**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-KSB**


(Mark
      One)





x Annual
      Report
      Pursuant to Section 13 or 15(d) of the Securities


Exchange
      Act of 1934




oTransitional
      Report Under Section 13
      or 15(d) of the Securities


Exchange
      Act of 1934




For
      the
      fiscal year ended December 31, 2007




*Commission
      File No. 0-32321*




**APPLIED
      WELLNESS CORPORATION**


(Exact
      name of registrant as specified in its charter)





**Nevada**
            
            **000-32321**
            
            **88-0440989**(State
                or other jurisdiction
            
            (Commission
            
            (I.R.S.
                Employerof
                incorporation)
            
            File
                Number)
            
            Identification
                No.)





**7710
                Balboa Ave, Suite 323, San Diego, CA**
            
            **92111**(Address
                of principal executive offices)
            
            (Zip
                Code)




Registrant’s
                telephone number, including area code:
            
            **866-522-5262**




**New
      Life Scientific, Inc.**


Former
      name or former address, if changed since last report




Securities
      registered under Section 12(b) of the Exchange Act:


None




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


Common
      Stock


(Title
      of
      class)





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act o




Check
      whether the issuer (1) 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 Company was required to file such reports),
      and
      (2) has been subject to such filing requirements for the past 90 days. Yes
o No





Check
      if
      disclosure of delinquent filers in response to Item 405 of Regulation S-B is
      not
      contained in this form, and no disclosure will be contained, to the best of
      registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB.




Issuer’s
      revenues for its most recent fiscal year: $735,704





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




State
      the
      aggregate market value of the voting stock held by non-affiliates, computed
      by
      reference to the price at which the stock was sold, or the average bid and
      asked
      prices of such stock, as of a specified date within the past 60 days: As of
      March 31, 2008: $414,586.24.




State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date: As of March 31, 2008, there were 51,620,586 (pre-reverse) shares of the Company’s common stock issued and outstanding.




Documents
      Incorporated by Reference: None









TABLE
      OF
      CONTENTS





FORM
      10-KSB ANNUAL REPORT





New
      Life
      Scientific, Inc.


Index
              
              
              
              PAGEPART
                  IItem
                  1.
              
              Description
                  of Business.
              
              3Item
                  2.
              
              Description
                  of Property.
              
              12Item
                  3.
              
              Legal
                  Proceedings.
              
              13Item
                  4.
              
              Submission
                  of Matters to a Vote of Security Holders.
              
              13PART
                  IIItem
                  5.
              
              Market
                  for the Registrant’s Common Equity and Related Stockholder Matters.
              
              13Item
                  6.
              
              Management’s
                  Discussion and Analysis of Financial Condition and Results of Operations.
              
              14Item
                  7.
              
              Financial
                  Statements
              
              F-1
                  - F-11Item
                  8.
              
              Changes
                  in and Disagreements on Accounting and Financial Disclosure.
              
              22Item
                  8A.
              
              Controls
                  and Procedures
              
              22PART
                  IIIItem
                  9.
              
              Directors,
                  Executive Officers, Promoters and Control Persons; Compliance with
                  Section
                  16(a) of the Exchange Act.
              
              22Item
                  10.
              
              Executive
                  Compensation
              
              23Item
                  11.
              
              Security
                  Ownership of Certain Beneficial Owners and Management
              
              24Item
                  12.
              
              Certain
                  Relationships and Related Transactions
              
              24PART
                  IVItem
                  13.
              
              Exhibits
                  and Reports of Form 8-K
              
              24Item
                  14.
              
              Principal
                  Accountant Fees and Services
              
              25SIGNATURES
              
              ****
              
              25




2




**NOTE
      REGARDING FORWARD LOOKING STATEMENTS**




*This
      Annual Report on Form 10-KSB and other written reports and oral statements
      made
      from time to time by New Life Scientific may contain forward looking statements.
      Such forward looking statements may be identified by the use of such words
      as
“expects,” “plans,” “estimates,” “forecasts,” “projects,” “anticipates,”
“believes,” “future,” and words of similar meaning. Forward looking statements
      are likely to address such matters as New Life Scientific’s business strategy,
      future operating results and clinical trial plans. As a result, investors should
      carefully consider any forward looking statements in light of the various
      factors which could affect future results. Some of these factors are discussed
      below.* *Such
      statements reflect the current view of* *New
      Life Scientific* *with
      respect to future events and are subject to risks, uncertainties, assumptions
      and other factors relating to* *New
      Life Scientific’s* *industry,* *New
      Life Scientific* *’s
      operations and results of operations and any businesses that may be acquired
      by* *New
      Life Scientific* *.
      Should one or more of these risks or uncertainties materialize, or should the
      underlying assumptions prove incorrect, actual results may differ significantly
      from those anticipated, believed, estimated, expected, intended or planned.*




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




*All
      references to “$” or “dollars” in this Form 10-KSB are to U.S. dollars unless
      otherwise noted* .




**PART
      I**




**ITEM
      1. DESCRIPTION OF BUSINESS.**




New
      Life
      Scientific, Inc. (“NWLS” “we,” “our,” “us,” or the “Company”), was incorporated
      under the laws of the State of Nevada on October 28, 1999, under the name “TMA,
      Inc.” In December 2000, we amended our Articles of Incorporation, changing our
      name to Nevada Holding Group Inc. In February 2003, we amended our Articles
      of
      Incorporation to increase the total number of authorized common shares from
      50,000,000 to 200,000,000 shares, par value $.001 per share. On August 31,
      2004,
      we amended our Articles of Incorporation to increase the total number of
      authorized common shares from 200,000,000 shares to 1,000,000,000 shares, par
      value $.001 per share and authorize 10,000,000 shares of preferred stock, par
      value $.001. On March 1, 2005, we changed our name to New Life Scientific,
      Inc.
      and undertook a reverse split of our outstanding shares of common stock at
      the
      rate of one share for every 35 shares outstanding. On January 23, 2006, we
      undertook a forward split of our outstanding shares of common stock at the
      rate
      of 1.1 shares for each one share outstanding.




We
      were
      originally organized for the purpose of acquiring equity positions in start-up
      and existing companies. We also provided companies with consulting services
      with
      regard to raising capital, equity formation, development of management teams,
      implementing marketing programs when appropriate, and guidance in filing
      registration statements. We no longer conduct these business
      activities.




3




In
      March
      2005, we issued two promissory notes in the amount of $120,000 ($60,000 each)
      to
      MBA Investors and Power Network. The notes bear interest at 8% per annum, are
      unsecured and are due on March 11, 2007. Under the terms of the notes, interest
      is payable semi-annually commencing six months after the dates of the notes.
      Payment of the outstanding principal balances of the notes shall commence on
      August 1, 2005 in 20 consecutive monthly payments until paid in full. At the
      note holders' option, each note payable is convertible into common stock at
      a
      conversion price of $.015 per share or an aggregate of 8,000,000 shares of
      common stock. This amount was recorded as deferred financing costs and amortized
      over the life of the notes. The notes have been converted in full.




On
      March
      14, 2005, we announced that we have chosen to restructure ourselves to pursue
      a
      new course of action. We decided to actively pursue opportunities in the
      biotechnology field focused on Eastern European technologies and discoveries.




On May
      5,
      2005, we completed the acquisition of Novo Life Scientific of the Ukraine,
      which
      became our wholly owned subsidiary. Novo holds certain licensing agreements
      with
      the Institute of Molecular Biology and Genetics of the Ukrainian Academy of
      Sciences.





On
      May
      25, 2005, we entered into an Agreement and Plan of Acquisition with PharmaTrials
      International, Inc (“PTI”), a Florida corporation with its principal place of
      business located in Hillsborough, New Jersey, whereby they became our wholly
      owned subsidiary. This transaction provided us with entry and presence in the
      clinical research field. The transaction required us to issue shares of our
      common stock equivalent to a value of $1,500,000 to the principals of
      PharmaTrials International. PharmaTrials provides services in areas of clinical
      and market research as well as regulatory support to pharmaceutical clients
      and
      other Contract Research Organizations (CROs). PharmaTrials assists
      pharmaceutical, biotechnology, and medical device companies with management
      for
      their clinical research programs. A CRO is a company that is contracted to
      perform all or part of a sponsor's clinical trials-related tasks as well as
      other drug development activities. This might include the design, monitoring
      and
      management of trials, the analysis of results, and other specialty duties that
      drug developers do not have the capacity to perform efficiently. PharmaTrials
      has headquarters in Hillsborough, New Jersey and European locations in Kiev,
      Ukraine and through its affiliates in Poland. It possesses CRO experience and
      offers pharmaceutical industry research services such as conduct of clinical
      trials Phases I through IV as well as regulatory research and marketing support
      in the U.S., Poland, and Ukraine. PharmaTrials and its employees have a track
      record of successfully completed studies of prescription and over-the-counter
      pharmaceutical product and medical devices and new drug application (NDA)
      submissions worldwide.




On
      June
      6, 2005, we entered into a strategic alliance with InvaPharm LLC, based in
      Malvern, Pennsylvania. InvaPharm LLC has expertise in drug delivery, development
      of pharmaceutical products, and is the holder of licenses for various
      pharmaceutical compounds, products and drug delivery systems.




On
      June
      16, 2005, we elected and appointed new officers and directors. Wieslaw J.
      Bochenek, M.D., Ph.D., F.A.C.P. was elected to our board of directors and also
      was appointed as our President. Eugene Zabolotsky, was elected to our board
      of
      directors and was appointed as corporate secretary. Dr. Bochenek provides strong
      leadership and experience to us, including fifteen years in the pharmaceutical
      industry with prior academic, clinical and basic research experience in the
      therapeutic areas of gastroenterology, diabetes, lipids, and osteoporosis.
      Dr.
      Bochenek also has an appointment as an Adjunct Clinical Associate Professor
      of
      Medicine at the Division of Gastroenterology, University of Pennsylvania,
      Philadelphia, Pennsylvania. Dr. Bochenek's previous positions range from
      Associate to Senior Director of Drug Development, including; developmental
      strategies from pre-clinical through NDA submission; supervision of the conduct
      of clinical projects (Phase II - IIIb) domestic and international and close
      interaction with drug discovery and pre-clinical drug development. Mr.
      Zabolotsky's career includes positions as Director of Business Development
      at
      PharmaTrials International, a clinical research organization specializing in
      the
      management of clinical research programs for the pharmaceutical, biotechnology,
      and medical device industry; Director of Business Development at EZMED Inc.,
      a
      consulting company that provides business services to healthcare companies
      ranging from medical group practices to start-up biotechnology companies seeking
      to introduce products or services to the marketplace; and, various positions
      in
      the sales and marketing divisions of Searle Pharmaceuticals, Monsanto, Pharmacia
      Corporation and Pfizer Inc.




4




On
      July
      19, 2005, we and InvaPharm LLC commenced a joint venture operation under the
      name Invamed Pharma. This joint venture has reached a significant corporate
      milestone of 50 percent patient recruitment in the Phase II study of a new
      delivery system in the treatment of patients with ulcerative colitis.  This
      is a
      proof of concept study to determine efficacy of specific formulation of
      Budesonide in the treatment of ulcerative colitis (UC). Budesonide is a
      synthetic steroid with very fast metabolic rate and thus very little systemic
      effect. . UC affects only the large intestine. The course of these diseases
      is
      unpredictable; patients may have several relapses within a year or no relapse
      for several years. The ideal treatment of the disease should have the activity
      only within the area of disease, i.e. in the large bowel or colon. The
      preparation of Budesonide tested in the study is a specific formulation of
      a
      capsule that through the virtue of its coating opens up primarily in the colon.
      The specific capsule used in the study is a starch capsule that constitutes
      a
      proprietary targeted drug delivery system. (the patents expire in 2015 and
      2018). Site-specific delivery of drugs to the colonic region has become an
      area
      of great interest within the pharmaceutical industry. Two main advantages of
      targeted colonic delivery are treatment of localized distal gastrointestinal
      conditions such as ulcerative colitis and Crohn’s disease, and also the ability
      to deliver molecules sensitive to pH and enzymatic degradation. When combined
      with absorption enhancement technologies, distal ileal and colonic delivery
      may
      address the issue of oral administration of small molecules and
      peptides.





Starch
      capsule technology is based on the use of injection molded starch capsules
      based
      on a proprietary technology licensed from Pfizer’s Capsugel ® division. The capsule is formed from two individually molded components
      consisting of a body and a cap. The body and cap are designed to fit together
      such that there is no lip when the two are joined. Since there is no overlap
      of
      the cap and the body of the capsule the formulation is seamless which make
      the
      coating process easy.





The
      capsule body length is easily adjusted allowing for the manufacture of capsules
      in a range of sizes. The capsule can be filled with small tablets, pellets,
      powders or granules. Starch is a natural material of plant origin and as such
      is
      classified as GRAS. It is an ideal choice when religious, dietetic or regulatory
      or safety considerations may restrict the use of materials of animal origin.





The
      starch capsule delivery system has been tested clinically with various chemical
      entities in a number of pharmacokinetic and pharmacoscintigraphic studies in
      man. The results have shown that the technology consistently releases the
      formulation at the target site of colon In five Phase I studies, starch capsule
      formulations have been administered with a radio-label included in the capsule.
      Using gamma scintigraphy to follow the gastrointestinal progress of the
      radioactivity, the site of disintegration of starch capsule Budesonide was
      identified. In more than 90 percent of cases, the capsule disintegrated in
      the
      colonic or ileo-cecal region of the gastrointestinal tract.




On
      September 23, 2005, we signed a Letter of Intent with Cure Lab, Inc. for a
      long-term Joint Development and Marketing Plan (JDMP) of Cure Lab's
      pharmaceutical and biotech products. The intended agreement of collaboration
      will allow us to gain access to new product lines and Cure Lab to accelerate
      development of its current products using the experience of our scientific
      staff
      as well as use of PharmaTrials International and conducting clinical studies
      in
      Eastern Europe to reduce the cost of development.




