**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






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


Exchange
      Act of 1934






For
      the
      fiscal year ended December 31, 2006






*Commission
      File No. 0-32321*




New
      Life
      Scientific, Inc.


(Name
      of
      small business issuer in its charter)





Nevada
            88-0440989(State
                or other jurisdiction of
              Incorporation
                or Organization)
            (I.R.S.
                Employer Identification Number)





15
      Roszel
      Rd


Princeton,
      New Jersey 08543


(609)720-0225





(Address,
      including zip code and telephone number, including area code,


of
      registrant’s executive offices)




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 x No
o













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: $ 368,397




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
      April 25, 2006: $380,395.92.




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 14, 2007, there were 51,620,586
      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.
            4Item
                2.
            Description
                of Property.
            8Item
                3.
            Legal
                Proceedings.
            8Item
                4.
            Submission
                of Matters to a Vote of Security Holders.
            9PART
                IIItem
                5.
            Market
                for the Registrant’s Common Equity and Related Stockholder Matters.
            9Item
                6.
            Management’s
                Discussion and Analysis of Financial Condition and Results of Operations.
            11Item
                7.
            Financial
                Statements
            F-1
                - F-13Item
                8.
            Changes
                in and Disagreements on Accounting and Financial Disclosure.
            19Item
                8A.
            Controls
                and Procedures
            19PART
                IIIItem
                9.
            Directors,
                Executive Officers, Promoters and Control Persons; Compliance with
                Section
                16(a) of the Exchange Act.
            19Item
                10.
            Executive
                Compensation
            20Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management
            21Item
                12.
            Certain
                Relationships and Related Transactions
            22PART
                IVItem
                13.
            Exhibits
                and Reports of Form 8-K
            22Item
                14.
            Principal
                Accountant Fees and Services
            22SIGNATURES
            23




3




**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”) is involved in bio
      and pharmaceutical development and clinical research utilizing new dry delivery
      systems and medical devices. We were 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. On March 1, 2005, we changed our name to New Life
      Scientific, Inc.




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.




4


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.


5




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.




6


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.




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.




**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.




7




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 and




**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 4 full time employees, our officers and directors, Mr. Val
      and Dr. Bochenek, Peter Goodenow Vice President of Clinical Operations and
      office manager. We anticipate that once our business plan is implemented and
      adequate financing is arranged, all of our officers will enter into written
      employment contracts.




**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 15 Roszel Rd,
      Princeton, NJ 08543 and we have an additional office at 401 Omni Drive,
      Hillsborough, New Jersey 08844. 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 609-228-4120. We neither own nor lease
      any
      other properties.




**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.
 
 8
 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.
  **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 April 25, 2007, the price of our common stock
        was
        $.02. Our trading symbol is NWLS. 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.
  9
 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
                    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
                
                $
                3.50March
                    2003
                
                $
                0.15
                
                $
                0.03June
                    2003
                
                $
                0.11
                
                $
                0.05September
                    2003
                
                $
                0.09
                
                $
                0.01December
                    2003
                
                $
                0.04
                
                $
                0.015
 (b)
        Holders. There are**166**holders
        of our Common Stock, not including those persons who hold their shares in
        “street name” holding 9,026,833****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, 2006. There can be no
        assurances that a dividend will be issued even if a merger or acquisition
        is so
        consummated.
  10
 **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.*
 
 **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, 2006 (the "2006 Period") and December
        31, 2005 (the "2005 Period") was $ 368,398 and
        $ 115,631 ,
        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.  We had written off the cost of Budesonide license of
        $1,000,000.00 and included $ 500,403.00
        as provision for uncollectible accounts ,
        currently in litigation.
 
