjunction with the Asset Acquisition with GandTex, as authorized in the Company’s Amended and Restated Articles of Incorporation, the Company initially filed a Certificate of Designation creating a series A Preferred Stock consisting of 10,000,000 shares of Series B Preferred Stock with the following characteristics:

- Holders of shares of Series B Preferred Stock, upon Board of Directors approval, may convert at any time following the issuance upon sixty-one (61) day written notice to the Corporation. Each share of Series B Preferred Stock shall be convertible into such number of fully paid and non-assessable shares of Common Stock as is determined by percentage of the net income which is achieved by SMFI and its subsidiaries (the “Actual Net Income “) versus the projections (detailed in Exhibit A to this Certificate of Designation of Series B Convertible Preferred) provided by GandTex (the “Projected Net Income”) at any time during the two (2) year term following the Closing of the Purchase Agreement. This calculation will be made by dividing the Actual Net Income achieved by the Corporation and its subsidiaries related to the development and commercialization of the GandTex Assets by the Projected Net Income (attached hereto as Exhibit A to this Certificate of Designation of the Series B Convertible Preferred Stock) on the Notice to Convert (as defined below), then dividing that product into 1 share of Series B Stock. The formula of this calculation is:

1 Share of Series B Stock	Number of Shares
	= of Common Upon Conversion of
(Actual Net Income)	1 Share of Series B
(Projected Net Income)	Stock

- Holders of the Series B Stock shall be entitled to receive dividends or other distributions with the holders of the Common Stock on an “as converted” basis when, as, and if declared by the Directors of the Corporation.

- In case of any consolidation or merger of the Corporation, the Corporation shall mail to each holder of Series B Stock at least thirty (30) days prior to the consummation of such event, a notice thereof and each such holder shall have the option to either (i) convert such holder’s shares of Series B Shares into shares of Common Stock pursuant to this Paragraph 3 and thereafter receive the number of shares of Common Stock or other securities or property, or cash, as the case may be, to which a holder of the number of shares of Common Stock of the Corporation deliverable upon conversion of such Series B Stock would have been entitled upon conversion immediately preceding such consolidation, merger or conveyance, or (ii) exercise such holder’s rights pursuant to Section 9.1(a) hereof.

- In the event of a liquidation, the holders of shares of the Series B Stock shall be entitled to receive, second to the holders of Series A Preferred Stock, but prior to the holders of the other series of Preferred Stock and prior and in preference to any distribution of the assets or surplus funds of the Corporation to the holders of any other shares of stock of the Corporation by reason of their ownership of such stock, an amount equal to One Dollar ($1.00) per share with respect to each share of Series B Stock owned as of the date of Liquidation, plus all declared but unpaid dividends with respect to such shares, and thereafter they shall share in the net Liquidation proceeds on an “as converted basis” on the same basis with the holders of the Common Stock.

- Shares of Series B Preferred Stock shall have no voting rights in respect of matters submitted for a vote of the holders of Common Stock;

- the Corporation shall have the option to redeem all of the outstanding shares of Series B Stock at any time on an “all or nothing” basis, unless otherwise mutually agreed in writing between the Corporation and the holders of shares of Series B Stock holding at least 51% of such A Stock, beginning ten (10) business days following notice by the Corporation, at a redemption price of One Dollar ($1.00) per share. Redemption payments shall only be made in cash within sixty (60) days of notice by the Corporation to redeem.

- The shares of Series B Stock acquired by the Corporation by reason of conversion or otherwise can be reissued, but only as an amended class, not as shares of Series B Stock.

Valuation of Series A and Series B Preferred Stock.

The initial Certificate of Designation for both the Series A Stock and the Series B Stock had very similar characteristics and the same requirement that any conversion must be approved by the Company’s Board of Directors limits the ability of the holders to convert both the Series A Stock and the Series B Stock. In part, each of the two Certificates of Designation initially had the following requirements,”3.1 Conversion. Upon Board of Directors approval, each share of Series A [B] Preferred Stock shall be convertible, subject to notice requirements of paragraph 3.2, at any time following the issuance of such shares Series A [B] Stock, into such number of fully paid and non-assessable shares of Common Stock…”. This limiting ability to convert the Series A [B] Stock significantly reduces their Fair Market Value. However, by utilizing the most readily available information and analogy, in the case of both the Series A Stock and Series B　Stock this would be the issuance of the Series A Stock to MZHCI, a non-affiliate, for the extinguishment of debt of $13,750 for 55,000 shares of Series A Stock, or $.25/share. By analogy, the 55.000 shares of Series A stock issued to Global Business Strategies Inc. (“GBSI”) were also valued at $.25 per share: The Series B Stock issued to GandTex, again by analogy, was also valued at $.25 per share.

Utilizing this model, the Series A shares issued to MZHCI and GBSI were valued in the aggregate at $13,750 each, and the Series B shares issued to GandTex were initially valued at $2,500,000.

Further, as a result of the delayed onset of revenue and the regulatory approval timelines, the original estimates as to the timelines for the Animal Trials, making it impact able for the Company to proceed, or to achieve the projected benchmarks as to the completion date of the Animal Trials and obtaining approval from the requisite regulatory bodies as originally represented at Closing. As a result, the Company agreed to amend certain aspects of the GandTex Asset Acquisition Agreement, including the conversion formula of the Series B Convertible Preferred Stock issued to GandTex. The Amended and Restated Certificate of Designation for the Series B Stock was included as Exhibit in the Form 8-K filed by the Company in August, 2017 and the DEF 14C filed on December 7, 2016. The Amended and Restated Certificate of Designation creating a Series B Preferred Stock was to be amended to change the terms of conversion, and eliminate the requirement that GandTex, or any assignee of any of the Series B Stock, first obtain approval by the Company’s Board of Directors, with all other of the original terms remaining unchanged. The Amended and Restated Certificate of Designation for the Series B Stock was not filed as a result of the Settlement Agreement with GAndTex and Duplitrans. Refer to NOTE 14 - SUBSEQUENT EVENTS.

. 

Stock Options

On November 15, 2016, the Board approved the grant of 1,500,000 common stock purchase options to Fred Luke, the Company’s President, at an exercise price of not less than One Hundred Ten percent (110%) of the ten (10) day lowest trailing average closing bid price of such shares on the date of execution of the Option Agreement which was Fourteen cents ($0.14) per share and subject to certain adjustments on November 15, 2016. The options vested immediately.

