Share and per share amounts
have been retroactively adjusted to reflect the increased number of shares resulting from a stock split.
The accompanying notes are
an integral part of these financial statements.
Share and per share amounts
have been retroactively adjusted to reflect the increased number of shares resulting from a stock split.
The accompanying notes are
an integral part of these financial statements.
The accompanying notes are
an integral part of these financial statements.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2017 and 2016
(Unaudited)
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.
Online marketplace
and community
The Company's
initially-defined business strategy is to acquire and/or develop and market software and services that will significantly enhance
the performance and functionality of the Internet services used by individuals and by small to medium sized businesses. The Company's
products and services, essentially an online marketplace and community, will use proprietary technology that will enable users,
both service requestors and service providers, to work collaboratively to obtain substantial improvements in performance, reliability
and usability. Service requestors (people or companies requesting a service) name their own price, date and time for any service.
A service requestor can also select qualifying criteria such as number of reviews or review rankings of a service provider. The
first service provider who can provide that service, on that date, at that time and meets the service ranking requirements will
get the project. The web site and the platform, originally titled www.AnytimeJobs.com experienced security issues shortly after
it was launched and had to be taken down to correct the security problems. At the present time, the additional programming to eliminate
the security problem has not been completed and the platform is not available online.
Once the security
issues with the platform are resolved, the Company's online marketplace and online community will match up daily job or service
requests and fill market demand for service requests throughout a particular local community, county or city and will connect local
resources with local needs. A goal is to create jobs and provide market value for basic services by aggregating these low-cost
services within each local market. This will maximize value for either the person or company requesting the service and for the
person or company providing the service. In other words, service providers will get the best possible price for their service and
the party requesting the service will pay the lowest possible price.
Operations,
Consulting and Advisory Services in the Organ Transplant segment of the Healthcare Industry
On November 1, 2016,
pursuant to, and in preparation for, the fulfillment of the Asset Purchase Agreement to acquire all of the assets of GandTex LLC,
A Texas Limited Liability Company (“GandTex”), the Company formed 2 subsidiaries in the state of Nevada, NuLife BioMed,
Inc., and NuLife Technologies, Inc. GandTex is a biomedical company focused on advancing human organ transplant technology and
medical research. The assets being transferred consist 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
conducted by GandTex.
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 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 under the GandTex Assets (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.
On June 26, 2017,
the Company’s wholly owned subsidiary, NuLife Technologies Inc., formed and serves as the current Managing Member of NuLife
Oncology Services LLC, a Wyoming limited liability company (“NuLife Ocnology”).
We intend to
have NuLife Oncology operate as a stand-alone joint venture between NuLife Technologies Inc. as a Co-Managing Member and one
other recognized consulting organization in the healthcare patient, clinical & genomic data collection, and
the
pharmaceutical / diagnostic industries serve as a Co-Managing Member. AS of the date of this Report we do not have any
agreements or letters of Intent signed with the prospective Co-Managing Member.
NuLife Oncology
was created to address the Healthcare Professional Services Group focused on optimizing oncological data exchange for the pharmaceutical
/ diagnostic industries betterment of oncology patients, medical practices, and the pharmaceutical / diagnostic industries. It
is our current intent to have NuLife Oncology focus on addressing the following Healthcare marketplace dynamics:
|
o
|
The capture and aggregation of large-scale patient clinical &
genomic data sets within oncology practices is quickly advancing, while plans to optimize the utility of such data remains poorly-defined.
Intuitively, the oncology practices recognize the value of such data, but lack the sophistication to create monetization plans
with the data.
|
|
o
|
The exchange of genomic data between healthcare providers and pharma/diagnostic
companies is nearly non-existent; significant opportunities exist to facilitate efficient Patient & Rx match both in pre-clinical
and post-marketing settings. Through its network of oncology practices, NuLife
Oncology
will
assimilate these data sources in order to “repackage and sell” to various oncology marketplace stakeholders.
|
|
o
|
There are no known corporate entities serving as data exchanges,
which seek to benefit all contributors and consumers of these data. Data sale transactions are typically one-sided, whereas NuLife
Oncology
will serve as a “revenue sharing” partner with the oncology physician
practices.
