GWSN / Gulf West Security Network, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 000-55805 GULF WEST SECURITY NETWORK, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 gwsnnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 000-55805 GULF WEST SECURITY NETWORK, INC. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K ☐ Transition Report on Fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 000-55805 GULF WEST SECURITY NETWORK, INC. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-K ? Transition Report on F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 333-193220 GULF WEST SECURITY NETWORK, INC. (Exact name of

Certificate of Amendment Filed with the State of Nevada on March 29, 2022(5)

EXHIBIT 3.1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2022 (March 29, 2022) Gulf West Security Network, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55805 82-2908492 (State or other jurisdiction (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-K ? Transition Report o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 000-55805 GULF WEST SECURITY NETWORK, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER GULF WEST SECURITY NETWORK, INC. (Exact name of registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 gwsnnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 000-55805 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 000-55805 GULF WEST SECURITY NETWORK, INC. (Exact name

- DEFR14C

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED SCHEDULE 14C (RULE 14C-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Definitive Information Statement ? Confidential, for Use of the

Annual Report - FORM 10-K

10-K 1 gwsn10k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 333-193220 GULF WEST SECURITY

- DEF 14C

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED SCHEDULE 14C (RULE 14C-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Definitive Information Statement ? Confidential, for Use of the

Share Purchase Agreement, dated as of December 21, 2020, by and among the parties named therein.*

EXHIBIT 2.1 SHARE PURCHASE AGREEMENT This Purchase Agreement, dated December 21, 2020, is made by and among Gulf West Security Network, Inc., a Nevada corporation (“Gulf West”), Josephine Brown (“Brown”), and Westech Security and Investigation Inc., a New York corporation (“Westech”). Certain capitalized terms used in this Agreement have the meanings assigned to them in Section 8.1. RECITALS WHERE

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 gwsn8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2020 (December 21, 2020) Gulf West Security Network, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55805 82-2908492 (St

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 000-55805 GULF WEST SECURITY NETWORK, INC. (Exact

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K ☐ Transition Report

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 gwsn8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2020 Gulf West Security Network, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55805 82-2908492 (State or other

Redemption Agreement, dated September 17, 2020

EX-10.1 2 gwsnex101.htm REDEMPTION AGREEMENT EXHIBIT 10.1 REDEMPTION AGREEMENT THIS REDEMPTION AGREEMENT (the “Agreement”) is made and entered into effective September 17, 2020, by and between Sean Cameron Clarke (“Clarke”) and Gulf West Security Network Inc., a Nevada corporation (the “Company”). WHEREAS, the Company currently has a class of Preferred Stock designated as “Series A Convertible Pre

Quarterly Report - FORM 10-Q

10-Q 1 gwsn10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 000-55805 GULF WEST SECURI

- NT 10-Q

NT 10-Q 1 gwsn10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 000-55805 GULF WEST SECURITY NETWORK, INC. (Exact name

GWSN / Gulf West Security Network, Inc. / Kingdom Building, Inc. - SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GULF WEST SECURITY NETWORK, INC. (Name of Company) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 40258R105 (CUSIP Number) Kingdom Building, Inc. 572 Hidden Ridge Court, Encinitas, California 92024 Attention: Ted Haberfield Telephone: (760)-755-2716 Email: ted@k

GWSN / Gulf West Security Network, Inc. 10-K - Annual Report - FORM 10-K

10-K 1 gwsn10k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 333-193220 GULF WEST SECURITY

Letter from Daszkal Bolton LLP to the Securities and Exchange Commission, dated February 20, 2020

EX-16.1 2 gwsnex161.htm LETTER FROM DASZKAL BOLTON EXHIBIT 16.1 February 20, 2020 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 RE: Gulf West Security Network, Inc. Changes in Registrant’s Certifying Accountant We have read the statements of Gulf West Security Network, Inc., pertaining to our firm included under Item 4.01 of Form 8-K dated February 20, 2020 and agree

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 gwsn8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 14, 2020 Gulf West Security Network, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55805 82-2908492 (State or other jurisdic

GWSN / Gulf West Security Network, Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 333-193220 GULF WEST SECURITY NETWORK, INC. (Exact

GWSN / Gulf West Security Network, Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 333-193220 GULF WEST SECURITY NETWORK, INC. (Exact name

GWSN / Gulf West Security Network, Inc. 10-Q/A - Quarterly Report - FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 333-193220 GULF WEST SECURITY NETWORK, INC. (Exact n

EXHIBIT 31.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 333-193220 GULF WEST SECURITY NETWORK, INC. (Exact nam

GWSN / Gulf West Security Network, Inc. NT 10-Q NT 10-Q

NT 10-Q 1 nt10qgwsn03312019.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-193220 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: March 31, 2019 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20

Certificate of Designation for Series A Preferred Stock

Exhibit 3.3

EXHIBIT 31.1

10-K/A 1 f10kagwsn123118.htm FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2018 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 GULF WEST SECURITY NETWORK, INC. (

EXHIBIT 31.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2018 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 GULF WEST SECURITY NETWORK, INC. (Exact name of registrant as specified in its charter) Commiss

Certificate of Designation for Series A Preferred Stock

EX-3.3 2 ex33seriesacertification.htm SERIES A CERTIFICATION Exhibit 3.3

SMFI / Smoofi, Inc. FORM NT 10-K

Proof - nt10knulife2016.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-55805 Cusip Number: (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2018 [ ] Transition Report on Form 10-K [ ] Transition Report on For

Financial Statements and Exhibits

8-K/A 1 gwsn8ka.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2018 GULF WEST SECURITY NETWORK, INC. (Exact name of registrant as specified in its charter) Nevada 333-193220 46-3876675 (State or othe

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2018 Gulf West Security Network, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-193220 46-3876675 (State of Other Jurisdiction (Commission File (IR

SMFI / Smoofi, Inc.

GULF WEST SECURITY NETWORK, INC. Park Tower Building, 4th Floor, Suite 4200-A, 400 East Kaliste Saloom Road Lafayette, LA 70508-8517 (337) 304-4043 November 27, 2018 VIA EMAIL AND EDGAR Charles Eastman - Staff Accountant Terry French - Accountant Branch Chief Gregory Dundas – Attorney Advisor Paul Fischer – Attorney Advisor U.S. Securities & Exchange Commission Division of Corporate Finance Office

SMFI / Smoofi, Inc. QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 333-193220 GULF WEST SECURITY NETWORK, INC. (Exact

SMFI / Smoofi, Inc.