On January 31, 2017, the Board approved the grant of 120,000 common stock purchase options Dr, Youxue Wang, the Director of Research for NuLife BioMed. The options vested immediately. The exercise price of the options was calculated at January 31, 2017 at One Hundred Ten percent (110%) of the 10-day trailing average closing Bid price of such shares, which was Seventy cents ($0.70) per share.

On May 15, 2017, the Board approved the grant of 1,500,000 common stock purchase options to John Hollister, the Company’s former CEO, at an exercise price of not less than One Hundred Ten percent (110%) of the ten (10) day lowest trailing average closing bid price of such shares on a certain date of agreement which was Fourteen cents ($0.12) per share and subject to certain adjustments on October 17, 2016. The options vested based on certain goals and as such 500,000 were earned prior to Mr. Hollister’s employment ending with the Company.

Stock option transactions for the year ended September 30, 2017 are summarized as follows:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Term		Aggregate Intrinsic Value
Outstanding, September 30, 2016		—	$	—		—
Granted		3,120,000		0.17		3.0	$	355,200
Exercised		—		—
Expired		—		—
Outstanding, September 30, 2017		3,120,000	$	0.17		2.26	$	355,200
Exercisable, September 30, 2017		2,120,000	$	0.15		2.25	$	303,512

The initial fair value of the options was $308,909 charged to operating expense during the year ended September 30, 2017. The fair value of the option was determined using the Black-Scholes Model with the following assumptions:

(1) dividend yield of	0%;
(2) expected volatility of	236%,313%,223%
(3) risk-free interest rate of	1.28%,1.46%,.98%
(4) expected life of	3 years, and
(5) fair value of the Company’s common stock of	$0.13, $0.60,$0.11 per share.

Warrants

On June 10, 2016, the Board approved the grant of 250,000 common stock purchase warrants to a consultant at an exercise price of not less than One Hundred Ten percent (110%) of the ten (10) day lowest trailing average closing bid price of such shares on the date of execution of the warrant which was $0.66 per share. The warrants vested immediately.

Warrant transactions for the year ended September 30, 2017 are summarized as follows:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Term		Aggregate Intrinsic Value
Outstanding, September 30, 2016		—	$	—		—
Granted		250,000		0.66		3.0		165,000
Exercised		—		—
Expired		—		—
Outstanding, September 30, 2017		250,000	$	0.66		2.70
Exercisable, September 30, 2017		250,000	$	0.66		2.70

The initial fair value of the options was $144,800 charged to operating expense during the year ended September 30, 2017. The fair value of the option was determined using the Black-Scholes Model with the following assumptions:

(1) dividend yield of	0%;
(2) expected volatility of	249%
(3) risk-free interest rate of	1.5%
(4) expected life of	3 years, and
(5) fair value of the Company’s common stock of	$0.60 per share.

The Company recorded $2,967,459 and $43,098 of stock compensation expense in the statements of operations for the years ended September 30, 2017 and 2016, respectively, related to non-vested share-based compensation arrangements granted under existing stock option plans.

As of September 30, 2017, there was $0 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under existing stock option plans.

As of September 30, 2017, the Company owed Mr. Clarke and Mr. Luke $-0- and $-0-, respectively, of accrued and unpaid compensation. During July 2017, the Company issued 7,500 shares of Preferred Series A stock to Mr. Clarke in lieu of payment of $52,500 accrued and unpaid compensation. The shares had a fair value of $1,875, therefore the difference between the accrued and unpaid compensation and the fair value of the shares was recorded as additional paid in capital during the year ended September 30, 2017.

On September 16 2016 we asked Mr. John Hollister to join our management team as our Chief Executive Officer. Due to the financial constraints of the Company Mr. Hollister did not accept the offer. However, in October 2016 Mr. Hollister agreed to serve as a consultant, then on May 15, 2017 we entered into an Employment Agreement with Mr. John Hollister to serve our CEO. In addition to his role as CEO, Mr. Hollister served as the President of NuLife BioMed and was in charge of all aspects of the Animal Trials, review of the data submitted to the Food and Drug Administration (“FDA”), and the Clinical Trials, subject to the approval by the FDA of our Animal Trial results and conclusions. During the year ended September 30, 2017, the Company was unable to pay Mr. Hollister $80,000 of accrued salary and $4,500 of expense reimbursements. This amount is included in Due to Related Party at September 30, 2017. During the year ended September 30, 2017, the Company paid salary and expenses to Mr. Hollister in the amount of $145,755. Mr. Hollister resigned as our CEO on December 19, 2017.

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NOTE 12 - LEASE AGREEMENT

12 Months Ended

Sep. 30, 2017

Leases [Abstract]

NOTE 12 - LEASE AGREEMENT

NOTE 12 - LEASE AGREEMENT

During May 2017, the executed a 5-year lease for a laboratory at NOVA Southeastern University at which the Company will be utilizing the NuLife Technique to process organs, as well as conducting bench research to better characterize and assess the impact of the technique. The lease calls for monthly payments of $2,582, which includes the initial base rent of $1,925 along with applicable taxes and shared operating expenses. The lease required a security deposit in the amount of $4,871 and requires a 4% increase in base rent annually. Rent expense for the years ended September 30, 2017 and 2016 was $11,717 and $-0-, respectively.

Future minimum lease payments are as follows for the years ending:

September 30, 2018	$	23,408
September 30, 2019		24,344
September 30, 2020		25,318
September 30, 2021		26,331
September 30, 2022		18,016
	$	117,417

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NOTE 13 - CONTINGENCY

12 Months Ended

Sep. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

NOTE 13 - CONTINGENCY

NOTE 13 - CONTINGENCY

As of September 30, 2017, as described in Note 11, the Company has accrued $53,200 in accrued expenses, note payable of $74,500 and accrued interest of $10,611 due EWSD. At September 30, 2017 the Company owed EWSD the aggregated amount of $138,311, which is past due and has been in default since October 31, 2016. On top of the amount accrued by the Company, Mr. Loiselle had demanded for a penalty fee of $101,235, which is approximately 18% monthly default rate on the amount past due. We believe the penalty fee imposed is invalid and are currently in dispute with Mr. Loiselle.

