UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the year ended July 31, ~~2011~~2012

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

For the transition period from _________ to _________

Commission file number 333-145898

ZURVITA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		26-0531863
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

800 Gessner, Suite 110

Houston, Texas 77024

(Address of principal executive offices) (zip code)

(713) 464-5002

(Registrant’s telephone number, including area code)

Securities Registered Under Section 12(b) of the Exchange Act: None

Securities Registered Pursuant to Section 12(g) of the Exchange Act: Common Stock, par value $0.0001 per share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o£ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o£ No x

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o£

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes o£ No x

The aggregate market value of the common equity held by non-affiliates as ~~computed~~of bythe ~~reference~~Company’s tomost recently completed second fiscal quarter computed at $0.01, the price at which the Company’s common stock was last sold ason ofJanuary ~~July~~ 31, ~~2011~~2012, was $0.0401 * 4,~~958~~864,~~366~~188 = $~~198~~49,~~355~~584.

The number of shares outstanding of each of the issuer’s classes of common stock as of ~~July~~October 3129, ~~2011~~2012: ~~61,498,713 shares of common stock, par value $0.0001.~~

12,750,954 shares of common stock, par value $0.0001.

DOCUMENTS INCORPORATED BY REFERENCE

None.

ZURVITA HOLDINGS HOLDINGS, INC.

FORM 10-K

For the Year Ended July 31, ~~2011~~2012

TABLE OF CONTENTS

PART I		PAGE NO.
ITEM 1.	DESCRIPTION OF BUSINESS.	1
ITEM 1A.	RISK FACTORS.	5
ITEM 1B.	UNRESOLVED STAFF COMMENTS.	10
ITEM 2.	PROPERTIES.	10
ITEM 3.	LEGAL PROCEEDINGS.	10
ITEM 4.	RESERVED.	10
PART II
ITEM 5.	MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.	11
ITEM 6.	SELECTED FINANCIAL DATA.	12
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	12
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	20
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	2120
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	47
ITEM 9A.	CONTROLS AND PROCEDURES.	47
ITEM 9B.	OTHER INFORMATION.	48
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	49
ITEM 11.	EXECUTIVE COMPENSATION.	52
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	54
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	56
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES.	58
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.	59
	SIGNATURES	6061

PART I

Forward-Looking Statements

This Annual Report on Form 10-K may contain statements which constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Generally, words such as “may,” “will,” “should,” “could,” “would,” “anticipate,” “expect,” “believe,” “goal,” “plan,” “intend,” “estimate,” “continue” or the negative of or other variation on these and similar other expressions and variations thereof, if used, are intended to specifically identify forward-looking statements. Those statements appear in a number of places in this Form 10-K and in other places, and include statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things, our future performance and operating results, our future operating plans, our liquidity and capital resources and our legal proceedings.We We do not undertake to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Forward-looking statements are based on current expectations and involve risks and uncertainties and our future results could differ significantly from those expressed or implied by our forward-looking statements. Many factors, including those listed in “Item 1A. - Risk Factors” below, could cause our actual consolidated results to differ materially from those expressed in any of our forward-looking statements.

ITEM 1. DESCRIPTION OF BUSINESS

Overview

Our consolidated financial statements include the accounts of Zurvita Holdings, Inc. (referred to herein as the “Company,” “Zurvita Holdings,” “we,” “us” or “our”) and our wholly-owned subsidiary Zurvita, Inc. (Zurvita). Material intercompany transactions and balances have been eliminated upon consolidation. Zurvita Holdings is a national network marketing company offering high-quality health ~~products~~ and ~~services~~wellness products targeting individuals, and families ~~and~~with a foothold in small ~~businesses~~town America and expanding rapidly to urban centers. Products are sold through Zurvita’s network of independent sales consultants.

Business History

Red Sun was incorporated in the State of Delaware on June 28, 2007, as a development stage company to engage in the acquisition and exploration of mineral properties. ~~Red~~ Red Sun was a shell company.

Zurvita was incorporated in the State of Delaware on January 25, 2008. Prior to the consummation of a Share Exchange agreement, Zurvita was a wholly-owned subsidiary of The Amacore Group, Inc. (“Amacore”).

On July 30, 2009 (the “Closing Date”), Red Sun entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Zurvita and the holders of all of the issued and outstanding securities of Zurvita prior to the Closing Date (the “Zurvita Securities Holders”), pursuant to which, among other things, the Zurvita Securities Holders contributed all of their securities of Zurvita to Red Sun in exchange for Red Sun’s issuance of 9.3 million shares of common stock of Red Sun (the “Share Exchange”).

Prior to the consummation of the Share Exchange, Matthew Taylor was Red Sun’s President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and sole Director. Mr. Taylor owned 66.7 percent of its issued and outstanding securities.

Pursuant to the terms of the repurchase agreement (the “Repurchase Agreement”), Red Sun repurchased all of Mr. Taylor’s shares of common stock for a total repurchase price of $210 thousand. Immediately after the repurchase of these shares: (1) the former shareholders of Zurvita received shares of common stock of Red Sun in exchange for all of their shares of Zurvita, (2) Mr. Taylor appointed the following individuals as directors and officers of the Company: Jay Shafer, Chief Executive Officer and Director; Jason Post, Chief Financial Officer; Richard Diamond, Director; Paul Morrison, Director; Christopher D. Phillips, Director; and Guy Norberg, Director and (3) Mr. Taylor resigned from his Red Sun officer positions and from the Red Sun board of directors.

Concurrent with the closing of the Share Exchange Transaction, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor and closed a private placement offering pursuant to which it raised gross proceeds of $1.75 million and, among other things, issued and sold convertible preferred stock (the “Preferred Stock”) convertible into shares of the Company’s common stock (“Conversion Shares”) at an initial conversion price of $0.0625, subject to adjustment (the “Private Placement”). The Company completed the Private Placement pursuant to which it raised gross proceeds of $1.75 million.

AsConcurrent awith ~~result~~the closing of the Share Exchange Transaction, ~~and~~ the ~~consummation~~Company ofentered ~~the~~into ~~transactions~~a ~~pursuant~~Securities toPurchase Agreement (the ~~Repurchase~~“Purchase Agreement~~, Red~~”) ~~Sun~~with ~~experienced~~an aaccredited investor ~~change~~and inclosed ~~control~~a ~~and~~private ~~ceased~~placement tooffering bepursuant ato ~~shell~~which ~~company.~~it ~~Zurvita~~raised ~~became~~gross ~~the~~proceeds ~~Company’s~~of ~~wholly-owned~~$1.75 ~~subsidiary~~million and, ~~the~~among ~~former~~other ~~shareholders~~things, issued ofand ~~Zurvita~~sold ~~became~~convertible preferred stock (the ~~owners~~“Preferred ofStock”) ~~approximately~~convertible 66into ~~percent~~shares of the Company’s ~~issued and outstanding shares of~~ common stock ~~and~~(“Conversion 44Shares”) ~~percent~~at ofan ~~the~~initial ~~voting~~conversion ~~rights~~price of ~~total~~$0.0625, ~~equity~~subject ~~securities~~to ~~outstanding~~adjustment (~~after~~the ~~giving effect to subsequent issuances of common stock~~“Private Placement”). The ~~combined~~Company ~~entity~~completed ~~elected~~the toPrivate ~~change~~Placement ~~its~~pursuant ~~name from Red Sun Mining, Inc.~~ to ~~Zurvita~~which ~~Holdings,~~it ~~Inc.~~raised ~~while~~gross ~~maintaining~~proceeds ~~Red Sun’s status as a SEC registrant and we are continuing the business plan~~ of ~~Zurvita~~$1.75 ~~only~~million.

1As a result of the Share Exchange Transaction and the consummation of the transactions pursuant to the Repurchase Agreement, Red Sun experienced a change in control and ceased to be a shell company. Zurvita became the Company’s wholly-owned subsidiary and the former shareholders of Zurvita became the owners of approximately 66 percent of the Company’s issued and outstanding shares of common stock and 44 percent of the voting rights of total equity securities outstanding (after giving effect to subsequent issuances of common stock). The combined entity elected to change its name from Red Sun Mining, Inc. to Zurvita Holdings, Inc. while maintaining Red Sun’s status as a SEC registrant and we are continuing the business plan of Zurvita only.

Business Strategy

Zurvita’s business model embraces a direct sales approach that utilizes the power of network marketing. The business strategy relies on a marketing sales force that compensates independent business owners (“Consultants”) not only for sales of Company ~~products~~health and ~~services~~wellness products they personally generate, but also for the sales of other Consultants whom they introduced to the business, creating a sales organization of Consultants and a hierarchy of multiple levels of compensation. The products, services and business opportunities are typically marketed directly to potential business partners, ~~consumers~~ and ~~small~~consumers ~~businesses~~ by means of referrals, ~~national advertising,~~ video promotions, conferences, the Internet, and word-of-mouth marketing.

Consultants become associated with the Company through an independent contractor relationship and receive remuneration for selling products and services and for expanding their network of people doing the same by promoting Zurvita’s business opportunity. This model provides each independent sales Consultant an opportunity to earn money on a part-time basis or make a living on a full-time basis and to obtain long-term financial security through ~~creating~~the creation of long-term residual income.

~~Recently~~In February of 2011, Zurvita entered into the growing Health & Wellness industry with its ~~recent~~ launch of “Zeal”, a nutritional drink, and ~~will~~entered ~~be entering~~ the weight management market with the launch of Zurvita’s Zeal for Life Weight Management Program in late October 2011. Simultaneously, the Company decided to exit the local ad market and the discount fee for service because of the Company’s focus on health and wellness products. To continue to provide support these exited businesses required a separate sales force, customer service and ad support department, continued enhancements to the ad technology, required arrangements with third party companies to support and service the discount fee for service business, required the company to be dependent on other vendors to service its consumers, and required a separate administrative platform to support the discount fee for service business. The commitment to be successful in these markets required substantial resources and the return on those resources when compared to the return on health and wellness resources substantiated the decision to solely focus on health and wellness.

Zurvita has developed business processes to dramatically increase performance success:

Strengthen Brand Recognition

National and regional marketing efforts are administrated to support corporate and “personal” branding initiatives. Inherent to the network marketing industry is the axiom that people do not follow products or features, but rather the people with whom they relate to on a personal level. Zurvita not only invests resources to promote its corporate brand, but has developed a technological platform allowing Consultants to build web-based personal branded sites enhancing their position as affiliate marketers of Zurvita programs and services.

~~Increase Product and Service Offerings~~2

~~Zurvita~~Increase ~~continues~~Product ~~to explore the marketplace for new products~~ and ~~services~~Service that are anticipated by consumers. These are essential consumer and business solutions in large and growing markets. The network marketing industry mandates a state of continuous improvement by offering its Consultants and customers products and services that offer time, value and conveniences at cost competitive prices.Offerings

~~Marketing~~Zurvita continues to explore the marketplace for new health and wellness consumable products that are anticipated by consumers. These are essential consumer and business solutions in large and growing markets. The network marketing industry mandates a state of continuous improvement by offering its Consultants and customers products and services that offer time, value and conveniences at cost competitive prices. Zurvita added to its Zeal for Life program by partnering with renowned fitness expert and motivational speaker, Peter Neilson, whose partnership with Zurvita is focused on training and consulting on wellness and fitness programs. Mr. Neilson’s dedication to health, fitness and lifestyle have propelled him to the top of the world of body building, earning Nielsen titles like Mr. International Universe, Mr. World and well over 50 other titles.

Zurvita’s marketing strategies open new, innovative marketing and sales avenues for Consultants to build income through expansion of their sales organization and the residual benefits offered through the sale of products and services. The marketing strategy features unique components beyond the traditional approach indicative of most network marketing companies.Marketing

~~Technology~~Zurvita’s marketing strategies open new, innovative marketing and sales avenues for Consultants to build income through expansion of their sales organization and the residual benefits offered through the sale of health and wellness products. The marketing strategy features unique components beyond the traditional approach indicative of most network marketing companies.

Zurvita recognizes the Internet is a powerful platform for the network marketer. The highly social aspect of the Internet lends itself as a natural marketing vehicle and continuously opens a new population of prospects. Zurvita offers Consultants robust “back office” support complimented with sales and marketing tools.Technology

~~Training~~Zurvita recognizes the Internet is a powerful platform for the network marketer. The highly social aspect of the Internet lends itself as a natural marketing vehicle and ~~Support~~continuously opens a new population of prospects. Zurvita offers Consultants robust “back office” support complimented with sales and marketing tools.

~~The~~Training ~~success of an external marketing program is only as effective as the internal marketing strategies to keep Consultants informed~~ and engaged. Zurvita is committed to a variety of communication initiatives that promote leadership and business effectiveness. Weekly telephone/webinar meetings as well as informational seminars create opportunities to develop leaders and to promote Zurvita’s business opportunity. National conferences and regional events further support Zurvita’s efforts to train and develop its national sales force.Support

~~Products~~The success of an external marketing program is only as effective as the internal marketing strategies to keep Consultants informed and ~~Services~~engaged. Zurvita is committed to a variety of communication initiatives that promote leadership and business effectiveness. Weekly telephone/webinar meetings as well as informational seminars create opportunities to develop leaders and to promote Zurvita’s business opportunity. National conferences and regional events further support Zurvita’s efforts to train and develop its national sales force.

~~Our~~Products ~~products consist of membership products~~ and ~~services, non-membership products and services, and consumable health and wellness products. Our products are sold directly to consumers through our network of independent sales Consultants.~~Services

2Our products consist of consumable health and wellness products. Our products are sold directly to consumers through our network of independent sales Consultants.

Our principal products include the following:

Product	Description	Key Features
Zeal	All-in-one natural nutritional drink. Synergistic blend of whole food concentrates providing an excellent source of nutrients, antioxidants & vitamins. Zeal is a proprietary wellness formula that promotes long-term health and wellness.	Stabilized Rice Bran is the main ingredient and contains numerous vitamins and minerals as well as containing over 120 antioxidants. Zeal also contains a Super Green Food, Moringa Oleifera, which contains 60 separate nutritional elements as well as other whole food concentrates and essential minerals. This all-in-one powdered nutritional drink is stable and light weight and comes in a grab-n-go single serving bottle.
Zeal Weight Management Program	Using Zeal as the foundation for long term health, Zeal Weight Management Program combines Zeal Protein Shakes, Zeal Burn and Zeal Cleanse to effectively assist the consumer in their efforts to lose weight or maintain a "healthier" weight.	The Zeal Weight Management Program is a complete system that contains an advanced thermogenic formula (Zeal Burn) containing Advantra-Z. It also contains an herbal and probiotic formula (Zeal Cleanse) designed to promote digestive health. A significant part of the program are meal replacement protein shakes with carbohydrate blocking ingredients that help reduce overall caloric intake.
Zlinked	ZLinked provides turn-key advertising solutions for small- and medium-sized businesses to connect with consumers on the Internet, including professionally managed pay-per-click (PPC), search engine optimization (SEO), and organic search result ranking. Its online search directory actively pushes ads to an internal local advertising network as well as popular 3rd party search engines.	Premiere placement on its own national search directory: zlinked.com. Organic results on high traffic websites. Strategic placement on internal Ad network. 3rd party placement on popular search engines; Google, Ask, Bing, Yahoo. A low cost option in Online Advertising.
Zurvita Protection	Services that protects members against common legal issues and security concerns.	Program offers legal assistance, tax preparation & counseling, distressed financial assistance, identity theft recovery services, credit repair services, roadside assistance and life event counseling.
Zurvita Health	A discount medical program that combines benefits and services to help mitigate the cost of everyday healthcare needs.	Program creates access to convenient and affordable discount medical programs. Services include access to a national network of board certified physicians providing telephone consultations to diagnose, recommend treatment and write short term non- narcotic prescriptions. Members further experience discounted medical services through network providers in vision, hearing, pharmacy, diagnostic, imaging and lab benefits.
Zurvita Tech	A membership plan that provides member discounted rates on computer and technology support needs.	Program includes discounted prices on 24/7 remote technical support; nationwide onsite technical support and remote data backup and access.
Zurvita Care Saver	A membership program offering members cell phone concierge service and various retail shopping, dining, travel and recreational discounts.	Program that includes restaurants, movie theatres, local retailers, daily services, personal care and pet care providers.
Zurvita Choice	The deregulation of electric and natural gas industries in certain states gives consumers the option to choose where they may purchase their energy.	Program offers utility services (electric & natural gas where available) in Texas, Georgia, New York, Ohio, Indiana and Michigan. Service provider is MXenergy who is the largest independent retail provider in North American and is available in 39 markets. Members can lock in annual rates and effectively eliminate the volatile prices that makes managing energy expenses difficult.
Zurvita Mobile	Zurvita gives customer choices and the ability to choose from all the major carriers for cellular service.	Zurvita Mobile, through association with our fulfillment partner, is a fully authorized dealer for all the major carriers including AT&T Alltel Wireless, Sprint-Nextel, T-Mobile and Verizon Wireless. Members have the flexibility to choose cell phones and providers from one convenient online location.
Zurvita Commercial Energy Solutions	Certain states have deregulated electric and natural gas industries permitting commercial enterprises the option to choose where they may purchase their energy.	Program offers competitive commercial utility services (electric & natural gas) in Texas and California. The program is offered in these deregulated energy markets by selling commercial energy via Zurvita’s energy technology portal platform. The portal provides Zurvita energy consultants a state-of-the-art web-based portal to manage business, track revenue and commissions, and present competitive usage and rate data to potential energy customers.

3PART I

~~Employees~~TABLE 1 - PRODUCTS and SERVICES

As of July 31, 2011, Zurvita Holdings had 18 full-time employees.

Product	Description
Zeal	All-in-one natural nutritional drink. Synergistic blend of whole food concentrates providing an excellent source of nutrients, antioxidants & vitamins. Zeal is a proprietary wellness formula that promotes long-term health and wellness.
Zeal Advanced Formula Protein Shakes	Zeal Advanced Formula Protein Shakes are packed with natural carb blocking nutrients designed to block carbohydrate absorption. These shakes are an excellent source of dietary fiber leaving you with a satisfied, full feeling.
Zeal Cleanse	An herbal and probiotic cleanse that will help detoxify your body and restore your digestive system to a healthy state.
Zeal Burn	An effective blend of thermogenic fat burners, a natural carb blocker and appetite suppressant. Taken before each meal these powerful ingredients will accelerate your metabolism to burn more calories, reduce your hunger and block the absorption of the carbohydrates that you do eat; all without making you jittery as many weight loss products do.
Zeal Weight Management Program	Using Zeal as the foundation for long term health, Zeal Weight Management Program combines Zeal Protein Shakes, Zeal Burn and Zeal Cleanse to effectively assist the consumer in their efforts to lose weight or maintain a "healthier" weight.
Services	Zurvita Protection protects members against common legal issues. Zurvita Health provides members with discount medical benefits. Zurvita Care Saver provides members concierge service and retail discounts. Zurvita Commercial Energy provides members the option to purchase deregulated electric.
Zlinked	ZLinked provides turn-key advertising solutions for small- and medium-sized businesses to connect with consumers on the Internet, including professionally managed pay-per-click (PPC), search engine optimization (SEO), and organic search result ranking. Its online search directory actively pushes ads to an internal local advertising network as well as popular 3^rd party search engines.

~~Customers~~Employees

~~Zurvita’s~~As ~~customers~~of ~~can~~July ~~either~~31, be2012, ~~consultants~~Zurvita ~~who~~Holdings ~~purchase~~had ~~products~~21 orfull-time ~~third party consultants~~employees.

~~Competition~~Customers

The Company operates in the highly competitive business-to-business segment that consists of many different companies ranging from the small sole proprietors to large multi-national domestic and foreign corporations who sell competing products or who are vying for our membershipZurvita’s ~~consumer~~customers ~~spending~~can ~~dollars. We~~either ~~expect~~be consultants ~~our~~who ~~competition~~purchase ~~to continually change with the advent of new~~ products, ~~and~~third ~~services~~party ~~that~~consultants ~~contend for our current membership’s discretionary spending dollars~~ or ~~diminish~~consumers ~~the perceived value of our products and services. There are many competitors~~ who ~~are more established than we are and~~ have ~~greater~~purchased ~~financial~~directly ~~and~~from ~~non-financial~~a ~~resources than we do~~consultant.

~~Government Regulation~~4

We are subject to federal, state and local laws, regulations, guidelines and determinations, common laws, codes of conduct and other similar parameters that directly and indirectly impact our business and methods of operation.Competition

~~State~~The ~~Discount~~Company ~~Health~~operates ~~Program~~in ~~Regulation Many states have enacted legislation concerning~~ the ~~operation~~highly ~~and marketing of discount health programs. With respect~~ competitive business-to-business ~~scope,~~segment ~~some~~that ~~state~~consists ~~health program regulations apply to discounts on all health care products, while other states’ regulations apply only to certain types~~ of ~~discount~~many ~~programs~~different orcompanies ~~services. For~~ranging ~~example,~~from ~~some~~the ~~regulations~~small ~~apply~~sole ~~only~~proprietors to ~~prescription~~large ~~discounts. In~~multi-national domestic ~~addition, some states require licensing~~ and ~~registration~~foreign ofcorporations ~~entities~~who ~~that~~sell ~~provide~~competing ~~discount~~products ~~health~~or ~~programs. Additional~~who ~~states~~ are ~~expected~~vying tofor ~~enact~~our ~~such~~membership’s ~~regulations~~consumer inspending ~~the future~~dollars. ~~States~~We expect ~~with~~our ~~such~~competition ~~regulations~~to ~~currently~~continually inchange ~~place~~with ~~may amend existing regulations or enact new regulations which may severely restrict or prohibit~~ the ~~sale~~advent of ~~our~~new products~~. The~~ ~~Company~~and ~~monitors~~services ~~developments~~that orcontend ~~changes~~for inour ~~the~~current ~~regulations~~membership’s discretionary inspending ~~the~~dollars ~~states in which we operate~~ or ~~plan~~diminish ~~to operate to allow compliance with~~ the ~~laws~~perceived ~~and~~value ~~regulations~~of ~~within those states. We may decide not to sell~~ our products inand ~~states with regulations we believe to be too burdensome or where compliance is too costly~~services. In ~~addition,~~There ~~such~~are ~~regulations~~many ~~may~~competitors ~~limit~~who ~~the~~are more ~~products~~established ~~and~~than ~~programs~~ we ~~may~~are ~~market~~ and ~~sell~~have ~~and~~greater ~~the~~financial ~~manner in which we market~~ and ~~sell~~non-financial ~~our~~resources ~~products~~than ~~and~~we ~~programs~~do.

~~The~~Government discount programs we market are not insurance products and do not subject us to insurance regulations. However, some states have regulations that are specific to discount plans as discussed above. We may also receive inquires from insurance regulators in various states in which we operate requesting that we supply them with information about our programs. To date, these agencies have concurred with our view that our health programs are not a form of insurance. We can provide no assurance that insurance commissioners in such states will continue to concur with our view that our products are not a form of insurance and therefore are not subject to insurance regulations. In the future, states may adopt regulations or enact legislation pursuant to which our programs may be deemed a form of insurance, in which case we may become subject to insurance regulations in such states. Legislation has been introduced from time to time in the U.S. Congress that could result in the federal government assuming a more direct role in regulating insurance companies. Compliance with such regulations and laws may be costly and difficult. Such regulations may also preclude us from marketing some or all of our products and programs.Regulation

~~Additional~~We ~~governmental~~are ~~regulation~~subject orto ~~future~~federal, ~~interpretation~~state ofand ~~existing~~local laws, regulations, ~~may~~guidelines ~~increase~~and ~~the~~determinations, ~~cost~~common oflaws, ~~compliance~~codes orof ~~materially~~conduct and ~~adversely~~other ~~affect~~similar ~~the~~parameters ~~insurance~~that ~~and/or~~directly ~~non-insurance products~~ and indirectly ~~services~~impact ~~offered~~our bybusiness us and, asmethods ~~a result, our results~~ of ~~operations~~operation.

~~Telemarketing~~Product ~~Regulations~~Claims and Advertising Regulations - ~~Our~~The ~~call~~Federal ~~center~~Trade ~~seats~~Commission (FTC) and ~~relationships~~certain ~~are,~~states orregulate ~~may~~advertising, ~~become~~product claims, ~~subject~~and toother ~~federal~~consumer matters. The FTC and state ~~“do~~regulators ~~not~~may ~~call”~~institute ~~laws~~enforcement actions against companies for false and ~~requirements~~misleading advertising of consumer products. ~~Generally~~In addition, ~~under~~the ~~these~~FTC ~~regulations,~~has weincreased ~~are~~its ~~prohibited~~scrutiny ~~from~~of ~~calling~~the ~~any~~use ~~consumer~~of ~~whose~~testimonials, ~~telephone~~similar ~~number~~to isthose ~~listed~~used inby ~~the~~us ~~national~~and ~~“do~~representatives ~~not~~marketing our ~~call”~~membership ~~registry,~~programs. While ~~subject~~we tohave ~~certain~~not ~~exceptions. Violation~~been ofthe ~~these~~target ~~regulations~~of ~~may~~any ~~result~~FTC inor ~~fines~~state ofregulatory upenforcement ~~to $11~~actions,~~000~~ ~~per~~we ~~violation,~~can ~~plus~~provide no ~~other~~assurance ~~penalties.~~that:

~~Product~~· ~~Claims~~the ~~and Advertising Regulations - The Federal Trade Commission (~~FTC) ~~and~~or ~~certain states regulate advertising, product claims, and other consumer matters. The FTC and~~ state regulators ~~may~~will ~~institute~~not ~~enforcement~~question ~~actions~~our ~~against companies for false and misleading~~ advertising ofor ~~consumer~~other ~~products. In~~operations ~~addition,~~in the ~~FTC~~future; ~~has~~· ~~increased~~a ~~its~~state ~~scrutiny~~will ofnot ~~the~~interpret ~~use~~product ofclaims ~~testimonials,~~presumptively ~~similar~~valid tounder ~~those~~federal ~~used~~law byas usillegal ~~and~~under ~~representatives~~that ~~marketing~~state’s ~~our~~regulations; ~~membership~~or ~~programs. While~~· wefuture ~~have~~FTC ~~not~~or ~~been~~state ~~the~~regulations ~~target of any FTC~~ or ~~state~~decisions ~~regulatory~~will ~~enforcement~~not ~~actions,~~restrict wethe ~~can~~permissible ~~provide~~scope noof ~~assurance~~such ~~that:~~claims.

·We are also subject to the risk of claims by consultants and their respective customers who may file actions on their own behalf, as a class or otherwise, and may file complaints with the FTC or state ~~regulators~~or ~~will~~local ~~not~~consumer ~~question~~affairs ~~our~~offices. These agencies may take action on their own initiative against us for alleged advertising or product claim violations, or on a referral from brokers, agents, customers or others. Remedies sought in these actions may include consent decrees and the refund of amounts paid by the complaining brokers, agents or consumer, refunds to an entire class of brokers, agents or customers, client refunds, or other ~~operations~~damages, as well as changes in our methods of doing business. A complaint based on the ~~future;~~practice ·of aone ~~state~~broker ~~will~~or agent, whether or not ~~interpret~~we ~~product~~authorized ~~claims~~the ~~presumptively~~practice, could ~~valid~~result ~~under~~in ~~federal~~an ~~law~~order asaffecting ~~illegal~~some ~~under~~or all of the brokers and agents that we use in a particular state’s. Also, ~~regulations;~~an order in one state could influence courts or government agencies in other states considering similar matters. Proceedings resulting from these complaints could result in significant defense costs, settlement payments or judgments and could have a material adverse effect on us.

4Corporate Information

·Zurvita ~~future~~Holdings ~~FTC~~is ora ~~state~~Delaware ~~regulations~~corporation formed oron ~~decisions~~June ~~will~~28, ~~not~~2007. ~~restrict~~Zurvita ~~the~~Holdings ~~permissible~~principal ~~scope~~executive ofoffices ~~such~~are ~~claims~~located at 800 Gessner Suite 110, Houston, Texas 77024.

WeITEM are also subject to the risk of claims by brokers and agents and their respective customers who may file actions on their own behalf, as a class or otherwise, and may file complaints with the FTC or state or local consumer affairs offices1A. ~~These~~ ~~agencies~~RISK may take action on their own initiative against us for alleged advertising or product claim violations, or on a referral from brokers, agents, customers or others. Remedies sought in these actions may include consent decrees and the refund of amounts paid by the complaining brokers, agents or consumer, refunds to an entire class of brokers, agents or customers, client refunds, or other damages, as well as changes in our methods of doing business. A complaint based on the practice of one broker or agent, whether or not we authorized the practice, could result in an order affecting some or all of the brokers and agents that we use in a particular state. Also, an order in one state could influence courts or government agencies in other states considering similar matters. Proceedings resulting from these complaints could result in significant defense costs, settlement payments or judgments and could have a material adverse effect on us.FACTORS

Our ~~network~~business ~~marketing~~faces ~~program~~risks isand ~~subject~~uncertainties, including tothose adiscussed ~~number~~below ofand ~~federal~~elsewhere ~~and~~in ~~state~~this ~~regulations~~report. ~~administered~~These byfactors ~~the~~represent ~~FTC~~risks and ~~various~~uncertainties ~~state~~that ~~agencies~~could inhave ~~the~~a material ~~United~~adverse ~~States.~~effect ~~Regulations~~on ~~applicable~~our tobusiness, ~~network~~results ~~marketing~~of ~~organizations~~operations ~~generally~~and ~~are~~financial ~~directed~~condition. atAdditional ~~preventing~~risks ~~fraudulent~~and oruncertainties ~~deceptive~~not presently ~~schemes,~~known ~~often referred~~ to asus ~~“pyramid”~~ or ~~“chain~~that ~~sales”~~we ~~schemes,~~do bynot ~~ensuring~~presently ~~that~~consider ~~product~~significant ~~sales~~also ~~ultimately~~may ~~are~~impair ~~made~~our tobusiness ~~consumers~~or ~~and~~the ~~that~~trading ~~advancement~~price ~~within~~of anour securities. ~~organization~~Whenever isthe ~~based~~terms on“our,” ~~sales~~“we” ofand the ~~organization’s~~“Company” ~~products~~are ~~rather~~used ~~than~~in ~~investments~~this inRisk ~~the~~Factors section, ~~organization~~they refer to Zurvita Holdings or ~~other~~any ~~non-retail~~of ~~sales-related~~its ~~criteria~~subsidiaries.

~~Insurance~~Risks Related to Our Business

~~The~~We ~~Company~~have ~~significantly~~a ~~mitigates~~history ~~risk~~of bysignificant losses ~~contracting~~and ~~with~~may ~~other~~not ~~companies~~be ~~who~~profitable ~~ultimately~~in ~~provide~~ the ~~insurance~~future ~~benefits that are embedded within certain of the products we market. The Company is not an insurance company,~~ and welikely doneeds ~~not~~significant ~~retain~~additional ~~any~~outside ~~insurance~~funding ~~risk~~to ~~associated~~continue ~~with any of the products we sell~~operating.

~~Corporate~~We ~~Information~~have a history of net losses and have an accumulated deficit of approximately $20.2 million, from inception through July 31, 2012. We have historically generated significant net operating losses and negative operating cash flows. You should not rely solely on the public market valuation of the Company and the views of securities analysts and investors for assessing the operational, business and financial success of the Company. Fluctuations in our quarterly operating results or our inability to achieve profitability may cause volatility in the price of our common stock in the public market. Since launching the Zeal for Life line of products we have experienced growth month over month for the previous 7 months ending July 31, 2012 and have since moved into a phase of sustaining ourselves, we are operating within a positive cash flow environment. However, if the Zeal for Life line of products is unable to sustain positive cash flows in the future, we may need outside funding to continue our operations. Additional capital may not be available to us on acceptable terms or may not be available at all.

~~Zurvita Holdings is a Delaware corporation formed on June 28, 2007. Zurvita Holdings principal executive offices are located at 800 Gessner Suite 110, Houston, Texas 77024.~~5

~~ITEM~~Our ~~1A.~~business ~~RISK~~is ~~FACTORS~~difficult to evaluate because we have had a limited operating history and have experienced significant changes.

~~Our~~We ~~business~~have ~~faces~~a ~~risks~~limited ~~and~~operating ~~uncertainties~~history, ~~including~~and the ~~those~~Company’s ~~discussed~~business ~~below~~has ~~and~~undergone ~~elsewhere~~significant intransformation ~~this~~during ~~report.~~the ~~These~~past ~~factors~~several ~~represent~~years ~~risks~~as ~~and~~a ~~uncertainties~~result ~~that~~of ~~could~~changes ~~have~~in athe Company’s ~~material~~ownership, ~~adverse~~the ~~effect~~services onand ~~our~~products ~~business~~offered, ~~results~~changes ofin ~~operations~~market ~~and~~conditions, ~~financial~~changes ~~condition.~~in ~~Additional~~our ~~risks~~targeted membership, and ~~uncertainties~~are ~~not~~expected ~~presently~~to ~~known~~continue to uschange orfor ~~that~~similar wereasons. doWe ~~not~~cannot ~~presently~~assure ~~consider~~you ~~significant~~that ~~also may impair~~ our current business orstrategy ~~the~~will ~~trading~~be ~~price~~successful in ofthe ~~our~~long ~~securities~~term. We ~~Whenever~~have ~~the~~experienced ~~terms~~significant ~~“our,”~~losses ~~“we”~~since inception and, ~~the~~even ~~“Company”~~if ~~are~~demand ~~used~~from inmembers ~~this Risk Factors section~~exists, ~~they~~we cannot ~~refer~~assure toyou ~~Zurvita~~that ~~Holdings~~our orbusiness ~~any~~will ofbe ~~its subsidiaries~~successful.

~~Risks~~The ~~Related~~Company is majority owned by shareholders who are considered related parties and who will be able to ~~Our~~make ~~Business~~important decisions about our business and capital structure.

WeRelated ~~have~~parties own aapproximately 62% ~~history~~of our outstanding common stock and approximately 94% of the voting power of all equity securities. Of the related parties, a significant ~~losses~~percentage of the Company’s outstanding securities are controlled by Mark Jarvis who owns approximately 56% of our outstanding common stock and ~~may~~9% ~~not~~of the voting power of all equity securities. As a result, Mr. Jarvis’s interests will be ~~profitable~~significantly represented in certain corporate matters such as the ~~future~~election of the members of our board of directors, appointment of new management and ~~likely~~approval ~~needs~~of any action requiring stockholder approval. Mr. Jarvis’s interest in exercising control over us and our business may conflict with the interests of our other stockholders. Mr. Jarvis’s control may also discourage others from acquiring us or from making a significant ~~additional~~investment ~~outside~~in ~~funding~~us. toRelated ~~continue~~parties ~~operating~~collective interest in exercising control over us and our business may conflict with the interests of our other non-related party stockholders. The significant related party control may also discourage others from acquiring us or from making a significant investment in us.

