SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-KSB (Mark One)  xAnnual 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, 2004 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)  4400 Route 9 South, Suite 1000 Freehold, New Jersey 07728 (732) 303-7341  (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 (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   1    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: $ -0-

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 12, 2005: $2,177,747.

State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: As of April 12, 2005, there were 2,798,125 shares of the Companys common stock issued and outstanding.

Documents Incorporated by Reference: None





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TABLE OF CONTENTS



FORM 10-KSB ANNUAL REPORT



NEVADA HOLDING GROUP, INC.






Index
        
        PAGEPART IItem 1.
        Description of Business.
        4Item 2.
        Description of Property.
        10Item 3.
        Legal Proceedings.
        10Item 4.
        Submission of Matters to a Vote
of Security Holders.
        10PART IIItem 5.
        Market for the Registrants Common Equity and Related Stockholder Matters.
        11Item 6.
        Managements Discussion and Analysis of Financial Condition and Results of Operations.
        12Item 7.
        Financial Statements
        F-1 - F-13Item 8.
        Changes in and Disagreements on Accounting and Financial Disclosure.
        18Item 8A.
        Controls and Procedures
        18PART 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
        23Item 14.
        Principal Accountant Fees and Services
        23SIGNATURES
        
        24




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PART I

ITEM 1. DESCRIPTION OF BUSINESS.

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

We were originally organized for the purpose of acquiring equity positions in start-up and existing companies. We also provided companies with consulting services with regard to raising capital, equity formation, development of management teams, implementing marketing programs when appropriate, and guidance in filing registration statements. We no longer conduct these business activities. We intend to seek to acquire assets or shares of an entity actively engaged in business that generates revenues, in exchange for issuance of our securities. Our current business plan is more fully described under Plan of Operation, below. As such, we can be defined as a shell company, whose sole purpose at this time is to locate and consummate a merger or acquisition with a private entity.

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

Management is of the opinion that our business objectives remain viable, despite our failure to merge with or acquire another business entity to date. Our management continues to review potential merger candidates and acquisition opportunities.

Relevant to the aforesaid discussion, in January 2003, we entered into a Share Exchange Agreement with Green Valley Gaming Enterprises, Inc. On December 30, 2003, we terminated this Agreement due to the fact that the financial statements of Green Valley Gaming Enterprises, Inc. were not being accepted in the filings with the Securities and Exchange Commission and the Share Exchange could not be completed in a timely manner.

Additionally, in 2002 we entered into a Letter of Intent to acquire the outstanding stock of Apollo Capital Corp. by issuing the shareholders of Apollo Capital Corp. 35,179,000 shares of our stock in exchange for 35,179,000 shares of Apollo Capital Corp. stock, representing approximately 83% of our stock. On September 2, 2002, we cancelled the proposed transaction pursuant to the terms of the relevant Letter of Intent.




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On April 3, 2002, we completed the acquisition of 100% of the issued and outstanding shares of Providence Cabinet Shoppe, Inc. Providence Cabinet Shoppe, Inc., is a commercial cabinet manufacturer located in Clarksville, Tennessee. Providence Cabinet Shoppe, Inc., established in 1949, manufactures and sells commercial and institutional cabinets, casework and countertops throughout the United States. Providence Cabinet Shoppe, Inc. The agreement provided for us to acquire 100% of the issued and outstanding shares for a total of $85,010 payable with a down payment of $15,000. $28,000 to be paid 30 days from closing and $40,000 to be paid at $10,000 per month, payable on the 1st and 15th for 4 months. In addition, $2,000 for insurance benefits package for 3 months and $10 for a wraparound warranty deed, to be paid as due. The down payment was made on April 3, 2002. In addition, we assumed the corporations liabilities.

Upon completing a detailed review of all the assets and liabilities of Providence Cabinet Shoppe, Inc. the results indicated that some of the items were carried at inflated figures. As a result, we determined that it would be necessary to liquidate the assets and liabilities acquired on April 3, 2002.



The primary factors in our decision to sell Providence Cabinet Shoppe, Inc. were our inability to obtain audited financial statements for the years ended September 30, 2000 and September 30, 2001 to comply with the Securities and Exchange reporting requirements. Additionally, after the complete review, we determined that the amount of goodwill was excessive and we were able to liquidate. On November 15, 2002, we completed the sale of the assets and liabilities of the Providence Cabinet Shoppe, Inc. We received a total of $25,010 from the buyers. In addition, the buyers will assume the assets and liabilities. We reported a net loss of $62,000 on the disposition of capital assets during the quarter ended September 30, 2002.

Our business plan is subject to numerous risk factors, including the following:

We have a limited operating history, no revenue and minimal assets and our independent accountants have expressed a going concern opinion. Our financial statements accompanying this Report have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. We have had a limited operating history and have not generated any revenues or earnings from operations. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business
combination with a profitable business opportunity. There is no assurance that we can identify such a business opportunity and consummate such a business combination.




5

Our proposed operations are speculative. The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, there can be no assurance that we will be successful in locating candidates meeting such criteria. In the event we complete a business combination, of which there can be no assurance, the success of our operations will be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

There is a scarcity of business opportunities and combinations and there is significant competition in this arena. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than we do and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with numerous other small public companies.

There is no agreement for any business combination or other transaction and no standards for a business combination have been established. We have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. There can be no assurance we will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. Management has not identified any particular industry or specific business within an industry for evaluation. There is no assurance we will be able to negotiate a business combination on terms favorable to us. We have not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which we will require a target business opportunity to have achieved, and without which we would not consider a business
combination in any form with such business opportunity. Accordingly, we may enter into a business combination with a business opportunity having no significant operating history, losses, limited or no potential for earnings, limited assets, negative net worth or other negative characteristics.

