10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended October 31, 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)
Nevada		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  ☒ No  ☐

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  ☒ No  ☐

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  ☐	Accelerated filer  ☐
Non-accelerated filer  ☐	Smaller reporting company  ☒

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

Yes  ☐ No  ☒

As of December 19, 2014, the issuer had 55,996,698 issued and outstanding shares of common stock, par value of $0.001.  

NUTRANOMICS, INC.

FORM 10-Q

For the Quarterly Period Ended October 31, 2014

INDEX

		Page
	PART I – FINANCIAL INFORMATION
Item 1	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets (Unaudited) October 31, 2014 and July 31, 2013	4
	Condensed Consolidated Statements of Operations (Unaudited) For the Three Months Ended October 31, 2014 and 2013	5
	Condensed Consolidated Statements of Cash Flows (Unaudited) For the Three Months Ended October 31, 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	24
Item 4	Controls and Procedures	24
	PART II – OTHER INFORMATION
Item 1	Legal Proceedings	26
Item 6	Exhibits	28
Signatures		29

2

PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

3

HEALTH EDUCATION CORPORATION

d.b.a NUTRANOMICS, INC.

Consolidated Balance Sheets

ASSETS
	October 31,			July 31,
	2014			2014
CURRENT ASSETS	(Unaudited)
Cash and cash equivalents	$	83,084		$	79,235
Accounts receivable, net of allowance		231,071			152,879
Prepaid expenses		81			4,516
Other current assets		1,279			23,254
Inventory		151,063			271,941
Total Current Assets		466,578			531,825
PROPERTY & EQUIPMENT, net		13,832			16,355
OTHER ASSETS
Rent deposit		2,000			2,000
Total Assets	$	482,410		$	550,180
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	470,772		$	518,890
Lines of credit		29,887			33,098
Convertible notes payable-current portion		546,658			58,999
Loan payable-current portion		52,426			51,071
Note Derivative Liability		139,409			177,907
Related party payable		20,109			21,083
Related party notes payable		35,036			36,608
Unearned revenue		262,084			338,263
Total Current Liabilities		1,556,381			1,235,919
LONG-TERM LIABILITIES
Convertible notes payable		70,479			525,000
Loan payable		148,805			157,830
Total Liabilities		1,775,665			1,918,749
STOCKHOLDERS' DEFICIT
Common stock; par value of $.001, 750,000,000 shares authorized;
54,023,354 and 51,151,766 shares issued and outstanding at
October 31, 2014 and July 31, 2014, respectively		54,025			51,153
Additional paid in capital		3,449,509			3,337,911
Accumulated deficit		(4,796,789	)		(4,757,633	)
Total Stockholders' Deficit		(1,293,255	)		(1,368,569	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	482,410		$	550,180

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

4

HEALTH EDUCATION CORPORATION

d.b.a NUTRANOMICS, INC.

Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended
	October 31,
	2014			2013
REVENUES	$	641,237		$	793,496
COST OF SALES		299,670			636,540
		341,567			156,956
OPERATING EXPENSES
General and administrative		63,785			85,981
Advertising and marketing		24,771			27,042
Professional fees		59,269			137,932
Research and development		-			31,617
Salaries and wages		142,307			94,575
Total Operating Expenses		290,132			377,147
OPERATING (LOSS)		51,435			(220,191	)
OTHER INCOME (EXPENSE)
Interest expense		(90,591	)		(8,505	)
Total Other Income (Expense)		(90,591	)		(8,505	)
NET (LOSS) BEFORE INCOME TAXES		(39,156	)		(228,696	)
Provision for income taxes		-			-
NET (LOSS)	$	(39,156	)	$	(228,696	)
BASIC AND DILUTED LOSS PER SHARE	$	(0.00	)	$	(0.01	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		52,321,884			36,457,164

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

5

HEALTH EDUCATION CORPORATION

d.b.a NUTRANOMICS, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Three Months Ended
	October 31,
	2014			2013
OPERATING ACTIVITIES
Net (Loss)	$	(39,156	)	$	(228,696	)
Adjustments to reconcile net (loss) to net cash from operating activities:
Allowance for bad debt		-			(5,632	)
Gain (loss) on derivative		-			-
Amortization of debt discount		75,138			-
Short-term loan issued for professional fees		-			-
Depreciation expense		2,523			1,876
Share based compensation-common stock		-			-
Changes in operating assets and liabilities:
Accounts receivable		(78,192	)		(26,700	)
Other assets		26,410			(501	)
Inventory		120,878			(20,070	)
Deferred revenue		(76,179	)		83,889
Accounts payable and accrued expenses		(52,136	)		123,035
Net Cash (Used) From Operating Activities		(20,714	)		(72,799	)
INVESTING ACTIVITIES
Purchase of equipment		-			-
Net Cash (Used) Investing Activities		-			-
FINANCING ACTIVITIES
Proceeds from related party payable		-			-
Repayments of related party payable		(974	)		(825	)
Proceeds from convertible debt		-			375,000
Repayment of loan payable		(7,670	)		(7,321	)
Proceeds from line of credit		(3,211	)		6,000
Repayment of line of credit		-			(810	)
Repayments of notes payable- related party		(1,572	)		-
Sale of common stock		37,990			(1,374	)
Net Cash (Used) From Financing Activities		24,563			370,670
Net Increase (Decrease) in Cash and Cash Equivalents		3,849			297,871
Cash and Cash Equivalents, Beginning of Period		79,235			11,129
Cash and Cash Equivalents, End of Period	$	83,084		$	309,000
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	3,208		$	1,811
Income Taxes	$	-		$	-
Non-cash Investing and Financing activities:
Stock issued for conversion of Note	$	42,000		$	-
Conversion of derivative feature	$	34,480		$	-

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

6

HEALTH EDUCATION CORPORATION

d.b.a NUTRANOMICS, INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

October 31, 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, 2014 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.

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 three months ended October 31, 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 operation as of October 31, 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. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("US GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates.

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.

8

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) collectability 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 three months ended October 31, 2014 and 2013, 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.

Unearned Revenues consist of cash received in advance for products to be delivered at a future date. The Company records the payments received as a liability until the products are delivered. The Company recorded unearned revenue of $262,084 and $338,263 as of October 31, 2014 and July 31, 2014, respectively.

Cost of Sales

The Company includes product costs (i.e. material, direct labor and overhead costs), shipping and handling expense, insurance on inventory, production-related depreciation expense and product license agreement expense in cost of sales.

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.

NOTE 4 – 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 three months ended October 31, 2014 and 2013, totaled $12,920 and $12,676, respectively.

The Company has three separate subleases for three rooms totaling 1,500 square feet of their Draper office space to three individuals on a month to month basis. The remaining two leases were terminated in September 2013 and October 2013. Pursuant to the sublease agreements, the monthly rent received for the three months ended October 31, 2014 and 2013 totaled $0 and $18,500, 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 $1,036 and $1,143 at for the three months ended October 31, 2014 and 2013, respectively.

9

The future minimum lease payments required under the operating leases as of July 31, 2014, are as follows:

Year Ended July 31,	Amount
2015	$	6,750
2016		-
2017		-
2018		-
Thereafter		-
Total lease obligations	$	6,750

NOTE 5 – RELATED PARTY NOTES PAYABLE

In January 2012, the Company entered into a two year, zero percent note with an 8% imputed interest rate with a director 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 $0 and $1,374 in the three months ended October 31, 2014 and 2013, respectively.

As of October 31, 2014 and July 31, 2014, the Company owed a total of $35,036 and $36,608 in principal in related party notes. On December 12, 2014, the Company paid off the related party note payable, see note 14 below.

NOTE 6 – RELATED PARTY PAYABLE

Related party payables consist of payments made by a director through credit cards and use of a line of credit related used to pay expenses on behalf of the Company. During the three months ended October 31, 2014 and 2013, the Company made payments of $974 and $1,023, respectively. As of October 31, 2014 and July 31, 2014, the Company owed a total of $20,109 and $21,083 in related party payables.

NOTE 7 – RESERVED AND OMITTED

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 October 31, 2014 and July 31, 2014, was $201,231 and $208,901, respectively. As of October 31, 2014, the Company has paid $48,769 in principal payments. The Lender allowed the Company to absorb a prior $50,000 note into the note, not affecting the repayment date. The Company did incur issuance costs of $4,037, which were expensed upon occurrence.

Loans payable consisted of the following as of October 31, 2014 and July 31, 2014:

Loan Payable
	October 31,			July 31,
	2014			2014
$250,000 face value, converted from a LOC on August 28, 2013, interest rate of 5.21%, matures on September 1, 2018.		$	201,231		$	208,901
$50,000 face value, issued on December 9, 2013, with no interest rate, matured and was paid in full on May 31, 2014.			-			-
Total Loan payable			201,231			208,901
Less current portion			52,426			51,071
Loan payable, long-term		$	148,805		$	157,830

10

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 October 31, 2014 and July 31, 2014, the Company owed $29,887 and $33,098 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.