CORRESP 1 filename1.htm GULF WEST SECURITY NETWORK, INC. Park Tower Building, 4th Floor, Suite 4200-A, 400 East Kaliste Saloom Road Lafayette, LA 70508-8517 (337) 304-4043 November 16, 2018 VIA EMAIL AND EDGAR Charles Eastman - Staff Accountant Terry French - Accountant Branch Chief Gregory Dundas – Attorney Advisor Paul Fischer – Attorney Advisor U.S. Securities & Exchange Commission Division of

SMFI / Smoofi, Inc. NT 10-Q

NT 10-Q 1 nt10qgulfwest093018.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-55805 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 2018 [ ] Transition Report on Form 10-K [ ] Transition Report on Fo

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

8-K 1 f8kgulfwest92818.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2018 Gulf West Security Network, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 000-55805 46-3876675 (State of Other

SMFI / Smoofi, Inc. DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary information statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive information statement GULF WEST SECURITY NETWORK, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 f8klouappt.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2018 Gulf West Security Network, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-193220 46-3876675 (State of Other Jurisdic

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 8, 2018 Gulf West Security Network, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-193220 46-3876675 (State of Other Jurisdiction (Commission File (IRS Emp

16.1 Letter from TAAD, LLP

Exhibit 16.1

of Merger and Plan of Reorganization dated August 9, 2019

Exhibit 10.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on August 9, 2018 by and among NuLife Sciences, Inc., a Nevada corporation (“Pubco”), NuLife Acquisition Corporation, a Louisiana corporation and a wholly-owned subsidiary of Pubco (“Merger Sub”), and LJR Security Services, Inc., a Louisiana co

Waiver of Closing Conditions

EX-10.2 3 ex102waiver.htm WAIVER OF CONDITIONS TO CLOSING Exhibit 10.2 WAIVER OF CONDITIONS TO CLOSING WHEREAS, On August 9, 2018, the Board of Directors of Gulf West Security Network, Inc., fka NuLife Sciences, Inc. (the “Company”) approved the merger (the “Merger”), through its wholly-owned subsidiary NuLife Acquisition Corp. (“NuLife Sub”), and that certain Agreement of Merger and Plan of Reorg

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2018 Gulf West Security Network, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-193220 46-3876675 (State of Other Jurisdiction (Commission File (IRS Emp

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 f8knulf10518.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2018 Gulf West Security Network, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-193220 46-3876675 (State of Other Jur

SMFI / Smoofi, Inc. PRE 14C

PRE 14C 1 pre14cmyli092118.htm PRE 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary information statement ☐ Confidential, for use of the Commission only (as permit

Certificate of Designation for Series D Preferred Stock (1)

Exhibit 3(iv)

Certificate of Designation for Series C Preferred Stock (1)

Exhibit 3(iii)

Amended and Restated Articles of Incorporation (1)

EX-3.1 2 ex3iarticlesrestatement.htm AMENDED AND RESTATED ARTICLES OF INCORPORATION Exhibit 3(i) Amended and Restated Articles of Incorporation of Gulf West Security Network, Inc. 1. The corporation was originally incorporated under the name of SmooFi, Inc., and the original Articles of Incorporation of the corporation were filed with the Secretary of State of Nevada on October 15, 2013. 2. Pursua

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2018 Gulf West Security Network, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-193220 46-3876675 (State of Other Jurisdiction (Commission File (IRS E

Amended and Restated By-Laws (1)

Exhibit 3(ii) AMENDED AND RESTATED BYLAWS OF GULF WEST SECURITY NETWORK, INC. a Nevada corporation AMENDED AND RESTATED BYLAWS OF GULF WEST SECURITY NETWORK, INC. a Nevada corporation ARTICLE I OFFICES 1 Section 1. Principal Office 1 Section 2. Other Offices 1 ARTICLE II DIRECTORS - MANAGEMENT 1 Section 1. Powers, Standard of Care 1 Section 2. Number and Qualification of Directors 2 Section 3. Ele

SMFI / Smoofi, Inc. QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54163 NuLife Scienc

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2018 NuLife Sciences, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-193220 46-3876675 (State of Other Jurisdiction (Commission File

Agreement of Merger and Plan of Reorganization dated August 9, 2019.

Exhibit 10.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on August 9, 2018 by and among NuLife Sciences, Inc., a Nevada corporation (“Pubco”), NuLife Acquisition Corporation, a Louisiana corporation and a wholly-owned subsidiary of Pubco (“Merger Sub”), and LJR Security Services, Inc., a Louisiana co

NuLife Announces Merger Agreement with Two Louisiana Electronic Security Firms

Exhibit 99.1 NuLife Announces Merger Agreement with Two Louisiana Electronic Security Firms Press Release |08/09/2018 NEWPORT BEACH, Calif., Aug. 09, 2018 (GLOBE NEWSWIRE) - NuLife Sciences, Inc. (OTCQB: “NULF”) announced today that it has entered into a definitive merger agreement to acquire LJR Security Services, Inc. (“LJR”) and Gulf West Security Network, Inc. (“Gulf West”), a wholly-owned sub

NuLife Announces Merger Agreement with Two Louisiana Electronic Security Firms

Exhibit 99.1 NuLife Announces Merger Agreement with Two Louisiana Electronic Security Firms Press Release |08/09/2018 NEWPORT BEACH, Calif., Aug. 09, 2018 (GLOBE NEWSWIRE) - NuLife Sciences, Inc. (OTCQB: “NULF”) announced today that it has entered into a definitive merger agreement to acquire LJR Security Services, Inc. (“LJR”) and Gulf West Security Network, Inc. (“Gulf West”), a wholly-owned sub

Agreement of Merger and Plan of Reorganization dated August 9, 2019.

Exhibit 10.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on August 9, 2018 by and among NuLife Sciences, Inc., a Nevada corporation (“Pubco”), NuLife Acquisition Corporation, a Louisiana corporation and a wholly-owned subsidiary of Pubco (“Merger Sub”), and LJR Security Services, Inc., a Louisiana co

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2018 NuLife Sciences, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-193220 46-3876675 (State of Other Jurisdiction (Commission File

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Changes in Control of Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2018 NuLife Sciences, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-193220 46-3876675 (State of Other Jurisdiction (Commission File (IRS Employer of Inc

NuLife Announces Merger Agreement with Two Louisiana Electronic Security Firms

Exhibit 99.1 NuLife Announces Merger Agreement with Two Louisiana Electronic Security Firms NEWPORT BEACH, Calif., Aug. 09, 2018 (GLOBE NEWSWIRE) - NuLife Sciences, Inc. (OTCQB: “NULF”) announced today that it has entered into a definitive merger agreement to acquire LJR Security Services, Inc. (“LJR”) and Gulf West Security Network, Inc. (“Gulf West”), a wholly-owned subsidiary of LJR. Pursuant t

SMFI / Smoofi, Inc. NT 10-Q

NT 10-Q 1 nt10qnulife063018.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-55805 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June 30, 2018 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F

SMFI / Smoofi, Inc. FORM 10-Q/A-1 (Quarterly Report)

10-Q/A 1 f10qa1nulf033118.htm FORM 10-Q/A-1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transiti

Exhibit 31.1

10-Q 1 f10qnulf033118.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

SMFI / Smoofi, Inc. NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-55805 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: March 31, 2018 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ]

SMFI / Smoofi, Inc. FORM 10-Q/A (Quarterly Report)

10-Q/A 1 f10qanulf12312017.htm FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transi

SMFI / Smoofi, Inc. FORM 10-K/A-1 (Annual Report)

10-K/A 1 f10kanulf093017.htm FORM 10-K/A-1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended September 30, 2017 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 NULIFE SCIENCES, INC. (Exact na

EXHIBIT 31

10-Q 1 f10qnulf12312017.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commi

EXHIBIT 31.1

10-K 1 f10knulf093017.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended September 30, 2017 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 NULIFE SCIENCES, INC. (Exact name of registrant as specifi

SMFI / Smoofi, Inc. NT 10-Q

NT 10-Q 1 nt10qnulife123117.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-193220 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2017 [ ] Transition Report on Form 10-K [ ] Transition Report on Form

SMFI / Smoofi, Inc. NT 10-K

Proof - nt10knulife2016.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-55805 Cusip Number: (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 2017 [ ] Transition Report on Form 10-K [ ] Transition Report on Fo

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

8-K 1 f8knulf122617.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2017 NuLife Sciences, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-193220 46-3876675 (State of Other Jurisdiction (

Other Events

8-K 1 f8knulf102517.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2017 NuLife Sciences, Inc. (Exact Name of Registrant as Specified in Charter) Nevada (State of Other Jurisdiction of Incorporation) 333-19

Settlement and Release, dated as of October 24, 2017 among NuLife Sciences Inc. and Duplitrans Inc.