Our management will maintain control of our company until a merger or
acquisition is consummated and they devote only limited time to our business
activities. While seeking a business combination, management anticipates
devoting up to twenty hours per month to our business activities. None of our
officers has entered into a written employment agreement with us and none is
expected to do so in the foreseeable future. We have not obtained key man life
insurance on any of our officers or directors. Notwithstanding the combined
limited experience and time commitment of our management, loss of the services
of any of these individuals could adversely affect our development and our
likelihood of continuing operations.




6

Our management may have conflicts of interest. Our officers and directors may in the future participate in business ventures that could be deemed to compete directly with us. Additional conflicts of interest and non-arms length transactions may also arise in the future in the event our officers or directors are involved in the management of any firm with which we transact business. Management has adopted a policy that if we seek a merger with, or acquisition of, any entity in which any member of our management serve as officers, directors or partners, or in which they or their family members own or hold any ownership interest, such members of management shall abstain from voting in their respective capacity.

Reporting requirements may delay or preclude an acquisition. Sections 13 and 15(d) of the Securities Exchange Act of 1934 (the Exchange Act) require companies subject thereto to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare such statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by us. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

We have neither conducted, nor have others made available to us, results of market research indicating that market demand exists for the transactions contemplated by us. We do not have, and do not plan to establish, a marketing organization. Even in the event demand is identified for a merger or acquisition contemplated by us, there is no assurance we will be successful in completing any such business combination.

Our proposed activities may be limited to those engaged in by business opportunities which we merge with or acquire. Our proposed operations, even if successful, will in all likelihood result in our engaging in a business combination with only one business opportunity. Consequently, our inability to diversify our activities into a number of areas may subject us to economic fluctuations within a particular business or industry and therefore increase the risks associated with our future operations.

We may become subject to additional governmental regulations. Although we will be subject to regulation under the Securities Exchange Act of 1934, management believes we will not be subject to regulation under the Investment Company Act of 1940, insofar as we will not be engaged in the business of investing or trading in securities. In the event we engage in business combinations that result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act of 1940. In such event, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to our status under the Investment Company Act of 1940 and, consequently, any violation of such Act would subject us to material adverse consequences.




7

A business combination involving the issuance of our common shares will, in all likelihood, result in shareholders of a private company obtaining a controlling interest in our company. Any business combination may require our management to sell or transfer all, or a portion of, our common shares held by them, or resign as members of our Board of Directors. The resulting change in control could result in removal of one or more present officers and directors of our company and a corresponding reduction in or elimination of their participation in our future affairs.

There is a significant chance that consummation of a business combination will result in significant dilution to our existing shareholders. Our primary plan of operation is based upon a business combination with a private concern that, in all likelihood, would result in our issuing securities to shareholders of any such private company. The issuance of previously authorized and un-issued common shares would result in reduction in percentage of shares owned by our present and prospective shareholders and may result in a change in control or management.

There are disadvantages of a blank check offering. We may enter into a business combination with an entity that desires to establish a public trading market for its shares. A business opportunity may attempt to avoid what it deems to be adverse consequences of undertaking its own public offering by seeking a business combination with us. Such consequences may include, but are not limited to, time delays of the registration process, significant expenses to be incurred in such an offering, loss of voting control to public shareholders and the inability or unwillingness to comply with various federal and state laws enacted for the protection of investors.

Federal and state tax consequences will, in all likelihood, be major considerations in any business combination we may undertake. Currently, such transactions may be structured so as to result in tax-free treatment to both companies, pursuant to various federal and state tax provisions. We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target entity; however, there can be no assurance that such business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes that may have an adverse effect on both parties to the transaction.

The requirement of audited financial statements may disqualify a business opportunity. Our management believes that any potential business opportunity must provide audited financial statements for review, for the protection of all parties to the business combination. One or more attractive business opportunities may choose to forego the possibility of a business combination with us rather than incur the expenses associated with preparing audited financial statements.

On March 30,  2004,  our Board of  Directors  authorized  the  issuance  of
80,000,000  common  shares of common  stock to  Netter,  LLC,  a New Jersey
limited  liability  company.  These  shares were in exchange  for  services
rendered,  and to be rendered,  and for assuming and  arranging  payment of
our outstanding  liabilities of $80,000.  The outstanding  liabilities were
memorialized  in the form of a  promissory  note.  In  February  2005,  the
promissory  note  was  assigned  to  two  independent  third  parties.   In
connection  with this issuance,  we effected a change in control.  On March
30, 2004, our former  officers and directors  resigned in all capacities as
our officers and directors.  Immediately  prior to their  resignation,  our
Board of Directors  appointed  Henry Val as its sole  director and officer.
Mr. Val is the sole member of Netter, LLC.




8

On April 12, 2004, we entered into a business consulting agreement with AGI Partners, Inc, for business development and administration services for a twenty-four month period. In consideration for these services, we issued the consultant 3,000,000 shares of common stock and granted an option to purchase 3,000,000 shares of common stock at an exercise price of $.025 per share. These options are not subject to any reverse splits by us. We valued the common shares at the quoted trading price on the date of the agreement at $.04 per common share, or $120,000, which will be amortized over the service period. The fair value of the options grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions dividend yield of -0- percent; expected volatility of 192 percent; risk-free interest rate of 4.50 percent and an expected holding period of 5
years. In connection with these options, we recorded non-cash compensation expense of $117,326, to be amortized over the service period.

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.

In September 2004, we entered into a consulting agreement with a non-related entity. The principal of the entity received 7,143 shares of common stock as compensation for his services for the consulting agreement. We valued these common shares at the quoted trading price on the date of the resolution at $3.50 per common share, or $25,000, 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.