NOTE 9 – CONVERTIBLE NOTES PAYABLE AND LOAN PAYABLE

Convertible notes payable consisted of the following as of October 31, 2014 and July 31, 2014, respectively:

	October 31,		July 31,
	2014		2014
$250,000 face value, issued on September 27, 2013, interest rate of 10%, matures on September 27, 2015.	$	250,000	$	250,000
$125,000 face value, issued on October 18, 2013, interest rate of 10%, matures on October 18, 2015.		125,000		125,000
$150,000 face value, issued on November 22, 2013, interest rate of 10%, matures on November 22, 2015.		150,000		150,000
$78,500 face value, of which, $42,000 was converted, issued on January 14, 2014, interest rate of 8% and a default rate of 22%, matures on October 14, 2014, net of unamortized discount of $0 and $48,741 as of October 31, 2014 and July 31, 2014.		36,500		29,759
$53,000 face value, issued on March 19, 2014, interest rate of 8%, matures on December 26, 2014, net of unamortized discount of $23,098 and $39,087 as of October 31, 2014 and July 31, 2014.		29,902		13,913
$63,000 face value, issued on May 15, 2014, interest rate of 8%, matures on February 2, 2015, net of unamortized discount of $37,265 and $47,673 as of October 31, 2014 and July 31, 2014.		25,735		15,327
Total convertible notes payable – non-related parties		617,137		583,999
Less current portion		546,658		58,999
Convertible notes payable, long-term	$	70,479	$	525,000

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.

11

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 September 24, 2014, Asher converted $15,000 of principal related to the January 14, 2014, convertible note into 583,658 shares of the Company's common stock at $0.0257 per share.

On October 2, 2014, Asher converted an additional $15,000 of principal related to the January 14, 2014, convertible note into 810,811 shares of the Company's common stock at $0.0185 per share.

On October 9, 2014, Asher converted an additional $12,000 of principal related to the January 14, 2014, convertible note, into 869,565 shares of the Company's common stock at $0.0138 per share. The remaining principal balance due after the conversions was $36,500.

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 $49,010.

On May 15, 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 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 May 2014, the Company received cash in the amount of $42,500, with the remaining $17,500 being used for legal 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 May 15, 2014, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $56,591 and a discount on the note of $56,591.

12

As of October 31, 2014 and July 31, 2014, the Company estimated the fair market value of the derivative liability to be $139,409 and $177,907, with a change in fair value of $0, respectively. For the three months ended October 31, 2014 and 2013, the Company recorded $71,122 and $0 in amortization related to the discount on the note to interest expense and $4,016 and $0 in interest related to the three conversions of the Asher note. See note 12.

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 October 31, 2014 and July 31, 2014, 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 2014 remains open for federal and/or state tax jurisdictions.

NOTE 11 – STOCK TRANSACTIONS

As of October  31, 2014 and July 31, 2014, the Company has 750,000,000 shares of common stock authorized with a par value of $.001, and 54,023,354 and 51,151,766 shares of common stock issued and outstanding, respectively.

During the three months ended October 31, 2014, the Company issued 607,554 shares of common stock as part of the Equity Purchase Agreement described below for cash for $37,990. The Company also issued 2,271,558 shares of common stock related to the three conversions of the Asher note for $42,000 in principal. The first conversion was for $15,000 of principal for 583,658 shares of the Company's common stock at $0.0257 per share, an additional $15,000 of principal was converted into 810,811 shares of the Company's common stock at $0.0185 per share, and the final conversion was for an additional $12,000 of principal into 869,565 shares of the Company's common stock at $0.0138 per share.

During the three months ended October 31, 2013, the Company did not issue any shares of common stock.

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 October 31, 2014, 2,107,554 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 11). As of October 31, 2014 this derivative liability had an estimated fair value of $139,409. 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 October 31, 2014:

Balance at July 31, 2014	$	177,907
Conversions		(34,480	)
Total (gains) losses included in earnings		(4,018	)
Issuances		-
Balance at July 31, 2014	$	139,409

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:

	July 31,
	2014
Expected term in years	0-.26 years
Risk-free interest rates		0.01-0.11	%
Volatility		194 -202	%
Dividend yield		0	%

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 matured on October 14, 2014, and mature on December 26, 2014 and February 2, 2015.

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NOTE 13 – INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS

Geographic Sales Regions

We currently sell and distribute our products four geographic regions: North Asia, Greater China, South Asia/Pacific, Europe, Middle East, and Americas. The following table sets forth the revenue for each of the geographic regions for the three months ended October 31, 2014 and 2013:

	Periods Ended October 31,
	2014				2013
Americas	$	363,088	56.62	%	$	690,753	87.06	%
Europe		-	-			-	-
Greater China		152,105	23.72			19,532	2.45
Middle East		46	0.01			-	-
North Asia		2,020	0.32			-	-
South Asia/Pacific		123,978	19.33			83,211	10.49
	$	641,237	100.00	%	$	793,496	100.00	%

The table below lists our equipment, net, by geographic area for the three months ended October 31, 2014 and 2013:

	Periods Ended October 31,
	2014				2013
Americas	$	13,832	100.00	%	$	16,355	100.00	%
Europe		-	-			-	-
Greater China		-	-			-	-
Middle East		-	-			-	-
North Asia		-	-			-	-
South Asia/Pacific		-	-			-	-
	$	13,832	100.00	%	$	16,355	100.00	%

The table below lists revenue generated by each of the Company's product lines during the years ended three months ended October 31, 2014 and 2013:

	Periods Ended October 31,
	2014				2013
Product Sales	$	634,661	98.97	%	$	784,711	98.89	%
NBA Services		6,576	1.03			8,785	1.11
Educational Services		-	-			-	-
	$	641,237	100.00	%	$	793,496	100.00	%

Significant Customers

Three of our customers make up approximately 37.57% of our total sales for three months ending October 31, 2014, as compared to one customer making up approximately 43.10% of our total sales for the same period in 2013.

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NOTE 14 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through December 19, 2014, which is the date the financial statements were available to be issued. The Company identified the following subsequent events through December 19, 2014:

On November 14, 2014, Asher converted an additional $15,000 of principal related to the January 14, 2014, convertible note, into 931,677 shares of the Company's common stock at $0.0161 per share. The remaining principal balance due after the conversion was $21,500.

On December 8, 2014, Asher converted an additional $12,500 of principal related to the January 14, 2014, convertible note, into 1,041,667 shares of the Company's common stock at $0.012 per share. The remaining principal balance due after the conversion was $9,000.

On December 2, 2014, the Company entered into a collateralized secured convertible promissory note with LG Capital Funding, LLC ("LG"), a New York limited liability company, for an 8% convertible promissory note with an aggregate principal amount of $73,500, which together with any unpaid accrued interest is due on December 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 average of the lowest three closing bid prices during the ten trading day period ending on the conversion date. This note was funded on December 10, 2014, when the Company received cash in the amount of $70,000, with the remaining $3,500 being used for LG's legal and other origination expenses.  On December 2, 2014, the Company also entered into a second $73,500 convertible promissory note with LG on the same terms as the first note and due on December 2, 2015, which has not yet been funded.  This note is collateralized by a secured promissory note issued by LG to the Company for $73,500, due on August 2, 2015, and accruing interest at the rate of 8% per annum.

On December 2, 2014, the Company entered into a collateralized secured convertible promissory note with Typenex Co-Investment, LLC ("Typenex"), a Utah limited liability company, for an 10% convertible promissory note with an aggregate principal amount of $224,000, of which the company is to assume $20,000 in original interest discount ("OID") and legal fees and other expenses of Typenex totaling $4,000, which together with any unpaid accrued interest is due on September 10, 2016. The note is to be issued in tranches with an initial tranche of $59,000, of which the company received $50,000 on December 10, 2014, with the remaining $4,000 being used for legal and other expenses of Typenex and the Company assuming $5,000 in OID. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at a variable conversion price calculated as 58% of the average of the lowest three closing bid prices during the ten trading day period ending on the last complete trading day prior to the conversion date. The remaining three tranches of $55,000 of funding to the Company under the note will consist of $50,000 in principal and the $5,000 in OID, which have not yet been funded, and shall correspond to three $50,000 promissory notes issued by Typenex in favor of the Company, accruing interest at 8% per annum and maturing on September 2, 2016.

In conjunction with the Company's convertible note issued to Typenex and Typenex's three promissory notes issued to the Company for the three additional tranches of funding to the Company, the Company issued four warrants for a total number of shares equal to $112,000 ($29,500 for the first warrant corresponding to funding on December 10, 2014, and $27,500 for the other three warrants corresponding to the future tranches of funding by Typenex to the Company) divided by the conversion market price in the Typenex convertible note. The warrants have an exercise price of $0.06, subject to adjustment, and expire on December 2, 2019. Each of the warrants are only exerciseable after the corresponding tranche of funding by Typenex to the company has been paid. Therefore, the first warrant is currently exerciseable, but the other three warrants are not.

On December 2, 2014, the Company entered into a convertible promissory note with JMJ Financial, a Nevada sole proprietorship ("JMJ"), with a face amount of $350,000, of which the company is to assume $35,000 in original interest discount ("OID"), which together with any unpaid accrued interest is due on Dec 2, 2016.  The note is to be funded by JMJ at its discretion, and the initial tranche was funded on December 16, 2014, when the Company received cash in the amount of $55,000. The note balance funded (plus a pro rata portion of the OID) together with any unpaid accrued interest is convertible into shares of common stock at a variable conversion price calculated as 65% of the average of the lowest trade price during a 25-day period ending on the last complete trading day prior to the conversion date.

On December 12, 2014, the Company settled its related party note payable in the amount of $35,036 with a Company director in exchange for $30,000 cash.