 General
        and Administrative Expenses. General and administrative expenses for the
        2006
        Period decreased to $ 260,517 from
        $ 327,799 during
        the 2005 Period. During the 2006 and 2005 Period, the Company employed
        approximately 4 employees in administrative functions. Wages and benefits
        for
        general and administrative personnel and expenses associated with it in 2006
        Period were $ 434,921 compared
        to $0 during the 2005 Period. The difference in general and administrative
        expenses primarily results from compensation charges to executive level
        employees.
  Legal
        and
        Accounting Expenses. Legal and accounting fees for the 2006 Period were
        $ 132,776 compared
        to $ 25,855 in
        the
        2005 Period. In 2006 Period, we incurred significant legal fees in relation
        to
        patent filings and corporate financing compared to 2005 Period.
  Financing
        Expenses. As a result of corporate financing obtained, we incurred finance
        charges on debt and equity arrangements of $ 43,750 compared
        to $0 for the 2005 Period. This was related to the issuance of the 2006
        Convertible Debentures.
 
 Interest
        Expense. Interest expense for the 2006 Period significantly increased to
        $ 43,750 from
        $0
        during the 2005 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 2005 Period.
        In
        addition, the Company was required to file a registration statement, which
        was
        filed on August 10,
        2006 ,
        and
        than withdrew statement on February 22, 2007. The registration statement
        was
        withdrawn on February 22, 2007 and the Company will have additional accrued
        penalties of approximately due to withdrawal.
 
 11
  As
        a
        result of the foregoing, the Company incurred a net loss of $ 1,932,534 or
        ($ 0.037 )
        per
        share during the 2006 Period, as compared to a net loss of $ 257,800 or
        $( 0.006 )
        per
        share during the 2005 Period.
  **Liquidity
        and Capital Resources**
  At
          December 31, 2006, we had cash of $ 81,457. 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.
  At
        December 31, 2006, 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**
              
              **2006**
              
              **2005**Sale
                  of Common Stock
              
              $
              250,000
              
              $
              610,000Sale
                  of Convertible Debentures, net
              
              
              800,000Loans
                  and Contributions from officers and shareholders
              
              
              0Short
                  Term Loans
              
              
              
              
              
              35,000$
              1,050,000
              
              $
              645,000
  As
        reported in the Report of Independent Registered Public Accounting Firm on
        our
        December 31, 2006 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 continues to market its services to add more commercial customers
        under
        the same business model, the Company expects that its cash flow will meet
        its
        monthly working capital requirements by the end of 2007.
  12
  **FINANCING
        ACTIVITIES**
  In
        addition we continue 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 expects this rate to decrease due to recent and planned operational
        changes in 2007 in order to meet its current commercial strategy. The Company
        estimates that its monthly operating costs throughout 2007 will decrease
        due to
        Henry Val Company’s CEO and Dr W. J. Bochanek president and CSO of New Life
        suspend payroll payments until Company achieves sufficient revenues and/or
        raises sufficient financing to continue its operations. If the Company is
        unable
        to generate sufficient revenue during 2007 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 $ 1.046 million
        of current liabilities reflected in the consolidated balance sheet as of
        December 31, 2006, 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, 2006,
        Management has started to create a series of plans to act on these strategies
        that the Company's board will consider for the best interest of its shareholders
        before implementation. Management anticipates concluding a working plan before
        the end of the Company's second quarter 2007.
  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 2007. 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.
 