In September and October 2004, pursuant to the exemption from registration in Section 4(2) of the 1933 Securities Act, we sold an aggregate of 48,000 shares for an aggregate purchase price of $42,000, or $.875 per share. 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.

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




9

Employees

We have no full time employees. Our sole officer and director, Mr. Val, agreed to allocate a portion of his time to our activities, without compensation. Mr. Val anticipates that our business plan can be implemented by his devoting approximately 20 hours per month to our business affairs and, consequently, conflicts of interest may arise with respect to his limited time commitment.

Competition

We will remain an insignificant participant among the firms that engage in the acquisition of business opportunities. 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.

Government Regulations

We are not currently subject to direct federal, state, or local regulation and laws or regulations applicable to our business, other than regulations applicable to business generally.

ITEM 2. DESCRIPTION OF PROPERTY

We have no properties and at this time have no agreements to acquire any properties. We intend to attempt to acquire assets or a business in exchange for our securities, which assets or business is determined to be desirable for our objectives.

Facilities. Our principal place of business is located at 4400 Route 9 South, Suite 1000, Freehold, New Jersey 07728. This is an executive shared office space and we pay $200 per month. It is anticipated that this arrangement will be suitable for our needs for the foreseeable future.


Our telephone number is (732) 303-7341 and facsimile number is (732)462-9149.
        .We neither own nor lease any other properties, either real or personal.

ITEM 3. LEGAL PROCEEDINGS

There are no material legal proceedings that are pending or have been threatened against us of which management is aware.

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

None.




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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 12, 2005, the price of our common stock was $4.25. Our trading symbol is NWLF. Our securities are deemed to be a penny stock. The Securities and Exchange Commission had adopted Rule 15g-9 which establishes the definition of a penny stock, for purposes relevant to the Company, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a persons account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny
stock to be purchased. In order to approve a persons account for transactions in penny stocks, the broker or dealer must:

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

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




Bid PriceQuarter Ended
        High
        LowMarch 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






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(b) Holders. There are holders of our Common Stock, not including those persons who hold their shares in street name.

(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, 2005, unless we successfully consummate a merger or acquisition. There can be no assurances that a dividend will be issued even if a merger or acquisition is so consummated.

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

Since we did not generate any revenues during the fiscal year ended December 31, 2004, the following is our Plan of Operation, instead of our comparison of our results of operations.

Plan of Operation

We intend to seek to acquire assets or shares of an entity actively engaged in business which generates revenues, in exchange for its securities. We have no particular acquisitions in mind but as of the date of this Report, we have entered into various discussions regarding such a business combination, but there is no definitive agreement with any third party regarding the same.

We have no full time employees. Our President has agreed to allocate a portion of his time to our business activities, without compensation. He anticipates that our business plan can be implemented by his devoting minimal time per month to our business affairs and, consequently, conflicts of interest may arise with respect to the limited time commitment by such officer.

General Business Plan

Our purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms who or which desire to seek the perceived advantages of an Exchange Act registered, trading corporation. We will not restrict our search to any specific business, industry, or geographical location and we may participate in a business venture of virtually any kind or nature. This discussion of the proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities. Management anticipates that we may be able to participate in only one potential business venture because we have nominal assets and limited financial resources. This lack of diversification should be considered a substantial risk to our shareholders because it will not permit us to
offset potential losses from one venture against gains from another.

We may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.




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We anticipate that the selection of a business opportunity in which to participate will be complex and extremely risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, management believes that there are numerous firms seeking the perceived benefits of a publicly registered corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all shareholders and other factors. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities
extremely difficult and complex.

We have, and will continue to have, a limited amount of capital with which to provide the owners of business opportunities with any significant cash or other assets. However, management believes we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered, trading company without incurring the cost and time required to conduct an initial public offering. The owners of the business opportunities will, however, incur significant legal and accounting costs in connection with acquisition of a business opportunity, including the costs of preparing Form 8-Ks, 10-Ks or 10-KSBs, agreements and related reports and documents. The Securities Exchange Act of 1934 (the 34 Act) specifically requires that any merger or acquisition candidate comply with all applicable reporting requirements, which include
providing audited financial statements to be included within the numerous filings relevant to complying with the 34 Act. Nevertheless, our officers and directors have not conducted market research and are not aware of statistical data which would support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.

The analysis of new business opportunities will be undertaken by, or under the supervision of, our officers and directors, none of whom is a professional business analyst. Management intends to concentrate on identifying preliminary prospective business opportunities that may be brought to their attention through present associations of our officers and directors, or by our shareholders. In analyzing prospective business opportunities, management will consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact our proposed activities; the potential for growth or expansion; the potential for profit; the perceived public recognition of acceptance of products, services, or trades; name identification; and other relevant factors. Our officers and directors expect to meet personally with management and key personnel of the business opportunity as part of their investigation. To the extent possible, we intend to utilize written reports and personal investigation to evaluate the above factors. We will not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period of time after closing of the proposed transaction.




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Management, while not especially experienced in matters relating to our new business, shall rely upon their own efforts and, to a much lesser extent, the efforts of our shareholders, in accomplishing our business purposes. It is not anticipated that we will utilize any outside consultants or advisors to effectuate our business purposes described herein. However, if we do retain such an outside consultant or advisor, any cash fee earned by such party will need to be paid by the prospective merger/acquisition candidate, as we have no cash assets with which to pay such obligation. There have been no contracts or agreements with any outside consultants and none are anticipated in the future.

We will not restrict our search for any specific kind of firms, but may acquire a venture that is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life. It is impossible to predict at this time the status of any business in which we may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which we may offer.