On
      November 1, 2005, a European pharmaceutical company signed a clinical study
      contract with PharmaTrials International, for a study to be conducted by
      PharmaTrials Ukraine, a Contract Research Organization (CRO) in Kiev, Ukraine.
      The terms of the contract dictate strict confidentiality as to the contracting
      party and the specific nature of the study. It is the first major study to
      be
      awarded to PharmaTrials International since it was acquired by us. The general
      scope of the project is a Phase II clinical study for a new therapeutic
      indication, to be conducted exclusively by PharmaTrials International’s at seven
      sites in the Ukraine. The contract was scheduled for completion in the second
      quarter of 2006 but it was stopped by the sponsor in August 2006 as a business
      decision.




5




On
      January 23, 2006, we undertook a forward split of our outstanding shares of
      common stock at the rate of 1.1 shares for each one share
      outstanding.





On
      February 16, 2006, the Company’s Board of Directors approved the acquisition of
      the remaining 50% of Invamed Pharma Inc., not currently owned by the Company
      from Invapharm LLC. This transaction required the issuance of 6,000,000 shares
      of newly issued restricted common stock of the Company.




On
      May 5,
      2006, we entered into a Securities Purchase Agreement for a total subscription
      amount of $1,050,000 that included Stock Purchase Warrants and Secured
      Convertible Debentures with Cornell Capital Partners, LP (“Cornell”). The
      initial funding of $350,000 was completed on May 5, 2006 with Cornell and
      evidenced by a secured convertible debenture. Additionally, Cornell received
      warrants to purchase Nineteen Million (19,000,000) shares of the Company’s
      Common Stock. The secured convertible debentures are convertible into shares
      of
      our common stock at a rate equal to the lesser of (a) $0.16 or (b) ninety five
      percent (95%) of the lowest Closing Bid Price of the Common Stock during the
      twenty five (25) trading days immediately preceding the Conversion Date as
      quoted by Bloomberg, LP. The Convertible Debentures are secured by a lien on
      all
      of the Company’s assets and by all of the assets of the Company’s subsidiaries
      pursuant to the Security Agreements entered into with the Investors. After
      the
      initial investment aggregating $350,000 by the above parties, there is an
      additional commitment from the parties in the percentages set forth above as
      follows: within 2 days of filing this registration statement, $450,000 principal
      amount; and within 2 days after the effectiveness of this registration
      statement, $250,000 principal amount.




On
      July
      19, 2006, a United States based biotech company awarded a contract to Pharma
      Trials International (PTI). It is a study of a cardiovascular agent to be
      conducted by PTI in Europe. The project was scheduled for completion in the
      third quarter of 2008. This is PTI’s second project with our involvement, and
      both projects will be managed from our new headquarters in Princeton, New
      Jersey.





The
      Company received total of $800,000 from Cornell to date, we since filed SB-2
      registration statement with Security and Exchange Commission. The Company
      currently in technical defaults with Cornell, due to the fact that agreement
      called for registration to be effective and the shares to be registered in
      150
      days from the date of funding. SB2 has been withdrawn since.





On
      Nov
      29, 2006 — we retained vFinance Investments, Inc., a subsidiary of
      vFinance, Inc., to provide a broad range of investment banking, strategic and
      financial advisory services to Biorigen USA, a joint venture of New Life
      Scientific, Inc. and Biorigen Srl, an Italian biotechnology company. V Finance
      has been since terminated.


The
      primary source of revenue for NWLS is PharmaTrials International (PTI), a
      Contract Research Organization (CRO) unit of NWLS. PTI contracts its services
      with pharmaceutical sponsors in the areas of clinical research conduct of
      clinical studies and pre-clinical research), regulatory activities related
      to
      the approval of research projects and marketing approvals of drugs by
      appropriate Competent Authorities. PTI specializes in providing its services
      in
      Central and Eastern Europe which is the rapidly growing geographic area where
      pharmaceutical companies are trying to establish their presence.




On
      January 14, 2008, the Company executed and closed an agreement to purchase
      all
      the outstanding shares of EBR Wellness Products, Inc from Energy Balance
      Resources, Inc. (“EBR”) The purchase price for all the outstanding shares of EBR
      Wellness Products Inc, is 11,250,000 shares of common stock with earn out
      provisions providing for the issuance of an additional 33,750,000 shares of
      common stock over a period of 24 months.




EBR
      is a
      distributor for non-invasive, integrative wellness products. Its target market
      has been healthcare practitioners in the US, Canada and Western Europe for
      devices and consumable products since its inception. The primary product line
      has been low level energy devices that target the restoration and optimization
      of the nervous system to its optimal state. More information about EBR is
      provided elsewhere in this report.




6




On
      January 14, 2008, the company entered into a registration rights agreement
      with
      Dr. Richard Amy, the majority shareholder of Energy Balance Resources which
      provides for piggyback registration rights of the securities issued in
      connection with the acquisition of EBR Wellness Products, Inc.




On Feb
      26,
      2008 ,
      we
      undertook 1
      for 50
      reverse split and name change to Applied Wellness Corporation




On
      March
      24, 2008, James W. Fuller and Peter Umbrianna, Jr. were appointed to the board
      of directors of New Life Scientific, Inc. (the "Company").




On
      March
      24, 2008, Henry Val resigned as the Chief Executive Officer of the corporation.
      His role as Chief Executive Officer will be taken over by Dr. Richard Amy,
      who
      currently serves as the corporation's president.




**Competition**




We
      will
      remain an insignificant participant among the companies that engage in clinical
      trials. There are many established venture capital and financial concerns which
      have significantly greater financial and personnel resources and technical
      expertise than we do. In view of our combined extremely limited financial
      resources and limited management availability, we will continue to be at a
      significant competitive disadvantage compared to our competitors.




Our
      main
      competitors in the area of drug development for the indication of inflammatory
      bowel disease are well Salix, Axcan, Dr. Falk, Prometheus. Our Budesonide
      product has the advantage over our competitors in that they either do not have
      a
      comparable product or the formulations of budesonide they have do not offer
      drug
      release characteristics comparable to our starch capsule formulation and, thus,
      are less applicable for the specific indication of ulcerative colitis.





PharmaTrials
      International as CRO has a number of competitors primarily large international
      contract research organizations such as Quintiles, Covance, Pharmanet, PPD
      an
      others. Contrary to our competitors, we concentrate our activities in a few
      countries of Central/Eastern Europe where we established strong relationships
      particularly with the leading institutions. Our particular strength is the
      ability to conduct studies in hospitalized patients which is difficult in the
      US
      and the countries of the Western Europe with well established relationships
      and
      the ability to move quickly through the regulatory processes


With
      respect to the activities of conducted through our acquisition of Energy Balance
      Resources we compete in the marketplace for therapeutic goods with a variety
      of
      competitors ranging from small, poorly funded competitors to much larger
      competitors who have a much stronger financial profile than we do.




**Government
      Regulations**




Federal,
      state and local government authorities in the United States, European Union
      and
      other foreign countries extensively regulate the research, development, testing,
      manufacture, labeling, promotion, advertising, distribution, marketing and
      export and import of pharmaceutical products such as those we are testing and
      developing. Each product candidate will require regulatory approval before
      they
      can be commercialized. The process of obtaining regulatory approvals and the
      subsequent substantial compliance with appropriate federal, state, local and
      foreign statutes and regulations require the expenditure of substantial time
      and
      financial resources. Currently ,
      we have
      not obtained any approvals to market our product candidates.  Further, our
      business is at risk that the FDA or any other regulatory agency will not grant
      us approval for any of our product candidates on a timely basis, if at
      all.




**Employees**




We
      presently have 1 full time employee, which is Dr. Richard Amy, our President
      and
      CEO.




**EBR
      Business**




Our
      Energy Balance Resources, Inc. (“EBR”) subsidiary distributes devices for
      non-invasive therapeutic applications based on the latest advances in the field
      of ionic therapies.





7




The
      EBR
      product line is most commonly classified as “ionic devices” or “cellular
      cleanse” devices. The devices are easily portable. They are light enough to be
      transported to different locations to serve demonstration and or
      practitioner/patient needs.




The
      devices have a variety of uses. Results are most objectively quantified for
      joint and muscle dysfunction. After one treatment session, patients can often
      be
      shown objective change for range of motion and muscle strength comparing pre
      and
      post results. Patients who have had trouble moving either their feet, legs,
      arms, hands, or fingers can appreciate obvious improvement after
      treatment.




Wide
      ranges of applications for the device line prove effective and safe for many
      types of ailments. Clinical claims by practitioners regularly using the EBR
      product line include dramatic improvements for: skin rashes; foot fungus,
      migraines; diabetic ulcers; circulation disorders; rapid wound healing; burn
      tissue regeneration; autism, general nerve disorders; cellular detoxification;
      chemo-therapy and radiation side effect reduction; allergy symptom reduction
      and
      much more.




Based
      on
      proven principles of Iontophoresis commonly taught in medical schools and from
      a
      collection of significant clinical data, the current “next generation” of
      Iontophoretic devices such as the EBR product line can be used for a large
      range
      of varying medical conditions.




EBR’s
      products are high quality devices which are simple to use. Treatments can be
      administered by a variety of diverse healthcare practitioners, spas, salons
      and
      others both throughout the U.S. and abroad. They can also be self administered
      by patients themselves at practitioner offices. The Company is continually
      receiving high praise from a continual growth in referrals and through
      unsolicited testimonials from clients who have experienced sessions. Patients
      have written in that they have found the treatments to be rewardingly
      satisfying, amazingly quick, and very gentle. Thankful chronic patients insist
      that the treatments allow them to enjoy a much more normal life. Many of these
      impressive claims for a wide range of patient improvement from practitioners
      continue to be posted on the Company’s website as they come in. A large number
      of the actual testimonials from satisfied patients themselves can also be found
      online at the Company’s website, www.4ebr.com. Some patients observed that
      previously the only methods that helped their discomfort were narcotics or
      drugs
      until they received treatment from EBR devices.




Practitioners
      have claimed that the Company’s technology has provided a missing link in their
      patients’ healing. They have detoxified patients from heavy metals and other
      toxins-including chemotherapy following cancer treatments.




The
      therapeutic devices use low energy direct current in a pulsed fashion to create
      a range of molecular activities within the cells of the body. The EBR device
      product line creates electromagnetic ionic forces in salt water (or some other
      aqueous conductive solution). These ionic charges transfer energy through the
      skin and into the body. These non-invasive and relaxing wellness treatments
      result in symptomatic and objective physiological changes.




Comparatively,
      we believe the EBR devices are superior to competing devices in several aspects.
      The current product line of EBR devices consists of two, battery driven low
      voltage therapeutic devices ... the CCT Platinum and the CCT Gold. A more detailed
      description of these products are set forth below and may be found on the
      Company’s website.




First,
      the devices are battery powered with dual long life rechargeable batteries
      built
      in. This factor differentiates EBR devices from the more typical, burdensome
      devices of all of its primary competitors. This is not only an important safety
      consideration but also a mobility feature as well. A battery power source is
      more therapeutic as it delivers more consistent and less fluctuating current
      into the body on a more bio available energy level. This results in no spikes
      or
      inconsistencies with the therapy which can be counter productive. Also, the
      dual
      battery configuration is different than any competitor as it creates the most
      consistent treatments from the beginning of a battery charge to the end of
      that
      charge cycle. This means each and every patient gets the same advantage as
      opposed to competitors that vary dramatically from the first treatment on a
      new
      charge to the last. Because direct current generates the needed electro-magnetic
      ionic field for therapy, it is critical that it be consistent for optimal
      results.




8




Second,
      EBR devices deliver both negative and positive ions changing its delivery back
      and forth. Brief pulses are delivered with a subsequent reversal of charge,
      which does not allow the body to adapt and permits deeper penetration to remove
      toxins. Unlike any other competing device, the EBR CCT product line allows
      for
      dual arrays in separate or same foot or hand baths. This generates twice the
      ion
      field so treatments potentially have considerable more penetration. Also, the
      CCT Platinum has the ability to deliver treatments for different body types
      (larger, medium or smaller body types)—to our knowledge, no other competitor has
      such ability at this time.




The
      preferred method for treatment delivery amongst Practitioners is to use the
      feet
      as the conduit for the ionic therapy (or medium of exchange). In addition to
      having the largest pores in the body, the feet are easily accessible. They
      have
      a larger surface in a relatively small area for ion transfer. Theoretically,
      specific areas of the body such as the foot, ankle, lower leg and knee as well
      as upper extremities like the elbow, forearm and hand could be used. As
      additional consideration, the feet along with the hands contain important
      (meridian points) which according to Asian Medicine has profound effects
      throughout the body.




These
      devices use a combination of direct current frequency pulsations through a
      salt
      based aqueous solution facilitated through a metallic array to deliver
      multi-modal and systemic therapeutic affects.




Another
      recent advancement made only by EBR is with the disposable commodity known
      as
      the ionic array. Although necessary for this type of treatment by all competing
      devices, the EBR array contains silver as well as traditionally used metals.
      Silver has been shown over many years to be a very strong antiseptic as well
      as
      therapeutic agent in its own right. This array technology is superior to any
      of
      its competitors.




Unlike
      most other low-level energy devices, the EBR ionic therapy uses an aqueous
      salt
      solution through the feet. This approach is quite different and revolutionary
      as
      compared to other low-level energy devices that use disposable pads or require
      messy gels or wraps. An example of other low energy direct current devices
      that
      do not use aqueous foot bath mediums are: TENS (Transcutaneous Electrical Nerve
      Stimulation), low and medium wave electrical stimulation, traditional
      iontophoresis and ultra-sound. Other modalities in the low energy medical
      equipment space include devices without electrodes such as: infrared, diathermy
      and cold lasers.




In
      general, as a category of biotech devices, low-level energy therapy devices
      have
      predominantly gained their acclaim in dampening patient’s pain on a symptomatic
      basis. This result is also true for EBR devices. Specifically, spinal and joint
      pain applications have been the most prevalent use. Clinical claims from a
      wide
      range of practitioners as well as growing multitudes of pleased patients have
      highly supported the EBR product line as compared to others. EBR believes that
      much of this success is because of ongoing customer support and education
      provided by the Company. Additionally, product support and product warranty
      at
      EBR far surpass that of any other competitor.