 13
  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.
  We
        are a
        pharmaceutical development company focusing on the development and
        commercialization of innovative therapeutic products. Our goal is to become
        a
        leader in both the development and commercialization of innovative drugs
        and
        drug delivery products and technologies. We will focus our research and
        development efforts on product candidates such as proprietary technologies
        for
        targeted drug release using oral route of administration and clinical advantages
        such as improved safety and clinical efficacy or increased patient compliance
        due to elimination of injection site pain and avoidance of injection site
        irritation. We will continue to try to establish strategic collaborations
        with
        leading pharmaceutical and biotechnology companies. In select cases where
        we
        deem it to be strategically advantageous to us, we plan to internally develop,
        manufacture and distribute our products. We have invested substantial time,
        money and intellectual capital in developing our manufacturing facilities
        and
        know-how which we believe would be difficult for our competitors to replicate
        in
        the near term.
  We
        are
        planning to engage in a variety of preclinical and clinical research and
        development activities to identify and develop viable product candidates
        in
        therapeutic areas including gastrointestinal and metabolic disorders, wound
        healing, infection/inflammation, osteoporosis and pain. Some of these products
        fall into the category of woman’s health. We and our collaboration partners have
        been developing a diverse portfolio of clinical-stage product candidates
        for
        multiple therapeutic areas utilizing our molecular biology-based drug delivery
        technology. In addition, we have been expanding our regenerative and tissue
        engineering research and development efforts.
  **General
        Business Plan**
  Our
        purpose is to proceed with the bio and pharmaceutical development and
        clinical research and to continue to develop additional business for our
        subsidiary, PharmaTrials International, Inc, a Florida corporation providing
        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.
  PharmaTrials
        International, Inc. (PTI) - Contract Research Organization (CRO)
  PharmaTrials
        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
  14
 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.
  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.
  15
 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.”
  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.
  16
  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.
  **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.
  17
  >
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, 2005
        and
        2006 and for the years ended December 31, 2006 and 2005. During the year
        ended
        December 31, 2006, 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, 2006.
  **Off-Balance
        Sheet Arrangements**
  We
        do not
        have, and do not have any present plans to implement, any off-balance sheet
        arrangements.
  18
 
 **ITEM
            7. FINANCIAL STATEMENTS**
  
 NEW
            LIFE
            SCIENTIFIC, INC.
 (FORMERLY
            NEVADA HOLDING GROUP, INC.)
 INDEX
            TO
            CONSOLIDATED FINANCIAL STATEMENTS
 December
            31, 2005
 
 
 
 PagesReport
                      of Independent Registered Public Accounting Firm
                  F-2
 
 Balance
                      Sheet
                  F-3
 
 Statements
                      of Operations
                  F-4
 
 Statements
                      of Changes in Shareholders’ Deficit
                  F-
 
 Statements
                      of Cash Flows
                  F-5NOTES
                      TO FINANCIAL STATEMENTS
                  F-6
                      to F-13
   F-1
 Larry
              O'Donnell, CPA, P.C.
 Telephone
                        (303)745-4545
                    2228
                        South Fraser Street Unit 1
                      Aurora,
                        Colorado 80014
 
 REPORT
              OF
              INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Board
              of
              Directors
 New
              Life
              Scientific, Inc.
 Princeton,
              New Jersey
 
 I
              have
              audited the accompanying balance sheets of New Life Scientific, Inc.
              as of
              December 31, 2006 and 2005 and the related statements of operations,
              stockholders' equity, and cash flows for the years then ended December.
              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 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 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 New Life
              Scientific,
              Inc. as of December 31, 2006 and 2005, and the results of its operations
              and
              cash flows for the years then ended, in conformity with generally accepted
              accounting principles in the United States of America.
 
 The
              accompanying financial statements have been prepared assuming that
              the Company
              will continue as a going concern. As discussed in Note 9 to the financial
              statements, the Company's significant operating losses raise substantial
              doubt
              about its ability to continue as a going concern. Management’s plans regarding
              these matters are also described in the Note 10 to the financial statements.
              The
              financial statements do not include any adjustments that might result
              from the
              outcome of this uncertainty.
 
  **Larry
              O’Donnell, CPA PC**
 Aurora,
              Colorado
 March
              27,
              2007
 F-2
 
 
 **NEW
                        LIFE SCIENTIFIC, INC.****Balance
                          Sheet**
 **ASSETS****December
                        31, 2006**
                    
                    **December  31,
                        2005**Current
                        AssetsCash
                        and cash equivalents
                    
                    $
                    81,457
                    
                    $
                    119,167Accounts
                        Receivable
                    
                    
                    335,777
                    
                    
                    47,514Prepaid
                        - Legal
                    
                    
                    -
                    
                    
                    10,000Prepaid
                        - Laboratory
                    
                    
                    33,517Prepaid
                        - Financing Cost
                    
                    
                    71,250Prepaid
                        - Other
                    
                    
                    5,000Demand
                        note - related party net of allowance 2006 $500,403
                    