WeGeneral ~~have a history of net losses and have an accumulated deficit of approximately $19.8 million~~economic, ~~from~~financial ~~inception through July 31, 2011. We have historically generated significant net operating losses~~ market and ~~negative~~political ~~operating~~conditions ~~cash~~may ~~flows. We~~materially ~~believe~~adversely ~~that~~affect ~~without significant equity and/or debt investment from outside sources, we will not be able to sustain~~ our ~~planned~~results ~~operations for the next 12 months. Such additional capital may not be available to us on acceptable terms or may not be available at all. You should not rely solely on the public market valuation~~ of ~~the~~operations ~~Company~~ and ~~the views of securities analysts and investors for assessing the operational, business and~~ financial ~~success of the Company~~conditions. ~~Fluctuations in our quarterly operating results or our inability to achieve profitability may cause volatility in the price of our common stock in the public market.~~

~~Our~~General ~~business~~economic, isfinancial ~~difficult~~market toand political ~~evaluate~~conditions ~~because~~may we have ~~had~~an adverse effect on demand for our services and programs and on our results of operations and financial condition. Concerns over a ~~limited~~double-dip ~~operating~~recession, ~~history~~the availability and ~~have~~cost ~~experienced~~of ~~significant~~credit, ~~changes~~the declining global mortgage and real estate market, the loss of consumer confidence and reduction in consumer spending, inflation, and other macroeconomic factors could influence demand for our services and programs. There could be a number of follow-on effects from the credit crisis on our business, including insolvency of key partners, inability of customers to obtain credit to finance purchases of our health and wellness products, and/or customer insolvencies each of which could adversely affect our results of operations and financial condition.

We ~~have~~currently ~~a limited operating history, and the Company’s business has undergone~~ generate significant revenue ~~transformation~~through ~~during the past several years as a result of changes in the Company’s ownership, the services and products offered, changes in market conditions, changes in~~ our ~~targeted~~independent ~~membership,~~sales ~~and are expected to continue to change for similar reasons~~consultants. We cannot assure you that our current business strategy will be successful in the long term. We have experienced significant losses since inception and, even if demand from members exists, we cannot assure you that our business will be successful.

~~The~~We ~~Company~~derive isour ~~majority~~revenue ~~owned~~through byproduct ~~shareholders~~sales of ~~who~~our ~~are~~independent ~~considered~~sales ~~related~~consultants. In ~~parties~~the ~~and who~~event ~~will~~we beare ~~able~~unable to ~~make~~attract, ~~important~~motivate ~~decisions~~and ~~about~~retain our independent sales consultants base our business, financial condition and ~~capital~~results ~~structure~~of operations could be materially and adversely affected as the Company’s revenue is directly tied to the activity levels of its sales consultant base.

~~Related~~We ~~parties own~~may approximately 92% of our outstanding common stock and approximately 96% of the voting power of all equity securities. Of the related parties, a significant percentage of the Company’s outstanding securities are controlled by Amacore who owns approximately 61% of our outstanding common stock and 32% of the voting power of all equity securities. As a result, Amacore’s interests will be ~~significantly~~unable ~~represented~~to infund ~~certain~~future ~~corporate matters such as the election of the members of our board of directors, appointment of new management and approval of any action requiring stockholder approval~~growth. Amacore’s interest in exercising control over us and our business may conflict with the interests of our other stockholders. Amacore’s control may also discourage others from acquiring us or from making a significant investment in us. Related parties collective interest in exercising control over us and our business may conflict with the interests of our other non-related party stockholders. The significant related party control may also discourage others from acquiring us or from making a significant investment in us.

5Our business strategy calls for expansion through an increase in our independent sales consultant base and entry into the health and wellness and weight management markets. We will require significant funding for additional personnel, capital expenditures as well as for working capital purposes. Financing may not be available to us on favorable terms, if at all. If adequate funds are not available on acceptable terms, then we may not be able to meet our business objectives for expansion and profitability which could consequently harm our business, results of operations and financial condition.

~~General~~In ~~economic~~addition, ~~financial~~if ~~market~~we raise additional funds through the issuance of equity or convertible debt securities, or a combination of both, then the stockholders will suffer dilution, and ~~political~~any ~~conditions~~new securities may ~~materially~~have ~~adversely~~rights, ~~affect~~preferences and privileges senior to those of our ~~results~~common stockholders and other series of ~~operations~~preferred stockholders. Furthermore, if we raise capital or acquire businesses by incurring indebtedness, we will become subject to the risks associated with indebtedness, including interest rate fluctuations and any financial ~~conditions~~or other covenants that our lender may require. Moreover, if our strategy to increase its sales and marketing resources in order to grow revenues does not produce the desired result, then the Company may incur significant, unrecoverable expenses.

~~General~~Our ~~economic,~~growth ~~financial market and political conditions~~ may have an adverse effect on demand for our services and programs and on our results of operations and financial condition. Concerns over a double-dip recession, the availability and cost of credit, the declining global mortgage and real estate market, the loss of consumer confidence and reduction in consumer spending, inflation, and other macroeconomic factors could influence demand for our services and programs. There could be alimited ~~number~~if ofit ~~follow-on~~is unable ~~effects from the credit crisis on our business, including insolvency of key partners, inability of customers~~ to ~~obtain~~attract ~~credit to finance purchases of our services~~ and ~~programs,~~retain ~~and/or~~qualified ~~customer insolvencies each of which could adversely affect our results of operations and financial condition~~personnel.

Our business is largely dependent on the skills, experience and performance of key members of our senior management team. We ~~currently~~plan ~~generate significant~~to ~~revenue~~increase ~~through~~the Company’s operations and finance personnel. We believe that our ~~independent~~success depends largely on its ability to attract and retain highly-skilled and qualified technical and managerial personnel. The market for highly skilled sales, ~~consultants~~marketing and support personnel is highly competitive as a result of the limited availability of technically-qualified personnel with the requisite understanding of the industry in which we operate. The inability to hire or retain qualified personnel may hinder our ability to implement its business strategy and may harm our business.

We derive our revenue through product sales of our independent sales consultants. In the event we are unable to attract, motivate and retain our independent sales consultants base our business, financial condition and results of operations could be materially and adversely affected as the Company’s revenue is directly tied to the activity levels of its sales consultant base.6

WeOur ~~may~~future begrowth could strain our personnel and infrastructure resources, and if we are unable to ~~fund~~implement ~~future~~appropriate controls and procedures to manage our growth, we may not be able to successfully implement our business plan.

Our ~~business~~future ~~strategy~~success ~~calls~~will ~~for~~depend ~~expansion~~in ~~through~~part upon anthe ~~increase~~ability inof our ~~independent~~management ~~sales~~to ~~consultant~~manage ~~base~~growth ~~and~~effectively. ~~entry~~This ~~into~~may ~~the~~require ~~health~~us ~~and~~to ~~wellness~~hire and ~~weight~~train ~~management~~additional ~~markets. We~~personnel ~~will~~to manage ~~require~~our ~~significant~~expanding ~~funding~~operations. ~~for~~In ~~additional personnel~~addition, ~~capital~~we ~~expenditures~~will asbe ~~well~~required asto ~~for~~continue ~~working~~to ~~capital~~improve ~~purposes.~~our ~~Financing~~operational, ~~may~~financial ~~not~~and bemanagement controls ~~available~~and toour usreporting onsystems ~~favorable~~and ~~terms, if at all~~procedures. If ~~adequate~~we ~~funds~~fail ~~are~~to ~~not~~successfully ~~available~~manage onour ~~acceptable terms~~growth, ~~then~~ we may ~~not~~ be ~~able~~unable to ~~meet~~execute upon our business ~~objectives~~plan ~~for expansion~~ and ~~profitability which could consequently harm~~ our business, ~~results~~and of operations ~~and~~may ~~financial~~be ~~condition~~adversely impacted.

InOur ~~addition,~~ability if we raise additional funds through the issuance of equity or convertible debt securities, or a combination of both, then the stockholders will suffer dilution, and any new securities may have rights, preferences and privileges senior to ~~those~~anticipate ~~of our common stockholders~~ and ~~other series of preferred stockholders. Furthermore, if we raise capital or acquire businesses by incurring indebtedness, we will become subject~~ respond to ~~the~~market ~~risks~~trends ~~associated with indebtedness, including interest rate fluctuations~~ and ~~any~~changes ~~financial~~in orconsumer ~~other~~preferences ~~covenants~~could ~~that~~affect our ~~lender~~financial ~~may require~~results. ~~Moreover, if our strategy to increase its sales and marketing resources in order to grow revenues does not produce the desired result, then the Company may incur significant, unrecoverable expenses.~~

Our ~~growth~~success ~~may~~depends beon ~~limited~~our ifability itto isanticipate, gauge ~~unable~~and react in a timely and effective manner to ~~attract~~changes in consumer spending patterns and ~~retain~~preferences ~~qualified~~for ~~personnel~~products and services. We must continually work to develop new products, maintain and enhance the recognition of our branded products. Furthermore, material shifts or decreases in market demand for our products, including as a result of changes in consumer spending patterns and preferences, could result in lower revenue.

~~Our~~Any ~~business~~future isacquisition largely dependent on the skills, experience and performance of key members of our senior management team. We plan to increase the Company’s operations and finance personnel. We believe that our success depends largely on its ability to attract and retain highly-skilled and qualified technical and managerial personnel. The market for highly skilled sales, marketing and support personnel is highly competitive as a result of the limited availability of technically-qualified personnel with the requisite understanding of the industry in which we operate. The inability to hire or retain qualified personnel may ~~hinder~~expose us ~~our ability~~ to ~~implement~~additional ~~its business strategy and may harm our business.~~risks

Our ~~future~~business plan does not preclude growth through ~~could~~the ~~strain~~acquisitions ~~our~~of ~~personnel~~qualified ~~and~~companies ~~infrastructure~~who ~~resources,~~complement ~~and~~our ifcurrent weproduct ~~are~~offerings ~~unable~~or toenhance ~~implement~~our ~~appropriate~~product ~~controls~~distribution. The ~~and~~financing ~~procedures~~for toany ~~manage~~future ~~our~~acquisition ~~growth,~~could wedilute ~~may~~the ~~not~~interests beof ~~able~~our tostockholders ~~successfully~~or ~~implement~~result in an increase in our ~~business~~indebtedness or ~~plan~~both. Acquisitions may entail numerous risks, including:

~~Our~~· ~~future~~difficulties ~~success will depend~~ in ~~part~~assimilating ~~upon~~acquired ~~the ability of our management to manage growth effectively. This may require us to hire and train additional personnel to manage our expanding~~ operations. Inor ~~addition~~products, weincluding ~~will~~the beloss ~~required~~of tokey ~~continue~~employees tofrom ~~improve~~acquired ~~our~~businesses ~~operational, financial~~ and ~~management~~disruption ~~controls and our reporting systems and procedures. If we fail~~ to ~~successfully manage~~ our ~~growth,~~direct weselling ~~may be unable to execute upon our business plan and our business and operations may be adversely impacted.~~channel;

~~Our~~· ~~ability~~diversion toof ~~anticipate~~management’s ~~and~~attention ~~respond~~from ~~to market trends and changes in consumer preferences could affect~~ our ~~financial~~core ~~results.~~business

~~Our~~· ~~success~~adverse ~~depends~~effects on ~~our~~existing ~~ability~~business torelationships ~~anticipate,~~with ~~gauge~~suppliers and ~~react~~customers; ~~in a timely~~ and effective manner to changes in consumer spending patterns and preferences for products and services. We must continually work to develop new products, maintain and enhance the recognition of our branded products. Furthermore, material shifts or decreases in market demand for our products, including as a result of changes in consumer spending patterns and preferences, could result in lower revenue.

~~Any~~· ~~future~~risks ~~acquisition~~of ~~may~~entering ~~expose~~markets usin towhich ~~additional~~we ~~risks~~have limited or no prior experience.

Our ~~business~~failure ~~plan~~to ~~does~~successfully ~~not~~complete ~~preclude growth through~~ the integration ~~acquisitions~~ of ~~qualified~~any ~~companies~~acquired ~~who~~business ~~complement~~could ~~our~~have ~~current~~a ~~product~~material ~~offerings~~adverse oreffect ~~enhance~~on our ~~product~~business, ~~distribution.~~financial ~~The~~condition ~~financing~~and ~~for~~operating ~~any~~results. In ~~future~~addition, ~~acquisition~~there ~~could~~can ~~dilute~~be ~~the~~no ~~interests~~assurance ofthat ~~our~~we ~~stockholders~~will orbe ~~result~~able into anidentify ~~increase~~suitable inacquisition ~~our~~candidates ~~indebtedness~~ or ~~both.~~consummate ~~Acquisitions~~acquisitions on ~~may~~favorable ~~entail numerous risks, including:~~terms.

6We face significant competition for our products and services.

·While ~~difficulties~~our products are relatively new, the direct-to-consumer industry is intensely competitive, continually evolving and, in ~~assimilating~~some ~~acquired~~cases, ~~operations~~subject to rapid change. We expect the intensity of competition and the pace of change to be increased or ~~products,~~at ~~including~~least be maintained in the ~~loss~~future. Many of ~~key~~our potential ~~employees~~competitors ~~from~~have ~~acquired~~greater ~~businesses~~financial, technical, product development, marketing and ~~disruption~~other resources than us. These organizations may be better known than we are and may have more customers or members than us. We cannot provide assurance that we will be able to compete successfully against these organizations or any alliances they have formed or may form. Therefore, there can be no assurance that our ~~direct~~competitors ~~selling~~will ~~channel;~~not:

· ~~diversion~~increase oftheir ~~management’s~~emphasis ~~attention~~on ~~from~~products ~~our~~similar ~~core~~to ~~business~~those we offer;

· ~~adverse~~provide ~~effects~~products oncomparable ~~existing~~or ~~business~~superior ~~relationships~~to ~~with~~those ~~suppliers~~we ~~and~~provide ~~customers~~at lower consumer cost; and

· ~~risks~~adapt ofmore ~~entering~~quickly ~~markets~~than inwe ~~which~~do weto ~~have~~evolving ~~limited~~industry trends or nochanging ~~prior~~market ~~experience.~~requirements;

~~Our~~We ~~failure~~must toreplace ~~successfully~~the ~~complete~~customers lost in the ~~integration~~ordinary course of ~~any acquired~~ business ~~could~~and ~~have~~if awe ~~material~~fail ~~adverse~~to ~~effect~~do onso our ~~business,~~revenue ~~financial~~may ~~condition~~decline and ~~operating~~our ~~results.~~customer Inbase ~~addition, there can be no assurance that we~~ will ~~be able to identify suitable acquisition candidates or consummate acquisitions on favorable terms~~decline.

We ~~face~~ ~~significant~~lose ~~competition~~a ~~for~~substantial number of our ~~products~~customers each ~~and~~year ~~services~~in the ordinary course of business. The loss of customers may occur due to numerous factors, including:

~~While~~· ~~our~~changing ~~products~~customer and services are relatively new, the direct-to-consumer industry is intensely competitive, continually evolving and, in some cases, subject to rapid change. We expect the intensity of competition and the pace of change to be increased or at least be maintained in the future. Many of our potential competitors have greater financial, technical, product development, marketing and other resources than us. These organizations may be better known than we are and may have more customers or members than us. We cannot provide assurance that we will be able to compete successfully against these organizations or any alliances they have formed or may form. Therefore, there can be no assurance that our competitors will not:preferences;

· ~~increase~~competitive ~~their~~price ~~emphasis on products and services similar to those we offer~~pressures;

· ~~provide~~customer ~~products and services comparable or superior to those we provide at lower consumer cost~~dissatisfaction; ~~and~~

· ~~adapt~~discontinuance ~~more~~of ~~quickly~~third-party ~~than~~products weand ~~do to evolving industry trends or changing market requirements;~~services

~~We must replace the customers lost in the ordinary course of business and if we fail to do so our revenue may decline and our customer base will decline.~~7

We ~~lose~~depend aon ~~substantial~~third-party ~~number~~vendors ofto ~~our~~supply ~~customers~~certain ~~each~~of our ~~year~~products inand ~~the~~services ~~ordinary~~that ~~course~~we ~~of business~~market. The ~~loss~~failure of ~~customers~~these ~~may~~vendors ~~occur~~to ~~due~~provide tothese ~~numerous~~products ~~factors,~~or ~~including:~~services could result in customer dissatisfaction and harm our business and financial condition.

·We ~~changing~~depend on third-party vendors to manufacture and formulate our health and wellness products that we market. As a result, the quality of service they provide is not entirely within our control. If any third-party vendor were to cease operations, or terminate, breach or not renew its contract with us, or suffer interruptions, delays or quality problems, we may not be able to substitute a comparable third-party vendor on a timely basis or on terms favorable to us. As we are generally obligated to continue providing our health and wellness products to our customers even if we lose a third-party vendor, any disruption in our product offerings could harm our reputation and result in customer ~~preferences;~~dissatisfaction and liability claims. Replacing existing third-party vendors with more expensive or less quality third-party vendors could decrease our profitability and harm our reputation.

·We ~~competitive~~may ~~price~~incur ~~pressures;~~material product liability claims, which could increase our costs and harm our financial condition and operating results.

·Our ~~customer~~health ~~dissatisfaction;~~and wellness and weight management products consist of vitamins, minerals, proteins and other ingredients that are classified as foods or dietary supplements and are not subject to food and drug pre-market regulation approval in the United States. As a marketer of nutritional and dietary supplements that are ingested by consumers, we may be subjected to various product liability claims, including that the products contain contaminants, the products include inadequate instructions to their uses, or the products include inadequate warnings concerning side effects and interactions with other substances. Any such product liability claim could adversely affect our revenues and expenses and ability to secure adequate insurance coverage.

·We ~~discontinuance~~are ofdependent ~~third-party~~on ~~products~~a single credit card processing and ~~services~~payment collection company.

WeIn ~~depend~~the onevent ~~third-party~~our ~~vendors~~credit tocard ~~supply~~processor ceases ~~certain~~operations ofor ~~our~~terminates ~~products~~its agreement with us, there can be no assurance the Company could find and ~~services~~retain ~~that~~a wereplacement credit ~~market~~card processor on a timely basis, if at all. ~~The~~ ~~failure~~This ofwould ~~these~~severely ~~vendors~~restrict our ability to ~~provide~~generate ~~these~~and ~~products~~collect sales. Any service interruptions, delays or ~~services~~quality problems could result in ~~customer~~delays ~~dissatisfaction~~in ~~and~~collecting ~~harm~~payments, which could adversely affect our ~~business~~revenue and ~~financial condition~~profitability.

We ~~depend~~must oncomply third-party vendors to supply certain products and services that we market. Many of our third-party vendors are independent contractors. As a result, the quality of service they provide is not entirely within our control. If any third-party vendor were to cease operations, or terminate, breach or not renew its contract with ~~us,~~Federal or suffer interruptions, delays or quality problems, we may not be able to substitute a comparable third-party vendor on a timely basis or on terms favorable to us. With respect to our products that contain an insurance benefit, we are dependent on the insurance carriers that underwrite the insurance to obtain appropriate regulatory approvals. If we are required to use an alternative insurance carrier, it may materially increase the time required to bring an insurance related product to market. As we are generally obligated to continue providing our products and ~~services~~State telephone toconsumer ~~our~~protection ~~customers even if we lose a third-party vendor, any disruption in our product offerings could harm our reputation and result in customer dissatisfaction and liability or personal claims~~laws. ~~Replacing existing third-party vendors with more expensive or less quality third-party vendors could decrease our profitability and harm our reputation.~~

WeFederal ~~may~~and ~~incur~~State ~~material~~telephone ~~product~~consumer protection ~~liability~~laws prohibit deceptive, unfair or ~~personal~~abusive ~~injury~~practices ~~claims,~~in ~~which~~telemarketing ~~could~~sales. ~~increase~~Any ~~our~~new ~~costs~~legislation further ~~and~~regulating ~~harm~~telemarketing ~~our~~practices ~~financial~~could ~~condition~~adversely ~~and~~affect ~~operating~~or ~~results~~limit our operations.

Our ~~health~~network ~~and~~marketing ~~wellness~~program ~~and~~could be ~~weight~~found ~~management~~to ~~products~~be ~~consist~~not ofin ~~vitamins,~~compliance ~~minerals,~~with ~~proteins~~current ~~and other ingredients that are classified as foods~~ or ~~dietary~~newly ~~supplements~~adopted ~~and~~laws ~~are not subject to pre-market regulatory approval by the Food and Drug Administration (“FDA”)~~ or ~~other~~regulations ~~regulatory authorities~~ in ~~the~~one ~~United States~~ or ~~elsewhere. As~~more ~~a marketer of nutritional and dietary supplements that are ingested by consumers~~markets, wewhich may be subjected to various product liability or personal injury claims, including that the products contain contaminants, the products include inadequate instructions to their uses, or the products include inadequate warnings concerning side effects and interactions with other substances. Some of our products contain ingredients that do not have long histories of human consumption. Previously unknown adverse reactions resulting from human consumption of these ingredients could occur. As a marketer of product manufactured by third parties, we may also be liable for product liability claims for products we did not manufacture. While our agreements with manufacturers require the manufacturer to indemnify prevent us, whether such indemnification is sufficient to cover any product liability claim will depend on the creditworthiness of such manufacturers and the terms of the indemnification. We may be unable to recover fully from anconducting ~~indemnifying third party manufacturer with respect to a product liability claim. There can be no assurance that~~ our ~~existing~~business or future products liability insurance coverage will be sufficient to cover any possible product liability risks or that such insurance will continue to be available to us on economically feasible terms. Any such product liability or personal injury claim could adversely affect our reputation and consumer confidence in ~~our~~these ~~products,~~markets and ~~could~~harm ~~have material negative impact on~~ our ~~revenues~~financial ~~and~~condition ~~expenses~~ and ~~ability~~operating ~~to secure adequate insurance coverage~~results.

7Our network marketing program is subject to a number of federal and state regulations administered by the FTC and various state agencies in the United States. We are subject to the risk that, in one or more markets, our network marketing program could be found not to be in compliance with applicable law or regulations. Regulations applicable to network marketing organizations generally are directed at preventing fraudulent or deceptive schemes, often referred to as “pyramid” or “chain sales” schemes, by ensuring that product sales ultimately are made to consumers and that advancement within an organization is based on sales of the organization’s products rather than investments in the organization or other non-retail sales-related criteria. The regulatory requirements concerning network marketing programs do not include “bright line” rules and are inherently fact-based, and thus, we are subject to the risk that these laws or regulations or the enforcement or interpretation of these laws and regulations by governmental agencies or courts can change. The failure of our network marketing program to comply with current or newly adopted regulations could negatively impact our business in a particular market or in general.

We ~~are~~face ~~dependent~~potential onliability arelated to ~~single~~the ~~credit~~privacy ~~card~~and ~~processing~~security ~~and~~of ~~payment~~personal ~~collection~~information ~~company~~it collects from consumers through its website and marketing operations.

InInternet user privacy has become a major issue both in the ~~event~~United ~~our~~States ~~credit~~and ~~card~~abroad. ~~processor~~We ~~ceases~~have ~~operations~~privacy orpolicies ~~terminates~~posted on its ~~agreement~~website that we believe comply with applicable uslaws requiring notice to users about our information collection, ~~there~~use ~~can~~and bedisclosure nopractices. ~~assurance~~However, whether and how existing privacy and consumer protection laws in various jurisdictions apply to the ~~Company~~Internet ~~could~~is ~~find~~still uncertain and may ~~retain~~take ayears ~~replacement~~to ~~credit~~resolve. ~~card~~Any ~~processor~~legislation onor aregulation ~~timely~~in ~~basis,~~the ifarea atof ~~all~~privacy of personal information could affect the way we operate our website and could harm our business. ~~This~~ ~~would~~Further, ~~severely~~we ~~restrict~~cannot assure you that the privacy policies and other statements on our ~~ability~~website or our practices will be found sufficient to ~~generate~~protect us from liability or adverse publicity relating to the privacy and ~~collect~~security ~~sales~~of personal information. Any ~~service~~unauthorized ~~interruptions,~~release ~~delays~~ or ~~quality~~failure ~~problems~~to adequately protect private information could ~~result~~cast ina ~~delays~~negative inpublic ~~collecting~~perception ~~payments,~~of us which in turn could adversely affect our ~~revenue~~ability to attract and ~~profitability~~retain customers.

~~We must comply with Federal and State telephone consumer protection laws.~~8

~~Federal~~We ~~and~~may ~~State~~become ~~telephone~~involved ~~consumer~~in ~~protection~~the ~~laws prohibit deceptive~~future, ~~unfair or abusive practices~~ in ~~telemarketing~~legal ~~sales. Any~~proceedings ~~new~~that, ~~legislation~~if ~~further~~adversely ~~regulating~~adjudicated ~~telemarketing~~or ~~practices~~settled, could adversely affect ~~or limit~~ our ~~operations~~financial results.

~~Our~~We ~~network~~have ~~marketing~~in ~~program~~the ~~could~~past bebeen ~~found~~a party to belitigation and ~~not~~have inincurred ~~compliance~~significant ~~with~~legal ~~current~~costs orand ~~newly~~settlement ~~adopted~~expense. ~~laws~~In orgeneral, ~~regulations~~litigation inclaims ~~one~~can orbe ~~more~~expensive ~~markets,~~and ~~which~~time ~~could~~consuming to ~~prevent~~bring usor ~~from~~defend ~~conducting~~against ~~our~~and ~~business~~could result in ~~these~~settlements ~~markets~~or ~~and~~damages ~~harm~~that ~~our~~could ~~financial~~significantly ~~condition~~affect ~~and~~our ~~operating~~financial results.

~~Our~~Risks ~~network~~Related ~~marketing program is subject~~ to aOur number of federal and state regulations administered by the FTC and various state agencies in the United States. We are subject to the risk that, in one or more markets, our network marketing program could be found not to be in compliance with applicable law or regulations. Regulations applicable to network marketing organizations generally are directed at preventing fraudulent or deceptive schemes, often referred to as “pyramid” or “chain sales” schemes, by ensuring that product sales ultimately are made to consumers and that advancement within an organization is based on sales of the organization’s products rather than investments in the organization or other non-retail sales-related criteria. The regulatory requirements concerning network marketing programs do not include “bright line” rules and are inherently fact-based, and thus, we are subject to the risk that these laws or regulations or the enforcement or interpretation of these laws and regulations by governmental agencies or courts can change. The failure of our network marketing program to comply with current or newly adopted regulations could negatively impact our business in a particular market or in general.Stock

We ~~face~~do ~~potential~~not ~~liability~~intend ~~related~~ to ~~the~~pay ~~privacy~~dividends on ~~and~~our capital ~~security of personal information it collects from consumers through its website and marketing operations~~stock.

~~Internet user privacy has become a major issue both in the United States and abroad.~~ We have ~~privacy~~never ~~policies~~declared ~~posted~~or onpaid ~~its~~any ~~website~~cash dividend ~~that~~on ~~we believe comply with applicable laws requiring notice to users about~~ our ~~information~~capital ~~collection, use and disclosure practices~~stock. ~~However,~~We ~~whether~~currently ~~and~~intend ~~how existing privacy and consumer protection laws in various jurisdictions apply~~ to ~~the~~retain ~~Internet~~any isfuture ~~still~~earnings ~~uncertain~~ and ~~may~~do ~~take~~not ~~years~~expect to ~~resolve.~~pay ~~Any~~any ~~legislation~~dividends ~~or regulation~~ in the foreseeable ~~area of privacy of personal information could affect the way we operate our website and could harm our business. Further~~future, weexcept ~~cannot~~as ~~assure~~required ~~you~~by ~~that~~ the ~~privacy~~terms ~~policies~~of ~~and other statements on our website or our practices will be found sufficient to protect us from liability or adverse publicity relating to~~ the ~~privacy~~preferred ~~and~~stock ~~security~~we ofhave ~~personal information~~issued. Any unauthorized release or failure to adequately protect private information could cast a negative public perception of us which in turn could adversely affect our ability to attract and retain customers.

WeThe Company may ~~become~~raise ~~involved~~additional funds in the future, inthrough ~~legal~~issuances ~~proceedings~~of ~~that,~~securities ifand ~~adversely~~such ~~adjudicated~~additional orfunding ~~settled,~~may ~~could~~be ~~adversely~~dilutive ~~affect~~to ~~our~~stockholders ~~financial~~or ~~results.~~impose operational restrictions

We ~~have~~may raise additional capital in the future ~~past~~to ~~been~~help afund ~~party~~acquisitions and our operations through sales of shares of our common stock or securities convertible into shares of our common stock, as well as issuances of debt. Such additional financing may be dilutive to ~~litigation~~our stockholders, and ~~have~~debt ~~incurred~~financing, ~~significant~~if ~~legal~~available, ~~costs~~may ~~and~~involve ~~settlement~~restrictive ~~expense~~covenants which may limit our operating flexibility. InIf ~~general~~additional capital is raised through the issuances of shares of our common stock or securities convertible into shares of our common stock, the ~~litigation~~percentage ~~claims~~ownership ~~can~~of existing stockholders will be ~~expensive~~reduced. These ~~and~~stockholders ~~time~~may ~~consuming~~experience toadditional ~~bring~~dilution in ornet ~~defend~~book ~~against~~value per share and ~~could~~any ~~result~~additional inequity ~~settlements~~securities ormay ~~damages~~have ~~that~~rights, ~~could~~preferences ~~significantly~~and ~~affect~~privileges senior to those of the holders of our ~~financial~~common ~~results~~stock.

~~Healthcare~~We ~~reform~~are ~~measures~~not ~~could~~subject ~~hinder~~to orcertain ~~prevent~~of the ~~our~~corporate ~~products’~~governance ~~commercial~~provisions ~~success~~of the Sarbanes-Oxley Act of 2002 and, without voluntary compliance with such provisions, neither you nor the Company will receive the benefits and protections they were enacted to provide.

~~The~~Since ~~healthcare~~our ~~industry~~common stock is ~~undergoing~~not ~~fundamental~~listed ~~changes~~for trading ~~resulting~~on ~~from~~a ~~political,~~national ~~economic~~securities ~~and regulatory influences. In the United States~~exchange, ~~comprehensive~~we ~~programs~~are ~~have~~not ~~been~~subject ~~proposed that seek~~ to ~~increase~~certain ~~access~~of ~~to healthcare for~~ the ~~uninsured,~~corporate togovernance ~~control~~rules ~~the~~established ~~escalation~~by ~~of healthcare expenditures within~~ the ~~economy~~national securities ~~and~~exchanges topursuant ~~use healthcare reimbursement policies~~ to ~~balance~~ the ~~federal~~Sarbanes-Oxley ~~budget. On~~Act ~~March~~of ~~23, 2010, health reform legislation was approved by Congress and has been signed into law~~2002. ~~The~~These ~~reform~~rules ~~legislation~~relate ~~provides~~to ~~that~~independent ~~most~~director ~~individuals must have health insurance~~standards, director ~~will~~nomination ~~establish new regulations on health plans~~procedures, ~~create~~audit ~~insurance pooling mechanisms~~ and ~~other~~compensation ~~expanded~~committees ~~public health care measures~~standards, ~~and~~the ~~impose~~presence ~~new taxes on sales~~ of ~~medical~~an ~~devices~~audit ~~and~~committee ~~pharmaceuticals. Since~~financial ~~this legislation is recently enacted~~ expert and ~~will require~~ the adoption of ~~implementing~~a ~~regulations,~~code ~~we cannot predict the effect, if any, that it will have on our business, but this legislation and similar federal and state initiatives may have the effect~~ of ~~reducing medical procedure volumes, increasing our taxes and otherwise adversely affect our business, possibly materially~~ethics.

8While we intend to file an application to have our securities listed for trading on a national securities exchange in the future which would require us to fully comply with those obligations, we cannot assure you that we will file such an application, that we will be able to satisfy applicable listing standards, or, if we do satisfy such standards, that we will be successful in receiving approval of our application by the governing body of the applicable national securities exchange.

WeApplicable ~~expect~~SEC ~~that~~rules ~~Congress~~governing ~~and~~the trading ~~state~~of ~~legislatures~~“penny ~~will~~stocks” ~~continue~~may tolimit ~~review~~the ~~and~~trading ~~assess healthcare proposals,~~ and ~~public~~liquidity ~~debate~~ of ~~these~~our ~~issues~~common ~~will~~stock ~~likely continue. We cannot predict~~ which, ifmay ~~any,~~affect of such reform proposals will be adopted and when they might be adopted. Other countries also are considering healthcare reform. Significant changes in healthcare systems could have a substantial impact on the ~~manner~~trading inprice of ~~which we conduct~~ our ~~business~~common ~~and could require us to revise our strategies~~stock.

~~Risks~~Our ~~Related~~common stock is a “penny stock” as defined under Rule 3a51-1 of the Exchange Act, and is accordingly subject to ~~Our~~SEC ~~Stock~~rules and regulations that impose limitations upon the manner in which our common stock may be publicly traded. These regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the associated risks. Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination regarding such a purchaser and receive such purchaser’s written agreement to a transaction prior to sale. These regulations may have the effect of limiting the trading activity of our common stock and reducing the liquidity of an investment in our common stock.

WeOur docommon ~~not~~share ~~intend~~price tomay ~~pay~~subject us ~~dividends~~to onsecurities ~~our capital stock~~litigation.

WeThe ~~have~~market ~~never~~for ~~declared~~our orcommon ~~paid~~stock ~~any~~is ~~cash~~expected to ~~dividend~~be oncharacterized ~~our~~by ~~capital~~significant ~~stock.~~price Wevolatility ~~currently~~when ~~intend~~compared to ~~retain~~seasoned ~~any~~issuers, and we expect that our future ~~earnings~~share ~~and~~price will dobe ~~not~~more ~~expect~~volatile tothan ~~pay~~a ~~any~~seasoned ~~dividends~~issuer infor the ~~foreseeable~~indefinite future. In the past, ~~except~~plaintiffs ashave ~~required~~often byinitiated securities class action litigation against a company following periods of volatility in the ~~terms~~market price of its securities. We may, in the future, ~~preferred~~be ~~stock~~the wetarget ~~have~~of ~~issued~~similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management's attention and resources.

~~The Company may raise additional funds in the future through issuances of securities and such additional funding may be dilutive to stockholders or impose operational restrictions~~ 9

WeOur ~~may raise additional capital in the future to help fund acquisitions and our operations through sales of shares of our common~~ stock orprice ~~securities convertible into shares of our common stock, as well as issuances of debt. Such additional financing~~ may be ~~dilutive to our stockholders~~volatile, ~~and debt financing, if available, may involve restrictive covenants~~ which may ~~limit~~result our operating flexibility. If additional capital is raised through the issuances of shares of our common stock or securities convertible into shares of our common stock, the percentage ownership of existing stockholders will be reduced. These stockholders may experience additional dilution in ~~net~~losses ~~book value per share and any additional equity securities may have rights, preferences and privileges senior~~ to ~~those of the holders of~~ our ~~common stock~~stockholders.