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NOTE 14 - SUBSEQUENT EVENTS

12 Months Ended

Sep. 30, 2017

Subsequent Events [Abstract]

NOTE 14 - SUBSEQUENT EVENTS

NOTE 14 - SUBSEQUENT EVENTS

Due to internal regulatory issues with Florida International University (“FIU”) and Nova Southeastern University (“NOVA”) and their internal operating procedures (gaining necessary permission for our advisors to perform surgery at FIU and multiple rounds of review of our proposed surgical protocol by the internal review board) we were not able to begin our Animal Trials during the first quarter of calendar 2017as anticipated. The delays resulted in a 9-month delay and an unexpected demand on our financial resources, over and above our Budget to finance our transplantation activities through the completion of the Animal Trials. As a result of these obstacles we did not begin the Animal Trials until August 2017, but (a) were forced to suspend such transplanting operations due to the hurricanes that continually moved through southern Florida during August 2017 and continuing throughout our fiscal 4^th quarter of 2016-17 and the 1^st quarter of fiscal 2017-18 , effectively shutting down non-emergency business operations and certain Medical Facility operations such as ours ..

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

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

In conjunction with Mr. Gandy’s final disclosure of the Omitted Transplantation Information and the Settlement Agreement, the Company agreed to assign all of the GandTex patents back to GandTex and the Exclusive License to Duplitrans. The transfer of the of the Exclusive License Agreement to Duplitrans together with the Memorandum of Understanding (the “MOU”) with NuGenesis, an entity in formation organized by certain of the Duplitrans shareholders(“NuGenesis”), should enable us to continue to pursue the organ transplantation activities.

In October 2017, following the suspension of the Animal Studies, we began investigating a secondary application of the NuLife Process – known as “Wound Care” applications. To date, the proposed Wound Care activities (the “Wound Care Technique”) is still in the investigation stage, without significant expenditures by the Company due to our efforts to maintain adequate funding for our corporate operations. The commercial relationship between the NuGenesis and Duplitrans have not been established in an adequate joint venture agreement, but only through the MOU during this exploratory stage of the business.

On December 19, 2017, John Hollister resigned as Chief Executive Officer of the Company.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The Company's financial statements are prepared using the accrual method of accounting. The Company elected a September 30 fiscal year-end. These financial statements present the consolidated financial statements of NuLife Sciences, Inc. and its two wholly owned subsidiaries, NuLife Biomed, NuLife Technologies, an NuLife Medical, along with NuLife Oncology, of which NuLife Technologies is the Managing Member.

NuLife Technologies, Inc., NuLife Medical and NuLife Oncology were all inactive at September and remain inactive as of the date of this report.

Cash Equivalents

Cash Equivalents

For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company does not have any cash equivalent as of September 30, 2017 and 2016.

Stock-based Compensation

Stock-based Compensation

The Company follows ASC 718-10, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company adopted a Non-Qualified Incentive Stock Compensation Plan pursuant to which the Company is reserving seven million (7,000,000) shares of Common Stock for issuance for services and the exercise of stock options. As of September 30, 2017 the Company has issued three Stock Options. one for One Million Five Hundred Thousand (1,500,000) shares to its President, Fred G. Luke, one for One Million Five Hundred Thousand (1,500,000) shares to its former CEO, John Hollister, and one for One Hundred Twenty Thousand (120,000) shares to its Director of Research, Youxue Wang, MD. Nonemployee share-based payments are measured at fair value, based on either the fair value of the equity instrument issued or on the fair value of the services received. We determine the fair value of common stock grants based on the price of the common stock on the measurement date (which is the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, if there are sufficient disincentives to ensure performance, or the date at which the counterparty's performance is complete). We determine the fair value of preferred stock grants based on the price of the preferred stock as potentially converted into common stock and based on the underlying common stock on the measurement date (which is the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, if there are sufficient disincentives to ensure performance, or the date at which the counterparty's performance is complete).

Use of Estimates and Assumptions

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company has adopted the provisions of ASC 260.

Management makes estimates that affect certain accounts including, deferred income tax, accrued expenses, fair value of equity instruments and reserves for any other commitments or contingencies. Any adjustments applied to estimates are recognized in the year in which such adjustments are determined.

Loss per Share

Loss per Share

The basic loss per share is calculated by dividing the Company's net loss available to common shareholders by the weighted average number of common shares during the year. The diluted loss per share is calculated by dividing the Company's net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted loss per share are the same as basic earnings loss per share due to the lack of dilutive items in the Company.

Fair Value Measurements and Disclosures

Fair Value Measurements and Disclosures

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2017 and 2016. The respective carrying value of certain on-balance-sheet financial instruments, approximate their fair values. These financial instruments include cash, accounts receivable, accounts payable, accrued expenses and notes payable. Fair values were assumed to approximate carrying values for these financial instruments because they are short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.

The Company uses fair value measurements under the three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure for fair value measures. The three levels are defined as follows:

• Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

• Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

• Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

	Fair Value Measurements  Using Fair Value Hierarchy
	Level 1		Level 2		Level 3
Convertible notes (net of discount) – September 30, 2017	$	—	$	—	$	81,459
Convertible notes (net of discount) – September 30, 2016	$	—	$	—	$	8,545
Derivative liability – September 30, 2017	$	—	$	—	$	231,733
Derivative liability – September 30, 2016	$	—	$	—	$	169,221

The following table provides a summary of the changes in fair value of the Company’s Convertible Promissory Notes, which are both Level 3 liabilities as of September 30, 2017:

Balance at September 30, 2016	$	8,545
Issuance of notes		960,500
Debt discount on convertible notes		(160,500	)
Accretion of debt discount		115,968
Debt discount on convertible notes due to beneficial conversion feature		(750,545	)
Accretion of debt discount due to beneficial conversion feature		612,516
Conversion of principal into shares of common stock		(705,025	)
Balance September 30, 2017	$	81,459

The Company determined the value of its convertible notes using a market interest rate and the value of the derivative liability issued at the time of the transaction less the accretion. There is no active market for the debt and the value was based on the delayed payment terms in addition to other facts and circumstances at the end of September 30, 2017 and 2016.

The Company determined the value of warrants issued to a consultant using the Black-Scholes Model. There is no active market for the warrants and the value was based on the warrant terms in addition to other facts and circumstances at the end of September 30, 2017 and 2016.

Derivative Financial Instruments

Derivative Financial Instruments

The Company evaluates our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based financial instruments, the Company uses the Black-Scholes-Merton pricing model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instruments that become subject to reclassification are reclassified at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not settlement of the derivative instrument is expected within 12 months of the balance sheet date. 