                    
                    
                    
                    
                    388,617Demand
                        note - third party
                    
                    
                    -Total
                        Current Assets
                    
                    
                    527,000
                    
                    
                    565,298Property,
                        Plant & Equipment, at Cost
                    
                    
                    8,407Atlan
                        International Holding
                    
                    
                    75,000Budesonite
                        License, net of impairment**TOTAL
                        ASSETS**
                    
                    $
                    610,408
                    
                    $
                    565,298**LIABILITIES
                        AND STOCKHOLDERS' (DEFICIT)****LIABILITIES**Current
                        LiabilitiesAccounts
                        payable and accrued expenses
                    
                    $
                    214,286
                    
                    $
                    34,142Payroll
                        taxes payable
                    
                    
                    71,789Convertible
                        loans payable
                    
                    
                    820,000
                    
                    
                    -Liability
                        for stock to be issued
                    
                    
                    12,500
                    
                    
                    -Note
                        Payable
                    
                    
                    -
                    
                    
                    35,000Total
                        Current Liabilities
                    
                    
                    1,118,575
                    
                    
                    69,142**Total
                        Liabilities**
                    
                    
                    1,118,575
                    
                    
                    69,142**STOCKHOLDERS'
                        (DEFICIT)**Common
                        stock, par value $.001, 1,000,000,000 shares authorized
                        and51,620,540
                        shares issued and outstanding
                    
                    $
                    51,620
                    
                    $
                    45,620Additional
                        paid-in capital
                    
                    
                    1,862,819
                    
                    
                    868,819Subscription
                        receivable
                    
                    
                    (80,000
                    )
                    
                    (80,000
                    )Deferred
                        compensation
                    
                    
                    (75,727
                    )
                    
                    (75,727
                    )Accumulated
                        Deficit
                    
                    
                    (2,266,879
                    )
                    
                    (262,556
                    )**Total
                        Stockholders' (Deficit)**
                    
                    
                    (508,167
                    )
                    
                    496,156**TOTAL
                        LIABILITIES AND STOCKHOLDERS' (DEFICIT)**
                    
                    $
                    610,408
                    
                    $
                    565,298
   See
                      notes to financial statements.
  F-3
  **NEW
                        LIFE SCIENTIFIC, INC.****Statement
                      of Income**
  **YEAR ENDED****12/31/2006**
                    
                    
                    **12/31/2005****INCOME**
                    
                    $
                    368,398
                    
                    $
                    115,631**OPERATING
                        EXPENSES**Organizational
                        expenses
                    
                    
                    -Depreciation
                        and amortization
                    
                    
                    353
                    
                    
                    19,777Impairment
                        loss
                    
                    
                    1,000,000Provision
                        for uncollectible accounts
                    
                    
                    500,403Compensation
                        and related costs
                    
                    
                    434,921Administrative
                        expenses
                    
                    
                    260,517
                    
                    
                    327,799Professional
                        fees
                    
                    
                    132,776
                    
                    
                    25,855Interest
                        Expense
                    
                    
                    43,750**Total
                        Operating Expenses**
                    
                    
                    2,372,720
                    
                    
                    373,431**NET
                        LOSS APPLICABLE TO COMMON SHARES**
                    
                    $
                    (2,004,322
                    )
                    $
                    (257,800
                    )**NET
                        LOSS PER BASIC AND DILUTED SHARES**
                    
                    $
                    (0.039
                    )
                    $
                    (0.006
                    )**WEIGHTED
                        AVERAGE NUMBER OF COMMON****SHARES
                        OUTSTANDING**
                    
                    
                    51,620,540
                    
                    
                    45,620,540
  F-4
  **NEW
                        LIFE SCIENTIFIC, INC.****Statement
                      of Cash Flow**
  **YEAR ENDED****12/31/2006**
                    