WeThe ~~are~~stock ~~not~~markets ~~subject~~have toexperienced ~~certain~~significant price and trading volume fluctuations, and the market prices of companies listed on the ~~corporate~~OTC ~~governance~~Markets ~~provisions~~Group of(OTCQX) and the ~~Sarbanes-Oxley~~OTC ~~Act~~Bulletin Board® of(OTCBB) ~~2002~~have been volatile in the past and, ~~without~~have ~~voluntary~~experienced ~~compliance~~sharp ~~with~~share ~~such~~price ~~provisions,~~and ~~neither~~trading ~~you~~volume ~~nor~~changes. ~~the~~The ~~Company~~trading price ~~will~~of ~~receive~~our ~~the~~common ~~benefits~~stock is likely to be volatile and ~~protections~~could ~~they~~fluctuate ~~were~~widely ~~enacted~~in response to ~~provide.~~ many of the following factors, some of which are beyond our control:

~~Since~~· ~~our~~variations ~~common~~in ~~stock~~our isoperating not listed for trading on a national securities exchange, we are not subject to certain of the corporate governance rules established by the national securities exchanges pursuant to the Sarbanes-Oxley Act of 2002. These rules relate to independent director standards, director nomination procedures, audit and compensation committees standards, the presence of an audit committee financial expert and the adoption of a code of ethics.results;

~~While~~· wechanges ~~intend~~in toexpectations ~~file~~of ~~an application to have~~ our ~~securities listed for trading on a national securities exchange in the~~ future ~~which~~financial ~~would require us to fully comply with those obligations~~performance, weincluding ~~cannot~~financial ~~assure~~estimates you that we will file such an application, that we will be able to satisfy applicable listing standards, or, if we do satisfy such standards, that we will be successful in receiving approval of our application by ~~the~~securities ~~governing~~analysts ~~body~~and ~~of the applicable national securities exchange.~~investors;

~~Applicable~~· ~~SEC~~changes ~~rules~~in ~~governing~~operating ~~the trading of “penny stocks” may limit the trading~~ and ~~liquidity of our common~~ stock ~~which~~price ~~may~~performance ~~affect~~of ~~the~~other ~~trading~~companies ~~price~~in of our ~~common stock.~~ industry;

~~Our~~· ~~common~~additions stock is a “penny stock” as defined under Rule 3a51-1 of the Exchange Act, and is accordingly subject to SEC rules and regulations that impose limitations upon the manner in which our common stock may be publicly traded. These regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the associated risks. Under these regulations, certain brokers who recommend such securities to persons other than established customers or ~~certain~~departures accredited investors must make a special written suitability determination regarding such a purchaser and receive such purchaser’s written agreement to a transaction prior to sale. These regulations may have the effect of ~~limiting~~key ~~the~~personnel; ~~trading activity of our common stock~~ and ~~reducing the liquidity of an investment in our common stock.~~

~~Our~~· ~~common~~future ~~share~~sales ~~price~~of ~~may~~our ~~subject~~common ~~us to securities litigation~~stock.

~~The~~Domestic ~~market~~and ~~for~~international ~~our common~~ stock ismarkets often ~~expected~~experience ~~to be characterized by~~ significant price ~~volatility when compared to seasoned issuers,~~ and wevolume ~~expect that our future share price will be more volatile than a seasoned issuer for the indefinite future~~fluctuations. InThese ~~the past~~fluctuations, ~~plaintiffs~~as ~~have~~well ~~often~~as ~~initiated~~general ~~securities~~economic ~~class~~and ~~action~~political ~~litigation~~conditions unrelated ~~against~~to aour ~~company~~performance, ~~following~~may ~~periods~~adversely ofaffect ~~volatility in~~ the ~~market~~ price of ~~its~~our ~~securities.~~common ~~We may, in the future, be the target of similar litigation~~stock. ~~Securities litigation could result in substantial costs and liabilities and could divert management's attention and resources.~~

~~Our~~We ~~stock~~became ~~price~~public ~~may~~by bemeans ~~volatile~~of a reverse merger, ~~which~~and, ~~may~~as a result, inwe ~~losses~~are subject to ~~our~~the ~~stockholders~~risks associated with the prior activities of the public company.

~~The~~Additional ~~stock~~risks ~~markets~~may ~~have~~exist ~~experienced~~because ~~significant~~Zurvita became ~~price~~public ~~and~~through ~~trading~~a ~~volume~~reverse ~~fluctuations~~merger with Red Sun, ~~and~~which ~~the~~did ~~market~~not ~~prices~~have ofsignificant ~~companies~~operations ~~listed~~or onassets prior to the ~~OTC~~time ~~Markets~~of ~~Group~~the transaction. ~~(OTCQX)~~Red ~~and~~Sun was a development stage company from the ~~OTC~~time ~~Bulletin~~of ~~Board®~~its ~~(OTCBB)~~inception ~~have~~until ~~been~~the ~~volatile~~time inof the ~~past~~Share ~~and~~Exchange. ~~have~~Prior to ~~experienced~~the ~~sharp~~Share ~~share~~Exchange, ~~price~~Red Sun had no significant business operations and ~~trading~~generated ~~volume~~no ~~changes~~revenues. ~~The~~We ~~trading~~may ~~price~~require the cooperation or assistance of ~~our~~persons ~~common~~or ~~stock~~organizations, issuch ~~likely~~as auditors, previously associated with Red Sun in connection with future matters that could be costly or difficult to secure. Although we performed a due diligence review of Red Sun, we still may be ~~volatile~~exposed to undisclosed liabilities resulting from its prior operations and we could ~~fluctuate~~incur ~~widely~~losses, indamages ~~response~~or toother ~~many~~costs ofas a result. In connection with the ~~following~~Share ~~factors~~Exchange, ~~some~~claims may not be brought against such shareholders after six months from the closing of ~~which~~the ~~are~~Share ~~beyond~~Exchange. Therefore, any liabilities associated with the prior operations, capitalization or ownership of securities of our ~~control:~~company by the shareholders of Red Sun may be borne by the holders of securities issued in the Share Exchange or the Private Placement.

9Our common stock may be affected by limited trading volume and price fluctuations, each of which could adversely impact the value of our common stock.

·We ~~variations~~believe that factors such as quarterly fluctuations in our ~~operating~~financial results; and changes in the overall economy or the condition of the financial markets could cause the price of our Common stock to fluctuate substantially. These fluctuations also may cause short sellers to enter the market from time to time in the belief that we will have poor results in the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our stock will be stable or appreciate over time.

·ITEM ~~changes~~1B. inUNRESOLVED ~~expectations~~STAFF ~~of our future financial performance, including financial estimates by securities analysts and investors;~~COMMENTS

~~· changes in operating and stock price performance of other companies in our industry;~~None.

·ITEM ~~additions~~2. ~~or departures of key personnel; and~~PROPERTIES

·Zurvita ~~future~~Holdings’s ~~sales~~management offices are located at 800 Gessner Suite 110, Houston, TX 77024. These facilities are leased and consist of ~~our~~approximately ~~common~~4 ~~stock~~thousand square feet. The lease expires on July 31, 2015. In addition, Zurvita Holdings leases warehouse space located at 1260 Security Drive, Dallas, Texas 75247. These facilities are leased and consist of approximately 4,800 square feet.

~~Domestic~~ITEM ~~and international stock markets often experience significant price and volume fluctuations~~3. ~~These~~LEGAL ~~fluctuations, as well as general economic and political conditions unrelated to our performance, may adversely affect the price of our common stock.~~PROCEEDINGS

WeFrom ~~became~~time ~~public~~to bytime, ~~means~~the Company may become involved in litigation relating to claims arising out of aits ~~reverse~~operations ~~merger,~~in the normal course of business. We are not involved in any pending legal proceeding or litigation and, asto athe ~~result~~best of our knowledge, no governmental authority is contemplating any proceeding to which we are ~~subject~~a toparty, ~~the~~which ~~risks~~would ~~associated~~reasonably ~~with~~be ~~the~~likely ~~prior~~to ~~activities~~have ofa ~~the~~material ~~public~~adverse ~~company~~effect on the Company.

~~Additional~~ITEM ~~risks may exist because Zurvita became public through a reverse merger with Red Sun, which did not have significant operations or assets prior to the time of the transaction~~4. Red Sun was a development stage company from the time of its inception until the time of the Share Exchange. Prior to the Share Exchange, Red Sun had no significant business operations and generated no revenues. We may require the cooperation or assistance of persons or organizations, such as auditors, previously associated with Red Sun in connection with future matters that could be costly or difficult to secure. Although we performed a due diligence review of Red Sun, we still may be exposed to undisclosed liabilities resulting from its prior operations and we could incur losses, damages or other costs as a result. In connection with the Share Exchange, claims may not be brought against such shareholders after six months from the closing of the Share Exchange. Therefore, any liabilities associated with the prior operations, capitalization or ownership of securities of our company by the shareholders of Red Sun may be borne by the holders of securities issued in the Share Exchange or the Private Placement.RESERVED

~~Our common stock may be affected by limited trading volume and price fluctuations, each of which could adversely impact the value of our common stock.~~10

WePART believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our Common stock to fluctuate substantially. These fluctuations also may cause short sellers to enter the market from time to time in the belief that we will have poor results in the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our stock will be stable or appreciate over time.II

ITEM 1B5. MARKET ~~UNRESOLVED~~FOR ~~STAFF~~THE ~~COMMENTS~~REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

~~None.~~Market Information

~~ITEM~~The 2common stock of the Company is quoted for trading on the OTC Markets Group (the “OTCQX”) under the symbol “ZRVT.PK” ~~PROPERTIES~~for the year ended July 31, 2012 and was quoted for trading on the OTC Bulletin Board (“OTCBB”) under the symbol “ZRVT.OB” for the year ended July 31, 2011. Set forth below are the quarterly high and low bid prices for our common stock for the years ended July 31, 2012 and 2011.

Zurvita Holdings’s management offices are located at 800 Gessner Suite 110, Houston, TX 77024. These facilities are leased and consist of approximately 4 thousand square feet. The lease expires on July 31, 2012.

2012		High		Low
	October 31, 2011		0.02		0.02
	January 31, 2012		0.01		0.01
	April 30, 2012		0.05		0.05
	July 31, 2012		0.04		0.04

	2011		High		Low
	October 31, 2010		0.40		0.10
	January 31, 2011		0.19		0.03
	April 30, 2011		0.08		0.02
	July 31, 2011		0.05		0.03

~~ITEM 3. LEGAL PROCEEDINGS~~Holders

~~From~~As ~~time~~of July to31, ~~time~~2012, ~~the Company may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and~~61,498,713 toshares ~~the best~~ of our ~~knowledge,~~common nostock ~~governmental authority is contemplating any proceeding to which we~~ are aissued ~~party,~~and ~~which~~outstanding ~~would~~and ~~reasonably~~there bewere ~~likely~~96 tostockholders ~~have~~of ~~a material adverse effect on the Company~~record.

~~ITEM 4. RESERVED~~Dividends

10The Company has never paid any cash dividends on the common stock and does not anticipate paying cash dividends in the foreseeable future. Our current policy is to retain earnings, if any, to fund operations, and the development and growth of our business. Any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon the Company’s financial condition, results from operations, capital requirements, applicable contractual restrictions, restrictions in the organizational documents and any other factors that the Board of Directors deems relevant.

~~PART~~Shares IIAuthorized for Issuance Under Equity Compensation Plans

~~ITEM~~During 52009, Zurvita’s Board of Directors adopted the 2009 Incentive Stock Plan (the 2009 Plan), pursuant to which we reserved for issuance 6 million shares of Zurvita common stock to be used as awards to employees, directors, consultants, and other service providers. ~~MARKET~~The ~~FOR~~purpose ~~THE~~of ~~REGISTRANT~~the 2009 Plan is to provide an incentive to attract and retain officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons into Zurvita’Ss ~~COMMON~~development ~~EQUITY~~and financial success. Under the 2009 Plan, ~~RELATED~~Zurvita ~~STOCKHOLDER~~is ~~MATTERS~~authorized ~~AND~~to ~~ISSUER~~issue ~~PURCHASES~~incentive OFstock ~~EQUITY~~options ~~SECURITIES~~intended to qualify under Section 422 of the Internal Revenue Code (“Code”), non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long term incentive awards. The 2009 Plan is administered by the Board designated Compensation Committee.

~~Market Information~~11

The common stock of the Company is quoted for trading on the OTC Markets Group (the “OTCQX”) under the symbol “ZRVT.PK” for the year ended July 31, 2011 and was quoted for trading on the OTC Bulletin Board (“OTCBB”) under the symbol “ZRVT.OB” for the year ended July 31, 2010. Set forth below are the quarterly high and low bid prices for our common stock for the years ended July 31, 2011 and 2010.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders		5,608,000	$	0.22		392,000
Equity compensation plans not approved by security holders		–		–		–
Total		5,608,000	$	0.22		392,000

2011	High	Low
October 31, 2010	0.40	0.10
January 30, 2011	0.19	0.03
April 30, 2011	0.08	0.02
July 31, 2011	0.05	0.03
2010	High	Low
October 31, 2009	1.49	0.10
January 30, 2010	1.49	0.51
April 30, 2010	1.08	0.11
July 31, 2010	2.00	0.11

ITEM 6. SELECT FINANCIAL DATA

~~Holders~~Not applicable.

AsITEM of7. ~~July~~MANAGEMENT’S DISCUSSION ~~31,~~AND ~~2011,~~ANALYSIS ~~61,498,713~~OF ~~shares~~FINANCIAL ofCONDITION ~~our~~AND ~~common~~RESULTS ~~stock~~OF ~~are issued and outstanding and there were 96 stockholders of record.~~OPERATIONS

~~Dividends~~Introduction

~~The~~Management’s ~~Company~~discussion ~~has~~and ~~never~~analysis of ~~paid~~results ~~any~~of ~~cash~~operations ~~dividends on the common stock~~ and ~~does~~financial ~~not~~condition ~~anticipate~~(“MD&A”) ~~paying cash dividends in the foreseeable future. Our current policy~~ is toprovided ~~retain~~as ~~earnings,~~a ifsupplement ~~any,~~ to ~~fund operations,~~ and ~~the~~should ~~development~~be ~~and~~read ~~growth~~in conjunction ofwith our ~~business.~~audited ~~Any~~consolidated ~~future~~financial ~~determination~~statements toand ~~pay~~the ~~cash~~related ~~dividends~~notes ~~will~~thereto beincluded atelsewhere ~~the~~herein ~~discretion~~to ofhelp provide ~~the~~an ~~Board~~understanding of ~~Directors~~our ~~and will be dependent upon the Company’s~~ financial condition, ~~results from operations, capital requirements, applicable contractual restrictions, restrictions in the organizational documents~~ and ~~any~~results ~~other~~of ~~factors~~our ~~that~~operations. ~~the~~The ~~Board~~MD&A ofis ~~Directors~~organized ~~deems~~as ~~relevant.~~follows:

~~Shares~~· ~~Authorized~~Overview ~~for~~– ~~Issuance~~This ~~Under~~section ~~Equity~~provides ~~Compensation~~a ~~Plans~~general description of our business and operating segments.

~~During~~· ~~2009, Zurvita’s~~Results ~~Board~~ of ~~Directors~~operations ~~adopted~~– ~~the~~This ~~2009~~section ~~Incentive~~provides Stock Plan (the 2009 Plan), pursuant to which we reserved for issuance 6 million shares of Zurvita common stock to be used as awards to employees, directors, consultants, and other service providers. The purpose of the 2009 Plan is to provide an ~~incentive~~analysis ~~to attract and retain officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense~~ of ~~proprietorship~~our ~~and~~results ~~to stimulate an active interest~~ of ~~such~~operations ~~persons~~comparing ~~into~~the ~~Zurvita’s~~year ~~development~~ended ~~and~~July ~~financial success. Under the 2009 Plan~~31, ~~Zurvita~~2012 ~~is authorized~~ to issue incentive stock options intended to qualify under Section 422 of the Internal Revenue Code (“Code”), non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long term incentive awards2011. ~~The 2009 Plan is administered by the Board designated Compensation Committee.~~

11· Liquidity and capital resources – This section provides an analysis of our cash flows for the year ended July 31, 2012 and 2011, as well as a discussion of our liquidity and capital resources.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	5,175,000	$0.20	825,000
Equity compensation plans not approved by security holders	-	-	-
Total	5,175,000	$0.20	825,000

Critical accounting policies – This section discusses certain significant accounting policies considered to be important to our financial condition and results of operations and which require significant judgment and estimates on the part of management in their application. In addition, all of our significant accounting policies, including our critical accounting policies, are summarized in Note 2 to our audited consolidated financial statements included within Item 8 of Part II of this 2012Annual Report on Form 10K.

~~ITEM 6. SELECT FINANCIAL DATA~~Overview

~~Not~~Description ~~applicable.~~of Business

~~ITEM~~Zurvita 7Holdings is a national network marketing company offering high-quality health and wellness products targeting individuals and families with a strong foothold in small town America and currently expanding into national urban centers. ~~MANAGEMENT~~The Company’Ss ~~DISCUSSION~~consumable ~~AND~~health ~~ANALYSIS~~and OFwellness ~~FINANCIAL~~consumer products ~~CONDITION~~are ~~AND~~offered ~~RESULTS~~through OFa ~~OPERATIONS~~growing network of independent sales consultants. Zurvita Holdings offers a unique business-to-business strategy with turnkey solutions for the growing health and wellness market including its Zeal for Life Challenge weight loss program.

~~Introduction~~12

~~Management’s~~Results ~~discussion and analysis~~ of results of operations and financial condition (“MD&A”) is provided as a supplement to and should be read in conjunction with our audited consolidated financial statements and the related notes thereto included elsewhere herein to help provide an understanding of our financial condition and results of our operations. The MD&A is organized as follows:Operations

· Overview – This section provides a general description of our business and operating segments.

	For the Year Ended July 31, 2012			For the Year Ended July 31, 2011			Increase (Decrease)

Revenues	$	7,893,793		$	4,628,534		$	3,265,259
Cost of Sales		6,513,978			3,207,153			3,306,825

Gross Profit		1,379,815			1,421,381			(41,566	)

Operating Expenses		4,172,351			5,568,091			(1,395,740	)
Operating Loss		(2,792,536	)		(4,146,710	)		1,354,174

Other Income (Loss)		2,360,126			5,769,775			(3,409,649	)

Income (Loss) Before Income Taxes		(432,410	)		1,623,065			(2,055,475	)

Income Taxes		2,822			4,486			(1,664	)

Net Income (Loss )	$	(435,232	)	$	1,618,579		$	(2,053,811	)

Basic and Diluted Earnings (Loss) Per Share	$	(0.03	)	$	0.03

~~· Results of operations – This section provides an analysis of our results of operations comparing the year ended July 31, 2011 to 2010.~~Revenue:

·For ~~Liquidity~~the ~~and~~year ~~capital~~ended ~~resources~~July –31, ~~This~~2012, ~~section~~revenue was ~~provides~~approximately an$7.9 ~~analysis~~million, ofas ~~our~~compared ~~cash~~to ~~flows~~approximately $4.6 million for the year ended July 31, 2011, ~~and~~an ~~2010,~~increase asof ~~well~~approximately $3.26 asmillion. aSignificant ~~discussion~~increases in Zeal product sales have contributed to the increase in overall revenue. The various components of ~~our~~total ~~liquidity~~revenue ~~and~~are ~~capital~~discussed ~~resources~~below.

·Administrative Critical accounting policies – This section discusses certain significant accounting policies considered to be important to our financial condition and results of operations and which require significant judgment and estimates on the part of management in their application. In addition, all of our significant accounting policies, including our critical accounting policies, are summarized in Note 2 to our audited consolidated financial statements included within Item 8 of Part II of this 2011Annual Report on Form 10K.Websites

~~Overview~~Administrative website sales were approximately $608 thousand for the year ended July 31, 2012, as compared to approximately $1.2 million for the year ended July 31, 2011. The approximate $625 thousand decrease in administrative website sales was result of a reduction in sales consultants joining the Company. However, this downward trend has been turned around and the addition of consultants has increased month over month for the previous 7 months ending July 31, 2012.

~~Description~~Advertising ~~of Business~~Sales

~~Zurvita Holdings is a national network marketing company offering high-quality products and services targeting individuals, families and small businesses.~~ The Company’s ~~differentiated~~advertising ~~services~~sales ~~feature~~were approximately ~~consumer~~$158 ~~products~~thousand ~~and~~for ~~small~~the ~~business~~year ~~solutions~~ended ~~offered~~July ~~through~~31, a2012, ~~growing~~as ~~network~~compared ofto ~~independent~~approximately ~~sales~~$703 ~~consultants. Zurvita~~thousand ~~Holdings~~for ~~offers~~the ayear ~~unique~~ended ~~business-to-business~~July 31, ~~strategy~~2011. ~~with~~The ~~turnkey~~approximate ~~solutions~~$545 ~~for~~thousand ~~commercial~~decrease ~~and~~is ~~residential~~due ~~energy,~~to the advertising, ~~telecommunications~~sales ~~and~~technology ~~healthcare~~platform ~~services. The~~having ~~Company~~technical ~~also~~shortcomings that ~~markets~~led ~~numerous~~to ~~low-cost~~adverse ~~ancillary~~refund ~~products, such as legal assistance~~ and ~~restoration~~persistency ~~services~~rates ~~for~~that ~~identity~~made ~~theft~~selling ~~and~~the ~~consumer~~product ~~credit~~difficult.

12Commissions

~~Results~~The Company’s commission revenue for the year ended July 31, 2012, was approximately $260 thousand as compared to approximately $450 thousand for the year ended July 31, 2011. The approximate $190 thousand decrease is due to run off of ~~Operations~~the Company’s residential energy block of business. The Company did not market residential energy during the year ended July 31, 2012.

	For the Year Ended July 31, 2011			For the Year Ended July 31, 2010			Increase (Decrease)
Revenues	$	4,628,534		$	6,306,020		$	(1,677,486	)
Cost of Sales		3,207,153			4,620,780			(1,413,627	)
Gross Profit		1,421,381			1,685,240			(263,859	)
Operating Expenses		5,568,091			8,768,439			(3,200,348	)
Operating Loss		(4,146,710	)		(7,083,199	)		2,936,489
Other Income (Loss)		5,769,775			(4,448,345	)		10,218,120
Income (Loss) Before Income Taxes		1,623,065			(11,531,544	)		13,154,609
Income Taxes		4,486			(19,629	)		24,115
Net Income (Loss )	$	1,618,579		$	(11,511,915	)	$	13,130,494
Basic and Diluted Earnings (Loss) Per Share	$	0.03		$	(0.20	)

Consumable Products

~~Revenue:~~The Company’s consumable product sales for the year ended July 31, 2012, were approximately $6.47 million as compared to approximately $958 thousand for the year ended July 31, 2011. The approximate $5.5 million increase is due to the shift of the focus to the sales of health and wellness products.

~~For~~Marketing ~~the~~Fees year ended July 31, 2011, revenue was approximately $4.6 million, as compared to approximately $6.3 million for the year ended July 31, 2010, a decrease of approximately $1.7 million. Significant decreases in Administrative websites, marketing fees and ~~materials and membership fees contributed to the decrease in overall revenue. The various components of total revenue are discussed below.~~Materials

~~Administrative~~The ~~Websites~~Company’s marketing fees and materials revenue for the year ended July 31, 2012, was approximately $270 thousand as compared to approximately $837 thousand for the year ended July 31, 2011. The approximate $567 thousand decrease is due to the change in how sales consultants join the business by eliminating the marketing fee. The current revenue represents marketing materials sold to the consultants as well as conference and event fees.

Administrative website sales were approximately $1.2 million for the year ended July 31, 2011, as compared to approximately $2.1 million for the year ended July 31, 2010. The approximate $900 thousand decrease in administrative website sales was result of a reduction in sales consultants joining the Company and attrition of the existing sales consultant base during the year ended July 31, 2011, due to product issues and the lack of products that appealed to the general sales consultant base.13

~~Advertising~~Membership ~~Sales~~Fees

The Company’s ~~advertising~~membership ~~sales~~fees were approximately $~~703~~125 thousand for the year ended July 31, ~~2011~~2012, as compared to ~~approximately~~ $~~936~~446 thousand for the year ended July 31, ~~2010~~2011. The decrease ~~approximate~~in ~~$233~~membership ~~thousand~~revenue ~~decrease~~ is ~~due~~a toresult ~~the~~of ~~advertising sales technology platform having technical shortcomings that led to adverse refund and persistency rates that made selling~~ the ~~product difficult. The~~ Company’s isefforts ~~addressing~~to ~~these~~focus ~~issues~~on ~~by redesigning~~ the ~~ZLinked~~sale ~~technology~~of ~~platform~~consumable toproducts ~~lower~~as ~~operating~~they ~~cost, to allow for more competitive product pricing, and to provide enhanced functions and services that~~ are higher ~~expected~~margin ~~to increase the product’s performance and market value~~products.

~~Commissions~~Cost of Sales:

~~The~~Total cost ~~Company’s~~of ~~commission~~sales ~~revenue~~ for the year ended July 31, ~~2011~~2012, ~~were~~was approximately $~~450~~6.5 ~~thousand~~million as compared to approximately $~~479~~3.2 ~~thousand~~million for the year ended July 31, ~~2010~~2011. The ~~approximate~~increase ~~$29~~in ~~thousand~~overall ~~decrease~~revenue isresulted ~~due~~in tomore ~~run~~commissions ~~off~~paid ofto ~~the~~sales ~~Company’s~~consultants ~~residential~~as ~~energy~~well ~~block~~as ofproduct and ~~business. The~~service ~~Company did not market residential energy during the year ended July 31, 2011~~cost. The ~~Company~~various iscomponents ~~currently~~of ~~marketing~~cost ~~commercial energy in the State~~ of ~~Texas~~sales onare adiscussed ~~limited basis~~below.

~~Consumable~~Benefit and ~~Products~~Service Cost

~~The~~Benefit and ~~Company’s~~service ~~commission~~cost ~~revenue~~represents ~~for~~ the ~~year~~direct ~~ended~~cost ~~July~~of ~~31,~~the ~~2011,~~membership ~~were~~and ~~approximately~~subscription ~~$450~~products ~~thousand~~sold such as ~~compared~~administrative towebsites, advertising ~~approximately~~sales, ~~$479~~marketing ~~thousand~~materials ~~for~~and ~~the~~membership ~~year~~fees. ~~ended~~Benefit ~~July~~and ~~31,~~service ~~2010. The~~cost ~~approximate~~was approximately $29599 thousand ~~decrease~~as ~~is due~~ compared to ~~run~~approximately ~~off of the Company’s residential energy block of business~~$1. ~~The~~1 ~~Company did not market residential energy during the year ended July 31, 2011~~million. The ~~Company~~decrease is ~~currently~~due ~~marketing~~to ~~commercial~~less ~~energy~~advertising insales ~~the~~and ~~State~~membership ~~of Texas on a limited basis~~fees.

~~Marketing~~Consumable Products ~~Fees~~Manufacturing ~~and Materials~~Cost

~~The~~Consumable products ~~Company~~manufacturing cost represents Zeal’s ~~marketing~~manufactured ~~fees~~cost and ~~materials revenue for~~ the ~~year~~cost ~~ended~~of ~~July~~shipping ~~31,~~the ~~2011,~~product ~~were approximately $836 thousand as compared~~ to ~~approximately $1~~customers.9 ~~million~~For ~~for~~ the year ended July 31, ~~2010. The approximate $1.1 million decrease is due to several factors: (1) in February 2011~~2012, ~~the~~this ~~Company~~cost ~~changed~~of ~~how~~ sales ~~consultants~~component ~~join~~was ~~the~~$1.8 ~~business~~million bycompared ~~eliminating~~to ~~the~~$200 ~~marketing~~thousand ~~fee;~~for ~~and~~year ~~(2)~~ended ~~the~~July ~~Company~~31, ~~experienced~~2011. This ~~attrition~~increase inis ~~its~~a ~~active~~direct ~~sales~~response ~~consultant base prior~~ to the ~~launch~~increase ofin ~~Zeal~~consumable asproduct ~~a result of a lack of products that appealed to the general~~ sales ~~consultant base~~.

13Sales Commissions

~~Membership~~The Company ~~Fees~~pays its independent sales agents on a commission basis. Sales commissions for the year ended July 31, 2012, were approximately $4.2 million as compared to approximately $1.9 million for the year ended July 31, 2011. The increase of $2.3 million is a result of the increase in consumable product sales.

~~The~~Gross Profit Company’s membership fees were approximately $446 thousand for the year ended July 31, 2011, as compared to $924 thousand for the year ended July 31, 2010. The decrease in membership revenue is a result of the Company’s efforts to focus on the sale of advertising, energy, and consumable products as they are higher margin products.Percentage:

~~Cost~~For the ofyear ~~Sales:~~ended July 31, 2012, gross profit was approximately $1.4 million or 17%, as compared to approximately $1.4 million or 30% for the year ended July 31, 2011. Although revenues for the year ended July 31, 2012, increased, the Company was not able to achieve an increase in gross profit percentage. The company started the year with a very aggressive compensation plan on the consumable products that was later scaled back to increase margins and increase gross profit.

Total cost of sales for the year ended July 31, 2011, was approximately $3.2 million as compared to approximately $4.6 million for the year ended July 31, 2010. The decrease in overall revenue resulted in less commissions paid to sales consultants as well as product benefit and service cost. The various components of cost of sales are discussed below.Operating Expenses:

~~Benefit~~Our operating expenses for the year ended July 31, 2012 and ~~Service~~for ~~Cost~~the year ended July 31, 2011, were approximately $4.2 million and $5.6 million, respectively.

~~Benefit~~The table ~~and~~below ~~service~~sets ~~cost~~forth ~~represents~~components ~~the direct cost~~ of ~~the~~our ~~membership~~operating ~~and~~expenses ~~subscription~~for ~~products~~year ~~sold~~ended ~~such~~July ~~as administrative websites~~31, ~~advertising sales~~2012, ~~marketing materials and membership fees. Benefit and service cost was approximately $1.1 million as~~ compared to ~~approximately~~the ~~$1.6~~corresponding ~~million. The~~prior year ~~decrease is due to less administrative website sales, advertising sales and membership fees.~~period:

Consumable Products Manufacturing Cost

	For the Year Ended July 31, 2012		For the Year Ended July 31, 2011		Increase (Decrease)

Depreciation		32,914		37,254		(4,340	)
Office related expenses		537,960		543,713		(5,753	)
Payroll and benefits		1,854,733		2,231,322		(376,589	)
Professional fees		679,027		880,835		(201,808	)
Selling and marketing		941,289		1,668,545		(727,256	)
Travel		126,428		206,422		(79,994	)

Total operating expenses	$	4,172,351	$	5,568,091	$	(1,395,740	)

Consumable products manufacturing cost represents Zeal’s manufactured cost and the cost of shipping the product to customers. For the year ended July 31, 2011, this cost of sales component was $200 thousand. Zeal was launched in February 2011; therefore, there is no such prior year cost.14

~~Sales~~Depreciation expense ~~Commissions~~for the year ended July 31, 2012, was approximately $32 thousand as compared to approximately $37 thousand for the year ended July 31, 2011, a decrease of approximately $4 thousand over the same prior year period. The decrease is related to the continued increase in fully depreciated assets.

~~The~~Office related ~~Company~~costs ~~pays~~include ~~its~~rent, ~~independent~~insurance, ~~sales~~utilities ~~agents~~and onoffice ~~a commission basis~~maintenance. ~~Sales~~ For ~~commissions for~~ the year ended July 31, ~~2011,~~2012 ~~were~~these costs were approximately $~~1.9~~538 ~~million~~thousand as compared to ~~approximately~~ $3544 ~~million~~thousand for the year ended July 31, ~~2010~~2011. ~~The~~ ~~decrease~~There ofwere ~~$1.1~~no ~~million~~significant ischanges ain ~~result~~operations for ofthese ~~less administrative website sales, advertising subscriptions, marketing fees, and membership fees~~costs.

~~Gross~~Payroll and ~~Profit~~related ~~Percentage:~~expenses for the year ended July 31, 2012 was approximately $1.9 million as compared to approximately $2.2 million for the year ended July 31, 2011, a decrease of approximately $200 thousand over the same prior year period. The decrease is attributable to transitioning certain ZLinked employees off payroll.

Professional fees consist of consulting, accounting fees, contract labor and legal costs. For the year ended July 31, ~~2011~~2012, ~~gross~~these ~~profit~~costs ~~was~~ were approximately $~~1.4~~198 ~~million~~thousand, or$238 ~~31%~~thousand, as$107 ~~compared~~thousand toand ~~approximately~~ $~~1.7~~135 ~~million~~thousand, orrespectively, ~~27%~~as ~~for~~compared ~~the~~to ~~year~~$204 ~~ended~~thousand, ~~July 31~~$279 thousand, ~~2010. Although~~$231 ~~revenues~~thousand, and ~~gross~~$167 ~~profit~~thousand for the year ended July 31, 2011~~, decreased, the Company was able to achieve an increase in gross profit percentage~~. The ~~following~~contract ~~factors~~labor ~~contributed~~costs todecreased ~~the~~as ~~increase in gross profit percentage: (1) The Company’s consumable product has~~ a ~~higher~~result of ~~margin~~contracting ~~than~~fewer ~~the~~services ~~Company’s~~to ~~legacy~~maintain ~~products;~~ and ~~(2)~~support the ~~Company~~ZLinked ~~used less costly sales incentives~~technology.

~~Operating~~Selling and ~~Expenses:~~marketing expenses for the year ended July 31, 2012, were $941 thousand as compared to $1.7 million for the year ended July 31, 2011, a decrease of approximately $727 thousand over the prior reporting period. The significant decrease is due to less amortization of deferred costs such as agent advanced compensation and other prepaid marketing costs between the periods.

~~Our~~Business travel ~~operating~~ expenses for the year ended July 31, ~~2011~~2012, ~~and~~were approximately $126 thousand, as compared to the $206 thousand for the year ended July 31, ~~2010~~2011, ~~were~~a decrease of approximately $580 thousand.6 ~~million~~Travel expenses decreased because the Company focused its growth prospects to three key markets, requiring our management to travel less throughout the entire United States, and ~~$8.7~~the ~~million~~Company passed certain travel expenses on to independent consultants that wanted to join the Company, ~~respectively~~instead of the Company paying for such consultants to travel to the Houston area.