The Company estimates the fair value of these instruments using the Black-Scholes option pricing model and the intrinsic value if the convertible notes are due on demand.

We have determined that certain convertible debt instruments outstanding as of the date of these financial statements include an exercise price “reset” adjustment that qualifies as derivative financial instruments under the provisions of ASC 815-40, Derivatives and Hedging - Contracts in an Entity’s Own Stock (“ASC 815-40”). Certain of the convertible debentures have a variable exercise price, thus are convertible into an indeterminate number of shares for which we cannot determine if we have sufficient authorized shares to settle the transaction with. Accordingly, the embedded conversion option is a derivative liability and is marked to market through earnings at the end of each reporting period. Any change in fair value during the period recorded in earnings as “Other income (expense) - gain (loss) on change in derivative liabilities.” Please refer to Note 8 below.

Business Combinations

Business Combinations

The Company uses its best estimates and assumptions to accurately assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially established in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations.

Income Taxes

Income Taxes

Income taxes are provided in accordance with ASC 740, Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

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 adjusted for the effects of changes in tax laws and rates on the date of enactment.

No provision was made for Federal or State income taxes.

Advertising

Advertising

Advertising will be expensed in the period in which it is incurred. There have been no advertising expenses for the reporting periods presented.

Intangible Assets

Intangible Assets

Intangible assets with finite lives are amortized over their estimated useful life. The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization period. The Company tests its intangible assets with finite lives for potential impairment whenever management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset's useful life and the impact of an event or circumstance on either an asset's useful life or carrying value involve significant judgment.

Research and Development

Research and Development

Research is planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service (hereinafter “product”) or a new process or technique (hereinafter “process”) or in bringing about a significant improvement to an existing product or process. Development is the translation of research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or use. It includes the conceptual formulation, design, and testing of product alternatives, construction of prototypes, and operation of pilot plants. It does not include routine or periodic alterations to existing products, production lines, manufacturing processes, and other on-going operations even though those alterations may represent improvements and it does not include market research or market testing activities. Per ASC 730, the Company expenses research and development cost as incurred.

Reclassification

Reclassification

In order to present comparable financial sheets, accrued expenses and due to related parties related to officers no longer associated with the Company were reclassified as of September 30, 2016. This reclassification did not affect the amount of liabilities in total.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements — Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern". Continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. Currently, there is no guidance under U.S. GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management's plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The Company has adopted this new standard.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves accounting for the lessor largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. The Company is currently evaluating the impact of this new standard on its consolidated financial statements.

In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. The Company has adopted this new standard.

In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. This guidance will be effective for the Company in the first fiscal quarter of 2018 on a prospective basis, and early adoption is permitted. The Company does not expect the standard to have a material impact on our consolidated financial statements.

In July 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2017-11 (“ASU 2017-11”) which changes the accounting for equity instruments that include a down round feature.  For public entities, this update is effective for fiscal years beginning after December 15, 2018, and interim periods within those years.  Early adoption is permitted.  The Company does not anticipate the adoption of this amendment will have an impact on the consolidated financial statements and related disclosures as the Company does not have any related equity instruments.

The Company reviewed all recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and they did not or are not believed by management to have a material impact on the Company's present or future financial statements.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Fair value measurements

	Fair Value Measurements  Using Fair Value Hierarchy
	Level 1		Level 2		Level 3
Convertible notes (net of discount) – September 30, 2017	$	—	$	—	$	81,459
Convertible notes (net of discount) – September 30, 2016	$	—	$	—	$	8,545
Derivative liability – September 30, 2017	$	—	$	—	$	231,733
Derivative liability – September 30, 2016	$	—	$	—	$	169,221

Summary of changes in fair value

	September 30, 2017			September 30, 2016
Convertible note payable, annual interest rate of 8%, convertible into common stock at a variable rate per share and due December 2017.	$	—		$	50,025
Convertible note payable, annual interest rate of 8%, convertible into common stock at a variable rate per share and due August 2019.		—			50,000
Convertible notes payable, annual interest rate of 8%, convertible into common stock at $0.11 per share and due December 2019.		80,000			—
Convertible note payable, annual interest rate of 12%, convertible into      common stock at a variable rate per share and due June 2018		78,000			—
Convertible note payable, annual interest rate of 8%, convertible into common stock at a variable rate per share and due November 2017		65,000			—
Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.11 per share and due August 2020		50,000			—
Convertible note payable, annual interest rate of 5%, convertible into common stock at a variable rate per share and due September 2018		82,500			—
Unamortized debt discount		(136,012	)		(91,480	)
Unamortized debt discount due to beneficial conversion feature		(138,029	)		(-)
		81,459			8,545
Less current portion		58,432			-0-
Convertible debt, net of current portion and debt discount	$	23,027		$	8,545

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NOTE 8 - CONVERTIBLE NOTES (Tables)

12 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Convertible notes

	September 30, 2017			September 30, 2016
Convertible note payable, annual interest rate of 8%, convertible into common stock at a variable rate per share and due December 2017.	$	—		$	50,025
Convertible note payable, annual interest rate of 8%, convertible into common stock at a variable rate per share and due August 2019.		—			50,000
Convertible notes payable, annual interest rate of 8%, convertible into common stock at $0.11 per share and due December 2019.		80,000			—
Convertible note payable, annual interest rate of 12%, convertible into      common stock at a variable rate per share and due June 2018		78,000			—
Convertible note payable, annual interest rate of 8%, convertible into common stock at a variable rate per share and due November 2017		65,000			—
Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.11 per share and due August 2020		50,000			—
Convertible note payable, annual interest rate of 5%, convertible into common stock at a variable rate per share and due September 2018		82,500			—
Unamortized debt discount		(136,012	)		(91,480	)
Unamortized debt discount due to beneficial conversion feature		(138,029	)		(-)
		81,459			8,545
Less current portion		58,432			-0-
Convertible debt, net of current portion and debt discount	$	23,027		$	8,545

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NOTE 9 - DERIVATIVE LIABILITY (Tables)

12 Months Ended

Sep. 30, 2017

Notes to Financial Statements

Fair value of derivatives

	September 12, 2017	June 26, 2017	March 31, 2017	September 30, 2016
(1) dividend yield of	0%;	0%;	0%;	0%;
(2) expected volatility of	265%;	250%,	311%,	243% - 413%,
(3) risk-free interest rate of	1.27%;	1.20% - 1.24%,	1.47%,	0.50% - 0.88%,
(4) expected life of	1 year	1 year	1-3 years	1-3 years
(5) fair value of the Company’s common stock of	$0.54 per share.	$0.67 per share.	$0.60 per share.	$0.11 per share.