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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-month periods ended October 31, 2014 and 2013.

	The Three Months Ended
	October 31,
	2014			2013
Revenues	$	641,237		$	793,496
Cost of Sales	$	(299,670	)	$	(636,540	)
Operating Expenses	$	(290,132	)	$	(377,147	)
Change in fair value of derivative	$	-		$	-
Interest Expense	$	(90,591	)	$	(8,505	)
Net Income (Loss)	$	(39,156	)	$	(228,696	)

Our operating results for the three-month periods ended October 31, 2014 and 2013, are summarized as follows:

Revenues and Cost of Sales

Our business model currently generates revenues from two primary sources:

1) Product sales: 98.97% and 98.89% for the three months ended October 31, 2014 and 2013, respectively; and

 2) Nutritional Blood Analysis (NBA) services: 1.03% and 1.11% for the three months ended October 31, 2014 and 2013, respectively.

Our revenues from product sales decreased from $784,711 in the three months ended October 31, 2013, to $634,661 in the three months ended October 31, 2014, a decrease of 19.12% totaling $150,050. The decrease was due to a decrease in product sales with loss of our larger customers. The revenues from NBA services decreased from $8,785 in the three months ended October 31, 2013, to $6,576 in the three months ended October 31, 2014, a decrease of $2,209. The decrease was due to the Company decreasing its efforts in NBA activity in the three months ended October 31, 2014. 

Revenues derived from sales in the Americas totaled $363,088, or 56.62%, in the three months ended October 31, 2014, as compared to $690,753, or 87.06%, in the three months ended October 31, 2013. Revenues derived from sales outside of the Americas totaled $278,149, or 43.38%, in the three months ended October 31, 2014, as compared to $102,743, or 12.95%, in the three months ended October 31, 2013.

Revenues derived from product sales totaled $634,661, or 98.97%, in the three months ended October 31, 2014, as compared to $784,711, or 98.89%, in the comparable period in 2013. The company also derived revenue from NBA services in the amount of $6,576, or 1.03%, in the three months ended October 31, 2014 as compared to $8,785, or 1.11%, in the three months ended October 31, 2013. The company did not derive revenues from educational services in 2014 or 2013.

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Our cost of sales decreased from $636,540 in the three months ended October 31, 2013, to $299,670 in the three months ended October 31, 2014, a decrease of 52.92% totaling $336,870. The decrease directly relates to the decrease in product sales in 2014 and lost of the larger customers with lower profit margins.

Interest expense increased from $8,505 in the three months ended October 31, 2013, to $90,591 in the three months ended October 31, 2014, an increase of 965.15% totaling $82,086. The increase is due to the Company entering into two convertible notes at end of the current quarter in 2013 and entering into three convertible notes during the following quarters of the fiscal year ending July 31, 2014.

Three of our customers make up approximately 37.57% of our total sales for three months ending October 31, 2014, as compared to one customer making up approximately 43.10% of our total sales for the same period in 2013, and three of our suppliers make up approximately 71.07% and 92.70% of our total purchases for the three months ending October 31, 2014 and 2013. While we have had simple purchase orders with this customer and these suppliers in the past (for quantities of our supplements and supplement ingredients at various prices and negotiated on a case-by-case basis), we do not have and have never had production or supply agreements with this customer or these suppliers, we do not have purchase or supply agreements with this customer or these suppliers governing future orders, and were we to lose this customer or these suppliers, our business would be harmed. Our revenues would significantly decline were we to lose this customer, and our cost of goods sold would increase were we to lose these suppliers. 

Expenses

Our operating expenses for the three months ended October 31, 2014 and 2013, are outlined in the table below:

	The Three Months Ended
	October 31,
	2014		2013
General and administrative	$	63,785	$	85,981
Advertising and marketing	$	24,771	$	27,042
Professional fees	$	59,269	$	137,932
Research and development	$	-	$	31,617
Salaries and wages	$	142,307	$	94,575

Our total operating expenses for the three months ended October 31, 2013, were $290,132, as compared to $377,147 for the comparable period in 2013, a decrease of 23.07% totaling $87,015.  The decrease in operating expenses during the three months ended October 31, 2014 as compared to the same period in 2013 was due to a decrease in research and development, general and administrative, and professional expenses, coinciding with an increase in salaries and wages.

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General and administrative expense decreased from $85,981 in the three months ended October 31, 2013, to $63,785 in the comparable period in 2014, a decrease of 25.82% totaling $22,196.  The decrease is due mostly to a decrease in office expenses, supplies, and travel costs in the three months ended October 31, 2014 compared to the same period in 2013.

Advertising and marketing expense decreased from $27,042 in the three months ended October 31, 201,3 to $24,771 in the comparable period in 2014, a decrease of 8.40% totaling $2,271.  The decrease is due to the Company decreasing their efforts in the three months ended October 31, 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™ in 2013, which did not occur in 2014, which decreased research and development expense from $31,617 in the three months ended October 31, 2013, to $0 in the same period in 2014.

Professional fees decreased from $137,932 in the three months ended October 31, 2013, to $59,269 in the three months ended October 31, 2014, a decrease of 57.03% totaling $78,663.  The decrease is due to the Company incurring increased legal and accounting expenses as a result of becoming a public company in 2013.

Salaries and wages expenses increased from $94,575 in the three months ended October 31, 2013, to $142,307 during the same period in 2014, an increase of 50.47% totaling $47,732. The increase is due to two of the Company's employee's resigning their positions on October 3, 2013. The Company hired an additional employee to fill the positions vacated by the resigning employees and increased salaries in the current period.

Equity Compensation

None.

Liquidity and Financial Condition  

Working Capital
	October 31,			July 31,
	2014			2014
Current Assets	$	466,578		$	531,825
Current Liabilities	$	1,556,381		$	1,235,919
Working Capital (deficit)	$	(1,089,803	)	$	(704,094	)

Cash Flows
	The Three Months Ended
	October 31,
	2014			2013
Net (Loss)	$	(39,156	)	$	(228,696	)
Net Cash Provided by (Used in) Operating Activities	$	(20,714	)	$	(72,799	)
Net Cash Provided by (Used in) Investing Activities	$	-		$	-
Net Cash From Financing Activities	$	24,563		$	370,670
Increase in Cash during the Period	$	3,849		$	297,871
Cash and Cash Equivalents, End of Period	$	83,084		$	309,000

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The Company had current assets of $466,578 during the three months ended October 31, 2014, as compared to $531,525 as of July 31, 2014; the decrease is mostly due to the Company's decrease in inventory, partially offset by an increase in cash and cash equivalents and accounts receivable. Accounts receivable increased because the company was restructuring its collections process during the first quarter and now has them operating more efficiently for the second quarter.  The Company had current liabilities of $1,556,381 during the three months ended October 31, 2014, as compared to $1,235,919 as of July 31, 2014. The increase is mainly due to an increase in current portions of long-term liabilities as the notes are closer to maturity. The change is offset by decreases in accounts payable and accrued expenses, lines of credit, related party payable and notes payable due to the Company paying down balances in the current period and a decrease in note derivative liability due to the current valuation of the derivative instruments. The Company has incurred cumulative losses since inception of $4,796,789. As of October 31, 2014, the Company had a working capital deficit of 1,089,803 due to a decrease in cash from sales during the three months ended October 31, 2014, as compared to the same period in 2013.

Cash from operating activities increased to ($20,714) during the three months ended October 31, 2014, as compared to ($72,799) in the comparable period in 2013. The increase was mostly due to changes in net income (loss), amortization of debt discount, accounts receivable, inventory, unearned revenue and accounts payable.

Cash from financing activities decreased to $24,563 during the three months ended October 31, 2014, as compared to 370,670 in the comparable period in 2013. The decrease was mostly due to an increase in borrowing under convertible notes in 2013, which did not occur in the current period, partially offset by an increase in proceeds from sale of common stock. 

Cash used in investing activities were $0 during the three months ended October 31, 2013, and in the same period in 2014. The Company did not have any activity in either prior.

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 a continued 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 is 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.

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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 October 31, 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. 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 November 14, 2014, Asher converted an additional $15,000 of principal related to the January 14, 2014, convertible note, into 931,677 shares of the Company's common stock at $0.0161 per share. The remaining principal balance due after the conversion was $21,500.

On December 8, 2014, Asher converted an additional $12,500 of principal related to the January 14, 2014, convertible note, into 1,041,667 shares of the Company's common stock at $0.012 per share. The remaining principal balance due after the conversion was $9,000.

On December 2, 2014, the Company entered into a collateralized secured convertible promissory note with LG Capital Funding, LLC ("LG"), a New York limited liability company, for an 8% convertible promissory note with an aggregate principal amount of $73,500, which together with any unpaid accrued interest is due on December 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 average of the lowest three closing bid prices during the ten trading day period ending on the conversion date. This note was funded on December 10, 2014, when the Company received cash in the amount of $70,000, with the remaining $3,500 being used for LG's legal and other origination expenses.  On December 2, 2014, the Company also entered into a second $73,500 convertible promissory note with LG on the same terms as the first note and due on December 2, 2015, which has not yet been funded.  This note is collateralized by a secured promissory note issued by LG to the Company for $73,500, due on August 2, 2015, and accruing interest at the rate of 8% per annum.