~~The~~Other Income ~~table below sets forth components of our operating expenses for year ended July 31, 2011, compared to the corresponding prior year period~~(Expense):

14Gain on change in fair value of embedded share conversion feature

	For the Year Ended July 31, 2011		For the Year Ended July 31, 2010		Increase (Decrease)
Depreciation	$	37,254	$	35,555	$	1,699
Impairment loss on marketing agreement		-		2,000,000		(2,000,000	)
Office related expenses		543,713		412,587		131,126
Payroll and benefits		2,231,322		1,887,185		344,137
Professional fees		880,835		1,276,437		(395,602	)
Selling and marketing		1,668,545		2,949,708		(1,281,163	)
Travel		206,422		206,967		(545	)
Total operating expenses	$	5,568,091	$	8,768,439	$	(3,200,348	)

An embedded share conversion feature exists within the Company’s convertible note payable. The Company determined the conversion feature to be a derivative instrument and estimated its fair value at the time of issuance and at each subsequent reporting period. We recorded an unrealized gain on the conversion feature for the year ended July 31, 2011of approximately $462 thousand. See Note 12 – Assets and Liabilities Measured at Fair Value, to financial statements contained within Item 8 of Part II of this Form 10-K for additional information with respect to the estimation of the fair value of this conversion feature. On May 8, 2012, the Company entered into an agreement with Infusion Brands International, Inc. to purchase 15.2 million outstanding shares for $100,000. The prior existing note payable and the derivative instrument were extinguished.

~~Depreciation~~Gain ~~expense~~(loss) ~~for~~on ~~the~~change ~~year~~in ~~ended~~fair ~~July 31, 2011, was approximately $37 thousand, an increase~~ value of approximately $1.7 thousand over the same prior year period. The increase is related to the purchase of computer hardware and other office equipment needed to accommodate the Company’s personnel growth. warrants

AsThe ofCompany’s liability warrants are recorded at fair value. Their fair value is subject to remeasurement on a recurring basis. For the year ended July 31, ~~2010~~2012, ~~management~~the ~~had~~change ~~determined~~in ~~there~~fair ~~were~~value ~~impairment~~of ~~indicators~~these ~~present~~warrants ~~with~~was ~~respect~~approximately a gain of $38 thousand, as compared to a gain of approximately $6.1 million for the ~~Company’s~~year ~~marketing~~ended ~~agreement~~July 31, an2011. ~~intangible~~The ~~asset,~~gain ~~rendering~~in itfair ~~completely~~value ~~impaired. Consequently~~for the year ended July 31, 2011was a result of the ~~Company~~significant ~~recognized~~decline in share price from $0.34 to $0.04 which is used as an ~~impairment~~input in fair valuing the warrants. The loss ofin $2fair ~~million~~value for the year ended July 31, 2010 was (1) a result of the 4-to-1 forward share split that occurred on August 11, 2009 that had the effect of increasing the number of outstanding warrants by 21. ~~The~~42 ~~Company~~million ~~did~~and ~~not~~(2) ~~have~~using ~~intangible~~a ~~assets~~comparatively ~~during~~higher share price as an input in fair valuing the ~~year~~warrants. ~~ended~~These ~~July~~gains 31and losses are a non-cash item not impacting operating cash flows or results of operations before other income and expenses. See Note 12 – Assets and Liabilities Measured at Fair Value to financial statements contained within Item 8 of Part II of this Form 10-K, ~~2011~~for additional information with respect to the estimation of the fair value of these warrants.

~~Office~~Interest related costs include rent, insurance, utilities and office maintenance. For the year ended July 31, 2011 these costs were approximately $141 thousand, $33 thousand, $92 thousand, and $278 thousand, respectively, as compared to $111 thousand, $30 thousand, $56 thousand, and $216 thousand for the year ended July 31, 2010. The overall increase of approximately $131 thousand is directly related to the additional IT services added related to maintaining the ZLinked Technology platform.expense

~~Payroll~~Interest ~~and~~expense ~~related~~for ~~expenses~~the year ended July 31, 2012, was approximately $319 thousand, as compared to $362 thousand for the year ended July 31, 2011. The ~~was~~interest expense ~~approximately~~is a result of accreting the discount recognized on the Company’s $2.2 million interest bearing convertible note issued on October 9, an2009. ~~increase~~Accretion of ~~approximately~~ $~~344~~263 thousand ~~over~~is included within interest expense for the ~~same~~year ~~prior~~ended July 31, 2012, as compared to $323 thousand of accretion included within interest expense for the year ~~period~~ended July 31, 2011. ~~The~~ ~~increase~~On isMay ~~attributable~~8, 2012, the Company entered into an agreement with Infusion Brands International, Inc. to purchase 15.2 million outstanding shares for $100,000. The prior existing note payable and the ~~hiring~~derivative instrument were extinguished. Accretion of a$819 ~~Vice~~thousand ~~President~~was written off to gain on extinguishment of ~~Marketing~~debt for the year ended July 31, as2012. ~~well~~This asincluded ~~transitioning~~$263 ~~certain~~thousand ~~ZLinked~~from ~~consultants~~2012 toand ~~full-time~~$556 ~~employees~~thousand from prior periods.

Professional fees consist of consulting, accounting fees, contract labor and legal costs. For the year ended July 31, 2011, these costs were approximately $204 thousand, $279 thousand, $231 thousand and $167 thousand, respectively, as compared to $719 thousand, $322 thousand, $35 thousand, and $200 thousand for the year ended July 31, 2010. Significant reductions in consulting and legal expenses led to an overall professional fees decrease of approximately $396 thousand. The increase in accounting fees was due to the Company changing its auditors and the predecessor auditor’s inability to provide consent to the use of their opinion on prior year financial statements which led to a re-audit of the prior year financial statements by the current auditor. The contract labor costs increased as a result of contracting additional services to maintain and support the ZLinked technology.15

~~Selling~~Loss ~~and~~on ~~marketing~~change ~~expenses~~in ~~for~~fair ~~the~~value ~~year ended July 31, 2011, were $1.7 million as compared to $2.9 million for the year ended July 31, 2010, a decrease~~ of ~~approximately~~marketable $1.3 million over the prior reporting period. The significant decrease is due to less amortization of deferred costs such as agent advanced compensation and other prepaid marketing costs between the periods.securities

~~Business~~The ~~travel~~Company’s ~~expenses~~marketable securities consist of non-registered common stock. The Company fair values these securities on a recurring basis. The Company recorded an unrealized loss of $37 thousand for the year ended July 31, ~~2011,~~2012 ~~were~~as ~~approximately~~compared ~~$206~~to ~~thousand,~~the aunrealized ~~decrease~~loss of ~~approximately~~ $~~545~~443 thousand asrecorded ~~compared~~for to the year ended July 31, ~~2010~~2011. ~~Travel~~ These losses are a non-cash item not impacting operating cash flows or results of operations before other income and expenses. See ~~remained~~Note ~~comparable~~12 to– ~~prior~~Assets ~~year,~~and ~~although~~Liabilities ~~total~~Measured ~~sales~~at ~~decreased~~Fair Value, to asfinancial ~~the~~statements ~~company~~contained ~~traveled~~within toItem ~~regional~~8 ~~markets~~of toPart ~~launch~~II ~~Zeal~~of asthis ~~well~~Form as10-K for additional information with respect to ~~recruit~~the ~~new~~determination of ~~sales~~fair ~~consultants~~value for the Company’s marketable securities.

~~Other~~Gain ~~Income~~on ~~(Expense):~~extinguisment of debt

~~Gain~~On onMay ~~change~~8, in2012, ~~fair~~the ~~value~~Company and Amacore entered into a Stock Purchase Agreement (the “Amacore Purchase Agreement”) whereby the Company purchased 37.21 million shares of ~~embedded~~the ~~share~~Company’s ~~conversion~~common ~~feature~~stock from Amacore. Pursuant to the Amacore Purchase Agreement, the Company paid to Amacore a purchase price equal to $300 thousand. In connection with the Amacore Purchase Agreement, Amacore forgave the Company’s indebtedness to Amacore in principal and interest equal to $362 thousand which was written off to gain on extinguishment of debt.

AnFurthermore, ~~embedded~~in ~~share~~connection ~~conversion~~with ~~feature~~and ~~exists~~concurrently with ~~within~~ the ~~Company’s~~Amacore ~~convertible~~Purchase ~~note~~Agreement, ~~payable. The~~the Company ~~has~~and ~~determined~~Amacore ~~the~~entered ~~conversion~~into ~~feature~~an toAgreement beof aConveyance, ~~derivative~~Transfer ~~instrument~~ and ~~has~~Assignment ~~estimated its fair value at the time~~ of Assets ~~issuance~~ and atAssumption ~~each~~of ~~subsequent~~Obligations ~~reporting period. We recorded an unrealized gain on~~ (the ~~conversion~~“Conveyance ~~feature~~Agreement”) ~~for~~whereby the ~~year~~Company ~~ended~~assigned, ~~July 31~~sold, ~~2011of~~conveyed ~~approximately $462 thousand~~ and transferred anall ~~unrealized gain~~ of ~~approximately $131 thousand for~~ the ~~year~~Company’s ~~ended July 31~~right, ~~2010. These~~title ~~unrealized~~and ~~gains~~interest ~~are~~in acertain ~~non-cash~~intellectual ~~item~~property ~~not~~rights ~~impacting~~related ~~operating~~to ~~cash~~the ~~flows~~Company’s ZLinked ortechnology, ~~results~~which ofintellectual ~~operations~~property ~~before~~rights ~~other~~are ~~income~~defined and ~~expenses. See~~identified ~~Note~~in 12a –Conveyance ~~Assets~~Agreement ~~and~~(the ~~Liabilities~~“Assets”). Pursuant ~~Measured~~to atthe ~~Fair~~Conveyance ~~Value~~Agreement, toAmacore ~~financial~~agreed ~~statements~~to ~~contained~~assume ~~within~~any ~~Item~~and 8all ofliabilities ~~Part~~and IIobligations ofassociated ~~this Form 10-K for additional information~~ with ~~respect to~~ the ~~estimation~~Assets, regardless of ~~the~~when ~~fair~~such ~~value~~liabilities ofand ~~this~~obligations ~~conversion feature~~arose.

On May 8, 2012, the Company and Infusion entered into a Stock Purchase Agreement (the “Infusion Purchase Agreement”) whereby the Company purchased 15.2 million shares of the Company’s common stock from Infusion. Pursuant to the Infusion Purchase Agreement, the Company paid to Infusion a purchase price equal to $100 thousand.

~~Gain~~Furthermore, in connection with the Infusion Purchase Agreement, Infusion forgave and surrendered for cancellation that certain promissory note in principal amount of $2,000,000 (~~loss~~the “Note”) along with accrued interest of $818 thousand and unrealized gain on ~~change~~the conversion feature of $593 thousand for the year ended July 31, 2012, were written off to gain on extinguishment of debt. The Note was issued by the Company to Infusion in ~~fair~~connection ~~value~~with that certain License and Marketing Agreement, dated October 9, 2009, by and between the Company and Infusion. Lastly, Infusion terminated and released any and all of ~~warrants~~Infusion’s security interest arising out of that certain Security Agreement, dated December 2, 2010, by and between the Company and Infusion.

~~The~~Subsequent ~~Company’s liability warrants are recorded at fair value. Their fair value is subject~~ to ~~remeasurement on a recurring basis. For~~ the ~~year~~close ~~ended~~of ~~July~~October 31, 2011, ~~the~~an ~~change~~amendment ~~in fair value of these warrants~~ was ~~approximately~~drafted ~~a gain of $6.1 million, as compared~~ to aMark ~~loss~~Jarvis’s ofexisting ~~approximately~~employee $4agreement.0 ~~million~~It ~~for~~noted ~~the year ended July 31, 2010. The gain in fair value for the year ended July 31, 2011is~~ a ~~result~~reduction ~~of the significant decline in share price from $0.34~~ to ~~$0.04~~his ~~which~~yearly issalary ~~used~~as well as anextinguishment ~~input~~of inall ~~fair~~deferred ~~valuing~~compensation ~~the~~prior ~~warrants. The loss in fair value for the year ended July 31, 2010 is (1) a result of the 4-~~to-1 ~~forward share split that occurred on August 11, 2009 that had~~ the ~~effect of increasing the number of outstanding warrants by 21~~amendment.42 million and (2) using a comparatively higher share price as an input in fair valuing the warrants. These gains and losses are a non-cash item not impacting operating cash flows or results of operations before other income and expenses. See Note 12 – Assets and Liabilities Measured at Fair Value to financial statements contained within Item 8 of Part II of this Form 10-KTherefore, ~~for~~$67 ~~additional~~thousand ~~information~~was ~~with~~written ~~respect~~off to ~~the~~gain ~~estimation~~on extinguishment of ~~the fair value of these warrants~~debt.

~~Gain~~Income ~~on sale of non component entity~~Taxes:

OnFor ~~July 26, 2011,~~ the ~~Company~~year ~~entered~~ended ~~into~~July a31, ~~$10 purchase agreement with Mark Jarvis (Co-CEO) for the sale of ZurTel~~2012, ~~a non-component entity of~~ the Company~~. At~~ estimated ~~the~~approximately ~~time~~$3 ofthousand ~~disposition,~~in ~~ZurTel~~tax ~~had~~expense ~~assets~~as ofcompared ~~$73~~to ~~and a~~ $524 thousand ~~intercompany~~for ~~liability~~the ~~payable~~year toended ~~Zurvita~~July ~~Holdings. The sale resulted in a non-cash gain of $51~~31,~~937~~ 2011.

~~Interest~~The Company ~~expense~~realized no federal tax benefit from the deferred tax asset resulting from its historical net operating loss carryforwards as the deferred tax asset is fully reserved.

~~Interest~~Net Income expense for the year ended July 31, 2011, was approximately $362 thousand, as compared to $271 thousand for the year ended July 31, 2010. The increase in interest expense is a result of accreting the discount recognized on the Company’s $2 million interest bearing convertible note issued on October 9, 2009. Accretion of $323 thousand is included within interest expense for the year ended July 31, 2011, as compared to $233 thousand of accretion included within interest expense for the year ended July 31, 2010.(Loss):

~~Loss~~The Company had net loss of approximately $435 thousand for the year ended July 31, 2012, as compared to a net income of $1.6 million for the year ended July 31, 2011. The main reason the Company went from earnings to a net loss is due to the $6.1 million unrealized gain on the change in fair value of ~~marketable~~the ~~securities~~Company’s liability warrants for the year ended July 31, 2011.

~~The~~Earnings (Loss) ~~Company’s~~per ~~marketable~~Common securities consist of non-registered common stock. The Company fair values these securities on a recurring basis. The Company recorded an unrealized loss of $443 thousand for the year ended July 31, 2011 as compared to the unrealized loss of $290 thousand recorded for the year ended July 31, 2010. These losses are a non-cash item not impacting operating cash flows or results of operations before other income and expenses. See Note 12 – Assets and Liabilities Measured at Fair Value, to financial statements contained within Item 8 of Part II of this Form 10-K for additional information with respect to the determination of fair value for the Company’s marketable securities.Share:

~~Loss~~Earnings per oncommon ~~note~~share ~~receivable~~amounted to $0.03 for the year ended July 31, 2012, as compared to a loss per common share of $0.03 for the year ended July 31, 2011.

On July 26, 2011, the Company sold to Mark Jarvis (Co-CEO) ZurTel, LLC (“ZurTel”), a non-component entity. Prior to the sale, ZurTel was indebted to Zurvita Holdings in the amount of $52 thousand and evidenced by a promissory note. Subsequent to the sale, management assessed the collectibility of the note as low and, consequently, recorded a $52 thousand loss for the year ended July 31, 2011. ZurTel’s shell status and credit history, as well as its proposed business plan were the main reasons for recognizing the credit loss.16

~~Income~~Off ~~Taxes:~~Balance Sheet Arrangements

~~For~~As ~~the~~of ~~year ended~~ July 31, ~~2011~~2012, the Company ~~estimated~~did ~~approximately~~not have $4any ~~thousand~~off inbalance ~~tax~~sheet ~~expense as compared to $23 thousand for the year ended July 31, 2010~~arrangements. The decrease between the periods is a result of the Company changing its method for estimating its Texas gross margin tax accrual as a result of access to improved data inputs used in estimating the tax accrual.

~~The~~Liquidity ~~Company~~and ~~realized~~Capital ~~no federal tax benefit from the deferred tax asset resulting from its historical net operating loss carryforwards as the deferred tax asset is fully reserved.~~Resources

~~Net~~The ~~Income~~following ~~(Loss)~~table compares our cash flows for the year ended July 31, 201 to the corresponding prior period:

The Company had net income of approximately $1.6 million for the year ended July 31, 2011, as compared to a net loss of $11.6 million for the year ended July 31, 2010. The main reason the Company went from a loss to earnings is due to the $6.1 million unrealized gain on the change in fair value of the Company’s liability warrants.

	For the Year Ended July 31, 2012			For the Year Ended July 31, 2011

Net cash used in operating activities	$	(2,378,060	)	$	(3,793,665	)
Net cash used in investing activities		(18,837	)		1,686,097
Net cash provided by financing activities		2,635,366			1,819,032

Net (decrease) increase in cash	$	238,469		$	(288,536	)

~~Earnings~~Since ~~(Loss)~~its ~~per~~inception, ~~Common~~the ~~Share:~~Company has met its capital needs principally through sale of its equity securities and the issuance of debt. The proceeds from the sale of these securities have been used for the Company’s operating expenses, such as salary expenses, professional fees, rent expenses and other general and administrative expenses discussed above. At July 31, 2012, the Company had negative working capital of approximately $1.5 million, an accumulated deficit of approximately $20.2 million and negative cash flows from operating activities of approximately $2.4 million.

~~Earnings~~During ~~per~~fiscal ~~common~~2010, ~~share~~the ~~amounted~~Company toraised from a shareholder $05.033 ~~for~~million ~~the~~of ~~year~~equity ~~ended~~funding. ~~July~~During ~~31,~~fiscal 2011, asthe ~~compared~~Company toraised from a ~~loss~~shareholder ~~per~~$1.5 ~~common~~million ~~share~~ of $0equity funding.20 ~~for~~In order to raise capital, the ~~year~~Company ~~ended~~may ~~July~~sell ~~31,~~additional ~~2010~~equity or issued additional convertible debt securities which would result in additional dilution to our stockholders. The ~~aforementioned~~issuance ~~factors~~of ~~contributing~~additional debt would result in increased expenses and could subject us to covenants that may have the ~~increase~~effect of restricting our operations. We can provide no assurance that additional financing will be available in ~~net~~an ~~income~~amount ~~also~~or ~~contribute~~on terms acceptable to us, if at all. If we are unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms favorable to us, we may be unable to execute upon our business plan or pay our costs and expenses as they are incurred, which could have a material, adverse effect on our business, financial condition and results of operations. Currently, the ~~increase~~Company indoes ~~earnings~~not ~~per~~maintain ~~share~~a line of credit or term loan with any commercial bank or other financial institution. The Company has approximately $858 thousand of outstanding notes payable as of July 31, 2012.

16Critical Accounting Policies

~~Off~~Revenue ~~Balance Sheet Arrangements~~Recognition

AsAdministrative ~~of July 31, 2011, the Company did not have any off balance sheet arrangements.~~Websites

~~Liquidity~~Company’s ~~and~~independent ~~Capital~~representatives pay ~~Resources~~a fee to the Company entitling them to use of websites that facilitate their business operations. Revenue is recognized ratably over the website subscription period.

~~The~~Advertising ~~following table compares our cash flows for the year ended July 31, 2011 to the corresponding prior period:~~Sales

	For the Year Ended July 31, 2011			For the Year Ended July 31, 2010
Net cash used in operating activities	$	(3,793,665	)	$	(3,132,041	)
Net cash used in investing activities		1,686,097			(2,490,484	)
Net cash provided by financing activities		1,819,032			4,521,014
Net (decrease) increase in cash	$	(288,536	)	$	(1,101,511	)

Prior to exiting the discount fee for service business, the Company marketed subscriptions to a service that facilitates the ability of customers, typically small business owners, to display commercial advertising via an on-line search directory. Revenue was recognized ratably over the advertising subscription period.

Since its inception, the Company has met its capital needs principally through sale of its equity securities and the issuance of debt. The proceeds from the sale of these securities have been used for the Company’s operating expenses, such as salary expenses, professional fees, rent expenses and other general and administrative expenses discussed above. At July 31, 2011, the Company had negative working capital of approximately $1.4 million, an accumulated deficit of approximately $19.8 million and negative cash flows from operating activities of approximately $3.8 million. Since its inception, the Company has used approximately $10.1 million in operations.Commissions

WeThe ~~believe that without significant equity and debt investment from outside sources, the~~ Company ~~will~~is ~~not~~paid bea ~~able~~commission tofor ~~sustain~~ its sales ~~current planned operations for the next 12 months. During fiscal 2010, the Company raised from a shareholder $5.3 million~~ of ~~equity~~third-party ~~funding~~products. ~~During~~ ~~fiscal~~Commissions 2011, the Company raised from a shareholder $1.5 million of equity funding. In order to raise capital, the Company may sell additional equity or issued additional convertible debt securities which would result in additional dilution to our stockholders. The issuance of additional debt would result in increased expenses and could subject us to covenants that may have the effect of restricting our operations. We can provide no assurance that additional financing will be available in an amount or on terms acceptable to us, if at all. If we are ~~unable~~recognized toas ~~obtain~~products ~~additional funds when they~~ are ~~needed~~sold ~~or if such funds cannot be obtained on terms favorable to us, we may be unable to execute upon our business plan or pay our costs~~ and ~~expenses~~services asperformed ~~they are incurred, which could have a material, adverse effect on our business, financial condition~~ and ~~results of operations. Currently,~~ the Company ~~does not maintain a line of credit or term loan with any commercial bank or other financial institution. The Company~~ has ~~approximately~~accomplished all ~~$2.6~~activities ~~million~~necessary ~~of outstanding notes payable as of July 31, 2011. These issues raise substantial doubt about our ability~~ to ~~continue~~complete asthe aearnings ~~going concern for a reasonable period~~process.

~~Critical Accounting Policies~~17

~~Revenue~~Consumable ~~Recognition~~Products

~~Administrative~~The ~~Websites~~company markets a nutritional drink called “Zeal”. Revenue from the sale of this consumable product is recognized upon shipment of the product.

~~Company’s~~Marketing ~~independent~~Fees ~~representatives~~and ~~pay a fee to the Company entitling them to use of websites that facilitate their business operations. Revenue is recognized ratably over the website subscription period.~~Materials

~~Advertising~~The ~~Sales~~Company also earns ancillary revenue from the sale of marketing materials to sales consultants. Revenue is recognized when marketing materials are delivered.

~~The~~Membership Company markets subscriptions to a service that facilitates the ability of customers, typically small business owners, to display commercial advertising via an on-line search directory. Revenue is recognized ratably over the advertising subscription period.Fees

~~Commissions~~Prior to exiting the discount fee for service business, the Company recognized revenues from membership fees as earned for the sales of other lifestyle discount benefit programs, such as household protection and personal financial services. These arrangements were generally renewable monthly and revenue was recognized over the renewal period. These products included elements sold through contracts with third-party providers. Based on consideration of each contractual arrangement, revenue was reported on a gross basis.

~~The~~Use ~~Company is paid a commission for its sales~~ of ~~third-party products. Commissions are recognized as products are sold and services performed and the Company has accomplished all activities necessary to complete the earnings process.~~ Estimates

17The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including the allowance for sales refunds and chargebacks, capitalization of certain assets, depreciable/amortizable lives, impairment of long-lived assets, determination of amount of allowance for doubtful accounts, the fair value of marketable securities, the expected volatility of common stock, and the fair value of common stock and warrants as well as the allocation of proceeds from the issuance of debt and equity instruments. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable.

~~Consumable~~Marketable ~~Products~~Securities

The ~~company~~Company’s ~~markets~~marketable securities consist of non-registered common stock. The Company fair values these securities on a ~~nutritional~~recurring ~~drink~~basis ~~called~~and ~~“Zeal”~~has accounted for these securities as trading securities in accordance with U. ~~Revenue~~S. ~~from~~GAAP. These investments are carried in the ~~sale~~accompanying consolidated balance sheet at fair value, with the difference between cost and fair value (unrealized gains and losses) included in the Statement of ~~this~~Operations. Marketable ~~consumable~~securities ~~product~~are isclassified ~~recognized~~as ~~upon~~current ~~shipment~~assets as they are available to meet the current operating needs of the ~~product~~Company.

~~Marketing~~Share-Based ~~Fees and Materials~~Compensation

~~Prior~~The toCompany ~~January~~recognizes ~~2011,~~ the ~~independent~~cost ~~sales~~resulting from ~~consultants~~all ~~paid~~share-based ~~the~~payment ~~Company~~transactions anin ~~annual~~the ~~fee~~financial tostatements ~~become~~using ~~marketing~~a ~~representatives~~fair-value-based onmeasurement ~~behalf of the Company~~method. In The Company ~~exchange,~~uses the ~~representatives~~Black-Scholes ~~received~~Option ~~access,~~Pricing onModel anin ~~annual~~computing ~~basis,~~the tofair ~~various~~value ~~marketing~~of ~~and~~warrant ~~promotional~~instrument ~~materials and tools, as well as access to a customized management reporting platform~~issuances. ~~Accordingly, revenue from marketing fees is recognized over an annual period.~~

The ~~Company~~measurement ~~also~~date ~~earns~~for ~~ancillary~~valuing ~~revenue~~share-based payments ~~from~~made to non-employees is the ~~sale~~earlier of ~~marketing~~the ~~materials~~date at which a commitment for performance by the counterparty to ~~sales~~earn ~~consultants. Revenue~~the equity instruments is ~~recognized~~reached ~~when~~or ~~marketing~~the ~~materials~~date ~~are~~at ~~delivered~~which the counterparty’s performance is complete.

~~Membership~~Convertible ~~Fees~~Instruments

The Company ~~recognizes~~reviews ~~revenues~~the ~~from~~terms ~~membership~~of ~~fees~~convertible debt asand ~~earned~~preferred stock for indications requiring bifurcation and separate accounting for the ~~sales~~embedded conversion feature. Generally, embedded conversion features where the ability to physical or net-share settle the conversion option is not within the control of ~~other~~the ~~lifestyle~~Company ~~discount~~or ~~benefit~~the ~~programs,~~number ~~such~~of asshares ~~household~~is ~~protection~~variable are bifurcated and ~~personal~~accounted for as derivative financial ~~services~~instruments. ~~These~~ ~~arrangements~~(See ~~are~~Derivative Financial ~~generally~~Instruments ~~renewable~~below.) ~~monthly~~Bifurcation ~~and~~of ~~revenue~~the isembedded ~~recognized~~derivative ~~over~~instrument requires allocation of the ~~renewal~~proceeds ~~period. These~~first ~~products~~to the ~~often~~fair ~~include~~value ~~elements~~of ~~sold~~the ~~through~~embedded ~~contracts~~derivative instrument with ~~third-party~~the ~~providers~~residual allocated to the host instrument. ~~Based~~ onThe ~~consideration~~resulting ofdiscount to ~~each~~the ~~contractual~~debt ~~arrangement,~~instrument ~~revenue~~or to the redemption value of convertible preferred securities is ~~reported~~accreted onthrough aperiodic ~~gross~~charges ~~basis~~to interest expense over the term of the note or to dividends over the period to earliest conversion date using the effective interest rate method, respectively.

~~Use of Estimates~~18

~~The~~Derivative ~~preparation~~Financial of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including the allowance for sales refunds and chargebacks, capitalization of certain assets, depreciable/amortizable lives, impairment of long-lived assets, determination of amount of allowance for doubtful accounts, the fair value of marketable securities, the expected volatility of common stock, and the fair value of common stock and warrants as well as the allocation of proceeds from the issuance of debt and equity instruments. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable.Instruments

~~Marketable~~The ~~Securities~~Company does not use derivative financial instruments to hedge exposures to cash-flow or market risks. However, certain other financial instruments, such as warrants to purchase the Company’s common stock and the embedded conversion features of debt and preferred instruments that are not considered indexed to the Company’s common stock are classified as liabilities when either (a) the holder possesses rights to net-cash settlement, (b) physical or net share settlement is not within the control of the Company, or (c) based on its anti-dilutive provisions. In such instances, net-cash settlement is assumed for financial accounting and reporting. Such financial instruments are initially recorded at fair value and subsequently adjusted to fair value at the close of each reporting period. Fair value for option-based derivative financial instruments is determined using the Black-Scholes Option Pricing Model.

~~The~~Income Company’s marketable securities consist of non-registered common stock. The Company fair values these securities on a recurring basis and has accounted for these securities as trading securities in accordance with U.S. GAAP. These investments are carried in the accompanying consolidated balance sheet at fair value, with the difference between cost and fair value (unrealized gains and losses) included in the Statement of Operations. Marketable securities are classified as current assets as they are available to meet the current operating needs of the Company.Taxes

~~Share-Based~~The ~~Compensation~~Company accounts for income taxes using an asset and liability method pursuant to which deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided against deferred tax assets based on the weight of available evidence when it is more likely than not that some or all of the deferred tax assets will not be realized.

~~The~~When ~~Company~~tax ~~recognizes~~returns are filed, it is highly certain that some positions taken would be sustained upon examination by the ~~cost~~taxing ~~resulting~~authorities, ~~from~~while ~~all~~others ~~share-based~~are ~~payment~~subject ~~transactions~~to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements ~~using~~in athe ~~fair~~period during which, based on all available evidence, we believe it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-~~value~~likely-~~based~~than-not ~~measurement~~recognition threshold ~~method~~are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The ~~Company~~portion ~~uses~~of the ~~Black-Scholes~~benefits ~~Option~~associated ~~Pricing~~with ~~Model~~tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in ~~computing~~the accompanying balance sheet along with any associated interest and penalties that would be payable to the ~~fair~~taxing ~~value~~authorities ofupon ~~warrant~~examination. ~~instrument~~Interest ~~issuances~~and penalties associated with unrecognized tax benefits are classified as income tax expense in the statement of operations.

~~The~~Fair ~~measurement~~Value date for valuing share-based payments made to non-employees is the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached or the date at which the counterparty’s performance is complete.Measurements

~~Convertible~~U.S. ~~Instruments~~GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability to a third party with the same credit standing (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. In many cases, the exit price and the transaction (or entry) price will be the same at initial recognition. However, in certain cases, the transaction price may not represent fair value. Fair value is a market-based measurement determined based on a hypothetical transaction at the measurement date, considered from the perspective of a market participant, not based solely upon the perspective of the reporting entity. When quoted prices are not used to determine fair value, consideration is given to three broad valuation techniques: (i) the market approach, (ii) the income approach, and (iii) the cost approach. Entities are required to determine the most appropriate valuation technique to use, given what is being measured and the availability of sufficient inputs. Inputs to fair valuation techniques are prioritized, allowing for the use of unobservable inputs to the extent that observable inputs are not available. The applicable guidance establishes a three-level hierarchy, based on the priority of the inputs to the respective valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). An asset or liability’s classification within the fair value hierarchy is based on the lowest level of significant input to its valuation. The input levels are defined as follows:

The Company reviews the terms of convertible debt and preferred stock for indications requiring bifurcation and separate accounting for the embedded conversion feature. Generally, embedded conversion features where the ability to physical or net-share settle the conversion option is not within the control of the Company or the number of shares is variable are bifurcated and accounted for as derivative financial instruments. (See Derivative Financial Instruments below.) Bifurcation of the embedded derivative instrument requires allocation of the proceeds first to the fair value of the embedded derivative instrument with the residual allocated to the host instrument. The resulting discount to the debt instrument or to the redemption value of convertible preferred securities is accreted through periodic charges to interest expense over the term of the note or to dividends over the period to earliest conversion date using the effective interest rate method, respectively.

Level 1	Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2	Quoted prices in markets that are not active or inputs that are observable either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities other than quoted prices in Level 1, quoted prices in markets that are not active, or other inputs that are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3	Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability. Level 3 assets and liabilities include those whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as those for which the determination of fair value requires significant management judgment or estimation.

1819

~~Derivative~~ITEM ~~Financial~~7A. QUANTITATIVE ~~Instruments~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~The~~Not ~~Company does not use derivative financial instruments to hedge exposures to cash-flow or market risks~~applicable. However, certain other financial instruments, such as warrants to purchase the Company’s common stock and the embedded conversion features of debt and preferred instruments that are not considered indexed to the Company’s common stock are classified as liabilities when either (a) the holder possesses rights to net-cash settlement, (b) physical or net share settlement is not within the control of the Company, or (c) based on its anti-dilutive provisions. In such instances, net-cash settlement is assumed for financial accounting and reporting. Such financial instruments are initially recorded at fair value and subsequently adjusted to fair value at the close of each reporting period. Fair value for option-based derivative financial instruments is determined using the Black-Scholes Option Pricing Model.

~~Income~~ITEM ~~Taxes~~8. FINANCIAL STATEMENTS.

The Company accounts for income taxes using an asset and liability method pursuant to which deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided against deferred tax assets based on the weight of available evidence when it is more likely than not that some or all of the deferred tax assets will not be realized.20

~~When~~Report ~~tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits~~ of ~~the~~Independent ~~position~~Registered ~~taken~~Public Accounting or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, we believe it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits are classified as income tax expense in the statement of operations.Firm

~~Fair~~To ~~Value~~the ~~Measurements~~Board of Directors and Stockholders

~~U.S.~~Zurvita GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability to a third party with the same credit standing (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. In many casesHoldings, ~~the exit price and the transaction (or entry) price will be the same at initial recognition~~Inc. However, in certain cases, the transaction price may not represent fair value. Fair value is a market-based measurement determined based on a hypothetical transaction at the measurement date, considered from the perspective of a market participant, not based solely upon the perspective of the reporting entity. When quoted prices are not used to determine fair value, consideration is given to three broad valuation techniques: (i) the market approach, (ii) the income approach, and (iii) the cost approach. Entities are required to determine the most appropriate valuation technique to use, given what is being measured and the availability of sufficient inputs. Inputs to fair valuation techniques are prioritized, allowing for the use of unobservable inputs to the extent that observable inputs are not available. The applicable guidance establishes a three-level hierarchy, based on the priority of the inputs to the respective valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). An asset or liability’s classification within the fair value hierarchy is based on the lowest level of significant input to its valuation. The input levels are defined as follows:

~~Level~~Houston, ~~1 Unadjusted quoted prices in active markets for identical assets or liabilities.~~Texas

~~Level~~We 2have ~~Quoted~~audited ~~prices~~the inaccompanying ~~markets~~consolidated balance ~~that~~sheets ~~are~~of ~~not~~Zurvita ~~active~~Holdings, ~~or inputs that are observable either directly or indirectly~~Inc. ~~Level~~as 2of ~~inputs~~July ~~include~~31, ~~quoted~~2012 ~~prices~~and ~~for~~July ~~similar~~31, ~~assets~~2011, orand ~~liabilities~~the ~~other~~related ~~than~~consolidated ~~quoted~~statements ~~prices~~of inoperations, stockholders' ~~Level 1~~deficit, ~~quoted~~and ~~prices~~cash inflows ~~markets~~for ~~that~~the ~~are~~years ~~not~~then ~~active,~~ended. orThese ~~other~~financial ~~inputs~~statements ~~that~~ are ~~observable~~the orresponsibility ~~can~~of bethe ~~derived~~Company's management. ~~principally~~Our ~~from~~responsibility oris ~~corroborated~~to byexpress ~~observable~~an ~~market~~opinion ~~data~~on ~~for~~these ~~substantially~~financial ~~the~~statements ~~full~~based ~~term~~on ofour ~~the assets or liabilities~~audits.