Derivative liability activity

Balance at September 30, 2016	$	169,221
Initial measurement at issuance date of the notes		147,500
Derivative expense		-
Change in fair value of derivative at period end		86,016
Conversion of related principal		(171,004)
Balance September 30, 2017	$	231,733

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NOTE 10 - INCOME TAXES (Tables)

12 Months Ended

Sep. 30, 2017

Income Tax Disclosure [Abstract]

Net deferred tax assets

	As of September 30, 2017			As of September 30, 2016
Deferred tax assets:
Net operating tax carryforwards	$	937,046		$	365,113
Other		—			—
Gross deferred tax assets		937,046			365,113
Valuation allowance		(937,046	)		(365,113	)
Net deferred tax assets	$	—		$	—

Reconciliation between income taxes and expected tax benefit

	2017			2016
Income tax benefit at federal statutory rate		(34.00	)%		(34.00	)%
State income tax benefit, net of effect on federal taxes		(5.00	)%		(5.00	)%
Valuation allowance		39.00	%		39.00	%
Effective rate		0.00	%		0.00	%

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NOTE 11 - SHARE CAPITAL (Tables)

12 Months Ended

Sep. 30, 2017

Equity [Abstract]

Stock options transactions

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Term		Aggregate Intrinsic Value
Outstanding, September 30, 2016		—	$	—		—
Granted		3,120,000		0.17		3.0	$	355,200
Exercised		—		—
Expired		—		—
Outstanding, September 30, 2017		3,120,000	$	0.17		2.26	$	355,200
Exercisable, September 30, 2017		2,120,000	$	0.15		2.25	$	303,512

Fair value of options

(1) dividend yield of	0%;
(2) expected volatility of	236%,313%,223%
(3) risk-free interest rate of	1.28%,1.46%,.98%
(4) expected life of	3 years, and
(5) fair value of the Company’s common stock of	$0.13, $0.60,$0.11 per share.

(1) dividend yield of	0%;
(2) expected volatility of	249%
(3) risk-free interest rate of	1.5%
(4) expected life of	3 years, and
(5) fair value of the Company’s common stock of	$0.60 per share.

Warrant transactions

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Term		Aggregate Intrinsic Value
Outstanding, September 30, 2016		—	$	—		—
Granted		250,000		0.66		3.0		165,000
Exercised		—		—
Expired		—		—
Outstanding, September 30, 2017		250,000	$	0.66		2.70
Exercisable, September 30, 2017		250,000	$	0.66		2.70

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NOTE 12 - LEASE AGREEMENT (Tables)

12 Months Ended

Sep. 30, 2017

Leases [Abstract]

Future minimum lease payments

September 30, 2018	$	23,408
September 30, 2019		24,344
September 30, 2020		25,318
September 30, 2021		26,331
September 30, 2022		18,016
	$	117,417

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair value measurements (Details) - USD ($)	Sep. 30, 2017	Sep. 30, 2016
Level 1
Convertible notes (net of discount)	$ 0	$ 0
Level 2
Convertible notes (net of discount)	0	0
Level 3
Convertible notes (net of discount)	81,459	8,545
Derivative liability	$ 231,733	$ 169,221

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of changes in fair value (Details) - USD ($)	12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Accounting Policies [Abstract]
Balance at September 30, 2016	$ 8,545
Issuance of notes	960,500	$ 50,000
Debt discount on convertible notes	(160,500)
Accretion of debt discount	115,968
Debt discount on convertible notes due to beneficial conversion feature	(750,545)	0
Accretion of debt discount due to beneficial conversion feature	612,516
Conversion of principal into shares of common stock	(705,025)
Balance December 31, 2016	$ 81,459	$ 8,545

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NOTE 8 - CONVERTIBLE NOTES - Convertible notes (Details) - USD ($)	12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Unamortized debt discount	$ (136,012)	$ (91,480)
Unamortized debt discount due to beneficial conversion feature	(750,545)	0
Less current portion	58,432	0
Convertible debt, net of current portion and debt discount	23,027	8,545
Convertible Notes
Unamortized debt discount due to beneficial conversion feature	(138,029)	0
Convertible note due December 2017
Convertible note payable		50,025
Convertible note due August 2019
Convertible note payable		50,000
Convertible note due December 2019
Convertible note payable	80,000
Convertible note due June 2018
Convertible note payable	78,000
Convertible note due November 2017
Convertible note payable	65,000
Convertible note due August 2020
Convertible note payable	50,000
Convertible note due September 2018
Convertible note payable	$ 82,500

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NOTE 9 - DERIVATIVE LIABILITY - Fair value of derivatives (Details) - $ / shares	12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Derivatives as of September 12, 2017
(1) dividend yield of	0.00%
(2) expected volatility of, minimum	265.00%
(3) risk-free interest rate of	1.27%
(4) expected life of	3 years
(5) fair value of the Company’s common stock	$ 0.54
Derivatives as of June 26, 2017
(1) dividend yield of	0.00%
(2) expected volatility of, minimum	250.00%
(3) risk-free interest rate of	1.20%
(3) risk-free interest rate of	1.24%
(4) expected life of	3 years
(5) fair value of the Company’s common stock	$ 0.67
Derivatives as of March 31, 2017
(1) dividend yield of	0.00%
(2) expected volatility of, minimum	311.00%
(3) risk-free interest rate of	1.47%
(4) expected life of	3 years
(5) fair value of the Company’s common stock	$ 0.60
Derivatives as of September 30, 2016
(1) dividend yield of		0.00%
(2) expected volatility of, minimum		243.00%
(2) expected volatility of, maximum		413.00%
(3) risk-free interest rate of		0.50%
(3) risk-free interest rate of		0.88%
(4) expected life of		3 years
(5) fair value of the Company’s common stock		$ 0.11

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NOTE 9 - DERIVATIVE LIABILITY - Derivative liability activity (Details) - USD ($)	12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Derivative expense	$ 86,016	$ 69,196
Derivative liability
Initial measurement at issuance date of the notes	147,500
Derivative expense	0
Change in fair value of derivative at period end	86,016
Conversion of related principal	(171,004)
Balance September 30, 2017	$ 231,733