                    **12/31/2005****CASH
                        FLOWS FROM OPERATING ACTIVITIES**Net
                        loss
                    
                    $
                    (2,004,322
                    )
                    $
                    (257,800
                    )Adjustments
                        to reconcile net loss to net cash(used
                        in) operating activitiesAmortization
                        of deferred compensation
                    
                    
                    
                    
                    
                    19,777Impairment
                        loss
                    
                    
                    1,000,000Provision
                        for uncollectible accounts
                    
                    
                    500,403Issuance
                        of stock for services
                    
                    
                    
                    
                    
                    97,714Interest
                        Expense Accrual
                    
                    
                    20,000Depreciation
                    
                    
                    353**Changes
                        in assets and liabilities**(Increase)
                        in account receivable
                    
                    
                    (288,263
                    )(Increase)
                        in notes receivable - related party
                    
                    
                    (111,786
                    )
                    
                    (388,617
                    )Prepaid
                    
                    
                    (99,767
                    )Increase
                        in accounts payable and accrued expenses
                    
                    
                    180,144
                    
                    
                    40,102Increase
                        in payroll taxes payable
                    
                    
                    71,789
                    
                    
                    -Total
                        adjustments
                    
                    
                    1,272,872
                    
                    
                    (231,024
                    )**Net
                        cash (used in) operating activities**
                    
                    
                    (731,450
                    )
                    
                    (488,824
                    )**CASH
                        FLOWS FROM FINANCING ACTIVITIES**Payments
                        to note payable
                    
                    
                    (35,000
                    )
                    
                    (6,825
                    )Proceeds
                        from Sale of Common Stock
                    
                    
                    
                    
                    
                    610,000Loan
                        ReceivableConvertible
                        loans payable
                    
                    
                    800,000Liability
                        for stock to be issued
                    
                    
                    12,500
                    
                    
                    -**Net
                        cash provided by financing activities**
                    
                    
                    777,500
                    
                    
                    603,175**CASH
                        FLOWS FROM INVESTING ACTIVITIES**Atlant
                        International Holding
                    
                    
                    (75,000
                    )Fixed
                        Assets - Computer Equipment & Furniture
                    
                    
                    (8,760
                    )**Net
                        cash provided by investing activities**
                    
                    
                    (83,760
                    )**NET
                        INCREASE (DECREASE) IN****CASH
                        AND CASH EQUIVALENTS**
                    
                    
                    (37,710
                    )
                    
                    114,351**CASH
                        AND CASH EQUIVALENTS -****BEGINNING
                        OF PERIOD**
                    
                    
                    119,167
                    
                    
                    -**CASH
                        AND CASH EQUIVALENTS - END OF PERIOD**
                    
                    $
                    81,457
                    
                    $
                    114,351**SUPPLEMENTAL
                        DISCLOSURE OF NON-CASH INFORMATION:**Acquisition
                        of Nova reverse merger accounts payable
                    
                    
                    
                    
                    $
                    26,627Acquisition
                        of Nova reverse merger note payable
                    
                    
                    
                    
                    $
                    6,825Acquisition
                        of Nova reverse merger convertible loan payable
                    
                    
                    
                    
                    $
                    40,000Acquisition
                        of Nova reverse merger common stock
                    
                    
                    
                    
                    $
                    26,298Acquisition
                        of Nova reverse merger subscription receivable
                    
                    $
                    (80,000
                    )
                    $
                    (80,000
                    )Acquisition
                        of Nova reverse merger deferred compensation
                    
                    $
                    (75,727
                    )
                    $
                    (75,727
                    )Acquisition
                        of Nova reverse merger additional paid in capital
                    
                    
                    
                    
                    $
                    160,427Common
                        stock issued for services
                    
                    $
                    97,714
                    
                    $
                    97,714Acquisition
                        of Budesonite License capital stock
                    
                    $
                    6,000Acquisition
                        of Budesonite License paid in capital
                    
                    $
                    994,000
  F-5
  **NEW
          LIFE SCIENTIFIC, INC.**
 **(FORMERLY
          NEVADA HOLDING GROUP, INC.)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **AS
          OF DECEMBER 31, 2006**
 
