Form10QSB-A (09-30-05

10QSB/A 1 form10qsba093105.htm FORM10QSB-A (09-30-05 Form10QSB-A (09-30-05

U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB/A

ALPHA NUTRA, INC.

[X]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2005

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

For the transition period from ___________ to _____________

Nevada	000-19644	20-1778374
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)

	2038 Corte Del Nogal, Suite 110
	Carlsbad, CA 92008
	(Address of principal executive offices)

	888-772-1288
	(Issuer’s Telephone Number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No X

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 or the Exchange Act

Yes No X

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes _X_ No ____

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

34,494 common shares outstanding, $0.001 par value, at September 30, 2005

Transitional Small Business Disclosure Format: No

Introduction: This Form 10-QSB/A for the quarterly period ended September 30, 2005 is being filed in order to amend incorrect financial statements in the original filing on Form 10-QSB for the quarterly period ended September 30, 2005.

PART I

ITEM 1. FINANCIAL STATEMENTS

Our financial statements and related notes are located on the “F” pages at the end of this report.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

FORWARD-LOOKING STATEMENTS

The information in this Quarterly Report on Form 10-QSB contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business plans, and expectations. These risks and uncertainties could cause actual results to differ materially from those expressed in forward-looking statements. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance. Forward-looking statements are only predictions. The forward-looking events discussed in this Quarterly Report, the documents to which we refer you, and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties, and assumptions about us. For these statements, we claim the protection of the “bespeaks caution” doctrine. The forward-looking statements speak only as of the date hereof, and we expressly disclaim any obligation to publicly release the results of any revisions to these forward-looking statements to reflect events or circumstances after the date of this filing.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our financial statements requires that we make estimates and assumptions that affect the amounts reported in our financial statements and their accompanying notes. We have identified certain policies that we believe are important to the portrayal of our financial condition and results of operations. These policies require the application of significant judgment by our management. We base our estimates on our historical experience, industry standards, and various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions. An adverse effect on our financial condition, changes in financial condition, and results of operations could occur if circumstances change that alter the various assumptions or conditions used in such estimates or assumptions. Further information on these assumptions and on our accounting policies will be found in the notes to our financial statements contained in this Form 10-Q and in our most recent Current Report on Form 8-K. There have been no significant changes to these policies during the period discussed in this Report on Form 10-QSB.

RISK FACTORS

You should carefully consider the risks described below, as well as the other information in this report, when evaluating our business and future prospects. Should any of the following risks actually occur, our business,

financial condition and results of operations could be seriously harmed. In that event, the market price of our common stock could decline and investors could lose all or a portion of the value of their investment in our common

stock.

Our operating results will vary and there is no guarantee that we will earn a profit. Fluctuations in our operating results may adversely affect the share price of our common stock.

We have experienced losses in the past and may incur losses in the future. Our operating results may fluctuate from year to year due to any of numerous factors described in this report. At times, these fluctuations may be significant. Fluctuations in our operating results may adversely affect the share price of our common stock.

A significant or prolonged economic downturn could have a material adverse effect on our results of operations.

Our sales are effected by the level of consumer demand for our products. A significant or prolonged economic downturn may adversely affect the disposable income of many consumers and may lower demand for the products we produce. A decline in consumer demand due to economic conditions could have a material adverse effect on our revenues and profit margins.

Our industry is highly competitive and we may be unable to compete effectively. Increased competition could adversely affect our financial condition.

The market for our products is highly competitive. Many of our competitors are substantially larger and have greater financial resources and broader name recognition than we do. Our larger competitors may be able to devote greater resources to research and development, marketing and other activities that could provide them with a competitive advantage. Our market has relatively low entry barriers and is highly sensitive to the introduction of new products that may rapidly capture a significant market share. Increased competition could result in price reductions, reduced gross profit margins, or loss of market share, any of which could have a material adverse effect on our financial condition and results of operations. There can be no assurance that we will be able to compete in this intensely competitive environment.

We may not be able to raise additional capital or obtain additional financing if needed.