On December 2, 2014, the Company entered into a collateralized secured convertible promissory note with Typenex Co-Investment, LLC ("Typenex"), a Utah limited liability company, for an 10% convertible promissory note with an aggregate principal amount of $224,000, of which the company is to assume $20,000 in original interest discount ("OID") and legal fees and other expenses of Typenex totaling $4,000, which together with any unpaid accrued interest is due on September 10, 2016. The note is to be issued in tranches with an initial tranche of $59,000, of which the company received $50,000 on December 10, 2014, with the remaining $4,000 being used for legal and other expenses of Typenex and the Company assuming $5,000 in OID. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at a variable conversion price calculated as 58% of the average of the lowest three closing bid prices during the ten trading day period ending on the last complete trading day prior to the conversion date. The remaining three tranches of $55,000 of funding to the Company under the note will consist of $50,000 in principal and the $5,000 in OID, which have not yet been funded, and shall correspond to three $50,000 promissory notes issued by Typenex in favor of the Company, accruing interest at 8% per annum and maturing on September 2, 2016.

22

In conjunction with the Company's convertible note issued to Typenex and Typenex's three promissory notes issued to the Company for the three additional tranches of funding to the Company under the Typenex convertible note, the Company issued four warrants for a total number of shares equal to $112,000 ($29,500 for the first warrant corresponding to funding on December 10, 2014, and $27,500 for the other three warrants corresponding to the future tranches of funding by Typenex to the Company) divided by the conversion market price in the Typenex convertible note. The warrants have an exercise price of $0.06, subject to adjustment, and expire on December 2, 2019. Each of the warrants are only exerciseable after the corresponding tranche of funding by Typenex to the company has been paid. Therefore, the first warrant is currently exerciseable, but the other three warrants are not.

On December 2, 2014, the Company entered into a convertible promissory note with JMJ Financial, a Nevada sole proprietorship ("JMJ"), with a face amount of $350,000, of which the company is to assume $35,000 in original interest discount ("OID"), which together with any unpaid accrued interest is due on December 2, 2016.  The note is to be funded by JMJ at its discretion, and the initial tranche was funded on December 16, 2014, when the Company received cash in the amount of $55,000. The note balance funded (plus a pro rata portion of the OID) together with any unpaid accrued interest is convertible into shares of common stock at a variable conversion price calculated as 65% of the average of the lowest trade price during a 25-day period ending on the last complete trading day prior to the conversion date.

On December 12, 2014, the Company settled its related party note payable in the amount of $35,036 with a Company director in exchange for $30,000 cash, and the settlement released the Company from all obligations to pay royalty payments in connection with sales of a product line.

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 the Company's Current Reports on Form 10-K filed on November 12, 2014.  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.

23

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. 

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.

24

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.

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 October 31, 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.

25

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.

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. The case is currently in the discovery phase.

26

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

During the three months ended October 31, 2014, the Company issued 2,271,558 shares of common stock to Asher Enterprises, Inc. ("Asher") related to three conversions by Asher of the convertible promissory note dated January 14, 2014, for a total of $42,000 in principal. The first conversion was for $15,000 of principal for 583,658 shares of the Company's common stock at $0.0257 per share, an additional $15,000 of principal was converted into 810,811 shares of the Company's common stock at $0.0185 per share, and the final conversion was for an additional $12,000 of principal into 869,565 shares of the Company's common stock at $0.0138 per share.  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.

27

ITEM 6. EXHIBITS

Exhibit No.	Description
2.1	Share Exchange Agreement with Health Education and the Shareholders of Health Education 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 the Nevada Secretary of State on September 9, 2013 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 Amendment No. 2 to Current Report on Form 8-K/A filed on December 12, 2013)
10.2	Employment Agreement with Nathan Jenson, dated May 14, 2012 (incorporated by reference to our Amendment No. 2 to Current Report on Form 8-K/A filed on December 12, 2013)
10.3	Office Lease Agreement with Unity Investments, LLC (incorporated by reference to our Amendment No. 2 to Current Report on Form 8-K/A filed on December 12, 2013)
10.4	License and Distribution Agreement with Nutriband USA, LLC, dated March 10, 2013 (incorporated by reference to our Amendment No. 2 to Current Report on Form 8-K/A filed on December 12, 2013)
10.5	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)
10.6	Amended License Agreement with Gennesar Nutraceuticals, LLC d/b/a Genesar Nutraceuticles (incorporated by reference to our Annual Report on Form 10-K filed on November 13, 2014)
16.1	Letter from Sadler, Gibb & Associates, L.L.C., dated September 25, 2013 regarding change in registered public accounting firm (incorporated by reference to our Amendment No. 1 to Current Report on Form 8-K/A filed on September 27, 2013)
16.2	Letter from Mantyla McReynolds, LLC, dated May 22, 2014, regarding change in registered public accounting firm (incorporated by reference to our Current Report on Form 8-K filed on May 23, 2014)
21	List of Subsidiaries: Health Education Corporation dba Nutranomics, a Utah company
31.1 (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 (1)	Certification of Principal Accounting 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 (1)	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63
32.2 (1)	Certification of Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63
101.SCH (1)	XBRL Taxonomy Extension Schema Document
101.CAL (1)	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF (1)	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB (1)	XBRL Taxonomy Extension Label Linkbase Document
101.PRE (1)	XBRL Taxonomy Extension Presentation Linkbase Document

(1)      Filed herewith

28

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: December 22, 2014	By:	/s/ Michael Doron
		Michael Doron
		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: December 22, 2014	/s/ Michael Doron
	Michael Doron, Chief Executive Officer, Chief Financial Officer, and Director
Date: December 22, 2014	/s/ Tracy Gibbs
	Tracy Gibbs, Director

29

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14

I, Michael Doron, 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: December 22, 2014

/s/ Michael Doron

Michael Doron

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13a-14

I, Michael Doron, 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: December 22, 2014

/s/ Michael Doron

Michael Doron

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 October 31, 2014, as filed with the Securities and Exchange Commission (the "Report"), I, Michael Doron, 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/ Michael Doron

Michael Doron

Chief Executive Officer

December 22, 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 October 31, 2014, as filed with the Securities and Exchange Commission (the "Report"), I, Michael Doron, 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/ Michael Doron

Michael Doron

Chief Financial Officer

December 22, 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

DERIVATIVE LIABILITY (Details) (USD $)	3 Months Ended	12 Months Ended
	Oct. 31, 2014	Jul. 31, 2014
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Balance at July 31, 2014	$ 177,907
Conversions	(34,480)
Total (gains) losses included in earnings	(4,018)	0
Issuances
Balance at July 31, 2014	$ 139,409	$ 177,907

XML

SUBSEQUENT EVENTS (Detail Textuals 2) (Subsequent Event, 10% convertible promissory note, USD $)	0 Months Ended
	Dec. 02, 2014
Typenex Co-Investment, LLC ("Typenex")
Subsequent Event [Line Items]
Interest rate of convertible note	10.00%
Principal amount of convertible note	$ 224,000
Amount of original interest discount	20,000
Legal fees and other expenses	4,000
Amount of initial tranche	59,000
Original interest discount included in discount	5,000
Trading days	10 days
Conversion price average of the lowest three closing bid prices	58.00%
Amount of principal and original interest discount	55,000
Principal amount of remaining tranche	50,000
Interest amount of remaining tranche	5,000
Number of warrants issued (in shares)	4
Value of shares issued for warrants	112,000
Amount Of Warrants Initially Issued	29,500
Amount Of Warrants Issued Thereafter	27,500
Exercise price of warrants (in dollars per share)	$ 0.06
JMJ Financial
Subsequent Event [Line Items]
Principal amount of convertible note	350,000
Amount of original interest discount	35,000
Amount of initial tranche	$ 55,000
Trading days	25 days
Conversion price average of the lowest three closing bid prices	65.00%

XML

SUBSEQUENT EVENTS (Detail Textuals) (USD $)	3 Months Ended	0 Months Ended
	Oct. 31, 2014	Dec. 08, 2014	Nov. 14, 2014
Subsequent Event [Line Items]
Number converted in common shares	2,107,554
Subsequent Event | Asher Enterprises, Inc. ("Asher")
Subsequent Event [Line Items]
Amount of convertible note for conversion		$ 12,500	$ 15,000
Number converted in common shares		1,041,667	931,677
Conversion price per share		$ 0.012	$ 0.0161
Remaining principal amount		$ 9,000	$ 21,500

XML

CONVERTIBLE NOTES PAYABLE AND LOAN PAYABLE (Details) (USD $)	Oct. 31, 2014	Jul. 31, 2014
Debt Instrument [Line Items]
Less current portion	$ 546,658	$ 58,999
Convertible notes payable, long-term	70,479	525,000
Convertible notes payable
Debt Instrument [Line Items]
Total convertible notes payable - non-related parties	617,137	583,999
Less current portion	546,658	58,999
Convertible notes payable, long-term	70,479	525,000
Convertible notes payable | Convertible notes payable matures on September 27, 2015
Debt Instrument [Line Items]
Total convertible notes payable - non-related parties	250,000	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	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	150,000
Convertible notes payable | Convertible notes payable matures on October 14, 2014
Debt Instrument [Line Items]
Total convertible notes payable - non-related parties	36,500	29,759
Convertible notes payable | Convertible notes payable matures on December 26, 2014
Debt Instrument [Line Items]
Total convertible notes payable - non-related parties	29,902	13,913
Convertible notes payable | Convertible notes payable matures On 2 February 2015
Debt Instrument [Line Items]
Total convertible notes payable - non-related parties	$ 25,735	$ 15,327