 **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 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.
 
 F-6
 **NEW
          LIFE SCIENTIFIC, INC.**
 **(FORMERLY
          NEVADA HOLDING GROUP, INC.)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **AS
          OF DECEMBER 31, 2006**
  **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, 2006**
  **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,
                    2006
                  
                  DECEMBER
                      31,
                    2005Net
                      Loss
                  
                  $
                  (2,004,322
                  )
                  $
                  (310,300
                  )Weighted-average
                      common shares outstanding (Basic)
                  
                  
                  51,620,540
                  
                  
                  18,297,011Weighted-average
                      common stock equivalents:Stock
                      options and warrants
                  
                  
                  -
                  
                  
                  -Weighted-average
                      common shares outstanding (Diluted)
                  
                  
                  51,620,540
                  
                  
                  18,297,011
 The
          Company has no options or warrants outstanding as of DECEMBER 31, 2006,
          and no
          options or warrants have been granted to date.
 
 **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, 2006**
 
 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
          3- DEMAND NOTES**
 
 The
          Company has notes receivable due from two companies, PharmaTrials Ukraine,
          (PTU)
          and Biorigen USA, Inc. The funds, $418,516 were advanced to establish PTU
          operations in Ukraine, due to favorable economic conditions. Officers of
          PTU are
          also shareholders of the Company. The funds, $100,000 were advanced to
          BiorigenUSA, Inc., Joint Venture established to pursue certain biotech
          project
          with Biorigen Srl of Italy. The notes have no repayment terms and non
          interest-bearing. As of December, 2006, the total balance owed to the Company
          is
          $ 500,403. A provision for the potential that the amount may be uncollectible
          has been recognized as of December 31, 2006
 
 Notes
          have been paid
 
 **NOTE
          5 - INVESTEMENT**
 
 On
          September 16, 2006, the Company made an investment in Atlan International
          Holdings Corp. in the amount of $75,000.
 
 **NOTE
          6 - SUBSEQUENT EVENTS**
  **NOTE
          7 - PROVISION FOR INCOME TAXES**
 
 At
          DECEMBER 31, 2006, net deferred tax assets approximated the
          following:
 
 At
          June30, 2006, the Company had deficits accumulated during the development
          stage
          approximating $ (598,100) available to offset future taxable income through
          2023. 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 and forward
          split as of 1.1 to 1 in January of 2006
 
 F-9
  **NEW
          LIFE SCIENTIFIC, INC.**
 **(FORMERLY
          NEVADA HOLDING GROUP, INC.)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **AS
          OF DECEMBER 31, 2006**
 
 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.
 
 F-10
 
 **NEW
              LIFE SCIENTIFIC, INC.**
 **(FORMERLY
              NEVADA HOLDING GROUP, INC.)**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **AS
              OF DECEMBER 31, 2006**
 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.
  **NOTE
          7 - PROVISION FOR INCOME TAXES**
 
 At
          DECEMBER 31, 2006, net deferred tax assets approximated the
          following:
 
 Deferred
                    tax asset
                
                $
                746,000Less:
                    valuation allowance
                
                
                (746,000
                )Net
                    deferred tax asset
                
                $
                -0-
 
 At
          January 2006, the Company had deficits accumulated during the development
          stage
          approximating $ (2,266,879)
 available
          to offset future taxable income through 2023. 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.
 
 F-11
 
 **NEW
              LIFE SCIENTIFIC, INC.**
 **(FORMERLY
              NEVADA HOLDING GROUP, INC.)**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **AS
              OF DECEMBER 31, 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
          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.
 
 **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.
 
 F-12
 
 **NEW
              LIFE SCIENTIFIC, INC.**
 **(FORMERLY
              NEVADA HOLDING GROUP, INC.)**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **AS
              OF DECEMBER 31, 2006**
 **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-13
 **ITEM
          8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
          DISCLOSURE.**
 
 During
          the most recent fiscal year ending December 31, 2005, there have been no
          disagreements with Larry O’Donnell, CPA, PC, our independent auditor for the
          year ended December 31, 2005, 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 its annual report for the year ended December
          31,
          2006.
 