|
|
o
|
The proliferation of Targeted Therapies and Molecular Diagnostic
tests presents various challenges re: integrating new technologies within oncology practices. NuLife
Oncology
will partner with practices to ensure seamless integration of current and emerging new technologies by effectively sourcing, contracting
and intermediating molecular testing on the practice’s behalf. NuLife
Oncology
will accomplish
this through a preferred and recommended network of diagnostic testing companies. Management of this process will serve as “the
gate” through which NuLife
Oncology
secures access to genomic and clinical data from
the practices.
|
In short, NuLife Oncology aims to solve the data-exchange
gap through:
o
Democratization of appropriate low-cost diagnostic
testing services
o
Integration of molecular data for improved patient
outcomes
o
Brokering data relationships between Pharma and
oncology practices
o
Monetization of data with benefit to all Oncology
Care stakeholders
o
Creating genomics-based research opportunities
for oncology practices
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 has 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, Inc. and NuLife Technologies, Inc., and NuLife Oncologies LLC, a newly formed Wyoming limited liability company
for which NuLife Technologies Inc. currently serves as the Managing Member.
The unaudited
interim financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission.
The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are,
in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information
and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been omitted pursuant to such rules and regulations. These condensed consolidated
financial statements should be read in conjunction with the audited financial statements and notes for the year ended September
30, 2016 included in our Annual Report on Form 10-K. The results of the nine-month periods ended June 30, 2017 are not necessarily
indicative of the results to be expected for the full year ending September 30, 2017.
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 June 30, 2017 and September
30, 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 June 30
,2017 the Company has only issued one Stock Option for One Million Five Hundred Thousand (1,500,000) shares to its President,
Fred G. Luke and has an agreement to issue One Million Five Hundred Thousand (1,500,000) shares to its CEO, John Hollister,
but has not yet provided Mr. Hollister with the Option Agreement. 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.
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 earnings (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 June 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) – June 30, 2017
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
217,173
|
|
|
Convertible notes (net of discount) – September 30, 2016
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,545
|
|
|
Derivative liability – June 30, 2017
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
283,800
|
|
|
Derivative liability – September 30, 2016
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
169,221
|
|
The following table
provides a summary of the changes in fair value of the Company’s Promissory Notes, which are both Level 3 liabilities as
of June 30, 2017:
Balance at September 30, 2016
|
|
$
|
8,545
|
|
Issuance of notes
|
|
|
763,000
|
|
Debt discount on convertible notes
|
|
|
(78,000
|
)
|
Accretion of debt discount
|
|
|
39,727
|
|
Debt discount on convertible notes due to beneficial conversion feature
|
|
|
(635,545
|
)
|
Accretion of debt discount due to beneficial conversion feature
|
|
|
119,446
|
|
Balance June 30, 2017
|
|
$
|
217,173
|
|
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 June 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.
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.
Reclassification
In order to present
comparable financial sheets, accrued expenses and due to related parties were reclassified as of September 30, 2016. This reclassification
did not affect the amount of liabilities in total.
Recently Issued Accounting Pronouncement
s
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).
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 lessor accounting 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 is currently evaluating the
impact that the standard will have on its financial statements.
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.
NOTE 3 – GOING CONCERN
The accompanying
financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying
financial statements, the Company had negative working capital of $651,221 and, having incurred net losses since inception, an
accumulated deficit of $4,888,030 at June 30, 2017.
For the period
ended June 30, 2017, management evaluated the Company's ability to continue as a going concern and concluded that substantial doubt
has not been alleviated about the Company's ability to continue as a going concern. While the Company continues to explore further
significant sources of financing, management's assessment was based on the uncertainty related to the amount and nature of such
financing over the next twelve months.