EX-10.1 2 ex101settlementagmnt.htm SETTLEMENT AND RELEASE AGREEMENT Exhibit 10.1 SETTLEMENT AND RELEASE AGREEMENT This Settlement and Release Agreement (the "Agreement") is entered into effective as of the 24th day of October, 2017 by and between Duplitrans, Inc., a Texas corporation ("DUPLITRANS"), and NuLife Sciences, Inc., a Nevada corporation ("NULIFE"), and collectively referred to hereinafte

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 f8knulf102417.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2017 NuLife Sciences, Inc. (Exact Name of Registrant as Specified in Charter) Nevada (State of Other Jurisdiction of Incorporation) 333-19

Smoofi FORM 10-K/A (Annual Report)

10-K/A 1 f10ka2nulife112817.htm FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 2) (Mark One) ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended September 30, 2016 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 NULIFE SCIENCES, INC. (Exact n

Convertible Promissory Note issued to Kingdom Building, Inc.

Exhibit 4.1 NEITHER THE ISSUANCE OF THIS CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES INTO WHICH THIS NOTE MAY CONVERT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT F

Convertible Promissory Note issued to Matthew Hayden

Exhibit 4.2 NEITHER THE ISSUANCE OF THIS CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES INTO WHICH THIS NOTE MAY CONVERT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT F

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 f8knulf082017.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2017 NuLife Sciences, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-193220 46-3876675 (State of Other Jurisdiction (Comm

Convertible Promissory Note issued to First Fire Global Opportunities Fund, LLC

Exhibit 43 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR APPLICABLE STATE SECURITIES LAWS.

Securities Purchase Agreement between NuLife Sciences, Inc. and First Fire Global Opportunities Fund, LLC

Exhibit 10.4 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of September 12, 2017, by and between NuLife Sciences, Inc. , a Nevada corporation, with headquarters located at 2618 San Miguel, Suite 203, Newport Beach, California 92660 (the ?Company?), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at

Settlement Agreement between NuLife Sciences, Inc. and Sean Clarke

Exhibit 10.3 SETTLEMENT, GENERAL RELEASE AND CONVERSION AGREEMENT THIS SETTLEMENT, GENERAL RELEASE AND CONVERSION AGREEMENT (the ?Agreement?) is made and entered into on July 20, 2017, by and among Sean Clarke, a resident of the state of California, County of Orange (?Clarke ?) and NuLife Sciences Inc., a Nevada corporation (the ?Company?). The Company and Clarke are collectively referred to as th

Form of Note Agreement (2)

Exhibit 10.2 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this “Agreement”) is made and entered into as of the 23rd day of August 2017, by and between NuLife Sciences Inc., a Nevada corporation (“Seller”) and Matthew Hayden (“Purchaser”), collectively referred to herein as the “Parties” or individually as a “Party”. W I T N E S S E T H: WHEREAS, the Seller desires to sell a promissory not

Note Purchase Agreement between NuLife Sciences, Inc. and Kingdom Building, Inc.

Exhibit 10.1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this ?Agreement?) is made and entered into as of the 14th day of August 2017, by and between NuLife Sciences Inc., a Nevada corporation (?Seller?) and Kingdom Building, Inc. (?Purchaser?), collectively referred to herein as the ?Parties? or individually as a ?Party?. WITNESSETH: WHEREAS, the Seller desires to sell a promissory note

Smoofi FORM S-8 AMENDMENT NO. 1

S-8 POS 1 s8anulife082217.htm FORM S-8 AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT Under the Securities Act of 1933 NULIFE SCIENCES, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 46-3876675 (State or other Jurisdiction of Incorporation or Organization) (IRS Employer Iden

Smoofi FORM 10-Q/A (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000

Exhibit 10.1

S-8 1 s8nulife081517.htm FORM S-8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 Registration Statement Under the Securities Act of 1933 NULIFE SCIENCES, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 46-3876675 (State or other Jurisdiction of Incorporation or Organization) (IRS Employer Identification No.) 1031 Calle Recodo, Suite B, San Clement

NuLife Sciences, Inc. 2017 Equity Incentive Plan

EX-10.1 3 ex101equityincentiveplan.htm EQUITY INCENTIVE PLAN Exhibit 10.1 NULIFE SCIENCES, INC. 2017 EQUITY INCENTIVE PLAN 1. Purpose. The purposes of this 2017 Equity Incentive Plan (the "Plan") are to encourage selected employees, officers, directors and consultants of, and other individuals providing services to, NuLife Sciences, Inc. and its subsidiaries (collectively, the “Company”), to acqui

Exhibit 31.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54163 NuLife Scienc

Smoofi FORM NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-193220 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June 30, 2017 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ]

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2017 NuLife Sciences, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-193220 46-3876675 (State of Other Jurisdiction (Commission File (IRS Employer of Inco

Stock Purchase Agreement dated June 26, 2016 between NuLife Sciences, Inc. and Power Up Lending Group LTD

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of June 26, 2017, by and between NuLife Sciences, Inc., a Nevada corporation, with its address at 2618 San Miguel, Suite 203, Newport Beach, CA 92660 (the ?Company?), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 110

Convertible Promissory Note issued by NuLife Sciences, Inc.

EX-10.2 3 ex102convertiblenote.htm CONVERTIBLE NOTE Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q/A 1 xbrlnulife033117.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commis

Smoofi FORM 8-A 12(G)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 NULIFE SCIENCES, INC. (Exact name of registrant as specified in its charter) Nevada 46-3876675 (State of incorporation or organization) (I.R.S. Employer Identification No.) 2618 San Migual, Suite 2

Exhibit 31.1

10-Q 1 f10qnulife033117.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi

Option Agreement between NuLife Sciences, Inc. and John Hollister

EX-10.2 3 ex102hollisteroptionagmnt.htm OPTION AGREEMENT Exhibit 10.2 OPTION AGREEMENT THIS OPTION AGREEMENT (“Option”) is entered into effective this 15th day of May, 2017, by and between John Hollister, an individual residing in Los Angeles County, California (“Optionee”) and NuLife Sciences Inc., a publicly held Nevada corporation (the “Company”). WHEREAS, the Company and Optionee are parties t

Employment Agreement between NuLife Sciences, Inc. and John Hollister

EX-10.1 2 ex101hollisteragmnt.htm EMPLOYMENT AGREEMENT Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is by and between John Hollister, an individual residing in Los Angeles County, California ("Executive") and NuLife Sciences Inc., formerly SmooFi Inc., a Nevada corporation (the “Company”) made this 26th day of January, 2017, the first day of the Initial Term, as de

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 f8knulife051717.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2017 NuLife Sciences, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-193220 46-3876675 (State of Other Jurisdiction (Com

Smoofi FORM NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-193220 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: March 31, 2017 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [

10.1 Advisory Agreement between NuLife Sciences, Inc. and Global Business Strategies, Inc.

EX-10.1 2 ex101advisoryagmnt.htm ADVISORY AGREEMENT Exhibit 10.1 ADVISORY AGREEMENT This ADVISORY AGREEMENT (the “Agreement”) is made this 28th day of February, 2017 by and between by and between Global Business Strategies Inc., a Nevada corporation ("Advisor") and NuLife Sciences Inc., a Nevada corporation (the “Company”), with an effective date of January 5, 2017 the day the Services were first

