U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
      ACT OF 1934

      For the fiscal year ended December 31, 2006
                                -----------------

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

 [ ] For the transition period from _________________ to __________________

                        Commission file number: 000-28219

                                  LIFESPAN INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

Nevada                                                      91-1766849
------                                                      ----------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation of organization)                               Identification No.)

                               6204 Sugartree Ave,
                              Las Vegas, Nv. 89141
                         -------------------------------
                    (Address of principal executive offices)

                                 (866) 883-9971
                           --------------------------
                           (Issuer's telephone number)

                                 NationsRx, Inc
                                27 Oakmont Drive
                             Rancho Mirage, Ca 92270
         --------------------------------------------------------------
             (Former Name and Address if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the 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  during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.
Yes  X     No
   -----     ------

<page>

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 [X]

State issuer's revenues for its most recent fiscal year: $3000.00

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates  computed by  reference to the average bid and asked price of
such common equity, as of a specified date within the past 60 days.  $13,549,413
as of April 12th, 2007

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.  81,622,975 Common Shares as of April
12th, 2007

<page>


                                TABLE OF CONTENTS

                                                                           Page
                                     PART I

ITEM 1: DESCRIPTION OF BUSINESS                                              3
ITEM 2: DESCRIPTION OF PROPERTY                                             10
ITEM 3: LEGAL PROCEEDINGS                                                   10
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 10

                                     PART II

ITEM 5: MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES                              11
ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION           12
ITEM 7: FINANCIAL STATEMENTS                                                15
ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURES                                                   16
ITEM 8A: CONTROLS AND PROCEDURES                                            16

                                    PART III

ITEM 9: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                  17
ITEM 10: EXECUTIVE COMPENSATION                                             20
ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS                                  20
ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                     22
ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K                                   22
ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES                             23


<page>
                                     PART I

ITEM 1.    DESCRIPTION OF BUSINESS

Business Development

Lifespan Inc.  ("Company" or the  "Registrant")  was incorporated on January 27,
1997 in the State of Nevada as Eclipse  Entertainment  Group,  Inc.  The Company
changed its name from  NationsRx  Inc. to Lifespan Inc. on March 30th,  2006 and
altered its healthcare focus to begin operating as a more generalized healthcare
services  organization  that  seeks  to  provide  a broad  array  of  innovative
healthcare  related  products  and  services.   The  Company  currently  has  no
employees,  other than its officers and  directors.  The officers and  directors
handle the business activities of the Company.

Business of the Company


The Registrant entered into an Agreement on April 6, 2003 with NationsRx,  Inc.,
a  California  private  Company  (herein  "NationsRx  California"),  to market a
pharmacy benefit  management  program.  However,  due to limited funding and the
creation of a government program the Company was forced to dramatically  curtail
its marketing  efforts and cancel its planned marketing  program.  The Agreement
was later  terminated and the Company  continued to evaluate various health care
programs, products and systems.

During the past year the Company has been in continuous discussions with several
affiliated  individuals and groups regarding developing a model based upon their
particular  medical programs and theories based upon certain theories of healthy
and natural eating,  avoidance of  environmental  contaminants and certain blood
testing programs. Unfortunately, after much scrutiny and evaluation the majority
of the  programs  were found not to be  conducive  individually  to a full-scale
launch  by the  Company.  However,  the  expertise  developed  by the  Company's
Directors  and  Officers in this  process has enabled the Company to embark upon
various co-development programs with several interested parties and to formulate
a consensus of where the Company wants to be in this field.

The Company is focused upon introducing an environmentally  friendly health care
program that will strive to deliver enhanced longevity through looking,  feeling
and living better.  The Company is also working to design,  develop,  license or
distribute  premium-quality,  environmentally  friendly,  natural and  effective
health and wellness  personal care products and services  which will be marketed
under the Lifespan brand through various distribution channels

<page>

The Company  hopes to develop,  license and market  branded  consumer  products,
technologies and services that are well suited to either  individual home use or
facility  treatment based approaches that are healthy,  natural,  and in balance
with our environment. We hope to market and sell our products,  technologies and
services  by  educating   consumers   about  the  benefits  and   distinguishing
characteristics  of our unique  and  proprietary  products  and  systems  and by
providing  personalized  customer service,  care and advice through a network of
affiliated Lifespan marketing locations and through the web.

The  Registrant  utilizes  the  services  of  its  Officers  and  Directors  and
experienced  industry  consultants  to  conduct  business.  During  the year the
Company  has  been  attempting  to  develop  and /or  acquire  new  and  related
businesses.  Recently, the Company decided to utilize the expertise of its Board
and begin examining alternatives available to the Company in the environmentally
friendly energy and shelter  fields.  The Board feels that their expertise gives
them  a  valuable   perspective  upon  unique  and   environmentally   conscious
technologies designed to help make our environment healthier.  Accordingly,  the
Company is  currently  formulating  a  strategy,  which will allow a  compatible
expansion  of  operations  into this area.  Additionally,  the  Company has been
attempting  to  negotiate   financing   with  which  to  continue  its  business
operations. The Company will not be able to pursue any further business ventures
if it is not able to secure additional financing.

Over the last two  years,  management  has taken the  steps  described  above to
create  a  successful   business  model  for  the  Registrant.   Management  has
implemented  the  plans  and  actions   associated  with  the  negotiations  and
discussions described above.

Management  of the  Registrant  responded to the lack of sales  revenue with the
termination of all previous business activities,  restructuring debt and limited
marketing  efforts related to the various  previous health care business models.
Management  believes  that cash  flow from  operations  related  to the  current
business  model,  will not be sufficient to allow the  Registrant to continue in
business  in 2007 and  beyond if the  Company  is  unable  to secure  additional
financing.

Research and Development

The Company  incurred  research and development  expenditures  of  approximately
$160,000 in the fiscal years ended December 31, 2006,  2005, 2004, 2003 and 2002
combined.

Government Regulation

Currently,  the  Company is not aware of any  existing  or pending  governmental
regulation that will have a material impact on the operations of the Company.

<page>

Additional Information

The Company  files  annual  reports on Form  10-KSB,  quarterly  reports on Form
10-QSB,  current  reports on Form 8-K and proxy and  information  statements and
amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of
the  Securities  Exchange Act of 1934, as amended.  The public may read and copy
these  materials at the SEC's Public  Reference  Room at 450 Fifth  Street,  NW,
Washington,  D.C. 20549.  The public may obtain  information on the operation of
the public  reference  room by calling the SEC at  1-800-SEC-0330.  The SEC also
maintains  a  website  (http://www.sec.gov)  that  contains  reports,  proxy and
information  statements  and other  information  regarding the Company and other
companies that file materials with the SEC electronically.  Our headquarters are
located at 6204  Sugartree Ave, Las Vegas,  NV 89141.  Our phone number is (866)
883-9971.

Business Risks

Only Limited Prior Operations

The Company has only limited operations.  The Company's principal  activities to
date have been limited to production of one film and its  operations  throughout
the last three years as a prescription  benefit card and generalized health care
services organization. The Company has a limited record of any revenue-producing
operations  in any of its  activities.  At this time,  there is no basis for the
assumption  that the Company  will be able to achieve  its  business  plans.  In
addition,  the Company has only  limited  assets.  As a result,  there can be no
assurance that the Company will generate significant revenues in the future; and
there can be no assurance  that the Company will operate at a profitable  level.
If  the  Company  continues  to be  unable  to  obtain  customers  and  generate
sufficient  revenues so that it can profitably  operate,  the Company's business
will not succeed.

Need for Additional Financing May Effect Operations

Current  funds  available  to the  Company  will  not be  adequate  for it to be
competitive in the areas in which it intends to operate.  Therefore, the Company
will need to raise  additional  funds in order to fully  implement  its business
plan. The Company will attempt to raise  approximately  $1,500,000 in additional
funds over the next 12 months through private placements.  However, there can be
no assurance  that the Company  will be  successful  in raising such  additional
funds. Regardless of whether the Company's cash assets prove to be inadequate to
meet the  Company's  operational  needs,  the Company  might seek to  compensate
providers of services by issuance of stock in lieu of cash.

The Company's  continued  operations  therefore  will depend upon its ability to
raise additional funds through bank borrowings,  equity or debt financing. There
is no assurance that the Company will be able to obtain additional  funding when
needed, or that such funding, if available,  can be obtained on terms acceptable
to the Company.  If the Company cannot obtain needed funds,  it may be forced to
curtail or cease its activities.

<page>

If additional  shares are issued to obtain financing,  current  shareholders may
suffer a dilutive effect on their percentage of stock ownership in the Company.

