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 the quarterly period ended April 30, 2014
¨	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 000-53551
NUTRANOMICS, INC.
(Exact name of registrant as specified in its charter)
Utah		98-0603540
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
11487 South 700 East Salt Lake City, UT 84020
(Address of principal executive offices, including zip code)
(801) 576-8350
(Registrant's telephone number, including area code)
n/a
(Former name, former address and former fiscal year, if changed since last report)

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 (§ 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, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. 

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). 

Yes o No x

As of June 13, 2014, the issuer had 51,151,766 issued and outstanding shares of common stock, par value of $0.001.  

NUTRANOMICS, INC.

FORM 10-Q

For the Quarterly Period Ended April 30, 2014

INDEX

		Page
	PART I – FINANCIAL INFORMATION
Item 1	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets (Unaudited) April 30, 2014 and July 31, 2013	4
	Condensed Consolidated Statements of Operations (Unaudited) For the Three and Nine Months Ended April 30, 2014 and 2013	5
	Condensed Consolidated Statements of Cash Flows (Unaudited) For the Nine Months Ended April 30, 2014 and 2013	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4	Controls and Procedures	23
	PART II – OTHER INFORMATION
Item 1	Legal Proceedings	24
Item 6	Exhibits	26
Signatures		27

2

PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

3

HEALTH EDUCATION CORPORATION

d.b.a NUTRANOMICS, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

	April 30,			July 31,
	2014			2013
CURRENT ASSETS	(Unaudited)
Cash and cash equivalents	$	47,541		$	11,129
Accounts receivable, net of allowance		180,606			159,107
Related party receivable		-			1,750
Prepaid expenses		134,753			1,674
Advances on Royalties		140,000			-
Inventory		243,748			276,477
Total Current Assets		746,648			450,137
PROPERTY & EQUIPMENT, net		18,421			22,336
OTHER ASSETS
Rent deposit		2,000			2,000
Total Assets	$	767,069		$	474,473
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	326,285		$	343,496
Lines of credit		33,960			261,911
Convertible notes payable-current portion		111,459			-
Note Derivative Liability		129,176			-
Related party payable		21,158			24,514
Unearned revenue		219,267			58,418
Total Current Liabilities		841,305			688,339
LONG-TERM LIABILITIES
Convertible notes payable		432,378			-
Loan payable		270,274			-
Related party notes payable		66,180			75,000
Total Liabilities		1,610,137			763,339
STOCKHOLDERS' DEFICIT
Common stock; par value of $.001, 750,000,000 shares authorized;
49,651,766 and 25,005,544 shares issued and outstanding at
April 30, 2014 and July 31, 2013, respectively		49,653			25,006
Additional paid in capital		3,245,999			2,271,519
Accumulated deficit		(4,138,720	)		(2,585,391	)
Total Stockholders' Deficit		(843,068	)		(288,866	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	767,069		$	474,473

See accompanying notes to the unaudited condensed consolidated financial statements

4

HEALTH EDUCATION CORPORATION

d.b.a NUTRANOMICS, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	April 30,						April 30,
	2014			2013			2014			2013
REVENUES	$	716,763		$	490,704		$	1,943,742		$	2,242,166
COST OF SALES		370,129			317,794			1,269,526			1,729,411
		346,634			172,910			674,216			512,755
OPERATING EXPENSES
General and administrative		161,951			85,431			402,048			265,849
Professional fees		338,197			11,195			930,350			15,500
Research and development		616			1,250			32,233			44,706
Salaries and wages		146,780			80,178			760,886			274,225
Total Operating Expenses		647,544			178,054			2,125,517			600,280
OPERATING INCOME (LOSS)		(300,910	)		(5,144	)		(1,451,301	)		(87,525	)
OTHER INCOME (EXPENSE)
Loss on settlement of fraudulent activity		-			-			(37,300	)		-
Change in Fair Value of Derivative		5,981			-			6,598			-
Interest expense		(32,425	)		(4,924	)		(71,326	)		(14,423	)
Total Other Income (Expense)		(26,444	)		(4,924	)		(102,028	)		(14,423	)
NET INCOME (LOSS) BEFORE INCOME TAXES		(327,354	)		(10,068	)		(1,553,329	)		(101,948	)
Provision for income taxes
NET INCOME (LOSS)	$	(327,354	)	$	(10,068	)	$	(1,553,329	)	$	(101,948	)
BASIC AND DILUTED LOSS PER SHARE	$	(0.01	)	$	-		$	(0.01	)	$	-
Weighted Average Shares Outstanding - Basic and Diluted		49,180,788			25,005,544			47,446,714			24,990,066

See accompanying notes to the unaudited condensed consolidated financial statements

5

HEALTH EDUCATION CORPORATION

d.b.a NUTRANOMICS, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended
	April 30,
	2014			2013
OPERATING ACTIVITIES
Net Income (Loss)	$	(1,553,329	)	$	(101,948	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Allowance for bad debt		(5,772	)		-
Gain (loss) on derivative		6,598			-
Amortization of debt discount		13,643			-
Short-term loan issued for professional fees		50,000			-
Depreciation expense		5,585			6,233
Share based compensation-common stock		807,852			-
Changes in operating assets and liabilities:
Accounts receivable		(15,727	)		(83,992	)
Other assets		56,796			(6,213	)
Advances on Royalties		(140,000	)		-
Inventory		32,729			244,269
Deferred revenue		160,849			36,471
Accounts payable and accrued expenses		(19,539	)		(36,283	)
Net Cash From Operating Activities		(600,315	)		58,537
INVESTING ACTIVITIES
Purchase of equipment		(1,670	)		(1,663	)
Net Cash From Investing Activities		(1,670	)		(1,663	)
FINANCING ACTIVITIES
Proceeds from related party payable		-			10,421
Repayments of related party payable		(3,356	)		-
Proceeds from convertible debt		656,500			-
Repayment of loan payable		(29,726	)		-
Proceeds from line of credit		26,000			250,206
Repayment of line of credit		(3,951	)		(59,993	)
Proceeds from notes receivable-related party		-			200
Repayments of notes payable- related party		(7,070	)		(229,268	)
Net Cash From Financing Activities		638,397			(28,434	)
Net Increase in Cash and Cash Equivalents		36,412			28,440
Cash and Cash Equivalents, Beginning of Period		11,129			32,022
Cash and Cash Equivalents, End of Period	$	47,541		$	60,462
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	1,811		$	4,175
Income Taxes	$	-		$	-
Non-cash Investing and Financing activities:
Debt discount	$	78,500		$	-
Stock issued for prepaid expenses	$	155,375		$	-
Stock issued for Intangible asset	$	60,900		$	-

See accompanying notes to the unaudited condensed consolidated financial statements

6

HEALTH EDUCATION CORPORATION

d.b.a NUTRANOMICS, INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

April 30, 2014

NOTE 1 –ORGANIZATION AND BASIS OF PRESENTATION

The condensed consolidated unaudited interim financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The condensed consolidated financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company's annual statements and notes. 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 pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the July 31, 2013 audited consolidated financial statements and the accompanying notes thereto. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the Company's consolidated condensed financial statements and accompanying notes. Actual results could differ materially from those estimates.

These condensed consolidated unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.

Background

Health Education Corporation d.b.a. NutraNomics, Inc., (the "Company") was incorporated under the laws of the State of Delaware on February 14, 1996 and later reincorporated under the laws of the State of Utah on January 5, 1998. The Company was originally organized to provide education services, books, cassette tapes and public presentations. The Company utilized several revenue generating tools in order to accomplish this goal including Live Blood Analysis, iridology, bone density screening and other self-help methods. In 1998, the Company changed its incorporation to the State of Utah, the primary place of business. In 2001, the Company created its own line of nutritional products that quickly became its leading revenue source. The Company filed for the d.b.a. of NutraNomics, Inc., in order to fully prepare and utilize the brand name for expansion. In retail outlets and to its clientele, the Company is known as NutraNomics, Inc. The Company sells its own brand of supplements in 16 countries direct to the public. The Company also performs research and development services and outsource manufacturing for third party entities. Beyond its sales in both the United States and Canada, the Company maintains sales representatives in Taiwan, Japan, Singapore, Philippines, Malaysia and South Korea. The Company maintains multiple different trademarks, trade names and patents.

Merger

On September 13, 2013, Buka Ventures, Inc., a Nevada corporation ("Buka") and Health Education Corporation dba. Nutranomics, Inc., a Utah corporation ("Nutranomics"), executed and delivered a Share Exchange Agreement (the "Share Agreement") and all required or necessary documentation to complete a merger (collectively, the "Transaction Documents"), whereby Buka became the parent company and Nutranomics became the wholly-owned subsidiary on the closing of the Share Agreement. Prior to the closing of this transaction and pursuant to a certain Share Exchange Agreement dated September 13, 2013, Buka canceled 25,000,000 of its 46,500,000 issued and outstanding common shares and simultaneously issued 25,005,544 shares of its common stock in exchange for 8,994,800 shares of Nutranomics common stock. The merger has been treated as a reverse acquisition and a recapitalization of a public company. Accordingly, the historic financial statements of the Company are the historic financial statements of Nutranomics, which was incorporated on January 5, 1998.

7

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Loss per Share

Basic loss per share ("EPS") is computed by dividing net loss (the numerator) by the weighted-average number of common shares outstanding for the period (the denominator). Diluted EPS is computed by dividing net loss by the weighted-average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include common shares to be issued related to convertible debentures and stock pending issue under the ratchet provision.

As the Company has incurred losses for the nine months ended April 30, 2014 and 2013, the potentially dilutive shares are anti-dilutive and are thus not added into the loss per share calculations.

Going Concern

The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has generally had net losses after consideration of income taxes. Further, the Company has negative working capital and insufficient cash flows from operations as of April 30, 2014, and does not have the requisite liquidity to pay its current obligations. These factors, among others, raise substantial doubt about its ability to continue as a going concern. Management will seek to increase revenues and reduce costs, while raising capital through the sale of its stock. Failure to obtain additional financing would have a material adverse effect on our business operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Derivative Liabilities

In connection with the private placement of certain convertible notes beginning in January 2014, the Company became contingently obligated to issue shares of common stock in excess of the 750 million authorized under the Company's certificate of incorporation. Consequently, the ability to settle these obligations with common shares would be unavailable causing these obligations to potentially be settled in cash. This condition creates a derivative liability.

The Company has a sequencing policy regarding share settlement wherein instruments with the earliest issuance date would be settled first. The sequencing policy also considers contingently issuable additional shares, such as those issuable upon a stock split, to have an issuance date to coincide with the event giving rise to the additional shares.

Using this sequencing policy, all instruments convertible into common stock, including warrants and the conversion feature of notes payable, issued subsequent to January 14, 2014 are derivative liabilities.

The Company values these convertible notes payable using the multinomial lattice method that values the derivative liability within the notes based on a probability weighted discounted cash flow model. The resulting liability is valued at each reporting date and the change in the liability is reflected as change in derivative liability in the statement of operations.

Revenue Recognition

Our revenue is derived from the service revenue from Live Blood Analysis, sale of retail products, and revenue derived from educational services.

The Company's revenue recognition policy is in accordance with the requirements of Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition ("SAB 104"), and other applicable revenue recognition guidance under US GAAP. Sales revenue is recognized for our retail and wholesale customers when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, and (iv) collectibility is reasonably assured — generally when products are shipped to the customer and services are rendered, except in situations in which title passes upon receipt of the products by the customer. In this case, revenues are recognized upon notification that customer receipt has occurred. The Company accrues an estimated amount for sales returns and allowances related to defective or returned products at the time of sale based on its ability to estimate sales returns and allowances using historical information. For the nine months ended April 30, 2014 and 2103, the Company calculated the amount to be less than 1% of sales so no allowance was accrued in either year. Shipping and handling fees and related freight costs and supplies associated with shipping products to customers are included as a component of cost of sales. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

8

The Company also recognizes revenues from the distribution of its product through trade partners. Related revenues consist of product costs, distribution fees, testing and labeling costs, as well as any associated administrative fees. The Company recognizes these revenues after the product has been shipped from the outsource manufacturer to the trade partner. The Company has contractual obligation to pay the outsource manufacturers, and as a principal in these arrangements the Company includes the total product price as revenue in accordance with applicable accounting guidance. The Company has separately negotiated contractual relationships with its trade partners, and under contracts with these trade partners the Company assumes the credit risk of product produced by the outsource manufacturer and dispensed to the trade partner.

NOTE 3 – COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS

Management of the Company has conducted a diligent search and concluded that there were no commitments, contingencies, or legal matters pending at the balance sheet dates that have not been disclosed below.

On November 22, 2013, the Company, through counsel, sent a demand to Zions Bank ("Zions") in connection with the three wires sent by Zions pursuant to oral instructions received from a person fraudulently identifying himself as Dr. Gibbs via telephone totaling $208,920, for an immediate credit to the Company's bank account of all unrecovered funds from those wires.

In conjunction with the oral wire fraud described above, an identity thief hacked Dr. Gibbs's email account and sent an email instruction to one of the Company's accounting consultants to wire $13,380 pursuant to a fraudulent invoice provided to the consultant by the thief, and the consultant electronically wired those funds on or about November 13, 2013. On November 19, 2013, that consultant, after receiving another instruction email from Dr. Gibbs's email account and fraudulent invoice sent by the thief, electronically wired another $16,830. On or about November 22, 2013, the Company discovered these fraudulent wires. The Company retained the accounting consulting firm, however, the specific consultant resigned from providing services to the Company. As part of the settlement, the consulting firm forgave $20,000 of outstanding fees Zions bank initiated recalls of these two fraudulent wires, and the Company notified the FBI of all of the wire fraud and identity theft described above. The FBI and local police are currently investigating the matter, but thus far no funds have been recovered by the authorities from these two fraudulent wires totaling $30,210, or from the remaining unrecovered funds totaling $54,028 from the $140,000, $37,420, and $31,500 wires. The Company has settled with Zions Bank regarding the $54,028 in unrecovered funds from those wires and received $27,014 and recorded a loss on settlement of $37,300.

On March 20, 2014, the Company's subsidiary, Health Education Corporation ("Health Education"), was served a copy of a complaint filed by EpicEra Incorporated ("Epic") in the Utah Third Judicial District Court for the return of a $100,000 deposit paid by Epic to Health Education for the supply of nutritional products.  On April 16, 2014, Health Education answered the Complaint and filed a counterclaim against Epic and third-party claims against eCosway USA, Inc. ("eCosway," which is Epic's owner), and its principals, for breach of a non-disclosure and non-circumvention agreement, unjust enrichment, fraud, and fraudulent nondisclosure.  Health Education's claims alleged that (1) eCosway and its principals have defrauded Health Education and engaged in a scheme of corporate espionage to misappropriate Health Education's proprietary information and trade secrets to launch their new multilevel marketing company, Epic; (2) under the fraudulent guise of partnering with Health Education to have Health Education formulate and produce the health products to be sold by Epic's distributors, eCosway and its principals signed a non-disclosure and non-circumvention agreement that they had no intention of honoring in order to gain access to Health Education's proprietary information so that they could steal that information and use it for their own benefit; (3) Health Education relied upon the non-disclosure and non-circumvention agreement and misrepresentations of Epic, eCosway, and its principals, and disclosed the proprietary information and formulations, which Epic then appropriated as its own.  Health Education's claims request general damages as well as punitive damages.