For
      the
      EBR device as well as some of its immediate competitors, the feet as opposed
      to
      other areas of the anatomy are used as the primary treatment point for the
      transfer of the ionic current into the body. The positive effects of this
      therapy do not tend to be hindered in any way by using the feet only. Certainly,
      in certain cases performing the therapy through the hands or other body parts
      are more logical. Conditions such as rheumatoid arthritis or carpal tunnel
      tend
      to affect the upper extremities more than other areas of the body. In these
      cases the hands are the preferred treatment site and as a consequence are
      immersed in the salt water as opposed to the feet.




9




Overall,
      the feet provide the easiest and most logical place for treatment. They have
      the
      largest skin pores of the body. They are at a gravity advantage for heavy metal
      accumulation. The easiest access to a large concentration of toxins to discharge
      is usually located within the feet. As a simple fact, any part of the body
      can
      be used for the therapy. The bottom line is that the clinical results speak
      for
      themselves as thousands of testimonials continue to flood the EBR offices both
      from practitioners as well as patients.




For
      new
      patients it is suggested that prior to a treatment session that simple objective
      tests by the practitioner be performed. These simple test results would then
      effectively demonstrate progress from each subsequent therapy session. The
      same
      methods used to demonstrate to patients the ongoing efficacy of individual
      treatments are the same tactics used to sell practitioners on acquiring new
      devices.




Most
      EBR
      devices are sold in a continuing education setting. Practitioners are taught
      how
      to educate their patients using objective diagnostics. Demonstration and
      supporting information as well as instructional DVD’s are made available to
      optimize patient benefit and practitioner facilitation. This informed
      distribution format allows for fast, professional practitioner acceptance for
      the devices as a heightened standard for care. In the Company’s business model,
      educated, satisfied patients tend to act as referral centers for substantial
      amounts of new business both for EBR and other practitioners. Much of this
      has
      resulted in the current demand for new device product sales, which EBR has
      been
      catering to. EBR has made no effort to solicit additional sales from its
      extensive client list at this time because referral demand is beyond current
      inventory stocks.




Part
      of
      the attraction for new sales is that these devices are non-invasive and not
      painful in anyway. As a matter of fact, most patients report little or no
      sensation during treatment. What’s more is that no patient has ever suffered a
      statistically, valid side effect. However, EBR suggests that the device not
      be
      used for people who have pace makers, suffer from epileptic seizures, or are
      on
      any anti-psychotic medications. It is also not recommended for women who are
      pregnant or lactating.




**THERAPY**




A
      short
      description of the therapy is relatively simple. A plastic lined hard plastic
      basin is filled with a warm aqueous solution of sodium chloride (usually table
      salt). A metallic “array” is placed in the aquatic basin. It is connected by
      wire to the EBR control device. The EBR arrays consist of copper, silver, iron
      and zinc around a plastic core. The controller device is pre-programmed for
      up
      to a 24-minute session of both positive and negative cycles, powered by twin
      rechargeable batteries contained within the device. Batteries generally last
      15-20 sessions before requiring recharging by 110a/c wall plug. The Company’s
      devices do not work from a/c wall sockets which differentiates EBR from their
      competitors’ devices . Converting alternating current to direct current is not
      pure/consistent and also can pose a potential shock danger.




The
      combination of low voltage direct current in the mili-amp range creates a break
      down of the metallic array resulting in the release of ions into the solution
      while also creating a magnetic field that can facilitate ionic transfer from
      body pores to water and vice versa. Detailed scientific quantification is
      readily available in the scientific literature concerning Iontophoresis and
      its
      principles for delivery from solution through the skin and reverse. EBR has
      water analysis reports showing toxic metals that have been removed from the
      body
      into the water.




During
      a
      therapy session, the patient places the extremities such as the ankle and foot
      areas or hands in a stand-alone plastic lined container of warm aqueous sodium
      chloride. The initial clear color of the solution subsequently changes. This
      striking color change, takes place as a primary consequence of metallic array
      break down. However, water color varies from session to session and from person
      to person. The tone and characteristic of the change in hues, colors and surface
      residues will depend on what the body discharges. To interpret the water color
      output as belonging to a particular organ detoxifying itself is improbable.
      Diverse metals and toxic substances work their way into the body as a
      consequence of exposures to every day living. This includes items too long
      to
      list but a sample would include: exhaust fumes from cars, pesticides,
      fertilizers, water pollutants, dust, cleaning chemicals, perfumes, soaps,
      deodorants, second or first hand cigarette smoke and more. Patient histories
      reveal that these substances can include such toxic metals as lead, mercury,
      cadmium, uranium and aluminum. Even minute amounts can have devastating effects
      on one’s internal organs and cells. The skin is often a good indicator of toxins
      within the body.




10




Whether
      purging toxins or stimulating the internal cells of the body, electrical therapy
      from an EBR device does not cause pain or discomfort. On rare occasions,
      patients may feel a slight twinge or tingling sensation. Generally patients
      report no sensations during a treatment session. Similar to most therapeutic
      types of treatments, patients require numerous sessions over a period of time
      for optimal results. Many patients have reported benefits instantaneously after
      just one treatment. Experience has shown that consistent treatments offer a
      more
      powerful cumulative effect and are much longer lasting when done on a regular
      or
      periodic basis.




Immediately
      after a treatment session many patients report a heightened and tranquil mental
      clarity. Objectively, immediate changes of increased strength and normalized
      mobility occur. In cases of swollen fingers and joints, improvement can be
      noticed by patients when just 30 minutes before were reported to be
      stiff.




In
      a
      related therapy classified as Iontophoresis, the literature and current uses
      well document the ability for needless drug delivery through an aqueous solution
      using electricity. The therapy is taught in mainstream medical schools as part
      of required curriculum. Skeptics who have not researched the technology are
      confused by the new and improved delivery system as used in the EBR devices.
      Common sense would dictate that if a medication was driven into the body using
      a
      traditional Iontophoresis device creating a systemic effect, that the same
      could
      also be true for the EBR product line. In the case of the EBR product line,
      the
      primary intent is to drive therapeutic ions into the body and remove toxic
      ones.




**TARGET
      TREATMENTS**




Although
      there can be no formal medical treatment claims in the U.S. at this time per
      FDA
      rules, other clinical data has shown significant benefits for a multiplicity
      of
      disorders. Electro-magnetic charges can be used for a broad variety of sometimes
      difficult to treat conditions. Additionally, while there are many drugs to
      treat
      a wide range of disorders, discomfort or to ward off pain, some people do not
      respond or cannot tolerate the side effects. Some of the best results reported
      have been with:




Pain
      reduction; Head, Neck, Shoulder, Low back, Carpal Tunnel, and Feet




Degenerative
      Joint Disease;




Arthritic
      symptom improvement;




Circulatory
      benefits;




Reduction
      of Tingling and Numbness in Hands and Feet




Reduced
      inflammation and recovery time from Athletic and non-Athletic
      Injury




More
      restful and improved sleeping patterns;




Reduction
      of allergic symptoms and asthmatic attacks;




Resolution
      of acne, Foot Fungus and other skin conditions;




Cold
      and
      flu resolution;




Detoxification;




Facilitation
      of removal of heavy metals from the body;




Attention
      deficit progress for autistic children;




11




**COMPETITON**




There
      are
      a number of biotech device competitors in the same sector as EBR. What separates
      the EBR product line from the other competing devices are the Company’s unique
      applications. These include the highly mobile, battery powered controller;
      the
      superior array; and the educational platform that that management employs to
      educate and sell to new practitioners. Dr. Amy is a leading expert in his field.
      He has gathered a superior, group of scientific advisors. The scientific
      efficacy for EBR devices specifically serves as a further advantage compared
      to
      all other competitors.




EBR
      estimates that there are approximately 15-20 manufacturers using a somewhat
      similar, yet (we believe) inferior technology to the EBR devices. Many
      concentrate their diverse treatments to other parts of the body than the feet
      or
      use, heavy, unwieldy devices. Since all the companies in this field are private,
      there are no exact financial records available for direct competitors in this
      space. EBR was certainly not the first, but we believe that it has the most
      competitive and versatile product line in the market.




Some
      of
      the devices of competing companies are more difficult to use than the devices
      of
      EBR. The most commonly accepted delivery method for conventional Iontophoresis
      requires significant practitioner time. The economics for this type of treatment
      are generally not overly attractive. This is diametrically opposed to the EBR
      device line as they are easy to use, don’t require much if any practitioner
      time, and often have an economic return on investment of just a few short months
      or even weeks. Different kinds of stimulatory devices are used for patients
      with
      the varying symptoms.




As
      mentioned, management of the Company fully realizes that current competition
      in
      the readily accessible public domain does not exist but that additional
      competitors may surface in the future.




Presently,
      in the ionic drug delivery field, which EBR has so far not entered, the main
      publicly listed, most similar “competitor” is IOMED, Inc. (IOX), listed on the
      AMEX, based in Salt Lake City, Utah. This Company was incorporated in 1974
      as
      Motion Control, Inc. and changed to its current name in 1987 and assumingly
      its
      business to that of Iontophoretic drug delivery. There is no question that
      IOMED
      can be considered as a potential direct competitor as its business summary
      states that it is “involved in the development, manufacture and marketing of
      drug delivery systems used primarily to treat acute local inflammation in the
      physical and occupational therapy and sports medicine markets. It offers
      iontophoresis technology primarily for transdermal drug delivery ... and single
      use, disposable active transdermal patch kits.” EBR devices presently are not
      used for this function.




**ITEM
      2. DESCRIPTION OF PROPERTY**




We
      do not
      own any real property at this time and have no agreements to acquire any such
      real property. Our principal place of business is located at **7710
      Balboa Ave, Suite 323, San Diego, CA 92111** .
      It is
      anticipated that these arrangement will be suitable for our needs for the
      foreseeable future. Our telephone number is 609-720-0225 and facsimile number
      is **866-522-5262** .
      We
      neither own nor lease any other properties.




12




**ITEM
      3. LEGAL PROCEEDINGS**




On
      March
      2, 2007, PTI initiated this proceeding by filing a demand for arbitration
      against AVI BioPharma, Inc. (AVI), an Oregon corporation. The claims in the
      arbitration proceeding center around an agreement between PTI and AVI dated
      July
      6, 2006 (“Study Agreement”). Pursuant to the Study Agreement, PTI agreed to
      conduct a clinical study for AVI to assess the safety and effectiveness of
      ex-vivo vein graft exposure to AVI product. It is PTI’s contention that AVI
      breached the Study Agreement, wrongfully terminated the Agreement and
      intentionally interfered with PTI’s present and future contracts with third
      parties. In its arbitration demand, PTI sought substantial damages, including,
      but not limited to $495,420.00 owed to us as services rendered.





On
      April
      10, 2007 AVI responded to PTI’s demand and filed a counterclaim for negligent
      misrepresentation, breach of the Study Agreement and breach of covenants of
      good
      faith and fair dealing. AVI valued its claim against PTI between $300,000 to
      $500,000. PTI prevailed do having for arbitration proceeding to take place
      in
      New Jersey vs. Oregon as it was attempted by AVI.




Both
      of
      these actions has been settled and currently no further action is
      anticipated.




**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**




None.




**PART
      II**




**ITEM
      5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS**




(a)
      Market Information. Our common stock commenced a quotation on the OTC Bulletin
      Board in December 2001. As of March 31, 2008, the price of our common stock
      was
      $0.32. Our trading symbol is AWLL. Our securities are deemed to be a “penny
      stock.” The Securities and Exchange Commission had adopted Rule 15g-9 which
      establishes the definition of a “penny stock,” for purposes relevant to the
      Company, as any equity security that has a market price of less than $5.00
      per
      share or with an exercise price of less than $5.00 per share, subject to certain
      exceptions. For any transaction involving a penny stock, unless exempt, the
      rules require: (i) that a broker or dealer approve a person’s account for
      transactions in penny stocks and (ii) the broker or dealer receive from the
      investor a written agreement to the transaction, setting forth the identity
      and
      quantity of the penny stock to be purchased. In order to approve a person’s
      account for transactions in penny stocks, the broker or dealer must:


(i)
      obtain financial information and investment experience and objectives of the
      person and (ii) make a reasonable determination that the transactions in penny
      stocks are suitable for that person and that person has sufficient knowledge
      and
      experience in financial matters to be capable of evaluating the risks of
      transactions in penny stocks. The broker or dealer must also deliver, prior
      to
      any transaction in a penny stock, a disclosure schedule prepared by the
      Commission relating to the penny stock market, which, in highlight form, (i)
      sets forth the basis on which the broker or dealer made the suitability
      determination and (ii) that the broker or dealer received a signed, written
      agreement from the investor prior to the transaction. Disclosure also has to
      be
      made about the risks of investing in penny stocks in both public offerings
      and
      in secondary trading, and about commissions payable to both the broker-dealer
      and the registered representative, current quotations for the securities and
      the
      rights and remedies available to an investor in cases of fraud in penny stock
      transactions. Finally, monthly statements have to be sent disclosing recent
      price information for the penny stock held in the account and information on
      the
      limited market in penny stocks. The OTC market differs from national and
      regional stock exchanges in that it (1) is not cited in a single location but
      operates through communication of bids, offers and confirmations between
      broker-dealers and (2) securities admitted to quotation are offered by one
      or
      more broker-dealers rather than the “specialist” common to stock exchanges.




The
      table
      below sets forth the reported high and low bid prices for the periods indicated.
      The bid prices shown reflect quotations between dealers, without adjustment
      for
      markups, markdowns or commissions, and may not represent actual transactions
      in
      our securities.