A large portion of the Company's financing to date has been through the issuance
of shares or through equity financing with share based collateral.  There can be
no  assurances  that the Company  will become  self-sufficient.  Therefore,  the
Company may  continue  to issue  shares to further the  business,  and  existing
shareholders  may suffer a dilutive  effect on the price of their shares as well
as a loss of voting power in the Company.

Substantial Competition

The Company may experience substantial  competition in its efforts to locate and
attract  customers for its products.  Almost all  competitors in the health care
industry have greater experience,  resources,  and managerial  capabilities than
the Company and may be in a better position than the Company to obtain access to
attractive products. There are a number of larger companies, which will directly
compete with the Company.  Such competition could have a material adverse effect
on the Company's profitability or viability.

Other External Factors May Affect Viability of Company

There is no  certainty  that the  expenditures  to be made by the  Company  will
result in  commercially  profitable  business.  Our business will be affected by
numerous factors beyond the control of the Company. These factors include market
fluctuations,  and the  general  state  of the  economy  including  the  rate of
inflation,  and local economic conditions.  These factors which leave less money
in the hands of  potential  customers of the Company will likely have an adverse
effect on the Company.  The exact effect of these  factors  cannot be accurately
predicted,  but the  combination  of these factors may result in the Company not
receiving an adequate return on invested capital.

Success of Company is Dependent on Management

The  Company's  success  is  dependent  upon the  hiring  and  retention  of key
personnel.  None of the  officers  or  directors  have  any term  employment  or
non-competition agreement with the Company. Therefore, there can be no assurance
that these  personnel will remain  employed by the Company.  Should any of these
individuals  cease to be  affiliated  with the  Company  for any  reason  before
qualified  replacements  could be found, there could be material adverse effects
on the Company's business and prospects.

In addition, all decisions with respect to the management of the Company will be
made  exclusively  by the officers and directors of the Company.  Investors will
only have rights  associated  with minority  ownership  interest  rights to make
decisions  which  affect the  Company.  The success of the  Company,  to a large
extent, will depend on the quality of the directors and officers of the Company.
Accordingly,  no person  should  invest in the  Shares  unless he is  willing to
entrust  all  aspects  of the  management  of the  Company to the  officers  and
directors.

<page>

Conflicts of Interest May effect Independence of Officers and Directors

The  officers  and  directors  have other  interests  to which they devote time,
either individually or through  partnerships and corporations in which they have
an interest,  hold an office,  or serve on boards of directors.  Notwithstanding
this fact,  management  will have to devote time to the business of the Company.
As a result, certain conflicts of interest may exist between the Company and its
officers and/or directors which may not be resolved.

In  addition,  conflicts  of  interest  may  arise  in  the  area  of  corporate
opportunities which cannot be resolved through arm's length negotiations. All of
the potential  conflicts of interest  will be resolved only through  exercise by
the directors of such judgment as is consistent with their  fiduciary  duties to
the Company. It is the intention of management,  so as to minimize any potential
conflicts  of  interest,  to  present  first to the  Board of  Directors  to the
Company, any proposed investments for its evaluation.

Limitations  on the Ability and  Indemnification  of Directors  and Officers May
Result in  Expenditures by the Company The Company's  Articles of  Incorporation
include  provisions to eliminate,  to the fullest extent permitted by the Nevada
Revised  Statutes  as in effect from time to time,  the  personal  liability  of
directors  of the Company for  monetary  damages  arising from a breach of their
fiduciary duties as directors.  The By-Laws of the Company include provisions to
the effect that the Company may, to the maximum  extent  permitted  from time to
time under applicable law, indemnify any director,  officer,  or employee to the
extent that such  indemnification  and advancement of expense is permitted under
such  law,  as it may from  time to time be in  effect.  Any  limitation  on the
liability  of  any  director,  or  indemnification  of  directors,  officer,  or
employees, could result in substantial expenditures being made by the Company in
covering any liability of such persons or in indemnifying them.

Absence of Cash Dividends

The Board of Directors does not  anticipate  paying cash dividends on the common
stock for the  foreseeable  future and intends to retain any future  earnings to
finance the growth of the Company's business. Payment of dividends, if any, will
depend,  among other factors, on earnings,  capital requirements and the general
operating and financial  conditions of the Company as well as legal  limitations
on the payment of dividends out of paid-in capital.

No Cumulative Voting

Holders of the shares of the  preferred  or common  stock of the Company are not
entitled to  accumulate  their votes for the election of directors or otherwise.
Accordingly,  the  holders of a majority  of the shares  present at a meeting of
shareholders will be able to elect all of the directors of the Company,  and the
minority  shareholders  will  not be  able  to  elect  a  representative  to the
Company's board of directors.

No Assurance of Continued Public Trading Market; Risk of Low-priced Securities

Since June 27, 1997,  there has been only a limited public market for the common
stock of the Company.  The common stock of the Company is quoted on the Over the
Counter  Bulletin  Board.  As a result,  an investor  may find it  difficult  to
dispose  of, or to obtain  accurate  quotations  as to the  market  value of the

<page>

Company's securities. In addition, the common stock is subject to the low-priced
security or so called "penny stock" rules that impose  additional sales practice
requirements  on  broker-dealers  who  sell  such  securities.   The  Securities
Enforcement  and  Penny  Stock  Reform  Act  of  1990  ("Reform  Act")  requires
additional disclosure in connection with any trades involving a stock defined as
a penny stock (generally,  according to recent  regulations  adopted by the U.S.
Securities and Exchange Commission,  any equity security that has a market price
of less than $5.00 per share,  subject to  certain  exceptions),  including  the
delivery,  prior  to any  penny  stock  transaction,  of a  disclosure  schedule
explaining  the penny  stock  market  and the risks  associated  therewith.  The
regulations governing low- priced or penny stocks sometimes limit the ability of
broker-  dealers to sell the Company's  common stock and thus,  ultimately,  the
ability of the investors to sell their securities in the secondary market.

Effects on Failure to Maintain Market Makers

If the  Company  is unable to  maintain  a National  Association  of  Securities
Dealers,  Inc.  member  broker/dealers  as market  makers,  the liquidity of the
common stock could be impaired, not only in the number of shares of common stock
which could be bought and sold, but also through  possible  delays in the timing
of  transactions,  and lower  prices for the common  stock than might  otherwise
prevail.  Furthermore,  the lack of market  makers could result in persons being
unable to buy or sell shares of the common stock on any secondary market.  There
can be no assurance the Company will be able to maintain such market makers.

ITEM 2.    DESCRIPTION OF PROPERTY

The Company  currently rents its offices under a month to month lease for $1,000
per month from Strategic  Financial  Services Inc. The Company has approximately
$3,000 worth of office furniture and equipment at this location.

ITEM 3.    LEGAL PROCEEDINGS
The Company is not presently a party to any  litigation,  or to the knowledge of
management  is any  litigation  threatened  against  the  Company,  which  would
materially affect the Company.

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

No matter was submitted to a vote of security holders,  through the solicitation
of proxies or  otherwise,  during  the fourth  quarter of the fiscal  year ended
December 31, 2006.

<page>

                                     PART II

ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our Common Stock is traded in the over-the-counter securities market through the
National  Association of Securities  Dealers Automated  Quotation Bulletin Board
System,  under the symbol "LSPN".  The following  table sets forth the quarterly
high and low bid prices for our Common  Stock as  reported  by the Pink  Sheets,
LLC.  The  quotations  reflect  inter-dealer  prices,  without  retail  mark-up,
markdown or commission, and may not necessarily represent actual transactions.

     Date                  Closing Price                     Closing Bid
                        High            Low             High             Low
     2006
 Jan thru March         .05              .04            .04              .03
 Apr thru June          .05              .03            .04              .02
 July thru Sept         .09              .05            .08              .04
 Oct thru Dec 31        .03              .02            .02             .015

As of April 12, 2007, the Company had  approximately  185 stockholders of record
(not  including  shares  held by  brokers or in street  name) of the  81,622,975
shares  outstanding.  The Company has never  declared or paid  dividends  on its
Common Stock.

The Company intends to follow a policy of retaining earnings, if any, to finance
the growth of the business and do not  anticipate  paying any cash  dividends in
the foreseeable  future.  The declaration and payment of future dividends on the
Common  Stock will be the sole  discretion  of the Board of  Directors  and will
depend  on  the  Company's   profitability  and  financial  condition,   capital
requirements, statutory and contractual restrictions, future prospects and other
factors deemed relevant.