XML

ORGANIZATION AND BASIS OF PRESENTATION (Detail Textuals)	3 Months Ended	0 Months Ended
	Oct. 31, 2014 Country	Sep. 13, 2013	Jul. 31, 2014
Organization And Basis Of Presentation [Line Items]
Number of countries where company sells its products directly to public	16
Number of common shares issued	54,023,354		51,151,766
Number of common shares outstanding	54,023,354		51,151,766
Reverse Acquisition And Recapitalization | Share Exchange Agreement | Buka Ventures Inc
Organization And Basis Of Presentation [Line Items]
Number of shares cancelled		25,000,000
Number of common shares issued		46,500,000
Number of common shares outstanding		46,500,000
Number of common stock issued in exchange with Nutranomics		25,005,544
Reverse Acquisition And Recapitalization | Share Exchange Agreement | Health Education Corporation
Organization And Basis Of Presentation [Line Items]
Number of common stock shares received from Nutranomics		8,994,800

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INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS (Details) (USD $)	3 Months Ended
	Oct. 31, 2014	Oct. 31, 2013
Segment Reporting Information [Line Items]
Revenue	$ 641,237	$ 793,496
Revenue
Segment Reporting Information [Line Items]
Revenue	641,237	793,496
Concentration risk, percentage	100.00%	100.00%
Americas | Revenue
Segment Reporting Information [Line Items]
Revenue	363,088	690,753
Concentration risk, percentage	56.62%	87.06%
Europe | Revenue
Segment Reporting Information [Line Items]
Revenue
Concentration risk, percentage
Greater China | Revenue
Segment Reporting Information [Line Items]
Revenue	152,105	19,532
Concentration risk, percentage	23.72%	2.45%
Middle East | Revenue
Segment Reporting Information [Line Items]
Revenue	46
Concentration risk, percentage	0.01%
North Asia | Revenue
Segment Reporting Information [Line Items]
Revenue	2,020
Concentration risk, percentage	0.32%
South Asia/Pacific | Revenue
Segment Reporting Information [Line Items]
Revenue	$ 123,978	$ 83,211
Concentration risk, percentage	19.33%	10.49%

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STOCK TRANSACTIONS (Detail Textuals 1) (USD $)	3 Months Ended
	Oct. 31, 2014
Stock Transactions [Line Items]
Total number of shares under agreement	2,107,554
Equity Purchase Agreement
Stock Transactions [Line Items]
Number of common stock issued under agreement for cash	607,554
value of common stock issued under agreement	37,990
Equity Purchase Agreement | Asher Enterprises, Inc. ("Asher")
Stock Transactions [Line Items]
Total number of shares under agreement	2,271,558
Amount of note for conversion	42,000
Equity Purchase Agreement | Asher Enterprises, Inc. ("Asher") | Debt Conversion One
Stock Transactions [Line Items]
Total number of shares under agreement	583,658
Amount of note for conversion	15,000
Conversion price per share	0.0257
Equity Purchase Agreement | Asher Enterprises, Inc. ("Asher") | Debt Conversion Two
Stock Transactions [Line Items]
Total number of shares under agreement	810,811
Amount of note for conversion	15,000
Conversion price per share	0.0185
Equity Purchase Agreement | Asher Enterprises, Inc. ("Asher") | Debt Conversion Three
Stock Transactions [Line Items]
Total number of shares under agreement	869,565
Amount of note for conversion	12,000
Conversion price per share	0.0138

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SUBSEQUENT EVENTS (Detail Textuals 1) (USD $)	3 Months Ended	0 Months Ended
	Oct. 31, 2013	Dec. 02, 2014
Subsequent Event [Line Items]
Cash received from convertible note	$ 375,000
Subsequent Event | LG Capital Funding, LLC | 8% Convertible Promissory Note
Subsequent Event [Line Items]
Interest rate of convertible note		8.00%
Principal amount of convertible note		73,500
Number of days unpaid accrued interest		180 days
Conversion price average of the lowest three closing bid prices		58.00%
Trading days		10 days
Cash received from convertible note		70,000
Legal and other origination expenses		3,500
Additional convertible note		$ 73,500

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LEASES

3 Months Ended

Oct. 31, 2014

Leases [Abstract]

LEASES

NOTE 4 – 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 three months ended October 31, 2014 and 2013, totaled $12,920 and $12,676, respectively.

The Company has three separate subleases for three rooms totaling 1,500 square feet of their Draper office space to three individuals on a month to month basis. The remaining two leases were terminated in September 2013 and October 2013. Pursuant to the sublease agreements, the monthly rent received for the three months ended October 31, 2014 and 2013 totaled $0 and $18,500, 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 $1,036 and $1,143 at for the three months ended October 31, 2014 and 2013, respectively.

The future minimum lease payments required under the operating leases as of July 31, 2014, are as follows:

Year Ended July 31,	Amount
2015	$	6,750
2016		-
2017		-
2018		-
Thereafter		-
Total lease obligations	$	6,750

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INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS (Details 1) (USD $)	3 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Jul. 31, 2014
Segment Reporting Information [Line Items]
Equipment	$ 13,832		$ 16,355
Equipment
Segment Reporting Information [Line Items]
Equipment	13,832	16,355
Concentration risk, percentage	100.00%	100.00%
Americas | Equipment
Segment Reporting Information [Line Items]
Equipment	13,832	16,355
Concentration risk, percentage	100.00%	100.00%
Europe | Equipment
Segment Reporting Information [Line Items]
Equipment
Concentration risk, percentage
Greater China | Equipment
Segment Reporting Information [Line Items]
Equipment
Concentration risk, percentage
Middle East | Equipment
Segment Reporting Information [Line Items]
Equipment
Concentration risk, percentage
North Asia | Equipment
Segment Reporting Information [Line Items]
Equipment
Concentration risk, percentage
South Asia/Pacific | Equipment
Segment Reporting Information [Line Items]
Equipment
Concentration risk, percentage

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RELATED PARTY NOTES PAYABLE (Detail Textuals) (USD $)	3 Months Ended		1 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Jan. 31, 2012	Jul. 31, 2014
Debt Instrument [Line Items]
Royalty payments	$ 0	$ 1,374
Amount of principal in related party notes payable	35,036			36,608
Notes payable | Director
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

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LEASES (Detail Textuals) (USD $)	3 Months Ended
	Oct. 31, 2014 Sublease sqft	Oct. 31, 2013
Leases [Line Items]
Area of office (in square foot)	3,000
Expiry date of lease	Dec. 31, 2014
Rent expenses	$ 12,920	$ 12,676
Number of subleases	3
Area of subleased property (in Square feet)	1,500
Number of subleases terminated	2
Date of termination of first subleased property	September 2013
Date of termination of second subleased property	October 2013
Rent received	0	18,500
Machinery and equipment
Leases [Line Items]
Expiry date of lease	Jul. 15, 2013
Rent expenses	$ 1,036	$ 1,143

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INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS (Details 2) (USD $)	3 Months Ended
	Oct. 31, 2014	Oct. 31, 2013
Segment Reporting Information [Line Items]
Revenue	$ 641,237	$ 793,496
Revenue
Segment Reporting Information [Line Items]
Revenue	641,237	793,496
Concentration risk, percentage	100.00%	100.00%
Product Sales | Revenue
Segment Reporting Information [Line Items]
Revenue	634,661	784,711
Concentration risk, percentage	98.97%	98.89%
NBA Services | Revenue
Segment Reporting Information [Line Items]
Revenue	6,576	8,785
Concentration risk, percentage	1.03%	1.11%
Educational Services | Revenue
Segment Reporting Information [Line Items]
Revenue
Concentration risk, percentage

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RELATED PARTY PAYABLE (Detail Textuals) (USD $)	3 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Jul. 31, 2014
Related Party Transaction [Line Items]
Due to related parties	$ 20,109		$ 21,083
Director
Related Party Transaction [Line Items]
Repayment made by the company	$ 974	$ 1,023

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LINES OF CREDIT AND LOAN PAYABLE (Details) (USD $)	Oct. 31, 2014	Jul. 31, 2014
Debt Instrument [Line Items]
Total Loan payable	$ 201,231	$ 208,901
Less current portion	52,426	51,071
Loan payable, long-term	148,805	157,830
$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	201,231	208,901
$50,000 face value, issued on December 9, 2013, with no interest rate, matured and was paid in full on May 31, 2014.
Debt Instrument [Line Items]
Total Loan payable

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COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS

3 Months Ended

Oct. 31, 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.