Bid
                  PriceQuarter
                  Ended
              
              High
              
              LowMarch
                  2007 (1)
              
              $
              1.75
              
              $
              1.25June
                  2007 (1)
              
              $
              1.45
              
              $
              0.26September
                  2007 (1)
              
              $
              0.49
              
              $
              0.25December
                  2007 (1)
              
              $
              0.47
              
              $
              0.10March
                  2006
              
              $
              0.25
              
              $
              0.15June
                  2006
              
              $
              0.20
              
              $
              0.065September
                  2006
              
              $
              0.075
              
              $
              0.02December
                  2006
              
              $
              0.05
              
              $
              0.02March
                  2005
              
              $
              5.568
              
              $
              0.918June
                  2005
              
              $
              3.864
              
              $
              1.545September
                  2005
              
              $
              2.50
              
              $
              0.955December
                  2005
              
              $
              1.136
              
              $
              .0255March
                  2004
              
              $
              1.40
              
              $
              0.525June
                  2004
              
              $
              3.815
              
              $
              1.05September
                  2004
              
              $
              12.566
              
              $
              1.365December
                  2004
              
              $
              8.75
              
              $
              3.50





(1)
      adjusted to reflect 1 for 50 reverse split




13




(b)
      Holders.
      As of
      March 31, 2008, there are**166**holders
      of our Common Stock, not including those persons who hold their shares in
“street name” holding 88,578,700 pre reverse (1,771,574 post
      reverse)****shares
      of
      our common stock.




(c)
      Dividends. We have not paid any dividends on our shares of common stock. We
      do
      not foresee that we will have the ability to pay a dividend on our shares of
      common stock in the fiscal year ending December 31, 2007. There can be no
      assurances that a dividend will be issued even if a merger or acquisition is
      so
      consummated.




**ITEM
      6. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS**




The
      following is our Plan of Operation, instead of our comparison of our results
      of
      operations.




*Statements
      contained herein that are not historical fact may be forward-looking statements
      within the meaning of Section 27A of the Securities Act, and
      Section 21E of the Securities Exchange Act, that are subject to a variety
      of risks and uncertainties. There are a number of important factors that could
      cause actual results to differ materially from those projected or suggested
      in
      any forward-looking statement made by us. These factors include, but are not
      limited to: (i) our ability to obtain additional funding; (ii) our
      ability to attract and/or maintain manufacturing, research, development and
      commercialization partners; (iii) our and/or a partner’s ability to
      successfully complete product research and development, including pre-clinical
      and clinical studies and commercialization; (iv) our and/or a partner’s
      ability to obtain required governmental approvals, including product and patent
      approvals; and (v) our and/or a partner’s ability to develop and
      commercialize products that can compete favorably with those of competitors.
      In
      addition, significant fluctuations in annual or quarterly results may occur
      as a
      result of the timing of milestone payments, the recognition of revenue from
      milestone payments and other sources not related to product sales to third
      parties, and the timing of costs and expenses related to our research and
      development programs. Additional factors that would cause actual results to
      differ materially from those projected or suggested in any forward-looking
      statements are contained in our filings with the SEC, including those factors
      discussed under the caption “Risk Factors” in this Report which we urge
      investors to consider. We undertake no obligation to publicly release revisions
      in such forward-looking statements that may be made to reflect events or
      circumstances after the date hereof or to reflect the occurrences of
      unanticipated events or circumstances, except as otherwise required by
      securities and other applicable laws.*




14




**Income
      Taxes**




As
      part
      of the process of preparing our consolidated financial statements, we are
      required to estimate our income taxes in each of the jurisdictions in which
      we
      operate. This process involves us estimating our actual current tax exposure
      together with assessing temporary differences resulting from differing
      treatments of items for tax and accounting purposes. These differences result
      in
      deferred tax assets and liabilities. We have recorded a full valuation allowance
      as an offset against these otherwise recognizable net deferred tax assets due
      to
      the uncertainty surrounding the timing of the realization of the tax benefit.
      In
      the event that we determine in the future that we will be able to realize all
      or
      a portion of its net deferred tax benefit, an adjustment to deferred tax
      valuation allowance would increase net income in the period in which such a
      determination is made. The Tax Reform Act of 1986 contains provisions that
      may
      limit the utilization of net operating loss carry forwards and credits available
      to be used in any given year in the event of significant changes in ownership
      interest, as defined.




**RESULTS
      OF OPERATIONS**




**Revenue.** Total
      revenue for the year ended December 31, 2007 (the "2007 Period") and December
      31, 2006 (the "2006 Period") was $ 735,704 and
      $ 368,398 ,
      respectively. Our revenue growth was due to the new contracts to conduct
      clinical trials that the Company entered into during the year and consisted
      of
      service and professional fees pursuant to our clinical research service
      agreements. With respect to revenue growth in the 2007 Period, the growth
      was as a result of the activities of EBR Wellness Products, Inc.





General
      and Administrative Expenses. General and administrative expenses for the 2007
      Period decreased to $ 185,928 from
      $ 260,517 during
      the 2006 Period. During the 2007 and 2006 Period, the Company employed
      approximately 4 employees in administrative functions.. The difference in
      general and administrative expenses primarily results from less general overhead
      as the company began to wind down its scientific endeavors and began to focus
      on
      the business activities of Energy Balance Resources, Inc.




Legal
      and
      Accounting Expenses. Legal and accounting fees for the 2007 Period were
      $ 43,123 compared
      to $ 132,776  in
      the
      2006 Period. In 2007 Period, we incurred less legal fees in the 2007 Period
      as
      the 2006 Period had a period of significant expenditures on legal fees relating
      to patent filings and corporate financing.




Interest
      Expense. Interest expense for the 2007 Period significantly increased to
      $ 154,227 from
      $43,750 during the 2006 Period. The increase was primarily due to additional
      funding to finance operations through the issuance of promissory notes and
      convertible debentures that resulted in higher interest expense compared to
      2006
      Period. In addition, the Company was required to file a registration statement,
      which was filed on August 10,
      2006 ,
      and
      than withdrawn on February 22, 2007.





15




As
      a
      result of the foregoing, the Company incurred a net loss of $ 750,829 or
      ($ 0.01 )
      per
      share during the 2007 Period, as compared to a net loss of $ 2,004,322 or
      $( 0.039 )
      per
      share during the 2006 Period.




**Liquidity
      and Capital Resources**




At
      December 31, 2007, our principal source of liquidity was proceeds from
      convertible debentures and cash received from customers pursuant to its clinical
      research agreements. The Company’s future liquidity requirements will depend on
      a number of factors including, among other things, the timing and level of
      its
      sales volumes, the cost of its development and production efforts, the success
      and market acceptance of its future product releases, and other related items.
      Historically, the Company has financed its operations with proceeds from the
      sale of its common stock, the issuance of convertible debentures, and loans
      from
      its officers, directors and shareholders. The following table sets forth the
      amount of funds received for the periods indicated:




**Liquidity
                and Capital Resources**
            
            **2007**
            
            **2006**Sale
                of Common Stock
            
            $
            
            
            $
            610,000Sale
                of Convertible Debentures, net
            
            
            25,000Loans
                and Contributions from officers and shareholders
            
            
            0Short
                Term Loans
            
            
            
            
            
            35,000$
            25,000
            
            $
            645,000




As
      reported in the Report of Independent Registered Public Accounting Firm on
      our
      December 31, 2007 consolidated financial statements, the Company has suffered
      recurring losses from operations and has a working capital deficit that raises
      substantial doubt about our ability to continue as a going concern.




Additional
      cash is necessary to sustain operations both in the short and long term.
      Additional funding is expected to be obtained from new sources as other
      financing institutions are currently being pursued. The Company's ability to
      meet operating and capital requirements depends upon its ability to generate
      on-going revenues from clinical trials and research and financing from external
      sources.




The
      Company cannot assure that it will obtain sufficient revenue growth or achieve
      financing to develop profitable operations prior to utilizing all of its current
      capital resources. In addition, if the Company does not generate its revenues
      or
      receive its funds in a timely manner on a scale to meet its needs, it may be
      forced to curtail or downsize its operations which may affect its existing
      commercial activities.




The
      Company feels that it will be able to improve is prospects by focusing
      management’s energy on the sale of the therapeutic items sold by the EBR
      Wellness Products subsidiary.




16




**FINANCING
      ACTIVITIES**




The
      Company continues to seek new working capital financing to expand its business
      activities. In addition, the Company may also attract new equity or debt
      financing to fund the expansion of its operations and possibly retire some
      of
      its existing debt. The Company anticipates raising funds from private equity
      and
      debt financing. There can be no assurance that we will be successful in
      obtaining sufficient capital to fund our working capital requirements on terms
      acceptable to us, or at all. In addition, the sale of additional securities
      could result in dilution to our current stockholders. If we are not successful
      in raising sufficient capital we may not be able to continue our business.




The
      Company's ability to meet its operating requirements depends upon its ability
      to
      generate financing and additional recurring revenues from the clinical trials
      to
      customers and from external financing sources. The Company cannot guarantee
      it
      will develop profitable operations prior to utilizing all of its current
      available financial resources.




The
      Company estimates that its monthly operating costs throughout 2008 will decrease
      due to resignation of Henry Val and Dr. W. J. Bochanek as President and CSO
      of
      the Company. In addition, the Company intends to suspend payroll payments until
      it achieves sufficient revenues and/or raises sufficient financing to continue
      its operations. If the Company is unable to generate sufficient revenue during
      2008 and it does not receive sufficient working capital from external financing
      activities in a timely manner, the Company may be forced to curtail, downsize
      or
      cease its operations.]





Management's
      strategy to address the $ 1,280,772 of
      current liabilities reflected in the consolidated balance sheet as of December
      31, 2007, during the next 12 months includes, among other things, a plan whereby
      our management is working with its current financiers to jointly affect a
      planned reduction of all outstanding debts of the Company through a Settlement
      Agreement and possible refinancing. As of November 30, 2007, Management has
      started to create a series of plans to act on these strategies that the
      Company's board will consider in the best interest of its shareholders before
      implementation. Management anticipates concluding a working plan before the
      end
      of the Company's second quarter 2008.




Beyond
      that arrangement, , management continues to implement its overall corporate
      strategy, and continues to seek more favorable long-term debt and equity
      financing to effect the re-organization of the Company's current long-term
      financing arrangements. Management anticipates providing its board of directors
      with a plan for review and approval before the end of the Company's second
      quarter 2008. In addition, management continues to evaluate the viability of
      divestiture opportunities for some of the Company's non-core assets for value
      in
      the form of partnerships, licenses, third party marketing or sale for cash.
      A
      market sector of the Company's business continues to experience growth with
      respect to pharmaceutical and biotech drug development. Management continues
      to
      focus on its clinical trials services because of its greater revenue opportunity
      with less associated costs with respect to its marketing and overall
      implementation.




The
      continued implementation of these strategies will enable the Company to
      favorably restructure its balance sheet and further its current clinical trials
      of new remedies which will potentially result in additional revenue
      opportunities. This will in turn enable it to service and manage current
      liabilities from the normal course of operations and reduce any existing
      long-term liabilities unaffected by managements planned debt reduction
      strategies over a 36 month period.





17




The
      Company continues to use a significant portion of its revenues for the purpose
      of retiring its existing debts. As revenues increase, the use of surplus funds,
      if any, will be used to expand the Company's current development capacity and
      increase commercial productivity for future product development.




The
      imbalance between the Company's current assets and current liabilities has
      had
      and will continue to have the following effects on its operations: it has made
      it difficult for it to obtain more beneficial financing arrangements; it has
      made it more difficult for it to attract and encourage equity investment; and
      it
      has made it more difficult and even interfered to some extent with its ability
      to enter into operational commercial agreements with certain major companies
      and
      to attract commercial partners and customers due to its financial position
      and
      their perception of its ability to perform due to its financial circumstances.




**General
      Business Plan**




Our
      initial focus was to develop additional business for our subsidiary,
      PharmaTrials International, Inc, a Florida corporation (“PTI”). PTI provides
      services in the areas of clinical and market research as well as regulatory
      support to pharmaceutical clients and other Contract Research Organizations
      (CROs). PTI assists pharmaceutical, biotechnology, and medical device companies
      with management for their clinical research programs. A CRO is a company that
      is
      contracted to perform all or part of a sponsor's clinical trials and other
      drug
      development tasks. This might include the design, monitoring and management
      of
      trials, the analysis of results, and other specialty duties that drug developers
      do not have the capacity to perform efficiently.


PTI
      has
      headquarters in Princeton, New Jersey and Poland. It possesses CRO experience
      and offers pharmaceutical industry research services such as conducting clinical
      trials Phases I through IV as well as regulatory research and marketing support
      in the U.S., Poland, and other European countries.. PharmaTrials and its
      employees have a track record of successfully completed studies of prescription
      and over-the-counter pharmaceutical products and medical devices and new drug
      application (NDA) submissions worldwide.





NWLS
      to
      date invested in excess of $300,000.00 in working capital and is currently
      managing PTI as its subsidiary.





CRO
      Market Overview




In
      recent
      years, cost pressures in the pharmaceutical industry have led to a rapid
      expansion of the market for outsourcing skills like manufacturing, research
      and
      development (“R&D”) processes and sales functions. Contract Research
      Organizations (CROs) are of particular interest as their work relates to the
      discovery of compounds and their subsequent development into marketable
      products. The benefits and pitfalls of outsourcing have been topics of debate
      in
      the pharmaceutical industry for some decades now. However, it is evident that
      the CRO market is growing and that more strategic partnerships are being formed.




The
      cost
      of drug development has soared during the past ten years compelling
      pharmaceutical and biotechnology companies to look for new, smarter ways of
      conducting clinical research. Driven by mounting market pressures, companies
      are
      increasingly implementing outsourcing strategies to increase revenues through
      faster drug development. By decreasing their in-house facilities and staff,
      and
      outsourcing more of their R&D functions, pharmaceutical and biotechnology
      companies are reshaping the drug development services industry.




