10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 2, 2011

Commission File Number: 000-53290

CHROMADEX CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	26-2940963
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
10005 Muirlands Blvd Suite G, Irvine, California	92618
(Address of Principal Executive Offices)	(Zip Code)
Registrant's telephone number, including area code: (949)-419-0288

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x    No  o

 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x    No  o

 Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, non-accelerated filer or smaller reporting company. See definition of “large accelerated filer, accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act.

(Check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

(Do not check if smaller reporting company)

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o    No  x

Number of shares of common stock of the registrant: 74,609,996 outstanding as of October 11, 2011.

Explanatory Note

 The purpose of this Amendment No. 1 to ChromaDex Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended July 2, 2011, filed with the Securities and Exchange Commission on August 11, 2011 (the “Form 10-Q”), is to refile Exhibit 10.1 under Part II, Item 6, “Exhibits,” in response to comments received from the SEC staff.

 In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, each item of the Form 10-Q that is amended by this Form 10-Q/A is restated in its entirety, and this Form 10-Q/A is accompanied by currently dated certifications on Exhibits 31.1, 31.2, and 32.1 by our Chief Executive Officer and Chief Financial Officer.

 Except as expressly set forth in this Form 10-Q/A, we are not amending any other part of the Form 10-Q.  This Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q or modify or update any related or other disclosures, including forward-looking statements, unless expressly noted otherwise.  Accordingly, this Form 10-Q/A should be read in conjunction with the Form 10-Q and with our other filings made with the SEC subsequent to the filing of the Form 10-Q, including any amendments to those filings.

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PART II - OTHER INFORMATION

ITEM 6.      EXHIBITS

Exhibit No.                  Description of Exhibits

10.1	Amendment dated June 3, 2011 to Patent License Agreement, dated March 25, 2010 between the University of Mississippi and the Company. *‡
31.1	Certification of the Chief Executive Officer pursuant to §240.13a−14 or §240.15d−14 of the Securities Exchange Act of 1934, as amended †‡
31.2	Certification of the Chief Financial Officer pursuant to §240.13a−14 or §240.15d−14 of the Securities Exchange Act of 1934, as amended †‡
32.1	Certification pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002) †‡
101	The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended July 2, 2011, filed with the Securities and Exchange Commission on August 11, 2011, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Notes to Condensed Consolidated Financial Statements. †

*  This Exhibit has been separately filed with the Commission pursuant to an application for confidential treatment.  The confidential portions of this Exhibit have been omitted and are marked by an asterisk.

†   Indicates filed or furnished (as applicable) with the original Form 10-Q.

‡   Indicates updated and filed herewith.

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SIGNATURES

 Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ChromaDex Corporation
	(Registrant)
Date:           October 12, 2011
	/s/ THOMAS C. VARVARO
	Thomas C. Varvaro
	Duly Authorized Officer and Chief Financial Officer

EX-10.1

Exhibit 10.1

[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

FIRST AMENDMENT TO LICENSE AGREEMENT

 THIS AMENDMENT is entered into on this 3rd  day of June, 2011 (the Effective Date of the First Amendment), by and between the UNIVERSITY OF MISSISSIPPI an educational institution with a principal address at University, Mississippi 38677 (“UM”), and CHROMADEX, INC. with a principal address at 10005 Muirlands Suite G, Irvine, CA 92618 USA (“CHROMADEX”).

 WHEREAS, CHROMADEX and UM (collectively the Parties) entered into a License Agreement made effective as of March 25, 2010 (the "License Agreement"); and

 WHEREAS, the Parties have determined that it is in their mutual interest to amend the License Agreement in accordance with the terms of this First Amendment;

 NOW THEREFORE, in consideration of mutual premises and mutual agreements herein contained, the Parties hereto agree to amend the License Agreement as follows:

 1.Appendix A ("Patent Rights") attached hereto shall be substituted for the original Appendix A to the License Agreement to expand the Patent Rights licensed to CHROMADEX by UM to include UM 8240.