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LINES OF CREDIT AND LOAN PAYABLE (Detail Textuals) (USD $)	0 Months Ended	1 Months Ended
	Dec. 09, 2013	Aug. 28, 2013	Aug. 28, 2012	Jul. 31, 1998	Oct. 31, 2014	Jul. 31, 2014
Line of Credit Facility [Line Items]
Note payable					$ 201,231	$ 208,901
Lines of credit, current					29,887	33,098
Promissory Note | Equity Purchase Agreement | Southridge Partners II, LP ("Southridge")
Line of Credit Facility [Line Items]
Face amount of note payable	50,000
Maturity date of note payable	May 31, 2014
Percentage of interest rate on note payable	0.00%
Loans Payable
Line of Credit Facility [Line Items]
Line of credit facility, repayment period		5 years
Debt instrument basis spread on variable rate		1.96%
Face amount of note payable		250,000
Maturity date of note payable		Sep. 01, 2018
Percentage of interest rate on note payable		5.21%
Note payable, minimum monthly payments		4,745
Note payable, frequency of minimum monthly payments		monthly
Note payable					201,231	208,901
Loan payable paid in principal payment					48,769
Note payable, allowable portion to be absorbed		50,000
Note payable, issuance cost		4,037
Key Bank | Line of Credit
Line of Credit Facility [Line Items]
Line of credit facility, amount			250,000
Line of credit, initial interest rate			5.21%
Zions Bank | Line of Credit
Line of Credit Facility [Line Items]
Line of credit facility, amount				$ 40,000
Line of credit, initial interest rate				5.25%

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DERIVATIVE LIABILITY (Detail 1)	12 Months Ended
	Jul. 31, 2014
Derivatives, Fair Value [Line Items]
Dividend yield	0.00%
Minimum
Derivatives, Fair Value [Line Items]
Expected term in years	0 days
Risk-free interest rates	0.01%
Volatility	194.00%
Maximum
Derivatives, Fair Value [Line Items]
Expected term in years	3 months 4 days
Risk-free interest rates	0.11%
Volatility	202.00%

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Consolidated Balance Sheets (USD $)	Oct. 31, 2014	Jul. 31, 2014
CURRENT ASSETS
Cash and cash equivalents	$ 83,084	$ 79,235
Accounts receivable, net of allowance	231,071	152,879
Prepaid expenses	81	4,516
Other current assets	1,279	23,254
Inventory	151,063	271,941
Total Current Assets	466,578	531,825
PROPERTY & EQUIPMENT, net	13,832	16,355
OTHER ASSETS
Rent deposit	2,000	2,000
Total Assets	482,410	550,180
CURRENT LIABILITIES
Accounts payable and accrued expenses	470,772	518,890
Lines of credit	29,887	33,098
Convertible notes payable-current portion	546,658	58,999
Loan payable-current portion	52,426	51,071
Note Derivative Liability	139,409	177,907
Related party payable	20,109	21,083
Related party notes payable	35,036	36,608
Unearned revenue	262,084	338,263
Total Current Liabilities	1,556,381	1,235,919
LONG-TERM LIABILITIES
Convertible notes payable	70,479	525,000
Loan payable	148,805	157,830
Total Liabilities	1,775,665	1,918,749
STOCKHOLDERS' DEFICIT
Common stock; par value of $.001, 750,000,000 shares authorized; 54,023,354 and 51,151,766 shares issued and outstanding at October 31, 2014 and July 31, 2014, respectively	54,025	51,153
Additional paid in capital	3,449,509	3,337,911
Accumulated deficit	(4,796,789)	(4,757,633)
Total Stockholders' Deficit	(1,293,255)	(1,368,569)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 482,410	$ 550,180

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INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS (Detail Textuals)	3 Months Ended
	Oct. 31, 2014	Oct. 31, 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%
Revenue | Customer Concentration Risk
Segment Reporting Information [Line Items]
Number of customers	3	1
Percentage of total sales by single customer	37.57%	43.10%

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ORGANIZATION AND BASIS OF PRESENTATION

3 Months Ended

Oct. 31, 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, 2014 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.

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 1) (USD $)	3 Months Ended	12 Months Ended	0 Months Ended		1 Months Ended	0 Months Ended		1 Months Ended
	Oct. 31, 2014	Jul. 31, 2014	Oct. 02, 2014	Oct. 09, 2014	Sep. 24, 2014	Jan. 14, 2014	May 15, 2014	Mar. 19, 2014
Debt Instrument [Line Items]
Purchases of financial instrument classified as a derivative asset (liability)	$ (34,480)
Fair value of financial instrument classified as derivative asset (liability)	139,409	177,907
Change in fair value of derivative liability	0	0
Amortization of debt discount	75,138	0
Convertible notes payable | Asher Enterprises, Inc. ("Asher")
Debt Instrument [Line Items]
Percentage of interest rate on note payable						8.00%
Face amount of note payable			15,000	12,000	15,000	78,500
Percentage of common stock price to conversion price						58.00%
Price of the entity's common stock which would be required to be attained for the conversion						$ 0.00005
Principal payments made during the period						58,600
Legal and accounting fees						19,900
Purchases of financial instrument classified as a derivative asset (liability)						87,968
Unamortized discount						78,500
Amortization of debt discount	71,122	0
Amortization Of Interest Expenses On Conversion	4,016	0
Convertible note shares			810,811	869,565	583,658
Common stock convertible conversion per share			$ 0.0185	$ 0.0138	$ 0.0257
Remaining principal balance				36,500
Convertible notes payable | KBM Worldwide, Inc. ("KBM")
Debt Instrument [Line Items]
Percentage of interest rate on note payable							8.00%	8.00%
Face amount of note payable							63,000	53,000
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							42,500	24,487
Legal and accounting fees							17,500	6,898
Purchases of financial instrument classified as a derivative asset (liability)							56,591	47,806
Unamortized discount							$ 56,591	$ 49,010

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CONVERTIBLE NOTES PAYABLE AND LOAN PAYABLE (Tables)

3 Months Ended

Oct. 31, 2014

Convertible Notes Payable And Loan Payable [Abstract]

Schedule of convertible notes payable

	October 31,		July 31,
	2014		2014
$250,000 face value, issued on September 27, 2013, interest rate of 10%, matures on September 27, 2015.	$	250,000	$	250,000
$125,000 face value, issued on October 18, 2013, interest rate of 10%, matures on October 18, 2015.		125,000		125,000
$150,000 face value, issued on November 22, 2013, interest rate of 10%, matures on November 22, 2015.		150,000		150,000
$78,500 face value, of which, $42,000 was converted, issued on January 14, 2014, interest rate of 8% and a default rate of 22%, matures on October 14, 2014, net of unamortized discount of $0 and $48,741 as of October 31, 2014 and July 31, 2014.		36,500		29,759
$53,000 face value, issued on March 19, 2014, interest rate of 8%, matures on December 26, 2014, net of unamortized discount of $23,098 and $39,087 as of October 31, 2014 and July 31, 2014.		29,902		13,913
$63,000 face value, issued on May 15, 2014, interest rate of 8%, matures on February 2, 2015, net of unamortized discount of $37,265 and $47,673 as of October 31, 2014 and July 31, 2014.		25,735		15,327
Total convertible notes payable – non-related parties		617,137		583,999
Less current portion		546,658		58,999
Convertible notes payable, long-term	$	70,479	$	525,000

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STOCK TRANSACTIONS (Detail Textuals) (USD $)	Oct. 31, 2014	Jul. 31, 2014
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	54,023,354	51,151,766
Common stock, shares outstanding	54,023,354	51,151,766

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INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS (Tables)

3 Months Ended

Oct. 31, 2014

Segment Reporting [Abstract]

Schedule of revenue for each of geographic regions

	Periods Ended October 31,
	2014				2013
Americas	$	363,088	56.62	%	$	690,753	87.06	%
Europe		-	-			-	-
Greater China		152,105	23.72			19,532	2.45
Middle East		46	0.01			-	-
North Asia		2,020	0.32			-	-
South Asia/Pacific		123,978	19.33			83,211	10.49
	$	641,237	100.00	%	$	793,496	100.00	%

Schedule of equipment, net, by geographic area

	Periods Ended October 31,
	2014				2013
Americas	$	13,832	100.00	%	$	16,355	100.00	%
Europe		-	-			-	-
Greater China		-	-			-	-
Middle East		-	-			-	-
North Asia		-	-			-	-
South Asia/Pacific		-	-			-	-
	$	13,832	100.00	%	$	16,355	100.00	%

Schedule of revenue generated by each of product lines

	Periods Ended October 31,
	2014				2013
Product Sales	$	634,661	98.97	%	$	784,711	98.89	%
NBA Services		6,576	1.03			8,785	1.11
Educational Services		-	-			-	-
	$	641,237	100.00	%	$	793,496	100.00	%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Oct. 31, 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 three months ended October 31, 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 operation as of October 31, 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. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("US GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates.

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) collectability 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 three months ended October 31, 2014 and 2013, 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.

Unearned Revenues consist of cash received in advance for products to be delivered at a future date. The Company records the payments received as a liability until the products are delivered. The Company recorded unearned revenue of $262,084 and $338,263 as of October 31, 2014 and July 31, 2014, respectively.

Cost of Sales

The Company includes product costs (i.e. material, direct labor and overhead costs), shipping and handling expense, insurance on inventory, production-related depreciation expense and product license agreement expense in cost of sales.