Acquisition of Opportunities

In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. On the consummation of a transaction, it is probable that our present management and shareholders will no longer be in control of our company. In addition, our directors may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our shareholders.

It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after we have successfully consummated a merger or acquisition and we are no longer considered a shell company. Until such time as this occurs, we will not attempt to register any additional securities. The issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a depressive effect on the value of our
securities in the future, if such a market develops, of which there is no assurance.

While the actual terms of a transaction to which we may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition in a so-called tax-free reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code (the Code). In order to obtain tax-free treatment under the Code, it may be necessary for the owners of the acquired business to own 80% or more of the voting stock of the surviving entity. In such event, our shareholders would retain less than 20% of the issued and outstanding shares of the surviving entity, which would result in significant dilution in the equity of such shareholders.




14

As part of our investigation, our officers and directors will meet personally with management and key personnel, may visit and inspect material facilities, obtain independent analysis of verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures, to the extent of our limited financial resources and management expertise. The manner in which we participate in an opportunity will depend on the nature of the opportunity, our respective needs and desires, as well as those of the other parties, the management of the opportunity and our relative negotiation strength.

With respect to any merger or acquisition, negotiations with target company management is expected to focus on the percentage of stock which the target company shareholders would acquire in exchange for all of their shareholdings in the target company. Depending upon, among other things, the target companys assets and liabilities, our shareholders will in all likelihood hold a substantially lesser percentage ownership interest following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event we acquire a target company with substantial assets. Any merger or acquisition effected by us can be expected to have a significant dilutive effect on the percentage of shares held by our then shareholders.

We will participate in a business opportunity only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with our attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.

As stated hereinabove, we will not acquire or merge with any entity that cannot provide independent audited financial statements within a reasonable period of time after closing of the proposed transaction. We are subject to all of the reporting requirements included in the 1934 Exchange Act. Included in these requirements is the affirmative duty to file independent audited financial statements as part of our Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as our audited financial statements included in its annual report on Form 10-KSB. If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance with the requirements of the 34 Act, or if the audited financial statements provided do not conform to the representations made by the candidate to be acquired in the closing
documents, the closing documents will provide that the proposed transaction will be voidable, at the discretion of our present management. If such transaction is voided, the agreement will also contain a provision providing for the acquisition entity to reimburse us for all costs associated with the proposed transaction.




15

Liquidity and Capital Resources

At December 31, 2004, we had cash of $2,716. Because we are not currently required to pay salaries to our officer/directors, management believes that we have the ability to continue operations through the foreseeable future. In the event additional funds are required to allow us to continue our operations, it is anticipated that these funds will be loaned to us by management, as it is doubtful that we will be able to obtain loans from any established financial institution. It is further anticipated that we will continue to incur expenses without corresponding revenues during the foreseeable future.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

> The preparation of financial statements in conformity with 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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

Details regarding our use of these policies and the related estimates are described in the accompanying consolidated financial statements as of December 31, 2004 and 2003 and for the years ended December 31, 2004 and 2003. During the year ended December 31, 2004, 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, 2004.




16

ITEM 7. FINANCIAL STATEMENTS











NEW LIFE SCIENTIFIC, INC.

(FORMERLY NEVADA HOLDING GROUP, INC.)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2004








Pages




Report of Independent Registered Public Accounting Firm
        F-2


Balance Sheet
        F-3


Statements of Operations
        F-4


Statements of Changes in Shareholders Deficit
        F-5


Statements of Cash Flows
        F-6


NOTES TO FINANCIAL STATEMENTS
        F-7 to F-19
























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.

New York, New York



I have audited the accompanying balance sheet of New Life Scientific, Inc.  (formerly Nevada Holding Group, Inc.) as of December 31, 2004 and the related statements of operations, stockholders' equity, and cash flows for the years ended December 31, 2004 and 2003. 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 audit.



I conducted my audit 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 audit provides 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.  (formerly Nevada Holding Group, Inc.) as of December 31, 2004, and the results of its operations and cash flows for the years ended December 31, 2004 and 2003, 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 10 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.



/s/ Larry ODonnell, CPA PC

Aurora, Colorado

April 11, 2005










F-2



NEW LIFE SCIENTIFIC, INC.(FORMERLY NEVADA HOLDING GROUP, INC.)BALANCE SHEETDecember 31, 2004ASSETSCURRENT ASSETS:Cash
        
        $               2,716Marketable Securities, at market
        
        2,100Total Current Assets
        
        4,816Total Assets
        
        $               4,816LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIES:Accounts Payable and Accrued Expenses
        
        $           109,128Due to Related party
        
        12,000Total Current Liabilities
        
        121,128STOCKHOLDERS DEFICIT:Preferred Stock ($.0001 Par Value; 10,000,000 Shares Authorized;No Shares Issued and Outstanding)
        
        -Common Stock ($.001 Par Value; 1,000,000,000 Shares Authorized;2,798,125 Shares Issued and Outstanding)
        
        2,798Additional Paid-in Capital
        
        763,580Accumulated Deficit
        
        (636,329)Deferred Compensation
        
        (157,961)Unrealized Loss on Marketable Securities
        
        (8,400)Note Receivable Related  to Issuance of Common Stock
        
        (80,000)Total Stockholders Deficit
        
        (116,312)Total Liabilities and Stockholders Deficit
        
        $               4,816





See accompanying notes to financial statements.F-3





NEW LIFE SCIENTIFIC, INC.(FORMERLY NEVADA HOLDING GROUP, INC.)STATEMENTS OF OPERATIONSFor the Years EndedDecember 31,2004
        