Contract
      research has evolved from providing limited preclinical and clinical trial
      services in the 1980s to a full-service industry today that encompasses broader
      relationships with clients covering the entire drug development process,
      including preclinical safety evaluation, pharmacology, study design, clinical
      trial management, data collection, statistical analysis, product support, and
      regulatory services. Pharmaceutical companies are now using drug development
      services companies not only to cover gaps in capacity, but also to increase
      their skills base, help to control costs, and reduce drug development timelines.
      CROs were first organized as outsourcing service companies that provided only
      clinical trial management. Today, many CROs have expanded their scope of
      services to provide comprehensive management of the complex drug trial processes
      for their client companies, as well as providing access to vast areas of
      expertise, which may not exist in the client’s internal
      organization.




18




Outsourcing
      is not a new concept to pharmaceutical companies; however, its use increased
      dramatically in the mid-1990s, and it is expected to continue to increase going
      forward. It is estimated that in 2004 nearly 42% of all pharmaceutical drug
      development expenditures was committed to outsourcing, as compared to 4% that
      was outsourced in the early-1990s. Some estimate that there are currently over
      1,200 organizations involved in clinical research, including pharmaceutical
      and
      biotechnology in-house clinical research, site management organizations (SMOs),
      academic medical centers, private research sites, and contract research
      organizations (CROs).





Over
      the
      past few years, CROs have received the lion's share of outsourced clinical
      research revenue. In 2004, in the United States, CROs received an estimated
      60%
      of the clinical research outsourced from pharmaceutical companies. The
      combination of the growing trend by pharmaceutical companies to outsource a
      wider range of services and the need to pass products through the testing and
      regulatory process in a rapid, cost-effective manner, has lead to skyrocketing
      growth of the CRO market. The CRO market grew from $1 billion in 1992 to more
      than $8 billion in 2002. CROs enrolled 7 million research subjects in 1992,
      and
      20 million in 2004.




According
      to industry sources, around $40 billion is spent annually on drug R&D. The
      extent of activity in R&D investments by major drug manufacturers is one of
      the critical drivers of the market, as increases in the number of new drugs
      and
      devices will directly determine the number of trials conducted per new drug.
      The
      increasing number of new approvals (drugs & devices) every year, and the
      trend towards more trials per drug invented, etc. are making the global market
      players resort to several strategic moves, one of the major ones being
      outsourcing.




Typically,
      CROs compete on the basis of medical and scientific expertise in specific
      therapeutic areas; the ability to manage large-scale trials on a global basis
      with strategically located facilities; by providing medical database management
      capabilities; providing statistical and regulatory services; the proven ability
      to recruit principal investigators and patients into studies; and the ability
      to
      integrate information technology with systems to improve the efficiency of
      contract research. It is imperative that pharmaceutical and biotechnology
      companies pass their product through the testing and regulatory process in
      a
      rapid, cost-effective manner. To accomplish this goal, pharmaceutical companies
      are relying on outsourcing strategies to provide the services that can bring
      their therapeutics to market faster.




CROs
      will
      continue to dominate this sector. However, there is a world of opportunity
      in
      contract research that extends beyond these traditional entities, and even
      if
      the large CROs maintain their hold on 70+% of the pie, the pie itself is so
      large and growing rapidly enough that the other 25% to 30% is nothing to sneeze
      at.




In
      2003,
      the global pharmaceutical industry was estimated to have spent $63 billion
      on
      R&D, with around 40% of this devoted to clinical trials. According to
      another estimate by PhRMA and ING Barings LLC, the outsourced clinical phase
      I-IV market in 1998 was about $4.4 billion and is projected to grow to $12.8
      billion in 2007. Around 80,000 clinical trials are being conducted globally
      each
      year.




Though
      relatively young at just over 20 years, the contract research industry has
      proven to be indispensable in developing new pharmaceutical products. One of
      the
      most critical factors in determining the growth of the CRO market is the
      percentage of R&D spending that pharmaceutical companies elect to outsource.
      CROs now account for about 20% of the pharmaceutical and biotechnology R&D
      budget, and the market for contract research services is growing. In recent
      years, a volatile period brought about by the mergers of large pharmaceutical
      companies has challenged CROs to sharpen their business focus, strengthen their
      balance-sheets, refine internal practices and become more efficient in the
      drug
      development process. Due to the downturn that lasted from the late 1990s to
      the
      early 2000s, many companies endured project delays and cancellations by
      customers who were discouraged by mergers and acquisitions that temporarily
      shifted their focus from bringing new drugs to market. Now that the merger
      and
      acquisition activity has slowed, pharmaceutical companies are moving into a
      steadier stream of business, whereas biotechnology companies are spending more
      money on R&D. According to a 2001 study conducted on the CRO market by UBS
      Warburg, “a growing percentage of outsourced pharmaceutical R&D and higher
      biotech demand is expected to drive the CRO sector growth ahead of the 10%
      or
      12% norm.”




19




Overall,
      CROs seem poised to take advantage of two significant trends: the anticipated
      biotech growth and efficiency gains, and margin improvement given a return
      to
      normalized late-stage trial volume.




CROs
      have
      had to revise their business strategies and costs and restructure and cut
      certain costs. For instance, in order to make their R&D efforts more
      efficient, pharmaceutical and biotech companies have followed the heavy merger
      period by refocusing their R&D strategy. Most of them have resumed
      outsourcing a substantial portion of their development component, focusing
      their
      resources on research efforts.




Given
      time, cost and pipeline pressures in pharmaceutical manufacturers and a
      lengthening and complicated US Food and Drug Administration (FDA) approval
      process, this outsourced portion is predicted to expand by 1% (of pharmaceutical
      R&D spend) per year throughout 2005. This increased use of outsourcing is
      also shown by the nature of the projects that CROs are undertaking. For example,
      outsourcing the total development program to bring a new drug to market is
      now a
      service offered by a number of CROs. Smaller pharmaceutical and biotech
      companies have outsourced their development work to CROs in this way in order
      to
      retain overall control of their products following successful drug
      development.




There
      is
      now a greater use of outsourcing in the pharmaceutical industry than ever
      before. It can be argued that some of the improvements in clinical development
      have come about through a more strategic and proactive approach in using the
      services of CROs, rather than simply using them as a tactical measure on
      projects.




It
      is
      projected that by 2008, up to 30% of global clinical trial activities will
      take
      place outside of the U.S and Western Europe due to high demand for study
      subjects and well trained clinical research professionals. Eastern Europe and
      Latin America are several key markets earmarked for rapid growth in clinical
      research grants.




PTI’s
      competitive advantages:




·
            Staff
                are natives of each country


·
            Extensive
                pharmaceutical industry and CRO experience in conducting clinical
                research
                phases I-IV in the United States, Poland and other European countries.


·
            Study
                design and protocol preparation


·
            Identification
                and selection of study sites and investigators


·
            Study
                Monitoring


·
            Report
                writing


·
            Regulatory
                submissions


·
            QA
                Audits


·




Invamed
      Pharma Inc. (Invamed)





Invamed
      Pharma is involved in internal drug development and seeking the acquisition
      of
      pharmaceutical products that have a fundamentally proven market potential or
      offer market expansion opportunity. In the case of the current study, a starch
      capsule budesonide formulation, a proprietary, patent protected delivery system
      provides colonic targeted delivery of the active compound. This offers local
      colonic steroid activity with minimal systemic steroid impact, which is believed
      to provide a much more potent dosage to the patient in the area of the colon
      where it is needed most with minimal side effects. The use of starch as capsule
      material offers significant advantage over the existing capsule
      technologies.  Thus, gelatin capsules a) carry a risk of bovine spongiphorm
      encephalopathy (BSE or mad cow disease); b) they cannot be coated – thus no
      targeted delivery; c) become brittle in dry environment; d) cross linking of
      protein occurs with an associated impairment of capsule break-up and release
      of
      drug over time  in that they are much more rigid than gelatin
      capsules.  Other type of commonly used capsule, based on HPMC (hydroxyl
      propyl methyl cellulose) technology does not coat well and cannot be coated
      using commonly available tablet coating equipment. Starch capsules are rigid,
      dissolve in the gastrointestinal tract predictably, can be coated easily to
      provide desirable dissolution characteristics (targeted dissolution and drug
      delivery), are GRAS (Generally Recognized as Safe – FDA term), and have
      smooth surface (no seam) and thus can be coated using any tablet coating
      equipment.  Our license of the starch capsule technology allows us to use
      for two additional applications of this attractive technology or for
      out-licensing it to other companies. Invamed has selected one more licensing
      products currently in phase II clinical trials and is pursuing its own
      development of three additional compounds, currently in preclinical stage of
      development.




20




While
      our
      historical focus has been our PTI operation, we believe the future growth of
      the
      Company will come through the sales of therapeutic devices developed by our
      EBR
      subsidiary. Accordingly, we expect to divest our PTI subsidiary at some point
      in
      time.




**Liquidity
      and Capital Resources**




At
      December 31, 2007, we had cash of $1,031. Because we are not currently required
      to pay salaries to our officer/directors, management believes that we have
      the
      ability to continue operations through the foreseeable future. In the event
      additional funds are required to allow us to continue our operations, it is
      anticipated that these funds will be loaned to us by management, as it is
      doubtful that we will be able to obtain loans from any established financial
      institution. It is further anticipated that we will continue to incur expenses
      without corresponding revenues during the foreseeable future.




**CRITICAL
      ACCOUNTING POLICIES AND ESTIMATES**




We
      have
      identified critical accounting policies that, as a result of judgments,
      uncertainties, uniqueness and complexities of the underlying accounting
      standards and operation involved, could result in material changes to our
      financial position or results of operations under different conditions or using
      different assumptions. The most critical accounting policies and estimates
      are:




>
The
      preparation of financial statements in conformity with generally accepted
      accounting principles (GAAP) in the United States of America requires management
      to make estimates and assumptions that affect the reported amounts of assets
      and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenue and expenses during
      the reporting period. Actual results could differ from those estimates.




>
Fair
      value of instruments. Our financial instruments consist of accounts receivable,
      accounts payable and long-term debt. The fair value of financial instruments
      approximate their recorded values. Fair value of loans payable to stockholders
      and balances of bank lines of credit, in the circumstances, are not reasonably
      determinable.




Details
      regarding our use of these policies and the related estimates are described
      in
      the accompanying consolidated financial statements as of December 31, 2007
      and
      2006 and for the years ended December 31, 2007 and 2007. During the year ended
      December 31, 2007, there were no material changes to our critical accounting
      policies that impacted our consolidated financial condition or results of
      operations.




**Inflation**




Although
      management expects that our operations will be influenced by general economic
      conditions once and if we implement our new business plan of engaging in a
      business combination and we commence generating revenues, we do not believe
      that
      inflation had a material effect on our results of operations during the fiscal
      year ended December 31, 2007.




**Off-Balance
      Sheet Arrangements**




We
      do not
      have, and do not have any present plans to implement, any off-balance sheet
      arrangements.




21




**ITEM
      7. FINANCIAL STATEMENTS**





NEW
      LIFE
      SCIENTIFIC, INC.


(FORMERLY
      NEVADA HOLDING GROUP, INC.)


INDEX
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


December
      31, 2006





PagesReport
                of Independent Registered Public Accounting Firm
            
            F-2Balance
                Sheet
            
            F-3Statements
                of Operations
            
            F-4Statements
                of Changes in Shareholders’ DeficitStatements
                of Cash Flows
            
            F-5NOTES
                TO FINANCIAL STATEMENTS
            
            F-6
                to F-11





F-1


Larry
      O'Donnell, CPA, P.C.





Telephone
      (303) 745-4545 Fax (303) 369-9384


2228
      South Fraser Street Unit I


Aurora,
      Colorado 80014


Email larryodonnellcpa@msn.com


www. larryodonnellcpa.com




***REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM***




*Board
      of Directors*


Applied
      Wellness Corporation




*(formerly
      New Life Scientific, Inc.)*




I
      have
      audited the accompanying consolidated balance sheets of Applied Wellness
      Corporation (formerly New Life Scientific, Inc.) as of December 31, 2007and
      2006, and the related consolidated statements of operations, changes in
      stockholders’ deficit and cash flows for the years then ended. These financial
      statements are the responsibility of the Company’s management. My responsibility
      is to express an opinion on these financial statements based on my
      audits.





I
      conducted my audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that I
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. I believe that my audits provide a reasonable
      basis for my opinion.





In
      my
      opinion, the financial statements referred to above present fairly, in all
      material respects, the consolidated financial position of Applied Wellness
      Corporation (formerly New Life Scientific, Inc.) as of December 31, 2007 and
      2006, and the consolidated results of its operations and its cash flows for
      the
      year then ended, in conformity with generally accepted accounting principles
      in
      the United States of America.




The
      accompanying consolidated financial statements have been presented on the basis
      that it is a going concern, which contemplates the realization of assets and
      the
      satisfaction of liabilities in the normal course of business. The Company has
      an
      accumulated deficit of $2,892,709 at December 31, 2007. Additionally, for the
      year ended December 31, 2007, the Company net loss of $750,829. These matters
      raise substantial doubt about the Company's ability to continue as a going
      concern. Management's plans in regards to these matters are also described
      in
      Note 9. The financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.