Penny Stock
Until our shares qualify for inclusion in the Nasdaq system, the public trading,
if any, of our common stock will be on the OTC Bulletin Board.  As a result,  an
investor  may find it more  difficult  to  dispose  of,  or to  obtain  accurate
quotations  as to the price of, the common  stock  offered.  Our common stock is
subject to provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), commonly referred to as the "penny
stock rule." Section 15(g) sets forth certain  requirements  for transactions in
penny stocks, and Rule 15g-9(d)incorporates the definition of "penny stock" that
is found in Rule 3a51-1 of the Exchange  Act. The SEC generally  defines  "penny
stock" to be any  equity  security  that has a market  price less than $5.00 per
share,  subject to  certain  exceptions.  If our common  stock is deemed to be a
penny stock,  trading in the shares will be subject to additional sales practice
requirements  on  broker-dealers  who sell penny  stocks to  persons  other than
established  customers and  accredited  investors.  "Accredited  investors"  are
persons with assets in excess of $1,000,000 or annual income exceeding  $200,000
or $300,000 together with their spouse. For transactions covered by these rules,
broker-dealers must make a special suitability determination for the purchase of
such security and must have the  purchaser's  written consent to the transaction
prior to the  purchase.  Additionally,  for any  transaction  involving  a penny
stock,  unless  exempt,  the  rules  require  the  delivery,  prior to the first
transaction, of a risk disclosure document, prepared by the SEC, relating to the
penny stock market. A broker-dealer  also must disclose the commissions  payable
to  both  the  broker-dealer  and the  registered  representative,  and  current
quotations  for  the  securities.  Finally,  monthly  statements  must  be  sent
disclosing  recent price information for the penny stocks held in an account and
information on the limited market in penny stocks. Consequently, these rules may
restrict the ability of a broker-dealer to trade and/or maintain a market in our
common  stock and may  affect  the  ability  of our  shareholders  to sell their
shares.

<page>

Sales of Unregistered Shares

During the fiscal year ended December 31, 2006, the Company sold securities that
were not registered under the Securities Act of 1933 and those  transactions are
as follows:

During 2006, the Company  issued  2,038,000 of its $0.001 par value common stock
for cash at $0.03 per share and  466,666  common  shares for cash at $0.0268 per
share for a combined  total of  $75,000  in  reliance  upon the  exemption  from
registration  contained  in  Section  4(2) of the  Securities  Act of  1933,  as
amended.  The Company did not engage in any general solicitation or advertising.
The Company issued the stock certificates and affixed the appropriate legends to
the restricted stock.

During 2006, the Company issued 33,931,656 shares of its $0.001 par value common
stock for  services and debt valued at $757,133 in reliance  upon the  exemption
from  registration  contained in Section 4(2) of the  Securities Act of 1933, as
amended.  The Company did not engage in any general solicitation or advertising.
The Company issued the stock certificates and affixed the appropriate legends to
the restricted stock.

None of the transactions involved any underwriters or underwriting  discounts or
commissions.  All of the purchasers were deemed to be sophisticated  financially
and with regard to an investment in our securities.

ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward-Looking Statements
Historical  results  and  trends  should  not be taken as  indicative  of future
operations.  Management's  statements  contained  in this  report  that  are not
historical facts are  forward-looking  statements  within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934,  as amended.  Actual  results may differ  materially  from
those  included in the  forward-looking  statements.  The Company  intends  such
forward-looking  statements  to be covered  by the  safe-harbor  provisions  for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995,  and is including  this  statement  for purposes of complying  with
those safe-harbor  provisions.  Forward-looking  statements,  which are based on
certain  assumptions and describe future plans,  strategies and  expectations of
the Company, are generally identifiable by use of the words "believe," "expect,"
"intend,"   "anticipate,"   "estimate,"   "project,"   "prospects,"  or  similar
expressions.  The Company's  ability to predict  results or the actual effect of
future  plans  or  strategies  is  inherently  uncertain.   Further  information
concerning the Company and its business, including additional factors that could
materially affect the Company's financial results, is included herein and in the
Company's other filings with the Securities and Exchange Commission.

<page>

Business Strategy

The overall  strategic plan for the Company was to generate  sufficient  profits
from its  operations  as a healthcare  services  organization  providing a broad
array of innovative healthcare related products and services. As a result of the
termination of the Company's exclusive license to these products the Company has
been  looking  for new  related  products  and will be  expanding  its search to
businesses  outside the  healthcare  sector if  management  believes they can be
acquired and  operated  profitably  and within the  Company's  general  healthy,
natural and environmentally friendly guidelines.  Until such time as the Company
receives  new  financing,  the Company will not be  expending  further  funds to
expand its  operations and will instead focus upon  generating  revenue from the
healthcare products and securing a new business or direction for the Company.

Twelve Month Plan of Operation
For the period from the  Registrant's  inception  through the period reported by
this Form 10-KSB, there have been limited operations.  Operating activities have
been  related   primarily  to   establishing   the   management   and  operating
infrastructure,  as well as the distribution of the movie, Ancient Warriors, and
the sale of an array of healthcare  products and services.  The  Registrant  has
concentrated its efforts on generating  revenue from sales of related healthcare
products and in developing  and/or securing a new business or enterprise for the
Company.  There  is no  assurance  that the  Registrant  will be  successful  in
addressing these needs.

General and Administrative Expenses
General  and  administrative  expenses  consist  of  related  general  corporate
functions,  including  marketing  expenses,  professional  service  expenses and
travel. The Registrant  expects general and administrative  expenses to decrease
as it limits its  activities to promoting  and  marketing  its pharmacy  benefit
cards and seeking to secure a new business or direction for the Company. General
and administrative  expenses totaled $591,292 for the fiscal year ended December
31, 2006,  as compared to $324,456 for the fiscal year ended  December 31, 2005.
This  increase  was due to the  expansion  of costs  for  consultants  and costs
associated with the review and attempted development of health care products and
systems.

Net Loss
The Company  incurred a net loss of $588,292 for the fiscal year ended  December
31, 2006, as compared to net loss of $324,456 in the fiscal year ended  December
31, 2005.

Liquidity and Capital Resources
The  Company's  current  liabilities  exceed  its  current  assets by a total of
$24,733 for the fiscal year ended  December 31,  2006.  As of December 31, 2006,
the Company had an accumulated  deficit of $11,708,251.  This raises substantial
doubt about the Company's ability to continue as a going concern.

<page>

Current  funds  available  to the  Company  will  not be  adequate  for it to be
competitive in the areas in which it intends to operate.  Therefore, the Company
will need to raise  additional  funds in order to fully  implement  its business
plan. The Company will attempt to raise  approximately  $1,500,000 in additional
funds during the next 12 months through a private  placement.  These monies will
be  used  for  healthcare   product   development  and  sales  and  natural  and
environmentally  friendly  energy and shelter  product review as well as general
operating expenses.  However, there can be no assurance that the Company will be
successful in raising such additional funds. Regardless of whether the Company's
cash assets prove to be inadequate to meet the Company's  operational needs, the
Company might seek to  compensate  providers of services by issuance of stock in
lieu of cash.

ITEM 7.    FINANCIAL STATEMENTS


                                 Lifespan, Inc.
                           (Formerly NationsRX, Inc.)
                                 Balance Sheets
                           (Development Stage Company)

<table>
<caption>
                                                                  December 31              December 31,
                                                                    2006                      2005
                                                             -------------------       --------------------

                                                          <c>                       <c>
Assets

Current assets:
     Cash and cash equivalents                               $            368            $        3,440
                                                             -------------------       --------------------
              Total Current Assets                                        368                     3,440

              Total Assets                                   $            368                $    3,440
                                                             ===================       ====================


Liabilities and Stockholders' (Deficit)

Current liabilities:
     Accounts payable                                        $              -            $      178,580
     Due to related party                                                   -                    69,950
     Judgment payable                                                  25,103                    23,485
                                                             -------------------        --------------------

              Total Current Liabilities                                25,103                   272,015
                                                             -------------------        --------------------


Stockholders'  (deficit):

Preferred stock, $0.001 par value, 10,000,000 shares
authorized, 1,500,000 and 3,000,000 shares issued and
outstanding respectively                                                1,500                    3,000
Common stock, $0.001 par value, 500,000,000 shares authorized,
81,622,975 and 36,141,321 issued and outstanding respectively          81,623                   36,141
Additional paid-in capital                                         11,600,393               10,812,242
Deficit accumulated during the development stage                  (11,708,251)             (11,119,958)
                                                             -------------------        --------------------
              Total Stockholders' (Deficit):                          (24,735)                (268,575)
                                                             -------------------        --------------------

              Total Liabilities and Stockholders' (Deficit)   $           368               $    3,440
                                                             ===================       ====================
</table>

   The accompanying Notes are an integral part of these financial statements

<page>

                                Lifespan, Inc.
                           (Formerly NationsRX, Inc.)
                            Statements of Operations
                           (Development Stage Company)


<table>
<caption>
                                                                                                               January 27, 1997
                                                            For the Twelve Months Ended                       (Inception) through
                                            -----------------------------------------------------------
                                                  December 31                    December 31                      December 31
                                                      2006                            2005                            2006
                                            ----------------------------    ---------------------------    ---------------------