The financial
statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
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. Closing was subject to financing and other contingencies per a non-binding
Letter of Intent. This note had an interest rate of 8% per annum, with principal and unpaid and accrued interest originally due
on June 30, 2016. On March 31, 2016, the Company entered into Amendment #1 to this note to (i) extend the due date to June 30,
2016, unless the contemplated transaction closes prior thereto, in which case the note will be cancelled, (ii) reduce the principal
to $31,400 to characterize $15,000 of the funds transferred to sellers as a non-refundable earnest money payment and (iii) stipulate
that interest is to accrue on the lower $31,400 principal since inception. On June 30, 2016, the Company entered into Amendment
#2 to this note to (i) extend the due date to September 30, 2016, unless the contemplated transaction closes prior thereto, in
which case the note will be cancelled. On September 30, 2016, the Company determined this note to no longer be collectible. As
such, the principal amount of $31,400, the non-refundable deposit amount of $15,000 and accrued interest in the amount of $2,228
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 to advance funds to the sellers of assets in
regards to the Asset Purchase Agreement referenced in Note 1. This note has an interest rate of 8% per annum, with principal and
unpaid and accrued interest due on February 17, 2017. On January 29, 2017, the note was deemed uncollectible, the principal amount
of $25,000 and accrued interest in the amount of $904 was written off and included in operating expense for the nine months ended
June 30, 2017. As of June 30, 2017, the total outstanding under this note including accrued interest is $-0-.
NOTE 5 -
INVESTMENT
On November 1, 2016,
pursuant to, and in preparation for, the fulfillment of the Asset Purchase Agreement to acquire all of the GandTex Assets the Company
formed two subsidiaries in the state of Nevada, NuLife BioMed, Inc., and NuLife Technologies, Inc. GandTex is a biomedical company
focused on advancing human organ transplant technology and medical research. The assets being transferred consist 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 conducted by GandTex.
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 Stock
Based Compensation, not an Investment.
NOTE 6 - 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 nine months ended June 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 the Company entered into an Advisory Agreement with Global Business Strategies Inc.(“Global“), a Company owned
by the Company’s President Fred G. Luke (“the “Global Agreement”), pursuant to which the Company retained
Global to provide management advice and corporate development strategies, and to make Mr. Luke available to serve as the Company’s
President, for an aggregate of $8,500 per month and, subject to the condition that Global effected filing of the Company’s
its Quarterly Report for the period ending December 31, 2016 on Form 10-Q on a timely basis, Global received an aggregate of 55,000
shares of restricted Series A Convertible Preferred Stock.
NOTE 7 – NOTES PAYABLE
As of June 30,
2017, the Company had one note payable issued and outstanding to third party lenders with a total principle of $25,000 and accrued
interest of $14,400. The note was due on June 30, 2015, has an interest rate of 12%. This note remains unpaid. The note is in default
as of June 30, 2017.
As of June 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,
a former director of and consultant to the Company, was a managing member. On June 30, 2016, the Company entered into Amendment
#1 to these three notes to extend the due date to the earlier of one week after the closing of a certain contemplated farm property
acquisition or October 31, 2016. The three notes are currently in default. However, the default interest demand of 18% per month
by Mr. Loiselle is being disputed by the Company due to the lack of provision for default interest in the notes. The three notes
have been reclassified to non-related party debt. See also Note 11.
NOTE 8 – CONVERTIBLE NOTES
Convertible notes consist of the following:
|
|
June 30, 2017
(Unaudited)
|
|
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
|
|
|
$
|
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
|
|
|
|
50,000
|
|
Convertible note payable, annual interest rate of 8%, convertible into common stock at a variable rate per share and due October 2019.
|
|
|
50,000
|
|
|
|
—
|
|
Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.11 per share and due November 2019.
|
|
|
30,000
|
|
|
|
—
|
|
Convertible notes payable, annual interest rate of 8%, convertible into common stock at $0.11 per share and due December 2019.
|
|
|
605,000
|
|
|
|
—
|
|
Convertible note payable, annual interest rate of 12%, convertible into common stock at a variable rate per share and due June 2018
|
|
|
78,000
|
|
|
|
—
|
|
Unamortized debt discount
|
|
|
(129,752
|
)
|
|
|
(91,480
|
)
|
Unamortized debt discount due to beneficial conversion feature
|
|
|
(516,100
|
)
|
|
|
-)
|
|
|
|
|
217,173
|
|
|
|
8,545
|
|
Less current portion
|
|
|
33,067
|
|
|
|
-0-
|
|
Convertible debt, net of current portion and debt discount
|
|
$
|
184,106
|
|
|
$
|
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. As of June 30, 2017, the note balance and accrued interest is $50,025 and
$8,026, respectively.