10.6 Debt Conversion Agreement between NuLife Sciences, Inc. and MZHCI, LLC

EX-10.6 7 ex106debtconversionmzhci.htm DEBT CONVERSION AGREEMENT NULIFE AND SEAN CLARKE Exhibit 10.6 DEBT CONVERSION AGREEMENT This Agreement is entered into this 20th day of January, 2017 (the “Effective Date”), by and between NuLife Sciences, Inc., a Nevada corporation (the "Company") and MZHCI, LLC (the “Holder”). Company and Holder are referred to individually as a “Party” and collectively as

10.5 Stock Purchase Agreement between Sean Clarke and Eurasia Finance & Development Corp.

EX-10.5 6 ex105spaeurasia.htm STOCK PURCHASE AGREEMENT BETWEEN SEAN CLARKE AND EURASIA FINANCE & DEVELOPMENT CORP. Exhibit 10.5 STOCK PURCHASE AGREEMENT THE STOCK PURCHASE AGREEMENT (“Agreement”) is made and entered into in duplicate this 28th day of February, 2017, by and between Sean Clarke, a resident of Orange County, California (“Seller”) and Eurasia Finance & Development Corp., a California

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 f8knulife022817.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2017 NuLife Sciences, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-193220 46-3876675 (State of Other Jurisdiction (Commiss

10.3 Stock Purchase Agreement between Sean Clarke and Kircher Family Foundation

EX-10.3 4 ex103spaclarkekircher.htm STOCK PURCHASE AGREEMENT BETWEEN SEAN CLARKE AND KIRCHER FAMILY FOUNDATION Exhibit 10.3 STOCK PURCHASE AGREEMENT THE STOCK PURCHASE AGREEMENT (“Agreement”) is made and entered into in duplicate this 28th day of February, 2017, by and between Sean Clarke, a resident of Orange County, California (“Seller”) and the Kircher Family Foundation (“Purchaser”). A. The Se

10.2 Stock Purchase Agreement between Sean Clarke and Steve Strasser

EX-10.2 3 ex102spaclarkestrasser.htm STOCK PURCHASE AGREEMENT BETWEEN SEAN CLARKE AND STEVE STRASSER Exhibit 10.2 STOCK PURCHASE AGREEMENT THE STOCK PURCHASE AGREEMENT (“Agreement”) is made and entered into in duplicate this 28th day of February, 2017, by and between Sean Clarke, a resident of Orange County, California (“Seller”) and Steve Strasser, an individual residing in Salt Lake County, Utah

10.4 Stock Purchase Agreement between Sean Clarke and Kircher Family Trust

Exhibit 10.4 STOCK PURCHASE AGREEMENT THE STOCK PURCHASE AGREEMENT (?Agreement?) is made and entered into in duplicate this 28th day of February, 2017, by and between Sean Clarke, a resident of Orange County, California (?Seller?) and the Kircher Family Trust (?Purchaser?). A. The Seller owns and desires to sell certain shares of common stock NuLife Sciences Inc., a Nevada corporation (the ?Compan

Amended and Restated Articles of Incorporation of NuLife Sciences, Inc.

Exhibit 3.1 Amended and Restated Articles of Incorporation of SmooFi Inc. 1. The name of the corporation is hereby being changed in this restatement to NuLife Sciences, Inc. It was originally incorporated under the name of SmooFi, Inc., and the original Articles of Incorporation of the corporation were filed with the Secretary of State of Nevada on October 15, 2013. 2. Pursuant to Chapter 78, Titl

Amended and Restated Bylaws of NuLife Sciences, Inc.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF SMOOFI INC. a Nevada corporation AMENDED AND RESTATED BYLAWS OF SMOOFI INC. a Nevada corporation ARTICLE I OFFICES 1 Section 1. Principal Office 1 Section 2. Other Offices 1 ARTICLE II DIRECTORS - MANAGEMENT 1 Section 1. Powers, Standard of Care 1 Section 2. Number and Qualification of Directors 2 Section 3. Election and Term of Office of Directors 2 Sect

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2016 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54163 NuLife Sc

Smoofi FORM 8-K/A (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2017 NuLife Sciences, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-193220 46-3876675 (State of Other Jurisdiction (Commission File (IRS Employer of

Smoofi FORM NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-193220 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2016 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark One) ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended September 30, 2016 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 NULIFE SCIENCES, INC. (Exact name of registrant as specified in its charte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended September 30, 2016 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 NULIFE SCIENCES, INC. (Exact name of registrant as specified in its charter) Commission file n

Form of Note Agreement

Exhibit 10.1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this ?Agreement?) is made and entered into as of the day of 20, by and between ., a corporation (?Seller?) and (?Purchaser?), collectively referred to herein as the ?Parties? or individually as a ?Party?. WITNESSETH: WHEREAS, the Seller desires to sell a promissory note in the principal amount of Dollars ($) to the Purchaser, and t

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 f8knulife1617.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2016 NuLife Sciences, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-193220 46-3876675 (State of Other Jurisdiction (

Asset Purchase Agreement between NuLife Sciences, Inc. and GandTex, LLC

Exhibit 10.1 ASSET PURCHASE AGREEMENT BETWEEN SMOOFI, INC. and its subsidiaries AND GANDTEX, INC. October 3, 2016 ASSET PURCHASE AGREEMENT This asset Purchase Agreement (this "Agreement") is entered into effective as of October 3, 2016, by and between SmooFi, Inc., a Nevada corporation ("SMFI"), through its subsidiary ('SMFI SUB"), and Gandtex, LLC, a Texas Limited Liability Company ("GANDTEX"). S

Note Purchase Agreement between NuLife Sciences, Inc. and Brett Conrad TR FBO Conrad Group

EX-10.2 8 ex102notepurchaseconrad.htm CONRAD NOTE PURCHASE AGREEMENT Exhibit 10.2 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this “Agreement”) is made and entered into as of the 22nd day of December 2016, by and between NuLife Sciences Inc., a Nevada corporation (“Seller”) and Brett Conrad TR fbo Conrad Group (“Purchaser”), collectively referred to herein as the “Parties” or individuall

Convertible Promissory Note issued to Ash Management, Inc.

EX-4.5 6 ex45ashpromissorynote.htm ASH CONVERTIBLE NOTE Exhibit 4.5 NEITHER THE ISSUANCE OF THIS CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES INTO WHICH THIS NOTE MAY CONVERT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN

Convertible Promissory Note issued to Postcard Capital Group

EX-4.4 5 ex44postcardpromissorynote.htm POSTCARD CAPITAL CONVERTIBLE NOTE Exhibit 4.4 NEITHER THE ISSUANCE OF THIS CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES INTO WHICH THIS NOTE MAY CONVERT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED O

Convertible Promissory Note issued to Brett Conrad TR FBO Conrad Group

Exhibit 4.2 NEITHER THE ISSUANCE OF THIS CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES INTO WHICH THIS NOTE MAY CONVERT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT F

Convertible Promissory Note issued to Nicholas Halsey

EX-4.3 4 ex43halseypromissorynote.htm HALSEY CONVERTIBLE NOTE Exhibit 4.3 NEITHER THE ISSUANCE OF THIS CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES INTO WHICH THIS NOTE MAY CONVERT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (

Note Purchase Agreement between NuLife Sciences, Inc. and Nicholas Halsey

Exhibit 10.3 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this ?Agreement?) is made and entered into as of the 20th day of December 2016, by and between NuLife Sciences Inc., a Nevada corporation (?Seller?) and Nicholas Halsey (?Purchaser?), collectively referred to herein as the ?Parties? or individually as a ?Party?. WITNESSETH: WHEREAS, the Seller desires to sell a promissory note in t

Note Purchase Agreement between NuLife Sciences, Inc. and Equity Trust Company as custodian fbo Gideon Bernstein IRA Account 200185952