        2003REVENUES
        
        $                      -
        
        $                      -OPERATING EXPENSES:Compensation expense
        
        29,000
        
        14,000Professional and legal fees
        
        27,783
        
        5,500Stock-based compensation
        
        116,865
        
        -General and administrative
        
        51,008
        
        50,948Total Operating Expenses
        
        224,656
        
        70,448LOSS FROM OPERATIONS
        
        (224,656)
        
        (70,448)OTHER INCOME (EXPENSES):(Loss) gain from sale of marketable securities
        
        (52,121)
        
        1,739Interest expense, net
        
        -
        
        (562)TOTAL OTHER INCOME (EXPENSES)
        
        (52,121)
        
        1,177NET LOSS
        
        (276,777)
        
        (69,271)OTHER COMPREHENSIVE LOSS:Unrealized loss on marketable securities
        
        (8,400)
        
        -COMPREHENSIVE LOSS
        
        $           (285,177)
        
        $            (69,271)BASIC AND DILUTED:Net Loss Per Common Share - Basic and Diluted
        
        $                (0.13)
        
        $                (0.25)Weighted Common Shares Outstanding - Basic and Diluted
        
        2,074,661
        
        276,271






See accompanying notes to financial statements.F-4





NEW LIFE SCIENTIFIC, INC.
(FORMERLY NEVADA HOLDING GROUP, INC.)
STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT
For the Years ended December 31, 2004 and 2003Additional
        
        
        
        
        
        Unrealized Loss
        
        
        
        TotalCommon Stock $.001 Par
        
        Paid-in
        
        Accumulated
        
        Deferred
        
        on Marketable
        
        Note
        
        StockholdersShares
        
        Amount
        
        Capital
        
        Deficit
        
        Compensation
        
        Securities
        
        Receivable
        
        DeficitBalance at December 31, 2002
        
        250,126
        -
        $  250
        
        $     264,302
        
        $   (290,281)
        
        $                         -
        
        $                             -
        
        $                             -
        
        $   (25,729)Sale of common stock
        
        28,571
        
        28
        
        29,972
        
        -
        
        -
        
        -
        
        -
        
        30,000Net Loss for the year  December 31, 2003
        
        -
        
        -
        
        -
        
        (69,271)
        
        -
        
        -
        
        -
        
        (69,271)Balance at December 31, 2003
        
        278,697
        
        278
        
        294,274
        
        (359,552)
        
        -
        
        -
        
        -
        
        (65,000)Common stock issued for debt
        
        2,285,714
        
        2,286
        
        77,714
        
        -
        
        -
        
        -
        
        (80,000)
        
        -Sale of common stock
        
        48,000
        
        48
        
        41,952
        
        -
        
        -
        
        -
        
        -
        
        42,000Common Stock issued for services
        
        100,000
        
        100
        
        157,400
        
        -
        
        (132,500)
        
        -
        
        -
        
        25,000Grant of stock options
        
        -
        
        -
        
        117,326
        
        -
        
        (117,326)
        
        -
        
        -
        
        -Exercise of stock options
        
        85,714
        
        86
        
        74,914
        
        -
        
        -
        
        -
        
        -
        
        75,000Amortization of deferred compensation
        
        -
        
        -
        
        -
        
        -
        
        91,865
        
        -
        
        -
        
        91,865Comprehensive loss:Net Loss for the year  December 31, 2004
        
        -
        
        -
        
        -
        
        (276,777)
        
        -
        
        -
        
        -
        
        (276,777)Unrealized loss on marketable securities
        
        -
        
        -
        
        -
        
        -
        
        -
        
        (8,400)
        
        -
        
        (8,400)Balance at December 31, 2004
        
        2,798,125
        
        $  2,798
        
        $   763,580
        
        $    (636,329)
        
        $   (157,961)
        
        $ (8,400)
        
        $      (80,000)
        
        $  (116,312)





See accompanying note to financials statementsF-5





NEW LIFE SCIENTIFIC, INC.(FORMERLY NEVADA HOLDING GROUP, INC.)STATEMENTS OF CASH FLOWSFor the YearsEnded December 31,2004
        
        2003CASH FLOWS FROM OPERATING ACTIVITIES:Net Loss
        
        $          (276,777)
        
        $            (69,271)Adjustments to Reconcile Net Loss to Net Cash Used in Operations:Loss (Gain) from Sale of Marketable Securities
        
        52,121
        
        (1,739)Stock-based Compensation
        
        116,865
        
        -Change in operating assets and liabilitiesAccounts Payable and Accrued Expenses
        
        44,128
        
        40,581Net Cash Flows Used in Operating Activities
        
        (63,663)
        
        (30,429)CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of Marketable Securities
        
        (2,100)
        
        -Proceeds from Sale of Marketable Securities
        
        14,479
        
        15,339Net Cash Flows Provided by Investing Activities
        
        12,379
        
        15,339CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from Sale of Common Stock
        
        42,000
        
        30,000Proceeds from Advances from Related Party
        
        12,000
        
        -(Payment on) Proceeds from Notes Payable
        
        -
        
        (15,000)Net Cash Flows Provided by Financing Activities
        
        54,000
        
        15,000Net Increase (Decrease) in Cash
        
        2,716
        
        (90)Cash - Beginning of Year
        
        -
        
        90Cash - End of Year
        
        $               2,716
        
        $                      -SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:



Cash paid during the year for:Interest
        
        $                      -
        
        $                  562Income Taxes
        
        $                      -
        
        $                      -NON-CASH INVESTING AND FINANCING ACTIVITIES:Common stock issued for Note Receivable
        
        $              80,000
        
        $                      -Marketable securities in exchange for issuance of common stock
        
        $              75,000
        
        $                      -Common stock issued and stock options granted for deferred compensation
        
        $            249,826
        
        $                      -See accompanying notes to financial statementsF-6


NEW LIFE SCIENTIFIC, INC.