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NOTE 10 - INCOME TAXES - Net deferred tax assets (Details) - USD ($)	Sep. 30, 2017	Sep. 30, 2016
Deferred tax assets:
Net operating tax carryforwards	$ 937,046	$ 365,113
Other	0	0
Gross deferred tax assets	937,046	365,113
Valuation allowance	(937,046)	(365,113)
Net deferred tax assets	$ 0	$ 0

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NOTE 10 - INCOME TAXES - Reconciliation between income taxes and expected tax benefit (Details)	12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Income Tax Disclosure [Abstract]
Income tax benefit at federal statutory rate	(34.00%)	(34.00%)
State income tax benefit, net of effect on federal taxes	(5.00%)	(5.00%)
Valuation allowance	39.00%	39.00%
Effective rate	0.00%	0.00%

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NOTE 11 - SHARE CAPITAL - Stock options transactions (Details)	12 Months Ended
	Sep. 30, 2017 USD ($) $ / shares shares
Equity [Abstract]
Granted, number of shares | shares	3,120,000
Granted, weighted average exercise price | $ / shares	$ 0.17
Granted, weighted average remaining term	3 years
Granted, aggregate intrinsic value | $	$ 355,200
Outstanding, shares | shares	3,120,000
Outstanding, weighted average exercise price | $ / shares	$ 0.17
Outstanding, weighted average remaining term	2 years 4 months
Exercisable, shares | shares	2,120,000
Exercisable, weighted average exercise price | $ / shares	$ 0.15
Exercisable, wighted average remaining term	2 years 3 months

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NOTE 11 - SHARE CAPITAL - Fair value of options (Details)	12 Months Ended
	Sep. 30, 2017 $ / shares
Fair value options $308,909
(1) dividend yield of	0.00%
(2) expected volatility of, minimum	223.00%
(2) expected volatility of, maximum	313.00%
(3) risk-free interest rate of, minimum	0.98%
(3) risk-free interest rate of, maximum	1.46%
(4) expected life of	3 years
(5) fair value of the Company’s common stock, minimum	$ 0.11
(5) fair value of the Company’s common stock, maximum	$ 0.60
Fair value options $144,800
(1) dividend yield of	0.00%
(2) expected volatility of, maximum	249.00%
(3) risk-free interest rate of, maximum	1.50%
(4) expected life of	3 years
(5) fair value of the Company’s common stock, minimum	$ 0.60
(5) fair value of the Company’s common stock, maximum	$ 0.60

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NOTE 11 - SHARE CAPITAL - Warrant transactions (Details)	12 Months Ended
	Sep. 30, 2017 USD ($) $ / shares shares
Granted, number of shares | shares	3,120,000
Granted, weighted average exercise price | $ / shares	$ 0.17
Granted, weighted average remaining term	3 years
Granted, aggregate intrinsic value | $	$ 355,200
Outstanding, shares | shares	3,120,000
Outstanding, weighted average exercise price | $ / shares	$ 0.17
Outstanding, weighted average remaining term	2 years 4 months
Exercisable, shares | shares	2,120,000
Exercisable, weighted average exercise price | $ / shares	$ 0.15
Exercisable, wighted average remaining term	2 years 3 months
Stock option transactions
Granted, number of shares | shares	2,120,000
Granted, weighted average exercise price | $ / shares	$ 0.17
Granted, weighted average remaining term	3 years
Granted, aggregate intrinsic value | $	$ 355,200
Outstanding, shares | shares	2,120,000
Outstanding, weighted average exercise price | $ / shares	$ 0.17
Outstanding, weighted average remaining term	2 years 4 months
Outstanding, aggregate intrinsic value | $	$ 355,200
Exercisable, shares | shares	2,047,200
Exercisable, weighted average exercise price | $ / shares	$ 0.15
Exercisable, wighted average remaining term	2 years 3 months
Exercisable, aggregate intrinsic value | $	$ 303,512
Warrant transactions
Granted, number of shares | shares	250,000
Granted, weighted average exercise price | $ / shares	$ 0.66
Granted, weighted average remaining term	3 years
Granted, aggregate intrinsic value | $	$ 165,000
Outstanding, shares | shares	250,000
Outstanding, weighted average exercise price | $ / shares	$ 0.66
Outstanding, weighted average remaining term	2 years 8 months
Exercisable, shares | shares	250,000
Exercisable, weighted average exercise price | $ / shares	$ 0.66
Exercisable, wighted average remaining term	2 years 8 months

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NOTE 12 - LEASE AGREEMENT - Future minimum lease payments (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2018
Leases [Abstract]
Future minimum lease payments	$ 18,016	$ 26,331	$ 25,318	$ 24,344	$ 23,408

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NOTE 1 - ORGANIZATION (Details Narrative) - shares	12 Months Ended
	Sep. 30, 2017	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2013
Common Stock; Shares Issued	37,797,238		31,085,800
Common Stock; Shares Outstanding	37,797,238		31,085,800
Common Stock
Common Stock; Shares Issued		10,128,600		7,250,000
Common Stock; Shares Outstanding		10,128,600
Common stock after forward split, shares outstanding		31,085,800
Preferred Stock
Preferred stock; Shares Issued				10,000,000
Asset Purchase Agreement	The Company follows ASC 718-10, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company adopted a Non-Qualified Incentive Stock Compensation Plan pursuant to which the Company is reserving seven million (7,000,000) shares of Common Stock for issuance for services and the exercise of stock options. As of September 30, 2017 the Company has issued three Stock Options. one for One Million Five Hundred Thousand (1,500,000) shares to its President, Fred G. Luke, one for One Million Five Hundred Thousand (1,500,000) shares to its former CEO, John Hollister, and one for One Hundred Twenty Thousand (120,000) shares to its Director of Research, Youxue Wang, MD. Nonemployee share-based payments are measured at fair value, based on either the fair value of the equity instrument issued or on the fair value of the services received. We determine the fair value of common stock grants based on the price of the common stock on the measurement date (which is the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, if there are sufficient disincentives to ensure performance, or the date at which the counterparty's performance is complete). We determine the fair value of preferred stock grants based on the price of the preferred stock as potentially converted into common stock and based on the underlying common stock on the measurement date (which is the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, if there are sufficient disincentives to ensure performance, or the date at which the counterparty's performance is complete).