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 $15,205 of the discount during the nine months ended June 30, 2017. As of June 30, 2017, the
Purchase Notes balance and accrued interest is $50,000 and $3,649, respectively.
During the nine
months ended June 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 $119,446 of the discount during the nine months ended June 30, 2017. As of June 30, 2017, the
note balances and accrued interest are $685,000 and $31,506, respectively.
On June 26, 2017,
the Company entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory
note (“Note”) in the aggregate principal amount of $78,000. The 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. 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 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 $846 of the discount during the nine months ended June 30, 2017. As of June 30, 2017, the note balance and accrued
interest is $78,000 and $103, respectively.
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.
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 $298,140 was allocated as a debt discount in the amount of $175,025 and excess $123,115
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:
|
June 26, 2017
|
March 31, 2017
|
|
September 30, 2016
|
(1) dividend yield of
|
0%;
|
0%;
|
|
0%;
|
(2) expected volatility of
|
250%,
|
311%,
|
|
243% - 413%,
|
(3) risk-free interest rate of
|
1.20% - 1.24%,
|
1.47%,
|
|
0.50% - 0.88%,
|
(4) expected life of
|
1 year
|
1-3 years
|
|
1-3 years
|
(5) fair value of the Company’s common stock of
|
$0.67 per share.
|
$0.60per share.
|
|
$0.11 per share.
|
During the nine
months ended June 30, 2017 and 2016, the Company recorded the loss in fair value of derivative and derivative expense in the amount
of $39,579 and $-0-, respectively.
For the nine months
ended June 30, 2017, $39,727 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
|
|
|
103,520
|
|
Derivative expense
|
|
|
-
|
|
Change in fair value of derivative at period end
|
|
|
11,059
|
|
Balance June 30, 2017
|
|
$
|
283,800
|
|
NOTE 10 – 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 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 “Compensation Plan”), and
reserved 7,000,000 shares for issuance from the Compensation Plan. As of the date of this report no shares have been issued from
the Compensation Plan.
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:
|
|
o
|
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.
|
|
o
|
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.
|
o
|
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.
|
|
o
|
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.
|
|
o
|
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.
|
|
o
|
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.
|
|
o
|
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:
o
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 SMFI 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
|
|
o
|
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.
|
|
o
|
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.
|
|
o
|
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.
|
|
o
|
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;
|
|
o
|
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.
|
|
o
|
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.
|
As
described in Footnote 5 above, pursuant to the terms of the Asset Purchase Agreement with GandTex, on December 30, 2016 the Board
approved the issuance of 10,000,000 shares of the Company’s Series B Convertible Preferred Stock to GandTex. The shares were
released to GandTex concurrent with the closing on January 29, 2017.
On
January 20 , 2017, the Company entered into a Debt Conversion Agreement (the “Conversion Agreement”) in respect of
$13,750 of the accruing monthly fees due to MZHCI, LLC(“MZ”) by the Company pursuant to the Investor Relations Consulting
Agreement between MZ and the Company dated April 1, 2015 (the “Released Debt”) together with a release by MZ in favor
of the Company for any claims for reimbursement of any and all due diligence expenses, investigative costs or any other type of
fees or costs incurred by MZ related to the recent purchase by the Company of the GandTex Assets. Pursuant to the terms of the
Conversion Agreement, and in exchange for the release, the Company issued to MZ an aggregate of 55,000 shares of restricted Series
A Convertible Preferred Stock.
Valuation of Series A and Series
B Preferred Stock.
The
initial Certificate of
Desig
nation 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 and its being treated as an expense.