(FORMERLY NEVADA HOLDING GROUP, INC.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2004



NOTE 1 -ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Organization



Nevada Holding Group, 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. We no longer conduct these business activities. We intend to seek to acquire assets or shares of an entity actively engaged in business which generates revenues, in exchange for issuance of our securities.



Use of estimates



The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.  Significant estimates in 2004 and 2003 include the allowance for doubtful accounts and the useful life of property, plant and equipment.



Fair value of financial instruments



The carrying amounts reported in the balance sheet for cash and accounts payable and accrued expenses approximate their fair market value based on the short-term maturity of these instruments.



Cash and cash equivalents



For purposes of the statement of cash flows, the Company considers all cash and other demand deposits to be cash and cash equivalents.  As of December 31, 2004, the Company had no cash equivalents.



Marketable securities



Marketable equity securities consist of investments in equity of publicly traded and non-public U.S. companies and are stated at market value based on the most recently traded price of these securities at September 30, 2004.  All marketable securities are classified as available for sale at September 30, 2004.  Unrealized gains and losses, determined by the difference between historical purchase price and the market value at each balance sheet date, are recorded as a component of Accumulated Other Comprehensive Income in Shareholders Equity.  Realized gains and losses are determined by the difference between historical purchase price and gross proceeds received when the marketable securities are sold.












F-7



NEW LIFE SCIENTIFIC, INC.

(FORMERLY NEVADA HOLDING GROUP, INC.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2004





NOTE 1 -ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Stock-based compensation



The Company accounts for stock options issued to employees in accordance with the provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations.  As such, compensation cost is measured on the date of grant as the excess of the current market price of the underlying stock over the exercise price.  Such compensation amounts are amortized over the respective vesting periods of the option grant.  The Company adopted the disclosure provisions of SFAS No. 123, Accounting for Stock-Based Compensation and SFAS 148, Accounting for Stock-Based Compensation Transition and Disclosure, which permits entities to provide pro forma net income (loss) and pro forma earnings (loss) per share disclosures for employee stock option grants as if the fair-valued based method defined in SFAS No. 123 had been
applied.  The Company accounts for stock options and stock issued to non-employees for goods or services in accordance with the fair value method of SFAS 123.



Loss per common share



Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.  Diluted income per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period.   As of December 31, 2004 and 2003, the Company did not have any common stock equivalents or potentially dilutive securities outstanding.



Advertising



Advertising costs are expensed when incurred.  For the years ended December 31, 2004 and 2003, the Company did not incur any advertising expense.



Concentrations of credit risk



Financial instruments which potentially subject the Company to concentrations of credit risk consist





principally of cash and marketable securities.  The Company places its cash and marketable securities with high credit quality financial institutions.



Income taxes



Income taxes are accounted for under the asset and liability method of Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes ("SFAS 109").  Under SFAS 109 deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under SFAS 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.









F-8



NEW LIFE SCIENTIFIC, INC.

(FORMERLY NEVADA HOLDING GROUP, INC.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2004



NOTE 1 -ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Recent accounting pronouncements



In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment, an Amendment of FASB Statement No. 123" ("FAS No. 123R").  FAS No. 123R requires companies to recognize in the statement of operations the grant- date fair value of stock options and other equity-based compensation issued to employees.  FAS No. 123R is effective beginning in the Company's second quarter of fiscal 2006.  The Company is in process of evaluating the impact of this pronouncement on its financial position.



In December 2004, the FASB issued SFAS Statement No. 153, "Exchanges of Nonmonetary Assets."  The Statement is an amendment of APB Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance.  The Company believes that the adoption of this standard will have no material impact on its financial statements.



In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus on Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments." The EITF reached a consensus about the criteria that should be used to determine when an investment is considered impaired, whether that impairment is other-than-temporary, and the measurement of an impairment loss and how that criteria should be applied to investments accounted for under SFAS No. 115,




"ACCOUNTING IN CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES."  EITF 03-01 also included accounting considerations subsequent to the recognition of an other-than-temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. Additionally, EITF 03-01 includes new disclosure requirements for investments that are deemed to be temporarily impaired. In September 2004, the Financial Accounting Standards Board (FASB) delayed the accounting provisions of EITF 03-01; however the disclosure requirements remain effective for annual reports ending after June 15, 2004. The Company believes that the adoption of this standard will have no material impact on its financial statements.



Reclassifications



Certain prior periods' balances have been reclassified to conform to the current periods financial statement presentation.  These reclassifications had no impact on previously reported results of operations or stockholders' equity.



NOTE 2 - RELATED PARTY TRANSACTIONS



Due to related party



A certain officer/shareholder of the Company or an affiliated entity from time to time advanced funds to the Company for operations.  These amounts are non-interest bearing, non-collateralized, and are payable on demand.  At September 30, 2004, amounts owed to this related party amounted to $17,000.











F-9



NEW LIFE SCIENTIFIC, INC.

(FORMERLY NEVADA HOLDING GROUP, INC.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2004



NOTE 3 -INCOME TAXES



At December 31, 2004, the Company had net operating loss carry forwards of approximately $921,000 for federal and state income tax purposes available to offset future taxable income expiring on various dates through 2024.  Usage of the net operating losses may be limited under Internal Revenue code section 382 due to the Companys change in ownership, which occurred in fiscal 2004.  The Company's tax expense differs from the "expected" tax expense for the years ended December 31, 2004 and 2003 as follows:


2004
        2003Computed "expected" tax benefit
        $              (94,104)
        $          (13,300)State income taxes benefit
        (13,839)
        (3,464)




Non-deductible stock based compensation
Permanent differences
        45,578
468
        -
-Change in valuation allowance
        61,897
        16,764$                           -
        $                          -

The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2004 are as follows:


Deferred tax assets:Net operating loss carry forward
        $               178,897
        $                117,000Total gross deferred tax assets
        178,897
        117,000Less valuation allowance
        (178,897)
        (117,000)Net deferred tax assets
        $                             -
        $                        -

The valuation allowance at December 31, 2004 was $178,897. The increase during 2004 was $61,897.