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)

12 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Stock compensation plan

The Company follows ASC 718-10, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company adopted a Non-Qualified Incentive Stock Compensation Plan pursuant to which the Company is reserving seven million (7,000,000) shares of Common Stock for issuance for services and the exercise of stock options. As of September 30, 2017 the Company has issued three Stock Options. one for One Million Five Hundred Thousand (1,500,000) shares to its President, Fred G. Luke, one for One Million Five Hundred Thousand (1,500,000) shares to its former CEO, John Hollister, and one for One Hundred Twenty Thousand (120,000) shares to its Director of Research, Youxue Wang, MD. Nonemployee share-based payments are measured at fair value, based on either the fair value of the equity instrument issued or on the fair value of the services received. We determine the fair value of common stock grants based on the price of the common stock on the measurement date (which is the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, if there are sufficient disincentives to ensure performance, or the date at which the counterparty's performance is complete). We determine the fair value of preferred stock grants based on the price of the preferred stock as potentially converted into common stock and based on the underlying common stock on the measurement date (which is the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, if there are sufficient disincentives to ensure performance, or the date at which the counterparty's performance is complete).

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NOTE 3 - GOING CONCERN (Details Narrative) - USD ($)	12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ (5,394,097)	$ (559,269)
Working capital deficit	862,416
Accumulated deficit	$ (6,605,605)	$ (1,211,508)

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NOTE 4 - NOTES RECEIVABLE (Details Narrative) - USD ($)	Sep. 30, 2017	Sep. 30, 2016
Promissory Note January 15, 2016
Secured promissory note		$ 46,400
Accrued interest		$ 2,228
Promissory Note August 17, 2016
Secured promissory note	$ 25,000
Accrued interest	$ 904

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NOTE 6 - CONSULTING AGREEMENTS (Details Narrative)

12 Months Ended

Sep. 30, 2017

Sep. 30, 2015

Consulting Agreement

Consulting agreement

On April 1, 2015, the Company entered into a twelve-month consulting agreement with an investor relations firm. Per the agreement, the Company will pay the consultant a monthly fee of $8,500 on the first day of each month with the payment deferred until the Company closes financing in the amount of $3 million or greater. Additionally, the Company was required to issue the consultant 200,000 shares of common stock on October 1, 2015. During the years ended September 30, 2017 and 2016, the Company recorded stock-based compensation expense in the amount of $-0- and $30,500 associated with the vesting of the common stock, respectively.

Advisory Agreement

Consulting agreement

On February 28, 2017, but effective January 5, 2017, the Company entered into an Advisory Agreement with Global Business Strategies Inc. (“Global “), a company controlled Mr. Luke (the “Global Agreement”). Pursuant to the Global Agreement the Company retained Global to provide management advice, corporate development strategies, to assist in the general and administrative functions, and to make Mr. Luke available to serve as a Director or a member of the Company’s management (the “Services” as defined in the Global Agreement).  In consideration for the Services the Company agreed to pay Global $8,500 per month, which included any and all fees for Mr. Luke continuing to serve as the Company’s President and fees to others working for Global, and allowed for reimbursement of expenses up to $500 per month without prior written approval. The Company also agreed to pay Global an additional $1,500 per month if Mr. Luke was appointed to serve as a Director also incorporated you of the Company, and agreed to issue to Global 55,000 shares of its Series A Convertible Preferred Stock. Mr. Luke has not been appointed a Director of the Company as of the date of this report.

Master Service Agreement

Consulting agreement

On June 10, 2017, the Company entered into a Master Service Agreement with an investment consultant to provide services to the Company for a period of six months. The agreement calls for a budget of $215,000 with an initial payment of $150,000. Additionally, the agreement called for the issuance of 250,000 cashless warrants exercisable for three years at a price of 110% of the closing price on June 10, 2017.

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NOTE 7 - NOTES PAYABLE (Details Narrative)	Sep. 30, 2017 USD ($)
Note payable as of September 30, 2017
Notes payable	$ 25,000
Accrued interest	$ 1,156
Interest rate	12.00%
Note payable as of June 30, 2017
Notes payable	$ 74,500
Accrued interest	$ 10,611
Interest rate	10.00%

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NOTE 8 - CONVERTIBLE NOTES (Details Narrative)

12 Months Ended

Sep. 30, 2017

Sep. 30, 2016

Promissory note

Convertible notes terms

On September 2, 2016, the Company amended and restated that certain outstanding promissory note of the Company, dated July 3, 2015, in the principal amount of $50,025. The replacement convertible promissory note matures on December 31, 2017 and bears interest at the rate of 8% per annum, and the principal and interest due thereunder may be prepaid at any time. The note, together with all interest as accrued, is convertible into shares of the Company’s common stock at 50% of the trailing average highest closing bid price of the Company’s common stock on the date of conversion. During July 2017, the note and accrued interest was converted into 524,745 shares of the Company’s common stock. As of September 30, 2017, the note balance and accrued interest is $-0- and $-0-, respectively. The fair value of the debt extinguishment related to this transaction was valued at $211,967 and included in the statement of operations for the year ended September 30, 2017.

Note purchase agreements (1)

Convertible notes terms

On August 1, 2016, the Company entered into those four (4) Note Purchase Agreements (collectively, the “Purchase Agreements”) in connection with the issuance of certain convertible promissory notes, dated August 1, 2016 (collectively, the “Purchase Notes”) in the aggregate principal amount of $50,000. All of the Purchase Notes are due in 36 months. The Purchase Notes bear interest at the rate of 8% compounded monthly. The Purchase Notes, together with all interest as accrued, is convertible into shares of the Company’s common stock at 50% of the trailing average highest closing bid price of the Company’s common stock on the date of conversion. Due to the beneficial conversion feature of these notes, the Company recorded $50,000 of debt discount as a contra liability and amortized $50,000 of the discount during the year ended September 30, 2017. During July 2017, the notes and accrued interest were converted into 166,627 shares of the Company’s common stock. As of September 30, 2017, the Purchase Notes balance and accrued interest is $-0- and $-0-, respectively.