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 creating a Series B Preferred
Stock is to be amended to change the terms of conversion, and eliminated the requirement that GandTex, or any assignee of any of
the Series B Stock, obtain approval that any conversion must be approved 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 has not yet
been filed with the state of Nevada, but will be shortly after we receive fully the executed Amendment Documents -see NOTE 13 -
SUBSEQUENT EVENTS. Pursuant to the proposed amended conversion features, the 10,000,000 shares of Series B Preferred Stock can
be converted as follows:
.
“3.0 Conversion
into Common Stock.
3.1
Conversion.
One million shares of Series B Prefer
r
ed Stock shall be
convertible into two million shares (l-for-2 ratio) of common stock of the Co
r
poration
,
subject to notice requ
i
rements
of pa
r
agraph 3.2
,
one
year from the date the holder receives its shares of Series B Preferred Stock
,
into
such number of fully paid and non-assessable shares o
f
Common
Stock.
N
i
ne
million shares of Series B P
r
eferred Stock shall be convertible
into twenty-seven million shares (l-for-3 ratio) of Common Stock
,
subject
to notice requirements of paragraph 3.2
,
at
s
uch
time onl
y
when the Corporation has annual gross revenues
of $60
,
000,000 deriv
i
ng
from the Gandy
/
Gandtex patents or processes, into
s
uch
number of fully paid and non-assessable shares of Common Stock.”
Stock Options
Pursuant to the
Employment Agreement with Mr. Hollister, Mr. Hollister is to be granted option to purchase up to 1,500,000 shares of the Company’s
Common Stock. However, as of the date of this report the option price of the underlying shares has not been calculated, and the
Option Agreement has not been executed – see Footnote 13. Subsequent Events.
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 (the “Option Agreement”) which was Fourteen cents ($0.14)
per share and subject to certain adjustments on November 15, 2016. The options vested immediately.
Stock option transactions for the
nine months ended June 30, 2017 are summarized as follows:
|
|
Shares
|
|
|
Weighted Average
Exercise
Price
|
|
|
Weighted Average Remaining
Term
|
|
Aggregate
Intrinsic Value
|
Outstanding, September 30, 2016
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
Granted
|
|
|
1,500,000
|
|
|
|
0.14
|
|
|
|
3.0
|
|
186,904
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
Expired
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
Outstanding, June 30, 2017
|
|
|
1,500,000
|
|
|
|
0.14
|
|
|
|
2.4
|
|
|
Exercisable, June 30, 2017
|
|
|
1,500,000
|
|
|
$
|
.0.14
|
|
|
|
2.4
|
|
|
The initial fair
value of the option was $186,904 charged to operating expense during the nine months ended June 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%,
|
|
(3) risk-free interest rate of
|
|
1.28%,
|
|
(4) expected life of
|
|
3 years, and
|
|
(5) fair value of the Company’s common stock of
|
|
$0.13 per share.
|
|
The fair value
of options exercised in the three and nine months ended June 30, 2017 and 2016 was $0 and $0, and $0 and $0, respectively.
The Company
recorded $0 and $43,098, and $2,700,654 and $43,098 of stock compensation expense in the statements of operations for the three
and nine months ended June 30, 2017 and 2016, respectively, related to non-vested share-based compensation arrangements granted
under existing stock option plans.
As of June
30, 2017, there was $0 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted
under existing stock option plans.
NOTE 11 - RELATED PARTY TRANSACTIONS
In
April of 2015 Mr. Brian Loiselle, a former director of the Company, agreed to transfer his ownership interest in a cannabis farm
and related equipment known as the "Tamarack Project", which was the subject of a certain Letter of Intent to which the
Company was a party. In addition, it was proposed that Mr. Cahill sell all of his 21,750,000 shares of the Company to Blue River
Equity LLC, an Arizona Limited Liability Company (“Blue River”), a company controlled by Mr. Loiselle. The transfer
of the Tamarack Project, and other projects which Mr. Loiselle offered in substitution for the Tamarack Project were never acquired
by Mr. Loiselle and, therefore could not be transferred to the Company, resulting in a breach of the representations by Mr. Loiselle,
for himself and on behalf of Blue River, and the failure of Mr. Loiselle and/or Blue River to cause any property to be transferred
into
the
Company. Consequently, as a result of the breach and failure to deliver the primary consideration for the shares held by Mr. Cahill.