Our cash from operations may not be sufficient to meet our working capital needs and/or to implement our business strategies. We do not currently have a line of credit or similar financing in place, and there can be no assurance that debt financing can be obtained if needed. In recent years, it has been difficult for companies to raise equity capital due to a variety of factors including the overall poor performance of the stock markets and the economic slowdown in the United States and other countries. Thus, there is no assurance we would be able to raise additional capital if needed. To the extent we do raise additional capital, the ownership position of existing shareholders could be diluted. Similarly, there can be no assurance that additional financing will be available if needed or that it will be available on favorable terms. Our inability to raise additional capital or to obtain additional financing if needed would negatively affect our ability to implement our business strategies and meet our goals. This, in turn, would adversely affect our financial condition and results of operations.

We may not be able to acquire new revenue generating divisions

We have recently sold our two major revenue producing divisions, Avidia Nutrition, Inc. and Lets Talk Health, Inc. We are currently looking to acquire new revenue generating divisions in the nutritional supplement industry. If we cannot acquire these new revenue generating divisions, our revenues will suffer substantially.

We are significantly influenced by our officers, directors and entities affiliated with them.

In the aggregate, ownership of Alpha Nutra, Inc. shares by management, and /or entities affiliated with management, represents a majority of our present issued and outstanding shares of common stock. These shareholders, if acting together, will be able to significantly influence all matters requiring approval by shareholders, including the election of directors and the approval of mergers or other business combinations.

The failure of our suppliers to supply products in sufficient quantities, at a favorable price, and in a timely fashion could adversely affect the results of our operations.

We buy our products, vitamins, nutritional supplements, and health care devices, from a limited number of suppliers. The loss of a major supplier could adversely affect our business operations. Although we believe that we could establish alternate sources for our products, any delay in locating and establishing relationships with other sources could result in product shortages and back orders for our products, with a resulting loss of sales and customers. In certain situations we may be required to alter our products or to substitute different materials from alternative sources.

A shortage of raw materials or an unexpected interruption of supply could also result in higher prices for products using those materials.

Although we may be able to raise our prices in response to significant increases in the cost of raw materials, we may not be able to raise prices sufficiently or quickly enough to offset the negative effects of the cost increases on our results of operations. Further, there can be no assurance that suppliers will provide the products needed by us in the quantities requested or at a price we are willing to pay. Because we do not control the manufacture of these products, we are also subject to delays caused by conditions outside of our control, including weather, transportation interruptions, strikes by supplier employees, and natural disasters or other catastrophic events.

Our business is subject to the effects of adverse publicity, which could negatively affect our sales and revenues.

Our business can be affected by adverse publicity or negative public perception about our industry, our competitors, or our business generally. This adverse publicity may include publicity about the nutritional supplements industry generally, the safety and quality of nutritional supplements or their ingredients in general, or our products or ingredients specifically. It may also include publicity regarding regulatory investigations, regardless of whether these investigations involve us or the business practices or products of our competitors. There can be no assurance that we will be able to avoid any adverse publicity or negative public perception in the future. Any adverse publicity or negative public perception will likely have a material adverse effect on our business, financial condition, and results of operations. Our business, financial condition, and results of operations also could be adversely affected if any of our products or any similar products distributed by other companies are alleged to be or are proved to be harmful to consumers or to have unanticipated health consequences.

We could be exposed to product liability claims or other litigation, which may be costly and could materially and adversely affect our operations.

We could face financial liability due to product liability claims if the use of our products results in significant loss or injury. Additionally, the sale of our products involves the risk of injury to consumers from tampering by unauthorized third parties or product contamination. We could be exposed to future product liability claims that, among others: our products contain contaminants; we provide consumers with inadequate instructions about product use; or we provide inadequate warning about side effects or interactions of our products with other substances.

We do not have product liability insurance coverage.

The cost of product liability this coverage has increased dramatically in recent years, while the availability of adequate insurance coverage has decreased. We currently do not have product liability coverage and there can be no assurance that product liability insurance will be available at an economically reasonable cost or that we will be able to obtain such insurance, or adequate insurance, at all. Additionally, it is possible that one or more of our insurers could exclude from our coverage certain ingredients used in our products. In such event, we may have to stop using those ingredients or stop offering those products. A substantial increase in our product liability risk or the loss of product lines could have a material adverse effect on our results of operations and financial condition.