                                         <c>                             <c>                            <c>
Revenue                                     $                  3,000        $                      -        $             4,058

Expenses
     General and administrative expenses                     591,292                         324,456                    915,748
                                            ----------------------------    ---------------------------    ---------------------
                                                             591,292                         324,456                    915,748
                                            ----------------------------    ---------------------------    ---------------------
(Loss) from Operations                                      (588,292)                       (324,456)                  (911,690)

(Loss) from Discontinued Operations                                -                               -                (10,199,718)

Other income (loss):                                               -                               -                          -

     Gain (Loss) on extinguishment of debt                         -                               -                    (17,181)
     Interest expense                                              -                               -                   (578,044)
                                            ----------------------------    ---------------------------    ---------------------
              Total Other Income (Expense)                         -                               -                   (595,225)

     Income (Loss) before income taxes                      (588,292)                       (324,456)               (11,706,633)
     Income Tax                                                    -                               -                          -
                                            ----------------------------    ---------------------------    ---------------------

Net (loss)                                     $            (588,292)          $            (324,456)         $     (11,706,633)
                                            ============================    ===========================    =====================

Net (loss) per share - basic and fully diluted $               (0.01)          $              (0.01)
                                               =======================         ======================

Stockholders' Equity:
Weighted average number of common
     shares outstanding - basic and fully diluted         53,440,060                      35,158,033
                                               =======================         ======================
</table>


   The accompanying Notes are an integral part of these financial statements

<page>


                                 Lifespan, Inc.
                          (A Development Stage Company)
                        Statement of Stockholders' Equity


<table>
<caption>
                                                                                                                    Accumulated
                                                                                                                     (Deficit)
                                                  Issued                   Issued                    During the
                                   Preferred    Preferred      Common      Common     Additional     Development
                                     Stock        Stock        Stock        Stock      Paid-In          Stage           Total
                                     Shares       Amount$      Shares      Amount$     Capital$          $               $
                                 =============  ============ ===========  ========== ============   ==============  =============

                              <c>            <c>          <c>          <c>        <c>           <c>             <c>
Balance as of January 27, 1997
       (Date of Inception)                 -            -            -           -           -                 -              -

Stock issued for cash                                        3,250,000       3,250     404,030                          407,280

Net (Loss) for the year ended
       December 31, 1997                                                                                 (70,062)       (70,062)

                                 -------------  ----------- ------------ ---------- -------------   --------------  -------------
Balance at December 31, 1997               -            -    3,250,000       3,250     404,030           (70,062)       337,218

Stock issued for cash                                          215,000         215     325,407                          325,622

Contributed capital related to compensation                          -           -      25,000                           25,000

Net (Loss) for the year ended
       December 31, 1998                                                                                (293,786)      (293,786)

                                 ------------- ------------ ------------ ---------- -------------   --------------  -------------
Balance at December 31, 1998               -            -    3,465,000       3,465     754,437          (363,848)       394,054

Stock issued for cash                                        6,174,125       6,174     109,251                          115,425

Stock issued for services                                       71,495          71      41,431                           41,502

Stock issued in satisfaction of a $486,514
notes payable (including accrued interest
of $44,229                                                   2,305,520       2,306     484,209                          486,515

Contributed capital related to compensation                          -           -      25,000                           25,000

Net (Loss) for the year ended
       December 31, 1999                                                                                (211,425)      (211,425)

                                 ------------- ------------  ----------- ---------- -------------   --------------  -------------
Balance at December 31, 1999               -            -   12,016,140      12,016   1,414,328          (575,273)       851,071

Stock issued for cash                                          700,000         700     209,300                          210,000

Stock issued for services                                       42,501          42      12,708                           12,750

Net (Loss) for the year ended
       December 31, 2000                                                                                (148,148)      (148,148)

                                 ------------- ------------ ------------ ---------- -------------  --------------  -------------
Balance at December 31, 2000               -            -   12,758,641      12,758   1,636,336          (723,421)       925,673
</table>

   The accompanying notes are an integral part of these financial statements.

<page>

                                 Lifespan, Inc.
                          (A Development Stage Company)
                        Statement of Stockholders' Equity
<table>
<caption>
                                                                                                                    Accumulated
                                                                                                                     (Deficit)
                                                  Issued                   Issued                    During the
                                   Preferred    Preferred      Common      Common     Additional     Development
                                     Stock        Stock        Stock        Stock      Paid-In          Stage           Total
                                     Shares       Amount$      Shares      Amount$     Capital$          $               $
                                 =============  ============ ===========  ========== ============   ==============  =============

                             <c>        <c>            <c>          <c>         <c>             <c>             <c>
Stock issued for services                                      446,180         446     171,809                          172,255

Stock issued for cash                                          167,000         167      49,833                           50,000

Deemed interest expense related to
conversion features of note payable                                                     41,700                           41,700

Stock issued for interest                                      600,000         600      71,400                           72,000

Net (Loss) for the year ended
       December 31, 2001                                                                              (1,088,801)    (1,088,801)

                                 ------------- ------------ ------------ ---------- ------------   --------------  -------------
Balance at December 31, 2001               -            -   13,971,821      13,971   1,971,078        (1,812,222)       172,827

Shares issued for interest and
default penalties on debt                                      837,500         838      32,663                           33,501

Stock issued for services                                    3,545,000       3,545     138,255                          141,800

Net (Loss) for the year ended
       December 31, 2002                                                                              (4,168,432)    (4,168,432)

                                 ------------- ------------ ------------ ---------- ------------   --------------  -------------
Balance at December 31, 2002               -            -   18,354,321      18,354   2,141,996        (5,980,654)    (3,820,304)

Preferred shares issued for
marketing rights                                             3,000,000       3,000   2,337,000                        2,340,000

Shares cancelled                                              (500,000)       (500)        500                                -

Stock issued for debt                                          733,334         733     241,267                          242,000

Stock issued for services                                    1,500,000       1,500     148,500                          150,000

Stock issued for cash at
$0.12 per share                                              1,266,666       1,267     150,733                          152,000

Spin off of minority interest                                                        3,709,575                        3,709,575

Net (Loss) for the year ended
       December 31, 2003                                                                              (3,739,563)    (3,739,563)

                                 ------------- ------------ ------------ ---------- ------------   --------------  -------------
Balance at December 31, 2003       3,000,000        3,000   21,354,321      21,354   8,729,571        (9,720,217)      (966,292)
</table>

   The accompanying notes are an integral part of these financial statements.

<page>

                                 Lifespan, Inc.
                          (A Development Stage Company)
                        Statement of Stockholders' Equity
<table>
<caption>
                                                                                                                    Accumulated
                                                                                                                     (Deficit)
                                                  Issued                   Issued                    During the
                                   Preferred    Preferred      Common      Common     Additional     Development
                                     Stock        Stock        Stock        Stock      Paid-In          Stage           Total
                                     Shares       Amount$      Shares      Amount$     Capital$          $               $
                                 =============  ============ ===========  ========== ============   ==============  =============

                              <c>            <c>          <c>          <c>        <c>           <c>             <c>
Stock issued for services at
$0.10 per share                                              2,496,000       2,496     247,104                          249,600

Stock issued for cash at
$0.10 per share                                              1,435,000       1,435     142,065                          143,500

Stock issued for services at
$0.05 per share                                              1,000,000       1,000      49,000                           50,000

Stock issued for services at
$0.05 per share                                              1,700,000       1,700      83,300                           85,000

Stock issued for services                                      700,000         700      34,300                           35,000

Stock issued for debt                                        6,006,000       6,006     594,594                          600,600

Contributed capital                                                                                      847,25         847,258

Net (Loss) for the year ended
       December 31, 2004                                                                              (1,075,285)    (1,075,285)

                                 ------------- ------------ ------------ ---------- ------------   --------------  -------------
Balance at December 31, 2004       3,000,000        3,000   34,691,321      34,691  10,727,192       (10,795,502)       (30,619)

Stock issued to settle litigation at
$0.085 per share                                               200,000         200      19,800                           20,000

Stock issued for services at
$0.09 per share                                                100,000         100       8,900                            9,000

Stock issued for services at
$0.05 per share                                              1,150,000       1,150      56,350                           57,500

Net (Loss) for the year ended
       December 31, 2005                                                                                (324,456)      (324,456)

                                 ------------- ------------ ------------ ---------- ------------   --------------  -------------
Balance at December 31, 2005       3,000,000        3,000   36,141,321      36,141  10,812,242       (11,119,958)      (268,575)
</table>


   The accompanying notes are an integral part of these financial statements.