In assessing the realizability of the deferred tax assets, management considers whether it is more likely than not that some portions or all of the deferred tax assets will not be realized.  The ultimate realization of deferred tax assets is dependent  upon the  generation of future taxable income or changes in ownership or  business  during  the  periods  in which the  temporary  differences  become deductible.  Due to the Company's continuing losses and recent change in ownership, it is more likely than not that the deferred tax assets will not be realized.















F-10



NEW LIFE SCIENTIFIC, INC.

(FORMERLY NEVADA HOLDING GROUP, INC.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2004





NOTE 4 STOCKHOLDERS DEFICIT









Preferred Stock



The Company is authorized to issue 10,000,000 shares of Preferred Stock, par value $.0001, with such designations, rights and preferences as may be determined from time to time by the Board of Directors.



Reverse Stock Split



On March 1, 2005, the Companys sole officer and 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 ctock split.



Common Stock



During January and February 2003, the Company issued 28,571 common shares to a total of eleven accredited investors pursuant to Regulation D, Rule 506 of the Securities Act of 1933, as amended.  These shares are restricted under Rule 144 of the Act. The Company received proceeds of $30,000 from the placement of these securities.



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  arranging  and  assuming
payment 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.
On March 30, 2004,  the Company's  former  officers and directors  resigned
in all  capacities  as  officers  of  the  Corporation  and  the  Board  of
Directors  appointed  Henry Val,  the sole manager and member of Netter LLC
as the Company's sole directors and officer.



On April 12, 2004, the Company entered into a business consulting agreement with AGI Partners, Inc, for business development and administration services for a twenty four month period.  In consideration for these services, the Company issued the consultant 85,714 shares of common stock and granted an option to purchase 85,714 shares of common stock at an exercise price of $.875 per share.  These options are not subject to any reverse splits by the Company.  The Company valued the common shares at the quoted trading price on the date of the agreement at $1.40 per common share or $120,000.  For the year ended December 31, 2004, in connection with these shares, the Company recorded stock-based compensation expense of $42,500 and deferred compensation of $77,500 to be amortized over the remaining service period.  The fair value of the options grant was estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions dividend yield of -0- percent; expected volatility of 192 percent; risk-free interest rate of 4.50 percent and an expected holding periods of 5 years.  In connection with the grant of these options, the Company valued the options at $117,326 and recorded stock-based compensation expense of $41,553 and deferred compensation of $75,773 to be amortized over the remaining service period.  In September 2004, the Company agreed to amend this option by agreeing to accept 5,000,000 "free trading" common shares of Exus Global, Inc. (EXUS), the parent company of AGI, in lieu of the cash exercise price. In October 2004, the consultant exercised its options.  Accordingly, the Company issued 85,714 of its common shares at $.875 per share for 5,000,000 common shares of EXUS with a per share value if $.015 on the exercise date.













F-11



NEW LIFE SCIENTIFIC, INC.

(FORMERLY NEVADA HOLDING GROUP, INC.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2004





NOTE 4 STOCKHOLDERS DEFICIT (continued)



Common Stock (continued)



On May 15, 2004, the Company entered into a consulting agreement for business development services.  The consultant received 7,143 shares of common stock as compensation for his services as an advisor.  The Company valued the 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.  In connection with this option, the Company recorded stock-based compensation expense of $7,812 and deferred compensation of $4,688 to be amortized over the remaining service period.



In September 2004, the Company issued 7,143 shares of common stock for services, which shares were issued in favor of Reich Brothers pursuant to a consulting agreement between the Company and Reich Bros. The Company valued the common shares at the quoted trading price on the date of the resolution at $3.50 per common share or $25,000 which was charged to stock-based compensation.



In September 2004, the Company sold an aggregate of 13,714 shares of common stock to persons/entities at a price of $.875 per share for net proceeds of $12,000.



In October 2004, the Company sold an aggregate of 34,286 shares of common stock to persons/entities at a price of $.875 per share for net proceeds of $30.000.



A summary of the status of the Company's outstanding stock options as of December 31, 2004 and changes during the year ended December 31, 2004 is as follows:




Shares
        
        Weighted
Average
Exercise
PriceOutstanding at January 1, 2004
        -
        $
        -Granted
        85,714
        
        0.875Exercised
        (85,714)
        
        (0.875)Outstanding at September 30, 2004
        -
        $
        -Options exercisable at end of period
        -
        $
        -Weighted-average fair value of optionsAnd warrants granted during the period
        
        $
        0.875















F-12



NEW LIFE SCIENTIFIC, INC.

(FORMERLY NEVADA HOLDING GROUP, INC.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2004





NOTE 5 GOING CONCERN CONSIDERATIONS



As reflected in the accompanying financial statements, the Company had an accumulated deficit of $636,329 and a working capital deficit of $116,312 at December 31, 2004, and cash used in operations in for the year ended December 31, 2004 of $63,663. In addition, the Company had no revenues. Through December 31, 2004, the Company received $42,000 in funding from the sale of common stock.