We are subject to political and economic risks.

As we expand into markets outside the United States our business will become increasingly subject to political and economic risks in those markets. Our future growth may depend, in part, on our ability to expand into markets outside the United States. There can be no assurance that we will be able to expand our presence in markets outside the United States, enter new markets on a timely basis, or that new markets outside the United States will be profitable. There are significant regulatory and legal barriers in markets outside the United States that we must overcome. We will be subject to the burden of complying with a wide variety of national and local laws, including multiple and possibly overlapping and conflicting laws. We also may experience difficulties adapting to new cultures, business customs and legal systems. Our sales and operations outside the United States will be subject to political, economic and social uncertainties including, among others:

• changes and limits in import and export controls;

• increases in custom duties and tariffs;

• changes in government regulations and laws;

• coordination of geographically separated locations;

• changes in currency exchange rates;

• economic and political instability; and

•currency transfer and other restrictions and regulations that may limit our ability to sell certain products or repatriate profits to the United States.

Any changes related to these and other factors could adversely affect our business, profitability and growth prospects.

Our products are subject to extensive government regulation, which could limit or prevent the sale of our products in some markets and could increase our costs.

The packaging, labeling, advertising, promotion, distribution, and sale of our products are subject to regulation by numerous national and local governmental agencies in the United States and in other countries. Failure to comply with FDA regulations may result in, among other things, injunctions, product withdrawals, recalls, product seizures, fines, and criminal prosecutions. Any action of this type by the FDA could materially adversely affect our ability to successfully market our products. In addition, if the FTC has reason to believe the law is being violated (for example, if it believes we do not possess adequate substantiation for product claims), it can initiate an enforcement action. FTC enforcement could result in orders requiring, among other things, limits on advertising, consumer redress, divestiture of assets, rescission of contracts, and such other relief as may be deemed necessary. Violation of these orders could result in substantial financial or other penalties. Any action by the FTC could materially adversely affect our ability to successfully market our products.

In markets outside the United States, before commencing operations or marketing our products, we may be required to obtain approvals, licenses, or certifications from a country’s ministry of health or comparable agency.

Before commencing operations or marketing our products, we may be required to obtain approvals, licenses, or certifications from a country’s ministry of health or comparable agency. Approvals or licensing may be conditioned on reformulation of products or may be unavailable with respect to certain products or product ingredients. We must also comply with product labeling and packaging regulations that vary from country to country. Furthermore, the regulations of these countries may conflict with those in the United States and with each other. The cost of complying with these various and potentially conflicting regulations can be substantial and can adversely affect our results of operations. We cannot predict the nature of any future laws, regulations, interpretations, or applications, nor can we determine what effect additional governmental regulations or administrative orders, when and if adopted, would have on our business. They could include requirements for the reformulation of certain products to meet new standards, the recall or discontinuance of certain products, additional record keeping, expanded or different labeling, and additional scientific substantiation. Any or all of these requirements could have a material adverse effect on our operations.

If we are unable to attract and retain qualified management personnel, our business will suffer.

Our management personnel are primarily responsible for our day-to-day operations. We believe our success depends largely on our ability to attract, maintain and motivate highly qualified management personnel. Competition for qualified individuals can be intense, and we may not be able to hire additional qualified personnel in a timely manner and on reasonable terms. Our inability to retain a skilled professional management team could adversely affect our ability to successfully execute our business strategy and achieve our goals.

We will face additional risks if we are able to acquire or develop a manufacturing capability.

If we begin to manufacture our own vitamins and nutritional supplements we will be dependent on the uninterrupted and efficient operation of our manufacturing facility. Manufacturing operations are subject to power failures, the breakdown, failure or substandard performance of equipment, the improper installation or operation of equipment, natural or other disasters, and the need to comply with the requirements or directives of governmental agencies, including the FDA. There can be no assurance that the occurrence of these or any other operational problems would not have a material adverse effect on our business, financial condition and results of operations. Furthermore, there can be no assurance that we would be able to obtain insurance to cover these and all other risks associated with manufacturing at a reasonable cost or, if obtained, that it will be adequate to cover any losses that we may incur from an interruption in our manufacturing operations.