EX-10.1 7 ex101notepurchase.htm BERNSTEIN NOTE PURCHASE AGREEMENT Exhibit 10.1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this “Agreement”) is made and entered into as of the 19th day of December 2016, by and between NuLife Sciences Inc., a Nevada corporation (“Seller”) and Equity Trust Company as custodian fbo Gideon Bernstein IRA (“Purchaser”), collectively referred to herein as the “

Convertible Promissory Note issued to Equity Trust Company as custodian fbo Gideon Bernstein IRA

Exhibit 4.1 NEITHER THE ISSUANCE OF THIS CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES INTO WHICH THIS NOTE MAY CONVERT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT F

Smoofi FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2016 NuLife Sciences, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-193220 46-3876675 (State of Other Jurisdiction (Commission File (IRS Employer of

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K/A 1 f8kanulife111516.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment no. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2016 NuLife Sciences, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-193220 46-3876675 (St

Note Purchase Agreement between NuLife Sciences, Inc. and Postcard Capital Group

EX-10.4 10 ex104notepurchasepostcard.htm POSTCARD CAPITAL NOTE PURCHASE AGREEMENT Exhibit 10.4 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this “Agreement”) is made and entered into as of the 19th day of December 2016, by and between NuLife Sciences Inc., a Nevada corporation (“Seller”) and Postcard Capital Group (“Purchaser”), collectively referred to herein as the “Parties” or individu

Note Purchase Agreement between NuLife Sciences, Inc. and Ash Management, Inc.

Exhibit 10.5 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this ?Agreement?) is made and entered into as of the 14th day of December 2016, by and between NuLife Sciences Inc., a Nevada corporation (?Seller?) and Ash Management, Inc. (?Purchaser?), collectively referred to herein as the ?Parties? or individually as a ?Party?. WITNESSETH: WHEREAS, the Seller desires to sell a promissory note

Smoofi FORM NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-193220 (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 2016 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-

Exhibit 10.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2016 NuLife Sciences, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-193220 46-3876675 (State of Other Jurisdiction (Commission File (IRS Employer of

Note Purchase Agreement dated December 3, 2016, between NuLife Sciences, Inc. and Douglas Edward Hansen

Exhibit 10.7 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this ?Agreement?) is made and entered into as of the 3rd day of December 2016, by and between NuLife Sciences Inc., a Nevada corporation (?Seller?) and Douglas Edward Hansen, an individual residing in Los Angeles County, California or his assigns (?Purchaser?), collectively referred to herein as the ?Parties? or individually as a ?

Convertible Promissory Note issued to Yarborough Family Trust Dated 07/19/1974, Mary Carol Yarborough, Trustee, dated December 3, 2016

Exhibit 4.6 NEITHER THE ISSUANCE OF THIS CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES INTO WHICH THIS NOTE MAY CONVERT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT F

Convertible Promissory Note issued to Tidwell Family Trust, dated December 3, 2016

Exhibit 4.8 NEITHER THE ISSUANCE OF THIS CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES INTO WHICH THIS NOTE MAY CONVERT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT F

Convertible Promissory Note issued to Douglas Edward Hansen, dated December 3, 2016

EX-4.7 8 ex47hansenpromissorynote.htm CONVERTIBLE PROMISSORY NOTE DOUGLAS EDWARD HANSEN Exhibit 4.7 NEITHER THE ISSUANCE OF THIS CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES INTO WHICH THIS NOTE MAY CONVERT MAY NOT BE OFFERED FOR SALE, SOLD,

Convertible Promissory Note issued to Steven S. Jones Trust, Dated 02/13/2004, dated December 3, 2016

Exhibit 4.3 NEITHER THE ISSUANCE OF THIS CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES INTO WHICH THIS NOTE MAY CONVERT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT F

Note Purchase Agreement dated December 3, 2016, between NuLife Sciences, Inc. and Blue Earth Fund LP

Exhibit 10.4 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this ?Agreement?) is made and entered into as of the 3rd day of December 2016, by and between NuLife Sciences Inc., a Nevada corporation (?Seller?) and Blue Earth Fund LP, an entity in Los Angeles County, California or his assigns (?Purchaser?), collectively referred to herein as the ?Parties? or individually as a ?Party?. WITNESSE

Note Purchase Agreement dated December 3, 2016, between NuLife Sciences, Inc. and Steven H. Jones Trustee, Steve & Stacy Jones Children's Irrevocable Trust U/A Dated 12/28/2012

EX-10.2 11 ex102npajones.htm NOTE PURCHASE AGREEMENT STEVEN H. JONES Exhibit 10.2 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this “Agreement”) is made and entered into as of the 3rd day of December 2016, by and between NuLife Sciences Inc., a Nevada corporation (“Seller”) and Steven H. Jones Trustee, Steve & Stacy Jones Children’s Irrevocable trust U/A Dated 12/28/2012 (“Purchaser”), co

Note Purchase Agreement dated November 18, 2016, between NuLife Sciences, Inc. and Lance Paul Petit

Exhibit 10.1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this “Agreement”) is made and entered into as of the 3rd day of December 2016, by and between NuLife Sciences Inc., a Nevada corporation (“Seller”) and Lance Paul Petit, an individual residing in San Diego County, California or his assigns (“Purchaser”), collectively referred to herein as the “Parties” or individually as a “Party”.

Convertible Promissory Note issued to Lance Paul Petit, dated November 18, 2016

Exhibit 4.1 NEITHER THE ISSUANCE OF THIS CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES INTO WHICH THIS NOTE MAY CONVERT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT F

Exhibit 10.9

EX-10.9 18 ex109optionagreement.htm OPTION AGREEMENT FRED S. LUKE Exhibit 10.9 NON-STATUTORY OPTION AGREEMENT THIS NON-STATUTORY OPTION AGREEMENT ("Option") is entered into effective the 15th day of November 2016, by and between Fred G. Luke, a natural person residing in Orange County California ("Optionee") and NuLife Sciences Inc. Inc., a publicly held Nevada corporation (the "Company"). WHEREAS

Note Purchase Agreement dated December 3, 2016, between NuLife Sciences, Inc. and Steven S. Jones Trust, Dated 02/13/2004

Exhibit 10.3 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this ?Agreement?) is made and entered into as of the 3rd day of December 2016, by and between NuLife Sciences Inc., a Nevada corporation (?Seller?) and Steve S. Jones Trust Dated 02/13/2004 (?Purchaser?), collectively referred to herein as the ?Parties? or individually as a ?Party?. WITNESSETH: WHEREAS, the Seller desires to sell a

Convertible Promissory Note issued to Steven H. Jones Trustee, Steve & Stacy Jones Children's Irrevocable Trust U/A Dated 12/28/2012, dated December 3, 2016

Exhibit 4.2 NEITHER THE ISSUANCE OF THIS CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES INTO WHICH THIS NOTE MAY CONVERT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT F

Convertible Promissory Note issued to G BERNSTEIN & J PEPPER TTEE BERNSTEIN FAMILY TRUST U/A DTD 12/17/10, dated December 3, 2016

EX-4.5 6 ex45bernsteinpromissorynote.htm CONVERTIBLE PROMISSORY NOTE G BERNSTEIN Y J PEPPER TRUST Exhibit 4.5 NEITHER THE ISSUANCE OF THIS CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES INTO WHICH THIS NOTE MAY CONVERT MAY NOT BE OFFERED FOR S

Convertible Promissory Note issued to Blue Earth Fund LP, dated December 3, 2016

Exhibit 4.4 NEITHER THE ISSUANCE OF THIS CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES INTO WHICH THIS NOTE MAY CONVERT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT F