 **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
 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, 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.
 
 19
 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.
 
 During
          2006, the Company had Alexander Yelsky and Yevsey Tseytelman continue acting
          as
          Managing Directors of the Ukrainian operations. During 2006, due diligence
          phases both individuals were reimbursed for their expenses related to this
          work.
 
 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, 2005 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, 2005, 2004 and 2003 of our Chief Executive
          Officer.
 
 **SUMMARY
          COMPENSATION TABLE**
 **NEED
          TO ADD 2005 NUMBERS**
  **ANNUAL
                    COMPENSATION**
                  
                  
                  
                  **LONG
                      TERM COMPENSATION**NAME
                      ANDPRINCIPALPOSITION
                  
                  FISCAL
                      YEAR
                  
                  OTHER
                      SALARY
                  
                  ANNUAL
                    BONUS
                  
                  RESTRICTED
                    UNDERLYING
                    AWARDS
                  
                  STOCK
                    COMPENSATION
                  
                  SECURITIES
                    OPTIONS
                    (NO.
                      OF
                    SHARES)
                  
                  ALL
                      OTHER
                    COMPENSATIONHenry
                    Val
                    Chief
                      Executive Officer
                    And
                      President
                  
                  
                  2006
                  
                  $
                  89,340.00
                  
                  
                  25,000.00
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  02005
                  
                  $
                  84,000
                  (1)
                  
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  $
                  02004
                  
                  $
                  29,000
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  02003
                  
                  $
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0Wieslaw
                      J. Bochenek
                  
                  
                  2006
                  
                  $
                  57,884.64
                  
                  
                  12,500.00
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  $
                  02005
                  
                  $
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  02004
                  
                  $
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  02003
                  
                  $
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0
 17
  20
 It
          is not
          anticipated that any executive officer will receive compensation exceeding
          $100,000 during the fiscal year ending December 31, 2006, except in the
          event we
          successfully consummate a business combination, of which there is no
          assurance.
 
 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
                  Alexander
                      Yelsky
                  4,134,726
                  8.01%Common
                  Yevsey
                      Tseytelman
                  4,481,015
                  8.99%Common
                  Michael
                      Val
                  9,907,859
                  19.23%Common
                  Power
                      Network Inc.
                  **2,214,501**
                  8.27%Common
                  MBA
                      Investors. Inc.
                  **1,423,401**
                  8.27%Common
                  Invapharm
                      LLC
                  6,000,000
                  11.65%Common
                  All
                      Officers, Directors and Shareholders as a Group
                  32,600,790
                  73.89%
 21
 **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.
 
 On
          May
          15, 2004, we established a Board of Advisors of one individual, Michael
          Val, the
          brother of our sole officer and director. The individual received 7,143
          shares
          of common stock as compensation for his services as an advisor. We valued
          these
          common shares at the quoted trading price on the date of the resolution
          at $1.75
          per common share, or $12,500, which will be amortized over the service
          period.
          The above share issuance and per share data has been restated to reflect
          a
          reverse stock split of 35 for 1, which was declared effective on March
          11, 2005.
          There were no other related party transactions which occurred during the
          past
          two years and which is required to be disclosed pursuant to the requirements
          included under Item 404 of Regulation S-B.
 
 **PART
          IV**
 
 **ITEM
          13. EXHIBITS AND REPORTS ON FORM 8-K.**
  (a)
                    Exhibits14.1
                    Financial
                        Code of Ethics31.1
                    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, 2006.
  **ITEM
          14. PRINCIPAL ACCOUNTANT FEES AND SERVICES** **AUDIT
          FEES AND AUDIT**
 
 For
          our
          fiscal years ended December 31, 2006 and December 31, 2005, we were billed
          approximately $ **13,114** and
          $ **6,500** ,
          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 years ended December 31, 2006
          and
          December 31, 2005.
 