We may be unable to protect our intellectual property rights or may inadvertently infringe on the intellectual property rights of others.

We possess and may possess in the future, certain proprietary trade secrets and similar intellectual property. There can be no assurance that we will be able to protect our intellectual property adequately. In addition, the laws of certain foreign countries may not protect our intellectual property rights to the same extent as the laws of the United States. Litigation in the United States or abroad may be necessary to enforce our intellectual property rights, to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement. This litigation, even if successful, could result in substantial costs and diversion of resources and could have a material adverse effect on our business, results of operation and financial condition. If any such claims are asserted against us, we may seek to obtain a license under the third party’s intellectual property rights. There can be no assurance, however, that a license would be available on terms acceptable or favorable to us, if at all.

Our stock price could fluctuate significantly.

Our stock price has changed radically in the past four months. This is largely the result of moving from bankruptcy to the acquisition of a viable business. In the future we expect that the trading price of our stock could be subject to fluctuations in response to:

• broad market fluctuations and general economic conditions;

• fluctuations in our financial results;

• future offerings of our common stock or other securities or the exercise of warrants;

• the general condition of the nutritional supplement industry;

• increased competition;

• regulatory action;

• adverse publicity; and

• product and other public announcements.

The stock market has historically experienced significant price and volume fluctuations. There can be no assurance that an active market in our stock will develop, and if it develops there can be no assurance that the price of our common stock will not decline.

RECENT DEVELOPMENTS

On or about October 8, 2004, we entered into a share exchange agreement with Tempo Laboratories, Inc. to acquire 100% of the issued and outstanding stock of Tempo in exchange for the issuance of 1,320,000 shares of our common stock to the Tempo shareholders. Shortly thereafter, the parties to the agreement became parties to a lawsuit entitled Mankosa v. Donsbach (CA Sup. Ct. Case No. GIC 843131) concerning the terms of the agreement and various representations made by the parties. On May 19, 2005, the parties to the Mankosa v. Donsbach litigation entered into a settlement agreement whereby pursuant to the terms of the settlement agreement, the share exchange agreement with Tempo was unwound and no shares were transferred pursuant to the agreement.

On October 22, 2004, we formed a wholly owned Nevada subsidiary for the purpose of changing our domicile to the state of Nevada. On December 15, 2004, we merged with and into Alpha Nutraceuticals, Inc., a Nevada Corporation, changing our state of domicile to the state of Nevada. Our merger into Alpha Nutraceuticals increased our authorized stock from 50,000,000 shares to 100,000,000 shares.

On December 31, 2004, we entered into a settlement agreement with GMGH International, Inc., a Nevada limited liability company, whereby we settled our $411,917 debt owed to GMGH by issuing GMGH 4,476,946 reverse-protected restricted shares of our common stock valued at $0.092 per share.

On December 31, 2004, we entered into a settlement agreement with Health Advances USA, a California corporation, whereby we settled our $595,756 debt owed to Health Advances USA by issuing Health Advances USA 3,600,000 reverse-protected restricted shares of our common stock valued at $0.165 per share.

On January 27, 2005, we changed our name to Alpha Nutra, Inc.

On June 30, 2005, we entered into a Stock and Asset Exchange Agreement with GMGH International, LLC and Golden Tones International, LLC whereby we exchanged 100% of the Avidia Nutrition interests and Let’s Talk Health, Inc. shares of common stock held by us for 100% of the Alpha Nutra, Inc. shares of common stock held by GMGH, Golden Tones and each of the respective owners of GMGH and Golden Tones. The 10,465,333 shares of common stock we received from GMGH, Golden Tones and the owners were retired. Accordingly, following the exchange, GMGH and Golden Tones owned 100% of Avidia Nutrition and Let’s Talk Health, Inc. We retained ownership of our AlphaNutra.com business.

On June 30, 2005, we entered into a settlement agreement with Business Consulting Group Unlimited, Inc., a Nevada company, pursuant to which BCGU forgave the outstanding debt we owed BCGU in exchange for our payment to BCGU of $47,500 and 500,000 restricted shares of our common stock.

On July 30, 2005, our board of directors appointed Messrs. Mark L. Baum and James B. Panther to our board of directors.