Note Purchase Agreement dated December 3, 2016, between NuLife Sciences, Inc. and Yarborough Family Trust Dated 07/19/1974, Mary Carol Yarborough, Trustee

Exhibit 10.6 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this “Agreement”) is made and entered into as of the 3rd day of December 2016, by and between NuLife Sciences Inc., a Nevada corporation (“Seller”) and Yarbrough Family Trust Dated 07/19/1974, Mary Carol Yarbrough Trustee, an entity in Orange County, California or his assigns (“Purchaser”), collectively referred to herein as the “P

Note Purchase Agreement dated December 3, 2016, between NuLife Sciences, Inc. and G BERNSTEIN & J PEPPER TTEE BERNSTEIN FAMILY TRUST U/A DTD 12/17/10

Exhibit 10.5 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this ?Agreement?) is made and entered into as of the 3rd day of December 2016, by and between NuLife Sciences Inc., a Nevada corporation (?Seller?) and G BERNSTEIN & J PEPPER TTEE BERNSTEIN FAMILY TRUST U/A DTD 12/17/2010, an entity in Orange County, California or his assigns (?Purchaser?), collectively referred to herein as the ?P

Note Purchase Agreement dated December 3, 2016, between NuLife Sciences, Inc. and Tidwell Family Trust

Exhibit 10.8 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this ?Agreement?) is made and entered into as of the 3rd day of December 2016, by and between NuLife Sciences Inc., a Nevada corporation (?Seller?) and Tidwell Family Trustee (?Purchaser?), collectively referred to herein as the ?Parties? or individually as a ?Party?. WITNESSETH: WHEREAS, the Seller desires to sell a promissory not

Smoofi DEF 14C

DEF 14C 1 def14cnulife12716.htm DEF 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary information statement ☐ Confidential, for use of the Commission only (as permi

Smoofi PRE 14C

PRE 14C 1 pre14cnulife111516.htm PRE 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary information statement □ Confidential, for use of the Commission only (as perm

Convertible Promissory Note issued to Douglas S. Kircher, dated October 11, 2016

Exhibit 10.4 NEITHER THE ISSUANCE OF THIS CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES INTO WHICH THIS NOTE MAY CONVERT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT

Articles of Incorporation of NuLife Technologies, Inc

Exhibit 3(iii) ARTICLE OF INCORPORATION OF NULIFE TECHNOLOGIES INC FIRST: The name of the Corporation is NuLife Technologies Inc.

Series A Certificate of Designation to the Articles of Incorporation of NuLife Sciences, Inc.

Exhibit 3(v) CERTIFICATE OF DESIGNATION OF THE RIGHTS, PRIVILEGES, PREFERRENCES AND RESTRICTIONS OF SERIES A CONVERTIBLE PREFERRED STOCK OF NULIFE SCIENCES INC.

Exhibit 10.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2016 NuLife Sciences, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-193220 46-3876675 (State of Other Jurisdiction (Commission File (IRS Employer of I

Convertible Promissory Note issued to Kircher Family Irrevocable Trust, dated October 11, 2016

Exhibit 10.5 NEITHER THE ISSUANCE OF THIS CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES INTO WHICH THIS NOTE MAY CONVERT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT

Note Purchase Agreement dated September 27, 2016, between the Company and Douglas S. Kircher;

Exhibit 10.1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this ?Agreement?) is made and entered into as of the 27st day of September 2016, by and between SmooFi, Inc., a Nevada corporation (?Seller?) and Douglas S. Kircher, an individual residing in California or his assigns (?Purchaser?), collectively referred to herein as the ?Parties? or individually as a ?Party?. W I T N E S S E T H:

Amended and Restated Articles of Incorporation of NuLife Sciences, Inc.

Exhibit 3(i) Amended and Restated Articles of Incorporation of SmooFi Inc. 1. The name of the corporation is hereby being changed in this restatement to NuLife Sciences, Inc. It was originally incorporated under the name of SmooFi, Inc., and the original Articles of Incorporation of the corporation were filed with the Secretary of State of Nevada on October 15, 2013. 2. Pursuant to Chapter 78, Tit

Amended and Restated Bylaws of NuLife Sciences, Inc.

Exhibit 3(iv) AMENDED AND RESTATED BYLAWS OF SMOOFI INC. a Nevada corporation AMENDED AND RESTATED BYLAWS OF SMOOFI INC. a Nevada corporation ARTICLE I OFFICES 3 Section 1. Principal Office 3 Section 2. Other Offices 3 ARTICLE II DIRECTORS - MANAGEMENT 3 Section 1. Powers, Standard of Care 3 Section 2. Number and Qualification of Directors 4 Section 3. Election and Term of Office of Directors 4 Se

Note Purchase Agreement dated Septemberr 27, 2016

Exhibit 10.2 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this ?Agreement?) is made and entered into as of the 27st day of September 2016, by and between SmooFi, Inc., a Nevada corporation (?Seller?) and Kircher Family Irrevocable Trust FBO Scott W. Kircher u/a dtd 12/29/2004 or its assigns (?Purchaser?), collectively referred to herein as the ?Parties? or individually as a ?Party?. W I T

Convertible Promissory Note issued to Kircher Family Foundation Inc., dated October 11, 2016

Exhibit 10.6 NEITHER THE ISSUANCE OF THIS CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES INTO WHICH THIS NOTE MAY CONVERT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT

Note Purchase Agreement dated September 27, 2016

Exhibit 10.3 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this ?Agreement?) is made and entered into as of the 27th day of September 2016, by and between SmooFi, Inc., a Nevada corporation (?Seller?) and the Kircher Family Foundation Inc., a Foundation organized under the laws of California or its assigns (?Purchaser?), collectively referred to herein as the ?Parties? or individually as a

Articles of Incorporation of NuLife BioMed, Inc.

EX-3 3 ex3iiarticlesnulifebio.htm EXHIBIT 3(II) ARTICLES OF INCORPORATION OF NULIFE BIOMED, INC. Exhibit 3(ii) ARTICLES OF INCORPORATION OF NULIFE BIOMED INC FIRST: The name of the Corporation is NuLife BioMed Inc. SECOND: The address of the Corporation's registered office in the State of Nevada is 3773 Howard Hughes Parkway, Suite 500 S, Las Vegas, Nevada 89169. The name of the Corporation's regi

Series B Certificate of Designation to the Articles of Incorporation of NuLife Sciences, Inc.

Exhibit 3(vi) CERTIFICATE OF DESIGNATION OF THE RIGHTS, PRIVILEGES, PREFERENCES AND RESTRICTIONS OF SERIES B CONVERTIBLE PREFERRED STOCK OF NULIFE SCIENCES INC.