~~Level~~We 3conducted ~~Unobservable~~our ~~inputs~~audits ~~that~~in ~~are~~accordance ~~supported~~with the bystandards ~~little~~of orthe noPublic ~~market~~Company ~~activity~~Accounting ~~and~~Oversight ~~are~~Board ~~significant~~(United toStates). ~~the~~Those ~~fair~~standards ~~value~~require ofthat ~~the~~we ~~assets~~plan orand ~~liabilities.~~perform the ~~Unobservable~~audit ~~inputs~~to ~~reflect~~obtain ~~the~~reasonable ~~reporting~~assurance ~~entity’s~~about ~~own~~whether ~~assumptions~~the ~~about~~financial ~~the~~statements ~~assumptions~~are ~~that~~free ~~market~~of ~~participants~~material ~~would~~misstatement. ~~use~~An inaudit ~~pricing~~includes examining, ~~the~~on ~~asset~~a ortest ~~liability.~~basis, ~~Level~~evidence 3supporting ~~assets~~the amounts and ~~liabilities~~disclosures ~~include~~in ~~those~~the ~~whose~~financial ~~values~~statements. ~~are~~An ~~determined~~audit ~~using~~also ~~pricing~~includes assessing ~~models,~~the ~~discounted~~accounting ~~cash~~principles ~~flow~~used ~~methodologies,~~and orsignificant ~~similar~~estimates ~~techniques~~made by management, as well as ~~those~~evaluating ~~for~~the ~~which~~overall ~~the~~financial statement ~~determination~~presentation. ofWe ~~fair~~believe ~~value~~that ~~requires~~our ~~significant~~audits ~~management~~provide ~~judgment~~a orreasonable ~~estimation~~basis for our opinion.

19In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Zurvita Holdings, Inc. as of July 31, 2012 and July 31, 2011, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

~~ITEM~~The 7Aaccompanying financial statements have been prepared assuming that the Company will continue as a going concern. ~~QUANTITATIVE~~As ~~AND~~discussed ~~QUALITATIVE~~in ~~DISCLOSURES~~Note ~~ABOUT~~1 ~~MARKET~~to ~~RISK~~the financial statements, the Company has suffered recurring losses from operations and has not generated sufficient cash flows from operations to meet its needs. This raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Not~~/s/ ~~applicable~~Thomas Howell Ferguson P.A.

20Tampa, Florida

~~ITEM~~November 8.15, ~~FINANCIAL STATEMENTS.~~2012

~~Report of Independent Registered Public Accounting Firm~~21

ToZURVITA ~~the~~HOLDINGS, ~~Board of Directors and Stockholders~~INC.

~~Zurvita~~ CONSOLIDATED ~~Holdings,~~BALANCE ~~Inc.~~SHEETS

Houston, Texas

	July 31, 2012			July 31, 2011
ASSETS
Current assets
Cash	$	239,375		$	906
Marketable securities (at fair value)		–			36,800
Accounts receivable		347,533			202,710
Deferred expenses		1,500			50,315
Prepaid expenses		89,808			40,054
Total current assets		678,216			330,785

Property, plant and equipment (net)		59,473			73,551

Merchant account deposit		213,651			–
Total assets	$	951,340		$	404,336

LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	302,511		$	236,809
Accounts payable - related party		125,998			319,816
Notes payable - current		158,127			158,127
Notes payable - related party		700,000			465,000
Accrued expenses		837,244			313,140
Deferred revenue		80,161			114,796
Deferred compensation - related party		–			97,546
Income tax payable		2,822			4,486
Total current liabilities		2,206,863			1,709,720

Notes payable - long term		–			1,961,860
Fair value of warrants		262,799			299,600
Total liabilities		2,469,662			3,971,180

Redeemable preferred stock		8,825,291			6,026,747

Stockholders' deficit
Common stock ($.0001 par value, 300,000,000 shares authorized; 69,498,713 and 69,497,713 shares issued and 61,498,713 and 12,750,954 shares outstanding as of July 31, 2012 and July 31, 2011, respectively)		7,316			6,950
Additional paid-in capital		10,469,335			10,384,491
Accumulated deficit		(20,210,264	)		(19,775,032	)
Treasury stock		(610,000	)		(210,000	)
Total stockholders' deficit		(10,343,613	)		(9,593,591	)

Total liabilities, redeemable preferred stock and stockholders' deficit	$	951,340		$	404,336

WeThe ~~have audited the~~ accompanying ~~consolidated~~notes ~~balance~~are ~~sheets~~an ofintegral ~~Zurvita Holdings, Inc. as~~ part of ~~July~~these ~~31, 2011 and July 31, 2010, and the related~~ consolidated ~~statements of operations, stockholders' deficit, and cash flows for the years then ended. These~~ financial statements ~~are the responsibility of the Company's management~~. ~~Our responsibility is to express an opinion on these financial statements based on our audits.~~

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.22

InZURVITA ~~our opinion~~HOLDINGS, ~~the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Zurvita Holdings, Inc~~INC. ~~as of July 31, 2011 and July 31, 2010, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.~~

~~The~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~financial~~OF statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has not generated sufficient cash flows from operations to meet its needs. This raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.OPERATIONS

/s/ Meeks International, LLC

	For the Year Ended
	July 31,
	2012			2011
REVENUES
Administrative websites	$	608,140		$	1,233,233
Advertising sales		158,460			703,032
Commissions		260,138			450,149
Consumable products		6,471,840			958,655
Marketing fees and materials		269,599			836,972
Membership fees		125,616			446,493
Total revenues		7,893,793			4,628,534

COST OF SALES
Benefit and service cost		599,267			1,143,321
Consumable products manufacturing cost		1,764,293			200,142
Sales commissions		4,150,418			1,863,690
Total cost of sales		6,513,978			3,207,153

GROSS PROFIT		1,379,815			1,421,381

OPERATING EXPENSES
Depreciation		32,914			37,254
Office related expenses		537,960			543,713
Payroll and employee benefits		1,854,733			2,231,322
Professional fees		679,027			880,835
Selling and marketing		941,289			1,668,545
Travel		126,428			206,422
Total operating expenses		4,172,351			5,568,091

Loss from operations before other income (expenses)		(2,792,536	)		(4,146,710	)

OTHER INCOME (EXPENSE)
Gain on change in fair value of share conversion feature		–			462,013
Gain (loss) on change in fair value of warrants		38,256			6,094,400
Gain (loss) on extinguishment of debt		2,676,167			14,000
Gain on sale of noncomponent entity		–			51,937
Interest expense		(319,812	)		(362,141	)
Interest income		2,315			4,766
Loss on change in fair value of marketable securities		(36,800	)		(443,200	)
Loss on note receivable		–			(52,000	)
Total other income (expense)		2,360,126			5,769,775

(Loss) income before income taxes		(432,410	)		1,623,065

Income taxes		2,822			4,486

Net (loss) income	$	(435,232	)	$	1,618,578

Basic and diluted earnings (loss) per share	$	(0.03	)	$	0.03

Basic and diluted weighted average number of common shares outstanding		12,750,954			61,498,713

~~Tampa,~~The ~~Florida~~accompanying notes are an integral part of these consolidated financial statements.

~~October 28, 2011~~23

21ZURVITA HOLDINGS, INC.

~~ZURVITA~~CONSOLIDATED ~~HOLDINGS,~~STATEMENTS ~~INC.~~OF STOCKHOLDERS' DEFICIT

~~CONSOLIDATED~~For ~~BALANCE~~the ~~SHEETS~~Year Ended July 31, 2012

	July 31, 2011			July 31, 2010
	Shares Common Stock			Common Stock			Treasury Stock			Additional Paid-In Capital		Accumulated Deficit			Total Stockholder's Deficit
				As Adjusted
Balance, July 31, 2010		61,497,713		$	6,950		$	(210,000	)	$	9,978,738	$	(21,393,610	)	$	(11,617,923	)
				(Note 3)
Share-based compensation		–			–			–			405,253		–			405,253
ASSETS
Exercise of comon stock warrants		1,000			–			–			500		–			500
Current assets
Net loss available to common stockholders		–			–			–			–		1,618,578			1,618,578
Cash	$	906		$	289,442
Balance, July 31, 2011		61,498,713		$	6,950		$	(210,000	)	$	10,384,491	$	(19,775,032	)	$	(9,593,592	)
Marketable securities (at fair value)		36,800			480,000
Share-based compensation		–			–			–			55,210		–			55,210
Note receivable - related party		-			1,702,000
Exercise of comon stock warrants		3,662,241			366			–			29,634		–			30,000
Accounts receivable		202,710			137,123
Treasury stock purchase		(52,410,000	)		–			(400,000	)		–		–			(400,000	)
Agent advanced compensation		-			448,553
Net loss available to common stockholders		–			–			–			–		(435,232	)		(435,232	)
Deferred expenses		50,315			127,351
Balance, July 31, 2012		12,750,954		$	7,316		$	(610,000	)	$	10,469,335	$	(20,210,264	)	$	(10,343,613	)
Prepaid expenses		40,054			41,173
Total current assets		330,785			3,225,642
Property, plant and equipment (net)		73,551			94,965
Merchant account deposit		-			115,333
Total assets	$	404,336		$	3,435,940
LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	236,809		$	249,762
Accounts payable - related party		319,816			243,066
Notes payable - current		158,127			284,967
Notes payable - related party		465,000			-
Accrued expenses		313,140			332,217
Deferred revenue		114,796			808,957
Deferred compensation - related party		97,546			110,238
Income tax payable		4,486			2,628
Total current liabilities		1,709,720			2,031,835
Notes payable - long term		1,961,860			1,639,268
Fair value of share conversion feature		-			462,013
Fair value of warrants		299,600			6,370,000
Total liabilities		3,971,180			10,503,116
Redeemable preferred stock		6,026,747			4,550,747
Stockholders' deficit
Common stock ($.0001 par value, 300,000,000 shares authorized; 69,498,713 and 69,497,713 shares issued and 61,498,713 and 61,497,713 shares outstanding as of July 31, 2011 and July 31, 2010, respectively)		6,950			6,950
Treasury stock		(210,000	)		(210,000	)
Additional paid-in capital		10,384,491			9,978,738
Accumulated deficit		(19,775,032	)		(21,393,611	)
Total stockholders' deficit		(9,593,591	)		(11,617,923	)
Total liabilities, redeemable preferred stock and stockholders' deficit	$	404,336		$	3,435,940

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

2224

ZURVITA HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~CASH FLOWS

	For the Year Ended
	July 31,
	July 31, 2012			July 31, 2011
	2011			2010
Cash flows from operating activities
REVENUES
Net income (loss)	$	(435,232	)	$	1,618,579
Administrative websites	$	1,233,233		$	2,055,060
Adjustments to reconcile net (loss) income to net cash (used) in operating activities:
Advertising sales		703,032			936,230
Amortization of note payable discount		–			192,372
Commissions		450,149			479,225
Depreciation		32,915			37,255
Consumable products		958,655			-
Share-based compensation		84,844			405,253
Marketing fees and materials		836,972			1,911,851
Gain on change in fair value of share conversion feature		–			(462,013	)
Membership fees		446,493			923,654
Gain on sale of noncomponent entity		–			(51,937	)
Total revenues		4,628,534			6,306,020
Gain on change in fair value of warrants		(38,256	)		(6,094,400	)
COST OF SALES
Gain on extinguishment of debt		(1,961,860	)		(14,000	)
Benefit and service cost		1,143,321			1,577,858
Loss on change in fair value of marketable securities		36,800			443,200
Consumable products manufacturing cost		200,142			-
Loss on note receivable		–			52,000
Sales commissions		1,863,690			3,042,922
Changes in operating assets and liabilities
Total cost of sales		3,207,153			4,620,780
Increase in accounts receivable		(144,818	)		(65,586	)
GROSS PROFIT		1,421,381			1,685,240
Decrease in agent advanced compensation		–			448,553
OPERATING EXPENSES
Decrease (increase) in deferred expenses		48,815			77,037
Depreciation		37,254			35,555
Decrease (increase) in prepaid expenses		(263,409	)		20,745
Impairment loss on marketing agreement		-			2,000,000
Increase in accounts payable and accrued expenses		394,322			306,130
Office related expenses		543,713			412,587
Decrease in deferred revenue		(34,635	)		(694,161	)
Payroll and employee benefits		2,231,322			1,887,185
Decrease (increase) in deferred compensation related party		(97,546	)		(12,692	)
Professional fees		880,835			1,276,437
Net cash (used) in operating activities		(2,378,060	)		(3,793,665	)
Selling and marketing		1,668,545			2,949,708
Cash flows from investing activities:
Travel		206,422			206,967
Identifiable assets sold		–			(63	)
Total operating expenses		5,568,091			8,768,439
Proceeds from promissory note receivable		–			1,702,000
Loss from operations before other income (expenses)		(4,146,710	)		(7,083,199	)
Purchase of property and equipment		(18,837	)		(15,840	)
OTHER INCOME (EXPENSE)
Net cash provided by (used in) investing activities		(18,837	)		1,686,097
Gain on change in fair value of share conversion feature		462,013			131,413
Cash flows from financing activities:
Gain (loss) on change in fair value of warrants		6,094,400			(3,980,580	)
Proceeds from borrowings		700,000			465,000.00
Gain (loss) on extinguishment of debt		14,000			(50,000	)
Proceeds from exercise of warrants		366			500
Gain on sale of non-component entity		51,937			-
Proceeds from sale of preferred stock		2,800,000			1,500,000
Interest expense		(362,141	)		(270,919	)
Principal payments made on notes payable		(465,000	)		(146,468	)
Interest income		4,766			11,741
Treasury stock repurchase		(400,000	)
Loss on change in fair value of marketable securities		(443,200	)		(290,000	)
Net cash provided by financing activities		2,635,366			1,819,032
Loss on note receivable		(52,000	)		-
Net change in cash balance		238,469			(288,536	)
Total other income (expense)		5,769,775			(4,448,345	)
Beginning cash		906			289,442
Income (loss) before income taxes		1,623,065			(11,531,544	)
Ending cash	$	239,375		$	906
Income tax (benefit)		4,486			(19,629	)
Supplemental disclosure of cash flow information
Net income (loss)	$	1,618,579		$	(11,511,915	)
Cash paid for interest	$	2,644		$	13,750
Basic and diluted earnings (loss) per share	$	0.03		$	( 0.20	)
Cash paid for taxes	$	9,484		$	2,627
Basic and diluted weighted average number of common shares outstanding		61,498,713			56,711,644

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

2325

ZURVITA HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED JULY 31, 2012 and 2011

~~CONSOLIDATED~~NOTE ~~STATEMENTS~~1 OF– ~~STOCKHOLDERS'~~NATURE ~~DEFICIT~~OF OPERATIONS

	Shares Common Stock		Common Stock		Treasury Stock			Additional Paid-In Capital		Accumulated Deficit			Total Stockholder's Deficit
Balance, July 31, 2009 (As Adjusted See Note 3)		56,440,000	$	6,444	$	(210,000	)	$	9,094,182	$	(9,881,696	)	$	(991,070	)
Share-based compensation		4,203,447		421		-			618,006		-			618,427
Exercise of comon stock warrants		60,565		6		-			30,276		-			30,282
Reclassification of liability warrants to equity		593,701		59		-			186,294		-			186,353
Issuance of common stock in connection with debt restructure		200,000		20		-			49,980		-			50,000
Net loss available to common stockholders		-		-		-			-		( 11,511,915	)		(11,511,915	)
Balance, July 31, 2010		61,497,713	$	6,950	$	( 210,000	)	$	9,978,738	$	( 21,393,611	)	$	( 11,617,923	)
Share-based compensation		-		-		-			405,253		-			405,253
Exercise of comon stock warrants		1,000		-		-			500		-			500
Net income available to common stockholders		-		-		-			-		1,618,579			1,618,579
Balance, July 31, 2011		61,498,713	$	6,950	$	( 210,000	)	$	10,384,491	$	( 19,775,032	)	$	( 9,593,591	)

Our consolidated financial statements include the accounts of Zurvita Holdings, Inc. (referred to herein as the “Company,” “Zurvita Holdings,” “we,” “us” or “our”) and our wholly-owned subsidiary Zurvita, Inc. (Zurvita). Material intercompany transactions and balances have been eliminated upon consolidation. Zurvita Holdings is a national network marketing company offering high-quality products targeting individuals and families with a strong foothold in small town America and expanding into national urban centers. Products are sold through Zurvita’s network of independent sales consultants.

~~The~~Management’s ~~accompanying~~Assessment ~~notes are an integral part~~ of ~~these consolidated financial statements.~~ Liquidity

24Since the Company’s inception, the Company has primarily met its operating cash requirements through equity contributions from The Amacore Group, Inc. (Amacore), who was the Company’s sole shareholder prior to July 30, 2009. Subsequent to July 30, 2009, the Company has sold several series of preferred stock for gross proceeds of $6.8 million to another related party. We are using the proceeds from the sale of preferred stock to subsidize the Company’s operations as the Company’s revenues and operating cash flows are not currently sufficient to support the Company’s current operations.

~~ZURVITA~~At ~~HOLDINGS~~July 31, ~~INC~~2012, the Company had negative working capital of approximately $1.5 million, an accumulated deficit of approximately $20.2 million and negative cash flows from operating activities of approximately $2.4 million.

~~CONSOLIDATED~~Additional ~~STATEMENTS~~cash OFresources ~~CASH~~may ~~FLOWS~~be required should the Company not meet its sales targets, exceed its projected operating costs, wish to accelerate sales or complete one or more acquisitions or if unanticipated expenses arise or are incurred.

	For the Year Ended
	July 31, 2011			July 31, 2010
Cash flows from operating activities
Net income (loss)	$	1,618,579		$	(11,511,915	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Amortization of note payable discount		192,372			140,307
Amortization of deferred marketing costs		-			657,400
Depreciation		37,255			35,555
Share-based compensation		405,253			682,138
Gain on change in fair value of share conversion feature		(462,013	)		(131,413	)
Gain on sale of noncomponent entity		(51,937	)		-
(Gain) loss on change in fair value of warrants		(6,094,400	)		3,980,580
Gain on extinguishment of debt		(14,000	)		-
Loss on change in fair value of marketable securities		443,200			290,000
Loss on debt restructure		-			50,000
Loss on impairment on marketing agreement		-			2,000,000
Loss on note receivable		52,000			-
Changes in operating assets and liabilities
Increase in accounts receivable		(65,586	)		(89,391	)
Decrease in agent advanced compensation		448,553			749,793
Decrease (increase) in deferred expenses		77,037			(127,351	)
Decrease (increase) in prepaid expenses		20,745			(17,047	)
Increase in accounts payable and accrued expenses		306,130			174,429
Decrease in deferred revenue		(694,161	)		(125,364	)
Decrease (increase) in deferred compensation related party		(12,692	)		110,238
Net cash (used in) operating activities		(3,793,665	)		(3,132,041	)
Cash flows from investing activities:
Net identifiable assets sold		(63	)		-
Net proceeds from promissory note recievable		1,702,000			-
Purchase of promissory note		-			(1,702,000	)
Purchase of property and equipment		( 15,840	)		(18,484	)
Purchase of marketable securities		-			(770,000	)
Net cash provided by (used in) investing activities		1,686,097			(2,490,484	)
Cash flows from financing activities:
Advanced security proceeds		-			-
Proceeds from borrowings		465,000			-
Proceeds from exercise of warrants		500			30,282
Proceeds from sale of preferred stock		1,500,000			5,300,000
Principal payments made on notes payable		(146,468	)		(809,268	)
Net cash provided by financing activities		1,819,032			4,521,014
Net change in cash balance		(288,536	)		(1,101,511	)
Beginning cash		289,442			1,390,953
Ending cash	$	906		$	289,442
Supplemental disclosure of cash flow information
Cash paid for interest	$	13,750		$	33,435
Cash paid for taxes	$	2,627		$	-

The Company does not currently maintain a line of credit or term loan with any commercial bank or other financial institution and has not made any other arrangements to obtain additional financing. We can provide no assurance that we will not require additional financing. Likewise, we can provide no assurance that if we need additional financing that it will be available in an amount or on terms acceptable to us, if at all. If we are unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms favorable to us, we may be unable to execute our business plan or pay our costs and expenses as they are incurred, which could have a material, adverse effect on our business, financial condition and results of operations.

~~The~~These ~~accompanying~~issues ~~notes~~raise ~~are~~substantial andoubt ~~integral~~about our ~~part~~ability to continue as a going concern for a reasonable period. Management is attempting to enhance the operations of ~~these~~the ~~consolidated~~Company to achieve and maintain cash-positive operations. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

25NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~ZURVITA~~In ~~HOLDINGS~~June 2009, ~~INC~~the Financial Accounting Standards Board (“FASB”) approved FASB Accounting Standards Codification (“Codification”) as the single source of authoritative accounting guidance used in the preparation of financial statements in conformity with U.S. GAAP for all non-governmental entities. Codification, which changed the referencing and organization of accounting guidance without modification of existing U.S. GAAP, is effective for interim and annual periods ending after September 15, 2009. Since it did not modify existing U.S. GAAP, Codification did not have any impact on the Company’s financial condition or results of operations.

~~NOTES~~Revenue ~~TO CONSOLIDATED FINANCIAL STATEMENTS~~Recognition

~~FOR~~Administrative ~~THE YEARS ENDED JULY 31, 2011 and 2010~~Websites

~~NOTE~~Company’s 1independent –representatives pay ~~NATURE~~a OFfee ~~OPERATIONS~~to the Company entitling them to use of websites that facilitate their business operations. Revenue is recognized ratably over the website subscription period.

~~Our~~Advertising consolidated financial statements include the accounts of Zurvita Holdings, Inc. (referred to herein as the “Company,” “Zurvita Holdings,” “we,” “us” or “our”) and our wholly-owned subsidiary Zurvita, Inc. (Zurvita). Material intercompany transactions and balances have been eliminated upon consolidation. Zurvita Holdings is a national network marketing company offering high-quality products and services targeting individuals, families and small businesses. Products are sold through Zurvita’s network of independent sales consultants.Sales

The Company markets subscriptions to a ~~Management’s~~service ~~Assessment~~that facilitates the ability of ~~Liquidity~~customers, typically small business owners, to display commercial advertising via an on-line search directory. Revenue is recognized ratably over the advertising subscription period.

Since the Company’s inception, the Company has primarily met its operating cash requirements through equity contributions from The Amacore Group, Inc. (Amacore), who was the Company’s sole shareholder prior to July 30, 2009. Subsequent to July 30, 2009, the Company has sold several series of preferred stock for gross proceeds of $6.8 million to another related party. We are using the proceeds from the sale of preferred stock to subsidize the Company’s operations as the Company’s revenues and operating cash flows are not currently sufficient to support the Company’s current operations.26

At July 31, 2011, the Company had negative working capital of approximately $1.3 million, an accumulated deficit of approximately $19.8 million and negative cash flows from operating activities of approximately $3.8 million. Since the date of inception, the Company has used approximately $10.1 million in operations.Commissions

The Company ~~believes~~is ~~that~~paid ~~without~~a ~~the~~commission ~~support~~for of its sales ~~related~~of third-party ~~stockholders~~products. ~~its~~Commissions ~~cash~~are ~~resources~~recognized ~~would~~as beproducts ~~insufficient~~are tosold ~~sustain~~and ~~current~~services ~~planned~~performed ~~operations~~and ~~for~~ the ~~next 12 months. Additional cash resources may be required should the~~ Company ~~not~~has ~~meet~~accomplished all ~~its~~activities ~~sales~~necessary ~~targets, exceed its projected operating costs, wish~~ to ~~accelerate sales or~~ complete ~~one~~the orearnings ~~more acquisitions or if unanticipated expenses arise or are incurred~~process.

~~These~~The ~~issues~~company ~~raise~~markets ~~substantial~~a ~~doubt~~nutritional ~~about~~drink called ~~our~~“Zeal”. ~~ability~~Revenue tofrom ~~continue~~the assale aof ~~going~~this ~~concern~~consumable ~~for~~product ais ~~reasonable~~recognized ~~period~~upon shipment of the product.

~~NOTE~~Marketing 2Fees –and ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~Materials

InThe ~~June~~Company ~~2009,~~also ~~the~~earns ~~Financial~~ancillary ~~Accounting~~revenue from ~~Standards Board (“FASB”) approved FASB Accounting Standards Codification (“Codification”) as~~ the ~~single~~sale ~~source~~ of ~~authoritative~~marketing ~~accounting~~materials ~~guidance~~to ~~used~~sales ~~in the preparation of financial statements in conformity with U~~consultants.S. Revenue ~~GAAP for all non-governmental entities. Codification, which changed the referencing and organization of accounting guidance without modification of existing U.S. GAAP,~~ is ~~effective~~recognized ~~for~~when ~~interim~~marketing ~~and~~materials ~~annual~~are ~~periods ending after September 15, 2009~~delivered. ~~Since it did not modify existing U.S. GAAP, Codification did not have any impact on the Company’s financial condition or results of operations.~~

~~Revenue~~Membership ~~Recognition~~Fees

~~Administrative~~The ~~Websites~~Company recognizes revenues from membership fees as earned for the sales of other lifestyle discount benefit programs, such as household protection and personal financial services. These arrangements are generally renewable monthly and revenue is recognized over the renewal period.

~~Company’s~~Refunds ~~independent~~and ~~representatives pay a fee to the Company entitling them to use of websites that facilitate their business operations. Revenue is recognized ratably over the website subscription period.~~Chargebacks

~~Advertising~~The ~~Sales~~Company records a reduction in revenue for estimated refunds and chargebacks from credit card companies based upon actual history and management’s evaluation of current facts and circumstances. Refunds and chargebacks totaled approximately $72 thousand and $129 thousand for the year ended July 31, 2012 and 2011, respectively, and were recorded as a reduction of revenue in the accompanying statements of operations. Estimates for an allowance for refunds and chargebacks totaled approximately $10 thousand and is included in accrued expenses in the accompanying consolidated balance sheets as of July 31, 2012 and July 31, 2011.

~~The~~Selling ~~Company~~and ~~markets~~Marketing subscriptions to a service that facilitates the ability of customers, typically small business owners, to display commercial advertising via an on-line search directory. Revenue is recognized ratably over the advertising subscription period.Costs

26The Company classifies merchant account fees, fulfillment costs and lead cost not identifiable with specific product sales within selling and marketing costs within the Statement of Operations.

~~Commissions~~Concentration of Credit Risk

~~The~~All ~~Company~~of isthe ~~paid~~Company’s acredit ~~commission~~card processing ~~for~~is ~~its~~with ~~sales~~one ofmerchant ~~third-party~~processor, ~~products.~~as ~~Commissions~~well ~~are recognized~~ as ~~products~~all ~~are~~marketing ~~sold~~sales ~~and~~commission ~~services~~payments ~~performed~~are ~~and~~calculated ~~the~~by ~~Company~~a ~~has~~third-party ~~accomplished all activities necessary to complete the earnings process~~service provider.

~~Consumable~~Use ~~Products~~of Estimates

The ~~company~~preparation ~~markets~~of athese ~~nutritional~~consolidated ~~drink~~financial statements ~~called~~requires ~~“Zeal”~~us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. ~~Revenue~~ On an on-going basis, we evaluate our estimates, including the allowance for sales refunds and chargebacks, capitalization of certain assets, depreciable/amortizable lives, impairment of long-lived assets, determination of amount of allowance for doubtful accounts, the fair value of marketable securities, the expected volatility of common stock, and the fair value of common stock and warrants as well as the allocation of proceeds from the ~~sale~~issuance of ~~this~~debt and ~~consumable~~equity ~~product~~instruments. We isbase ~~recognized~~our ~~upon~~estimates ~~shipment~~on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the ~~product~~basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable.

~~Marketing~~Marketable ~~Fees and Materials~~Securities

~~Prior~~The toCompany’s ~~January~~marketable ~~2011,~~securities consist ~~the~~of ~~independent~~non-registered ~~sales~~common ~~consultants~~stock. ~~paid~~The ~~the~~ Company anfair ~~annual~~values ~~fee~~these tosecurities ~~become~~on ~~marketing~~a ~~representatives~~recurring onbasis ~~behalf~~and ofhas ~~the~~accounted ~~Company~~for these securities as trading securities in accordance with U.S. GAAP. InThese ~~exchange,~~investments ~~the~~are ~~representatives~~carried ~~received~~in ~~access,~~the onaccompanying anconsolidated balance ~~annual~~sheet ~~basis~~at fair value, towith ~~various~~the ~~marketing~~difference between cost and ~~promotional~~fair ~~materials~~value (unrealized gains and ~~tools~~losses) asincluded ~~well~~in asthe ~~access~~Statement of toOperations. Marketable asecurities ~~customized~~are ~~management~~classified ~~reporting~~as ~~platform. Accordingly,~~current ~~revenue~~assets ~~from~~as ~~marketing~~they ~~fees~~are isavailable ~~recognized~~to ~~over~~meet anthe ~~annual~~current ~~period~~operating needs of the Company.

~~The Company also earns ancillary revenue from the sale of marketing materials to sales consultants. Revenue is recognized when marketing materials are delivered.~~27

~~Membership~~Accounts ~~Fees~~Receivable

~~The~~Accounts ~~Company~~receivable ~~recognizes~~are ~~revenues~~stated ~~from~~at ~~membership~~estimated net ~~fees~~realizable asvalue. ~~earned~~Accounts ~~for~~receivable ~~the~~are ~~sales~~primarily comprised of ~~other~~balances ~~lifestyle~~due ~~discount~~from ~~benefit programs~~memberships, ~~such~~net asof ~~household~~estimated ~~protection~~allowances for ~~and~~uncollectible ~~personal~~accounts. ~~financial~~In ~~services. These~~determining ~~arrangements~~collectability, ~~are~~historical ~~generally~~trends ~~renewable~~are ~~monthly~~evaluated and ~~revenue~~specific iscustomer ~~recognized~~issues ~~over~~are ~~the~~reviewed to ~~renewal~~arrive ~~period. These~~at ~~products~~appropriate ~~often~~allowances. ~~include~~At ~~elements~~July ~~sold~~31, ~~through~~2012 ~~contracts~~and ~~with~~July ~~third-party~~31, ~~providers. Based on consideration of each contractual arrangement~~2011, ~~revenue~~no isallowance ~~reported~~was ~~on a gross basis~~recorded.

~~Refunds~~Property, Plant and ~~Chargebacks~~Equipment

~~The~~Property, ~~Company~~plant ~~records a~~and ~~reduction~~equipment inare ~~revenue~~recorded at ~~for~~cost. ~~estimated~~The ~~refunds~~cost of additions and ~~chargebacks~~improvements ~~from~~are ~~credit~~capitalized, ~~card~~while ~~companies~~maintenance ~~based~~and ~~upon~~repairs ~~actual~~are ~~history~~charged ~~and~~to ~~management’s~~expense ~~evaluation~~as ofincurred. The ~~current~~Company ~~facts~~provides ~~and~~for ~~circumstances. Refunds~~depreciation and ~~chargebacks~~amortization ~~totaled~~using ~~approximately~~the ~~$129~~straight-line ~~thousand~~method ~~and~~over ~~$390~~the ~~thousand~~estimated ~~for~~useful lives of the ~~year~~property as ~~ended~~follows: ~~July~~computer 31hardware, ~~2011~~3 years; furniture and ~~2010~~fixtures, ~~respectively,~~7 years; equipment and ~~were~~machinery, ~~recorded~~5 asyears; aand ~~reduction~~leasehold improvements, the shorter of ~~revenue~~the interm of the ~~accompanying~~lease ~~statements~~or the life of ~~operations~~the asset. ~~Estimates~~ ~~for~~When anassets ~~allowance~~are ~~for~~retired ~~refunds~~or ~~and~~otherwise ~~chargebacks~~disposed ~~totaled~~of, ~~approximately~~the ~~$10~~assets ~~thousand~~ and related ~~$14~~accumulated ~~thousand~~depreciation isare ~~included~~eliminated infrom ~~accrued~~the ~~expenses~~accounts inand the ~~accompanying consolidated~~resulting ~~balance~~gain ~~sheets~~or asloss ofis ~~July~~reflected ~~31,~~in ~~2011~~the ~~and~~results ~~July 31, 2010, respectively~~of operations.

~~Selling~~Share-Based ~~and Marketing Costs~~Compensation

The Company ~~classifies~~recognizes ~~merchant~~the ~~account~~cost ~~fees,~~resulting from ~~fulfillment~~all ~~costs~~share-based ~~and~~payment ~~lead~~transactions ~~cost~~in ~~not~~the ~~identifiable~~financial ~~with~~statements ~~specific~~using ~~product~~a ~~sales~~fair-value-based ~~within~~measurement ~~selling~~method. The Company ~~and~~uses ~~marketing~~the ~~costs~~Black-Scholes ~~within~~Option Pricing Model in computing the ~~Statement~~fair value of ~~Operations~~warrant instrument issuances.

~~Concentration~~The measurement date for valuing share-based payments made to non-employees is the earlier of ~~Credit~~the ~~Risk~~date at which a commitment for performance by the counterparty to earn the equity instruments is reached or the date at which the counterparty’s performance is complete.

~~All~~Convertible ~~of the Company’s credit card processing is with one merchant processor, as well as all marketing sales commission payments are calculated by a third-party service provider.~~Instruments

~~Use~~The Company reviews the terms of ~~Estimates~~convertible debt and preferred stock for indications requiring bifurcation, and separate accounting for the embedded conversion feature. Generally, embedded conversion features where the ability to physical or net-share settle the conversion option is not within the control of the Company or the number of shares is variable are bifurcated and accounted for as derivative financial instruments. (See Derivative Financial Instruments below.) Bifurcation of the embedded derivative instrument requires allocation of the proceeds first to the fair value of the embedded derivative instrument with the residual allocated to the host instrument. The resulting discount to the debt instrument or to the redemption value of convertible preferred securities is accreted through periodic charges to interest expense over the term of the note or to dividends over the period to earliest conversion date using the effective interest rate method, respectively.

27The Company does not use derivative financial instruments to hedge exposures to cash-flow or market risks. However, certain other financial instruments, such as warrants to purchase the Company’s common stock and the embedded conversion features of debt and preferred instruments that are not considered indexed to the Company’s common stock are classified as liabilities when either (a) the holder possesses rights to net-cash settlement, (b) physical or net share settlement is not within the control of the Company, or (c) based on its anti-dilutive provisions. In such instances, net-cash settlement is assumed for financial accounting and reporting. Such financial instruments are initially recorded at fair value and subsequently adjusted to fair value at the close of each reporting period. Fair value for option-based derivative financial instruments is determined using the Black-Scholes Option Pricing Model.