**Larry
      O'Donnell, CPA, P.C.**




*April
      8, 2008*




F-2


**Applied
        Wellness Corporation**
 **Balance
        Sheet**
 **New Life**
                
                **EBR**
                
                **Applied Wellness Corporation****December 31, 2007**
                
                **December 31, 2007**
                
                **December 31, 2007**
                
                **December 31, 2006****ASSETS**Current
                    AssetsCash
                    and cash equivalents
                
                $
                967
                
                $
                64
                
                $
                1,031
                
                $
                81,457Accounts
                    Receivable
                
                
                -
                
                
                13,803
                
                
                13,803
                
                
                335,777Prepaid
                    - Laboratory
                
                
                -
                
                
                
                
                
                -
                
                
                33,517Prepaid
                    - Financing Cost
                
                
                23,750
                
                
                
                
                
                23,750
                
                
                71,250Prepaid
                    - Other
                
                
                -
                
                
                -
                
                
                -
                
                
                5,000Total
                    Current Assets
                
                
                24,717
                
                
                13,867
                
                
                38,584
                
                
                527,001Property,
                    Plant & Equipment, Net
                
                
                6,291
                
                
                -
                
                
                6,291
                
                
                8,407Investment
                    - Atlan International Holding
                
                
                105,000
                
                
                -
                
                
                105,000
                
                
                75,000Budesonite
                    License, net of impairment
                
                
                -
                
                
                -
                
                
                -**TOTAL
                    ASSETS**
                
                $
                136,008
                
                $
                13,867
                
                $
                149,875
                
                $
                610,408**LIABILITIES
                    AND STOCKHOLDERS' (DEFICIT)****LIABILITIES**Current
                    LiabilitiesAccounts
                    payable and accrued expenses
                
                $
                168,485
                
                $
                13,767
                
                $
                182,252
                
                $
                214,286Payroll
                    taxes payable
                
                
                118,247
                
                
                -
                
                
                118,247
                
                
                71,789Convertible
                    loans payable
                
                
                905,513
                
                
                -
                
                
                905,513
                
                
                820,000Liability
                    for stock to be issued
                
                
                -
                
                
                -
                
                
                -
                
                
                12,500Loan
                    from officer
                
                
                74,760
                
                
                -
                
                
                74,760
                
                
                -Total
                    Current Liabilities
                
                
                1,267,005
                
                
                13,767
                
                
                1,280,772
                
                
                1,118,575**Total
                    Liabilities**
                
                
                1,267,005
                
                
                13,767
                
                
                1,280,772
                
                
                1,118,575**STOCKHOLDERS'
                    (DEFICIT)**Common
                    stock, par value $.001, 1,000,000,000 shares authorized and 54,620,586
                    shares issued and outstanding
                
                $
                54,620
                
                $
                100
                
                $
                54,720
                
                $
                51,620Additional
                    paid-in capital
                
                
                1,862,819
                
                
                -
                
                
                1,862,819
                
                
                1,862,819Subscription
                    receivable
                
                
                (80,000
                )
                
                -
                
                
                (80,000
                )
                
                (80,000
                )Deferred
                    compensation
                
                
                (75,727
                )
                
                -
                
                
                (75,727
                )
                
                (75,727
                )Accumulated
                    Deficit
                
                
                (2,892,709
                )
                
                -
                
                
                (2,892,709
                )
                
                (2,266,878
                )**Total
                    Stockholders' (Deficit)**
                
                
                (1,130,997
                )
                
                100
                
                
                (1,130,897
                )
                
                (508,166
                )**TOTAL
                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)**
                
                $
                136,008
                
                $
                13,867
                
                $
                149,875
                
                $
                610,408
 
 F-3
  **Applied
          Wellness Corporation**
 **Statement
          of Income**
  **New Life**
                
                **EBR**
                
                **Applied Wellness Corporation****12/31/2007**
                
                **12/31/2007**
                
                **12/31/2007**
                
                **12/31/2006****SALES**
                
                $
                -
                
                $
                735,704
                
                $
                735,704
                
                $
                368,398**COST
                    OF GOODS SOLD**
                
                
                -
                
                
                738,153
                
                
                738,153
                
                $
                -**GROSS
                    PROFIT**
                
                
                -
                
                
                (2,449
                )
                
                (2,449
                )
                
                368,398**OPERATING
                    EXPENSES (INCOME):**Depreciation
                    and amortization
                
                
                2,116
                
                
                -
                
                
                2,116
                
                
                353Impairment
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                1,000,000Compensation
                    and related costs
                
                
                121,493
                
                
                
                
                
                121,493
                
                
                434,921Administrative
                    expenses
                
                
                170,537
                
                
                15,391
                
                
                185,928
                
                
                260,517Professional
                    fees
                
                
                43,123
                
                
                -
                
                
                43,123
                
                
                132,776Bad
                    debt expense
                
                
                259,333
                
                
                -
                
                
                259,333
                
                
                500,403Freight
                
                
                -
                
                
                (17,840
                )
                
                (17,840
                )
                
                -**Total
                    Operating Expenses, Net**
                
                
                596,602
                
                
                (2,449
                )
                
                594,152
                
                
                2,328,970**OTHER
                    INCOME (EXPENSE):**Amount
                    received from AVI settlement.
                
                
                125,000
                
                
                **-**
                
                
                125,000Interest
                    expense, net
                
                
                (154,227
                )
                
                -
                
                
                (154,227
                )
                
                (43,750
                )**TOTAL
                    OTHER INCOME, NET**
                
                
                (29,227
                )
                
                **-**
                
                
                (29,227
                )
                
                (43,750
                )**NET
                    LOSS APPLICABLE TO COMMON SHARES**
                
                $
                (625,829
                )
                $
                0
                
                $
                (625,829
                )
                $
                (2,004,322
                )**NET
                    LOSS PER BASIC AND DILUTED SHARES**
                
                
                (0.01
                )
                $
                -
                
                $
                (0.01
                )
                $
                (0.039
                )**WEIGHTED
                    AVERAGE NUMBER OF COMMON SHARES OUTSTANDING**
                
                
                54,620,586
                
                
                **-**
                
                
                54,620,586
                
                
                51,620,540
 
 F-4


**Applied
        Wellness**
 **Statement
        of Cash Flow**
 
 **YEAR TO DATE****12/31/2007**
              
              **12/31/2006****CASH
                  FLOWS FROM OPERATING ACTIVITIES**Net
                  loss
              
              $
              (625,831
              )
              $
              (2,004,322
              )Adjustments
                  to reconcile net loss to net cash (used in) operating
                  activitiesImpairment
                  loss
              
              
              -
              
              
              1,000,000Provision
                  for uncollectible accounts
              
              
              -
              
              
              500,403Interest
                  Expense Accrual
              
              
              
              
              
              20,000Depreciation
              
              
              2,116
              
              
              353**Changes
                  in assets and liabilities**Decrease
                  (increase) in account receivable
              
              
              321,974
              
              
              (288,263
              )Decrease
                  (increase) in notes receivable - related party
              
              
              -
              
              
              (111,786
              )Decrease
                  (increase) in prepaid expense
              
              
              86,017
              
              
              (99,767
              )Increase
                  (decrease) in accounts payable and accrued expenses
              
              
              (32,033
              )
              
              180,143Increase
                  in payroll taxes payable
              
              
              46,458
              
              
              71,789Total
                  adjustments
              
              
              424,532
              
              
              1,272,872**Net
                  cash provided by (used in) operating activities**
              
              
              (201,299
              )
              
              (731,450
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Payments
                  to note payable
              
              
              -
              
              
              (35,000
              )Loan
                  from officer
              
              
              74,760
              
              
              -Convertible
                  loans payable
              
              
              85,513
              
              
              800,000Issuance
                  of common stock
              
              
              3,100Liability
                  for stock to be issued
              
              
              (12,500
              )
              
              12,500**Net
                  cash provided by (used in) financing activities**
              
              
              150,873
              
              
              777,500**CASH
                  FLOWS FROM INVESTING ACTIVITIES**Atlant
                  International Holding
              
              
              (30,000
              )
              
              (75,000
              )Fixed
                  Assets - Computer Equipment & Furniture
              
              
              -
              
              
              (8,760
              )**Net
                  cash provided by (used in) investing activities**
              
              
              (30,000
              )
              
              (83,760
              )**NET
                        INCREASE (DECREASE) IN CASH AND CASH
                        EQUIVALENTS**
              
              
              (80,426
              )
              
              (37,710
              )**CASH
                        AND CASH EQUIVALENTS - BEGINNING OF
                        PERIOD**
              
              
              81,457
              
              
              119,167**CASH
                  AND CASH EQUIVALENTS - END OF PERIOD**
              
              $
              1,031
              
              
              81,457
  F-5




**NEW
      LIFE SCIENTIFIC, INC.**


**(FORMERLY
      NEVADA HOLDING GROUP, INC.)**


**NOTES
      TO FINANCIAL STATEMENTS**


**AS
      OF DECEMBER 31, 2007**





**NOTE
      1 - ORGANIZATION AND BASIS OF PRESENTATION**





New
      Life
      Scientific, Inc (the “Company”), was organized October 28, 1999, as a Nevada
      corporation. The Company was organized for the purpose of acquiring equity
      positions in start up and existing companies. The Company also provided
      companies with consulting services with regard to raising capital, equity
      formation and development of management teams, implementing marketing programs
      when appropriate and guidance in filing registration statements. The Company
      no
      longer conducts these business activities. It intends to seek to acquire assets
      or shares of an entity actively engaged in business which generates revenues,
      in
      exchange for issuance of its securities.





On
      May 5,
      2005 (the “Effective Date”), pursuant to an Agreement and Plan of Acquisition (
      the “Agreement”) between the Company and Novo Life Scientific. (“Novo Life”), a
      Ukrainian enterprise corporation, the Company purchased all of the outstanding
      shares of Novo Life for the issuance of 17,500,000 shares of its common stock
      to
      the following parties: Alexander Yelsky - 4,000,000 shares; Yevsey Tseytelman
      -
      4,000,000; Michael Val (the brother of Henry Val, the Company’s principal
      shareholder and sole officer and director) - 9,000,000 shares; Dmitry Gulyaev
      -60,000 shares; Andrey Zerbino - 30,000 shares; Natalya Khlystova - 50,000
      shares; Alexander Brusilovsky -10,000 shares; Ganna Yelska - 10,000 shares;
      Alexander Yelsky, custodian for Daniel Yelsky - 120,000 shares and Yevsey
      Tseytelman , custodian for Leona Tseytelman - 220,000 shares. Pursuant to the
      Agreement, Novo Life became the Company’s wholly-owned
      subsidiary. The acquisition was approved by the unanimous consent of our Board
      of Directors on May 5, 2005. Novo Life is a holder of certain licensing
      agreements with the Institute of Molecular Biology and Genetics of the Ukrainian
      Academy of Sciences (“IMBG”). In conjunction with the acquisition of Novo Life,
      we are putting together a scientific advisory board for evaluation of products
      and processes which are already developed and which may be developed by
      IMBG.





On
      June
      6, 2005, we entered into a strategic alliance with InvaPharm LLC, based in
      Malvern, Pennsylvania. InvaPharm LLC has expertise in drug delivery, development
      of pharmaceutical products, and is the holder of licenses for various
      pharmaceutical compounds, products and drug delivery systems





On
      July
      19, 2005, we and InvaPharm LLC commenced a joint venture operation under the
      name Invamed Pharma. This joint venture has reached a significant corporate
      milestone of 50 percent patient recruitment in the Phase II study of a new
      delivery system in the treatment of patients with ulcerative colitis. The study
      expected to be completed in the third quarter of 2006 and the summary report
      available by the end of 2006. This newly tested technology for drug delivery
      is
      protected by two separate patents that expire in the years 2015 and 2018.
      Invamed plans to utilize this new drug delivery technology in various
      applications and will consider strategic partnerships with other leading
      companies. These potential alliances may enhance the development of new
      treatments through improvement of existing approved products or drugs currently
      in development at Invamed.





On
      November 1, 2005, a European pharmaceutical company signed a clinical study
      contract with PharmaTrials International, for a study to be conducted by
      PharmaTrials Ukraine, a Contract Research Organization (CRO) in Kiev, Ukraine.
      The terms of the contract dictate strict confidentiality as to the contracting
      party and the specific nature of the study. It is the first major study to
      be
      awarded to PharmaTrials International since it was acquired by us. The general
      scope of the project is a Phase II clinical study for a new therapeutic
      indication, to be conducted exclusively by PharmaTrials International’s at seven
      sites in the Ukraine. The contract is scheduled for completion in the second
      quarter of 2006.





On
      January 23, 2006, we undertook a forward split of our outstanding shares of
      common stock at the rate of 1.1 shares for each one share
      outstanding.





On
      February 16, 2006, the Company’s Board of Directors approved the acquisition of
      the remaining 50% of Invamed Pharma Inc., not currently owned by the Company
      from Invapharm LLC. This transaction required the issuance of 6,000,000 shares
      of newly issued restricted common stock of the Company.




On
      May 5,
      2006, we entered into a Securities Purchase Agreement for a total subscription
      amount of $1,050,000 that included Stock Purchase Warrants and Secured
      Convertible Debentures with Cornell Capital Partners, LP (“Cornell”). The
      initial funding of $350,000 was completed on May 5, 2006 with Cornell and
      evidenced by a secured convertible debenture. Additionally, Cornell received
      warrants to purchase Nineteen Million (19,000,000) shares of the Company’s
      Common Stock. The secured convertible debentures are convertible into shares
      of
      our common stock at a rate e qual
      to
      the lesser of (a) $0.16 or (b) ninety five percent (95%) of the lowest Closing
      Bid Price of the Common Stock during the twenty five (25) trading days
      immediately preceding the Conversion Date as quoted by Bloomberg, LP. The
      Convertible Debentures are secured by a lien on all of the Company’s assets and
      by all of the assets of the Company’s subsidiaries pursuant to the Security
      Agreements entered into with the Investors. After the initial investment
      aggregating $350,000 by the above parties, there is an additional commitment
      from the parties in the percentages set forth above as follows: within 2 days
      of
      filing this registration statement, $450,000 principal amount; and within 2
      days
      after the effectiveness of this registration statement, $250,000 principal
      amount.




F-6





**NEW
      LIFE SCIENTIFIC, INC.**


**(FORMERLY
      NEVADA HOLDING GROUP, INC.)**


**NOTES
      TO FINANCIAL STATEMENTS**


**AS
      OF DECEMBER 31, 2007**





**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





**Development
      Stage Company**





The
      Company has devoted substantially all of its time to searching for entities
      that
      are engaged in business that generates revenue. The Company has no revenues
      and
      very limited operations. In accordance with Financial Accounting Standards
      (SFAS) No. 7, *“Accounting
      and Reporting by*  *Development
      Stage Enterprises”* ,
      the
      Company has presented their financial statements as a development stage company,
      reflecting the cumulative totals since their inception.





**Principles
      of Consolidation**





The
      condensed consolidated financial statements include the accounts of the Company
      and its wholly-owned subsidiary. All significant inter-company accounts and
      transactions have been eliminated in consolidation.





**Use
      of Estimates**





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosures of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.