 **TAX
          FEES**
 
 For
          our
          fiscal years ended December 31, 2006 and December 31, 2005, we were not
          billed 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, 2006 and December 31,
          2005
  22
 
 **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 14, 2005.
  **NEW
          LIFE SCIENTIFIC, INC.**
  
 By *:
          /s/ Henry Val*
 *Henry
                    Val, Chief Executive Officer and
                    President*
 
  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
          May, 2006.
  
 By *:
          /s/ Henry Val*
 *Henry
                    Val, Chief Executive Officer, President and Director*
  By *:
            /s/ Wieslaw J. Bochenek*
 *Director*
  23
  **NEW
          LIFE SCIENTIFIC, INC.**
  **FINANCIAL
          CODE OF ETHICS**
  
 As
          a
          public company, it is of critical importance that New Life Scientific,
          Inc.(“New
          Life Scientific”) filings with the Securities and Exchange Commission be
          accurate and timely. Depending on their position with New Life Scientific,
          employees may be called upon to provide information to assure that New
          Life
          Scientific’s public reports are complete, fair, and understandable. New Life
          Scientific expects all of its employees to take this responsibility seriously
          and to provide prompt and accurate answers to inquiries related to New
          Life
          Scientific’s public disclosure requirements.
 
 New
          Life
          Scientific, Inc. Finance Department bears a special responsibility for
          promoting
          integrity throughout New Life Scientific, with responsibilities to stakeholders
          both inside and outside of New Life Scientific. The Chief Executive Officer
          (CEO), Chief Financial Officer (CFO), and Finance Department personnel
          have a
          special role both to adhere to the principles of integrity and also to
          ensure
          that a culture exists throughout New Life Scientific as a whole that ensures
          the
          fair and timely reporting of New Life Scientific’s financial results and
          conditions. Because of this special role, the CEO, CFO, and all members
          of New
          Life Scientific’s Finance Department are bound by New Life Scientific’s
          Financial Code of Ethics, and by accepting the Financial Code of Ethics,
          each
          agrees that they will:
 
 -
                Act
                    with honesty and integrity, avoiding actual or actual conflicts
                    of
                    interest in personal and professional relationships.-
                Provide
                    information that is accurate, complete, objective, relevant,
                    timely and
                    understandable to ensure full, fair, accurate, timely, and understandable
                    disclosure in the reports and documents that New Life Scientific
                    files
                    with, or submits to, government agencies and in other public
                    communications.-
                Comply
                    with the rules and regulations of federal, state and local governments,
                    and other appropriate private and public regulatory agencies.-
                Act
                    in good faith, responsibly, with due care, competence and diligence,
                    without misrepresenting material facts or allowing one’s independent
                    judgment to be subordinated.-
                Respect
                    the confidentiality of information acquired in the course of
                    one’s work,
                    except when authorized or otherwise legally obligated to disclose.
                    Confidential information acquired in the course of one’s work will not be
                    used for personal advantage.-
                Share
                    job knowledge and maintain skills important and relevant to stakeholders
                    needs.-
                Proactively
                    promote and be an example of ethical behavior as a responsible
                    partner
                    among peers, in the work environment and in the community.-
                Achieve
                    responsible use of, and control over, all New Life Scientific
                    assets and
                    resources employed by, or entrusted to yourself, and your department.
  24
 
 -
                Receive
                    the full and active support and cooperation of New Life Scientific’s
                    Officers, Sr. Staff, and all employees in the adherence to this
                    Financial
                    Code of Ethics.-
                Promptly
                    report to the CEO or CFO any conduct believed to be in violation
                    of law or
                    business ethics or in violation of any provision of this Code
                    of Ethics,
                    including any transaction or relationship that reasonably could
                    be
                    expected to give rise to such a conflict. Further, to promptly
                    report to
                    the Chair of New Life Scientific’s Audit Committee such conduct if by the
                    CEO or CFO or if they fail to correct such conduct by others
                    in a
                    reasonable period of time.
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