<page>

                                 Lifespan, Inc.
                          (A Development Stage Company)
                        Statement of Stockholders' Equity
<table>
<caption>
                                                                                                                    Accumulated
                                                                                                                     (Deficit)
                                                  Issued                   Issued                    During the
                                   Preferred    Preferred      Common      Common     Additional     Development
                                     Stock        Stock        Stock        Stock      Paid-In          Stage           Total
                                     Shares       Amount$      Shares      Amount$     Capital$          $               $
                                 =============  ============ ===========  ========== ============   ==============  =============

                              <c>            <c>          <c>          <c>        <c>           <c>             <c>
Preferred shares converted
to common shares                (1,500,000)    (1,500)       9,000,000     9,000       (7,500)                         -

Common shares issued for debt at
$0.02 per share                                              21,327,458    21,327       405,222                      426,549

Common shares issued for services at
$0.02 per share                                              4,754,200      4,754        90,330                       95,084

Common shares issued for debt at
 $0.03 per share                                             3,799,998      3,800       110,200                      114,000

Common shares issued for services at
 $0.03 per share                                             4,050,000      4,050       117,450                      121,500

Common shares issued for cash at
$.03 per share                                               2,083,332      2,083        60,417                       62,500

Common shares issued for cash at
$.0268 per share                                               466,666        467        12,033                       12,500

Net (Loss) for the year ended
     December 31, 2006                                                                               (588,292)      (588,292)
                                 ------------- ------------ ------------ ---------- ------------   --------------  -------------
Balance at December 31, 2006       1,500,000      1,500     81,622,975     81,622     11,600,394    (11,708,250)    (24,734)
                                 ============= ============ ============ ========== ============   ==============  =============

</table>


   The accompanying notes are an integral part of these financial statements.

<page>


                                 Lifespan, Inc.
                           (Formerly NationsRX, Inc.)
                            Statements of Cash Flows
                           (Development Stage Company)

<table>
<caption>
                                                                    For the Twelve         For the Twelve     January 27, 1997
                                                                     Months Ended          Months Ended      (Inception) through
                                                                      December 31           December 31          December 31
                                                                         2006                  2005                 2006
                                                                  -------------------    ------------------    -----------------

                                                               <c>                    <c>                 <c>
Cash flows from operating activities
  Net (loss)                                                      $      (586,675)       $      (69,426)       $    (11,706,633)
  Adjustments to reconcile net (loss)
    to cash provided (used) by operating activities:
    Depreciation and amortization expense                                       -                     -                  51,758
    Shares issued for services and expenses                               216,584                30,000               2,475,468
    Gain (Loss) on extinguishment of debt                                       -                     -                  17,181
    Preferred stock issued for marketing rights                                 -                     -               2,340,000
    Contributed services                                                        -                     -                  50,000
    Shares issued for interest                                                  -                     -                 149,730
    Accounts payable converted to judgements payable                        1,617                 9,175                  25,103
    Shares issued for payables                                            540,549                     -                 540,549
    Changes in assets and liabilities:
      Increase (decrease) in Due to Related Parties                       (69,950)                    -                       -
      Increase (Decrease) in accounts payable and accrued liabilities    (180,197)              (20,484)                 (1,618)
                                                                  -------------------    ------------------    -----------------
Net cash (used) by operating activities                                   (78,072)              (50,735)             (6,058,462)
                                                                  -------------------    ------------------    -----------------

Cash flows from investing activities
Net cash provided by investing activities                                       -                     -                       -
                                                                  -------------------    ------------------    -----------------


Cash flows from financing activities
           Proceeds from Shareholder                                            -                     -                 112,500
           Proceeds from issuance of common stock                          75,000                33,000               1,535,270
           Proceeds from notes payable                                          -                     -               2,963,202
           Stock for debt                                                                             -                 600,600
           Contributed capital                                                  -                     -                 847,258
Net cash provided by financing activities                                  75,000                33,000               6,058,830
                                                                  -------------------    ------------------    -----------------

Net (decrease) in cash                                                     (3,072)              (17,735)                    368
Cash and equivalents - beginning                                            3,440                17,899                       -
                                                                  -------------------    ------------------    -----------------
Cash and equivalents - ending                                      $          368        $          164         $           368
                                                                  ===================    ==================    =================

CashPaid For:
           Interest                                                $            -        $            -         $             -
                                                                  ===================    ==================    =================
           Income Taxes                                            $            -        $            -         $             -
                                                                  ===================    ==================    =================

Non-cash Activities:
           Stock Issued for Services                               $      216,584        $       30,000         $     1,067,991
                                                                  ===================    ==================    =================
           Stock Issued for Accounts Payable                       $      540,549        $                      $       628,549
                                                                  ===================    ==================    =================
           Cancellation of Shares                                  $                     $                      $       500,000
                                                                  ===================    ==================    =================
           Common Stock Issued in Satisfaction of Promissory Note  $                     $                      $       442,286
                                                                  ===================    ==================    =================
           Deemed Interest Converted into Additional Paid in Capital
                    Related to Note Payable                        $                     $                      $        41,700
                                                                  ===================    ==================    =================
           Conversion of Preferred Shares into
                    Common Shares                                  $        1,500        $                      $    (3,708,075)
                                                                  ===================    ==================    =================
           Conversion of Due to Related Party and Notes Payable into
                    Preferred Shares in Consolidated Entry         $                     $                      $    (3,709,575)
                                                                  ===================    ==================    =================

</table>



   The accompanying Notes are an integral part of these financial statements

<page>


                                 LIFESPAN, INC.
                           (Formerly Nations RX, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)
                        Notes to the Financial Statements
                           December 31, 2006 and 2005


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------
Organization
------------

Lifespan,  Inc.  (formerly  Nations RX,  Inc.)  (Hereinafter  referred to as the
"Company") was  incorporated in the state of Nevada in January 1997 to engage in
the  business  of  developing,  producing  and  marketing  films  for  worldwide
distribution.  The  filmmaking  subsidiary  was spun-off in 2003 and the Company
changed its name to Nations RX, Inc. when the Company acquired  marketing rights
and a licensing  agreement  to engage in the  business of  prescription  benefit
management.  Such business never materialized.  Recently the Company changed its
name to Lifespan, Inc. and is in the process of acquiring an exclusive licensing
agreement to market health and wellness  information via the  world-wide-web and
other media. The Company's fiscal year ends on December 31.

Revenue Recognition
-------------------

The Company recognizes revenues as required by Staff Accounting Bulletin No. 101
"Revenue  Recognition in Financial  Statements".  Revenue is only  recognized on
product sales once the product has been shipped to the  customers  (FOB Origin),
and all other obligations have been met.

Reclassification
----------------

Certain  prior year balances  have been  reclassified  to conform to the current
year presentation.

Use of Estimates
----------------

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  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  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Stock Based Compensation
------------------------

The Company accounts for  stock-based  employee  compensation   arrangements  in
accordance with provisions of Accounting  Principles Board  ("APB")  opinion No.
25, "Accounting for Stock Issued to Employees," and complies with the disclosure
provisions of SFAS No. 123, "Accounting for Stock-Based Compensation." Under APB
No. 25, compensation  expense is based on the difference, if any, on the date of
the  grant,  between  the fair  value of the Company's  stock  and the  exercise
price.  The Company accounts for sock issued to non-employees in accordance with
the provisions of SFAS No. 123 and the Emerging Issues Task Force ("EITF") Issue
No. 96-18.

                                      -5-

<page>


                                 LIFESPAN, INC.
                           (Formerly Nations RX, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)
                        Notes to the Financial Statements
                           December 31, 2006 and 2005

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------
Development Stage Entity
------------------------

The Company's operations have been limited to general administrative  operations
and are considered a development  stage company in accordance  with Statement of
Financial Accounting Standards No. 7.

Fixed Assets
------------

Fixed assets are stated at cost less accumulated  depreciation.  Depreciation is
provided principally on the straight-line method over the estimated useful lives
of the  assets,  which  are  generally  5 to 7 years.  The cost of  repairs  and
maintenance  is  charged  to  expense as  incurred.  Expenditures  for  property
betterments and renewals are  capitalized.  Upon sale or other  disposition of a
depreciable  asset,  cost and  accumulated  depreciation  are  removed  from the
accounts and any gain or loss is reflected in other income (expense).

The  Company  periodically  evaluates  whether  events  and  circumstances  have
occurred that may warrant revision of the estimated useful lives of fixed assets
or  whether  the  remaining  balance of fixed  assets  should be  evaluated  for
possible  impairment.  The Company uses an estimate of the related  undiscounted
cash flows all the Company's  fixed assets were spun off as of December 31, 2003
as described in Note 6.