**Revenue
      and Cost Recognition**





The
      Company’s policy is to recognize revenue under the accrual method of accounting
      when the services are rendered rather than when cash is collected for the
      services provided. Costs are recorded on the accrual basis as well, when the
      services are incurred rather than paid.





**Cash
      and Cash Equivalents**





The
      Company considers all highly liquid debt instruments and other short-term
      investments with an initial maturity of three months or less to be cash
      equivalents. The Company maintains cash and cash equivalent balances at several
      financial institutions that are insured by the Federal Deposit Insurance
      Corporation up to $100,000.





**Income
      Taxes**





The
      income tax benefit is computed on the pretax loss based on the current tax
      law.
      Deferred income taxes are recognized for the tax consequences in future years
      of
      differences between the tax basis of assets and liabilities and their financial
      reporting amounts at end of each period based on enacted tax laws and statutory
      tax rates.





**Fair
      Value of Financial Instruments**





The
      carrying amount reported in the condensed consolidated balance sheet for cash
      and cash equivalents, accounts payable and accrued expenses approximate fair
      value because of the immediate or short-term maturity of these financial
      instruments. The carrying amount reported for notes payable approximates fair
      value because, in general, the interest on the underlying instruments fluctuates
      with market rates.




F-7





**NEW
      LIFE SCIENTIFIC, INC.**


**(FORMERLY
      NEVADA HOLDING GROUP, INC.)**


**NOTES
      TO FINANCIAL STATEMENTS**


**AS
      OF DECEMBER 31, 2007**





**Start-up
      Costs**





In
      accordance with Statement of Position 98-5, *“Accounting
      for Start-up Costs”* ,
      the
      Company has expensed all of their costs relating to the start-up in the period
      in which those costs related to.





**Loss
      Per Share of Common Stock**





Historical
      net (loss) per common share is computed using the weighted average number of
      common shares outstanding. Diluted earnings per share (EPS) include additional
      dilution from common stock equivalents, such as stock issuable pursuant to
      the
      exercise of stock options and warrants. Common stock equivalents are not
      included in the computation of diluted earnings per share when the Company
      reports a loss because to do so would be antidilutive for the periods presented.





The
      following is a reconciliation of the computation for basic and diluted
      EPS:





DECEMBER 31, 2007
            
            DECEMBER 31, 2006Net
                Loss
            
            
            (750,829
            )
            
            (2,004,322
            )Weighted-average
                common shares outstanding (Basic)
            
            
            54,620,686
            
            
            18,297,011Weighted-average
                common stock equivalents:Stock
                options and warrants —Weighted-average
                common shares outstanding (Diluted)
            
            
            54,620,586
            
            
            18,297,011





As
      of
      December 31, 2007, the Company had granted Cornell Capital warrants to purchase
      (i) 3,500,000 shares of Common Stock at $0.17 a shares, (ii) warrants to
      purchase 3,500,000 shares of Common Stock at $0.19 per share, (iii) warrants
      to
      purchase 4,000,000 shares of Common Stock at $0.20 per share; (iv) warrants
      to
      purchase 4,000,000 shares of Common Stock at $0.25 per share, (v) warrants
      to
      purchase 2,000,000 shares of Common stock at $0.30 per share and (vi) warrants
      to purchase 2,000,000 shares of Common Stock at $0.35 per share.,





**Recent
      Accounting Pronouncements**





In
      February 2006, the FASB issued SFAS No. 155. This Statement amends FASB
      Statements No. 133, Accounting for Derivative Instruments and Hedging
      Activities, and No. 140, Accounting for Transfers and Servicing of Financial
      Assets and Extinguishments of Liabilities *.* This
      Statement resolves issues addressed in Statement 133 Implementation Issue No.
      D1, “Application of Statement 133 to Beneficial Interests in Securitized
      Financial Assets.” The Company does not expect application of SFAS No. 155 to
      have a material affect on its financial statements.





In
      March
      2006, the FASB issued SFAS No. 156. This Statement amends FASB Statement No.
      140, Accounting for Transfers and Servicing of Financial Assets and
      Extinguishments of Liabilities, with respect to the accounting for separately
      recognized servicing assets and servicing liabilities. This Statement is
      effective as of the beginning of its first fiscal year that begins after
      September 15, 2006. An entity should apply the requirements for recognition
      and
      initial measurement of servicing assets and servicing liabilities prospectively
      to all transactions after the effective date of this Statement. The Company
      does
      not expect application of SFAS No. 156 to have a material affect on its
      financial statements.




In
      June
      2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
      Income Taxes - An Interpretation of FASB Statement No. 109, (FIN 48). FIN 48
      clarifies the accounting for uncertainty in income taxes recognized in an
      enterprise's financial statements in accordance with FASB Statement No. 109,
      Accounting for Income Taxes. FIN 48 also prescribes a recognition threshold
      and
      measurement attribute for the financial statement recognition and measurement
      of
      a tax position taken or expected to be taken in a tax return that results in
      a
      tax benefit. Additionally, FIN 48 provides guidance on de-recognition, income
      statement classification of interest and penalties, accounting in interim
      periods, disclosure, and transition. This interpretation is effective for the
      Company for its fiscal year ending June 30, 2008. The Company has not yet
      evaluated the effect that the application of FIN 48 may have, if any, on its
      future results of operations and financial condition.





F-8




**NEW
      LIFE SCIENTIFIC, INC.**


**(FORMERLY
      NEVADA HOLDING GROUP, INC.)**


**NOTES
      TO FINANCIAL STATEMENTS**


**AS
      OF DECEMBER 31, 2007**





In
      September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This
      Statement is effective as of the beginning of its first fiscal year that begins
      after November 15, 2007. This Statement defines fair value, establishes a
      framework for measuring fair value in generally accepted accounting principles
      (GAAP), and expands disclosures about fair value measurements. This Statement
      applies under other accounting pronouncements that require or permit fair value
      measurements, the Board having previously concluded in those accounting
      pronouncements that fair value is the relevant measurement attribute.
      Accordingly, this Statement does not require any new fair value measurements.
      However, for some entities, the application of this Statement will change
      current practice.





The
      Company does not expect application of SFAS No. 157 to have a material affect
      on
      its financial statements.


In
      September 2006, the FASB issued SFAS No. 158 Employers’ Accounting for Defined
      Benefit Pension and Other Postretirement Plans. This Statement amends FASB
      Statements No. 87, 88, 106, and 132(R). This Statement is effective as of the
      beginning of its first fiscal year that begins after December 15, 2006, but
      before June 16, 2007. This Statement improves financial reporting by requiring
      an employer to recognize the overfunded or underfunded status of a defined
      benefit postretirement plan (other than a multiemployer plan) as an asset or
      liability in its statement of financial position and to recognize changes in
      that funded status in the year in which the changes occur through comprehensive
      income of a business entity or changes in unrestricted net assets of a
      not-for-profit organization. The Company does not expect application of SFAS
      No.
      158 to have a material affect on its financial statements.




**NOTE
      6 - SUBSEQUENT EVENTS**




**NOTE
      7 - PROVISION FOR INCOME TAXES**




At
      December 31, 2007, the Company had deficits accumulated during the development
      stage approximating $2,892,709) available to offset future taxable income
      through the foreseeable future. The Company established valuation allowances
      equal to the full amount of the deferred tax assets due to the uncertainty
      of
      the utilization of the operating losses in future periods.





**NOTE
      8 - STOCKHOLDERS’ EQUITY**





On
      February 26,, 2008, the Company’s directors and shareholders authorized a
      reverse split of the outstanding common shares of the Company at the rate of
      one
      share for each 50 shares outstanding. The reverse split was declared effective
      on March 24, 2008. All share information and per share data has been adjusted
      and noted to reflect the reverse stock





F-9




**NEW
      LIFE SCIENTIFIC, INC.**


**(FORMERLY
      NEVADA HOLDING GROUP, INC.)**


**NOTES
      TO FINANCIAL STATEMENTS**


**AS
      OF DECEMBER 31, 2007**





On
      March
      30, 2004, the Board of Directors authorized the issuance of 2,285,714 common
      shares of common stock to Netter LLC, a New Jersey corporation. These shares
      were in exchange for assuming all of the outstanding liabilities of the Company
      of $80,000. Since no formal settlement agreement has been entered into with
      the
      respective vendors, the Company reflected the $80,000 as a note receivable
      related to the issuance of common stock on the accompanying balance sheet.
      In
      connection with this issuance, the Company effected a change in
      control.





In
      September 2005, the Company issued 85,714 shares of its common stock par value
      .001 at fair value as pursuant to a consulting agreement with UTEC
      Corporation.





On
      November 1, 2005, a European pharmaceutical company signed a clinical study
      contract with PharmaTrials International, for a study to be conducted by
      PharmaTrials Ukraine, a Contract Research Organization (CRO) in Kiev, Ukraine.
      The terms of the contract dictate strict confidentiality as to the contracting
      party and the specific nature of the study. It is the first major study to
      be
      awarded to PharmaTrials International since it was acquired by us. The general
      scope of the project is a Phase II clinical study for a new therapeutic
      indication, to be conducted exclusively by


PharmaTrials
      International’s at seven sites in the Ukraine. The contract is scheduled for
      completion in the second quarter of 2006.





On
      January 23, 2006, we undertook a forward split of our outstanding shares of
      common stock at the rate of 1.1 shares for each one share
      outstanding.





On
      Feb
      16, 2006 Board of Directors had approved the acquisition of the remaining 50%
      of
      Invamed Pharma Inc., not currently owned by NWLS from Invapharm LLC. The
      contract calls for 6,000,000 shares of newly issued restricted common stock
      of
      New Life.





On
      May 3,
      2006 we entered into a strategic alliance with Biorigen Srl, (Genoa, Italy),
      a
      biotech company with certain intellectual properties and Centro Biotecnologie
      Avanzate (Genoa, Italy) to pursue development of a series of research projects,
      the first one being the project of “Bone Repair by Tissue Engineering” that is
      using novel biotechnology. Under the agreement, along with Biorigen, we are
      to
      establish a joint venture which obtains global rights with Biorigen Srl
      retaining rights for the European Union and countries of the Mediterranean
      Basin
      and Middle East. The new technology is intended to treat large bone defects,
      due
      to either pathologies or trauma and can also be used for modeling of bone in
      repair of bone defects. The final goal of the project is the commercialization
      of a new bone grafting/modeling technology. The development of this proprietary
      technology is applicable to long bone grafting and other bone reconstruction,
      such as in neurosurgery, maxillofacial and dental surgery. The technology
      involves a novel method of presentation of pluripotent mesenchymal stem cells
      derived from either bone marrow aspirate or small biopsies of periosteum and
      expanded in culture. This technology extends viability and activity of
      mesenchymal stem cells and will result in reproducible bone
      healing.





On
      May 5,
      2006, we completed a financing agreement for $1,050,000 with private investors
      (the “Investors”). Under the terms of the agreement, of such amount, $350,000
      was funded on the Closing Date, $450,000 shall be funded on the date the
      registration statement is filed, pursuant to the Registration Rights Agreement
      (as defined below), with the United States Securities and Exchange Commission
      (“SEC”), and $250,000 shall be funded on the date the Registration Statement is
      declared effective by the SEC. We issued to the Investors secured convertible
      notes totaling $1,050,000 with a 10% interest rate and a maturity date of May
      5,
      2009. The notes are convertible into our shares of common stock at the
      conversion price which shall be equal to the lesser of (a) $0.16 or (b) ninety
      five percent (95%) of the lowest Closing Bid Price of the Common Stock during
      the twenty five (25) trading days immediately preceding the Conversion Date
      as
      quoted by Bloomberg, LP. The Convertible Debentures are secured by a lien on
      all
      of the Company’s assets and by all of the assets of the Company’s subsidiaries
      pursuant to the Security Agreements entered into with the
      Investors.





Pursuant
      to the funding transaction, we also granted the Investors the right to purchase
      an aggregate of Nineteen Million (19,000,000) shares of the Company’s Common
      Stock as follows: (A) a warrant to purchase Three Million Five Hundred Thousand
      (3,500,000) shares of the Company’s Common Stock for a period of five (5) years
      at an exercise price of $0.17 per share, (B) a warrant to purchase Three Million
      Five Hundred Thousand (3,500,000) shares of the Company’s Common Stock for a
      period of five (5) years at an exercise price of $0.19 per share, (C) a warrant
      to purchase Four Million (4,000,000) shares of the Company’s Common Stock for a
      period of five (5) years at an exercise price of $0.20 per share, (D) a warrant
      to purchase Four Million (4,000,000) shares of the Company’s Common Stock for a
      period of five (5) years at an exercise price of $0.25 per share, (E) a warrant
      to purchase Two Million (2,000,000) shares of the Company’s Common Stock for a
      period of five (5) years at an exercise price of $0.30 per share, and (D) a
      warrant to purchase Two Million (2,000,000) shares of the Company’s Common Stock
      for a period of five (5) years at an exercise price of $0.35 per share. The
      shares issuable upon exercise of the warrants are to be included in the
      registration statement. Pursuant to the terms of a Registration Rights
      Agreement, we are required to register the shares underlying the Convertible
      Debentures, as well as the Deferred tax asset $ 746,000 Less: valuation
      allowance (746,000) Net
      deferred tax asset $ -0- shares to be issued pursuant to the Warrant within
      45
      days from the Closing Date and are required to have the registration statement
      declared effective within 150 days from the Closing Date. In the event that
      the
      registration statement is not filed or declared effective within these time
      limits, we may be deemed in default under the agreements and subject to
      liquidated damages in the amount of 2% of the entire funding amount per
      month.





On
      May
      25, 2006, we have established BIORIGEN USA, Inc., a joint venture company with
      Biorigen Srl, to pursue development of a series of research projects; the first
      one is the project of “Bone Repair by Tissue Engineering” that is using novel
      biotechnology. Under the agreement, BIORIGEN USA, Inc. obtains global rights
      with Biorigen Srl retaining rights for the European Union and countries of
      the
      Mediterranean Basin and Middle East countries.