Management expects operations to generate negative cash flow at least through December 2005 and the Company does not have existing capital resources or credit lines available that are sufficient to fund operations and capital requirements as presently planned over the next twelve months. Management is pursuing potential acquisition/merger situations which may change the nature of the business substantially. The ability of the Company to continue as a going concern is dependent on the Companys ability to further implement its business plan, generate revenues or obtain funding through the sale of equity or debt. While the Company believes in the viability of its strategy to raise additional funds, there can be no assurances to that effect. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that the
actions presently being taken to further implement its business plan and pursue an acquisition candidate provide the opportunity for the Company to continue as a going concern.



NOTE 6 SUBSEQUENT EVENTS



In March 2005, the Company issued two promissory notes in the amount of $120,000 ($60,000 each). The notes bear interest at 8% per annum, are unsecured and are due on March 11, 2007. Under the terms of the notes, interest is payable semi-annually commencing six months after the dates of the notes. Payment of the outstanding principal balances of the notes shall commence on August 1, 2005 in 20 consecutive monthly payments until paid in full. At he note holders option, each note payable is convertible into common stock at a conversion price of $.015 per share or an aggregate of 8,000,000 shares of common stock. The beneficial conversion feature present in the issuance of the promissory notes as determined on the date of issuance of the Companys common stock totaled $120,000.
























F-13

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

In March 2004, we filed a report on Form 8-K, advising that our prior independent auditors, Beadle, McBride, Evans & Reeves LLP (Beadle), had been discharged and replaced with Larry ODonnell, CPA, PC, who audited our financial statements for our fiscal year ended December 31, 2003. There were no disagreements with Beadle on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Beadle, would have caused them to make reference in connection with its reports to the subject matter of the disagreements.

During the most recent fiscal year, there have been no disagreements with Larry ODonell, CPA, PC, our independent auditor for the year ended December 31, 2004, 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 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.






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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:


Name
        Age
        PositionHenry Val
        45
        Chief Executive Officer/President and DirectorAll Directors of our Company 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 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 the sole manager of Delta Capital LLC a privately held limited liability company engaged in business consulting. Mr. Val devotes only such time as necessary to our business.

ITEM 9B. 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. Mr. Henry Val, our current officer and director, filed his initial Form 3 late. 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.




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ITEM 10. EXECUTIVE COMPENSATION.

Remuneration

The following table reflects all forms of compensation for services to us for the fiscal years ended December 31, 2004 and 2003 of our Chief Executive Officer.

SUMMARY COMPENSATION TABLE




ANNUAL COMPENSATION
        LONG TERM COMPENSATIONNAME AND PRINCIPAL POSITION
        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
        2004
        $   29,000(2)
        0
        0
        0
        0
        $ 0Melanie S. Meinders(1)
Former Chief Executive Officer
President,Treasurer &Director
        2003
        $              0
        0
        0
        0
        0
        $ 02002
        $              0
        0
        0
        0
        0
        $ 0

(1)          Ms. Meinders  resigned  her  positions  with us and Mr. Val  assumed  his positions with us in March 2004.



(2)        In 2004, $29,000 was paid to Delta Capital, LLC, as a consulting fee. Mr. Val is the principal of Delta Capital, LLC.

It is not anticipated that any executive officer will receive compensation exceeding $100,000 during the fiscal year ending December 31, 2005, 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 not reimburse any director for such expenses during fiscal years 2004 or 2003.

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. However, we believe that such reimbursements did not exceed, in the aggregate, $1,000 during the fiscal year ended December 31, 2004.

During  2003,   our  then  officers  and  directors   were  retained  under
employment agreements. The then Board of Directors approved all employment and compensation pursuant to Article
5.05 of our By-Laws. They resigned their respective positions with us in March
2004 and released us from any outstanding obligations arising under these
agreements.


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During the year ended December 31, 2004, we accrued salaries for our officers and directors. Our Chief Executive Officer and President accrued a total of      .

Our current officer does not receive any additional compensation for his services as a director. However, our director is 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.

(a) and (b) 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 ClassCommon
        Netter, LLC (1)
9 Netter Court
Marlboro, New Jersey 07746
        80,000,000
        86.2%Common
        All Officers and Directors as a Group (1 person)
        80,000,000
        86.2%(1) Mr. Henry Val, our Chief Executive Officer/President and our sole
director, is the manager, and his immediate family members  are the
members of Netter, LLC.




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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Henry Val, our sole officer 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.




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PART IV

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


(a)
        Exhibits3.1
        Certificate and Articles of Incorporation and Amendments thereto. (1)3.2
        Bylaws. (1)10.1
        Consulting Agreement with AGI Partners, Inc.10.2
        Consulting Agreement with Michael Val10.3
        Consulting Agreement with Reich Bros.14.1
        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.



(1)        Previously filed with the Securities and Exchange Commission (SEC File No. 000-32321) on February 7, 2001/


(b)
        Reports on Form 8-KWe did not file any reports on Form 8-K during the last calendar quarter of the fiscal year ended December 31, 2004.

ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES AND AUDIT
For our fiscal years ended  December  31, 2003 and  December  31, 2004,  we
were billed  approximately  $0 and $2,540,  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, 2003 and  December
31, 2004.
TAX FEES
For our fiscal years ended  December  31, 2003 and  December  31, 2004,  we
were  billed  approximately  $0  and  $0,  respectively,  for  professional
services rendered for tax compliance, tax advice and tax planning.
ALL OTHER FEES
We did not  incur any other  fees  related  to  services  rendered  by our
principal  accountants  for the fiscal  years ended  December  31, 2003 and
December 31, 2004.

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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, President and Director

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities indicated on
April 14, 2005.


By:
 /s/ Henry Val


Henry Val, Chief Executive Officer, President and Director




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