On August 26, 2005, directors Louis J. Paulsen, Robert Bliss and Jim Cartmill resigned from their positions as a director of the company. The resignations were not because of any disagreements with the company on matters relating to its operations, policies and practices.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SALES

	Three Months Ended September 30

	2005	2004

Total Sales	-	$1,131,671

We had no sales for the three months ended September 30, 2005 as compared with $1,131,671 for the three months ended September 30, 2004. This reduction in sales is due to the June 30, 2005 sale of our revenue generating divisions Avidia Nutrition and Let’s Talk Health, Inc. We are currently looking to acquire new revenue generating divisions in the nutritional supplement industry.

SALES

	Nine Months Ended September 30

	2005	2004

Total Sales	$2,525,242	$2,489,347

We had sales of $2,525,242 for the nine months ended September 30, 2005 as compared with $2,489,347 for the nine months ended September 30, 2004. Although this period evidences a slight increase in sales, looking forward we expect a reduction in sales due to the June 30, 2005 sale of our revenue generating divisions Avidia Nutrition and Let’s Talk Health, Inc. We are currently looking to acquire new revenue generating divisions in the nutritional supplement industry.

COST OF REVENUES

Cost of Revenues including costs of goods sold and selling expenses were $0 in the three months ended September 30, 2005 as compared with $351,331 for the three months ended September 30, 2004. This reduction in cost of revenues is due to the June 30, 2005 sale of our revenue generating divisions Avidia Nutrition and Let’s Talk Health, Inc.

Cost of Revenues including costs of goods sold and selling expenses were $893,792 in the nine months ended September 30, 2005 as compared with $1,172,784 for the nine months ended September 30, 2004. This reduction in cost of revenues is due to the June 30, 2005 sale of our revenue generating divisions Avidia Nutrition and Let’s Talk Health, Inc.

GENERAL AND ADMINISTRATIVE EXPENSES

We sustained no general or administrative expenses in the three months ended September 30, 2005 as compared with $570,389 for the three months ended September 30, 2004. This reduction in general and administrative expenses is due to the June 30, 2005 sale of our revenue generating divisions Avidia Nutrition and Let’s Talk Health, Inc.

General or administrative expenses for the nine months ended September 30, 2005 were $1,272,129 as compared with $1,194,171 for the nine months ended September 30, 2004. Although this period evidences a slight increase in expenses, looking forward we expect a reduction in expenses due to the June 30, 2005 sale of our revenue generating divisions Avidia Nutrition and Let’s Talk Health, Inc.

NET PROFIT FROM OPERATIONS

	Three Months Ended September 30

	2005	2004

Net Profit (Loss)	-	$204,428

For the three months ended September 30, 2005, we had no net profit on operations as compared with a net profit of $204,428 on operations or about 18% of sales for the three months ended September 30, 2004. This reduction in net profits is due to the June 30, 2005 sale of our revenue generating divisions Avidia Nutrition and Let’s Talk Health, Inc.

	Nine Months Ended September 30

	2005	2004

Net Profit	$328,986	$116,289

For the nine months ended September 30, 2005, we had a net profit of $328,986 on operations or about 13% of sales as compared with a net profit of $116,289 on operations or about 4% of sales for the nine months ended September 30, 2004. Although this period evidences a slight increase in profits, looking forward we expect a reduction in profits due to the June 30, 2005 sale of our revenue generating divisions Avidia Nutrition and Let’s Talk Health, Inc.

LIQUIDITY AND CAPITAL RESOURCES

Our cash on hand remained constant for the three months ended September 30, 2005 at $49,076 as compared to $49,076 for the three months ended September 30, 2004.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet debt nor do we have any transactions, arrangements or relationships with any special purposes entities.

CONTRACTUAL OBLIGATIONS

We have no known contractual obligations or commercial commitments extending out more than 30 days.

RECENT ACCOUNTING PRONOUNCEMENTS

Recent accounting pronouncements are discussed in the Notes to Financial Statements contained in our Annual Report for 2004. As of September 30, 2005, we are not aware of any additional pronouncements that materially effect our financial position or results of operations.

EMPLOYEES

We currently do not have any employees. We hire contract labor on an as need basis. We have not entered into a collective bargaining agreement with any union. We have not experienced any work stoppages and consider the relations with the individuals that work for us to be good.