F-10





**NOTE
      7 - PROVISION FOR INCOME TAXES**





At
      DECEMBER 31, 2007, net deferred tax assets approximated the
      following:





Deferred
                tax asset
            
            $
            746,000Less:
                valuation allowance
            
            
            (746,000
            )Net
                deferred tax asset
            
            $
            -0-





As
      of
      December 31, 2007, the Company had deficits accumulated during the development
      stage approximating $ (2,266,879) available to offset future taxable income
      for
      years 2008 and 2009. The Company established valuation allowances equal to
      the
      full amount of the deferred tax assets due to the uncertainty of the utilization
      of the operating losses in future periods.




**NOTE
      8 - STOCKHOLDERS’ EQUITY**





On
      March
      1, 2005, the Company’s sole officer, director and majority shareholder of the
      Company, authorized a reverse split of the outstanding common shares of the
      Company at the rate of one share for each 35 shares outstanding. The reverse
      split was declared effective on March 11, 2005. All share information and per
      share data has been restated to reflect the reverse stock split





On
      March
      30, 2004, the Board of Directors authorized the issuance of 2,285,714 common
      shares of common stock to Netter LLC, a New Jersey corporation. These shares
      were in exchange for assuming all of the outstanding liabilities of the Company
      of $80,000. Since no formal settlement agreement has been entered into with
      the
      respective vendors, the Company reflected the $80,000 as a note receivable
      related to the issuance of common stock on the accompanying balance sheet.
      In
      connection with this issuance, the Company effected a change in
      control.





In
      September 2005, the Company issued 85,714 shares of its common stock par value
      .001 at fair value as pursuant to a consulting agreement with UTEC
      Corporation.





On
      November 1, 2005, a European pharmaceutical company signed a clinical study
      contract with PharmaTrials International, for a study to be conducted by
      PharmaTrials Ukraine, a Contract Research Organization (CRO) in Kiev, Ukraine.
      The terms of the contract dictate strict confidentialityas to the contracting
      party and the specific nature of the study. It is the first major study to
      be
      awarded to PharmaTrials International since it wasacquired by us. The general
      scope of the project is a Phase II clinical study for a new therapeutic
      indication, to be conducted exclusively by


PharmaTrials
      International’s at seven sites in the Ukraine. The contract is scheduled for
      completion in the second quarter of 2006.





On
      January 23, 2006, we undertook a forward split of our outstanding shares of
      common stock at the rate of 1.1 shares for each one share
      outstanding.




**NOTE
      9 - GOING CONCERN**





As
      shown
      in the accompanying condensed consolidated financial statements, the Company
      incurred substantial net losses since inception, and is currently in the
      development stage. There is substantial doubt as to whether the Company will
      be
      able to generate enough revenue and/or raise capital to support those
      operations. This raises substantial doubt about the Company’s ability to
      continue as a going concern. Management states that they are confident that
      they
      can acquire projects and raise the appropriate funds needed either through
      a
      debt or equity offering to operate. The condensed consolidated financial
      statements do not include any adjustments that might result from the outcome
      of
      these uncertainties.




**NOTE
      10 – LITIGATION**





On
      March
      2, 2007, PTI initiated this proceeding by filing a demand for arbitration
      against AVI BioPharma, Inc. (AVI), an Oregon corporation. The claims in the
      arbitration proceeding center around an agreement between PTI and AVI dated
      July
      6, 2006 (“Study Agreement”). Pursuant to the Study Agreement, PTI agreed to
      conduct a clinical study for AVI to assess the safety and effectiveness of
      ex-vivo vein graft exposure to AVI product. It is PTI’s contention that AVI
      breached the Study Agreement, wrongfully terminated the Agreement and
      intentionally interfered with PTI’s present and future contracts with third
      parties. In its arbitration demand, PTI sought substantial damages, including,
      but not limited to $495,420.00 owed to us as services rendered.





On
      April
      10, 2007 AVI responded to PTI’s demand and filed a counterclaim for negligent
      misrepresentation, breach of the Study Agreement and breach of covenants of
      good
      faith and fair dealing. AVI valued its claim against PTI between $300,000 to
      $500,000. PTI prevailed do having for arbitration proceeding to take place
      in
      New Jersey vs. Oregon as it was attempted by AVI.





F-11




**ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.**





During
      the most recent fiscal year ending December 31, 2007, there have been no
      disagreements with Larry O’Donnell, CPA, PC, our independent auditor for the
      year ended December 31, 2007, on any matter of accounting principles or
      practices, financial statement disclosure, or auditing scope or
      procedure.





**ITEM
      8A. CONTROLS AND PROCEDURES**





Evaluation
      of disclosure controls and procedures Henry Val, our principal executive officer
      and principal financial officer evaluated our disclosure controls and procedures
      (as defined in rule 13a-14(c) and 15d-14(c) under the Securities Exchange Act
      of
      1934, as amended) as of a date within 90 days before the filing of this annual
      report (the “Evaluation
      Date”). Based on that evaluation, our principal executive officer and principal
      financial officer concluded that, as of the Evaluation Date, the disclosure
      controls and procedures in place were not adequate to ensure that information
      required to be disclosed by us, including our consolidated subsidiaries, in
      reports that we file or submit under the Exchange Act, is recorded, processed,
      summarized and reported on a timely basis in accordance with applicable rules
      and regulations. Although our principal executive officer and principal
      financial officer believes our existing disclosure controls and procedures
      are
      adequate to enable us to comply with our disclosure obligations, we intend
      to
      formalize and document the procedures already in place and establish a
      disclosure committee. Changes in internal controls We
      have
      not made any changes to our internal controls subsequent to the Evaluation
      Date.
      We have not identified any deficiencies or material weaknesses or other factors
      that could affect these controls, and therefore, no corrective action was
      taken.





Specifically
      the company was late in filing annual report.





**ITEM
      8B. OTHER INFORMATION**





None **.**




**PART
      III**





**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
      WITH
      SECTION 16(a) OF THE EXCHANGE ACT.**





Directors
      are elected for one-year terms or until the next annual meeting of shareholders
      and until their successors are duly elected and qualified. Officers continue
      in
      office at the pleasure of the Board of Directors. Our Directors and Officers
      as
      of the date of this report are as follows: All of our Directors will hold office
      until the next annual meeting of the shareholders and until successors have
      been
      elected and qualified. Our Officers are elected by the Board of Directors and
      hold office until their death or until they resign or are removed from
      office




Name
            
            Age
            
            PositionHenry
                Val
            
            47
            
            Chief
                Executive Officer/Chairman of the BoardWieslaw
                J. Bochenek
            
            68
            
            COO,
                President / Director




22




All
      of
      our Directors will hold office until the next annual meeting of the shareholders
      and until successors have been elected and qualified. Our Officers are elected
      by the Board of Directors and hold office until their death or until they resign
      or are removed from office.




Henry
      Val
      assumed his positions as our Chief Executive Officer, Chief Financial Officer,
      President and a director in March 2004. In addition to his positions with us,
      since January 1998, Mr. Val has been Chief Executive Officer and Chairman of
      the
      Board of MaxPlanet Corp., a publicly held Delaware corporation based in New
      Jersey, an integrated Internet development company which focuses on creating
      and
      expanding strategic alliances for its network of consumer and business oriented
      websites. He has been associated with MaxPlanet since 1993, as a consultant.
      Since January 2003, Mr. Val has also been manager of Delta Capital LLC a
      privately held limited liability company engaged in management and business
      consulting. In 2005 Mr. Val devoted 100% of his time to our business . In
      March
      of 2008, Mr. Val resigned as Chief Executive Officer and President





Dr.
      Wieslaw J. Bochenek, M.D., Ph.D., F.A.C.P. was elected to our board of directors
      and was appointed as our President on June 16, 2005. Dr. Bochenek provides
      strong leadership and experience to us, including fifteen years in the
      pharmaceutical industry with prior academic, clinical and bench research
      experience in the therapeutic areas of gastroenterology, diabetes, lipids,
      and
      osteoporosis. Dr. Bochenek also has an appointment as an Adjunct Clinical
      Associate Professor of Medicine at the Division of Gastroenterology, University
      of Pennsylvania, Philadelphia, Pennsylvania. Dr. Bochenek's previous positions
      range from Associate to Senior Director of Drug Development, including;
      developmental strategies from pre-clinical through NDA submission; supervision
      of the conduct of clinical projects (Phase II - IIIb) using in-house teams
      and
      CROs; medical monitoring of domestic and international phase I, II, III and
      IIIb, IV trials; and close interaction with drug discovery and pre-clinical
      drug
      development. Mr. Bochenek resigned from the board of directors effective July
      7,
      2007.




COMPLIANCE
      WITH SECTION 16(a) OF THE EXCHANGE ACT





Section
      16(a) of the Securities Exchange Act of 1934 requires the Company’s officers,
      directors and person who own more than 10% of the Company’s Common Stock to file
      reports of ownership and changes in ownership with the Securities and Exchange
      Commission. All of the aforesaid persons are required by SEC regulation to
      furnish us with copies of all Section 16(a) forms they file. The information
      contained below herein under “Item 11, Security Ownership of Certain Beneficial
      Owners and Management” is correct as of the date of this report. No Form 5’s for
      the fiscal year ended December 31, 2007 have been filed as of yet.





**ITEM
      10. EXECUTIVE COMPENSATION.**





**Remuneration**





The
      following table reflects all forms of compensation for services to us for the
      fiscal years ended December 31, 2007, 2006 and 2005 of our Chief Executive
      Officer.





**SUMMARY
      COMPENSATION TABLE**





**ANNUAL
      COMPENSATION**      **LONG
      TERM COMPENSATION**


NAMEAND
              PRINCIPAL
              POSITION
            
            FISCAL
              YEAR
            
            OTHER
              SALARY
            
            ANNUAL
              BONUS
            
            RESTRICTED
              UNDERLYING
              AWARDS
            
            STOCK
              COMPENSATION
            
            SECURITIES
              OPTIONS
              (NO.
                OF
              SHARES)
            
            ALL
                OTHER
              COMPENSATION2007
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Henry
                Val
              ChiefExecutive
              Officer
              AndPresident
            
            
            2006
            
            $
            89,340.00
            
            $
            25,000.00
            
            
            0
            
            
            0
            
            
            0
            
            
            02005
            
            $
            84,000(1
            )
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            02007
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Wieslaw
                J.Bochenek
            
            
            2006
            
            $
            57,884.64
            
            $
            12,500.00
            
            
            0
            
            
            0
            
            
            0
            
            
            02005
            
            $
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0





23




We
      maintain a policy whereby our directors may be compensated for out of pocket
      expenses incurred by each of them in the performance of their relevant duties.
      We did reimburse directors for out of pocket expenses during fiscal years 2006,
      2005 and 2004.





In
      addition to the cash compensation set forth above, we reimburse each executive
      officer for expenses incurred on our behalf on an out-of-pocket basis. We cannot
      determine, without undue expense, the exact amount of such expense
      reimbursement.





Our
      current officers do not receive any additional compensation for their services
      as directors. However, our directors are entitled to be reimbursed for
      reasonable and necessary out-of-pocket expenses incurred by them in connection
      with meetings of the Board of Directors or other matters of our
      business.





**Stock
      Plan**





There
      are
      no bonus or incentive plans in effect, nor are there any understandings in
      place
      concerning additional compensation to our officers and/or directors. It is
      anticipated that we will adopt a stock option plan in the near future.
      Additionally, there are no other retirement, pension, profit sharing, stock
      option or insurance programs or other similar programs have been adopted by
      us
      for the benefit of our employees.




**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT.**





The
      table
      below lists the beneficial ownership of our voting securities by each person
      known by us to be the beneficial owner of more than 5% of such securities,
      as
      well as by all of our directors and officers. Unless otherwise indicated, the
      shareholders listed possess sole voting and investment power with respect to
      the
      shares shown.








**Title
                of Class**
            
            **Name and Address**
              **of Beneficial Owner**
            
            **Amount and Nature of**
              **Beneficial Ownership**
            
            **Percent of Class**Common
            
            
            Michael
                Val
            
            
            9,907,859
            
            
            18.14
            %Common
            
            
            Invapharm
                LLC
            
            
            6,000,000
            
            
            11.65
            %Common
            
            
            All
                Officers, Directors and Shareholders as a Group
            
            
            
            
            
            29.79
            %




**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.**





Henry
      Val, CEO and director, and an indirect shareholder from time to time advanced
      funds to us for operations. These amounts are non-interest bearing,
      non-collateralized, and are payable on demand. Amounts presently owed to Mr.
      Val
      are $17,000.




**PART
      IV**





**ITEM
      13. EXHIBITS AND REPORTS ON FORM 8-K.**





(a)
      Exhibits





14.1
      Financial Code of Ethics





31.1
      Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.





32.1
      Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.





(b)
      Reports on Form 8-K





We
      did
      not file any reports on Form 8-K during the last calendar quarter of the fiscal
      year ended December 31, 2007.





24





**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES** **AUDIT
      FEES AND AUDIT**





For
      our
      fiscal year ended December 31, 2007, we were billed approximately $ **13** **,114** ,
      respectively, for professional services rendered for the audit and review of
      our
      financial statements included in our periodic and other reports filed with
      the
      Securities and Exchange Commission for our year ended December 31, 2007.





**TAX
      FEES**





For
      our
      fiscal years ended December 31, 2007 and December 31, 2006, we were billed
      approximately $ **0** and
      $0,
      respectively, for professional services rendered for tax compliance, tax advice
      and tax planning.





**ALL
      OTHER FEES**





We
      did
      not incur any other fees related to services rendered by our principal
      accountants for the fiscal years ended December 31, 2007 and December 31,
      2007




**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      the
      Company caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized, on April 4, 2008.




**NEW
      LIFE SCIENTIFIC, INC.**





By*:*
            */s/
              Richard Amy**Henry
                Val, Chief Executive Officer, President and
                Director*




In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities indicated
      on
      April 8, 2008.





By*:*
              */s/
                Henry Val**Henry
                  Val, Chief Financial
                  Officer*




25