Net Loss per Common Share
-------------------------

The  Company  computes  net loss per share  in  accordance  with  SFAS No.  128,
EARNINGS PER  SHARE. ("SFAS  No. 128") and SEC Staff Accounting Bulletin  No. 98
("SAB 98).  Under the provisions of SFAS No. 128 and SAB 98,  basic net loss per
share is  computed by dividing  the net loss  available  to common  stockholders
for  the  period  by  the  weighted  average  number  of shares of common  stock
outstanding  during the period. The calculation of  diluted net  loss per  gives
effect  to  common stock  equivalents,  however,  potential  common  shares  are
excluded if their effect is anti-dilutive.


Basic Loss Per Share
---------------------
                                      For the Year Ended
                                       December 31, 2006

                    (Loss)                Shares                (Loss) Per Share
                 (Numerator)            (Denominator)                Amount

            $        (586,675)           53,440,050                 $(0.01)

                                      -6-

<page>


                                 LIFESPAN, INC.
                           (Formerly Nations RX, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)
                        Notes to the Financial Statements
                           December 31, 2006 and 2005

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
-----------------------------------------------------------------------------
Net Loss per Common Share (Cont'd)
----------------------------------

                                   For the Year Ended
                                   December 31, 2005

                   (Loss)              Shares                  (Loss) Per Share
                (Numerator)          (Denominator)                 Amount


              $  (324,456)             35,158,033            $        (0.01)

              The computations of basic loss per share of common stock are based
              on the weighted  average number of shares  outstanding at the date
              of the financial statements. There are no common stock equivalents
              outstanding.

Comprehensive Income
--------------------

The Company has no components of other comprehensive  income.  Accordingly,  net
income equals comprehensive income for all periods.

Advertising Costs
-----------------

Advertising  costs  incurred in the normal  course of  operations  are  expensed
accordingly.  Advertising  costs  incurred for the years ended December 31, 2006
and 2005 were $ -0- and $-0- respectively.

Cash and Cash Equivalents
-------------------------

For purposes of the  Statement of Cash Flows,  the Company  considers all highly
liquid instruments  purchased with a maturity of three months or less to be cash
equivalents to the extent the funds are not being held for investment purposes.

Fair Value of Financial Instruments
-----------------------------------

As of December  31, 2006,  and  December  31,  2005,  the fair value of cash and
accounts  receivable  and advances  payable,  including  amounts due to and from
related parties,  approximate carrying values because of the short-term maturity
of these instruments.

Income Taxes
------------

The  Company  has  adopted  FASB 109 to account  for income  taxes.  The Company
currently  has no issue that  creates  timing  differences  that  would  mandate
deferred tax expense.  Net operating  losses would create possible tax assets in
future years. Due to the uncertainty as to the utilization of net operating loss
carry forwards,  an evaluation  allowance has been made to the extent of any tax
benefit that net operating  losses may  generate.  No provision for income taxes
has been  recorded  due to the net  operating  loss

                                      -7-

<page>


                                 LIFESPAN, INC.
                           (Formerly Nations RX, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)
                        Notes to the Financial Statements
                           December 31, 2006 and 2005

NOTE 1 -  ORGANIZATION  AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Income Taxes (Cont'd)

carryforward  of $11,706,633 as of December 31, 2006 that will be offset against
further  taxable  income.  No tax  benefit has been  reported  in the  financial
statements.

Deferred tax assets and the  valuation  account as of December 31, 2006 and 2005
are as follows:


                                                 2006             2005
                                                 ----             ----
Deferred tax asset:
  Net operating loss carryforward        $     11,706,633  $    11,119,958
  Valuation allowance                         (11,706,633)     (11,119,958)
                                         -----------------  ---------------

                                         $        -        $             -
                                         -----------------  ---------------


The components of income tax expense are as follows:

                                                2006               2005
                                               -----               ----
  Current Federal Tax                  $         -          $        -
  Current State Tax                              -                   -
  Change in NOL benefit                      (200,019)          (110,315)
  Change in allowance                  $      200,019       $    110,315
                                       ----------------     --------------

                                       $        -           $        -
                                       ----------------     --------------


The Company has  incurred  losses that can be carried  forward to offset  future
earnings if conditions of the Internal  Revenue Codes are met.  These losses are
as follows:

                                                           Expiration
   Year of Lease                        Amount               Date
   -------------------------------------------------------------------
       2001                         $    1,088,801            2021
       2002                              4,168,432            2022
       2003                              3,739,563            2023
       2004                              1,075,285            2024
       2005                                324,456            2025
       2006                         $      588,292            2026

                                      -8-

<page>


                                 LIFESPAN, INC.
                           (Formerly Nations RX, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)
                        Notes to the Financial Statements
                           December 31, 2006 and 2005

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
-----------------------------------------------------------------------------
Impairment of Long-Lived Assets to Be Disposed
----------------------------------------------

The Company continually  monitors events and changes in circumstances that could
indicate carrying amounts of Long-lived assets may not be recoverable. When such
events or changes  in  circumstances  are  present,  the  Company  assesses  the
recoverability of long-lived assets by determining whether the carrying value of
such assets will be recovered through  undiscounted  expected future cash flows.
If the total of the future cash flows is less than the carrying  amount of those
assets,  the Company  recognizes an  impairment  loss based on the excess of the
carrying amount over the fair value of the assets.  Assets to be disposed of are
reported  at the lower of the  carrying  amount or the fair  value less costs to
sell.

New Accounting Pronouncements
-----------------------------

During the year ended  December  31,  2006,  the Company  adopted the  following
accounting  pronouncements  which had no impact on the  financial  statements or
results of operations:

SFAS No. 155, Accounting for Certain Hybrid Financial Instruments - an amendment
of FASB Statements No. 133 and 140
SFAS No. 156, Accounting for Servicing of  Financial  Assets  -  an amendment of
FASB Statement No. 140
SFAS No. 157, Fair Value Measurements
SFAS No. 158, Employers'  Accounting  for  Defined  Benefit  Pension  and  Other
Postretirement Plans -  an  amendment  of FASB  Statements  No. 87, 88, 106  and
132(R)
SFAS No.  159,  The  Fair  Value  Option  for  Financial  Assets  and  Financial
Liabilities - Including an amendment of FASB Statement No. 115

These newly  issued  accounting  pronouncements  had no effect on the  Company's
current financial statements and did not impact the Company.


NOTE 2 - COMMON STOCK
---------------------
During  2006,  the  Company  converted  1,500,000  issued  preferred  shares  to
9,000,000  issued  common stock shares  valued at $0.001 par value.  The Company
also issued  33,931,656  shares of its common stock for services and debt valued
at $757,133.  Further,  the Company issued  2,083,332  common shares for cash at
$0.03 per share and  466,666  common  shares for cash at $0.0268 per share for a
combined total of $75,000.

                                      -9-

<page>

                                 LIFESPAN, INC.
                           (Formerly Nations RX, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)
                        Notes to the Financial Statements
                           December 31, 2006 and 2005

NOTE 2 - COMMON STOCK (Cont'd)
------------------------------

During 2005, the Company issued  1,450,000 shares of its $0.001 par value common
stock for services and expenses valued at $86,500.

During 2004, the Company issued  5,896,000 shares of its $0.001 par value common
stock for  services  valued at $419,600.  The Company  issued  6,006,000  common
shares for $600,600 in debt and 1,435,000 shares for cash of $143,500.

During 2003, the Company cancelled 500,000 shares of its $0.001 par value common
stock.  Further,  the Company  issued 733,334 common shares for debt of $242,000
and 1,500,000 common shares for services at $0.04 per shares. Additionally,  the
Company issued 1,266,666 common shares for $152,000 in cash.

During 2002,  the Company  issued  837,500 shares of its $0.001 par value common
stock for  interest  and  default  penalties  in the amount of  $33,501  and the
Company issued another  3,545,000 $0.001 par value common shares for services at
$0.04 per share.

In October 2001, the Company issued 10,000 shares of common stock in error to an
individual.  The Company has since  placed a stop on the 10,000  shares  issued.
Accordingly,  the 13,971,821 shares of common stock issued and outstanding as of
December  31, 2001 does not reflect the 10,000  shares  since these  shares were
issued in error and a stop has been placed

In August 2001,  the Company issued 40,000 shares of common stock in error to an
individual.  The Company has since  placed a stop on the 40,000  shares  issued.
Accordingly,  the 13,971,821 shares of common stock issued and outstanding as of
December  31,  2001 does not  reflect  the 40,000  shares  since the shares were
issued in error and a stop has been placed.

In October 1999,  the Company  issued 125,000 shares of common stock in error to
an unrelated company.  The Company has since placed a stop on the 125,000 shares
issued.   Accordingly,   the  13,971,821  shares  of  common  stock  issued  and
outstanding  as of December  31, 2001 does not reflect the 125,000  shares since
these shares were issued in error and a stop has been placed.