~~Marketable~~Income ~~Securities~~Taxes

The Company’s ~~marketable~~accounts ~~securities~~for ~~consist~~income oftaxes ~~non-registered~~using an ~~common~~asset ~~stock.~~and ~~The~~liability ~~Company~~method ~~fair~~pursuant ~~values~~to ~~these~~which ~~securities~~deferred ontax aassets ~~recurring basis~~ and ~~has~~liabilities ~~accounted~~are recognized for ~~these~~future ~~securities~~tax asconsequences attributable ~~trading~~to ~~securities~~differences inbetween ~~accordance~~the ~~with~~financial ~~U.S.~~statement ~~GAAP~~carrying amounts of existing assets and liabilities and their respective tax bases. ~~These~~ ~~investments~~Deferred tax assets and liabilities are ~~carried~~measured using enacted tax rates expected to apply to taxable income in the years ~~accompanying~~in ~~consolidated~~which ~~balance~~those ~~sheet~~temporary atdifferences ~~fair~~are ~~value,~~expected ~~with~~to ~~the~~reverse. ~~difference~~The ~~between~~effect ~~cost~~on deferred tax assets and ~~fair~~liabilities ~~value~~of ~~(unrealized~~a ~~gains~~change in ~~and~~tax ~~losses)~~rates ~~included~~is recognized in income in the ~~Statement~~period ofthat ~~Operations~~includes the enactment date. ~~Marketable~~ ~~securities~~A ~~are~~valuation ~~classified~~allowance asis ~~current~~provided against deferred tax assets asbased ~~they~~on ~~are~~the weight of available toevidence ~~meet~~when ~~the~~it ~~current~~is ~~operating~~more ~~needs~~likely than not that some or all of the ~~Company~~deferred tax assets will not be realized.

~~Accounts Receivable~~28

~~Accounts~~When ~~receivable~~tax returns are ~~stated~~filed, atit ~~estimated~~is ~~net~~highly certain ~~realizable~~that ~~value. Accounts~~some ~~receivable~~positions taken would be sustained upon examination by the taxing authorities, while others are ~~primarily~~subject ~~comprised~~to uncertainty about the merits of ~~balances~~the ~~due~~position ~~from~~taken ~~memberships,~~or ~~net~~the amount of ~~estimated~~the ~~allowances~~position ~~for~~that ~~uncollectible~~would ~~accounts~~be ultimately sustained. In ~~determining~~The ~~collectability~~benefit of a tax position is recognized in the financial statements in the period during which, ~~historical~~based ~~trends~~on all available evidence, we believe it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are ~~evaluated~~not ~~and~~offset ~~specific~~or ~~customer~~aggregated ~~issues~~with other positions. Tax positions that meet the more-likely-than-not recognition threshold are ~~reviewed~~measured toas ~~arrive~~the atlargest ~~appropriate~~amount ~~allowances~~of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. At ~~July~~The ~~31,~~portion ~~2011~~of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and ~~July~~penalties ~~31,~~that ~~2010,~~would nobe ~~allowance~~payable ~~was~~to ~~recorded~~the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits are classified as income tax expense in the statement of operations.

~~Property,~~Fair ~~Plant~~Value ~~and Equipment~~Measurements

~~Property,~~U.S. ~~plant~~GAAP ~~and~~defines ~~equipment~~fair ~~are~~value ~~recorded~~as atthe ~~cost. The~~price that ~~cost~~would ofbe ~~additions~~received ~~and~~to ~~improvements~~sell ~~are~~an ~~capitalized,~~asset ~~while~~or ~~maintenance~~paid ~~and~~to ~~repairs~~transfer ~~are~~a ~~charged~~liability to ~~expense~~a asthird ~~incurred. The~~party ~~Company~~with ~~provides~~the ~~for~~same ~~depreciation~~credit ~~and~~standing ~~amortization~~(an ~~using~~exit price) in the ~~straight-line~~principal ~~method~~or ~~over~~most advantageous market for the ~~estimated~~asset ~~useful~~or ~~lives~~liability ofin an orderly transaction between market participants on the ~~property~~measurement asdate. ~~follows:~~In ~~computer~~many ~~hardware~~cases, 3the ~~years;~~exit ~~furniture~~price and ~~fixtures,~~the 7transaction ~~years;~~(or ~~equipment~~entry) ~~and~~price ~~machinery,~~will 5be ~~years;~~the ~~and~~same ~~leasehold~~at ~~improvements~~initial recognition. However, in certain cases, the ~~shorter~~transaction ofprice may not represent fair value. Fair value is a market-based measurement determined based on a hypothetical transaction at the ~~term~~measurement ofdate, considered from the ~~lease~~perspective orof a market participant, not based solely upon the ~~life~~perspective of the ~~asset~~reporting entity. When ~~assets~~quoted prices are ~~retired~~not orused ~~otherwise~~to ~~disposed~~determine offair value, consideration is given to three broad valuation techniques: (i) the ~~assets~~market approach, (ii) the income approach, and ~~related~~(iii) ~~accumulated~~the ~~depreciation~~cost approach. Entities are ~~eliminated~~required ~~from~~to determine the ~~accounts~~most appropriate valuation technique to use, given what is being measured and the ~~resulting~~availability ~~gain~~of sufficient inputs. Inputs to fair valuation techniques are prioritized, allowing for the use of unobservable inputs to the extent that observable inputs are not available. The applicable guidance establishes a three-level hierarchy, based on the priority of the inputs to the respective valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or ~~loss~~liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). An asset or liability’s classification within the fair value hierarchy is ~~reflected~~based inon the ~~results~~lowest level of ~~operations~~significant input to its valuation. The input levels are defined as follows:

Share-Based Compensation

Level 1	Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2	Quoted prices in markets that are not active or inputs that are observable either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities other than quoted prices in Level 1, quoted prices in markets that are not active, or other inputs that are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3	Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability. Level 3 assets and liabilities include those whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as those for which the determination of fair value requires significant management judgment or estimation.

~~The~~Earnings ~~Company~~(Loss) ~~recognizes~~Per the cost resulting from all share-based payment transactions in the financial statements using a fair-value-based measurement method. The Company uses the Black-Scholes Option Pricing Model in computing the fair value of warrant instrument issuances.Share

~~The~~Basic ~~measurement~~earnings ~~date~~(loss) ~~for~~per ~~valuing~~ share~~-based~~ ~~payments~~is ~~made~~calculated by dividing net income (loss) available to ~~non-employees~~common isstockholders by the ~~earlier~~weighted average number of shares of common stock outstanding for the ~~date~~period. atDiluted ~~which~~earnings a(loss) ~~commitment~~per ~~for~~share ~~performance~~is calculated by dividing the ~~counterparty~~net toincome ~~earn~~(loss) by the ~~equity~~weighted ~~instruments~~average number of shares of common stock outstanding for the period, adjusted for the dilutive effect of common stock equivalents, using the treasury stock method. Convertible debt and warrants, officer, employee and non-employee stock options that are considered potentially dilutive are included in the fully diluted shares calculation as long as the effect is ~~reached~~not oranti-dilutive. Contingently issuable shares are included in the ~~date~~computation atof ~~which~~basic loss per share when the ~~counterparty’s~~issuance ~~performance~~of the shares is ~~complete~~ no longer contingent.

~~Convertible~~Subsequent ~~Instruments~~Events

~~The~~Management ~~Company~~has ~~reviews~~evaluated ~~the~~subsequent terms of convertible debt and preferred stock for indications requiring bifurcation, and separate accounting for the embedded conversion feature. Generally, embedded conversion features where the ability to physical or net-share settle the conversion option is not within the control of the Company or the number of shares is variable are bifurcated and accounted for as derivative financial instruments. (See Derivative Financial Instruments below.) Bifurcation of the embedded derivative instrument requires allocation of the proceeds first to the fair value of the embedded derivative instrument with the residual allocated to the host instrument. The resulting discount to the debt instrument or to the redemption value of convertible preferred securities is accreted events through ~~periodic charges to interest expense over~~ the ~~term of the note or to dividends over the period to earliest conversion~~ date ~~using~~ the ~~effective~~financial ~~interest~~statements ~~rate~~were ~~method, respectively~~issued.

~~Derivative Financial Instruments~~29

~~The~~NOTE ~~Company~~3 ~~does~~– ~~not~~NONCASH ~~use~~INVESTING ~~derivative~~AND ~~financial~~FINANCING instruments to hedge exposures to cash-flow or market risks. However, certain other financial instruments, such as warrants to purchase the Company’s common stock and the embedded conversion features of debt and preferred instruments that are not considered indexed to the Company’s common stock are classified as liabilities when either (a) the holder possesses rights to net-cash settlement, (b) physical or net share settlement is not within the control of the Company, or (c) based on its anti-dilutive provisions. In such instances, net-cash settlement is assumed for financial accounting and reporting. Such financial instruments are initially recorded at fair value and subsequently adjusted to fair value at the close of each reporting period. Fair value for option-based derivative financial instruments is determined using the Black-Scholes Option Pricing Model.ACTIVITIES

~~Income~~The ~~Taxes~~following table presents a summary of the various noncash investing and financing transactions that the Company entered into during the years ended July 31, 2012 and 2011.

	For the Year Ended July 31, 2012		For the Year Ended July 31, 2011

Financed insurance agreement		–		19,726

Interest converted to principal		–		130,220

28NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

~~When tax returns are filed~~Property, itPlant isand ~~highly~~Equipment ~~certain~~consist ~~that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits~~ of the ~~position~~following ~~taken~~at ~~or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which~~July 31, ~~based~~2012 on all available evidence, we believe it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits are classified as income tax expense in the statement of operations.2011:

Fair Value Measurements

	July 31, 2012			July 31, 2011

Computer hardware	$	50,204		$	36,368
Furniture and fixtures		55,217			55,217
Equipment and machinery		25,676			30,818
Leasehold improvements		55,560			55,560
Machinery & Equipment		10,142			–
		196,799			177,962
Less accumulated depreciation		(137,326	)		(104,412	)

Total	$	59,473		$	73,551

~~U.S.~~Depreciation ~~GAAP~~expense defines fair value as the price that would be received to sell an asset or paid to transfer a liability to a third party with the same credit standing (an exit price) in the principal or most advantageous market for the ~~asset~~years orended ~~liability~~July ~~in an orderly transaction between market participants on the measurement date. In many cases~~31, ~~the~~2012 ~~exit price~~ and ~~the~~2011 was ~~transaction~~approximately ~~(or~~$33 ~~entry)~~thousand price will be the same at initial recognition. However, in certain cases, the transaction price may not represent fair value. Fair value is a market-based measurement determined based on a hypothetical transaction at the measurement date, considered from the perspective of a market participant, not based solely upon the perspective of the reporting entity. When quoted prices are not used to determine fair value, consideration is given to three broad valuation techniques: (i) the market approach, (ii) the income approach, and ~~(iii)~~approximately ~~the~~$37 ~~cost approach. Entities are required to determine the most appropriate valuation technique to use~~thousand, ~~given what is being measured and the availability of sufficient inputs~~respectively. Inputs to fair valuation techniques are prioritized, allowing for the use of unobservable inputs to the extent that observable inputs are not available. The applicable guidance establishes a three-level hierarchy, based on the priority of the inputs to the respective valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). An asset or liability’s classification within the fair value hierarchy is based on the lowest level of significant input to its valuation. The input levels are defined as follows:

~~Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities.~~30

~~Level~~NOTE 25 ~~Quoted~~– ~~prices~~NOTES in markets that are not active or inputs that are observable either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities other than quoted prices in Level 1, quoted prices in markets that are not active, or other inputs that are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.PAYABLE

~~Level~~Notes 3payable ~~Unobservable~~consist ~~inputs that are supported by little or no market activity and are significant to the fair value~~ of the assets or liabilities. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability. Level 3 assets and liabilities include those whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as those for which the determination of fair value requires significant management judgment or estimation.following:

Earnings (Loss) Per Share

	July 31, 2012		July 31, 2011
Related party convertible note payable; face amount $2 million; bearing interest of 6% per annum; secured; principal payment due on October 9, 2012	$	–	$	1,961,860

Related party promissory note payable; bearing interest of 15% per annum; unsecured; due on demand		–		465,000

Related party promissory notes payable; bearing interest of 10% per annum; unsecured; due on December 31, 2013		100,000		–

Related party promissory notes payable; bearing interest of 10% per annum; unsecured; due on December 31, 2013		600,000		–

Promissory note payable; bearing interest of 7.5% per annum; unsecured; principal payments due monthly approximately $27 thousand through July 2011; currently in default		158,127		158,127

Total notes payable		858,127		2,584,987

Less current portion		858,127		623,127

Total long-term debt	$	–	$	1,961,860

~~Basic~~The ~~earnings~~convertible ~~(loss)~~note’s ~~per~~principal balance ~~share~~was isdue ~~calculated~~three byyears ~~dividing~~from ~~net~~the ~~income~~date ~~(loss)~~of ~~available~~issuance toand ~~common~~convertible ~~stockholders~~at byany ~~the~~time ~~weighted~~at ~~average~~the ~~number~~option of ~~shares~~the ofholder ~~common~~at ~~stock~~a ~~outstanding~~conversion ~~for~~price of ~~the period~~$0.25 ~~Diluted earnings (loss)~~ per share. isThe ~~calculated~~Company byaccounted ~~dividing~~for the ~~net~~conversion ~~income~~feature ~~(loss)~~as byan ~~the~~embedded ~~weighted~~derivative ~~average~~instrument ~~number~~requiring ofit ~~shares~~to ofbe ~~common~~separated from ~~stock outstanding for~~ the ~~period,~~note ~~adjusted~~payable ~~for~~and ~~the~~reported ~~dilutive~~at ~~effect~~fair ofvalue. ~~common~~The ~~stock~~fair ~~equivalents,~~value ~~using~~of the ~~treasury~~conversion ~~stock~~feature ~~method.~~at ~~Convertible~~issuance ~~debt~~date ~~and~~was ~~warrants,~~approximately ~~officer,~~$593 thousand. ~~employee~~The ~~and~~separation ~~non-employee~~of ~~stock~~the ~~options~~conversion ~~that~~feature ~~are~~from ~~considered~~the ~~potentially~~note ~~dilutive~~payable ~~are~~resulted ~~included~~ in ~~the~~a ~~fully~~discount ~~diluted~~on ~~shares calculation as long as~~ the ~~effect~~note ispayable ~~not~~and ~~anti-dilutive. Contingently~~a ~~issuable~~share conversion ~~shares~~liability ~~are included~~ in the ~~computation~~amount of ~~basic~~approximately ~~loss~~$593 ~~per share when the issuance of the shares is no longer contingent~~thousand.

~~Subsequent~~The ~~Events~~share conversion liability is subject to recurring fair value adjustments each reporting period (see Note 12 - Assets and Liabilities Measured at Fair Value). The discount is amortized over the life of the note payable using the effective interest method and recorded as interest expense in the statement of operations. During the years ended July 31, 2012 and 2011, total interest expense related to the convertible note payable was approximately $263 and $323 thousand, respectively. Of the interest expense recognized for the years ended July 31, 2012 and 2011, approximately $103 thousand and $130 thousand, respectively, was elected by the Company to be deferred and added to the principal of the note.

~~Management has evaluated subsequent events through the date the financial statements were issued.~~ 31

29On May 8, 2012, the Company and Infusion entered into a Stock Purchase Agreement (the “Infusion Purchase Agreement”) whereby the Company purchased 15.2 million shares of the Company’s common stock from Infusion. Pursuant to the Infusion Purchase Agreement, the Company paid to Infusion a purchase price equal to $100 thousand.

~~NOTE~~Furthermore, 3in -connection ~~RESTATEMENT~~with the Infusion Purchase Agreement, Infusion forgave and surrendered for cancellation that certain promissory note in principal amount of $2,000,000 (the “Note”) along with accrued interest of $818 thousand and unrealized gain on the conversion feature of $593 thousand for the year ended July 31, 2012, were written off to gain from extinguishment of debt. The Note was issued by the Company to Infusion in connection with that certain License and Marketing Agreement, dated October 9, 2009, by and between the Company and Infusion. Lastly, Infusion terminated and released any and all of Infusion’s security interest arising out of that certain Security Agreement, dated December 2, 2010, by and between the Company and Infusion.

On ~~July~~August 309, ~~2009~~2011, the Company ~~entered~~repaid ~~into a marketing and sales agreement with Amacore, pursuant to which~~ the ~~Company~~note ~~agreed~~payable to ~~remit its merchant account deposit~~ Amacore of $~~115,333~~465 tothousand ~~Amacore~~plus ~~upon~~accrued ~~its~~interest ~~merchant processor’s release~~ of ~~such~~$6 ~~deposit~~thousand. The effect of this obligation was inadvertently not included within the Company’s consolidated balance sheet and consolidated statement of operations for the year ended July 31, 2009. The Company has corrected this error within its comparative financial statements for the year ended July 31, 2011 by retrospectively adjusting the Company’s consolidated balance sheet as of July 31, 2010 and the beginning deficit balance as of July 31, 2009 within the Company’s consolidated statement of stockholders’ deficit.

~~The~~On ~~effects~~April of20, ~~this~~2012, ~~correction~~the Company issued to Amacore an on-demand promissory ~~the~~note for $200 thousand. The note accrued interest at 15% per annum. The Company’s ~~financial~~repaid ~~statements~~the ~~are~~note ~~presented~~payable asplus ~~follows:~~accrued interest of $1 thousand.

~~ZURVITA~~On ~~HOLDINGS~~May 3, ~~INC~~2012, the Company issued to Mark Jarvis a promissory note for $100 thousand. The note accrued interest at 10% per annum and is due on December 31, 2013. As of July 31, 2012, the Company has not repaid the note plus accrued interest of $1.3 thousand.

~~CONSOLIDATED~~On ~~BALANCE~~June ~~SHEETS~~13, 2012, the Company issued to Vicis Capital Managment an on-demand promissory note for $600 thousand. The note accrued interest at 10% per annum and is due December 31, 2012. As of July 31, 2012, the Company has not repaid the note plus accrued interest of $14.6 thousand.

	July 31, 2010							July 31, 2010
	As Originally Filed				Adjustments			As Restated
ASSETS
Current assets
Cash	$	289,442		$				$	289,442
Marketable securities (at fair value)		480,000							480,000
Note recievable - related party		1,702,000							1,702,000
Accounts receivable		137,123							137,123
Agent advanced compensation		448,553							448,553
Deferred expenses		127,351							127,351
Deferred marketing costs		-							-
Other assets		41,173							41,173
Total current assets		3,225,642				-			3,225,642
Property, plant and equipment (net)		94,965							94,965
Merchant account deposit		115,333							115,333
Total assets	$	3,435,940			$	-		$	3,435,940
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	249,762			$			$	249,762
Accounts payable - related party		127,733				115,333			243,066
Notes payable - current		284,967							284,967
Accrued expenses		332,217							332,217
Deferred revenue		808,957							808,957
Deferred compensation - related party		110,238							110,238
Income tax payable		2,628							2,628
Total current liabilities		1,916,502				115,333			2,031,835
Notes payable - long term		1,639,268							1,639,268
Fair value of share conversion feature		462,013							462,013
Fair value of warrants		6,370,000							6,370,000
Total liabilities		10,387,783				115,333			10,503,116
Redeemable preferred stock		4,550,747							4,550,747
Stockholders' deficit
Common stock ($.0001 par value, 300,000,000 shares authorized; 69,497,713 shares issued and 61,497,713 shares outstanding as of July 31, 2010)		6,950							6,950
Treasury stock		(210,000	)						(210,000	)
Additional paid-in capital		9,978,738							9,978,738
Accumulated deficit		(21,278,278	)			(115,333	)		(21,393,611	)
Total stockholders' deficit		(11,502,590	)			(115,333	)		(11,617,923	)
Total liabilities and stockholders' deficit	$	3,435,940			$	-		$	3,435,940

The Company is in default with respect to the promissory note due July 2011. Consequently, the Company has accrued interest in accordance with the promissory notes’ default provision at an interest rate of 18%.

30NOTE 6 – ACCRUED EXPENSES

~~NOTE~~Accrued 4expenses –consist ~~NONCASH~~of ~~INVESTING~~the ~~AND~~following ~~FINANCING~~at ~~ACTIVITIES~~July 31, 2012 and 2011:

The following table presents a summary of the various noncash investing and financing transactions that the Company entered into during the years ended July 31, 2011 and 2010.

	July 31, 2012		July 31, 2011
Commissions	$	461,295	$	130,705
Interest		63,279		32,286
Marketing materials		–		1,283
Payroll		74,202		58,252
Product		59,688		–
Refund reserve		10,000		10,000
Rent		–		4,757
Sales tax payble		93,544		34,601
Services		30,000		–
Unclaimed property		40,513		41,255
Finance agreement		4,722		–
Total	$	837,244	$	313,140

	For the Year Ended July 31, 2011		For the Year Ended July 31, 2010
Cashless exercise of warrants	$	-	$	122,580
Common stock issuance for consulting services		-		134,790
Common stock issuance for debt restructure		-		50,000
Embedded conversion feature on note payable issued		-		593,426
Financed insurance agreement		19,726		22,031
Interest converted to principal		130,220		92,387
Note payable issued for marketing agreement		-		1,406,574
Reclassification of warrants liability to equity		-		186,353

NOTE 57- –DEFERRED ~~AGENT ADVANCED COMPENSATION~~REVENUE

~~The~~Deferred ~~Company~~revenue ~~entered~~consists ~~into loan agreements with certain~~ of ~~its independent sales agents which represent advanced compensation. The agreements have an approximately 2 year term; however, if an agent is still selling for~~ the ~~Company~~following at the maturity date then the note is forgiven. Therefore, the Company is expensing them over the term of the loan. The expense is recognized in selling and marketing expenses on the statement of operations as it is not directly related to sales of product or services. Approximately $735 thousand and $1.2 million of expense was recognized for year ended July 31, ~~2011~~ 2012 and ~~2010, respectively. As of~~ July 31, 2011~~, all notes had matured and were forgiven. At July 31, 2010, the balance of the loans was approximately $449 thousand.~~:

NOTE 6 – DEFERRED EXPENSES

	July 31, 2012		July 31, 2011
Advertising	$	3,261	$	20,574
Consumable products		47,030		6,806
Direct response media		24,939		45,854
Marketing fees		–		15,875
Member fees		4,931		25,687
Total	$	80,161	$	114,796

~~For~~NOTE ~~sales~~8 of– ~~subscriptions~~DEFERRED for which the service periods crosses reporting periods, the associated commissions paid to the Company’s sales representatives are deferred and amortized over the subscription period. As of July 31, 2011 and July 31, 2010, the balances of the deferred commissions were approximately $2 thousand and $127 thousand, respectively, and are classified as a current asset. The decrease in deferred commissions is due to the decrease in overall revenue. The remaining approximately $48 thousand of deferred expense at July 31, 2011 is attributable to an advertising agreement where the Company paid in advance for a magazine advertisement, as well as a lead management system. This agreement did not exist for the year ended July 31, 2010.COMPENSATION

Deferred compensation at July 31, 2012 was approximately $98 thousand and consisted of compensation due to Mark Jarvis, Co-Chief Executive Officer, and a consultant. These individuals deferred their compensation in an effort to manage cash flow while the Company undertook several capital intensive initiatives. Subsequent to July 31, 2011, the Company and Mark Jarvis entered into an employment agreement amendment which eliminated the deferred compensation due Mark Jarvis, and the Company issued 62,241 shares of restricted common stock to satisfy the deferred compensation due consultant. No deferred compensation was due at July 31, 2012.

NOTE 79 – ~~PROPERTY,~~ASSETS ~~PLANT~~ AND ~~EQUIPMENT,~~LIABILITIES MEASURED ~~NET~~AT FAIR VALUE

~~Property~~Financial instruments which are measured at estimated fair value on a recurring basis in the consolidated financial statements include marketable securities, ~~Plant~~a embedded share conversion feature and ~~Equipment,~~non-compensatory ~~net~~warrants. The fair value of ~~accumulated~~the ~~depreciation,~~marketable ~~consist~~securities ofwas determined by the ~~following~~market price atas ~~July~~quoted ~~31,~~on ~~2011~~the OTC. The fair value of the share conversion feature and ~~2010:~~warrants was determined by an independent expert valuation specialist using the Black-Scholes Option Pricing Model.

	July 31, 2011			July 31, 2010
Computer hardware	$	36,368		$	26,558
Furniture and fixtures		55,217			54,838
Equipment and machinery		30,818			25,168
Leasehold improvements		55,560			55,560
		177,963			162,124
Less accumulated depreciation		(104,412	)		(67,159	)
Total	$	73,551		$	94,965

Assets and liabilities measured at estimated fair value and their corresponding fair value hierarchy is summarized as follows:

~~Depreciation expense for the years ended July 31, 2011 and 2010 was approximately $37 thousand and approximately $36 thousand, respectively.~~33

~~NOTE~~July 831, ~~– NOTES PAYABLE~~2012

~~Notes~~Fair ~~payable~~Value ~~consist~~Measurements ofat ~~the~~Reporting Date ~~following:~~Using

	July 31, 2011		July 31, 2010
	Quoted Prices in		Significant
Related party convertible note payable; face amount $2 million; bearing interest of 6% per annum; secured; principal payment due on October 9, 2012	$	1,961,860	$	1,639,268
	Active Markets for		Unobservable
Related party Promissory note payable; bearing interest of 15% per annum; unsecured; due on demand		465,000		-
	Identical Assets		Inputs		Total
Promissory note payable; bearing interest of 7.5% per annum; unsecured; principal payments due monthly approximately $27 thousand through July 2011; currently in default		158,127		284,967
	(Level 1)		(Level 3)		Fair Value
Total notes payable		2,584,987		1,924,235
Marketable securities	$	–	$	–	$	–
Less current portion		623,127		284,967
Total assets	$	–	$	–	$	–
Total long-term debt	$	1,961,860	$	1,639,268
Share conversion feature	$	–	$	–	$	–
Warrants		–		262,800		262,800
Total liabilities	$	–	$	262,800	$	262,800

~~The~~July ~~convertible~~31, note’s principal balance is due three years from the date of issuance and convertible at any time at the option of the holder at a conversion price of $0.25 per share. The Company has accounted for the conversion feature as an embedded derivative instrument requiring it to be separated from the note payable and reported at fair value. The fair value of the conversion feature at issuance date was approximately $593 thousand. The separation of the conversion feature from the note payable resulted in a discount on the note payable and a share conversion liability in the amount of approximately $593 thousand.2011

~~The share conversion liability is subject to recurring fair value adjustments each reporting period (see Note 12 - Assets and Liabilities Measured at~~ Fair Value~~). The~~ ~~discount~~Measurements isat ~~amortized~~Reporting Date over the life of the note payable using the effective interest method and recorded as interest expense in the statement of operations. During the years ended July 31, 2011 and 2010, total interest expense related to the convertible note payable was approximately $323 and $241 thousand, respectively. Of the interest expense recognized for the years ended July 31, 2011 and 2010, approximately $130 thousand and $92 thousand, respectively, was elected by the Company to be deferred and added to the principal of the note.Using

	Quoted Prices in		Significant
	Active Markets for		Unobservable
	Identical Assets		Inputs		Total
	(Level 1)		(Level 3)		Fair Value
Marketable securities	$	36,800	$	–	$	36,800
Total assets	$	36,800	$	–	$	36,800


Share conversion feature	$	–	$	–	$	–
Warrants		–		299,600		299,600
Total liabilities	$	–	$	299,600	$	299,600

AtThe ~~July~~Company 31has categorized its assets and liabilities measured at fair value into the three-level fair value hierarchy, ~~2011~~as defined in Note 2, ~~the~~based ~~said~~upon ~~note~~the ~~was~~priority of ~~convertible~~inputs ~~into~~to ~~approximately~~respective 8valuation techniques.89 ~~million~~Assets ~~shares~~included in the level 1 of ~~common~~the ~~stock~~fair ~~with~~value hierarchy include marketable securities which are fair valued on a recurring basis using quoted market prices. Liabilities included within level 3 of the fair value hierarchy presented in the preceding table include a share conversion feature and noncompensatory warrants. The valuation methodology for liabilities within level 3 uses a combination of ~~approximately~~observable ~~$357~~and ~~thousand~~unobservable inputs in calculating fair value.

The Company recorded isan inunrealized ~~default~~loss ~~with~~of ~~respect~~$36 tothousand ~~the~~and ~~promissory~~$443 ~~note~~thousand ~~due~~on its marketable securities for the years ended July 31, 2012 and 2011. ~~Consequently,~~ ~~the~~These ~~Company~~losses ~~has~~have ~~accrued~~been ~~interest~~included in ~~accordance~~the ~~with~~Statement ~~the~~of ~~promissory~~Operations ~~notes’~~caption ~~default~~“Loss ~~provision~~on atchange anin ~~interest~~fair ~~rate~~value of ~~18%~~marketable securities.”

~~The following is a schedule of the future maturity payments required under the Company’s promissory notes payable.~~34

As of July 31, 2011
Current	$	623,127
2012		2,361,319
		2,984,446
Net of discount on convertible note payable		(399,459	)
	$	2,584,987

The changes in level 3 liabilities measured at fair value on a recurring basis during the years ended July 31, 2012 and 2011 are summarized as follows:

OfFair ~~the~~Value ~~notes payable, approximately $623 thousand is classified as a current liability as of July 30, 2011.~~Measurements

~~NOTE~~Using 9Significant –Unobservable ~~ACCRUED EXPENSES~~Inputs

~~Accrued~~(Level ~~expenses consist of the following at July 31, 2011 and 2010:~~3)

	July 31, 2011		July 31, 2010
Commissions	$	130,705	$	173,314
Interest		32,286		7,672
Marketing materials		1,284		37,830
Payroll		58,252		41,549
Professional fees		-		2,500
Refund reserve		10,000		14,192
Rent		4,757		8,340
Sales tax payble		34,601		19,004
Unclaimed property		41,255		27,816
Total	$	313,140	$	332,217

Warrants

NOTE 10- DEFERRED REVENUE

	Balance Beginning of Period		Reclassification of Liability Warrants to Equity		Issuance		(Gain) Loss Recognized in Earnings from Change in Fair Value			Balance End of Period
For the Year Ended July 31, 2011
Share conversion feature	$	–	$	–	$	–	$	–		$	–
Warrants	$	299,600	$	–	$	–	$	(36,800	)	$	262,800

Deferred revenue consists of the following at July 31, 2011 and July 31, 2010:

	Balance Beginning of Period		Reclassification of Liability Warrants to Equity		Issuance		(Gain) Loss Recognized in Earnings from Change in Fair Value			Balance End of Period
For the Year Ended July 31, 2011
Share conversion feature	$	462,013	$	–	$	–	$	(462,013	)	$	–
Warrants	$	6,370,000	$	–	$	24,000	$	(6,094,400	)	$	299,600

	July 31, 2011		July 31, 2010
Advertising	$	20,574	$	80,563
Consumable products		6,806		-
Direct response media		45,854		29,674
Marketing fees		15,875		582,955
Member fees		25,687		115,765
Total	$	114,796	$	808,957

For the year ended July 31, 2011, an unrealized gain of approximately $462 thousand is included in earnings within the Statement of Operations caption “Gain on change in fair value of share conversion feature.”

~~NOTE~~On 11May –8, ~~DEFERRED~~2012, ~~COMPENSATION~~the Company and Infusion entered into a Stock Purchase Agreement (the “Infusion Purchase Agreement”) whereby the Company purchased 15.2 million shares of the Company’s common stock from Infusion. Pursuant to the Infusion Purchase Agreement, the Company paid to Infusion a purchase price equal to $100 thousand.

~~Deferred~~Furthermore, ~~compensation~~in isconnection ~~made~~with upthe ofInfusion ~~compensation~~Purchase ~~due~~Agreement, Infusion toforgave ~~Mark~~and ~~Jarvis,~~surrendered ~~Co-Chief~~for ~~Executive~~cancellation ~~Officer,~~that ~~and~~certain apromissory ~~consultant. These~~note ~~two~~in ~~individuals~~principal ~~deferred~~amount ~~their~~of ~~compensation~~$2,000,000 in(the an“Note”) along ~~effort~~with toaccrued ~~manage~~interest ~~cash~~of ~~flow~~$818 ~~while~~thousand ~~the~~and ~~Company~~unrealized ~~undertook~~gain ~~several~~on ~~capital~~the ~~intensive~~conversion ~~initiatives. As~~feature of $593 thousand for the year ended July 31, ~~2011~~2012, were written off to gain from extinguishment of debt. The Note was issued by the Company to Infusion in connection with that certain License and ~~July~~Marketing 31Agreement, ~~2010~~dated October 9, 2009, by and between the ~~balance~~Company ofand ~~deferred~~Infusion. ~~compensation~~Lastly, ~~was~~Infusion terminated ~~approximately~~and ~~$98~~released ~~thousand~~any and ~~$110~~all ~~thousand~~of Infusion’s security interest arising out of that certain Security Agreement, ~~respectively~~dated December 2, 2010, by and between the Company and Infusion.

33For the years ended July 31, 2012 and 2011, an unrealized gain of $37 thousand and an unrealized gain of $6.1 million, respectively, are included in earnings within the Statement of Operations caption “Gain (loss) on change in fair value of warrants.” The unrealized gains for the year ended July 31, 2011 from the change in the fair value of warrants is a result of a decrease in the Company’s share price from $0.24 to $0.04 which is used as an input in the share price used in valuing the warrants.

~~NOTE~~Fair 12Value –of ~~ASSETS~~Financial ~~AND LIABILITIES MEASURED AT FAIR VALUE~~Instruments

~~Financial~~The ~~instruments which are measured at estimated~~ fair ~~value~~values onof aaccounts ~~recurring~~receivable, ~~basis~~accounts inpayable ~~the~~and accrued ~~consolidated~~expenses ~~financial~~approximate ~~statements~~their ~~include~~carrying ~~marketable~~values ~~securities,~~due ato ~~embedded~~the ~~share~~short ~~conversion~~term ~~feature~~nature ~~and~~of ~~non-compensatory~~these ~~warrants~~instruments. The fair ~~value~~values of ~~the~~notes payable ~~marketable~~approximate ~~securities~~their ~~was~~carrying ~~determined~~amounts ~~by the market price~~ as ~~quoted~~interest rates on ~~the~~these ~~OTC. The~~obligations ~~fair~~are ~~value~~representative of ~~the~~estimated ~~share~~market ~~conversion~~rates available ~~feature~~to ~~and warrants was determined by an independent expert valuation specialist using~~ the ~~Black-Scholes~~Company ~~Option~~on ~~Pricing~~similar ~~Model~~instruments.