9

NOTE 4 – ADVANCES ON ROYALTIES

On November 18, 2013, the Company entered into a License Agreement (the "License Agreement") with Gennesar Nutraceuticals, LLC d/b/a Genesar Nutraceuticles, a Utah limited liability company ("Genesar"), in which the Company's CEO is a minority owner. Pursuant to the License Agreement, Genesar granted the Company a worldwide exclusive license to all rights relating to, and intellectual property regarding, GenEpic™, a dietary supplement.

Upon execution of the License Agreement, Genesar is entitled to receive 100,000 restricted shares of the Company common stock valued at $60,900 based on the market price on the date of execution, which were issued on March 26, 2014, a royalty fee of $4/box of 30 sachets of GenEpic sold by the Company beginning after 4,000 boxes have been sold, and a payment of $200,000 for advances on royalty fees, due by December 1, 2013. The License Agreement has an initial term of 36 months, and will automatically renew for another 36-month term unless terminated by providing 90 days written notice to the other party prior to the end of the term.As of April 30, 2014, the Company has paid $140,000 of the $200,000 prepayment of royalty fees, which will be offset against future royalty fees incurred on products sold. 

NOTE 5 – LEASES

The Company leases a 3,000 square foot office in the Draper, Utah that serves as its principal executive offices. The lease expires on December 31, 2014. Pursuant to the lease, the rent for the nine months ended April 30, 2014 and 2013 totaled $35,910 and $34,170, respectively.

The Company has six separate subleases for six rooms totaling 1,500 square feet of their Draper office space to six individuals on a month to month basis. In May 2013, a sublease related to one of the rooms was terminated. The remaining two leases were terminated in September 2013 and October 2013. Pursuant to the sublease agreements, the monthly rent received for the nine months ended April 30, 2014 and 2013 totaled $1,850 and $9,900, respectively.

The Company leased certain machinery and equipment in 2013 and 2012 under an agreement that is classified as an operating lease. The lease expired on July 15, 2013 and is now leased on a month-to-month basis. Rent expense under the operating lease totaled $3,277 and $2,790 for the nine months ended April 30, 2014 and 2013, respectively.

NOTE 6 – RELATED PARTY NOTES PAYABLE

In January 2012, the Company entered into a two year, zero percent note with an 8% imputed interest rate with an officer, in the amount of $150,000. The note is due on December 31, 2014. The Company agreed to pay royalty payments in connection with sales of a certain product line. The Company paid royalty payments of $9,019 and $73,742 in the nine months ended April 30, 2014 and 2013, respectively.

As of April 30, 2014 and July 31, 2013, the Company owed a total of $66,180 and $75,000 in principal in related party notes.

NOTE 7 – RELATED PARTY PAYABLE

Related party payables consist of payments made by a director through credit cards and use of a line of credit used to pay expenses on behalf of the Company. During the nine months ended April 30, 2014 and 2013, the officer lent $0 and $80,775 and the Company made payments of $3,307 and $0, respectively. As of April 30, 2014 and July 31, 2013, the Company owed a total of $21,158 and $24,514 in related party payables.

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NOTE 8 – LINES OF CREDIT AND LOAN PAYABLE

The Company maintains a Line of Credit with Key Bank (the "Lender"). The Line of Credit was opened on August 28, 2012, with an available $250,000 to be drawn on for one year, not to exceed the principal amount ("draw period"). Once the draw period is completed, advances will no longer be permitted and the Company shall repay the principal and interest outstanding, over 5 years ("repayment period"). The repayment period begins August 28, 2013, after which a minimum monthly payment amount will be determined. The initial interest rate is 5.210%, and is variable. The variable interest rate is based on an independent index which is the "prime rate" as published each business day in the "Money Rates" column of the Wall Street Journal. Interest on the note is computed on a 365/365 simple interest basis, using 1.960% points over the index. The Lender executed a commercial security agreement. With this agreement, the Lender is entitled to a security interest in the Company's inventory, chattel paper, accounts receivable and general intangibles. In August 2013, the line of credit was converted into a note, and the Company is no longer able to borrow any additional funds. Under the new terms of the note, the note has a face value of $250,000 that matures on September 1, 2018, with an interest rate of prime plus 1.960%, and as of the date of the note, the interest rate was 5.21%. The note has minimum monthly payments of $4,745 which started on October 1, 2013. The balance outstanding on this note and line of credit as of April 30, 2014 and July 31, 2013 was $220,274 and $244,000, respectively. As of April 30, 2014, the Company has paid $29,726 in principal payments. The Lender allowed the Company to absorb a prior $50,000 note into this note, not affecting the repayment date. The Company did incur issuance costs of $4,037, which were expensed upon occurrence.

On December 9, 2013, the Company issued a promissory note to Southridge as part of an equity purchase agreement (the "Equity Purchase Agreement") for $50,000, with 0% interest. The note was issued in lieu of due diligence and legal fees. This note matures on May 31, 2014 and is not convertible into common stock. See Note 11.

Loans payable consisted of the following as of April 30, 2014:

Loan Payable
	April 30,
	2014
$250,000 face value, converted from a LOC on August 28, 2013, interest rate of 5.21%, matures on September 1, 2018.		$	220,274
$50,000 face value, issued on December 9, 2013, with no interest rate, matures on May 31, 2014.			50,000
Total Loan payable			270,274
Less current portion			-
Loan payable, long-term		$	270,274

In 1998, the Company entered into a line of credit with Zions Bank ("Lender") with a credit limit of $40,000. The line bears a compounding per annum fixed interest rate of 5.25%. As of April 30, 2014 and July 31, 2013, the Company owed $33,960 and $18,777 in principal, respectively. The Lender executed a commercial security agreement. With this agreement, the Lender is entitled to a security interest in the Company's inventory, chattel paper, accounts receivable and general intangibles. The Company did incur a setup fee, which has been fully amortized. There is no term limit on the line and the Company is allowed to draw up to its dollar limit.

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NOTE 9 – CONVERTIBLE NOTES PAYABLE AND LOAN PAYABLE

Convertible notes payable consisted of the following as of April 30, 2014 and July 31, 2013, respectively:

	April 30,		July 31,
	2014		2013
$250,000 face value, issued on September 27, 2013, interest rate of 10%, matures on September 27, 2015.	$	250,000	$	-
$125,000 face value, issued on October 18, 2013, interest rate of 10%, matures on October 18, 2015.		125,000		-
$150,000 face value, issued on November 22, 2013, interest rate of 10%, matures on November 22, 2015.		150,000		-
$78,500 face value, issued on January 14, 2014, interest rate of 8%, matures on October 14, 2014, net of unamortized discount of $63,653 and $0 as of April 30, 2014 and July 31, 2013.		14,847		-
$53,000 face value, issued on March 19, 2014, interest rate of 8%, matures on December 26, 2014, net of unamortized discount of $49,040and $0 as of April 30, 2014 and July 31, 2013.		3,990		-
Total convertible notes payable – non-related parties		543,837		-
Less current portion		111,459		-
Convertible notes payable, long-term	$	432,378	$	-

On September 27, 2013, the Company issued a convertible note to an unrelated party for $250,000 that matures in September 27, 2015. The note bears an interest rate of 10% per annum with a floor of $.005 per share, and principal is convertible at any time after September 27, 2013 in part or in whole into shares of the Company's Common Stock using the average closing prices for five trading days directly preceding the conversion date. Interest is not convertible and is due upon conversion or at maturity date.

On October 18, 2013, the Company issued a convertible note to an unrelated party for $125,000 that matures in October 18, 2015. The note bears an interest rate of 10% per annum with a floor of $.005 per share, and principal is convertible at any time after October 18, 2013 in part or in whole into shares of the Company's Common Stock using the average closing prices for five trading days directly preceding the conversion date. Interest is not convertible and is due upon conversion or at the maturity date.

On November 22, 2013, the Company issued a convertible note to an unrelated party for $150,000 that matures in November 22, 2015. The note bears an interest rate of 10% per annum with a floor of $.005 per share, and principal is convertible at any time after November 22, 2013 in part or in whole into shares of the Company's Common Stock using the average closing prices for five trading days directly preceding the conversion date. Interest is not convertible and is due upon conversion or at the maturity date.

On January 14, 2014, the Company entered into a convertible promissory note with Asher Enterprises, Inc. ("Asher") a Delaware Corporation for an 8% convertible promissory note with an aggregate principal amount of $78,500 which together with any unpaid accrued interest is due on October 17, 2014. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder's option 180 days from inception at a variable conversion price calculated as 58% of the Market Price, which means the average of the lowest three Trading Prices (defined as the closing bid prices) during the ten trading day period ending on the last complete trading day prior to the conversion date with a floor of $.00005 as stated in the conversion feature. In January 2014, the Company received cash in the amount of $58,600, with the remaining $19,900 being used for legal and accounting fees. The Company analyzed the note on the issuance date on January 14, 2014. The Company determined that the variable conversion price and the floor exceeding the authorized number of shares results in the need for bifurcation into a separate derivative liability valued at fair market value. On January 14, 2014, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $87,968 and a discount on the note of $78,500.

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On March 19, 2014, the Company entered into a convertible promissory note with KBM Worldwide, Inc. ("KBM") a New York Corporation for an 8% convertible promissory note with an aggregate principal amount of $53,000 which together with any unpaid accrued interest is due on December 26, 2014. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder's option 180 days from inception at a variable conversion price calculated as 58% of the Market Price, which means the average of the lowest three Trading Prices (defined as the closing bid prices) during the three trading day period ending on the last complete trading day prior to the conversion date with a floor of $.00005 as stated in the conversion feature. In March 2014, the Company received cash in the amount of $24,487, with the remaining $6,898 being used for legal and accounting fees. The Company analyzed the note on the issuance date on January 14, 2014. The Company determined that the variable conversion price and the floor exceeding the authorized number of shares results in the need for bifurcation into a separate derivative liability valued at fair market value. On March 19, 2014, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $47,806 and a discount on the note of $78,500.

As of April 30, 2014, the Company estimated the fair market value of the derivative liability to be $129,176, with a change in fair value of $6,598, and recorded $14,847 in amortization related to the discount on the note to interest expense.

NOTE 10 – INCOME TAXES

The tax provision for interim periods is determined using an estimate of the Company's effective tax rate for the full year adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter the Company updates its estimate of the annual effective tax rate, and if the estimated tax rate changes, the Company makes a cumulative adjustment.

At April 30, 2014 and July 31, 2013, the Company has a full valuation allowance against its deferred tax assets as it believes it is more likely than not that these benefits will not be realized.

The Company files income tax returns in the U.S. federal tax jurisdiction and state of Utah tax jurisdiction. The tax year for 2013 remains open for federal and/or state tax jurisdictions.

NOTE 11 – STOCK TRANSACTIONS

As of April 30, 2014 and July 31, 2013, the Company has 750,000,000 shares of common stock authorized with a par value of $.001, and 49,651,766 and 25,005,544 shares of common stock issued and outstanding, respectively.

During the nine months ended April 30, 2014, the Company also issued 2,429,555 shares of Common Stock as share-based compensation to employees and non-employees valued at $807,852, based on the market price of the stock as of the applicable measurement date. The Company also issued 716,667 shares of fully vested and nontransferable common stock as prepaid services over a six month period valued at $189,875 based on the market price as of the measurement date.

Equity Purchase Agreement

The Company entered into an equity purchase agreement with Southridge Partners II, LP ("Southridge") on December 9, 2013. Pursuant to the Equity Purchase Agreement, Southridge committed to purchase up to $10,000,000 of the Company's common stock, over a period of time terminating on the earlier of: (i) 24 months from the effective date of a registration statement to be filed in connection therewith or (ii) the date on which Southridge has purchased shares of common stock pursuant to this agreement for an aggregate maximum purchase price of $10,000,000; such commitment is subject to certain conditions. The purchase price to be paid by Southridge will be 90% of the average of the lowest three (3) daily volume weighted average prices for the Company's common stock for the ten (10) trading days immediately following clearing of the Estimated Put Shares (defined below) (such purchase price the "Put Purchase Price") under the Equity Purchase Agreement.

The Company will deliver to Southridge, simultaneously with delivery of a Put Notice, a number of Shares equal to 125% of the Investment Amount divided by the closing price of the Company's common stock on the day preceding the Put Notice date (the "Estimated Put Shares"). The actual number of Shares purchased by Southridge for the Investment Amount shall then be calculated by dividing the Investment Amount by the Put Purchase Price. Any excess Estimated Put Shares shall then be returned to the Company.

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The number of Shares sold to Southridge at any time shall not exceed the number of such shares that, when aggregated with all other shares of common stock of the Company then beneficially owned by Southridge, would result in Southridge owning more than 9.99% of all of the Company's common stock then outstanding. Also as part of the equity purchase agreement, the Company issued a promissory note to Southridge for $50,000, with 0% interest. This note matures on May 31, 2014 and is not convertible into common stock. Finally, as part of the equity purchase agreement, Southridge is prohibited from executing any short sales of the Company's common stock during the term of the equity purchase agreement.

The Company will not be entitled to put shares to Southridge:

··	unless there is an effective registration statement under the Securities Act to cover the resale of the shares by Southridge;
··	unless the common stock continues to be quoted on the OTC Bulletin Board and has not been suspended from trading;

··	if an injunction shall have been issued and remain in force, or action commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of the shares to Southridge;
··	if the Company has not complied with their obligations and are otherwise in breach of or in default under, the Equity Purchase Agreement, our registration rights agreement (the "Registration Rights Agreement") with Southridge or any other agreement executed in connection therewith with Southridge;
··	since the date of the filing of the Company's most recent filing with the Securities and Exchange Commission no event that had or is reasonably likely to have a Material Adverse Effect (as defined in the Equity Purchase Agreement) has occurred; and
··	to the extent that such shares would cause Southridge's beneficial ownership to exceed 9.99% of our outstanding shares.

The Equity Purchase Agreement further provides that Southridge is entitled to customary indemnification from the Company for any losses or liabilities it suffers as a result of any breach of any provisions of the Equity Purchase Agreement or the Registration Rights Agreement, or as a result of any lawsuit brought by a third-party arising out of or resulting from Southridge's execution, delivery, performance or enforcement of the Equity Purchase Agreement or the Registration Rights Agreement or from material misstatements or omissions in the prospectus accompanying the registration statement for the resale of the shares issued to Southridge.

As of April 30, 2014, no shares have been issued under the Equity Purchase Agreement.