In April 1999, the Company's Board of Directors adopted a resolution  whereby it
approved a 1 for 4 reverse stock split of the issued and  outstanding  shares of
common stock.  Accordingly,  the  accompanying  financial  statements  have been
retroactively  restated  to reflect  the 1 for 4 reverse  stock split as if such
reverse stock split occurred as of the Company's date of inception.

                                      -10-

<page>


                                 LIFESPAN, INC.
                           (Formerly Nations RX, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)
                        Notes to the Financial Statements
                           December 31, 2006 and 2005

NOTE 3 - GOING CONCERN
----------------------

The Company incurred a net loss of approximately  $588,292 and $ 324,456 for the
years ended December 31, 2006 and 2005,  respectively,  and current  liabilities
exceed current assets by approximately $ 24,734 as of December 31, 2006. For the
forgoing  reasons,  substantial  doubt exists regarding the Company's ability to
continue as a going concern. The Company will seek additional sources of capital
through the issuance of debt or equity financing,  but there can be no assurance
the Company will be successful in accomplishing its objectives.

The  ability of the  Company to  continue  as a going  concern is  dependent  on
additional  sources  of  capital  and the  success of the  Company's  plan.  The
financial  statements do not include any adjustments  that might be necessary if
the Company is unable to continue as a going concern.

NOTE 4 - COMMITMENTS AND CONTINGENT LIABILITIES
-----------------------------------------------

The  Company was named in a lawsuit  for  nonpayment  of  attorney's  fees.  The
Plaintiff in the suit has obtained a judgment  against the Company in the amount
of $14,311.  This amount includes the original fees, plus attorney's fee for the
suit, costs, and interests. Additionally, the Company was named in a lawsuit for
nonpayment of attorney's  fees in the amount of $ 10,792.  These two obligations
have been accrued by the Company as a liability called "Judgment Payable".

NOTE 5 - MINORITY INTEREST
--------------------------

On June 30, 2003, the majority  owners of the Company's only  subsidiary  agreed
that the  subsidiary  would  be spun  off,  together  with  all its  assets  and
liabilities. The spin off of the subsidiary was accounted for with an adjustment
to  additional  paid-in  capital and a gain on  extinguishments  of debt for the
liabilities that were transferred to the subsidiary.

NOTE 6 - LEGAL PROCEEDINGS
--------------------------

The Company and some of its former and current officers were named as defendants
in a civil lawsuit,  in which a former  consultant to the Company sought general
and compensatory damages in excess of $1,000,000.  The Company settled this suit
on or about  January 27,  2005  through  the  issuance of 200,000  shares of its
$0.001 par value common stock and a payment in the amount of $20,000.

NOTE 7 - ADVANCES FROM RELATED PARTY
------------------------------------

During the years ended  December  31,  2006,  and  December  31,  2005, a former
officer, Director, shareholder in the Company made cash advances to the Company,
$58,000 and $69,950 respectively.  These amounts have been satisfied in issuance
of shares of common stock.


NOTE 8 - PREFERRED STOCK
------------------------

                                      -11-

<page>

                                 LIFESPAN, INC.
                           (Formerly Nations RX, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)
                        Notes to the Financial Statements
                           December 31, 2006 and 2005


The  Company  has  10,000,000  shares  of  $0.001  par  value  preferred  shares
authorized  which may be issued in different  series.  During 2003,  the Company
issued  3,000,000  preferred  shares for marketing  rights.  In 2006,  1,500,000
preferred  shares  were  converted  to common  stock on a six to one basis.  The
shares are  convertible  into common shares but the shares have voting rights at
the rate of six votes per  preferred  share that may be voted at any  meeting of
stockholders.



                                      -12-

<page>



ITEM 8A: CONTROLS AND PROCEDURES

The Company  carried out an  evaluation of the  effectiveness  of the design and
operation of the Company's  disclosure  controls and  procedures  (as defined in
Exchange Act Rules  13a-15(e)  and  15d-15(e))  as of December  31,  2006.  This
evaluation was carried out under the supervision and with the  participation  of
the Company's management, including the Company's CEO, Mr. Stuart Brame, and the
Company's Chief Financial  Officer,  Mr. Karl Harz.  Based upon that evaluation,
the Company's Chief Executive Officer and Chief Financial Officer concluded that
the Company's disclosure controls and procedures are effective.  There have been
no significant  changes in the Company's  internal controls or in other factors,
which could  significantly  affect internal controls  subsequent to the date the
Company carried out its evaluation.

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported,  within the time  periods  specified  in the  Securities  and Exchange
Commission's  rules and  forms.  Disclosure  controls  and  procedures  include,
without limitation,  controls and procedures designed to ensure that information
required to be  disclosed  in Company  reports  filed under the  Exchange Act is
accumulated  and  communicated  to  management,  including the  Company's  Chief
Executive  Officer  and  Chief  Financial  Officer,  to allow  timely  decisions
regarding required disclosure.

                                    PART III

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

The names, ages, and respective  positions of the directors,  executive officers
and key employees of the Company are set forth below.  The directors named below
will serve until the next annual meeting of the Company's  stockholders or until
their successors are duly elected and have qualified.  Directors are elected for
a one-year term at the annual  stockholders'  meeting.  Officers will hold their
positions  at the will of the board of  directors,  absent  any term  employment
agreement,  of which  none  currently  exist or are  contemplated.  There are no
arrangements,  agreements or understandings between non-management  shareholders
and  management  under  which   non-management   shareholders  may  directly  or
indirectly  participate in or influence the management of the Company's affairs.
There are no other  promoters or control  persons of the  Company.  There are no
legal proceedings involving the directors of the Company.

     Name                  Age         Position            Dates Served
Stuart Brame                60         CEO & Director      From Feb 2007 to Date
Karl Harz                   55         CFO and Director    From Dec 2003 to Date
Albert Cook                 69         Director            From Dec 2003 to Date
William Philip Blase        55         Director            From Dec 2003 to Date
Monty Ormsby                76         Director            From Feb 2007 to Date

All its directors  will hold office at the  discretion of the Board or until the
next annual meeting of shareholders and until their successors have been elected
and qualified.  Set forth below is certain biographical information with respect
to each of its officers and directors.

<page>

Stuart V. Brame, Director, CEO
Mr. Brame comes to Lifespan with  extensive  experience in the area of corporate
development  with  over  25  years  of  marketing,   corporate  development  and
managerial experience. Mr. Brame has formerly held the position of President and
Director of Harvard  Scientific Corp a public biomedical public company involved
in the development of many sophisticated and leading edge medical  technologies.
Mr. Brame was instrumental in establishing  development  teams,  structuring the
financing  for the  purpose of  advancing  those  companies  and  designing  the
development model to allow the companies to achieve future growth.

Karl J. Harz, B. Sc. (Marketing), MBA, Director, CFO

Mr. Harz has an extensive background in both sales and finance including,
Personal Financial Planning, Conventional and Private Real Estate Funding,
Personal Property Broker/Lender. Mr. Harz has previously been instrumental in
the development and management of several major corporations including Pension
Home Loan Corporation, Hard Money Real Estate, and Province Service Corporation.
Mr. Harz has managed and coordinated several major sales organizations with an
emphasis on Hotel properties, Trust Deed investments, Limited Partnership
interests, and Security products. Mr. Harz holds numerous industry licenses
including, California Real Estate Broker, and Series 22 and 63 License/NASD
Registered Representative. Mr. Harz attended Fairleigh Dickinson University in
Teaneck, N.J., and graduated with a Bachelor Science in Marketing and a Masters
in Business Administration and as well has been active in all aspects of sports
and fitness.

Albert Cook BA, MD, Director

Dr. Cook will provide advice and guidance to the Company in all areas related to
medicine, technology and the Internet. Dr. Cook is currently part owner and
medical director of Hemet Health Care Surgicenter, employing thirty-five
employees and the Golden West Pain Center, another Surgicenter, employing twelve
people. Dr. Cook is also Director and CEO of ScreenMD.com Inc. a private medical
diagnostic Company. Dr. Cook practicing in the specialty of family practice for
four years, then took a residency in anesthesiology and pain management at Los
Angeles County General Hospital, University of Southern California Medical
Center prior to forming his own medical centers. Dr. Cook has a Bachelor of Arts
degree from UCLA and a Doctor of Medicine degree from the University of
California at Irvine.

William Philip Blase, MD, M.Sc. FACS, Director

Dr. Blase has had a distinguished career in all aspects of the medical
profession with a practice emphasis on Ophthalmology, a background in medical
research, as well as administration and management issues of modern medical
practice. Dr. Blase is also formerly a Trustee for a California District
Hospital System. Dr Blase has also served eight years as a Trustee of the Valley
Health System in Riverside California and has recently completed his term as
Chairman of the Board. Dr. Blase is also a Diplomate of the National Board of
Medical Examiners, the American Board of Ophthalmology, and the American Board
of Quality Assurance and Utilization Review. Dr. Blase has published numerous
articles and several book chapters. Dr. Blase is a graduate of Dartmouth
College, the University of Virginia School of Medicine and Oxford University,
and did his medical post graduate training at Johns Hopkins.