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Consolidated Balance Sheets (Parentheticals) (USD $)	Oct. 31, 2014	Jul. 31, 2014
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	54,023,354	51,151,766
Common stock, shares outstanding	54,023,354	51,151,766

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INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS

3 Months Ended

Oct. 31, 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 four geographic regions: North Asia, Greater China, South Asia/Pacific, Europe, Middle East, and Americas. The following table sets forth the revenue for each of the geographic regions for the three months ended October 31, 2014 and 2013:

	Periods Ended October 31,
	2014				2013
Americas	$	363,088	56.62	%	$	690,753	87.06	%
Europe		-	-			-	-
Greater China		152,105	23.72			19,532	2.45
Middle East		46	0.01			-	-
North Asia		2,020	0.32			-	-
South Asia/Pacific		123,978	19.33			83,211	10.49
	$	641,237	100.00	%	$	793,496	100.00	%

The table below lists our equipment, net, by geographic area for the three months ended October 31, 2014 and 2013:

	Periods Ended October 31,
	2014				2013
Americas	$	13,832	100.00	%	$	16,355	100.00	%
Europe		-	-			-	-
Greater China		-	-			-	-
Middle East		-	-			-	-
North Asia		-	-			-	-
South Asia/Pacific		-	-			-	-
	$	13,832	100.00	%	$	16,355	100.00	%

The table below lists revenue generated by each of the Company's product lines during the years ended three months ended October 31, 2014 and 2013:

	Periods Ended October 31,
	2014				2013
Product Sales	$	634,661	98.97	%	$	784,711	98.89	%
NBA Services		6,576	1.03			8,785	1.11
Educational Services		-	-			-	-
	$	641,237	100.00	%	$	793,496	100.00	%

Significant Customers

Three of our customers make up approximately 37.57% of our total sales for three months ending October 31, 2014, as compared to one customer making up approximately 43.10% of our total sales for the same period in 2013.

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Document and Entity Information	3 Months Ended
	Oct. 31, 2014	Dec. 19, 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		55,996,698
Document Type	10-Q
Document Period End Date	Oct. 31, 2014
Amendment Flag	false
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1

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SUBSEQUENT EVENTS

3 Months Ended

Oct. 31, 2014

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 14 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through December 19, 2014, which is the date the financial statements were available to be issued. The Company identified the following subsequent events through December 19, 2014:

On November 14, 2014, Asher converted an additional $15,000 of principal related to the January 14, 2014, convertible note, into 931,677 shares of the Company's common stock at $0.0161 per share. The remaining principal balance due after the conversion was $21,500.

On December 8, 2014, Asher converted an additional $12,500 of principal related to the January 14, 2014, convertible note, into 1,041,667 shares of the Company's common stock at $0.012 per share. The remaining principal balance due after the conversion was $9,000.

On December 2, 2014, the Company entered into a collateralized secured convertible promissory note with LG Capital Funding, LLC ("LG"), a New York limited liability company, for an 8% convertible promissory note with an aggregate principal amount of $73,500, which together with any unpaid accrued interest is due on December 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 average of the lowest three closing bid prices during the ten trading day period ending on the conversion date. This note was funded on December 10, 2014, when the Company received cash in the amount of $70,000, with the remaining $3,500 being used for LG's legal and other origination expenses.  On December 2, 2014, the Company also entered into a second $73,500 convertible promissory note with LG on the same terms as the first note and due on December 2, 2015, which has not yet been funded.  This note is collateralized by a secured promissory note issued by LG to the Company for $73,500, due on August 2, 2015, and accruing interest at the rate of 8% per annum.

On December 2, 2014, the Company entered into a collateralized secured convertible promissory note with Typenex Co-Investment, LLC ("Typenex"), a Utah limited liability company, for an 10% convertible promissory note with an aggregate principal amount of $224,000, of which the company is to assume $20,000 in original interest discount ("OID") and legal fees and other expenses of Typenex totaling $4,000, which together with any unpaid accrued interest is due on September 10, 2016. The note is to be issued in tranches with an initial tranche of $59,000, of which the company received $50,000 on December 10, 2014, with the remaining $4,000 being used for legal and other expenses of Typenex and the Company assuming $5,000 in OID. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at a variable conversion price calculated as 58% of the average of the lowest three closing bid prices during the ten trading day period ending on the last complete trading day prior to the conversion date. The remaining three tranches of $55,000 of funding to the Company under the note will consist of $50,000 in principal and the $5,000 in OID, which have not yet been funded, and shall correspond to three $50,000 promissory notes issued by Typenex in favor of the Company, accruing interest at 8% per annum and maturing on September 2, 2016.

In conjunction with the Company's convertible note issued to Typenex and Typenex's three promissory notes issued to the Company for the three additional tranches of funding to the Company, the Company issued four warrants for a total number of shares equal to $112,000 ($29,500 for the first warrant corresponding to funding on December 10, 2014, and $27,500 for the other three warrants corresponding to the future tranches of funding by Typenex to the Company) divided by the conversion market price in the Typenex convertible note. The warrants have an exercise price of $0.06, subject to adjustment, and expire on December 2, 2019. Each of the warrants are only exerciseable after the corresponding tranche of funding by Typenex to the company has been paid. Therefore, the first warrant is currently exerciseable, but the other three warrants are not.

On December 2, 2014, the Company entered into a convertible promissory note with JMJ Financial, a Nevada sole proprietorship ("JMJ"), with a face amount of $350,000, of which the company is to assume $35,000 in original interest discount ("OID"), which together with any unpaid accrued interest is due on Dec 2, 2016.  The note is to be funded by JMJ at its discretion, and the initial tranche was funded on December 16, 2014, when the Company received cash in the amount of $55,000. The note balance funded (plus a pro rata portion of the OID) together with any unpaid accrued interest is convertible into shares of common stock at a variable conversion price calculated as 65% of the average of the lowest trade price during a 25-day period ending on the last complete trading day prior to the conversion date.

On December 12, 2014, the Company settled its related party note payable in the amount of $35,036 with a Company director in exchange for $30,000 cash.

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Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended
	Oct. 31, 2014	Oct. 31, 2013
Income Statement [Abstract]
REVENUES	$ 641,237	$ 793,496
COST OF SALES	299,670	636,540
Gross profit	341,567	156,956
OPERATING EXPENSES
General and administrative	63,785	85,981
Advertising and marketing	24,771	27,042
Professional fees	59,269	137,932
Research and development		31,617
Salaries and wages	142,307	94,575
Total Operating Expenses	290,132	377,147
OPERATING (LOSS)	51,435	(220,191)
OTHER INCOME (EXPENSE)
Interest expense	(90,591)	(8,505)
Total Other Income (Expense)	(90,591)	(8,505)
NET (LOSS) BEFORE INCOME TAXES	(39,156)	(228,696)
Provision for income taxes
NET (LOSS)	$ (39,156)	$ (228,696)
BASIC AND DILUTED LOSS PER SHARE (in dollars per share)	$ 0.00	$ (0.01)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (in shares)	52,321,884	36,457,164

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LINES OF CREDIT AND LOAN PAYABLE

3 Months Ended

Oct. 31, 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 October 31, 2014 and July 31, 2014, was $201,231 and $208,901, respectively. As of October 31, 2014, the Company has paid $48,769 in principal payments. The Lender allowed the Company to absorb a prior $50,000 note into the note, not affecting the repayment date. The Company did incur issuance costs of $4,037, which were expensed upon occurrence.

Loans payable consisted of the following as of October 31, 2014 and July 31, 2014:

Loan Payable
	October 31,			July 31,
	2014			2014
$250,000 face value, converted from a LOC on August 28, 2013, interest rate of 5.21%, matures on September 1, 2018.		$	201,231		$	208,901
$50,000 face value, issued on December 9, 2013, with no interest rate, matured and was paid in full on May 31, 2014.			-			-
Total Loan payable			201,231			208,901
Less current portion			52,426			51,071
Loan payable, long-term		$	148,805		$	157,830

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 October 31, 2014 and July 31, 2014, the Company owed $29,887 and $33,098 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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RELATED PARTY PAYABLE

3 Months Ended

Oct. 31, 2014

Related Party Transactions [Abstract]

RELATED PARTY PAYABLE

NOTE 6 – RELATED PARTY PAYABLE

Related party payables consist of payments made by a director through credit cards and use of a line of credit related used to pay expenses on behalf of the Company. During the three months ended October 31, 2014 and 2013, the Company made payments of $974 and $1,023, respectively. As of October 31, 2014 and July 31, 2014, the Company owed a total of $20,109 and $21,083 in related party payables.

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DERIVATIVE LIABILITY (Tables)

3 Months Ended

Oct. 31, 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, 2014	$	177,907
Conversions		(34,480	)
Total (gains) losses included in earnings		(4,018	)
Issuances		-
Balance at July 31, 2014	$	139,409

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

	July 31,
	2014
Expected term in years	0-.26 years
Risk-free interest rates		0.01-0.11	%
Volatility		194 -202	%
Dividend yield		0	%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Oct. 31, 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 three months ended October 31, 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 operation as of October 31, 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. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("US GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates.

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) collectability 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 three months ended October 31, 2014 and 2013, 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.

Unearned Revenues consist of cash received in advance for products to be delivered at a future date. The Company records the payments received as a liability until the products are delivered. The Company recorded unearned revenue of $262,084 and $338,263 as of October 31, 2014 and July 31, 2014, respectively.

Cost of Sales

Cost of Sales

The Company includes product costs (i.e. material, direct labor and overhead costs), shipping and handling expense, insurance on inventory, production-related depreciation expense and product license agreement expense in cost of sales.

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STOCK TRANSACTIONS

3 Months Ended

Oct. 31, 2014

Stockholders' Equity Note [Abstract]

STOCK TRANSACTIONS

NOTE 11 – STOCK TRANSACTIONS

As of October  31, 2014 and July 31, 2014, the Company has 750,000,000 shares of common stock authorized with a par value of $.001, and 54,023,354 and 51,151,766 shares of common stock issued and outstanding, respectively.