ITEM 3. CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (“Exchange Act”) we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2005, being the date of our most recently completed fiscal quarter. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, they concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to them to allow timely decisions regarding required disclosure.

During our most recently completed fiscal quarter ended September 30, 2005, there were no changes in our internal control over financial reporting that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Other than as reported on our Current Reports on Form 8-K filed with the SEC, we did not complete any sales of securities without registration under the Securities Act of 1933 during the quarter ended September 30, 2005.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None

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

In January 2005, our shareholders voted in favor of changing our name to Alpha Nutra, Inc.

ITEM 5. OTHER INFORMATION

On July 3, 2005, our Board of Directors appointed Messrs. Mark L. Baum and James B. Panther to our Board of Directors

Mark L. Baum, Esq

President, Chief Financial Officer and Director

Mr. Baum is our President, Chief Financial Officer and one of our Directors. He is not a full time employee and has other outside commitments. In 2002, Mr. Baum founded Business Consulting Group Unlimited, Inc., a Southern California-based merchant banking firm. Mr. Baum is a licensed attorney in the State of California and the principal attorney for The Baum Law Firm, PC a firm which he founded in 1998 and has been operating on an ongoing basis. Mr. Baum has more than 11 years experience in creating, financing and growing development stage enterprises in a variety of industries. Mr. Baum has participated in numerous public spin-offs, venture fundings, private-to-public mergers, corporate restructurings, asset acquisitions and asset divestitures. Mr. Baum’s law practice focuses on securities laws and related issues for small-cap and micro-cap publicly reporting companies. Mr. Baum is also a director of PNG Ventures, Inc. a publicly traded company.

James B. Panther, II

Director

Mr. Panther is one of our directors. He is not a full time employee and has other outside commitments. His career has focused on managing fund raising, financing, M & A, and advisory services in a merchant banking environment. In addition to acting as a director, Mr. Panther heads, and is a principal of, Business Consulting Group Unlimited, Inc.’s Capital Markets Group where he brings a combination of corporate finance, operational, and strategic experience to the firm since joining in 2001. Prior to BCGU, Mr. Panther was Managing Director of Brighton Capital Partners, LLC, a merchant banking firm, from 1998 to 2001. Prior to joining Brighton Capital Partners, LLC, Mr. Panther was Managing Partner of Bristol Partners from 1994 to 1998 where he was responsible for portfolio investments. Mr. Panther holds B.A. in Finance from Boston College and a General Course Degree in Economics from the University of Granada, Granada, Spain. He is fluent in English and Spanish.

On August 26, 2005 Directors Louis J. Paulsen, Robert Bliss and Jim Cartmill resigned from their positions as Directors of the company. The resignations were not because of any disagreements with the company on matters relating to its operations, policies or practices.

ITEM 6. EXHIBITS

Exhibit No.		Description

3.1.1		Articles of Incorporation filed as an exhibit to our Current Report on Form 8-K filed with the Commission on January 16, 2004 and incorporated herein by reference.

3.1.2		Certificate of Amendment to Articles of Incorporation filed as an exhibit to our Quarterly Report on Form 10-QSB filed with the Commission on September 18, 2006 and incorporated herein by reference.

3.2.1		Bylaws filed as an exhibit to our Registration Statement on Form 10-SB filed with the Commission on April 6, 1992 and incorporated herein by reference.

31.1		Certification pursuant to Rule 13a-14(a)

32.1		Certification of pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Signatures

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

Alpha Nutra, Inc.

/s/ Mark L. Baum

By: Mark L. Baum

Its: President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

Signatures	Title	Date

/s/ Mark L. Baum	Director, President, Chief Executive Officer and Chief Financial Officer	November 13, 2006
Mark L. Baum

ALPHA NUTRA, INC.