NOTE 12 – DERIVATIVE LIABILITY

FASB ASC 820 defines fair value, establishes a framework for measuring fair value under U.S. generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under FASB ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, with the first two inputs considered observable and the last input considered unobservable, that may be used to measure fair value as follows:

·· Level one -- Quoted market prices in active markets for identical assets or liabilities;

·· Level two – Inputs, other than level one inputs, that are either directly or indirectly observable; and

·· Level three -- Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

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Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company has one liability measured at fair value on a recurring basis, which consists of a derivative liability on certain convertible notes payable (see NOTE 9). As of April 30, 2014 this derivative liability had an estimated fair value of $129,176. The Company has no assets that are measured at fair value on a recurring basis.

The following table presents information about our derivative liability, which was our only financial instrument measured at fair value on a recurring basis using significant inputs other than level one inputs that are either directly or indirectly observable (Level 2) as of April 30, 2014:

Balance at July 31, 2013	$	-
New Derivative Liability		135,774
Total (gains)losses included in earnings		(6,598	)
Issuances		-
Balance at April 30, 2014	$	129,176

The fair value of this derivative liability was calculated using the multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. These models are based on future projections of the various potential outcomes. The features in the notes that were analyzed and incorporated into the model included the conversion feature with the reset provisions; redemption provisions; and the default provisions. Assumptions used to calculate the fair value of the derivative liability were as follows:

	April 30,
	2014
Expected term in years		.46-.77 years
Risk-free interest rates		0.06-0.10	%
Volatility		.25 -84	%
Dividend yield		0.00	%

In addition to the assumptions above, the Company also takes into consideration whether or not the Company would participate in another round of financing and if that financing is registered or not and what that stock price would be for the financing at that time. The Company will continue to adjust the derivative liability for changes in fair value until the notes matures on October 14, 2014 and December 26, 2014.

NOTE 13 – INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS

Geographic Sales Regions

We currently sell and distribute our products in four geographic regions: North Asia, Greater China, South Asia/Pacific, and the Americas. The following table sets forth the revenue for each of the geographic regions for the three and nine months ended April 30, 2014 and 2013:

	Three Months Ended April 30,
	2014				2013
Americas	$	441,739	61.63	%	$	280,636	57.19	%
Europe		5,000	0.70			-	-
North Asia		6,623	0.92			251	0.05
Greater China		73,603	10.27			26,446	5.39
South Asia/Pacific		189,798	26.48			183,372	37.37
	$	716,763	100.00	%	$	490,704	100.00	%

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	Nine Months Ended April 30,
	2014				2013
Americas	$	1,425,517	73.34	%	$	1,610,727	71.84	%
Europe		5,000	0.26			-	-
North Asia		33,417	1.72			3,551	0.16
Greater China		114,690	5.90			220,002	9.81
South Asia/Pacific		365,118	18.78			407,886	18.19
	$	1,943,742	100.00	%	$	2,242,166	100.00	%

The table below lists our equipment, net, by geographic area for the three and nine months ended April 30, 2014 and 2013:

	Three & Nine Months Ended April 30,
	2014					2013
Americas		$	18,421	99.01	%		$	24,423	100.00	%
North Asia			-	-				-	-
Greater China			-	-				-	-
South Asia/Pacific			-	-				-	-
		$	18,421	99.01	%		$	24,423	100.00	%

The following table sets forth the revenue generated by each of the Company's product lines for the three and nine months ended April 30, 2014 and 2013:

	Three Months Ended April 30,
	2014					2013
Product Sales		$	713,438	99.54	%		$	487,821	99.41	%
NBA Services			3,325	0.46				2,883	0.59
Educational Services			-	-				-	-
		$	716,763	100.00	%		$	490,704	100.00	%

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	Nine Months Ended April 30,
	2014					2013
Product Sales		$	1,929,028	99.24	%		$	2,233,335	99.61	%
NBA Services			14,714	0.76				8,831	0.39
Educational Services			-	-				-	-
		$	1,943,742	100.00	%		$	2,242,166	100.00	%

Significant Customers

There is currently one customer that makes up 37.2% and 28.1% of total sales as of the three months ended April 30, 2014 and 2013, respectively, and 46.1% and 46.2% of total sales as of the nine months ended April 30, 2014 and 2013, respectively.

NOTE 14 – SUBSEQUENT EVENTS

On May15, 2014, the Company entered into a convertible promissory note with KBM Worldwide, Inc. ("KBM"), a New York corporation, for an 8% convertible promissory note with an aggregate principal amount of $63,000, which together with any unpaid accrued interest is due on February 2, 2015. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder's option 180 days from inception at a variable conversion price calculated as 58% of the Market Price which means the average of the lowest three Trading Prices (defined as the closing bid prices) during the ten trading day period ending on the last complete trading day prior to the conversion date, with a floor of $.00005 as stated in the conversion feature.  On May 16, 2014, the note was funded by KBM.

On or about May 28, 2014, the Company issued 1,500,000 shares of common stock (the "Estimated Put Shares") to Southridge Partners II, LP ("Southridge") pursuant to the Company's Equity Purchase Agreement with Southridge.  On June 3, 2014, the Company delivered the Estimated Put Shares and a put notice to Southridge, requiring Southridge to purchase $91,200 of common stock in accordance with the Equity Purchase Agreement.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

The following summary of our results of operations should be read in conjunction with our financial statements for the three and nine months ended April 30, 2014 and 2013.

Our operating results for the three and nine months ended April 30, 2014 and 2013, are summarized as follows:

	Three Months Ended						Nine Months Ended
	April 30,						April 30,
	2014			2013			2014			2013
Revenues	$	716,763		$	490,704		$	1,943,742		$	2,242,166
Cost of Sales	$	(370,129	)	$	(317,794	)	$	(1,269,526	)	$	(1,729,411	)
Operating Expenses	$	(647,544	)	$	(178,054	)	$	(2,125,517	)	$	(600,280	)
Loss on settlement of fraudulent activity	$	-		$	-		$	(37,300	)	$	-
Change in fair value of  derivative	$	5,981		$	-		$	6,598		$	-
Interest Expense	$	(32,425	)	$	(4,924	)	$	(71,326	)	$	(14,423	)
Net Income (Loss)	$	(327,354	)	$	(10,068	)	$	(1,553,329	)	$	(101,948	)

Revenues and Cost of Sales

Our business model currently generates revenues from two primary sources:

1)	Product sales: 99.54% and 99.41% and 99.24% and 99.61% for the three and nine months ended April 30, 2014 and 2013, respectively; and
2)	Nutritional Blood Analysis (NBA) services: .46% and .59% and .76% and .39% for three and nine months ended April 30, 2014 and 2013, respectively.

Our revenues from product sales increased and decreased from $487,821 and $2,233,335 in the three and nine months ended April 30, 2013, to $713,438 and $1,929,028 in the three and nine months ended April 30, 2014, a decrease of 22.01% and 30.36% totaling $21,630 and $529,924, respectively. The increase was due to the company increasing sales through trade shows and marketing in the current three month when compared to the same period last year. The decrease was due to a decrease in product sales with our larger customers. The revenues from NBA services increased from $2,883 and $8,831 in the three and nine months ended April 30, 2013, to $2,604 and $11,389 in the three and nine months ended April 30, 2014, an increase of $3,325 and $14,714, respectively. The increase was due to the Company implementing the NBA program at the end of the October 2012, compared to a full nine months' worth of NBA activity in the nine months ended April 30, 2014.

Revenues derived from sales in the Americas totaled $441,739 and $1,425,517, or 61.63% and 73.34%, in the three and nine months ended April 30, 2014, as compared to $280,636 and $1,610,727, or 57.19% and 71.84% in the three and nine months ended April 30, 2013, respectively. Revenues derived from sales outside of the Americas totaled $275,024 and $518,225, or 38.37% and 26.66%, in the three and nine months ended April 30, 2014, as compared to $210,069 and $631,439, or 42.81% and 28.16%, in the three and nine months ended April 30, 2013, respectively.

Revenues derived from product sales totaled $713,438 and $1,929,028, or 99.54% and 99.24%, in the three and nine months ended April 30, 2014, as compared to $716,763 and $2,233,335, or 99.41% and 99.61%, in the comparable period in 2013, respectively. The company also derived revenue from NBA services in the amount of $3,325 and $14,714, or .46% and .76%, in the three and nine months ended April 30, 2014, as compared to $2,883 and $8,831, or .59% and .39%, in the three and nine months ended April 30, 2013, respectively. The company did not derive revenues from educational services in 2014 or 2013.

Our cost of sales decreased from $317,794 and $1,729,411 in the three and nine months ended April 30, 2013, to $370,129 and $1,269,526 in the three and nine months ended April 30, 2014, an increase and decrease of 16.47% and 26.59%  totaling $52,335 and $459,885. The increase and decrease directly relates to the increase and decrease in product sales in 2014 as well as a change in the mix of products sold as the Company has sold fewer low margin products.

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Interest expense increased from $4,924 and $14,423 in the three and nine months ended April 30, 2013, to $32,425 and $71,326 in the three and nine months ended April 30, 2014, an increase of 558.51% and 394.53% totaling $27,501 and $56,903, respectively. The increase is due to the Company taking out five convertible notes in the current nine month period.

Expenses

Our operating expenses for the three and nine-month periods ended April 30, 2014 and 2013 are outlined in the table below:

	Three Months Ended				Nine Months Ended
	April 30,				April 30,
	2014		2013		2014		2013
General and administrative	$	161,951	$	85,431	$	402,048	$	265,849
Professional fees	$	338,197	$	11,195	$	930,350	$	15,500
Research and development	$	616	$	1,250	$	32,233	$	44,706
Salaries and wages	$	146,780	$	80,178	$	760,886	$	274,225

Our total operating expenses for the three and nine months ended April 30, 2014, were $647,544 and $2,125,517, as compared to $178,054 and $600,280 for the comparable periods in 2013, an increase of 263.68% and 254.09% totaling $469,490 and $1,525,237. The increase in operating expenses during the three and nine months ended April 30, 2014, as compared to the same periods in 2013 was due to an increase in salaries and wages, and in general and administrative and professional expenses, partially offset by a decrease in research and development.

General and administrative expense increased from $85,431 and $265,849 in the three and nine months ended April 30, 2013, to $161,951 and $402,048 in the comparable period in 2014, an increase of 89.57% and 51.23% totaling $76,520 and $136,199, respectively. The increase is due mostly to an increase in advertising and marketing and travel expenses in the three months ended April 30, 2014 compared to the same period in 2013.

Research and development expense decreased as a result of the Company funding a large clinical study on the effects of the patented AES™, which decreased research and development expense from $1,250 and $44,706 in the three and nine months ended April 30, 2013, to $616 and $32,233 in the same period in 2014.

Professional fees increased from $11,195 and $15,500 in the three and nine months ended April 30, 2013, to $338,197 and $930,350 in the three and nine months ended April 30, 2014, an increase of 2,920.96% and 5,902.26% totaling $327,002 and $914,850, respectively. The increase is due to the Company, in the current periods, engaging outside consultants to provide sales and management services, engaging outside accountants to provide accounting services, engaging auditors to review and audit its financial statements, incurring increased legal expenses, and issuing stock for services as a result of becoming a public company in the current period.

Salaries and wages expenses increased from $80,178 and $274,225 in the three and nine months ended April 30, 2013, to $146,780 and $760,886 during the same periods in 2014, an increase of 83.07% and 177.47% totaling $66,602 and $486,661, respectively. The increase is due to the Company issuing stock bonuses of 1 million and 3,334 shares of common stock to the president and a director during the second quarter and an increase in salaries to executives in the current quarter.

Equity Compensation

The Company issued stock bonuses of 1 million and 3,334 shares of common stock to the Company's president and director and the Company's general manager respectively during the current 9 months.

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Liquidity and Financial Condition

Working Capital
	April 30,			July 31,
	2014			2013
Current Assets	$	746,648		$	450,137
Current Liabilities	$	841,305		$	688,339
Working Capital (deficit)	$	(94,657	)	$	(238,202	)

Cash Flows
	Nine Months Ended
	April 30,
	2014				2013
Net Cash Provided by (Used in) Operating Activities		$	(600,315	)		$	58,537
Net Cash Provided by (Used in) Financing Activities		$	(1,670	)		$	(1,663	)
Net Cash Used in Investing Activities		$	638,397			$	(28,434	)
Increase in Cash during the Period		$	36,412			$	28,440
Cash and Cash Equivalents, End of Period		$	47,451			$	60,462

The Company had current assets of $746,648 as of April 30, 2014, as compared to $450,137 as of July 31, 2013; the increase is mostly due to the Company's increase in cash and cash equivalents due to the Company entering into five convertible notes totaling $656,500, an increase in prepaid expenses related to a stock issuance for future consulting services, and an increase in advances on royalties, related party, during the current period. The Company had current liabilities of $841,305 as of April 30, 2014, as compared to $688,339 July 31, 2013. The increase is mainly due to an increase in a derivative liability, an increase in unearned revenues, and an increase in accounts payable and accrued expenses due to a decrease in sales. The change is partially offset by the conversion of a line of credit into a long-term note. The Company has incurred cumulative losses since inception of $4,077,820. As of April 30, 2014, the Company had working capital of $94,657 due to an influx of cash from an increase in borrowing during the nine months ended April 30, 2014, as compared to a working deficit in July 31, 2013 of $238,202.

Cash from operating activities decreased to ($600,315) during the nine months ended April 30, 2014, as compared to $58,537 in the comparable period in 2013. The decrease was mostly due to changes in net loss, share based compensation, accounts receivable, inventory, unearned revenue, advances on royalties, and accounts payable.

Cash from financing activities increased to $638,397 during the nine months ended April 30, 2014, as compared to ($28,434) in the comparable period in 2013. The increase was mostly due to an increase in borrowing under convertible notes as well as proceeds from related party notes payable and lines of credit, partially offset by a decrease in payments of related party notes payable.

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Cash used in investing activities increased from ($1,670) during the nine months ended April 30, 2014, to ($1,663) in the same period in 2013. The increase is due to purchasing equipment in 2013, which was less than the purchases in the same period in 2014.

The future of the Company as an operating business will depend on its ability to obtain sufficient capital contributions and/or financing as may be required to sustain its operations. Management's plan to address these issues includes an increased exercise of cost controls to conserve cash and obtaining additional debt and/or equity financing.

As we continue our business operations, we will continue to experience net negative cash flows from operations, pending receipt of significant revenues that generate a positive sales margin.

The Company expects that additional operating losses will occur until net margins gained from sales revenue are sufficient to offset the costs incurred for marketing, sales and product development. Until the Company has achieved a sales level sufficient to break even, it will not be self-sustaining or be competitive in the areas in which it intends to operate.

The Company's management team believes that its success depends on the Company's ability to raise additional capital and increase product sales. The Company is currently expanding into Southeast Asia and the European Union. By selling in multiple international markets, the Company believes that it will be able to successfully implement its business plan and achieve profitability.