 2.In consideration of this Amendment that expands the Patent Rights CHROMADEX agrees to pay UM a non-refundable payment of $[*] within [*] days of the Effective Date of this First Amendment.

 3.CHROMADEX agrees to pay UM for the Sunk Patent Expenses for UM 8240 detailed in Appendix A and to reimburse UM for future Patent Expenses related to UM 8240 as detailed in Section 3.7 of the License Agreement.

 4.Except as specifically changed, altered, amended or restructured by this Amendment, all terms and provisions of the License Agreement shall remain unchanged and unaffected and in full force and effect.

 5.Delivery of an executed counterpart of a signature page to this Agreement by e-mail shall be effective as delivery of a manually executed counterpart of this Agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed this License Agreement as of the date first above written.

UNIVERSITY OF MISSISSIPPI
/s/ Alice M. Clark	Date:	June 2, 2011
Dr. Alice M. Clark
Vice Chancellor for Research and Sponsored Programs
Acknowledged by:
/s/Allyson M. Best	Date:	June 2, 2011
Allyson M. Best
Assistant Director, Technology Management
CHROMADEX, INC.
/s/ Frank L. Jaksch	Date:	June 2, 2011
Frank L. Jaksch Jr.
Chief Executive Officer

[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

APPENDIX A

PATENT RIGHTS

·   UM 7020:  United States Patent Application Serial No. 12/136,341, entitled “Method to Ameliorate Oxidative Stress and Improve Working Memory Via Pterostilbene Administration” and foreign counterparts (PCT No. 60/970,591).  UM 7020 is solely owned by the USDA. USDA’s patent rights have been exclusively licensed to UM. Sunk Patent Expenses as of 2/3/10:  $[*]

·   UM 1970:  United States Patent Application Serial No. 11/207,038, entitled “Pterostilbene as a New Agonist for the Peroxisome Prolifterator-Activated Receptor Alpha Isoform,”  There are no foreign counterparts.  UM 1970 is jointly owned by the USDA and UM, and USDA’s patent rights have been exclusively licensed to UM.  Sunk Patent Expenses as of 2/3/10: $[*]

·   UM XYZA:  United States Patent Application Serial No. 13/105,470, entitled “Anxiolytic Effect of Pterostilbene”.  UM XYZA is jointly owned by the USDA and UM, and USDA’s patent rights have been exclusively licensed to UM.  Sunk Patent Expenses as of June 1, 2011:  $[*]

EX-31.1

Exhibit 31.1

Certification of the Chief Executive Officer

Pursuant to

§240.13a−14 or §240.15d−14 of the Securities Exchange Act of 1934, as amended

I, Frank L. Jaksch Jr., certify that:

1. I have reviewed this amended quarterly report on Form 10−Q/A of ChromaDex Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Date: October 12, 2011

/s/ FRANK L. JAKSCH JR

Frank L. Jaksch Jr.

Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of the Chief Financial Officer

Pursuant to

§240.13a−14 or §240.15d−14 of the Securities Exchange Act of 1934, as amended

I, Thomas C. Varvaro, certify that:

1. I have reviewed this amended quarterly report on Form 10−Q/A of ChromaDex Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Date: October 12, 2011

/s/ THOMAS C. VARVARO

Thomas C. Varvaro

Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350

(as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002)

 In connection with this amended quarterly report of ChromaDex Corporation (the “Company”) on Form 10−Q/A for the quarter ending July 2, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Frank L. Jaksch Jr., Chief Executive Officer of the Company, and Thomas C. Varvaro, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002, that, to our knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: October 12, 2011

/s/ FRANK L. JAKSCH JR

Frank L. Jaksch Jr.

Chief Executive Officer

/s/ THOMAS C. VARVARO

Thomas C. Varvaro

Chief Financial Officer