CONSOLIDATED FINANCIAL STATEMENTS

AS AT SEPTEMBER 30, 2005

------INDEX------

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Cash Flow Statements

ALPHA NUTRA, INC.
Consolidated Balance Sheets


			(Unaudited)
			As of		As of
			September 30,		December 31,
			2005		2004


	ASSETS

	Current Assets
	Cash	$	49,076	$	263,887
	Accounts receivable		-		497,911
	Inventory		-		801,436
	Other receivable		-		179,261
	Employee advances		-		615


	Total Current Assets		49,076		1,743,110

	Net Property & Equipment		-		407,517

	Other Assets
	Deposit		-		14,752


	Total Other Assets		-		14,752

	TOTAL ASSETS	$	49,076	$	2,165,379


	LIABILITIES & STOCKHOLDERS' EQUITY

	Current Liabilities
	Accounts payable - LTH	$	-	$	638,242
	Note payable		-		6,000
	Income taxes payable		-		31,233
	Sales tax payable		-		5,830
	Insurance payable		-		360
	Payroll taxes payable		-		6,780
	Business line - WM		-		35,000
	Loan Payable		-		8,671
	Wages payable		-		506


	Total Current Liabilities		-		732,622

	Long-term Liabilities
	SBA Loan		-		128,219


	Total Long-term Liabilities		-		128,219

	Total Liabilities		-		860,841

	Stockholders' Equity
	Common stock, ($0.001 par value, 100,000,000 shares
	authorized; 34,5494 and 10,490,796 shares issued
	and outstanding as of September 30, 2005 and
	December 31, 2004, respectively)		37		10,493
	Paid-in capital		5,401,983		6,978,975
	Retained earnings (deficit)		(5,355,944)		(5,684,930)


	Total Stockholders' Equity		49,076		1,304,538

	TOTAL LIABILITIES
	& STOCKHOLDERS' EQUITY	$	49,076	$	2,165,379

See Notes To Financial Statements

ALPHA NUTRA, INC.
Statements of Operations


			(Unaudited)	(Unaudited)		(Unaudited)	(Unaudited)
			Nine Months	Nine Months		Three Months	Three Months
			Ended	Ended		Ended	Ended
			September 30,	September 30,		September 30,	September 30,
			2005	2004		2005	2004



	Revenues

	Income	$	2,525,242	2,489,347	$	-	1,131,671


	Total Revenues		2,525,242	2,489,347		-	1,131,671


	Costs of Sales
	Purchases		893,792	1,172,784		-	351,331


	Total Costs of Sales		893,792	1,172,784		-	351,331


	Gross Profit		1,631,450	1,316,563		-	780,340

	Operating Costs
	Depreciation & amortization		-	5,471		-	1,368
	Bad Debt		9,592	-		-	-
	General & administrative expenses		1,262,537	1,188,700		-	569,021


	Total Operating Costs		1,272,129	1,194,171		-	570,389

	Net Operating Income / (Loss)		359,321	122,392		-	209,951

	Other Income (Expenses)
	Interest expense		(5,963)	(2,012)		-	(1,432)
	Other income (expenses)		(24,372)	(4,093)		-	(4,091)


	Total Other Income (Expenses)		(30,335)	(6,105)		-	(5,523)


	NET INCOME (LOSS)	$	328,986	116,287	$	-	204,428



	BASIC EARNING (LOSS) PER SHARE	$	0.05	1.27	$	-	2.22



	WEIGHTED AVERAGE NUMBER OF COMMON
	SHARES OUTSTANDING		6,934,151	91,442		34,494	92,220

See Notes To Financial Statements





		(Unaudited)		(Unaudited)
		Nine Months		Nine Months
		Ended		Ended
		September 30,		September 30,
		2005		2004



CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)	$	328,986	$	116,287
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation & amortization expense		-		5,471
Common stock issued for services		407,039		68,906
Recapitalization in sale of subsidiaries		(1,991,487)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		677,172		(746,443)
(Increase) decrease in notes receivable		-		(5,241)
(Increase) decrease in prepaid expenses		-		(35,300)
(Increase) decrease in inventory		801,436		(769,721)
(Increase) decrease in deposits		14,752		(13,357)
(Increase) decrease in employee advances		615		(1,335)
Increase (decrease) in income tax payable		(31,233)		31,233
(Increase) decrease in investment in other co.		-		(29,091)
Increase (decrease) in accounts payable		(638,242)		459,473
Increase (decrease) in insurance payable		(360)		360
Increase (decrease) in payroll taxes payable		(6,780)		-
Increase (decrease) in sales tax payble		(5,830)		3,210
Increase (decrease) in wages payable		(506)		-
Increase (decrease) in business line WM		(35,000)		35,000