~~Assets and liabilities measured at estimated fair value and their corresponding fair value hierarchy is summarized as follows:~~35

July 31, 2011 Fair Value Measurements at Reporting Date Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Marketable securities	$	36,800	$	-	$	36,800
Total assets	$	36,800	$	-	$	36,800
Share conversion feature	$	-	$	-	$	-
Warrants		-		299,600		299,600
Total liabilities	$	-	$	299,600	$	299,600

NOTE 10—REDEEMABLE PREFERRED STOCK

July 31, 2010 Fair Value Measurements at Reporting Date Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Marketable securities	$	480,000	$	-	$	480,000
Total assets	$	480,000	$	-	$	480,000
Share conversion feature	$	-	$	462,013	$	462,013
Warrants		-		6,370,000		6,370,000
Total liabilities	$	-	$	6,832,013	$	6,832,013

The Company is authorized to issue 11.3 million shares of preferred stock with a par value of $0.0001 per share. The following table summarizes the Preferred Stock issuances and number of Preferred Shares outstanding:

The Company has categorized its assets and liabilities measured at fair value into the three-level fair value hierarchy, as defined in Note 2, based upon the priority of inputs to respective valuation techniques. Assets included in the level 1 of the fair value hierarchy include marketable securities which are fair valued on a recurring basis using quoted market prices. Liabilities included within level 3 of the fair value hierarchy presented in the preceding table include a share conversion feature and noncompensatory warrants. The valuation methodology for liabilities within level 3 uses a combination of observable and unobservable inputs in calculating fair value.

		Shares Outstanding at
Preferred Stock	Date of
Issuance	Issuance	July 31, 2012		July 31, 2011
Series A	July 30, 2009		1,750,000		1,750,000
Series B	October 6, 2009		2,000,000		2,000,000
Series C	January 29, 2010		1,000,000		1,000,000
Series C	June 3, 2010		2,300,000		2,300,000
Series C	June 9, 2011		1,500,000		1,500,000
Series C	December 28, 2011		2,800,000		–
			11,350,000		8,550,000

~~The~~Series ~~Company~~A, ~~recorded~~Series anB ~~unrealized loss of $443 thousand~~ and ~~$290~~Series ~~thousand~~C onConvertible Preferred ~~its~~Stock ~~marketable~~is ~~securities~~collectively ~~for~~referred ~~the~~to ~~years~~herein ~~ended~~as ~~July 31, 2011 and 2010. These losses have been included in the Statement of Operations caption~~ “~~Loss~~Convertible onPreferred ~~change in fair value of marketable securities~~Stock.”

34Significant rights of the Convertible Preferred Stock are discussed below:

~~The changes in level 3 liabilities measured at fair value on a recurring basis during the years ended July 31, 2011 and 2010 are summarized as follows:~~Dividends

~~Warrants~~The Convertible Preferred Stock does not accrue dividends.

	Balance Beginning of Period		Reclassification of Liability Warrants to Equity		Issuance		(Gain) Loss Recognized in Earnings from Change in Fair Value			Balance End of Period
For the Year Ended July 31, 2011
Share conversion feature	$	462,013	$	-	$	-	$	(462,013	)	$	-
Warrants	$	6,370,000	$	-	$	24,000	$	(6,094,400	)	$	299,600

Voting Rights

	Balance Beginning of Period		Reclassification of Liability Warrants to Equity			Issuance		(Gain) Loss Recognized in Earnings from Change in Fair Value			Balance End of Period
For the Year Ended July 31, 2010
Share conversion feature	$	-	$	-		$	593,426	$	(131,413	)	$	462,013
Warrants	$	549,780	$	(186,353	)	$	2,025,993	$	3,980,580		$	6,370,000

Each holder of the shares of Convertible Preferred Stock shall have the right to the number of votes equal to the number of Conversion Shares then issuable upon conversion of the Convertible Preferred Stock held by such holder in all matters as to which shareholders are required or permitted to vote, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled to vote, together with the holders of Common Stock as a single class, with respect to any question upon which holders of Common Stock have the right to vote; provided, however, as to any holder of Convertible Preferred Stock, the right to vote such shares shall be limited to the number of shares issuable to such holder pursuant to certain beneficial ownership limitations (as listed below) as of the record date for such vote. To the extent permitted under applicable corporate law, but subject to certain limitations on corporate actions as disclosed below, the Corporation’s shareholders may take action by the affirmative vote of a majority of all shareholders of the Company entitled to vote on an action. Without limiting the generality of the foregoing, the Company may take any of the actions by the affirmative vote of the holders of a majority of the Convertible Preferred Stock and the Common Stock and other voting common stock equivalents, voting together as one class.

~~For~~As ~~the~~long ~~years~~as ~~ended~~any ~~July~~shares 31of Convertible Preferred Stock are outstanding, ~~2011~~the ~~and~~Company ~~2010~~shall not, anwithout ~~unrealized~~the ~~gain~~written consent or affirmative vote of ~~approximately~~the ~~$462~~holders ~~thousand~~of ~~and~~no-less ~~$131~~than ~~thousand,~~51 percent ~~respectively,~~of ~~are~~the ~~included~~then inoutstanding ~~earnings~~stated ~~within~~value of the ~~Statement~~Convertible ofPreferred ~~Operations~~Stock ~~caption~~consenting ~~“Gain~~or onvoting ~~change~~as ina ~~fair~~separate ~~value~~class offrom ~~share~~the common ~~conversion~~stock, ~~feature.”~~either directly or by amendment, merger, consolidation or otherwise:

For the years ended July 31, 2011 and 2010, an unrealized gain of $6.1 million and an unrealized loss of $4.0 million, respectively, are included in earnings within the Statement of Operations caption “Gain (~~loss~~i) amend its oncertificate ~~change~~or inarticles ~~fair value~~ of ~~warrants.” The~~incorporation ~~unrealized~~in ~~gains~~any ~~from~~manner ~~the~~that ~~change~~adversely inaffects the ~~fair~~rights ~~value~~ of ~~warrants~~the isholders ~~a result~~ of aConvertible ~~decrease in the Company’s share price from $0.24 to $0.04 which is used as an input in the share price used in valuing the warrants.~~Preferred Stock;

~~Fair~~(ii) alter or ~~Value~~change adversely the voting or other powers, preferences, rights, privileges, or restrictions of ~~Financial~~the ~~Instruments~~Convertible Preferred Stock;

~~The fair values of accounts receivable, accounts payable and accrued expenses approximate their carrying values due to~~ (iii) increase the ~~short~~authorized ~~term~~number ~~nature~~ of ~~these~~shares ~~instruments. The fair values~~ of ~~notes~~preferred ~~payable~~stock ~~approximate~~or Convertible ~~their~~Preferred ~~carrying~~Stock ~~amounts~~or asreinstate ~~interest~~or ~~rates~~issue onany ~~these~~other ~~obligations are representative~~ series of ~~estimated~~preferred ~~market rates available to the Company on similar instruments.~~stock;

~~NOTE~~(iv) redeem, purchase ~~13—REDEEMABLE~~or ~~PREFERRED~~otherwise ~~STOCK~~acquire directly or indirectly any junior securities or any shares pari passu with the Convertible Preferred Stock;

~~The~~(v) directly or ~~Company~~indirectly ispay ~~authorized~~or todeclare ~~issue~~any 10dividend ~~million~~or ~~shares~~make ofany ~~preferred~~distribution ~~stock~~in ~~with~~respect aof, ~~par~~any ~~value~~junior ofsecurities, ~~$0.0001~~or ~~per~~set ~~share. The~~aside ~~following~~any ~~table~~monies for ~~summarizes~~ the ~~Preferred~~purchase ~~Stock~~or ~~issuances~~redemption ~~and~~(through ~~number~~a sinking fund or otherwise) of ~~Preferred~~any ~~Shares~~junior ~~outstanding:~~securities or any shares pari passu with the Convertible Preferred Stock;

		Shares Outstanding at
Preferred Stock	Date of
Issuance	Issuance	July 31, 2011	July 31, 2010
Series A	July 30, 2009	1,750,000	1,750,000
Series B	October 6, 2009	2,000,000	2,000,000
Series C	January 29, 2010	1,000,000	1,000,000
Series C	June 3, 2010	2,300,000	2,300,000
Series C	June 9, 2011	1,500,000	-

35(vi) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation senior to or otherwise pari passu with the Convertible Preferred Stock; or

~~Series~~(vii) enter A,into ~~Series~~any Bagreement ~~and~~with ~~Series~~respect ~~C Convertible Preferred Stock is collectively referred~~ to ~~herein~~any asof ~~“Convertible~~the ~~Preferred Stock~~foregoing.”

~~Dividends~~Liquidation Preferences

~~The~~Upon any liquidation, dissolution or winding-down of the Company, whether voluntary or involuntary (a “Liquidation”), the holders of the shares of Convertible Preferred Stock shall be paid in cash, before any payment shall be paid to the holders of common stock, or any other junior stock, an amount for each share of Convertible Preferred Stock ~~does~~held ~~not~~by ~~accrue~~such ~~dividends~~holder equal to the sum of the Stated Value thereof (such applicable amount payable with respect to a share of Convertible Preferred Stock sometimes being referred to as the “Individual Preferred Liquidation Preference Payment” and with respect to all shares of Convertible Preferred Stock in the aggregate sometimes being referred to as the “Aggregate Liquidation Preference Payment”). If, upon such liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the assets to be distributed among the holders of shares of Convertible Preferred Stock shall be insufficient to permit payment to the holders of Convertible Preferred Stock of an aggregate amount equal to the Aggregate Liquidation Preference Payment, then the entire assets of the Corporation to be so distributed shall be distributed ratably among the holders of Convertible Preferred Stock (based on the Individual Preferred Liquidation Preference Payments due to the respective holders of Convertible Preferred Stock).

~~Voting~~The ~~Rights~~liquidation value of Series A, Series B and Series C Convertible Preferred Stock was $1.75 million, $2 million, $4.8 million and $2.8 million, respectively, as of July 31, 2012.

~~Each holder of the shares of Convertible Preferred Stock shall have the right to the number of votes equal to the number of~~ Conversion Shares then issuable upon conversion of the Convertible Preferred Stock held by such holder in all matters as to which shareholders are required or permitted to vote, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled to vote, together with the holders of Common Stock as a single class, with respect to any question upon which holders of Common Stock have the right to vote; provided, however, as to any holder of Convertible Preferred Stock, the right to vote such shares shall be limited to the number of shares issuable to such holder pursuant to certain beneficial ownership limitations (as listed below) as of the record date for such vote. To the extent permitted under applicable corporate law, but subject to certain limitations on corporate actions as disclosed below, the Corporation’s shareholders may take action by the affirmative vote of a majority of all shareholders of the Company entitled to vote on an action. Without limiting the generality of the foregoing, the Company may take any of the actions by the affirmative vote of the holders of a majority of the Convertible Preferred Stock and the Common Stock and other voting common stock equivalents, voting together as one class.Rights

AsEach ~~long~~share ~~as any shares~~ of Convertible Preferred Stock shall ~~are~~be ~~outstanding~~convertible, at the ~~Company~~option ~~shall~~of ~~not~~the holder thereof, ~~without~~at any time after the ~~written~~original ~~consent~~issue ordate ~~affirmative~~(subject ~~vote~~to beneficial ownership limitations as listed below), and without the payment of additional consideration by the ~~holders~~holder thereof, into such number of nofully-~~less~~paid and ~~than~~nonassessable 51shares ~~percent~~ of common stock as is determined by dividing the ~~then~~Stated ~~outstanding~~Value ~~stated~~per ~~value~~share, by the Conversion Price in effect at the time of conversion. The Conversion Price originally for Series A, B and C shall be $0.0625, $0.25 and $0.25, respectively; provided, however, that the Conversion Price, and the rate at which shares of Convertible Preferred Stock ~~consenting~~may orbe ~~voting~~converted into shares of common stock, shall be subject to adjustment as a ~~separate~~result ~~class~~of ~~from~~stock ~~the~~dividends, ~~common~~ stock splits, and subsequent equity sales at a price lower than the ~~Company~~Convertible ~~shall~~Preferred ~~not,~~Stock’s ~~either~~Conversion ~~directly~~Price. orShares byof ~~amendment,~~Convertible ~~merger,~~Preferred ~~consolidation~~Stock orconverted into ~~otherwise:~~common stock shall be canceled and shall not be reissued.

~~(i) amend~~At ~~its~~July ~~certificate~~31, or2012, ~~articles~~Series ofA, ~~incorporation~~Series inB ~~any~~and Series ~~manner~~C ~~that~~Convertible ~~adversely~~Preferred ~~affects~~Stock is convertible into 28 million, 8 million, 19.2 million, and 11.2 million common shares, respectively. If the ~~rights~~Convertible Preferred Stock had been converted as of July 31, 2012, the ~~holders~~aggregate market price of ~~Convertible~~the ~~Preferred~~common ~~Stock;~~shares for Series A, Series B and Series C would have been approximately $1.1 million, $320 thousand, $768 thousand, and $448 thousand respectively.

~~(ii) alter~~Beneficial orOwnership ~~change adversely the voting or other powers, preferences, rights, privileges, or restrictions of the Convertible Preferred Stock;~~Limitations

The Company shall not affect any conversion of the Convertible Preferred Stock, and a holder shall not have the right to convert any portion of the Convertible Preferred Stock, to the extent that, after giving effect to the conversion, such holder (~~iii~~together with such holder’s affiliates, and any other person or entity acting as a group together with such holder or any of such holder’s affiliates) ~~increase~~ ~~the~~would ~~authorized~~beneficially own in excess 4.99% of the number of shares of ~~preferred~~the common stock or outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of Convertible Preferred Stock orheld ~~reinstate~~by orthe ~~issue~~applicable ~~any~~holder. The ~~other~~Beneficial Ownership ~~series~~Limitation provisions may be waived by such holder, at the election of ~~preferred~~such holder, upon not less than sixty one (61) days’ prior notice to the Company, to change the Beneficial Ownership Limitation to 9.99% of the number of shares of the common stock; outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of Convertible Preferred Stock held by the applicable holder and the provisions of this section shall continue to apply. Upon such a change by a holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation shall not be further waived by such holder.

~~(iv) redeem,~~Redemption ~~purchase~~Rights orof ~~otherwise acquire directly or indirectly any junior securities or any shares pari passu with~~ the ~~Convertible Preferred Stock;~~Company

~~(v) directly~~Shares orof ~~indirectly~~the ~~pay~~Convertible orPreferred ~~declare~~Stock shall ~~any~~be ~~dividend~~redeemable, in whole or ~~make~~in ~~any~~part, ~~distribution~~at inthe ~~respect~~option of the Company, ~~any~~by ~~junior~~resolution ~~securities,~~of orits ~~set~~Board ~~aside~~of ~~any~~Directors ~~monies~~at ~~for~~any time after the ~~purchase~~original orissue ~~redemption~~date ~~(through~~and abefore ~~sinking~~the ~~fund~~first ~~or otherwise~~(1st) anniversary of ~~any~~the ~~junior~~original ~~securities~~issue ordate ~~any~~at ~~shares~~a ~~pari~~price ~~passu~~equal ~~with~~to ~~the~~one ~~Convertible~~hundred ~~Preferred~~and ~~Stock;~~ten percent (110%) of the Stated Value.

~~(vi) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation senior to or otherwise pari passu with the Convertible Preferred Stock; or~~37

~~(vii) enter~~Redemption ~~into~~Rights ~~any agreement with respect to any~~ of ~~the foregoing.~~Holder

~~Liquidation~~The ~~Preferences~~Convertible Preferred Stock is redeemable for cash in an amount representing the Stated Value of outstanding Convertible Preferred Stock. The following events give rise to a redemption triggering event:

~~Upon~~· ~~any~~The ~~liquidation, dissolution or winding-down of the~~ Company, ~~whether voluntary or involuntary (a “Liquidation”), the holders of the shares of Convertible Preferred Stock~~ shall be ~~paid~~party ~~in cash, before any payment shall be paid~~ to the holders of common stock, or any other junior stock, an amount for each share of Convertible Preferred Stock held by such holder equal to the sum of the Stated Value thereof (such applicable amount payable with respect to a ~~share~~change of ~~Convertible~~control Preferred Stock sometimes being referred to as the “Individual Preferred Liquidation Preference Payment” and with respect to all shares of Convertible Preferred Stock in the aggregate sometimes being referred to as the “Aggregate Liquidation Preference Payment”). If, upon such liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the assets to be distributed among the holders of shares of Convertible Preferred Stock shall be insufficient to permit payment to the holders of Convertible Preferred Stock of an aggregate amount equal to the Aggregate Liquidation Preference Payment, then the entire assets of the Corporation to be so distributed shall be distributed ratably among the holders of Convertible Preferred Stock (based on the Individual Preferred Liquidation Preference Payments due to the respective holders of Convertible Preferred Stock).transaction;

· The ~~liquidation~~Company ~~value~~shall offail ~~Series~~to A,have ~~Series~~available Ba ~~and~~sufficient ~~Series~~number Cof ~~Convertible~~authorized ~~Preferred~~and ~~Stock~~unreserved ~~was~~shares ~~$1.75~~of ~~million,~~common $2stock ~~million~~to ~~and~~issue ~~$4.8~~to ~~million,~~such ~~respectively,~~holder asupon ofa ~~July 31, 2011.~~conversion;

36· Unless specifically addressed elsewhere in the Convertible Preferred Stock’s Certificate of Designation as a Triggering Event, the Corporation shall fail to observe or perform any other covenant, agreement or warranty contained in the Certificate of Designation, and such failure or breach shall not, if subject to the possibility of a cure by the Company, have been cured within 20 calendar days after the date on which written notice of such failure or breach shall have been delivered;

~~Conversion~~· ~~Rights~~There shall have occurred a bankruptcy event or material monetary judgment;

~~Each~~If ~~share~~the ofCompany ~~Convertible~~fails ~~Preferred~~to ~~Stock~~pay ~~shall~~the beredemption amount ~~convertible,~~as ata ~~the~~result ~~option~~ of ~~the~~a ~~holder~~triggering ~~thereof,~~event aton ~~any time after~~ the ~~original issue~~ date ~~(subject~~it tois ~~beneficial ownership limitations as listed below)~~due, ~~and~~interest ~~without~~will ~~the~~accrue ~~payment~~at ofa ~~additional~~rate ~~consideration~~equal byto the ~~holder~~lesser ~~thereof, into such number~~ of ~~fully-paid~~18% ~~and nonassessable shares of common stock as is determined by dividing the Stated Value~~ per ~~share~~year, or by the ~~Conversion~~maximum ~~Price~~rate inpermitted ~~effect~~by atapplicable ~~the time of conversion. The Conversion Price originally for Series A~~law, Baccruing ~~and~~daily Cfrom ~~shall be $0.0625, $0.25 and $0.25, respectively; provided, however, that~~ the ~~Conversion~~date ~~Price,~~of ~~and~~ the ~~rate~~triggering atevent ~~which~~until shares of Convertible Preferred Stock may be converted into shares of common stock, shall be subject to adjustment as a result of stock dividends, stock splits, and subsequent equity sales at a price lower than the ~~Convertible~~amount ~~Preferred~~is ~~Stock’s~~paid in ~~Conversion Price~~full. ~~Shares of Convertible Preferred Stock converted into common stock shall be canceled and shall not be reissued.~~

AtEvents ~~July~~that ~~31,~~may ~~2011,~~result ~~Series~~in A,the ~~Series~~redemption for Bcash of preferred stock, and ~~Series~~that Care ~~Convertible~~not ~~Preferred~~within ~~Stock~~a iscompany’s ~~convertible~~control ~~into~~may 28require ~~million,~~the 8preferred ~~million~~stock ~~and~~to 19be classified outside of stockholders’ equity (in the mezzanine section).2 ~~million~~All ~~common~~of ~~shares,~~the ~~respectively~~above triggering events are presumed not to be within our control. If Accordingly, these instruments are recorded in our balance sheet in the ~~Convertible~~caption Redeemable Preferred Stock, ~~had~~which is ~~been~~outside ~~converted~~of asstockholders’ equity. Management estimates the probability of ~~July~~the ~~31,~~triggering ~~2011,~~events to be remote due to the Company’s ~~aggregate~~affiliation ~~market~~with ~~price~~stockholders that represent a majority of the outstanding common ~~shares~~and ~~for~~preferred ~~Series~~stock. ATherefore, the ~~Series~~carrying Bvalue ~~and~~of ~~Series~~the Cpreferred ~~would~~stock ~~have~~has not been ~~approximately~~increased $1to the full redemption value.1 ~~million,~~The ~~$320~~reason ~~thousand,~~the ~~and~~carrying ~~$768~~value ~~thousand,~~is not ~~respectively~~equal to the redemption amount is due to the allocation of value to certain warrants issued in connection with the preferred stock. The following table summarizes for each preferred stock issuance the value allocated to the warrants and preferred stock:

Beneficial Ownership Limitations

		Total		Value		Preferred Stock
Preferred Stock	Date of	Proceeds		Allocated to		Carrying
Issuance	Issuance	Received		Warrants		Amount
Series A	July 30, 2009	$	1,750,000	$	539,000	$	1,211,000
Series B	October 6, 2009		2,000,000		930,838		1,069,162
Series C	January 29, 2010		1,000,000		431,415		568,585
Series C	June 3, 2010		2,300,000		598,000		1,702,000
Series C	June 9, 2011		1,500,000		24,000		1,476,000
Series C	December 28, 2011		2,800,000		1,456		2,798,544
Total		$	11,350,000	$	2,524,709	$	8,825,291

~~The~~NOTE ~~Company~~11 ~~shall~~- ~~not~~COMMON affect any conversion of the Convertible Preferred Stock, and a holder shall not have the right to convert any portion of the Convertible Preferred Stock, to the extent that, after giving effect to the conversion, such holder (together with such holder’s affiliates, and any other person or entity acting as a group together with such holder or any of such holder’s affiliates) would beneficially own in excess 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of Convertible Preferred Stock held by the applicable holder. The Beneficial Ownership Limitation provisions may be waived by such holder, at the election of such holder, upon not less than sixty one (61) days’ prior notice to the Company, to change the Beneficial Ownership Limitation to 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of Convertible Preferred Stock held by the applicable holder and the provisions of this section shall continue to apply. Upon such a change by a holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation shall not be further waived by such holder.STOCK

~~Redemption~~The ~~Rights~~Company has authorized 300 million common shares with a par value of $0.0001 per share. On all matters required by law to be submitted to a vote of the ~~Company~~holders of common stock, each share of common stock is entitled to one vote per share.

~~Shares~~On ofJuly 30, 2009, the ~~Convertible~~Company ~~Preferred~~granted ~~Stock~~Mr. Jarvis ~~shall~~1.8 bemillion ~~redeemable~~shares of common stock, into ~~whole~~be orheld in ~~part~~escrow, atin connection with the ~~option~~execution of an employment agreement. These shares will be issued to Mr. Jarvis is accordance with the ~~Company,~~vesting byperiod ~~resolution~~or upon completion of ~~its~~certain ~~Board~~performance ofmeasures. ~~Directors~~Due to atthe ~~any~~forward ~~time~~stock ~~after~~split, the ~~original~~amount ~~issue~~of ~~date~~shares ~~and~~was ~~before~~increased ~~the~~to ~~first~~7.2 ~~(1st)~~million ~~anniversary~~shares of ~~the~~common ~~original~~stock. ~~issue~~The ~~date~~shares atare subject to a ~~price~~vesting ~~equal~~period toin ~~one~~which ~~hundred~~3.6 million shares vest on July 30, 2010 and ~~ten~~July ~~percent~~30, ~~(110%)~~2011, ofrespectively. ~~the~~The ~~Stated~~grant ~~Value~~date fair value was approximately $306 thousand.

~~Redemption~~For ~~Rights~~the years ended July 31, 2012 and 2011, approximately $55 thousand and $405 thousand, respectively, of ~~Holder~~stock-based compensation expense was recognized, as a result of various share issuances.

The Convertible Preferred Stock is redeemable for cash in an amount representing the Stated Value of outstanding Convertible Preferred Stock. The following events give rise to a redemption triggering event:38

·On ~~The~~July 31, 2009, the Company ~~shall~~entered beinto a ~~party~~stock torepurchase agreement with a ~~change~~majority ofshareholder ~~control~~to ~~transaction;~~purchase 8 million shares for $210 thousand or $0.26 per share. The treasury stock was recorded at cost. Management’s plan is to retain these shares.

·On ~~The~~May ~~Company~~8, ~~shall~~2012, ~~fail~~the toCompany ~~have~~and ~~available~~Amacore entered into a ~~sufficient~~Stock ~~number~~Purchase ofAgreement ~~authorized~~(the ~~and~~“Amacore ~~unreserved~~Purchase Agreement”) whereby the Company purchased 37.21 million shares of the Company’s common stock tofrom ~~issue~~Amacore. Pursuant to ~~such~~the ~~holder~~Amacore ~~upon~~Purchase Agreement, the Company paid to Amacore a ~~conversion;~~purchase price equal to $300 thousand. The treasury stock was recorded at cost.

·On ~~Unless~~May ~~specifically~~8, ~~addressed~~2012, ~~elsewhere in~~ the ~~Convertible~~Company ~~Preferred~~and ~~Stock’s~~Infusion entered ~~Certificate~~into ~~of Designation as~~ a ~~Triggering~~Stock ~~Event,~~Purchase Agreement (the ~~Corporation~~“Infusion ~~shall~~Purchase ~~fail~~Agreement”) towhereby ~~observe~~the orCompany ~~perform~~purchased ~~any~~15.2 ~~other~~million shares ~~covenant,~~of ~~agreement or warranty contained in~~ the ~~Certificate~~Company’s ofcommon ~~Designation,~~stock ~~and~~from ~~such~~Infusion. ~~failure~~Pursuant ~~or breach shall not, if subject~~ to the ~~possibility~~Infusion ofPurchase aAgreement, ~~cure by~~ the Company, ~~have~~paid ~~been~~to ~~cured~~Infusion a ~~within~~purchase 20price ~~calendar~~equal ~~days~~to ~~after~~$100 ~~the~~thousand. ~~date~~The ontreasury ~~which~~stock ~~written~~was ~~notice~~recorded ofat ~~such failure or breach shall have been delivered;~~cost.

·NOTE ~~There~~12 ~~shall~~–WARRANTS ~~have occurred a bankruptcy event or material monetary judgment;~~

IfDuring 2009, Zurvita’s Board of Directors adopted the ~~Company~~2009 ~~fails~~Incentive toStock ~~pay~~Plan (the ~~redemption~~2009 ~~amount~~Plan), aspursuant ato ~~result~~which we reserved for issuance 6 million shares of aZurvita ~~triggering~~common stock ~~event~~to onbe used as awards to employees, directors, consultants, and other service providers. The purpose of the ~~date~~2009 itPlan is ~~due~~to provide an incentive to attract and retain officers, ~~interest~~consultants, ~~will~~advisors ~~accrue~~and atemployees whose services are considered valuable, to encourage a ~~rate~~sense ~~equal~~of proprietorship and to ~~the~~stimulate ~~lesser~~an active interest of ~~18%~~such ~~per~~persons ~~year~~into Zurvita’s development and financial success. Under the 2009 Plan, orZurvita is authorized to issue incentive stock options intended to qualify under Section 422 of the ~~maximum~~Code, ~~rate~~non-qualified ~~permitted~~stock byoptions, ~~applicable~~stock ~~law~~appreciation rights, ~~accruing~~performance ~~daily~~shares, ~~from~~restricted stock and long term incentive awards. The 2009 Plan is administered by the ~~date~~Board’s designated Compensation Committee. As of ~~the~~July ~~triggering~~31, ~~event~~2011, ~~until~~approximately 5.2 ~~the~~million ~~amount~~total isoptions ~~paid~~were inissued ~~full~~under the 2009 Plan.

37During the year ended July 31, 2011, the Company issued approximately 6.45 million warrants to purchase common stock.

~~Events~~The ~~that~~following ~~may~~table ~~result~~summarizes in the ~~redemption for cash~~ status of ~~preferred~~all ~~stock,~~warrants and that are not within a company’s control may require the preferred stock to be classified outside of stockholders’ equity (in the mezzanine section). All of the above triggering events are presumed not to be within our control. Accordingly, these instruments are recorded in our balance sheet in the caption Redeemable Preferred Stock, which is outside of stockholders’ equity. Management estimates the probability of the triggering events to be remote due to the Company’s affiliation with stockholders that represent a majority of the outstanding ~~common~~ and ~~preferred~~exercisable ~~stock. Therefore,~~at ~~the~~July ~~carrying~~31, ~~value of the preferred stock has not been increased to the full redemption value~~2012. The reason the carrying value is not equal to the redemption amount is due to the allocation of value to certain warrants issued in connection with the preferred stock. The following table summarizes for each preferred stock issuance the value allocated to the warrants and preferred stock:

		Total		Value		Preferred Stock
Preferred Stock	Date of	Proceeds		Allocated to		Carrying
Issuance	Issuance	Received		Warrants		Amount
Series A	July 30, 2009	$	1,750,000	$	539,000	$	1,211,000
Series B	October 6, 2009	$	2,000,000	$	930,838	$	1,069,162
Series C	January 29, 2010	$	1,000,000	$	431,415	$	568,585
Series C	June 3, 2010	$	2,300,000	$	598,000	$	1,702,000
Series C	June 9, 2011	$	1,500,000	$	24,000	$	1,476,000

Outstanding Warrants

The Company has authorized 300 million common shares with a par value of $0.0001 per share. On all matters required by law to be submitted to a vote of the holders of common stock, each share of common stock is entitled to one vote per share.

Range of Exercise Prices	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years
$0.01 to $0.49		71,908,000	$	0.17	4.61
$0.50 to $0.99		100,000	$	0.75	2.53
		72,008,000	$	0.16	4.61

OnExercisable July 30, 2009, the Company granted Mr. Jarvis 1.8 million shares of common stock, to be held in escrow, in connection with the execution of an employment agreement. These shares will be issued to Mr. Jarvis is accordance with the vesting period or upon completion of certain performance measures. Due to the forward stock split, the amount of shares was increased to 7.2 million shares of common stock. The shares are subject to a vesting period in which 3.6 million shares vest on July 30, 2010 and July 30, 2011, respectively. The grant date fair value was approximately $306 thousand.Warrants

For the years ended July 31, 2011 and 2010, approximately $405 thousand and $229 thousand, respectively, of stock-based compensation expense was recognized, as a result of various share issuances.

Range of Exercise Prices	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years
$0.01 to $0.49		71,870,500	$	0.17	4.61
$0.50 to $0.99		100,000	$	0.75	2.53
		71,970,500	$	0.17	4.61

OnCompensatory ~~July~~Equity 31, 2009, the Company entered into a stock repurchase agreement with a majority shareholder to purchase 8 million shares for $210 thousand or $0.26 per share. The treasury stock was recorded at cost. Management’s plan is to retain these shares.Warrants

~~NOTE~~During 15the ~~–WARRANTS~~year ended July 31, 2012, the Company issued compensatory equity warrants to purchase an aggregate of approximately 433 thousand shares of common stock.

During 2009, Zurvita’s Board of Directors adopted the 2009 Incentive Stock Plan (the 2009 Plan), pursuant to which we reserved for issuance 6 million shares of Zurvita common stock to be used as awards to employees, directors, consultants, and other service providers. The purpose of the 2009 Plan is to provide an incentive to attract and retain officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons into Zurvita’s development and financial success. Under the 2009 Plan, Zurvita is authorized to issue incentive stock options intended to qualify under Section 422 of the Code, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long term incentive awards. The 2009 Plan is administered by the Board’s designated Compensation Committee. As of July 31, 2011, approximately 5.2 million total options were issued under the 2009 Plan.39

~~During~~Assumptions ~~the~~used ~~year~~to ~~ended~~determine ~~July~~the ~~31,~~fair value ~~2011,~~of the ~~Company~~compensatory ~~issued~~warrants ~~approximately~~granted ~~6.45~~during ~~million~~the ~~warrants~~years toended ~~purchase~~July ~~common~~31, ~~stock~~2012 and 2011 are as follows.

	July 31, 2012	July 31, 2011
Expected dividends	0%	0%
Expected volatility	70%	65%
Risk free interest rate	0.25% - 0.94%	0.70% - 1.30%
Expected life	5 years	5 years

The following table summarizes the ~~status~~activity for ofcompensatory ~~all~~ warrants ~~outstanding~~classified ~~and~~as ~~exercisable~~equity atfor the year ended July 31, ~~2011~~2012.

Outstanding Warrants
		Compensatory Equity Warrants				Weighted Average Exercise Price				Weighted Average Remaining Contractual Term				Aggregate Intrinsic Value
Range of Exercise Prices				Number of Warrants				Weighted Average Exercise Price				Weighted Average Remaining Contractual Life in Years
Outstanding at July 31, 2011			5,175,000			$	0.22				3.89			$	–
	$0.01 to $0.49				60,275,000				$ 0.16				5.28
Issued			433,000				0.23				–				–
	$0.50 to $0.99				100,000				$ 0.75				3.53
Exercised			–				–				–				–
					60,375,000				$ 0.16				5.28
Cancelled or Expired			–				–				–				–
Outstanding at July 31, 2012			5,608,000			$	0.22				3.00			$	–
Exercisable at July 31, 2012			5,570,500			$	0.22				2.81			$	–

Exercisable Warrants
Range of Exercise Prices		Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years
	$0.01 to $0.49		58,958,497		$ 0.16		5.31
	$0.50 to $0.99		100,000		$ 0.75		3.53
			59,058,497		$ 0.16		5.30

The total fair value of warrants vested during the year ended July 31, 2012 was approximately $177 thousand. The weighted average grant date fair value of warrants granted during the year ended July 31, 2012 and 2011 was $0 and $0, respectively.

~~Compensatory~~A ~~Equity~~summary ~~Warrants~~of the status of the Company's non-vested compensatory equity warrants of July 31, 2012, and the changes during the year ended July 31, 2012, is presented below.

During the year ended July 31, 2011, the Company issued compensatory equity warrants to purchase an aggregate of approximately 450 thousand shares of common stock.

	Compensatory Warrants			Weighted Average Grant-Date Fair Value
Non-vested at July 31, 2011		1,316,503		$	0.14
Issued		433,000			0.23
Exercised		–			–
Expired		–			–
Vested		(1,712,003	)		0.52
Non-vested at July 31, 2012		37,500		$	–

~~Assumptions~~The ~~used~~weighted toaverage ~~determine~~period ~~the~~over ~~fair~~which ~~value~~non-vested ofawards ~~the~~are expected ~~compensatory~~to ~~warrants~~be ~~granted~~recognized ~~during~~is ~~the~~1 ~~years ended July 31, 2011 and 2010 are as follows~~year.