Note purchase agreements (2)

Convertible notes terms

During the year ended September 30, 2017, the Company entered into certain Note Purchase Agreements (collectively the “Purchase Agreements”) in connection with the issuance of certain convertible promissory notes, in the aggregate principal amount of $685,000. The Purchase Notes are due in 36 months. The Purchase Notes bear interest at the rate of 8% compounded monthly. The Purchase Notes, together with all interest as accrued, are each convertible into shares of the Company’s common stock at a conversion price of Eleven cents ($0.11) per share. Due to the beneficial conversion feature of these notes, the Company recorded $635,545 of debt discount as a contra liability and amortized $576,838 of the discount during the year ended September 30, 2017. During July 2017, certain note holders converted their respective principal and accrued interest into 5,720,066 shares of the Company’s common stock. As of September 30, 2017, the note balances and accrued interest are $80,000 and $5,110, respectively.

Securities purchase agreement (1)

Convertible notes terms

On June 26, 2017, the Company entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory note (the “Power Up Note”) in the aggregate principal amount of $78,000. The Power Up Note matures on June 30, 2018 (the “Maturity Date”), and bears interest at the rate of 12% per annum. After 180 days, the Note may not be prepaid. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date. This note, together with all interest as accrued, is convertible into shares of the Company’s common stock at a 35% discount to the lowest trading price in the 10-day period ending on the latest complete Trading Day prior to the Conversion Date. Due to the beneficial conversion feature of this note, the Company recorded $78,000 of debt discount as a contra liability and amortized $20,293 of the discount during the year ended September 30, 2017. As of September 30, 2017, The Power Up Note was paid in full in December 2017.

Securities purchase agreement (2)

Convertible notes terms

On August 14, 2017, the Company entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory note (the “Kingdom Note”) in the aggregate principal amount of $65,000. The Note matures on November 14, 2017 (the “Maturity Date”), and bears interest at the rate of 8% per annum. The Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at $0.11 per share. Due to the beneficial conversion feature of this note, the Company recorded $65,000 of debt discount as a contra liability and amortized $33,944 of the discount during the year ended September 30, 2017. As of September 30, 2017, the note balance and accrued interest is $65,000 and $671, respectively. This note remains unpaid at September 30, 2017.

Securities purchase agreement (3)

Convertible notes terms

On August 23, 2017, the Company entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory note (the “Hayden Note”) in the aggregate principal amount of $50,000. The Note matures on August 23, 2020 (the “Maturity Date”), and bears interest at the rate of 8% per annum. The Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at $0.11 per share. Due to the beneficial conversion feature of this note, the Company recorded $50,000 of debt discount as a contra liability and amortized $1,734 of the discount during the year ended September 30, 2017. As of September 30, 2017, the note balance and accrued interest is $50,000 and $417, respectively. This note remains unpaid at September 30, 2017.

Securities purchase agreement (4)

Convertible notes terms

On September 12, 2017, the Company entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory note (the “First Fire Note”) in the aggregate principal amount of $82,500. The Note matures on September 12, 2018 (the “Maturity Date”), and bears interest at the rate of 5% per annum. The Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at a 35% discount to the lowest trading price in the 21-day period ending on the latest complete Trading Day prior to the Conversion Date. As of September 30, 2017, the note balance and accrued interest is $82,500 and $203. This note remains unpaid at September 30, 2017.

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NOTE 9 - DERIVATIVE LIABILITY (Details Narrative) - USD ($)

12 Months Ended

Sep. 30, 2017

Sep. 30, 2016

Loan agreement (1)

Derivative liability

$ 50,025

Terms

During August 2016, the Company entered into a Loan Agreement with an investor pursuant to which the Company issued a convertible promissory note in the principal amount of $50,025. The Note is convertible into shares of common stock at an initial conversion price subject to adjustment as contained in the Note. The note, together with all interest as accrued, is convertible into shares of the Company’s common stock at 50% of the trailing average highest closing bid price of the Company’s common stock on the date of conversion. The Note accrues interest at a rate of 8% per annum and matures on December 31, 2017.

Loan agreement (2)

Derivative liability

$ 50,000

Terms

During August 2016, the Company entered into Loan Agreements with investors pursuant to which the Company issued convertible promissory notes in the principal amount of $50,000. The Notes are convertible into shares of common stock at an initial conversion price subject to adjustment as contained in the Note. The note, together with all interest as accrued, is convertible into shares of the Company’s common stock at 50% of the trailing average highest closing bid price of the Company’s common stock on the date of conversion. The Notes accrue interest at a rate of 10% per annum and mature on August 1, 2019.

Loan agreement (3)

Derivative liability

$ 78,000

Terms

During June 2017, the Company entered into a Loan Agreement with an investor pursuant to which the Company issued a convertible promissory note in the principal amount of $78,000. The Note is convertible into shares of common stock at an initial conversion price subject to adjustment as contained in the Note. The note, together with all interest as accrued, is convertible into shares of the Company’s common stock at 65% of the trailing average highest closing bid price of the Company’s common stock on the date of conversion. The Note accrues interest at a rate of 12% per annum and matures on June 30, 2018.

Loan agreement (4)

Derivative liability

$ 82,500

Terms

During September 2017, the Company entered into a Loan Agreement with an investor pursuant to which the Company issued a convertible promissory note in the principal amount of $82,500. The Note is convertible into shares of common stock at an initial conversion price subject to adjustment as contained in the Note. The note, together with all interest as accrued, is convertible into shares of the Company’s common stock at 65% of the trailing average highest closing bid price of the Company’s common stock on the date of conversion. The Note accrues interest at a rate of 5% per annum and matures on September 12, 2018.

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NOTE 10 - INCOME TAXES (Details Narrative)	Sep. 30, 2017 USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carry forwards	$ 2,400,000

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NOTE 11 - SHARE CAPITAL (Details Narrative) - USD ($)	12 Months Ended
	Sep. 30, 2015	Sep. 30, 2017	Sep. 30, 2016
Common stock, authorized		475,000,000	475,000,000
Common stock, value		$ 0.0001	$ 0.0001
Common stock April 1, 2015
Common stock, granted	200,000
Common stock, value	$ 1
Share-based compensation expense	$ 200,000
Common stock
Common stock, authorized		475,000,000
Preferred stock, authorized		25,000,000

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NOTE 12 - LEASE AGREEMENT (Details Narrative) - USD ($)	Sep. 30, 2017	Sep. 30, 2016
Leases [Abstract]
Rent expense	$ 11,717
Lease security deposit	$ 4,871	$ 0

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NOTE 13 - CONTINGENCY (Details Narrative)	12 Months Ended
	Sep. 30, 2017 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Accrued expenses	$ 53,200
Note payable	74,500
accrued interest	$ 10,611