As of April 30, 2014, the existing capital and anticipated funds from operations were not sufficient to sustain Company operations or the business plan over the next twelve months. We anticipate substantial increases in our cash requirements which will require additional capital to be generated from the sale of Common Stock, the sale of Preferred Stock, equipment financing, debt financing and bank borrowings, to the extent available, or other forms of financing to the extent necessary to augment our working capital. In the event we cannot obtain the necessary capital to pursue our strategic business plan, we may have to significantly curtail our operations. Failure to obtain additional financing would have a material adverse effect on our business operations. There is no assurance that the Company will be able to obtain additional funding when needed, or that such funding, if available, can be obtained on terms acceptable to the Company.

Recent global events, as well as domestic economic factors, have limited the access of many companies to both debt and equity financing. As such, no assurance can be made that financing will be available or available on terms acceptable to the Company, and, if available, it may take the form of debt or equity. In either case, any financing will have a negative impact on our financial condition and may result in an immediate and substantial dilution to our existing stockholders.

Although the Company intends to engage in a subsequent equity offering of its securities to raise additional working capital for operations, the Company has no firm commitments for any additional equity funding at the present time. However, during the nine months ended April 30, 2014, the Company obtained total proceeds of $656,500 by issuing four debt instruments for $250,000, $125,000, $150,000, $78,500, and $53,000 in principal. Insufficient financial resources may require the Company to delay or eliminate all or some of its development, marketing, and sales plans, which could have a material adverse effect on the Company's business, financial condition, and results of operations. There is no certainty that the expenditures to be made by the Company will result in a profitable business proposed by the Company.

Subsequent Events

On May15, 2014, the Company entered into a convertible promissory note with KBM Worldwide, Inc. ("KBM"), a New York corporation, for an 8% convertible promissory note with an aggregate principal amount of $63,000, which together with any unpaid accrued interest is due on February 2, 2015. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder's option 180 days from inception at a variable conversion price calculated as 58% of the Market Price which means the average of the lowest three Trading Prices (defined as the closing bid prices) during the ten trading day period ending on the last complete trading day prior to the conversion date, with a floor of $.00005 as stated in the conversion feature.  On May 16, 2014, the note was funded by KBM.

On or about May 28, 2014, the Company issued 1,500,000 shares of common stock (the "Estimated Put Shares") to Southridge Partners II, LP ("Southridge") pursuant to the Company's Equity Purchase Agreement with Southridge.  On June 3, 2014, the Company delivered the Estimated Put Shares and a put notice to Southridge, requiring Southridge to purchase $91,200 of common stock in accordance with the Equity Purchase Agreement.

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Critical Accounting Policies

Our financial statements are based on the application of accounting principles generally accepted in the United States ("GAAP"). GAAP requires the use of estimates, assumptions, judgments, and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue, and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk, and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 2 of our financial statements included in both of the Company's Current Reports on Form 8-K and Form 8-K/A filed on September 24, 2013 and December 12, 2013 respectively.  While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our results of operations, financial position, or liquidity for the periods presented in this report.

The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on its results of operations, financial condition, or cash flows, based on current information.

Revenue Recognition

Our revenue is derived from the service revenue from Nutritional Blood Analysis, sale of retail products, and revenue derived from educational services.

The Company's revenue recognition policy is in accordance with the requirements of Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition ("SAB 104"), and other applicable revenue recognition guidance under US GAAP. Sales revenue is recognized for our retail and wholesale customers when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, and (iv) collectibility is reasonably assured — generally when products are shipped to the customer and services are rendered, except in situations in which title passes upon receipt of the products by the customer. In this case, revenues are recognized upon notification that customer receipt has occurred. The Company accrues an estimated amount for sales returns and allowances related to defective or returned products at the time of sale based on its ability to estimate sales returns and allowances using historical information. Shipping and handling fees and related freight costs and supplies associated with shipping products to customers are included as a component of cost of sales. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

The Company also recognizes revenues from the distribution of its product through trade partners.  Related revenues consist of product costs, distribution fees, testing and labeling costs, as well as any associated administrative fees.  The Company recognizes these revenues after the product has been shipped from the outsource manufacturer to the trade partner.  The Company has contractual obligation to pay the outsource manufacturers, and as a principal in these arrangements the Company includes the total product price as revenue in accordance with applicable accounting guidance.   The Company has separately negotiated contractual relationships with its trade partners, and under contracts with these trade partners the Company assumes the credit risk of product produced by the outsource manufacturer and dispensed to the trade partner. 

22

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As the Company is a "smaller reporting company," this item is not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Securities and Exchange Commission defines the term "disclosure controls and procedures" to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer's management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive and interim chief financial officer to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures are not effective as of such date.  The Chief Executive Officer and Chief Financial Officer have determined that the Company continues to have the following deficiencies which represent a material weakness:

1. A lack of independent directors;

2.   Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;

3.   Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;

4.  Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.

23

To remediate our internal control weaknesses, management intends to implement the following measures:

▪ The Company will add a sufficient number of independent directors to the board and form an Audit Committee.

▪ The Company will add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements.

▪ The Company will hire staff technically proficient at applying U.S. GAAP to financial transactions and reporting.

▪ Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.

The additional hiring is wholly contingent upon the Company's ability to increase its cash flow as a result of its operations. Management hopes to have sufficient funds in the coming fiscal year to begin to institute the above measures but provides no assurances that it will be able to do so.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred in the quarter ending April 30, 2014, that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

Limitations on the Effectiveness of Controls

The Company's management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud.  A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met.  Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.  Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls.  The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Projections of any evaluation of controls effectiveness to future periods are subject to risks.  Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II – OTHER INFORMATION

ITEM 1.                 LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such pending or threatened legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

On June 17, 2013, the Company's subsidiary, Health Education Corporation ("Health Education"), served a complaint on Ignite Naturals, Inc., a customer ("Ignite"), for breach of contract and failure to pay amounts owed by Ignite for its purchase orders with Health Education, and seeking general damages of $146,352.76.  Ignite subsequently removed the case from Utah state court to federal district court, and filed an Answer and Counterclaim, which the Company answered on September 9, 2013.  Ignite's counsel subsequently withdrew from the case, the court ordered Defendant to have new counsel appear within 21 days, and on November 18, 2013, the court entered an order ordering Defendant to, within 14 days of the order, show cause why sanctions against Defendant should not be imposed for failure to appoint counsel.  On December 10, 2013, for Defendant's failure to appear at the initial pretrial conference or show cause why sanctions against Defendant were not appropriate, the court entered an order imposing terminating sanctions on Defendant and directing the court clerk to enter judgment in favor of Health Education for $146,352.76.  On December 12, 2013, the court entered judgment in favor of Health Education against Ignite for $146,352.76.

24

On November 22, 2013, the Company, through counsel, sent a demand to Zions Bank ("Zions") in connection with the three wires sent by Zions pursuant to oral instructions received from the person fraudulently identifying himself as Dr. Gibbs via telephone (totaling $208,920), for an immediate credit to the Company's bank account of all unrecovered funds from those wires (totaling $54,028).  On January 7, 2014, the Company settled with Zions in full, and Zions paid the Company $27,014.

On March 20, 2014, the Company's subsidiary, Health Education Corporation ("Health Education"), was served a copy of a complaint filed by EpicEra Incorporated ("Epic") in the Utah Third Judicial District Court for the return of a $100,000 deposit paid by Epic to Health Education for the supply of nutritional products.  On April 16, 2014, Health Education answered the Complaint and filed a counterclaim against Epic and third-party claims against eCosway USA, Inc. ("eCosway," which is Epic's owner), and its principals, for breach of a non-disclosure and non-circumvention agreement, unjust enrichment, fraud, and fraudulent nondisclosure.  Health Education's claims alleged that (1) eCosway and its principals have defrauded Health Education and engaged in a scheme of corporate espionage to misappropriate Health Education's proprietary information and trade secrets to launch their new multilevel marketing company, Epic; (2) under the fraudulent guise of partnering with Health Education to have Health Education formulate and produce the health products to be sold by Epic's distributors, eCosway and its principals signed a non-disclosure and non-circumvention agreement that they had no intention of honoring in order to gain access to Health Education's proprietary information so that they could steal that information and use it for their own benefit; (3) Health Education relied upon the non-disclosure and non-circumvention agreement and misrepresentations of Epic, eCosway, and its principals, and disclosed the proprietary information and formulations, which Epic then appropriated as its own.  Health Education's claims request general damages as well as punitive damages.

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

On March 26, 2014, the Company issued 390,888 shares of common stock as share-based compensation to unrelated third-party non-employees (for marketing, management, sales, and business development services) valued at $92,172, based on the market price of the stock as of the applicable measurement date. As part of the License Agreement with Genesar, the Company issued Genesar 100,000 shares of the Company's common stock valued at $60,900. On May 18, 2014, the Company issued share-based compensation to an unrelated third-party non-employee 300,000 shares of common stock valued at $34,500 (for marketing, management, and sales services) based on the market price as of the measurement date.  The issuances of these shares were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as there was no general solicitation, and the transactions did not involve a public offering.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5.  OTHER INFORMATION

None.

25

ITEM 6. EXHIBITS

Number	Description
2.1	Share Exchange Agreement with Health Education Corporation dated September 13, 2013 (incorporated by reference to our Form 8-K filed on September 24, 2013)
3.1	Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on December 19, 2008)
3.2	Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on December 19, 2008)
3.3	Articles of Merger filed with Nevada with an effective date of September 19, 2013 (incorporated by reference to our Current Report on Form 8-K filed on September 19, 2013)
10.1	License Agreement with Tracy Gibbs for US Patent Number 7,235,390 B2, dated June 14, 2007 (incorporated by reference to our Current Report on Form 8-K/A filed on December 12, 2013)
10.2	Employment Agreement with Diana Brown, dated May 1, 2010 (incorporated by reference to our Current Report on Form 8-K/A filed on December 12, 2013)
10.3	Employment Agreement with Nathan Jenson, dated May 14, 2012 (incorporated by reference to our Current Report on Form 8-K/A filed on December 12, 2013)
10.4	Office Lease Agreement with Unity Investments, LLC (incorporated by reference to our Current Report on Form 8-K/A filed on December 12, 2013)
10.5	License and Distribution Agreement with Nutriband USA, LLC, dated March 10, 2013 (incorporated by reference to our Current Report on Form 8-K/A filed on December 12, 2013)
10.6	License Agreement with Gennesar Nutraceuticals, LLC d/b/a Genesar Nutraceuticles (incorporated by reference to our Current Report on Form 8-K filed on November 26, 2013)
10.7	Equity Purchase Agreement dated December 9, 2013 (incorporated by reference to our Amendment No. 1 to Registration Statement on Form S-1/A filed on April 25, 2014)
31.1	Certification of Principal Executive Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

26

SIGNATURES

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

	Nutranomics, Inc.
Date: June 16, 2014	By:	/s/ Tracy K. Gibbs
		Tracy K. Gibbs
		Chief Executive Officer
		Chief Financial Officer

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

Date: June 16, 2014	/s/ Tracy K. Gibbs
	Tracy K. Gibbs, Chief Executive Officer, Chief Financial Officer, and Director

27

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14

I, Tracy Gibbs, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Nutranomics, Inc.;

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;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Quarterly Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 16, 2014

/s/ Tracy Gibbs

Tracy Gibbs

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13a-14

I, Tracy Gibbs, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Nutranomics, Inc.;

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;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Quarterly Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 16, 2014

/s/ Tracy Gibbs

Tracy Gibbs

Chief Financial Officer

(Principal 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 the Quarterly Report of Nutranomics, Inc. (the "Company"), on Form 10-Q for the period ended April 30, 2014, as filed with the Securities and Exchange Commission (the "Report"), I, Tracy Gibbs, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(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.

/s/ Tracy Gibbs

Tracy Gibbs

Chief Executive Officer

June 16, 2014

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

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 the Quarterly Report of Nutranomics, Inc. (the "Company"), on Form 10-Q for the period ended April 30, 2014, as filed with the Securities and Exchange Commission (the "Report"), I, Tracy Gibbs, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(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.

/s/ Tracy Gibbs

Tracy Gibbs

Chief Financial Officer

June 16, 2014

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

STOCK TRANSACTIONS (Detail Textuals 2) (Common Stock, Employees and Non-Employees, USD $)	9 Months Ended
	Apr. 30, 2014
Common Stock | Employees and Non-Employees
Stock Transactions [Line Items]
Number of shares of Common Stock issued as share-based compensation	2,429,555
Value of shares of issued as share-based compensation	$ 807,852
Number of shares of issued for prepaid services	716,667
Value of shares of issued for prepaid services	$ 189,875

XML

INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS (Detail Textuals)	3 Months Ended		9 Months Ended
	Apr. 30, 2014	Apr. 30, 2013	Apr. 30, 2014	Apr. 30, 2013
Segment Reporting Information [Line Items]
Number of geographic regions			4
Revenue
Segment Reporting Information [Line Items]
Percentage of total sales by single customer	100.00%	100.00%	100.00%	100.00%
Revenue | Customer Concentration Risk
Segment Reporting Information [Line Items]
Number of customers	1	1	1	1
Percentage of total sales by single customer	37.20%	28.10%	46.10%	46.20%

XML

LINES OF CREDIT AND LOAN PAYABLE (Detail Textuals) (USD $)			0 Months Ended	1 Months Ended				1 Months Ended
	Apr. 30, 2014	Jul. 31, 2013	Dec. 09, 2013 Promissory Note Equity Purchase Agreement Southridge Partners II, LP ("Southridge")	Aug. 28, 2013 Loans Payable	Apr. 30, 2014 Loans Payable	Apr. 30, 2014 Line of Credit	Jul. 31, 2013 Line of Credit	Aug. 28, 2012 Key Bank Line of Credit	Jul. 31, 1998 Zions Bank Line of Credit	Apr. 30, 2014 Zions Bank Line of Credit	Jul. 31, 2013 Zions Bank Line of Credit
Line of Credit Facility [Line Items]
Line of credit facility, amount								$ 250,000	$ 40,000
Line of credit, initiation date								Aug. 28, 2012
Line of credit facility, repayment period								5 years
Line of credit, initial interest rate								5.21%	5.25%
Line of credit facility, interest rate description								prime rate and variable
Debt instrument basis spread on variable rate				1.96%				1.96%
Face amount of note payable			50,000	250,000
Maturity date of note payable			May 31, 2014	Sep. 01, 2018
Percentage of interest rate on note payable			0.00%	5.21%
Note payable, minimum monthly payments				4,745
Note payable, frequency of minimum monthly payments				monthly
Note payable	270,274				220,274	220,274	244,000
Loan payable paid in principal payment					29,726
Note payable, allowable portion to be absorbed				50,000
Lines of credit, current	33,960	261,911								33,960	18,777
Note payable, issuance cost				$ 4,037