During the three months ended October 31, 2014, the Company issued 607,554 shares of common stock as part of the Equity Purchase Agreement described below for cash for $37,990. The Company also issued 2,271,558 shares of common stock related to the three conversions of the Asher note for $42,000 in principal. The first conversion was for $15,000 of principal for 583,658 shares of the Company's common stock at $0.0257 per share, an additional $15,000 of principal was converted into 810,811 shares of the Company's common stock at $0.0185 per share, and the final conversion was for an additional $12,000 of principal into 869,565 shares of the Company's common stock at $0.0138 per share.

During the three months ended October 31, 2013, the Company did not issue any shares of common stock.

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 October 31, 2014, 2,107,554 shares have been issued under the Equity Purchase Agreement.

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CONVERTIBLE NOTES PAYABLE AND LOAN PAYABLE

3 Months Ended

Oct. 31, 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 October 31, 2014 and July 31, 2014, respectively:

	October 31,		July 31,
	2014		2014
$250,000 face value, issued on September 27, 2013, interest rate of 10%, matures on September 27, 2015.	$	250,000	$	250,000
$125,000 face value, issued on October 18, 2013, interest rate of 10%, matures on October 18, 2015.		125,000		125,000
$150,000 face value, issued on November 22, 2013, interest rate of 10%, matures on November 22, 2015.		150,000		150,000
$78,500 face value, of which, $42,000 was converted, issued on January 14, 2014, interest rate of 8% and a default rate of 22%, matures on October 14, 2014, net of unamortized discount of $0 and $48,741 as of October 31, 2014 and July 31, 2014.		36,500		29,759
$53,000 face value, issued on March 19, 2014, interest rate of 8%, matures on December 26, 2014, net of unamortized discount of $23,098 and $39,087 as of October 31, 2014 and July 31, 2014.		29,902		13,913
$63,000 face value, issued on May 15, 2014, interest rate of 8%, matures on February 2, 2015, net of unamortized discount of $37,265 and $47,673 as of October 31, 2014 and July 31, 2014.		25,735		15,327
Total convertible notes payable – non-related parties		617,137		583,999
Less current portion		546,658		58,999
Convertible notes payable, long-term	$	70,479	$	525,000

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 September 24, 2014, Asher converted $15,000 of principal related to the January 14, 2014, convertible note into 583,658 shares of the Company's common stock at $0.0257 per share.

On October 2, 2014, Asher converted an additional $15,000 of principal related to the January 14, 2014, convertible note into 810,811 shares of the Company's common stock at $0.0185 per share.

On October 9, 2014, Asher converted an additional $12,000 of principal related to the January 14, 2014, convertible note, into 869,565 shares of the Company's common stock at $0.0138 per share. The remaining principal balance due after the conversions was $36,500.

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 $49,010.

On May 15, 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 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 May 2014, the Company received cash in the amount of $42,500, with the remaining $17,500 being used for legal 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 May 15, 2014, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $56,591 and a discount on the note of $56,591.

As of October 31, 2014 and July 31, 2014, the Company estimated the fair market value of the derivative liability to be $139,409 and $177,907, with a change in fair value of $0, respectively. For the three months ended October 31, 2014 and 2013, the Company recorded $71,122 and $0 in amortization related to the discount on the note to interest expense and $4,016 and $0 in interest related to the three conversions of the Asher note. See note 12.

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INCOME TAXES

3 Months Ended

Oct. 31, 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 October 31, 2014 and July 31, 2014, 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 2014 remains open for federal and/or state tax jurisdictions.

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DERIVATIVE LIABILITY

3 Months Ended

Oct. 31, 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 11). As of October 31, 2014 this derivative liability had an estimated fair value of $139,409. 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 October 31, 2014:

Balance at July 31, 2014	$	177,907
Conversions		(34,480	)
Total (gains) losses included in earnings		(4,018	)
Issuances		-
Balance at July 31, 2014	$	139,409

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:

	July 31,
	2014
Expected term in years	0-.26 years
Risk-free interest rates		0.01-0.11	%
Volatility		194 -202	%
Dividend yield		0	%

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 matured on October 14, 2014, and mature on December 26, 2014 and February 2, 2015.

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CONVERTIBLE NOTES PAYABLE AND LOAN PAYABLE (Detail Textuals) (Convertible notes payable, Unrelated party, USD $)	3 Months Ended
	Oct. 31, 2014	Jul. 31, 2014
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
Debt conversion amount	42,000
Maturity date of convertible note	Oct. 14, 2014
Interest rate of convertible note	8.00%
Default rate of convertible note	22.00%
Unamortized discount	0	48,741
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%
Unamortized discount	23,098	39,087
Convertible notes payable matures On 2 February 2015
Debt Instrument [Line Items]
Note payable	63,000
Maturity date of convertible note	Feb. 02, 2015
Interest rate of convertible note	8.00%
Unamortized discount	$ 37,265	$ 47,673

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LINES OF CREDIT AND LOAN PAYABLE (Tables)

3 Months Ended

Oct. 31, 2014

Lines Of Credit And Loan Payable [Abstract]

Schedule of loan payable

	October 31,			July 31,
	2014			2014
$250,000 face value, converted from a LOC on August 28, 2013, interest rate of 5.21%, matures on September 1, 2018.		$	201,231		$	208,901
$50,000 face value, issued on December 9, 2013, with no interest rate, matured and was paid in full on May 31, 2014.			-			-
Total Loan payable			201,231			208,901
Less current portion			52,426			51,071
Loan payable, long-term		$	148,805		$	157,830

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) (USD $)	3 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Jul. 31, 2014
Accounting Policies [Abstract]
Common stock, shares authorized	750,000,000		750,000,000
Unearned revenue	$ 262,084		$ 338,263
Percentage of return on sale description	less than 1% of sales	less than 1% of sales

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SUBSEQUENT EVENTS (Detail Textuals 3) (USD $)	3 Months Ended		0 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Dec. 12, 2014
Subsequent Event [Line Items]
Amount of note payable exchange for cash	$ 974	$ 825
Subsequent Event | Director
Subsequent Event [Line Items]
Amount of note payable			35,036
Amount of note payable exchange for cash			$ 30,000

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DERIVATIVE LIABILITY (Detail Textuals) (USD $)	Oct. 31, 2014
Derivative Liability [Abstract]
Fair value of financial instrument classified as derivative asset (liability)	$ 139,409

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended
	Oct. 31, 2014	Oct. 31, 2013
OPERATING ACTIVITIES
Net (Loss)	$ (39,156)	$ (228,696)
Adjustments to reconcile net (loss) to net cash from operating activities:
Allowance for bad debt		(5,632)
Gain (loss) on derivative
Amortization of debt discount	75,138
Short-term loan issued for professional fees
Depreciation expense	2,523	1,876
Share based compensation-common stock
Changes in operating assets and liabilities:
Accounts receivable	(78,192)	(26,700)
Other assets	26,410	(501)
Inventory	120,878	(20,070)
Deferred revenue	(76,179)	83,889
Accounts payable and accrued expenses	(52,136)	123,035
Net Cash (Used) From Operating Activities	(20,714)	(72,799)
INVESTING ACTIVITIES
Purchase of equipment
Net Cash (Used) Investing Activities
FINANCING ACTIVITIES
Proceeds from related party payable
Repayments of related party payable	(974)	(825)
Proceeds from convertible debt		375,000
Repayment of loan payable	(7,670)	(7,321)
Proceeds from line of credit	(3,211)	6,000
Repayment of line of credit		(810)
Repayments of notes payable- related party	(1,572)
Sale of common stock	37,990	(1,374)
Net Cash (Used) From Financing Activities	24,563	370,670
Net Increase (Decrease) in Cash and Cash Equivalents	3,849	297,871
Cash and Cash Equivalents, Beginning of Period	79,235	11,129
Cash and Cash Equivalents, End of Period	83,084	309,000
Cash paid during the period for:
Interest	3,208	1,811
Income Taxes
Non-cash Investing and Financing activities:
Stock issued for conversion of Note	42,000
Conversion of derivative feature	$ 34,480

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RELATED PARTY NOTES PAYABLE

3 Months Ended

Oct. 31, 2014

Related Party Notes Payable [Abstract]

RELATED PARTY NOTES PAYABLE

NOTE 5 – RELATED PARTY NOTES PAYABLE

In January 2012, the Company entered into a two year, zero percent note with an 8% imputed interest rate with a director 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 $0 and $1,374 in the three months ended October 31, 2014 and 2013, respectively.

As of October 31, 2014 and July 31, 2014, the Company owed a total of $35,036 and $36,608 in principal in related party notes. On December 12, 2014, the Company paid off the related party note payable, see note 14 below.

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LEASES (Details) (USD $)	Jul. 31, 2014
Year Ended July 31,
2015	$ 6,750
2016
2017
2018
Thereafter
Total lease obligations	$ 6,750

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STOCK TRANSACTIONS (Detail Textuals 2) (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	90.00%
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]
Minimum percentage of common stock sold	9.99%
Principal amount of convertible note	$ 50,000
Interest paid on agreement	0.00%
Maturity date of note payable	May 31, 2014

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LEASES (Tables)

3 Months Ended

Oct. 31, 2014

Leases [Abstract]

Schedule of future minimum lease payments required under the operating leases

Year Ended July 31,	Amount
2015	$	6,750
2016		-
2017		-
2018		-
Thereafter		-
Total lease obligations	$	6,750