<page>

Monty Ormsby, Director

Mr. Ormsby has had a  distinguished  40-year  career in all areas of real estate
development,  marketing  and sales and is licensed as a  California  Real Estate
Broker.  He has also been  extensively  involved in many aspects of the film and
entertainment  industry and the  thoroughbred  racing industry and has spent the
last few years working on web based social  networking  for seniors.  Mr. Ormsby
has recently completed the development of the "Senior  Network"(TM) an expansive
model for web based delivery of services to seniors.

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities  Exchange Act of 1934 requires the  Registrant's
directors,  certain officers and persons holding 10% or more of the Registrant's
common stock to file reports  regarding  their  ownership  and  regarding  their
acquisitions  and  dispositions  of  the  Registrant's  common  stock  with  the
Securities and Exchange Commission. Such persons are required by SEC regulations
to furnish the Registrant with copies of all Section 16(a) forms they file.

Name and principal position     Number of late  Transactions not  Known failures
                                  reports        timely reported    to file a
                                                                  required form
Stuart Brame, Director and CEO       0                   0               0
Karl J. Harz, Director, CFO          0                   0               0
Albert Cook, Director                0                   0               0
William Philip Blase, Director       0                   0               0
Monty Ormsby, Director               0                   0               0

Code of Ethics Disclosure Compliance

As of  December  31,  2006,  the  Company  has not  adopted a Code of Ethics for
Financial  Executives,  which include our Company's principal executive officer,
principal  financial officer,  principal  accounting  officer or controller,  or
persons performing similar functions, as required by sections 406 and 407 of the
Sarbanes-Oxley  Act of 2002.  Subsequent  to December 31, 2006,  the Company has
again begun the process of  designing a code of ethics  which will be filed with
the Security and Exchange Commission.

<page>

ITEM 10.    EXECUTIVE COMPENSATION.

The following tables set forth certain summary  information  concerning all plan
and non-plan  compensation awarded to, earned by, or paid to the named executive
officers and directors by any person for all services rendered in all capacities
to the Company for the last three years:

<table>
<caption>
                                 Annual Compensation                         Long Term Compensation
   Name       Title     Year  Salary   Bonus    Other Annual    Restricted  Warrants  LTIP         All Other
                                ($)     ($)     Compensation      Stock     & Options  payouts    Compensation
                                                     ($)         Awarded       (#)       ($)          ($)
                                                                   ($)

           <c>       <c>   <c>      <c>       <c>            <c>         <c>        <c>        <c>
  Stuart                         0       0            0             0           0         0            0
   Brame       CEO      2007
</table>

As of the date of this document,  the Company has no  outstanding  stock options
held directly by its Named  Executive  Officers,  and the Company has adopted no
formal stock option plans for its  officers,  directors  and/or  employees.  The
Company  reserves  the  right to adopt  one or more  stock  option  plans in the
future.

The Company presently has no employment contracts in effect with the named
Officers

<page>

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

The following  table sets forth certain  information as of April 12th, 2007 with
respect to the  beneficial  ownership  of common stock by (i) each person who to
the  knowledge  of the Company,  beneficially  owned or had the right to acquire
more than 5% of the Outstanding  common stock, (ii) each director of the Company
and (iii) all executive offices and directors of the Company as a group.

Title of class   Name of beneficial owner  Amount of beneficial Percent of class
                                                 ownership
  Common              Karl Harz                 1,500,000 (2)           1.83%
  Common             Albert Cook                  495,000                .60%
  Common            William Blase                 665,000                .81%

Grand Total                                     2,660,000               3.25%

Total of all directors and executive officers   2,660,000               3.25%
 (5 persons)

(1) Except as noted in footnote 2 below,  each person has sole voting  power and
sole  dispositive  power as to all of the shares shown as beneficially  owned by
them

(2) This figure includes the 500,000 shares owned by Karl and Marilyn Harz in
joint tenancy

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Other  than as set forth  below,  during  the past two years  there have been no
relationships,  transactions,  or proposed  transactions to which the Registrant
was or is to be a party, in which any of the named persons set forth  previously
had or is to have a direct or indirect material interest.

(a) The Company  currently  rents its  offices  under a month to month lease for
$1,000 per month from Strategic  Financial  Services Inc, a Company by which the
Chief Financial Officer of the Company is employed.

For each of the transactions noted above, the transaction was negotiated, on the
part of the  Registrant,  on the basis of what is in the best  interests  of the
Registrant  and its  shareholders.  In  addition,  in each  case the  interested
affiliate  did vote in  favor of the  transaction;  however,  the full  board of
directors  did  make the  determination  that the  terms  in each  case  were as
favorable as could have been obtained from non-affiliated parties.

<page>

Certain of the officers and  directors  of the  Registrant  are engaged in other
businesses,  either  individually or through  partnerships  and  corporations in
which they have an interest,  hold an office,  or serve on a board of directors.
As a result,  certain potential  conflicts of interest,  such as those set forth
above with the  transactions,  may arise between the Registrant and its officers
and directors. The Registrant will attempt to resolve such conflicts of interest
in favor of the Registrant by carefully  reviewing each proposed  transaction to
determine its fairness to the  Registrant and its  shareholders  and whether the
proposed terms of the transaction are at least as favorable as those which could
be  obtained  from  independent  sources.  The  officers  and  directors  of the
Registrant are  accountable to it and its  shareholders  as  fiduciaries,  which
requires that such  officers and directors  exercise good faith and integrity in
handling the Registrant's  affairs. A shareholder may be able to institute legal
action on behalf of the  Registrant  or on behalf of itself and other  similarly
situated  shareholders  to recover  damages or for other  relief in cases of the
resolution of conflicts is in any manner prejudicial to the Registrant.

ITEM 13.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K.

a. Exhibits

  Exhibit      Description
  Number
3.2  Certificate of Amendment to Articles of Incorporation, dated April 22, 2003
     (incorporated by reference to the Form 10-QSB filed on November 24th, 2003)

4.5  Certificate of Designation, dated June 30, 2003 (incorporated by reference
     to the Form 10-QSB filed on November 24th, 2003)

31.1 Certification of Chief Executive Officer pursuant to Securities Exchange
     Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
     Sarbanes-Oxley Act of 2002

31.2 Certification of Chief Financial Officer pursuant to Securities Exchange
     Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
     Sarbanes-Oxley Act of 2002

32   Certification of Chief Executive Officer and Chief Financial Officer
     pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
     the Sarbanes-Oxley Act of 2002



b.  Reports on Form 8-K

None

<page>

ITEM 14:    PRINCIPAL ACCOUNTANT FEES AND
SERVICES

Audit Fees
The aggregate fees billed by the Company's  auditors for  professional  services
rendered  in  connection  with the audit of the  Company's  annual  consolidated
financial  statements for the fiscal years ended December 31, 2005 and 2006 were
$9,750 and approximately $11,000 respectively.

Audit-Related Fees
The  Company's  auditors  did not bill any  additional  fees for  assurance  and
related services that are reasonably  related to the performance of the audit or
review of the Company's financial statements.

Tax Fees
The aggregate fees billed by the Company's  auditors for  professional  services
for tax compliance,  tax advice,  and tax planning were $0 and $0 for the fiscal
years ended December 31, 2005 and 2006.

All Other Fees
The  aggregate  fees billed by the  Company's  auditors for all other  non-audit
services,   such  as  attending  meetings  and  other  miscellaneous   financial
consulting, for the fiscal years ended December 31, 2005 and 2006 were $0 and $0
respectively.

<page>
                                   SIGNATURES


Pursuant to the requirements of Section 13 and 15 (d) of the Securities Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

LIFESPAN INC.
/s/ Stuart Brame
----------------
By: Stuart Brame
CEO/Director
Date: April 12, 2007

/s/ Karl Harz
-------------
By: Karl Harz
CFO/Director
Date: April 12, 2007



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 and on the
dates indicated.


/s/ Stuart Brame
-------------------------------------
Stuart Brame, Director                               Date: April 12, 2007



/s/ William Philip Blase
-------------------------------------
William Philip Blase, Director                        Date: April 12, 2007


/s/ Karl Harz
-------------------------------------
Karl Harz, Director                                   Date: April 12, 2007


/s/ Albert Cook
-------------------------------------
Albert Cook, Director                                 Date: April 12, 2007

/s/ Monty Ormsby
-------------------------------------
Monty Ormsby, Director                               Date: April 12, 2007