Mr. Cahill never transferred the subject shares thereby voiding the agreement between himself and Blue River, and retained Beneficial
Ownership of the subject shares as evidenced by Mr. Cahills filing of a Beneficial Ownership Report on Form SC-13G on October 4,
2016.
In
addition, Mr. Loiselle induced the Company to make a non-refundable payment of $50,000 in connection with his attempt to purchase
a replacement cannabis farm and property, the “Stroud Farm”, which never closed and the $50,000 was written off in
the year ended September 30, 2015. After giving Mr. Loiselle several extensions of time to perform on his proposed multi-part transaction,
we severed relations with Mr. Loiselle in August 2016. As of September 30, 2016, $53,200 was due to Mr. Loiselle and included as
Due to Related Party which is in dispute as described below.
Effective January
1, 2016, in recognition of the absence of employment and consulting agreements and the time commitment to the Company on the part
Mr. Sean Clarke, the Company's Chief Financial Officer and sole director, and Brian Loiselle, a former member of the Board of Directors,
respectively, the Board of Directors on March 31, 2016 approved monthly compensation in the amount of $10,000 to be paid to Mr.
Sean Clarke and Brian Loiselle, to be deferred and accrued and only paid following the Closing of the purchase of the Stroud Farm
and at such time as the Company has the necessary financial resources. Effective April 1, 2016, such monthly compensation was revised
from $10,000 to $5,000, but the Board of Directors reaffirmed that such payment was to be deferred and accrued, and only paid following
the Closing of the purchase of the Stroud Farm and at such time as the Company has the necessary financial resources At September
30, 2016, $53,200 has been accrued and is included in accrued expenses
.
However, the Company severed the relationship
with Mr. Loiselle in August 2016 following the failure of close on the purchase the Stroud Farm and, therefore, the Company is
disputing the obligation for payment of these accrued consulting fees.
As
of June 30, 2017, the Company had three notes payable issued and outstanding with an entity controlled by Mr. Loiselle 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 related party for all three notes is EastWest Secured Developments, LLC; an Arizona Limited
Liability Company (“EWSD”) of which Mr. Brian Loiselle, a director of and consultant to the Company, is a
managing member. On June 30, 2016, the Company entered into Amendment #1 to these three notes to extend the due date of the
three notes is October 31, 2016. As of March 31, 2017, the Company owed EWSD $53,200 of accrued and unpaid services which is
reported as accrued expenses. Mr. Loiselle’s services terminated in July 2016 ending his affiliation with the Company
and therefore neither he nor EWSD were considered a Related Party at June 30, 2017.
On
April 22, 2015, the Company and Newport Board Group entered into an Advisory Services Agreement whereby Mr. Donahue would
serve as the Company's Chief Operating Officer. The term of the initial agreement was for 60 days. The Board of Directors approved
by resolution to extend the Agreement with the Newport Board Group on June 9, 2015, but no definitive agreement was signed and
no set termination date was set; however, the resolutions provided for either party to terminate the extension at any time with
30 days' written notice. The monthly fee under the original agreement was $4,000 to be paid monthly for Mr. Donahue to serve as
the Chief Operations Officer and was negotiated and connected to the original proposed transfer of the Tamarack Project to the
Company by Mr. Loiselle.
During
the nine months ended June 30, 2017, the Company paid $-0- to Newport Board Group, with an additional $59,633 of monthly fees deferred
and included as accrued expenses at June 30, 2017. During the nine months ended June 30, 2016, the Company paid $-0- to Newport
Board Group, with an additional $21,500 of monthly fees deferred and included as Due to Related Party at September 30, 2016. The
Company terminated the extension in September 2016, effective October 15, 2016. The Company has continued to defer and accrue all
additional fees through October 15, 2016. On August 7, 2015, the Company granted 100,000 shares of restricted common stock to Mr.
John Donahue, the Company’s former Chief Operations Officer. As of June 30, 2017, the Company owed Newport Board Group $59,633
of accrued and unpaid services which is reported as accrued expenses, but Mr. Donahue’s services terminated in September
2016 ending his affiliation with the Company and therefore was not considered a Related Party at June 30, 2017.