XML

ORGANIZATION AND BASIS OF PRESENTATION (Detail Textuals)	9 Months Ended		0 Months Ended
	Apr. 30, 2014 Country	Jul. 31, 2013	Sep. 13, 2013 Reverse Acquisition And Recapitalization Share Exchange Agreement Buka Ventures Inc	Sep. 13, 2013 Reverse Acquisition And Recapitalization Share Exchange Agreement Health Education Corporation
Organization And Basis Of Presentation [Line Items]
Number of countries where company sells its products directly to public	16
Number of shares cancelled			25,000,000
Number of common shares issued	49,651,766	25,005,544	46,500,000
Number of common shares outstanding	49,651,766	25,005,544	46,500,000
Number of common stock issued in exchange with Nutranomics			25,005,544
Number of common stock shares received from Nutranomics				8,994,800

XML

DERIVATIVE LIABILITY (Detail Textuals) (USD $)	Apr. 30, 2014
Derivative Liability [Abstract]
Fair value of financial instrument classified as derivative asset (liability)	$ 129,176

XML

STOCK TRANSACTIONS (Detail Textuals) (USD $)	Apr. 30, 2014	Jul. 31, 2013
Stockholders' Equity Note [Abstract]
Common stock, shares authorized	750,000,000	750,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares issued	49,651,766	25,005,544
Common stock, shares outstanding	49,651,766	25,005,544

XML

SUBSEQUENT EVENTS (Detail Textuals) (USD $)	1 Months Ended		1 Months Ended	0 Months Ended
	May 28, 2014 Subsequent Event Equity Purchase Agreement Southridge Partners II, LP ("Southridge")	Jun. 03, 2014 Subsequent Event Equity Purchase Agreement Southridge Partners II, LP ("Southridge")	Mar. 19, 2014 Convertible notes payable KBM Worldwide, Inc. ("KBM")	May 15, 2014 Convertible notes payable Subsequent Event KBM Worldwide, Inc. ("KBM") Day
Subsequent Event [Line Items]
Face amount of note payable			$ 53,000	$ 63,000
Interest rate of convertible note			8.00%	8.00%
Percentage of common stock price to conversion price			58.00%	58.00%
Price of the entity's common stock which would be required to be attained for the conversion			$ 0.00005	$ 0.0005
Number of threshold trading days				10
Threshold consecutive days				3 days
Number of shares of issued pursuant to agreement	1,500,000
Value of shares delivered under put option pursuant to agreement		$ 91,200

XML

ADVANCES ON ROYALTIES

9 Months Ended

Apr. 30, 2014

Advance Royalties [Abstract]

ADVANCES ON ROYALTIES

NOTE 4 – ADVANCES ON ROYALTIES

On November 18, 2013, the Company entered into a License Agreement (the "License Agreement") with Gennesar Nutraceuticals, LLC d/b/a Genesar Nutraceuticles, a Utah limited liability company ("Genesar"), in which the Company's CEO is a minority owner. Pursuant to the License Agreement, Genesar granted the Company a worldwide exclusive license to all rights relating to, and intellectual property regarding, GenEpic™, a dietary supplement.

Upon execution of the License Agreement, Genesar is entitled to receive 100,000 restricted shares of the Company common stock valued at $60,900 based on the market price on the date of execution, which were issued on March 26, 2014, a royalty fee of $4/box of 30 sachets of GenEpic sold by the Company beginning after 4,000 boxes have been sold, and a payment of $200,000 for advances on royalty fees, due by December 1, 2013. The License Agreement has an initial term of 36 months, and will automatically renew for another 36-month term unless terminated by providing 90 days written notice to the other party prior to the end of the term.As of April 30, 2014, the Company has paid $140,000 of the $200,000 prepayment of royalty fees, which will be offset against future royalty fees incurred on products sold.

XML

INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS (Details) (USD $)	3 Months Ended		9 Months Ended
	Apr. 30, 2014	Apr. 30, 2013	Apr. 30, 2014	Apr. 30, 2013
Segment Reporting Information [Line Items]
Revenue	$ 716,763	$ 490,704	$ 1,943,742	$ 2,242,166
Revenue
Segment Reporting Information [Line Items]
Revenue	716,763	490,704	1,943,742	2,242,166
Concentration risk, percentage	100.00%	100.00%	100.00%	100.00%
Americas | Revenue
Segment Reporting Information [Line Items]
Revenue	441,739	280,636	1,425,517	1,610,727
Concentration risk, percentage	61.63%	57.19%	73.34%	71.84%
Europe | Revenue
Segment Reporting Information [Line Items]
Revenue	5,000		5,000
Concentration risk, percentage	0.70%		0.26%
North Asia | Revenue
Segment Reporting Information [Line Items]
Revenue	6,623	251	33,417	3,551
Concentration risk, percentage	0.92%	0.05%	1.72%	0.16%
Greater China | Revenue
Segment Reporting Information [Line Items]
Revenue	73,603	26,446	114,690	220,002
Concentration risk, percentage	10.27%	5.39%	5.90%	9.81%
South Asia/Pacific | Revenue
Segment Reporting Information [Line Items]
Revenue	$ 189,798	$ 183,372	$ 365,118	$ 407,886
Concentration risk, percentage	26.48%	37.37%	18.78%	18.19%

XML

LEASES (Detail Textuals) (USD $)	9 Months Ended
	Apr. 30, 2014 sqft	Apr. 30, 2013
Leases [Line Items]
Expiry date of lease	Dec. 31, 2014
Rent expenses	$ 35,910	$ 34,170
Area of office (in square foot)	3,000
Area of subleased property (in Square feet)	1,500
Date of termination of first subleased property	May 2013
Date of termination of second subleased property	September 2013
Date of termination of third subleased property	October 2013
Rent received	1,850	9,900
Machinery and equipment
Leases [Line Items]
Expiry date of lease	Jul. 15, 2013
Rent expenses	$ 3,277	$ 2,790

XML

ADVANCES ON ROYALTIES (Detail Textuals) (License Agreement, Genesar, USD $)	0 Months Ended	1 Months Ended
	Dec. 01, 2013	Apr. 30, 2014	Nov. 18, 2013
Advances On Royalties [Line Items]
Restricted common shares entitled to receive			100,000
Value of restricted common shares entitled to receive			$ 60,900
Royalty fees per box			4
Prepayment on royalty fees		140,000
Advances on royalty fees	$ 200,000
Agreement description			The License Agreement has an initial term of 36 months, and will automatically renew for another 36-month term unless terminated by providing 90 days written notice to the other party prior to the end of the term.
GenEpic
Advances On Royalties [Line Items]
Number of sachets in a box			30
Number of boxes after which royalty fee per box paid			4,000

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INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS (Details 1) (USD $)			3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended
	Apr. 30, 2014	Jul. 31, 2013	Apr. 30, 2014 Equipment	Apr. 30, 2013 Equipment	Apr. 30, 2014 Equipment	Apr. 30, 2013 Equipment	Apr. 30, 2014 Americas Equipment	Apr. 30, 2013 Americas Equipment	Apr. 30, 2014 Americas Equipment	Apr. 30, 2013 Americas Equipment	Apr. 30, 2014 North Asia Equipment	Apr. 30, 2013 North Asia Equipment	Apr. 30, 2014 North Asia Equipment	Apr. 30, 2013 North Asia Equipment	Apr. 30, 2014 Greater China Equipment	Apr. 30, 2013 Greater China Equipment	Apr. 30, 2014 Greater China Equipment	Apr. 30, 2013 Greater China Equipment	Apr. 30, 2014 South Asia/Pacific Equipment	Apr. 30, 2013 South Asia/Pacific Equipment	Apr. 30, 2014 South Asia/Pacific Equipment	Apr. 30, 2013 South Asia/Pacific Equipment
Segment Reporting Information [Line Items]
Equipment	$ 18,421	$ 22,336	$ 18,421	$ 24,423	$ 18,421	$ 24,423	$ 18,421	$ 24,423	$ 18,421	$ 24,423
Concentration risk, percentage			99.01%	100.00%	99.01%	100.00%	99.01%	100.00%	99.01%	100.00%

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RELATED PARTY NOTES PAYABLE (Detail Textuals) (USD $)	9 Months Ended			1 Months Ended
	Apr. 30, 2014	Apr. 30, 2013	Jul. 31, 2013	Jan. 31, 2012 Notes payable Officer
Debt Instrument [Line Items]
Maturity period of note payable				2 years
Percentage of interest rate on note payable				0.00%
Percentage of imputed interest rate on note payable				8.00%
Note payable				$ 150,000
Maturity date of note payable				Dec. 31, 2014
Royalty payments	9,019	73,742
Amount of principal in related party notes payable	$ 66,180		$ 75,000

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RELATED PARTY PAYABLE (Detail Textuals) (USD $)	9 Months Ended			9 Months Ended
	Apr. 30, 2013	Apr. 30, 2014	Jul. 31, 2013	Apr. 30, 2014 Officer	Apr. 30, 2013 Officer
Related Party Transaction [Line Items]
Proceeds from related party payable	$ 10,421			$ 0	$ 80,775
Repayment made by the company				3,307	0
Due to related parties		$ 21,158	$ 24,514

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COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS

9 Months Ended

Apr. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS

NOTE 3 – COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS

Management of the Company has conducted a diligent search and concluded that there were no commitments, contingencies, or legal matters pending at the balance sheet dates that have not been disclosed below.

On November 22, 2013, the Company, through counsel, sent a demand to Zions Bank ("Zions") in connection with the three wires sent by Zions pursuant to oral instructions received from a person fraudulently identifying himself as Dr. Gibbs via telephone totaling $208,920, for an immediate credit to the Company's bank account of all unrecovered funds from those wires.

In conjunction with the oral wire fraud described above, an identity thief hacked Dr. Gibbs's email account and sent an email instruction to one of the Company's accounting consultants to wire $13,380 pursuant to a fraudulent invoice provided to the consultant by the thief, and the consultant electronically wired those funds on or about November 13, 2013. On November 19, 2013, that consultant, after receiving another instruction email from Dr. Gibbs's email account and fraudulent invoice sent by the thief, electronically wired another $16,830. On or about November 22, 2013, the Company discovered these fraudulent wires. The Company retained the accounting consulting firm, however, the specific consultant resigned from providing services to the Company. As part of the settlement, the consulting firm forgave $20,000 of outstanding fees Zions bank initiated recalls of these two fraudulent wires, and the Company notified the FBI of all of the wire fraud and identity theft described above. The FBI and local police are currently investigating the matter, but thus far no funds have been recovered by the authorities from these two fraudulent wires totaling $30,210, or from the remaining unrecovered funds totaling $54,028 from the $140,000, $37,420, and $31,500 wires. The Company has settled with Zions Bank regarding the $54,028 in unrecovered funds from those wires and received $27,014 and recorded a loss on settlement of $37,300.

On March 20, 2014, the Company's subsidiary, Health Education Corporation ("Health Education"), was served a copy of a complaint filed by EpicEra Incorporated ("Epic") in the Utah Third Judicial District Court for the return of a $100,000 deposit paid by Epic to Health Education for the supply of nutritional products.  On April 16, 2014, Health Education answered the Complaint and filed a counterclaim against Epic and third-party claims against eCosway USA, Inc. ("eCosway," which is Epic's owner), and its principals, for breach of a non-disclosure and non-circumvention agreement, unjust enrichment, fraud, and fraudulent nondisclosure.  Health Education's claims alleged that (1) eCosway and its principals have defrauded Health Education and engaged in a scheme of corporate espionage to misappropriate Health Education's proprietary information and trade secrets to launch their new multilevel marketing company, Epic; (2) under the fraudulent guise of partnering with Health Education to have Health Education formulate and produce the health products to be sold by Epic's distributors, eCosway and its principals signed a non-disclosure and non-circumvention agreement that they had no intention of honoring in order to gain access to Health Education's proprietary information so that they could steal that information and use it for their own benefit; (3) Health Education relied upon the non-disclosure and non-circumvention agreement and misrepresentations of Epic, eCosway, and its principals, and disclosed the proprietary information and formulations, which Epic then appropriated as its own.  Health Education's claims request general damages as well as punitive damages.

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LINES OF CREDIT AND LOAN PAYABLE (Details) (USD $)	Apr. 30, 2014
Debt Instrument [Line Items]
Total Loan payable	$ 270,274
Less current portion
Loan payable, long-term	270,274
$250,000 face value, converted from a LOC on August 28, 2013, interest rate of 5.21%, matures on September 1, 2018.
Debt Instrument [Line Items]
Total Loan payable	220,274
$50,000 face value, issued on December 9, 2013, with no interest rate, matures on May 31, 2014.
Debt Instrument [Line Items]
Total Loan payable	$ 50,000

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DERIVATIVE LIABILITY (Details) (USD $)	9 Months Ended
	Apr. 30, 2014
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Balance at July 31, 2013
New Derivative Liability	135,774
Total (gains)losses included in earnings	(6,598)
Issuances
Balance at April 30, 2014	$ 129,176

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Condensed Consolidated Balance Sheets (Unaudited) (USD $)	Apr. 30, 2014	Jul. 31, 2013
CURRENT ASSETS
Cash and cash equivalents	$ 47,541	$ 11,129
Accounts receivable, net of allowance	180,606	159,107
Related party receivable		1,750
Prepaid expenses	134,753	1,674
Advances on Royalties	140,000
Inventory	243,748	276,477
Total Current Assets	746,648	450,137
PROPERTY & EQUIPMENT, net	18,421	22,336
OTHER ASSETS
Rent deposit	2,000	2,000
Total Assets	767,069	474,473
CURRENT LIABILITIES
Accounts payable and accrued expenses	326,285	343,496
Lines of credit	33,960	261,911
Convertible notes payable-current portion	111,459
Note Derivative Liability	129,176
Related party payable	21,158	24,514
Unearned revenue	219,267	58,418
Total Current Liabilities	841,305	688,339
LONG-TERM LIABILITIES
Convertible notes payable	432,378
Loan payable	270,274
Related party notes payable	66,180	75,000
Total Liabilities	1,610,137	763,339
STOCKHOLDERS' DEFICIT
Common stock; par value of $.001, 750,000,000 shares authorized; 49,651,766 and 25,005,544 shares issued and outstanding at April 30, 2014 and July 31, 2013, respectively	49,653	25,006
Additional paid in capital	3,245,999	2,271,519
Accumulated deficit	(4,138,720)	(2,585,391)
Total Stockholders' Deficit	(843,068)	(288,866)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 767,069	$ 474,473

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INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS (Details 2) (USD $)	3 Months Ended		9 Months Ended
	Apr. 30, 2014	Apr. 30, 2013	Apr. 30, 2014	Apr. 30, 2013
Segment Reporting Information [Line Items]
Revenue	$ 716,763	$ 490,704	$ 1,943,742	$ 2,242,166
Revenue
Segment Reporting Information [Line Items]
Revenue	716,763	490,704	1,943,742	2,242,166
Concentration risk, percentage	100.00%	100.00%	100.00%	100.00%
Product Sales | Revenue
Segment Reporting Information [Line Items]
Revenue	713,438	487,821	1,929,028	2,233,335
Concentration risk, percentage	99.54%	99.41%	99.24%	99.61%
NBA Services | Revenue
Segment Reporting Information [Line Items]
Revenue	3,325	2,883	14,714	8,831
Concentration risk, percentage	0.46%	0.59%	0.76%	0.39%
Educational Services | Revenue
Segment Reporting Information [Line Items]
Revenue
Concentration risk, percentage

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ORGANIZATION AND BASIS OF PRESENTATION

9 Months Ended

Apr. 30, 2014

Organization And Basis Of Presentation [Abstract]

ORGANIZATION AND BASIS OF PRESENTATION

NOTE 1 –ORGANIZATION AND BASIS OF PRESENTATION

The condensed consolidated unaudited interim financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The condensed consolidated financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company's annual statements and notes. 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 pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the July 31, 2013 audited consolidated financial statements and the accompanying notes thereto. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the Company's consolidated condensed financial statements and accompanying notes. Actual results could differ materially from those estimates.