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2016 SMOOFI, INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-193220 46-3876675 (State of Other Jurisdiction (Commission File (IRS Employer of Incorporati

GWSN / Gulf West Security Network, Inc. / Cahill Derek C Passive Investment

SC 13G 1 sc13gcahill093016.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* SMOOFI, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 83268Q204 (CUSIP Number) September 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

10.5 Replacement Convertible Promissory Note issued to Matt Hayden, dated September 2, 2016

EX-10.5 6 ex105hayden.htm CONVERTIBLE NOTE Exhibit 10.5 NEITHER THE ISSUANCE OF THIS CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES INTO WHICH THIS NOTE MAY CONVERT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE

10.3 Note Purchase Agreement dated September 2, 2016, between SmooFi, Inc. and Jonathan Moore

Exhibit 10.3 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this ?Agreement?) is made and entered into as of the 2nd day of September 2016, by and between Smoofi, Inc., a Nevada corporation (?Seller?), Jonathan Moore, an individual residing in Orange County, California, or his assigns (?Purchaser?), collectively referred to herein as the ?Parties? or individually as a ?Party?. W I T N E S S

10.1 Note Purchase Agreement dated September 2, 2016, between SmooFi, Inc. and Jeffrey Moore

Exhibit 10.1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this “Agreement”) is made and entered into as of the 2nd day of September 2016, by and between Smoofi, Inc., a Nevada corporation (“Seller”), and Jeffrey Moore, an individual residing in Orange County, California, or his assigns (“Purchaser”), collectively referred to herein as the “Parties” or individually as a “Party”. W I T N E

10.8 Convertible Promissory Note issued to Jonathan Moore, dated September 2, 2016

Exhibit 10.8 NEITHER THE ISSUANCE OF THIS CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES INTO WHICH THIS NOTE MAY CONVERT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECU

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2016 SMOOFI, INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-193220 46-3876675 (State of Other Jurisdiction (Commission File (IRS Employer of Incorpora

10.6 Convertible Promissory Note issued to Jeffrey Moore, dated September 2, 2016

Exhibit 10.6 NEITHER THE ISSUANCE OF THIS CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES INTO WHICH THIS NOTE MAY CONVERT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECU

10.7 Convertible Promissory Note issued to Matt Moore, dated September 2, 2016

Exhibit 10.7 NEITHER THE ISSUANCE OF THIS CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES INTO WHICH THIS NOTE MAY CONVERT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECU

10.2 Note Purchase Agreement dated September 2, 2016, between SmooFi, Inc. and Matt Moore

Exhibit 10.2 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this ?Agreement?) is made and entered into as of the 2nd day of September 2016, by and between Smoofi, Inc., a Nevada corporation (?Seller?), and Matt D. Moore, an individual residing in Orange County, California, or his assigns (?Purchaser?), collectively referred to herein as the ?Parties? or individually as a ?Party?. W I T N E

10.9 Convertible Promissory Note issued to Wendy Moore, dated September 2, 2016

Exhibit 10.9 NEITHER THE ISSUANCE OF THIS CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES INTO WHICH THIS NOTE MAY CONVERT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECU

10.4 Note Purchase Agreement dated September 2, 2016, between SmooFi, Inc. and Wendy Moore

Exhibit 10.4 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this ?Agreement?) is made and entered into as of the 2nd day of September 2016, by and between Smoofi, Inc., a Nevada corporation (?Seller?), Wendy Moore, an individual residing in Orange County, California, or her assigns (?Purchaser?), collectively referred to herein as the ?Parties? or individually as a ?Party?. W I T N E S S E

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2016 SMOOFI, INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-193220 46-3876675 (State of Other Jurisdiction (Commission File (IRS Employer of Incorporati

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

8-K 1 f8ksmfi82616.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2016 SMOOFI, INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-193220 46-3876675 (State of Other Jurisdiction (Commission F

Smoofi FORM 10-Q (Quarterly Report)

10-Q 1 smfi10q.htm FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-193220 SmooFi, In

Smoofi FORM 10-Q (Quarterly Report)

10-Q 1 smfi10q.htm FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-193220 SmooFi, In

Smoofi NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For the period ended: June 30, 2016 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the transition period ended: Read Instruction (on back page) Before Preparing Form.

Smoofi NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For the period ended: June 30, 2016 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the transition period ended: Read Instruction (on back page) Before Preparing Form.

Smoofi FORM 10-Q (Quarterly Report)

smfi10q.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-193220 SmooFi, Inc. (Exact name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 smfi10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended December 31, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-

Smoofi NT 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For the period ended: December 31, 2015 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the transition period ended: Read Instruction (on back page) Before Preparing Form.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended September 30, 2015 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 SMOOFI, INC. (Exact name of registrant as specified in its charter) Commission file number: 33

Smoofi NT 10-K

smfint10k.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For the period ended: September 30, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTI

10-Q 1 smfi10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-193

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-193220 SmooFi, Inc. (Exact name of registrant

Generex Announces New $11 Million Collaboration on Buccal Cannabis

EX-99.1 2 exhibit991.htm EXHIBIT 99.4 Exhibit 99.1 Generex Announces New $11 Million Collaboration on Buccal Cannabis PR Newswire WORCESTER, Mass. and TORONTO, April 23, 2015 Generex to receive $10M in common stock, a warrant, & $1M in R&D funding WORCESTER, Mass. and TORONTO, April 23, 2015 /PRNewswire/ - Generex Biotechnology Corporation (www.generex.com) (OTCQB: GNBT) today announced that it ha

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) April 23, 2015 SmooFi, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 333-193220 (Commission File Number

Apr 24, 2015

Exhibit 99.2 Apr 24, 2015 OTC Disclosure & News Service - Smoofi Announces Agreement With Licensed Cultivator in Colorado Company to Provide Services to Indoor Recreational Grow Operations Expected to Be One of the Largest in the US SAN CLEMENTE, CA-(Marketwired - April 24, 2015) - Smoofi, Inc. (OTCQB: SMFI) ("Smoofi" or "Company"), a provider of consulting and advisory services to licensed medica

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) April 22, 2015 SmooFi, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 333-193220 (Commission File Number

Smoofi Provides Corporate Update; Appoints Chief Operating Officer to Lead Cannabis Practice

EX-99.1 2 exhibit991.htm EXHIBIT 99.1 PRESS RELEASE APRIL 22, 2015 Exhibit 99.1 Smoofi Provides Corporate Update; Appoints Chief Operating Officer to Lead Cannabis Practice San Clemente, CA – April 22, 2015 – Smoofi, Inc. (OTCQB: SMFI) (“Smoofi” or “Company”) today announced an important update to its operations and corporate strategy. The Company also announced that John E. (“Jack”) Donahue has b

SMOOFI, INC.

SMOOFI, INC. Filed Pursuant to Rule 424(b)(3) Registration No. 333-193220 PROSPECTUS SUPPLEMENT NO. 3 (To Prospectus dated February 24, 2014) This is a prospectus supplement to our prospectus dated February 24, 2014 relating to the resale from time to time by selling stockholders of up to 2,000,000 shares of our common stock. On January 9, 2015, we filed with the Securities and Exchange Commission

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended December 31, 2014 [ ] TRANSITION REPORT PURSUANT TO SECTION 13

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended December 31, 2014 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-193220 SmooFi, Inc. (Exact name of reg

SMOOFI, INC.

424B3 1 smoofiprospectus.htm SMOOFI PROSPECTUS SMOOFI, INC. Filed Pursuant to Rule 424(b)(3) Registration No. 333-193220 PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus dated February 24, 2014) This is a prospectus supplement to our prospectus dated February 24, 2014 relating to the resale from time to time by selling stockholders of up to 2,000,000 shares of our common stock. On December 8, 2014, we f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

10-K 1 smfiform10k140930.htm SMOOFI, INC. FORM 10-K SEPTEMBER 30, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) [ X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended September 30, 2014 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 SMOOFI, INC. (Exac

SMOOFI, INC.