As
of June 30, 2017, the Company owed Mr. Clarke and Mr. Luke $52,500 and $-0-, respectively, of accrued and unpaid compensation.
These amounts are included as Due to Related Party at June 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
as our interim our Chief Executive Officer, pending the completion of the sale the Purchase Notes. A definitive agreement was agreed
upon and executed between the Company and Mr. Hollister on May 15, 2017, and contained the agreement for the Company to grant Mr.
Hollister Options to purchase up to 1,500,000 shares of the Company’s Common Stock, vesting upon certain events. The Option
Agreement has not yet been executed. A copy of the Employment Agreement with Mr. Hollister was filed on Form 8-K on May 17, 2017-
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 (the “Option Agreement”) which was Fourteen cents ($0.14)
per share and subject to certain adjustments on November 15, 2016. The options are valued at $186,904 and recorded as expense
during the nine months ended June 30, 2017.
On May 15,2017 the
Company entered into an Employment Agreement with Mr. John Hollister to serve as the CEO of the Company. In addition to his role
as CEO, Mr. Hollister will serve as the President of NuLife BioMed and be in charge of all aspects of the Animal Trials, review
of the data submitted to the Food and Drug Association (“FDA”), and the Clinical Trials, subject to the approval by
the FDA of our Animal Trial results and conclusions.
In
March, 2017, we retained Dr. Youxue Wang MD, PhD to serve as the Director of Research for NuLife Biomed Inc. Doctor Wang has been
working for several months for us in the development of the pre-clinical pig study protocol, which was recently up-loaded to the
review board at Florida International University (“FIU”) for approval. We currently finalized the terms of an Advisory
Agreement with South Broward Hospital District d/b/a Memorial Healthcare System
(“
Memorial”),
the current employer of Doctors Arenas and Hranjec, both transplant surgeons, to perform the actual organ removal and replacement
during the Animal Trials. Doctors Wang, Arenas, and Hranjec have recently received medical clearance from FIU to conduct the surgeries.
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 nine months ended June 30, 2017 and 2016 was $2,742 and $-0-, respectively.
Future minimum lease
payments are as follows for the years ending:
|
September 30, 2017 (remaining three months)
|
|
|
$
|
5,775
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
123,192
|
|
NOTE 13 -
CONTINGENCY
As
of June 30, 2017, as described in Note 11, the Company has accrued $53,200 in Due to Related party - Mr. Loiselle
,
note
payable of $74,500 and accrued interest of $10,611 due EWSD. At June 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.
NOTE 14
- SUBSEQUENT EVENTS
Aa
result of third-party delays related to the Company (a) gaining approval for its “Protocal” for the Animal Trials,
(b) finalizing the terms of the Lease for its Lab facilities at NOVA Southeastern University, (c) finalizing the terms of the agreement
with South Broward Hospital District d/b/a Memorial Healthcare System
(“
Memorial”),
the current employer of the two transplant surgeons who the Company intends to retain to carry out the remaining Animal Trials,
and (d) other issues out of the control of the Company, the original estimates as to the timelines for the Animal Trials, revenue
projections , and other representations by GandTex in the original GandTex Asset Acquisition Agreement, made it impact able for
the Company to rely on the original projected benchmarks as to the completion date of the Animal Trials, obtaining approval from
the requisite regulatory bodies, or the revenue projections as originally represented by GandTex at Closing. As a result, GandTex
agreed to amend certain aspects of the Asset Acquisition Agreement, and agreed to provide us with a Lockup Agreement and an Indemnity
Agreement. In consideration for these added agreements (the “Amendment Documents”), we agreed to amend the conversion
formula of the Series B Convertible Preferred Stock issued to GandTex and take the GandTex Assets subject to a Royalty Agreement.
The Amendment Documents will be included as Exhibits in an Form 8-K filed by the Company concurrently with the countersignature
of the documents and the filing of the Amended and Restated Certificate of Designation of the Series B Convertible Preferred Stock.
We finally resolved
the majority of the causes of delays and resumed Animal Trials during the first week in August 2017.