These condensed consolidated unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.

Background

Health Education Corporation d.b.a. NutraNomics, Inc., (the "Company") was incorporated under the laws of the State of Delaware on February 14, 1996 and later reincorporated under the laws of the State of Utah on January 5, 1998. The Company was originally organized to provide education services, books, cassette tapes and public presentations. The Company utilized several revenue generating tools in order to accomplish this goal including Live Blood Analysis, iridology, bone density screening and other self-help methods. In 1998, the Company changed its incorporation to the State of Utah, the primary place of business. In 2001, the Company created its own line of nutritional products that quickly became its leading revenue source. The Company filed for the d.b.a. of NutraNomics, Inc., in order to fully prepare and utilize the brand name for expansion. In retail outlets and to its clientele, the Company is known as NutraNomics, Inc. The Company sells its own brand of supplements in 16 countries direct to the public. The Company also performs research and development services and outsource manufacturing for third party entities. Beyond its sales in both the United States and Canada, the Company maintains sales representatives in Taiwan, Japan, Singapore, Philippines, Malaysia and South Korea. The Company maintains multiple different trademarks, trade names and patents.

Merger

On September 13, 2013, Buka Ventures, Inc., a Nevada corporation ("Buka") and Health Education Corporation dba. Nutranomics, Inc., a Utah corporation ("Nutranomics"), executed and delivered a Share Exchange Agreement (the "Share Agreement") and all required or necessary documentation to complete a merger (collectively, the "Transaction Documents"), whereby Buka became the parent company and Nutranomics became the wholly-owned subsidiary on the closing of the Share Agreement. Prior to the closing of this transaction and pursuant to a certain Share Exchange Agreement dated September 13, 2013, Buka canceled 25,000,000 of its 46,500,000 issued and outstanding common shares and simultaneously issued 25,005,544 shares of its common stock in exchange for 8,994,800 shares of Nutranomics common stock. The merger has been treated as a reverse acquisition and a recapitalization of a public company. Accordingly, the historic financial statements of the Company are the historic financial statements of Nutranomics, which was incorporated on January 5, 1998.

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CONVERTIBLE NOTES PAYABLE AND LOAN PAYABLE (Detail Textuals) (Convertible notes payable, Unrelated party, USD $)	9 Months Ended
	Apr. 30, 2014 Day	Jul. 31, 2013
Convertible notes payable matures on September 27, 2015
Debt Instrument [Line Items]
Note payable	$ 250,000
Maturity date of convertible note	Sep. 27, 2015
Interest rate of convertible note	10.00%
Floor price of convertible note	$ 0.005
Number of threshold trading days	5
Convertible notes payable matures on October 18, 2015
Debt Instrument [Line Items]
Note payable	125,000
Maturity date of convertible note	Oct. 18, 2015
Interest rate of convertible note	10.00%
Floor price of convertible note	$ 0.005
Number of threshold trading days	5
Convertible notes payable matures on November 22, 2015
Debt Instrument [Line Items]
Note payable	150,000
Maturity date of convertible note	Nov. 22, 2015
Interest rate of convertible note	10.00%
Floor price of convertible note	$ 0.005
Number of threshold trading days	5
Convertible notes payable matures on October 14, 2014
Debt Instrument [Line Items]
Note payable	78,500
Maturity date of convertible note	Oct. 14, 2014
Interest rate of convertible note	8.00%
Floor price of convertible note	$ 0.00005
Unamortized discount	63,653	0
Number of threshold trading days	10
Threshold consecutive days	3 days
Convertible notes payable matures on December 26, 2014
Debt Instrument [Line Items]
Note payable	53,000
Maturity date of convertible note	Dec. 26, 2014
Interest rate of convertible note	8.00%
Floor price of convertible note	$ 0.00005
Unamortized discount	$ 49,040	$ 0
Number of threshold trading days	3
Threshold consecutive days	3 days

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CONVERTIBLE NOTES PAYABLE AND LOAN PAYABLE (Tables)

9 Months Ended

Apr. 30, 2014

Convertible Notes Payable And Loan Payable [Abstract]

Schedule of convertible notes payable

	April 30,		July 31,
	2014		2013
$250,000 face value, issued on September 27, 2013, interest rate of 10%, matures on September 27, 2015.	$	250,000	$	-
$125,000 face value, issued on October 18, 2013, interest rate of 10%, matures on October 18, 2015.		125,000		-
$150,000 face value, issued on November 22, 2013, interest rate of 10%, matures on November 22, 2015.		150,000		-
$78,500 face value, issued on January 14, 2014, interest rate of 8%, matures on October 14, 2014, net of unamortized discount of $63,653 and $0 as of April 30, 2014 and July 31, 2013.		14,847		-
$53,000 face value, issued on March 19, 2014, interest rate of 8%, matures on December 26, 2014, net of unamortized discount of $49,040and $0 as of April 30, 2014 and July 31, 2013.		3,990		-
Total convertible notes payable – non-related parties		543,837		-
Less current portion		111,459		-
Convertible notes payable, long-term	$	432,378	$	-

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CONVERTIBLE NOTES PAYABLE AND LOAN PAYABLE (Detail Textuals 1) (USD $)	9 Months Ended		9 Months Ended	0 Months Ended	1 Months Ended
	Apr. 30, 2014	Jul. 31, 2013	Apr. 30, 2014 Convertible notes payable	Jan. 14, 2014 Convertible notes payable Asher Enterprises, Inc. ("Asher")	Mar. 19, 2014 Convertible notes payable KBM Worldwide, Inc. ("KBM")
Debt Instrument [Line Items]
Face amount of note payable				$ 78,500	$ 53,000
Percentage of interest rate on note payable				8.00%	8.00%
Percentage of common stock price to conversion price				58.00%	58.00%
Price of the entity's common stock which would be required to be attained for the conversion				$ 0.00005	$ 0.00005
Principal payments made during the period				58,600	24,487
Legal and accounting fees				19,900	6,898
Purchases of financial instrument classified as a derivative asset (liability)	135,774			87,968	47,806
Unamortized discount				78,500	78,500
Fair value of financial instrument classified as derivative asset (liability)	129,176		129,176	87,351
Change in fair value of derivative liability	(6,598)		6,598
Amortization of debt discount	$ 13,643		$ 14,847

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INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS (Tables)

9 Months Ended

Apr. 30, 2014

Segment Reporting [Abstract]

Schedule of revenue for each of geographic regions

	Three Months Ended April 30,
	2014				2013
Americas	$	441,739	61.63	%	$	280,636	57.19	%
Europe		5,000	0.70			-	-
North Asia		6,623	0.92			251	0.05
Greater China		73,603	10.27			26,446	5.39
South Asia/Pacific		189,798	26.48			183,372	37.37
	$	716,763	100.00	%	$	490,704	100.00	%

	Nine Months Ended April 30,
	2014				2013
Americas	$	1,425,517	73.34	%	$	1,610,727	71.84	%
Europe		5,000	0.26			-	-
North Asia		33,417	1.72			3,551	0.16
Greater China		114,690	5.90			220,002	9.81
South Asia/Pacific		365,118	18.78			407,886	18.19
	$	1,943,742	100.00	%	$	2,242,166	100.00	%

Schedule of equipment, net, by geographic area

	Three & Nine Months Ended April 30,
	2014					2013
Americas		$	18,421	99.01	%		$	24,423	100.00	%
North Asia			-	-				-	-
Greater China			-	-				-	-
South Asia/Pacific			-	-				-	-
		$	18,421	99.01	%		$	24,423	100.00	%

Schedule of revenue generated by each of product lines

	Three Months Ended April 30,
	2014					2013
Product Sales		$	713,438	99.54	%		$	487,821	99.41	%
NBA Services			3,325	0.46				2,883	0.59
Educational Services			-	-				-	-
		$	716,763	100.00	%		$	490,704	100.00	%

	Nine Months Ended April 30,
	2014					2013
Product Sales		$	1,929,028	99.24	%		$	2,233,335	99.61	%
NBA Services			14,714	0.76				8,831	0.39
Educational Services			-	-				-	-
		$	1,943,742	100.00	%		$	2,242,166	100.00	%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Apr. 30, 2014

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Loss per Share

Basic loss per share ("EPS") is computed by dividing net loss (the numerator) by the weighted-average number of common shares outstanding for the period (the denominator). Diluted EPS is computed by dividing net loss by the weighted-average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include common shares to be issued related to convertible debentures and stock pending issue under the ratchet provision.

As the Company has incurred losses for the nine months ended April 30, 2014 and 2013, the potentially dilutive shares are anti-dilutive and are thus not added into the loss per share calculations.

Going Concern

The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has generally had net losses after consideration of income taxes. Further, the Company has negative working capital and insufficient cash flows from operations as of April 30, 2014, and does not have the requisite liquidity to pay its current obligations. These factors, among others, raise substantial doubt about its ability to continue as a going concern. Management will seek to increase revenues and reduce costs, while raising capital through the sale of its stock. Failure to obtain additional financing would have a material adverse effect on our business operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Derivative Liabilities

In connection with the private placement of certain convertible notes beginning in January 2014, the Company became contingently obligated to issue shares of common stock in excess of the 750 million authorized under the Company's certificate of incorporation. Consequently, the ability to settle these obligations with common shares would be unavailable causing these obligations to potentially be settled in cash. This condition creates a derivative liability.

The Company has a sequencing policy regarding share settlement wherein instruments with the earliest issuance date would be settled first. The sequencing policy also considers contingently issuable additional shares, such as those issuable upon a stock split, to have an issuance date to coincide with the event giving rise to the additional shares.

Using this sequencing policy, all instruments convertible into common stock, including warrants and the conversion feature of notes payable, issued subsequent to January 14, 2014 are derivative liabilities.

The Company values these convertible notes payable using the multinomial lattice method that values the derivative liability within the notes based on a probability weighted discounted cash flow model. The resulting liability is valued at each reporting date and the change in the liability is reflected as change in derivative liability in the statement of operations.

Revenue Recognition

Our revenue is derived from the service revenue from Live Blood Analysis, sale of retail products, and revenue derived from educational services.

The Company's revenue recognition policy is in accordance with the requirements of Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition ("SAB 104"), and other applicable revenue recognition guidance under US GAAP. Sales revenue is recognized for our retail and wholesale customers when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, and (iv) collectibility is reasonably assured — generally when products are shipped to the customer and services are rendered, except in situations in which title passes upon receipt of the products by the customer. In this case, revenues are recognized upon notification that customer receipt has occurred. The Company accrues an estimated amount for sales returns and allowances related to defective or returned products at the time of sale based on its ability to estimate sales returns and allowances using historical information. For the nine months ended April 30, 2014 and 2103, the Company calculated the amount to be less than 1% of sales so no allowance was accrued in either year. Shipping and handling fees and related freight costs and supplies associated with shipping products to customers are included as a component of cost of sales. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

The Company also recognizes revenues from the distribution of its product through trade partners. Related revenues consist of product costs, distribution fees, testing and labeling costs, as well as any associated administrative fees. The Company recognizes these revenues after the product has been shipped from the outsource manufacturer to the trade partner. The Company has contractual obligation to pay the outsource manufacturers, and as a principal in these arrangements the Company includes the total product price as revenue in accordance with applicable accounting guidance. The Company has separately negotiated contractual relationships with its trade partners, and under contracts with these trade partners the Company assumes the credit risk of product produced by the outsource manufacturer and dispensed to the trade partner.

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Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) (USD $)	Apr. 30, 2014	Jul. 31, 2013
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	49,651,766	25,005,544
Common stock, shares outstanding	49,651,766	25,005,544

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DERIVATIVE LIABILITY

9 Months Ended

Apr. 30, 2014

Derivative Liability [Abstract]

DERIVATIVE LIABILITY

NOTE 12 – DERIVATIVE LIABILITY

FASB ASC 820 defines fair value, establishes a framework for measuring fair value under U.S. generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under FASB ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, with the first two inputs considered observable and the last input considered unobservable, that may be used to measure fair value as follows:

·· Level one -- Quoted market prices in active markets for identical assets or liabilities;

·· Level two – Inputs, other than level one inputs, that are either directly or indirectly observable; and

·· Level three -- Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company has one liability measured at fair value on a recurring basis, which consists of a derivative liability on certain convertible notes payable (see NOTE 9). As of April 30, 2014 this derivative liability had an estimated fair value of $129,176. The Company has no assets that are measured at fair value on a recurring basis.

The following table presents information about our derivative liability, which was our only financial instrument measured at fair value on a recurring basis using significant inputs other than level one inputs that are either directly or indirectly observable (Level 2) as of April 30, 2014:

Balance at July 31, 2013	$	-
New Derivative Liability		135,774
Total (gains)losses included in earnings		(6,598	)
Issuances		-
Balance at April 30, 2014	$	129,176

The fair value of this derivative liability was calculated using the multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. These models are based on future projections of the various potential outcomes. The features in the notes that were analyzed and incorporated into the model included the conversion feature with the reset provisions; redemption provisions; and the default provisions. Assumptions used to calculate the fair value of the derivative liability were as follows:

	April 30,
	2014
Expected term in years		.46-.77 years
Risk-free interest rates		0.06-0.10	%
Volatility		.25 -84	%
Dividend yield		0.00	%

In addition to the assumptions above, the Company also takes into consideration whether or not the Company would participate in another round of financing and if that financing is registered or not and what that stock price would be for the financing at that time. The Company will continue to adjust the derivative liability for changes in fair value until the notes matures on October 14, 2014 and December 26, 2014.