*Net cash provided (used) by operating activities*		(479,438)		(880,548)

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of property & equipment		407,517		(204,890)


*Net cash provided (used) by investing activities*		407,517		(204,890)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from note payable - related party		-		323,197
Proceeds (Payments) to note payable		(14,671)		646,755
Proceeds (Payments) to SBA loan		(128,219)		136,990


*Net cash provided (used) by financing activities*		(142,890)		1,106,942

*Net increase (decrease) in cash*		(214,811)		21,504

*Cash at beginning of period*		263,887		111,864


*Cash at end of period*	$	49,076	$	133,368


*Supplemental cash flows disclosures:*

Cash paid during period for interest	$	5,963	$	2,012
Cash paid during period for income taxes	$	-	$	-


*Supplemental Schedule of Non-Cash Activities:*

Common stock issued for services	$	407,039	$	68,906
Recapitalization in sale of subsidiaries	$	1,991,487	$	-

See Notes To Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

The accompanying September 30, 2005 financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2005 and 2004 and for all periods presented have been made. Certain information and Footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2004 audited financial statements. The results of operations for periods ended September 30, 2005 and 2004 are not necessarily indicative of the operating results for the full years.

General

Alpha Nutra, Inc. (formerly Sierra-Rockies, Corp.) was incorporated under the laws of the State of California on March 14, 1988. The Company’s offices are located at 3441 Main Street, Ste. 104 in Chula Vista, California (San Diego County). The Company was originally known as TJB Enterprises, Inc. Its name was changed to Gallery Rodeo International in 1991 and was changed to Sierra-Rockies Corporation in 1996. Its name was changed to Alpha Nutraceuticals, Inc. on January 8, 2004 and was changed in January 2005 to Alpha Nutra, Inc.

On January 2, 2003 the Registrant filed a Voluntary Petition for a Chapter 11 proceeding in the United States Bankruptcy Court, Southern District of California. The Registrant had previously filed similar petitions in 1998 and 2001 but was unable to gain approval for a plan of reorganization in those filings. However on November 6, 2003 the Court approved the Plan of Reorganization “The Plan” proposed by the Registrant. The Plan included the following provisions:

The non-control person shareholders of the Company who held shares prior to the reorganization would receive one new unit for every 100 old shares that they previously held. Each unit consists of one common share, one “A” warrant to purchase one common share at an exercise price $2.50, and one “B” warrant to purchase one common share at an exercise price of $10.00. The “A” warrant will expire if unexercised on December 31, 2004, and the “B” warrant will expire if unexercised on December 31, 2005. The total number of units issued to these former shareholders was 117,029 units.

2.	The creditors of the Company would receive 570,001 units (a unit is defined above) in exchange for all of their claims against the Company.

3.	Additional units were to be granted to former management (76,000 units), to the bankruptcy attorney (50,000 units), and to administrative lenders (300,000 units). An additional 56,802 “A” warrants and 56,802 “B” warrants were to be issued to former control persons.

The Company was permitted to acquire the business of Let’s Talk Health, Inc. (LTH) by issuing 3,000,000 shares of common stock to the shareholders of LTH. This transaction was completed on January 1, 2004 and, as provided in the Plan, Louis Paulsen, the former president of LTH, and other members of the management team of LTH, took over the management of the Registrant.

On June 30, 2005, the Company entered into a Stock and Asset Exchange Agreement with GMGH International, LLC and Golden Tones International, LLC whereby the Company exchanged 100% of the Avidia Nutrition interests and Let’s Talk Health, Inc. shares of common stock held by the Company for 100% of the Alpha Nutra, Inc. shares of common stock held by GMGH, Golden Tones and each of the respective owners of GMGH and Golden Tones. The 10,465,333 shares of common stock the Company received from GMGH, Golden Tones and the owners were retired by the Company. Following the exchange, GMGH and Golden Tones owned 100% of Avidia Nutrition and Let’s Talk Health, Inc. The Company retained ownership of the AlphaNutra.com business.