SMOOFI, INC. Filed Pursuant to Rule 424(b)(3) Registration No. 333-193220 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus dated February 24, 2014) This is a prospectus supplement to our prospectus dated February 24, 2014 relating to the resale from time to time by selling stockholders of up to 2,000,000 shares of our common stock. On July 31, 2014, we filed with the Securities and Exchange Commission a

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2014 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 1

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2014 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-193220 SmooFi, Inc. (Exact name of registr

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2014 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2014 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-193220 SmooFi, Inc. (Exact name of regist

PRELIMINARY PROSPECTUS DATED February 24, 2014 SmooFi, Inc. 2,000,000 SHARES COMMON STOCK

Prospectus Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-193220 PRELIMINARY PROSPECTUS DATED February 24, 2014 SmooFi, Inc. 2,000,000 SHARES COMMON STOCK SmooFi, Inc. (“SmooFi” or the “Company”) is offering for sale a maximum of 2,000,000 shares of its common stock at a fixed price of $0.125 per share. There is no minimum number of shares that must be sold by us for the offering

-

SMOOFI, INC. 1031 Calle Recodo, Suite B San Clemente, CA 92673 March 4, 2014 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Larry Spirgel, Division of Corporation Finance Re: SmooFi, Inc. Registration Statement on Form S-1 (File No. 333-193220) Ladies and Gentlemen: We respectfully request acceleration of the effective date of the Re

SMOOFI, INC. ARTICLE I

BYLAWS OF SMOOFI, INC. ARTICLE I OFFICES Section 1.01 Registered Office. The registered office shall be at such address as shall be set forth from time to time in the office of the Secretary of State of the State of Nevada. Section 1.02 Locations of Offices. The corporation may also have offices at such other places both within and without the state of Nevada as the board of directors may from tim

- SMOOFI, INC. FORM S-1 AMENDMENT NO 2 REGISTRATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SmooFi, Inc. (Exact name of registrant as specified in its charter) NEVADA (State or other jurisdiction of incorporation or organization) 7310 (Primary Standard Industrial Classification Code Number) 46-3876675 (I.R.S. Employer Identification Numb

NOTE

EX-10.1 5 formnote101.htm EXHIBIT 10.1 FORM NOTE NOTE U.S. $,000.00 December 10, 2013 FOR VALUE RECEIVED, the undersigned, SmooFi, Inc., a Nevada corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of (the "Lender"), upon demand, the principal sum of U.S. Forty Thousand Dollars ($,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Len

-

CORRESP 1 filename1.htm February 24, 2014 Larry Spirgel United States Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 RE: SmooFi, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed February 7, 2014 File No. 333-193220 Dear Mr. Spirgel, SmooFi, Inc. is pleased to respond to the letter of comment (the “Comment Letter”) transmitted to us by the

EX-3.1

EX-3.1 2 articlesofincorporation31.htm EXHIBIT 3.1 ARTICLES OF INCORPORATION

SmooFi, Inc.

Exhibit 99.1(a) SmooFi, Inc. Subscription Agreement 1. Investment : The undersigned (“Buyer”) subscribes for Shares of Common Stock of SmooFi, Inc (“Company”) at $0.125 per share. Total subscription price ($0.125 times the number of Shares): = $. PLEASE MAKE CHECKS PAYABLE TO: SmooFi, Inc. 2. Investor information : Name (type or print) SSN/EIN/Taxpayer I.D. Address: E-Mail address: Joint Name (typ

SmooFi, Inc. CODE OF BUSINESS ETHICS AND CONDUCT

SmooFi, Inc. CODE OF BUSINESS ETHICS AND CONDUCT Overview Policy Statement SmooFi is committed to complying with all applicable laws and regulations and to adhering to the highest ethical standards in the conduct of its business. This is not just a matter of being a good corporate citizen. It is essential to the long-term interests of our employees and stockholders. SmooFi's business is subject to

SmooFi, Inc.

Exhibit 99.1(a) SmooFi, Inc. Subscription Agreement 1. Investment : The undersigned (“Buyer”) subscribes for Shares of Common Stock of SmooFi, Inc (“Company”) at $0.125 per share. Total subscription price ($0.125 times the number of Shares): = $. PLEASE MAKE CHECKS PAYABLE TO: SmooFi, Inc. 2. Investor information : Name (type or print) SSN/EIN/Taxpayer I.D. Address: E-Mail address: Joint Name (typ

-

February 7, 2014 Larry Spirgel United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

NOTE

NOTE U.S. $,000.00 December 10, 2013 FOR VALUE RECEIVED, the undersigned, SmooFi, Inc., a Nevada corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of (the "Lender"), upon demand, the principal sum of U.S. Forty Thousand Dollars ($,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date h

- SMOOFI, INC. FORM S-1 AMENDMENT NO 1 REGISTRATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SmooFi, Inc. (Exact name of registrant as specified in its charter) NEVADA (State or other jurisdiction of incorporation or organization) 7310 (Primary Standard Industrial Classification Code Number) 46-3876675 (I.R.S. Employer Identification Numb

Code of Ethics (4)

SmooFi, Inc. CODE OF BUSINESS ETHICS AND CONDUCT Overview Policy Statement SmooFi is committed to complying with all applicable laws and regulations and to adhering to the highest ethical standards in the conduct of its business. This is not just a matter of being a good corporate citizen. It is essential to the long-term interests of our employees and stockholders. SmooFi's business is subject to

SMOOFI, INC. ARTICLE I

BYLAWS OF SMOOFI, INC. ARTICLE I OFFICES Section 1.01 Registered Office. The registered office shall be at such address as shall be set forth from time to time in the office of the Secretary of State of the State of Nevada. Section 1.02 Locations of Offices. The corporation may also have offices at such other places both within and without the state of Nevada as the board of directors may from tim

EX-3.1

SmooFi, Inc. CODE OF BUSINESS ETHICS AND CONDUCT

SmooFi, Inc. CODE OF BUSINESS ETHICS AND CONDUCT Overview Policy Statement SmooFi is committed to complying with all applicable laws and regulations and to adhering to the highest ethical standards in the conduct of its business. This is not just a matter of being a good corporate citizen. It is essential to the long-term interests of our employees and stockholders. SmooFi's business is subject to

EX-3.1

EX-3.1 2 articlesofincorporation31.htm EXHIBIT 3.1 ARTICLES OF INCORPORATION

SmooFi, Inc.

Exhibit 99.1(a) SmooFi, Inc. Subscription Agreement 1. Investment : The undersigned (“Buyer”) subscribes for Shares of Common Stock of SmooFi, Inc (“Company”) at $0.125 per share. Total subscription price ($0.125 times the number of Shares): = $. PLEASE MAKE CHECKS PAYABLE TO: SmooFi, Inc. 2. Investor information : Name (type or print) SSN/EIN/Taxpayer I.D. Address: E-Mail address: Joint Name (typ

SMOOFI, INC. ARTICLE I

BYLAWS OF SMOOFI, INC. ARTICLE I OFFICES Section 1.01 Registered Office. The registered office shall be at such address as shall be set forth from time to time in the office of the Secretary of State of the State of Nevada. Section 1.02 Locations of Offices. The corporation may also have offices at such other places both within and without the state of Nevada as the board of directors may from tim

NOTE

NOTE U.S. $,000.00 December 10, 2013 FOR VALUE RECEIVED, the undersigned, SmooFi, Inc., a Nevada corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of (the "Lender"), upon demand, the principal sum of U.S. Forty Thousand Dollars ($,000.00), which constitutes the aggregate principal amount of the Advance (defined below) made by the Lender to the Borrower and outstanding on the date h

Registration Statement - SMOOFI, INC. FORM S-1 REGISTRATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SmooFi, Inc. (Exact name of registrant as specified in its charter) NEVADA (State or other jurisdiction of incorporation or organization) 7310 (Primary Standard Industrial Classification Code Number) 46-3876675 (I.R.S. Employer Identification Number) 1031 Calle R