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Document and Entity Information	9 Months Ended
	Apr. 30, 2014	Jun. 13, 2014
Document And Entity Information [Abstract]
Entity Registrant Name	NUTRANOMICS, INC.
Entity Central Index Key	0001451433
Trading Symbol	nnrx
Current Fiscal Year End Date	--07-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		51,151,766
Document Type	10-Q
Document Period End Date	Apr. 30, 2014
Amendment Flag	false
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3

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INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS

9 Months Ended

Apr. 30, 2014

Segment Reporting [Abstract]

INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS

NOTE 13 – INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS

Geographic Sales Regions

We currently sell and distribute our products in four geographic regions: North Asia, Greater China, South Asia/Pacific, and the Americas. The following table sets forth the revenue for each of the geographic regions for the three and nine months ended April 30, 2014 and 2013:

	Three Months Ended April 30,
	2014				2013
Americas	$	441,739	61.63	%	$	280,636	57.19	%
Europe		5,000	0.70			-	-
North Asia		6,623	0.92			251	0.05
Greater China		73,603	10.27			26,446	5.39
South Asia/Pacific		189,798	26.48			183,372	37.37
	$	716,763	100.00	%	$	490,704	100.00	%

	Nine Months Ended April 30,
	2014				2013
Americas	$	1,425,517	73.34	%	$	1,610,727	71.84	%
Europe		5,000	0.26			-	-
North Asia		33,417	1.72			3,551	0.16
Greater China		114,690	5.90			220,002	9.81
South Asia/Pacific		365,118	18.78			407,886	18.19
	$	1,943,742	100.00	%	$	2,242,166	100.00	%

The table below lists our equipment, net, by geographic area for the three and nine months ended April 30, 2014 and 2013:

	Three & Nine Months Ended April 30,
	2014					2013
Americas		$	18,421	99.01	%		$	24,423	100.00	%
North Asia			-	-				-	-
Greater China			-	-				-	-
South Asia/Pacific			-	-				-	-
		$	18,421	99.01	%		$	24,423	100.00	%

The following table sets forth the revenue generated by each of the Company's product lines for the three and nine months ended April 30, 2014 and 2013:

	Three Months Ended April 30,
	2014					2013
Product Sales		$	713,438	99.54	%		$	487,821	99.41	%
NBA Services			3,325	0.46				2,883	0.59
Educational Services			-	-				-	-
		$	716,763	100.00	%		$	490,704	100.00	%

	Nine Months Ended April 30,
	2014					2013
Product Sales		$	1,929,028	99.24	%		$	2,233,335	99.61	%
NBA Services			14,714	0.76				8,831	0.39
Educational Services			-	-				-	-
		$	1,943,742	100.00	%		$	2,242,166	100.00	%

Significant Customers

There is currently one customer that makes up 37.2% and 28.1% of total sales as of the three months ended April 30, 2014 and 2013, respectively, and 46.1% and 46.2% of total sales as of the nine months ended April 30, 2014 and 2013, respectively.

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Condensed Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended		9 Months Ended
	Apr. 30, 2014	Apr. 30, 2013	Apr. 30, 2014	Apr. 30, 2013
Income Statement [Abstract]
REVENUES	$ 716,763	$ 490,704	$ 1,943,742	$ 2,242,166
COST OF SALES	370,129	317,794	1,269,526	1,729,411
Gross profit	346,634	172,910	674,216	512,755
OPERATING EXPENSES
General and administrative	161,951	85,431	402,048	265,849
Professional fees	338,197	11,195	930,350	15,500
Research and development	616	1,250	32,233	44,706
Salaries and wages	146,780	80,178	760,886	274,225
Total Operating Expenses	647,544	178,054	2,125,517	600,280
OPERATING INCOME (LOSS)	(300,910)	(5,144)	(1,451,301)	(87,525)
OTHER INCOME (EXPENSE)
Loss on settlement of fraudulent activity			(37,300)
Change in Fair Value of Derivative	5,981		6,598
Interest expense	(32,425)	(4,924)	(71,326)	(14,423)
Total Other Income (Expense)	(26,444)	(4,924)	(102,028)	(14,423)
NET INCOME (LOSS) BEFORE INCOME TAXES	(327,354)	(10,068)	(1,553,329)	(101,948)
Provision for income taxes
NET INCOME (LOSS)	$ (327,354)	$ (10,068)	$ (1,553,329)	$ (101,948)
BASIC AND DILUTED LOSS PER SHARE (in dollars per share)	$ (0.01)		$ (0.01)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (in shares)	49,180,788	25,005,544	47,446,714	24,990,066

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RELATED PARTY PAYABLE

9 Months Ended

Apr. 30, 2014

Related Party Transactions [Abstract]

RELATED PARTY PAYABLE

NOTE 7 – RELATED PARTY PAYABLE

Related party payables consist of payments made by a director through credit cards and use of a line of credit used to pay expenses on behalf of the Company. During the nine months ended April 30, 2014 and 2013, the officer lent $0 and $80,775 and the Company made payments of $3,307 and $0, respectively. As of April 30, 2014 and July 31, 2013, the Company owed a total of $21,158 and $24,514 in related party payables.

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RELATED PARTY NOTES PAYABLE

9 Months Ended

Apr. 30, 2014

Related Party Notes Payable [Abstract]

RELATED PARTY NOTES PAYABLE

NOTE 6 – RELATED PARTY NOTES PAYABLE

In January 2012, the Company entered into a two year, zero percent note with an 8% imputed interest rate with an officer, in the amount of $150,000. The note is due on December 31, 2014. The Company agreed to pay royalty payments in connection with sales of a certain product line. The Company paid royalty payments of $9,019 and $73,742 in the nine months ended April 30, 2014 and 2013, respectively.

As of April 30, 2014 and July 31, 2013, the Company owed a total of $66,180 and $75,000 in principal in related party notes.

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DERIVATIVE LIABILITY (Tables)

9 Months Ended

Apr. 30, 2014

Derivative Liability [Abstract]

Schedule of financial instrument measured at fair value on a recurring basis using significant inputs other than level one inputs

Balance at July 31, 2013	$	-
New Derivative Liability		135,774
Total (gains)losses included in earnings		(6,598	)
Issuances		-
Balance at April 30, 2014	$	129,176

Schedule of assumptions used to calculate the fair value of the derivative liability

	April 30,
	2014
Expected term in years		.46-.77 years
Risk-free interest rates		0.06-0.10	%
Volatility		.25 -84	%
Dividend yield		0.00	%

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SUBSEQUENT EVENTS

9 Months Ended

Apr. 30, 2014

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 14 – SUBSEQUENT EVENTS

On May15, 2014, the Company entered into a convertible promissory note with KBM Worldwide, Inc. ("KBM"), a New York corporation, for an 8% convertible promissory note with an aggregate principal amount of $63,000, which together with any unpaid accrued interest is due on February 2, 2015. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder's option 180 days from inception at a variable conversion price calculated as 58% of the Market Price which means the average of the lowest three Trading Prices (defined as the closing bid prices) during the ten trading day period ending on the last complete trading day prior to the conversion date, with a floor of $.00005 as stated in the conversion feature.  On March 16, 2014, the note was funded by KBM.

On or about May 28, 2014, the Company issued 1,500,000 shares of common stock (the "Estimated Put Shares") to Southridge Partners II, LP ("Southridge") pursuant to the Company's Equity Purchase Agreement with Southridge.  On June 3, 2014, the Company delivered the Estimated Put Shares and a put notice to Southridge, requiring Southridge to purchase $91,200 of common stock in accordance with the Equity Purchase Agreement.

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INCOME TAXES

9 Months Ended

Apr. 30, 2014

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 10 – INCOME TAXES

The tax provision for interim periods is determined using an estimate of the Company's effective tax rate for the full year adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter the Company updates its estimate of the annual effective tax rate, and if the estimated tax rate changes, the Company makes a cumulative adjustment.

At April 30, 2014 and July 31, 2013, the Company has a full valuation allowance against its deferred tax assets as it believes it is more likely than not that these benefits will not be realized.

The Company files income tax returns in the U.S. federal tax jurisdiction and state of Utah tax jurisdiction. The tax year for 2013 remains open for federal and/or state tax jurisdictions.

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LINES OF CREDIT AND LOAN PAYABLE

9 Months Ended

Apr. 30, 2014

Lines Of Credit And Loan Payable [Abstract]

LINES OF CREDIT AND LOAN PAYABLE

NOTE 8 – LINES OF CREDIT AND LOAN PAYABLE

The Company maintains a Line of Credit with Key Bank (the "Lender"). The Line of Credit was opened on August 28, 2012, with an available $250,000 to be drawn on for one year, not to exceed the principal amount ("draw period"). Once the draw period is completed, advances will no longer be permitted and the Company shall repay the principal and interest outstanding, over 5 years ("repayment period"). The repayment period begins August 28, 2013, after which a minimum monthly payment amount will be determined. The initial interest rate is 5.210%, and is variable. The variable interest rate is based on an independent index which is the "prime rate" as published each business day in the "Money Rates" column of the Wall Street Journal. Interest on the note is computed on a 365/365 simple interest basis, using 1.960% points over the index. The Lender executed a commercial security agreement. With this agreement, the Lender is entitled to a security interest in the Company's inventory, chattel paper, accounts receivable and general intangibles. In August 2013, the line of credit was converted into a note, and the Company is no longer able to borrow any additional funds. Under the new terms of the note, the note has a face value of $250,000 that matures on September 1, 2018, with an interest rate of prime plus 1.960%, and as of the date of the note, the interest rate was 5.21%. The note has minimum monthly payments of $4,745 which started on October 1, 2013. The balance outstanding on this note and line of credit as of April 30, 2014 and July 31, 2013 was $220,274 and $244,000, respectively. As of April 30, 2014, the Company has paid $29,726 in principal payments. The Lender allowed the Company to absorb a prior $50,000 note into this note, not affecting the repayment date. The Company did incur issuance costs of $4,037, which were expensed upon occurrence.

On December 9, 2013, the Company issued a promissory note to Southridge as part of an equity purchase agreement (the "Equity Purchase Agreement") for $50,000, with 0% interest. The note was issued in lieu of due diligence and legal fees. This note matures on May 31, 2014 and is not convertible into common stock. See Note 11.

Loans payable consisted of the following as of April 30, 2014:

Loan Payable
	April 30,
	2014
$250,000 face value, converted from a LOC on August 28, 2013, interest rate of 5.21%, matures on September 1, 2018.		$	220,274
$50,000 face value, issued on December 9, 2013, with no interest rate, matures on May 31, 2014.			50,000
Total Loan payable			270,274
Less current portion			-
Loan payable, long-term		$	270,274

In 1998, the Company entered into a line of credit with Zions Bank ("Lender") with a credit limit of $40,000. The line bears a compounding per annum fixed interest rate of 5.25%. As of April 30, 2014 and July 31, 2013, the Company owed $33,960 and $18,777 in principal, respectively. The Lender executed a commercial security agreement. With this agreement, the Lender is entitled to a security interest in the Company's inventory, chattel paper, accounts receivable and general intangibles. The Company did incur a setup fee, which has been fully amortized. There is no term limit on the line and the Company is allowed to draw up to its dollar limit.

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CONVERTIBLE NOTES PAYABLE AND LOAN PAYABLE

9 Months Ended

Apr. 30, 2014

Convertible Notes Payable And Loan Payable [Abstract]

CONVERTIBLE NOTES PAYABLE AND LOAN PAYABLE

NOTE 9 – CONVERTIBLE NOTES PAYABLE AND LOAN PAYABLE

Convertible notes payable consisted of the following as of April 30, 2014 and July 31, 2013, respectively:

	April 30,		July 31,
	2014		2013
$250,000 face value, issued on September 27, 2013, interest rate of 10%, matures on September 27, 2015.	$	250,000	$	-
$125,000 face value, issued on October 18, 2013, interest rate of 10%, matures on October 18, 2015.		125,000		-
$150,000 face value, issued on November 22, 2013, interest rate of 10%, matures on November 22, 2015.		150,000		-
$78,500 face value, issued on January 14, 2014, interest rate of 8%, matures on October 14, 2014, net of unamortized discount of $63,653 and $0 as of April 30, 2014 and July 31, 2013.		14,847		-
$53,000 face value, issued on March 19, 2014, interest rate of 8%, matures on December 26, 2014, net of unamortized discount of $49,040and $0 as of April 30, 2014 and July 31, 2013.		3,990		-
Total convertible notes payable – non-related parties		543,837		-
Less current portion		111,459		-
Convertible notes payable, long-term	$	432,378	$	-

On September 27, 2013, the Company issued a convertible note to an unrelated party for $250,000 that matures in September 27, 2015. The note bears an interest rate of 10% per annum with a floor of $.005 per share, and principal is convertible at any time after September 27, 2013 in part or in whole into shares of the Company's Common Stock using the average closing prices for five trading days directly preceding the conversion date. Interest is not convertible and is due upon conversion or at maturity date.

On October 18, 2013, the Company issued a convertible note to an unrelated party for $125,000 that matures in October 18, 2015. The note bears an interest rate of 10% per annum with a floor of $.005 per share, and principal is convertible at any time after October 18, 2013 in part or in whole into shares of the Company's Common Stock using the average closing prices for five trading days directly preceding the conversion date. Interest is not convertible and is due upon conversion or at the maturity date.

On November 22, 2013, the Company issued a convertible note to an unrelated party for $150,000 that matures in November 22, 2015. The note bears an interest rate of 10% per annum with a floor of $.005 per share, and principal is convertible at any time after November 22, 2013 in part or in whole into shares of the Company's Common Stock using the average closing prices for five trading days directly preceding the conversion date. Interest is not convertible and is due upon conversion or at the maturity date.

On January 14, 2014, the Company entered into a convertible promissory note with Asher Enterprises, Inc. ("Asher") a Delaware Corporation for an 8% convertible promissory note with an aggregate principal amount of $78,500 which together with any unpaid accrued interest is due on October 17, 2014. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder's option 180 days from inception at a variable conversion price calculated as 58% of the Market Price, which means the average of the lowest three Trading Prices (defined as the closing bid prices) during the ten trading day period ending on the last complete trading day prior to the conversion date with a floor of $.00005 as stated in the conversion feature. In January 2014, the Company received cash in the amount of $58,600, with the remaining $19,900 being used for legal and accounting fees. The Company analyzed the note on the issuance date on January 14, 2014. The Company determined that the variable conversion price and the floor exceeding the authorized number of shares results in the need for bifurcation into a separate derivative liability valued at fair market value. On January 14, 2014, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $87,968 and a discount on the note of $78,500.

On March 19, 2014, the Company entered into a convertible promissory note with KBM Worldwide, Inc. ("KBM") a New York Corporation for an 8% convertible promissory note with an aggregate principal amount of $53,000 which together with any unpaid accrued interest is due on December 26, 2014. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder's option 180 days from inception at a variable conversion price calculated as 58% of the Market Price, which means the average of the lowest three Trading Prices (defined as the closing bid prices) during the three trading day period ending on the last complete trading day prior to the conversion date with a floor of $.00005 as stated in the conversion feature. In March 2014, the Company received cash in the amount of $24,487, with the remaining $6,898 being used for legal and accounting fees. The Company analyzed the note on the issuance date on January 14, 2014. The Company determined that the variable conversion price and the floor exceeding the authorized number of shares results in the need for bifurcation into a separate derivative liability valued at fair market value. On March 19, 2014, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $47,806 and a discount on the note of $78,500.

As of April 30, 2014, the Company estimated the fair market value of the derivative liability to be $129,176, with a change in fair value of $6,598, and recorded $14,847 in amortization related to the discount on the note to interest expense.

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STOCK TRANSACTIONS

9 Months Ended

Apr. 30, 2014

Stockholders' Equity Note [Abstract]

STOCK TRANSACTIONS

NOTE 11 – STOCK TRANSACTIONS

As of April 30, 2014 and July 31, 2013, the Company has 750,000,000 shares of common stock authorized with a par value of $.001, and 49,651,766 and 25,005,544 shares of common stock issued and outstanding, respectively.

During the nine months ended April 30, 2014, the Company also issued 2,429,555 shares of Common Stock as share-based compensation to employees and non-employees valued at $807,852, based on the market price of the stock as of the applicable measurement date. The Company also issued 716,667 shares of fully vested and nontransferable common stock as prepaid services over a six month period valued at $189,875 based on the market price as of the measurement date.

Equity Purchase Agreement

The Company entered into an equity purchase agreement with Southridge Partners II, LP ("Southridge") on December 9, 2013. Pursuant to the Equity Purchase Agreement, Southridge committed to purchase up to $10,000,000 of the Company's common stock, over a period of time terminating on the earlier of: (i) 24 months from the effective date of a registration statement to be filed in connection therewith or (ii) the date on which Southridge has purchased shares of common stock pursuant to this agreement for an aggregate maximum purchase price of $10,000,000; such commitment is subject to certain conditions. The purchase price to be paid by Southridge will be 90% of the average of the lowest three (3) daily volume weighted average prices for the Company's common stock for the ten (10) trading days immediately following clearing of the Estimated Put Shares (defined below) (such purchase price the "Put Purchase Price") under the Equity Purchase Agreement.

The Company will deliver to Southridge, simultaneously with delivery of a Put Notice, a number of Shares equal to 125% of the Investment Amount divided by the closing price of the Company's common stock on the day preceding the Put Notice date (the "Estimated Put Shares"). The actual number of Shares purchased by Southridge for the Investment Amount shall then be calculated by dividing the Investment Amount by the Put Purchase Price. Any excess Estimated Put Shares shall then be returned to the Company.

The number of Shares sold to Southridge at any time shall not exceed the number of such shares that, when aggregated with all other shares of common stock of the Company then beneficially owned by Southridge, would result in Southridge owning more than 9.99% of all of the Company's common stock then outstanding. Also as part of the equity purchase agreement, the Company issued a promissory note to Southridge for $50,000, with 0% interest. This note matures on May 31, 2014 and is not convertible into common stock. Finally, as part of the equity purchase agreement, Southridge is prohibited from executing any short sales of the Company's common stock during the term of the equity purchase agreement.

The Company will not be entitled to put shares to Southridge:

··	unless there is an effective registration statement under the Securities Act to cover the resale of the shares by Southridge;
··	unless the common stock continues to be quoted on the OTC Bulletin Board and has not been suspended from trading;

··	if an injunction shall have been issued and remain in force, or action commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of the shares to Southridge;
··	if the Company has not complied with their obligations and are otherwise in breach of or in default under, the Equity Purchase Agreement, our registration rights agreement (the "Registration Rights Agreement") with Southridge or any other agreement executed in connection therewith with Southridge;
··	since the date of the filing of the Company's most recent filing with the Securities and Exchange Commission no event that had or is reasonably likely to have a Material Adverse Effect (as defined in the Equity Purchase Agreement) has occurred; and
··	to the extent that such shares would cause Southridge's beneficial ownership to exceed 9.99% of our outstanding shares.

The Equity Purchase Agreement further provides that Southridge is entitled to customary indemnification from the Company for any losses or liabilities it suffers as a result of any breach of any provisions of the Equity Purchase Agreement or the Registration Rights Agreement, or as a result of any lawsuit brought by a third-party arising out of or resulting from Southridge's execution, delivery, performance or enforcement of the Equity Purchase Agreement or the Registration Rights Agreement or from material misstatements or omissions in the prospectus accompanying the registration statement for the resale of the shares issued to Southridge.

As of April 30, 2014, no shares have been issued under the Equity Purchase Agreement.

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CONVERTIBLE NOTES PAYABLE AND LOAN PAYABLE (Details) (USD $)	Apr. 30, 2014	Jul. 31, 2013
Debt Instrument [Line Items]
Convertible notes payable-current portion	$ 111,459
Convertible notes payable, long-term	432,378
Convertible notes payable
Debt Instrument [Line Items]
Total convertible notes payable - non-related parties	543,837
Convertible notes payable-current portion	111,459
Convertible notes payable, long-term	432,378
Convertible notes payable | Convertible notes payable matures on September 27, 2015
Debt Instrument [Line Items]
Total convertible notes payable - non-related parties	250,000
Convertible notes payable | Convertible notes payable matures on October 18, 2015
Debt Instrument [Line Items]
Total convertible notes payable - non-related parties	125,000
Convertible notes payable | Convertible notes payable matures on November 22, 2015
Debt Instrument [Line Items]
Total convertible notes payable - non-related parties	150,000
Convertible notes payable | Convertible notes payable matures on October 14, 2014
Debt Instrument [Line Items]
Total convertible notes payable - non-related parties	14,847
Convertible notes payable | Convertible notes payable matures on December 26, 2014
Debt Instrument [Line Items]
Total convertible notes payable - non-related parties	$ 3,990

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LINES OF CREDIT AND LOAN PAYABLE (Tables)

9 Months Ended

Apr. 30, 2014

Lines Of Credit And Loan Payable [Abstract]

Schedule of loan payable

	April 30,
	2014
$250,000 face value, converted from a LOC on August 28, 2013, interest rate of 5.21%, matures on September 1, 2018.		$	220,274
$50,000 face value, issued on December 9, 2013, with no interest rate, matures on May 31, 2014.			50,000
Total Loan payable			270,274
Less current portion			-
Loan payable, long-term		$	270,274

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals)	Apr. 30, 2014	Jul. 31, 2013
Accounting Policies [Abstract]
Common stock, shares authorized	750,000,000	750,000,000

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DERIVATIVE LIABILITY (Detail 1)	9 Months Ended
	Apr. 30, 2014
Derivatives, Fair Value [Line Items]
Dividend yield	0.00%
Minimum
Derivatives, Fair Value [Line Items]
Expected term in years	5 months 16 days
Risk-free interest rates	0.06%
Volatility	0.25%
Maximum
Derivatives, Fair Value [Line Items]
Expected term in years	9 months 7 days
Risk-free interest rates	0.10%
Volatility	84.00%

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)	9 Months Ended
	Apr. 30, 2014	Apr. 30, 2013
OPERATING ACTIVITIES
Net Income (Loss)	$ (1,553,329)	$ (101,948)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Allowance for bad debt	(5,772)
Gain (loss) on derivative	6,598
Amortization of debt discount	13,643
Short-term loan issued for professional fees	50,000
Depreciation expense	5,585	6,233
Share based compensation-common stock	807,852
Changes in operating assets and liabilities:
Accounts receivable	(15,727)	(83,992)
Other assets	56,796	(6,213)
Advances on Royalties	(140,000)
Inventory	32,729	244,269
Deferred revenue	160,849	36,471
Accounts payable and accrued expenses	(19,539)	(36,283)
Net Cash From Operating Activities	(600,315)	58,537
INVESTING ACTIVITIES
Purchase of equipment	(1,670)	(1,663)
Net Cash From Investing Activities	(1,670)	(1,663)
FINANCING ACTIVITIES
Proceeds from related party payable		10,421
Repayments of related party payable	(3,356)
Proceeds from convertible debt	656,500
Repayment of loan payable	(29,726)
Proceeds from line of credit	26,000	250,206
Repayment of line of credit	(3,951)	(59,993)
Proceeds from notes receivable-related party		200
Repayments of notes payable- related party	(7,070)	(229,268)
Net Cash From Financing Activities	638,397	(28,434)
Net Increase in Cash and Cash Equivalents	36,412	28,440
Cash and Cash Equivalents, Beginning of Period	11,129	32,022
Cash and Cash Equivalents, End of Period	47,541	60,462
Cash paid during the period for:
Interest	1,811	4,175
Income Taxes
Non-cash Investing and Financing activities:
Debt discount	78,500
Stock issued for prepaid expenses	155,375
Stock issued for Intangible asset	$ 60,900

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LEASES

9 Months Ended

Apr. 30, 2014

Leases [Abstract]

LEASES

NOTE 5 – LEASES

The Company leases a 3,000 square foot office in the Draper, Utah that serves as its principal executive offices. The lease expires on December 31, 2014. Pursuant to the lease, the rent for the nine months ended April 30, 2014 and 2013 totaled $35,910 and $34,170, respectively.

The Company has six separate subleases for six rooms totaling 1,500 square feet of their Draper office space to six individuals on a month to month basis. In May 2013, a sublease related to one of the rooms was terminated. The remaining two leases were terminated in September 2013 and October 2013. Pursuant to the sublease agreements, the monthly rent received for the nine months ended April 30, 2014 and 2013 totaled $1,850 and $9,900, respectively.

The Company leased certain machinery and equipment in 2013 and 2012 under an agreement that is classified as an operating lease. The lease expired on July 15, 2013 and is now leased on a month-to-month basis. Rent expense under the operating lease totaled $3,277 and $2,790 for the nine months ended April 30, 2014 and 2013, respectively.

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COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS (Detail Textuals) (USD $)		0 Months Ended	1 Months Ended					1 Months Ended
	Nov. 22, 2013	Nov. 13, 2013 Accounting Consultant	Nov. 19, 2013 Accounting Consultant	Nov. 22, 2013 Zions Bank	Nov. 22, 2013 Zions Bank Wells Fargo Account	Nov. 22, 2013 Zions Bank Malaysian Bank	Nov. 22, 2013 Zions Bank Other Malaysian Bank	Mar. 20, 2014 EpicEra Incorporated ("Epic")
Commitments Contingencies And Legal Matters [Line Items]
Compensation demanded for unrecovered fraudulent funds				$ 208,920
Amount wired through fraudulent invoice		13,380	16,830
Forgiveness of outstanding fees				20,000
Unrecovered funds	30,210			54,028	140,000	37,420	31,500
Amount received from legal settlement				27,014
Loss on settlement				37,300
Supply deposit returned								$ 100,000

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STOCK TRANSACTIONS (Detail Textuals 1) (Equity Purchase Agreement, Southridge Partners II, LP ("Southridge"), USD $)	0 Months Ended
	Dec. 09, 2013 Day
Stock Transactions [Line Items]
Maximum issued amount of common stock	$ 10,000,000
Term of agreement	24 months
Put notice description	The Company will deliver to Southridge, simultaneously with delivery of a Put Notice, a number of Shares equal to 125% of the Investment Amount divided by the closing price of the Company's common stock on the day preceding the Put Notice date (the "Estimated Put Shares").
Number of daily volume weighted average prices	3
Number of trading days	10 days
Minimum percentage of common stock sold	9.99%
Equity purchase agreement, condition	(i) 24 months from the effective date of a registration statement to be filed in connection therewith or (ii) the date on which Southridge has purchased shares of common stock pursuant to this agreement for an aggregate maximum purchase price of $10,000,000; such commitment is subject to certain conditions. The purchase price to be paid by Southridge will be 90% of the average of the lowest three (3) daily volume weighted average prices for the Company's common stock for the ten (10) trading days immediately following clearing of the Estimated Put Shares (defined below) (such purchase price the "Put Purchase Price") under the Equity Purchase Agreement.
Promissory Note
Stock Transactions [Line Items]
Note issued on agreement	$ 50,000
Interest paid on agreement	0.00%
Maturity date of note payable	May 31, 2014

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Apr. 30, 2014

Accounting Policies [Abstract]

Loss per Share

Loss per Share

Basic loss per share ("EPS") is computed by dividing net loss (the numerator) by the weighted-average number of common shares outstanding for the period (the denominator). Diluted EPS is computed by dividing net loss by the weighted-average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include common shares to be issued related to convertible debentures and stock pending issue under the ratchet provision.

As the Company has incurred losses for the nine months ended April 30, 2014 and 2013, the potentially dilutive shares are anti-dilutive and are thus not added into the loss per share calculations.

Going Concern

Going Concern

The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has generally had net losses after consideration of income taxes. Further, the Company has negative working capital and insufficient cash flows from operations as of April 30, 2014, and does not have the requisite liquidity to pay its current obligations. These factors, among others, raise substantial doubt about its ability to continue as a going concern. Management will seek to increase revenues and reduce costs, while raising capital through the sale of its stock. Failure to obtain additional financing would have a material adverse effect on our business operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Derivative Liabilities

Derivative Liabilities

In connection with the private placement of certain convertible notes beginning in January 2014, the Company became contingently obligated to issue shares of common stock in excess of the 750 million authorized under the Company's certificate of incorporation. Consequently, the ability to settle these obligations with common shares would be unavailable causing these obligations to potentially be settled in cash. This condition creates a derivative liability.

The Company has a sequencing policy regarding share settlement wherein instruments with the earliest issuance date would be settled first. The sequencing policy also considers contingently issuable additional shares, such as those issuable upon a stock split, to have an issuance date to coincide with the event giving rise to the additional shares.

Using this sequencing policy, all instruments convertible into common stock, including warrants and the conversion feature of notes payable, issued subsequent to January 14, 2014 are derivative liabilities.

The Company values these convertible notes payable using the multinomial lattice method that values the derivative liability within the notes based on a probability weighted discounted cash flow model. The resulting liability is valued at each reporting date and the change in the liability is reflected as change in derivative liability in the statement of operations.

Revenue Recognition

Revenue Recognition

Our revenue is derived from the service revenue from Live Blood Analysis, sale of retail products, and revenue derived from educational services.

The Company's revenue recognition policy is in accordance with the requirements of Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition ("SAB 104"), and other applicable revenue recognition guidance under US GAAP. Sales revenue is recognized for our retail and wholesale customers when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, and (iv) collectibility is reasonably assured — generally when products are shipped to the customer and services are rendered, except in situations in which title passes upon receipt of the products by the customer. In this case, revenues are recognized upon notification that customer receipt has occurred. The Company accrues an estimated amount for sales returns and allowances related to defective or returned products at the time of sale based on its ability to estimate sales returns and allowances using historical information. For the nine months ended April 30, 2014 and 2103, the Company calculated the amount to be less than 1% of sales so no allowance was accrued in either year. Shipping and handling fees and related freight costs and supplies associated with shipping products to customers are included as a component of cost of sales. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

The Company also recognizes revenues from the distribution of its product through trade partners. Related revenues consist of product costs, distribution fees, testing and labeling costs, as well as any associated administrative fees. The Company recognizes these revenues after the product has been shipped from the outsource manufacturer to the trade partner. The Company has contractual obligation to pay the outsource manufacturers, and as a principal in these arrangements the Company includes the total product price as revenue in accordance with applicable accounting guidance. The Company has separately negotiated contractual relationships with its trade partners, and under contracts with these trade partners the Company assumes the credit risk of product produced by the outsource manufacturer and dispensed to the trade partner.