	July 31, 2011	July 31, 2010
Expected dividends	0%	0%
Expected volatility	65%	65%
Risk free interest rate	0.70% - 1.30%	0.22% - 1.65%
Expected life	5 years	6 months to 5 years

Non-compensatory Liability Warrants

~~The~~During ~~following~~the ~~table~~year ~~summarizes~~ended ~~the~~July ~~activity~~31, ~~for~~2011, Zurvita issued in conjunction with preferred stock non-compensatory warrants ~~classified~~to aspurchase ~~equity~~an ~~for~~aggregate ~~the~~of ~~year~~approximately ~~ended~~6 million shares of common stock. There were approximately 66.4 million non-compensatory warrants outstanding as of July 31, ~~2011~~2012, all of which were classified as liabilities. These warrants are classified as liability instruments as net share settlement is not considered within the Company’s control or certain exercise prices are not fixed which has the potential to cause a variable number of shares and/or value exchange upon exercise.

	Compensatory Equity Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at July 31, 2010		5,795,526		$	0.28		3.94	$	-
Issued		450,000			0.24		-		-
Exercised		(1,000	)		0.50		-		-
Cancelled or Expired		(1,069,526	)		-		-		-
Outstanding at July 31, 2011		5,175,000		$	0.22		3.89	$	-
Exercisable at July 31, 2011		3,858,497		$	0.23		3.84	$	-

The fair value of each option award classified as a liability on the balance sheets is estimated on the date of the grant using the Black-Scholes Pricing Model and the assumptions noted in the following table. The stock price used approximates the market price less a marketability discount of 30%. Expected volatility was determined by independent valuation specialist. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury Strip yield curve in effect at the time of grant. The expected term of options granted represents the period of time that options granted are expected to be outstanding.

There were approximately 1 thousand warrants exercised for $500 during the year ended July 31, 2011 with no intrinsic value at the date of exercise. The total fair value of warrants vested during the year ended July 31, 2011 was approximately $266 thousand. The weighted average grant date fair value of warrants granted during the year ended July 31, 2011 and 2010 was $0 and $0.12, respectively.40

AAssumptions ~~summary~~used ofto determine the ~~status~~fair value of the ~~Company's~~ non-~~vested~~ compensatory ~~equity~~ warrants ofgranted ~~July~~at ~~31, 2011,~~ and ~~the changes~~ during the ~~year~~years ended July 31, 2012 and 2011, isare ~~presented~~as ~~below~~follows.

	July 31, 2011	July 31, 2010
Expected dividends	0%	0%
Expected volatility	70%	65%
Risk free interest rate	0.69% - 1.28%	1.41% - 2.50%
Expected life	7 years	5 -7 years

	Compensatory Warrants			Weighted Average Grant-Date Fair Value
Non-vested at July 31, 2010		2,620,467		$	0.16
Issued		450,000			0.24
Exercised		-			-
Expired		-			-
Vested		(1,753,964	)		0.34
Non-vested at July 31, 2011		1,316,503		$	0.14

A summary of the activity of the Company's non-compensatory warrants classified as liabilities on the balance sheet during the year ended July 31, 2012 is presented below.

Total compensation cost related to non-vested awards not yet recognized is approximately $33 thousand and the weighted average period over which it is expected to be recognized is 1 year.

	Non-Compensatory Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term
Outstanding at July 31, 2011		55,200,000	$	0.15		5.41
Issued		11,200,000		0.25		6.41
Exercised		–		–		–
Cancelled or Expired		–		–		–
Outstanding and Exercisable at July 31, 2012		66,400,000	$	0.17		4.74

~~Non~~As of July 31, 2012, there was no unrecognized compensation cost related to non-compensatory ~~Liability~~liability ~~Warrants~~warrants as all were immediately vested upon issuance. There were no warrants exercised during the year ended July 31, 2012 therefore no intrinsic value associated with them. The total fair value of vested warrants at July 31, 2012 was approximately $1.5 thousand. The weighted average grant date fair value of warrants granted during the year ended July 31, 2012 and 2011 was $0 and $0, respectively.

~~During~~A ~~the~~summary ~~year~~of ~~ended~~the ~~July~~status ~~31,~~of ~~2011,~~the ~~Zurvita issued in conjunction with preferred stock~~ Company's non-~~compensatory~~vested ~~warrants to purchase an aggregate of approximately 6 million shares of common stock. There were approximately 55.2 million~~ non-compensatory liability warrants ~~outstanding~~ as of July 31, ~~2011~~2012, ~~all~~and ~~of which were classified as liabilities. These warrants are classified as liability instruments as net share settlement is not considered within~~ the ~~Company’s~~changes ~~control~~during ~~or certain exercise prices are not fixed which has~~ the ~~potential~~year toended ~~cause~~July a31, ~~variable~~2012, ~~number~~is ~~of shares and/or value exchange upon exercise~~presented below.

	Non-Compensatory Warrants			Weighted Average Grant-Date Fair Value
Non-vested at July 31, 2011		–		$	–
Issued		11,200,000			0.00
Exercised		–			–
Vested		(11,200,000	)		–
Non-vested at July 31, 2012		–		$	–

~~Assumptions used to determine the fair value of the non-compensatory warrants granted at and during the years ended July 31, 2011 and 2010 are as follows.~~41

	July 31, 2011	July 31, 2010
Expected dividends	0%	0%
Expected volatility	65%	65%
Risk free interest rate	1.41% - 2.50%	2.01% - 2.29%
Expected life	7 years	5 - 7 years

Amacore Stock Warrants Issued

ADuring ~~summary~~2008, ofThe ~~the~~Amacore ~~activity~~Group, ofInc (“Amacore”) granted to Mr. Jarvis 800 thousand warrants to purchase common stock in connection with his employment agreement with the Company's. ~~non-compensatory~~In the event the warrants ~~classified~~are asexercised, ~~liabilities~~Amacore onwill issue the ~~balance~~corresponding ~~sheet~~authorized ~~during~~and ~~the~~available common ~~year~~stock ~~ended~~to ~~July~~Mr. ~~31,~~Jarvis. ~~2010~~The iscontractual ~~presented~~term ~~below~~of the warrants issued was five years.

	Non- Compensatory Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term
Outstanding at July 31, 2010		49,200,000	$	0.14		6.23
Issued		6,000,000		0.25		6.86
Exercised		-		-		-
Cancelled or Expired		-		-		-
Outstanding and Exercisable at July 31, 2011		55,200,000	$	0.15		5.41

Amacore had accelerated the vesting conditions of the original award prior to July 31, 2009 and, therefore, no compensation expense is recorded in fiscal 2010. As of July 31, 2011, there were 800 thousand warrants outstanding and exercisable. No warrants expired, nor were any warrants exercised or forfeited during the nine months ended April 30, 2011 and, therefore, no intrinsic value was realized. As of July 31, 2011, the weighted average exercise price of warrants granted was $0.60. The grant date fair value of the warrants granted was $0.43.

~~As of July 31, 2011, there was no unrecognized compensation cost related to non~~Stock-~~compensatory~~Based ~~liability~~Compensation warrants as all were immediately vested upon issuance. There were no warrants exercised during the year ended July 31, 2011 therefore no intrinsic value associated with them. There were approximately 525 thousand warrants exercised during the year ended July 31, 2010 with an associated intrinsic value of approximately $157 thousand at the date of exercise. The total fair value of vested warrants at July 31, 2011 was approximately $24 thousand. The weighted average grant date fair value of warrants granted during the year ended July 31, 2011 and 2010 was $0 and $0.09, respectively.Expense

40For the years ended July 31, 2012 and 2011, the Company recognized stock-based compensation expense, including both expense related to compensatory warrants and expense related to share awards, with the Statement of Operations as follows:

A summary of the status of the Company's non-vested non-compensatory liability warrants as of July 31, 2011, and the changes during the year ended July 31, 2011, is presented below.

	For the Year Ended July 31, 2012		For the Year Ended July 31, 2011
Payroll and employee benefits	$	55,272	$	405,253
Professional fees		–		28,343
Total	$	55,272	$	433,596

	Non- Compensatory Warrants			Weighted Average Grant-Date Fair Value
Non-vested at July 31, 2010		-		$	-
Issued		6,000,000			-
Exercised		-			-
Vested		(6,000,000	)		-
Non-vested at July 31, 2010		-		$	-

NOTE 13 - INCOME TAXES

~~Amacore~~Deferred ~~Stock~~income ~~Warrants~~tax ~~Issued~~assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

~~During 2008,~~ The ~~Amacore~~components ~~Group,~~of ~~Inc (“Amacore”) granted to Mr. Jarvis 800 thousand warrants to purchase common stock in connection with his employment agreement with~~ the ~~Company. In~~income ~~the~~tax ~~event~~provision ~~the~~(benefit) ~~warrants~~ are ~~exercised, Amacore will issue the corresponding authorized and available common stock to Mr. Jarvis. The contractual term of the warrants issued was five years.~~as follows:

Amacore had accelerated the vesting conditions of the original award prior to July 31, 2009 and, therefore, no compensation expense is recorded in fiscal 2010. As of July 31, 2011, there were 800 thousand warrants outstanding and exercisable. No warrants expired, nor were any warrants exercised or forfeited during the year ended July 31, 2011 and, therefore, no intrinsic value was realized. As of July 31, 2011, the weighted average exercise price of warrants granted was $0.60. The grant date fair value of the warrants granted was $0.43.

	For the Year Ended July 31, 2012		For the Year Ended July 31, 2011
Current:
Federal income tax	$	–	$	–
State income tax		2,822		4,486
Deferred:
Federal income tax		–		–
State income tax		–		–
Total provision for income taxes	$	2,822	$	4,486

~~Stock-Based Compensation Expense~~42

~~For~~Temporary ~~the~~differences ~~years~~that ~~ended~~give ~~July~~rise ~~31, 2011 and 2010, the Company recognized stock-based compensation expense, including both expense related~~ to deferred ~~compensatory~~tax ~~warrants~~assets and ~~expense~~liabilities ~~related~~are tosummarized ~~share awards, with the Statement of Operations~~ as follows:

	For the Year Ended July 31, 2011			For the Year Ended July 31, 2010
	For the Year Ended July 31, 2012			For the Year Ended July 31, 2011
Payroll and employee benefits	$	405,253		$	521,033
Deferred tax assets:
Professional fees		-			28,343
Deferred compensation	$	33,166		$	33,166
Total	$	405,253		$	549,376
Employee warrant compensation		228,956			210,185
Fixed assets		22,643			11,452
Marketing agreement intangible asset		680,000			680,000
Membership reserve		3,400			5,155
Unrealized loss on change in fair market value of warrants		–			–
Unrealized loss on marketable securities		111,112			111,112
Net operating loss carryforward		6,365,102			6,237,593
Gross deferred tax asset		7,444,379			7,288,663
Less deferred tax asset valuation allowance		(7,444,379	)		(7,288,663	)
Deferred tax asset - net		–			–
Deferred tax liabilities:
Gain on share conversion		–			(44,680	)
Gross deferred tax liability		–			(44,680	)
Net deferred tax asset	$	–		$	(44,680	)

~~NOTE 16~~As -of ~~INCOME~~July ~~TAXES~~31, 2012, realization of the Company’s net deferred tax assets of approximately $7.4 million was not considered more likely than not, and, accordingly, a valuation allowance of an equal amount was provided. The net change in the total valuation allowance during the year ended July 31, 2011, was approximately $324 thousand.

~~Deferred~~The Company ~~income~~has ~~tax~~a ~~assets~~total ~~and~~of ~~liabilities~~$18.3 ~~are~~million ~~determined based upon differences between financial reporting and tax bases~~ of ~~assets~~net ~~and~~operating ~~liabilities~~losses ~~and~~available ~~are~~to ~~measured~~be ~~using~~offset ~~the~~against ~~enacted~~future ~~tax~~taxable ~~rates~~income and ~~laws~~ that ~~will~~expire between be2028 inand ~~effect when the differences are expected to reverse~~2030.

41The Company determined that there were no uncertain tax positions, and accordingly no associated interest and penalties were required to be accrued at July 31, 2011 and 2010, respectively. The Company does not believe that there are any tax positions for which a material change in unrecognized tax benefit or liability is reasonable possible in the next twelve months. The Company believes that there are no uncertain tax positions which, if recognized, would impact the effective tax rate.

~~The~~Below ~~components~~is a reconciliation of the statutory federal income tax ~~provision~~rate ~~(benefit)~~to ~~are~~the asCompany’s ~~follows:~~effective tax rate for the years ended July 31, 2012 and 2011.

	For the Year Ended July 31, 2011			For the Year Ended July 31, 2010
	For the Year Ended July 31, 2012						For the Year Ended July 31, 2011
Current:
Tax provision at U.S. federal income tax rate	$	(147,979	)		-34.00%		$	551,842		34.00%
Federal income tax	$	-		$	-
State income tax provision net of federal		2,822			0.65%			4,486		0.28%
State income tax		4,486			(19,629	)
Adjustment for payment share exchange obligation		5,270			1.21%			39,213		2.42%
Deferred:
Meals and entertainment		–			0.00%			5,412		0.33%
Federal income tax		-			-
Penalties		–			0.00%			178		0.01%
State income tax		-			-
Share conversion gain		–			-2.99%			(201,765	)	-12.43%
Total provision (benefit) for income taxes	$	4,486		$	(19,629	)
Warrant gain		(13,007	)		0.00%			(718,699	)	-44.28%
Change in valuation allowance		155,716			35.78%			323,819		19.95%
Provision for income taxes	$	2,822			0.65%		$	4,486		0.28%

~~Temporary differences that give rise to deferred tax assets and liabilities are summarized as follows:~~43

	For the Year Ended July 31, 2011			For the Year Ended July 31, 2010
Deferred tax assets:
Deferred compensation	$	33,166		$	45,933
Employee warrant compensation		210,185			98,409
Fixed assets		11,452			10,934
Marketing agreement intangible asset		680,000			680,000
Membership reserve		5,155			7,661
Unrealized loss on change in fair market value of warrants		-			1,353,397
Unrealized loss on marketable securities		111,112			98,600
Net operating loss carryforward		6,237,593			4,714,591
Gross deferred tax asset		7,288,663			7,009,525
Less deferred tax asset valuation allowance		(7,288,663	)		(6,964,845	)
Deferred tax asset - net		-			44,680
Deferred tax liabilities:
Gain on share conversion		-			(44,680	)
Gross deferred tax liability		-			(44,680	)
Net deferred tax asset	$	-		$	-

NOTE 14 - EARNINGS (LOSS) PER SHARE

AsEarnings of(loss) ~~July~~per ~~31,~~share ~~2011,~~are ~~realization~~computed using the basic and diluted calculations on the face of the ~~Company’s~~statement of operations. Basic earnings (loss) per share is calculated by dividing net ~~deferred~~income ~~tax~~(loss) ~~assets~~available to common stockholders by the weighted average number of ~~approximately~~shares $7of common stock outstanding for the period.3 ~~million~~Diluted ~~was~~earnings ~~not~~(loss) ~~considered~~per ~~more~~share ~~likely~~is ~~than~~calculated ~~not,~~by ~~and,~~dividing ~~accordingly~~the net income (loss) by the weighted average number of shares of common stock outstanding for the period, aadjusted ~~valuation~~for ~~allowance~~the dilutive effect of ancommon ~~equal~~stock equivalents, ~~amount~~using ~~was~~the ~~provided~~treasury stock method. ~~The~~ ~~net~~Convertible ~~change~~debt, warrants, employee and non-employee stock options that are considered potentially dilutive are included in the ~~total~~fully ~~valuation~~diluted ~~allowance~~shares ~~during~~calculation as long as the ~~year~~effect ~~ended~~is ~~July~~not ~~31,~~anti-dilutive. ~~2011,~~Contingently issuable ~~was~~shares ~~approximately~~are ~~$324~~included ~~thousand~~in the computation of basic loss per share when the issuance of the shares is no longer contingent.

The ~~Company~~following ~~has~~is athe ~~total~~computation of ~~$18.3~~basic and ~~million~~diluted of net ~~operating~~earnings ~~losses~~(loss) ~~available~~per tocommon beshare ~~offset~~for ~~against~~the ~~future~~year ~~taxable~~ended ~~income~~July ~~and~~31, ~~that~~2012 ~~expire between 2028~~ and ~~2030.~~2011:

The Company determined that there were no uncertain tax positions, and accordingly no associated interest and penalties were required to be accrued at July 31, 2011 and 2010, respectively. The Company does not believe that there are any tax positions for which a material change in unrecognized tax benefit or liability is reasonable possible in the next twelve months. The Company believes that there are no uncertain tax positions which, if recognized, would impact the effective tax rate.

	For the Year Ended July 31, 2012			For the Year Ended July 31, 2011
Numerator:
Net (loss) income available to common stockholders	$	(435,232	)	$	1,618,579

Denominator:
Weighted average basic and fully diluted shares outstanding		12,750,954			61,498,713

Net (loss) income per common share - basic and diluted	$	(0.03	)	$	0.03

~~Below~~During isthe ayears ~~reconciliation~~ended ofJuly 31, 2012 and 2011, the ~~statutory~~effect ~~federal~~of ~~income~~convertible ~~tax~~debt, ~~rate~~outstanding toexercisable warrants and convertible preferred stock were not included within the Company’s ~~effective~~earnings ~~tax~~(loss) ~~rate~~per ~~for~~share ~~the~~calculation ~~years~~as ~~ended~~they ~~July~~were ~~31,~~either ~~2011~~out-of-the ~~and~~money ~~2010~~or anti-dilutive.

42Securities that could potentially dilute earnings per share in the future, but which were not included in the calculation of diluted earnings per share because they were either out-of-the money or to do so would have been anti-dilutive are as follows:

		For the Year Ended July 31, 2011						For the Year Ended July 31, 2010
	For the Year Ended July 31, 2012			For the Year Ended July 31, 2011
Tax provision at U.S. federal income tax rate	$	551,842			34.00	%	$	(3,920,725	)	-34.00	%
Potentially dilutive securities outstanding at end of period:
State income tax provision net of federal		4,486			0.28	%		(19,629	)	-0.17	%
Common stock warrants		72,008,000			60,375,000
Adjustment of merchant account deposit obligation		39,213			2.42	%		-		0.00	%
Convertible note payable		–			8,923,027
Meals and entertainment		5,412			0.33	%		6,436		0.06	%
Convertible preferred stock:
Penalties		178			0.01	%		-		0.00	%
Series A		28,000,000			28,000,000
Share conversion gain		(201,765	)		-12.43	%		-		0.00	%
Series B		8,000,000			8,000,000
Warrant gain		(718,699	)		-44.28	%		-		0.00	%
Series C		30,400,000			19,200,000
Change in valuation allowance		323,819			19.95	%		3,914,289		33.94	%
Total Preferred Stock		66,400,000			55,200,000
Provision (benefit) for income taxes	$	4,486			0.28	%	$	(19,629	)	-0.17	%
Total potentially dilutive securities		138,408,000			124,498,027

~~NOTE 17 - EARNINGS (LOSS) PER SHARE~~44

~~Earnings~~NOTE 15 (loss) per share are computed using the basic and diluted calculations on the face of the statement of operations. Basic earnings (loss) per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period, adjusted for the dilutive effect of common stock equivalents, using the treasury stock method. Convertible debt, warrants, employee and non-~~employee~~ ~~stock~~COMMITMENTS ~~options~~AND that are considered potentially dilutive are included in the fully diluted shares calculation as long as the effect is not anti-dilutive. Contingently issuable shares are included in the computation of basic loss per share when the issuance of the shares is no longer contingent.CONTINGENCIES

The ~~following~~Company is ~~the~~committed ~~computation~~under a lease of ~~basic~~office ~~and~~space ~~diluted~~through ~~net~~July ~~earnings~~31, ~~(loss)~~2015. ~~per~~For ~~common share for~~ the ~~year~~years ended July 31, 2012 and 2011, rent expense was approximately $108 thousand and ~~2010:~~$108 thousand, respectively.

	For the Year Ended July 31, 2011		For the Year Ended July 31, 2010
Numerator:
Net income (loss) available to common stockholders	$	1,618,579	$	(11,511,915	)
Denominator:
Weighted average basic and fully diluted shares outstanding		61,498,713		56,711,644
Net income (loss) per common share - basic and diluted	$	0.03	$	(0.20	)

The following is a schedule of future minimum lease payments required under the said lease.

During the years ended July 31, 2011 and 2010, the effect of convertible debt, outstanding exercisable warrants and convertible preferred stock were not included within the Company’s earnings (loss) per share calculation as they were either out-of-the money or anti-dilutive.


As of July 31, 2012:

2013	$	112,970
2014		112,970
2015		112,970
	$	338,910

43Employment Agreement with Mark Jarvis

~~Securities~~On July ~~that~~30, ~~could~~2009, ~~potentially~~the ~~dilute~~Company ~~earnings~~entered ~~per~~into ~~share~~an inemployment agreement with Mark Jarvis (the ~~future~~“Jarvis Agreement”), ~~but~~pursuant to which ~~were~~Mr. ~~not~~Jarvis ~~included~~agreed to serve as Co-CEO of the Company for a term of two years. Pursuant to the Jarvis Agreement, Mr. Jarvis shall receive annual compensation of $480 thousand (the “Base Salary”). Mr. Jarvis shall also be entitled certain other benefits, including health insurance, as may be provided to other comparable executives of Zurvita Holdings. In addition, within 30 days of the execution of the Jarvis Agreement, the Company shall place 7.2 million shares of the Company’s common stock in escrow on behalf of Mr. Jarvis (the ~~calculation~~“Initial Jarvis Shares”). The Initial Jarvis Shares are subject to a vesting period pursuant to which (i) 3.6 million shares shall vest on July 30, 2010, and (ii) 3.6 million shares shall vest on July 30, 2011. In addition, in the event that for the first quarter ending six months after July 30, 2009 Zurvita Holdings is cash flow positive, the Company shall, within 30 days of ~~diluted~~the ~~earnings~~Company ~~per~~filing ~~share~~its ~~because~~Form ~~they~~10-Q, issue to Mr. Jarvis 7.2 million shares. Alternatively, for the two quarters ending six (6) months after Start-Up Period, (“Extended Measuring Quarters”), should the average Zurvita Holdings monthly cash flow during the Extended Measuring Quarters, as documented on the monthly cash flow statements, and verified in the Quarterly Report(s), be operationally cash flow positive, the Performance Shares shall be issued to Executive subject to a one year vesting period from the time of initial grant. However, these shares were not issued at either ~~out-~~of- these aforementioned periods, as the ~~money~~requirements orfor issuance were not met. In addition to dohis soBase ~~would~~Salary, Mr. ~~have~~Jarvis ~~been~~shall ~~anti-dilutive~~also ~~are~~be eligible to receive certain incentive bonus compensation (the “Incentive Bonus”) based upon the revenue generated by Zurvita Holdings. Mr. Jarvis’ Incentive Bonus shall be calculated as ~~follows:~~10% of Zurvita Holdings net income. If Mr. Jarvis’ employment is terminated by the Company as a result of his disability (as such term is defined in the Jarvis Agreement), Mr. Jarvis shall be entitled to receive a lump sum payment equal to his (i) accrued but unpaid Base Salary, (ii) any outstanding expense reimbursements, (iii) any accrued but unpaid Incentive Bonus, (iv) a monthly amount, which when added to any amounts received by Mr. Jarvis from any disability policy in effect at the time of his disability, will equal Mr. Jarvis’ Base Salary for the 12 month period following the date of disability termination.

	For the Year Ended July 31, 2011		For the Year Ended July 31, 2010
Potentially dilutive securities outstanding at end of period:
Common stock warrants		60,375,000		54,995,526
Convertible note payable		8,923,027		8,400,237
Convertible preferred stock:
Series A		28,000,000		28,000,000
Series B		8,000,000		8,000,000
Series C		19,200,000		13,200,000
Total Preferred Stock		55,200,000		49,200,000
Total potentially dilutive securities		124,498,027		112,595,763

Subsequent to July 31, 2011, the Company and Mark Jarvis entered into an employment agreement amendment which eliminated the deferred compensation due Mark Jarvis, and the Company issued 62,241 shares of restricted common stock to satisfy the deferred compensation due consultant. No deferred compensation was due at July 31, 2012.

NOTE 18 16 - ~~COMMITMENTS~~LEGAL ~~AND CONTINGENCIES~~PROCEEDINGS

~~The~~As of July 31, 2011, the Company iswas ~~committed~~involved ~~under~~in avarious ~~lease~~additional claims or disputes arising in the normal course of ~~office~~business. The ~~space~~outcome ~~through~~of ~~July~~such ~~31,~~claims ~~2012~~cannot be determined at this time. ~~For~~ ~~the~~Management ~~years~~does ~~ended~~not ~~July~~believe ~~31,~~that ~~2011~~the ~~and~~ultimate ~~2010,~~outcome ~~rent~~of ~~expense~~these ~~was~~matters will ~~approximately~~have ~~$108~~a ~~thousand~~material ~~and~~impact ~~$99~~on ~~thousand,~~the ~~respectively~~Company’s operations or cash flows.

~~The~~NOTE 17 - ~~following~~RELATED isPARTY ~~a schedule of future minimum lease payments required under the said lease.~~TRANSACTIONS

As of July 31, 2011:
2012	$	106,808
Thereafter		-
	$	106,808

Commissions Paid

~~Employment~~There are ~~Agreement~~immediate ~~with~~family ~~Mark~~members of Mr. Jarvis, who operate as independent sales consultants who were paid commission compensation which approximated $199 thousand for the year ended July 31, 2012, and approximately $92 thousand for the year ended July 31, 2011. These payments were for work they performed on behalf of the Company.

On July 30, 2009, the Company entered into an employment agreement with Mark Jarvis (the “Jarvis Agreement”), pursuant to which Mr. Jarvis agreed to serve as Co-CEO of the Company for a term of two years. Pursuant to the Jarvis Agreement, Mr. Jarvis shall receive annual compensation of $480 thousand (the “Base Salary”). Mr. Jarvis shall also be entitled certain other benefits, including health insurance, as may be provided to other comparable executives of Zurvita Holdings. In addition, within 30 days of the execution of the Jarvis Agreement, the Company shall place 7.2 million shares of the Company’s common stock in escrow on behalf of Mr. Jarvis (the “Initial Jarvis Shares”). The Initial Jarvis Shares are subject to a vesting period pursuant to which (i) 3.6 million shares shall vest on July 30, 2010, and (ii) 3.6 million shares shall vest on July 30, 2011. In addition, in the event that for the first quarter ending six months after July 30, 2009 Zurvita Holdings is cash flow positive, the Company shall, within 30 days of the Company filing its Form 10-Q, issue to Mr. Jarvis 7.2 million shares. Alternatively, for the two quarters ending six (6) months after Start-Up Period, (“Extended Measuring Quarters”), should the average Zurvita Holdings monthly cash flow during the Extended Measuring Quarters, as documented on the monthly cash flow statements, and verified in the Quarterly Report(s), be operationally cash flow positive, the Performance Shares shall be issued to Executive subject to a one year vesting period from the time of initial grant. However, these shares were not issued at either of these aforementioned periods, as the requirements for issuance were not met. In addition to his Base Salary, Mr. Jarvis shall also be eligible to receive certain incentive bonus compensation (the “Incentive Bonus”) based upon the revenue generated by Zurvita Holdings. Mr. Jarvis’ Incentive Bonus shall be calculated as 10% of Zurvita Holdings income from operations before other income (expenses). If Mr. Jarvis’ employment is terminated by the Company as a result of his disability (as such term is defined in the Jarvis Agreement), Mr. Jarvis shall be entitled to receive a lump sum payment equal to his (i) accrued but unpaid Base Salary, (ii) any outstanding expense reimbursements, (iii) any accrued but unpaid Incentive Bonus, (iv) a monthly amount, which when added to any amounts received by Mr. Jarvis from any disability policy in effect at the time of his disability, will equal Mr. Jarvis’ Base Salary for the 12 month period following the date of disability termination.45

~~NOTE~~Interest 19on -Note ~~LEGAL~~Payable ~~PROCEEDINGS~~to Infusion Brands International, Inc. f/k/a OmniReliant Holdings, Inc.

AsThe ofCompany ~~July~~recognized ~~31,~~interest ~~2011,~~expense with respect to the ~~Company~~note ~~was~~payable ~~involved~~due into ~~various~~Infusion ~~additional~~Brands, ~~claims~~who oris ~~disputes~~a ~~arising~~significant inshareholder of the ~~normal~~company. ~~course~~For ofthe ~~business. The~~year ~~outcome~~ended ofJuly 31, ~~such~~2012 ~~claims~~and ~~cannot~~2011, beinterest ~~determined~~expense atwas ~~this~~approximately ~~time. Management~~$263 ~~does~~thousand ~~not~~and ~~believe~~$323 ~~that~~thousand, ~~the~~respectively. ~~ultimate~~Of ~~outcome~~the ofinterest ~~these~~expense ~~matters~~recognized, approximately ~~will~~$159 ~~have~~thousand aand ~~material~~$192 ~~impact~~thousand onrelates to the ~~Company’s~~amortization ~~operations~~of orthe ~~cash flows~~discount.

44On May 8, 2012, the Company and Infusion entered into a Stock Purchase Agreement (the “Infusion Purchase Agreement”) whereby the Company purchased 15.2 million shares of the Company’s common stock from Infusion. Pursuant to the Infusion Purchase Agreement, the Company paid to Infusion a purchase price equal to $100 thousand.

Furthermore, in connection with the Infusion ~~NOTE 20~~Purchase -Agreement, ~~RELATED~~Infusion ~~PARTY~~forgave ~~TRANSACTIONS~~and surrendered for cancellation that certain promissory note in principal amount of $2,000,000 (the “Note”) along with accrued interest of $818 thousand and unrealized gain on the conversion feature of $593 thousand for the year ended July 31, 2012, were written off to gain from extinguishment of debt. The Note was issued by the Company to Infusion in connection with that certain License and Marketing Agreement, dated October 9, 2009, by and between the Company and Infusion. Lastly, Infusion terminated and released any and all of Infusion’s security interest arising out of that certain Security Agreement, dated December 2, 2010, by and between the Company and Infusion.

~~Commissions~~Agreement ~~Paid~~with Amacore

~~There~~The ~~are~~Company ~~immediate~~entered ~~family~~into ~~members~~a ofMarketing ~~Mr.~~and Sales ~~Jarvis,~~Agreement ~~who~~on ~~operate~~July as31, ~~independent~~2009, ~~sales~~pursuant ~~consultants~~to ~~who~~which ~~were~~Amacore ~~paid~~agreed ~~agent~~to ~~advances~~provide ~~and~~certain ~~commission~~services ~~compensation~~to ~~which~~Zurvita. ~~approximated~~In ~~$11~~addition, ~~thousand~~pursuant to ~~and~~the ~~$82 thousand~~Agreement, ~~respectively,~~Zurvita ~~for~~shall continue to have the ~~year~~right ~~ended~~to ~~July~~benefit ~~31,~~from ~~2011,~~certain ~~and~~agreements ~~approximately~~which ~~$37~~Amacore ~~thousand~~maintains with product and ~~$91~~service ~~thousand,~~providers. ~~respectively,~~For ~~for~~ the year ended July 31, ~~2010. These~~2012, ~~payments~~Zurvita ~~were~~paid Amacore $386 thousand, for ~~work~~these ~~they~~services, ~~performed~~as oncompared ~~behalf~~to $461 ofthousand for the ~~Company~~prior year.

~~Interest~~On onAugust ~~Note~~10, ~~Payable~~2010, Amacore issued to ~~Infusion~~the Company ~~Brands~~an ~~International,~~on-demand ~~Inc~~promissory note for $1.7 ~~f/k/a~~million. ~~OmniReliant~~The ~~Holdings~~note accrued interest at 6% per annum. As of July 31, ~~Inc~~2011, Amacore had repaid the note plus accrued interest of $16 thousand on August 17, 2010.

~~The~~On ~~Company~~January ~~recognized~~14, ~~interest~~2011, ~~expense~~the ~~with~~Company ~~respect~~ issued to ~~the~~Amacore ~~note~~an ~~payable~~on-demand ~~due~~promissory tonote ~~Infusion~~for ~~Brands,~~$375 ~~who~~thousand. isThe anote ~~significant~~accrued ~~shareholder~~interest ofat ~~the~~15% ~~company~~per annum. ~~For~~ ~~the~~As ~~year~~of ~~ended~~ July 31, 2011 ~~and 2010~~, ~~interest~~the Company ~~expense~~had ~~was~~repaid ~~approximately~~the ~~$323~~note ~~thousand~~plus ~~and~~accrued ~~$241 thousand, respectively. Of the~~ interest ~~expense recognized, approximately $192 thousand and $140 thousand relates to the amortization~~ of ~~the discount and approximately~~ $~~130~~5 thousand ~~and $92 was added to the principal of the note for the years ended July 31, 2011 and 2010, respectively~~.

~~Agreement~~On ~~with~~April 29, 2011, the Company issued to Amacore an on-demand promissory note for $30 thousand. The note accrued interest at 15% per annum. As of July 31, 2011, the Company had repaid the note plus accrued interest of $147.

~~The~~On ~~Company~~June ~~entered into a Marketing and Sales Agreement on July 31~~30, ~~2009~~2011, ~~pursuant~~the toCompany ~~which~~issued to Amacore ~~agreed~~an toon-demand ~~provide~~promissory ~~certain~~note ~~services~~for to$150 ~~Zurvita~~thousand. In ~~addition,~~The ~~pursuant~~note toaccrued ~~the~~interest ~~Agreement,~~at ~~Zurvita~~15% ~~shall~~per ~~continue to have the right to benefit from certain agreements which Amacore maintains with product and service providers~~annum. ~~For~~ ~~the~~As ~~year~~of ~~ended~~ July 31, ~~2011~~2012, ~~Zurvita~~the ~~paid~~Company had ~~Amacore~~repaid ~~$461~~the ~~thousand,~~note ~~for~~plus ~~these~~accrued ~~services,~~interest asof ~~compared to~~ $~~478~~2.5 thousand ~~for the prior year~~.

On ~~August~~June 1030, ~~2010~~2011, ~~Amacore~~the Company issued to Amacore ~~the Company~~ an on-demand promissory note for $~~1.7~~295 ~~million~~thousand. The note accrued interest at 615% per annum. As of July 31, ~~2011~~2012, ~~Amacore~~the Company had repaid the note plus accrued interest of $161.8 thousand ~~on August 17, 2010~~.

On ~~January~~April 1420, ~~2011~~2012, the Company issued to Amacore an on-demand promissory note for $~~375~~200 thousand. The note accrued interest at 15% per annum. As of July 31, ~~2011~~2012, the Company ~~had~~ repaid the note plus accrued interest of $51 thousand.

OnNote ~~April~~Payable ~~29, 2011, the Company issued~~ to ~~Amacore~~Mark ~~an on-demand promissory note for $30 thousand. The note accrued interest at 15% per annum. As of July 31, 2011, the Company had repaid the note plus accrued interest of $147.~~Jarvis

On ~~June~~July 3019, 2011, the Company issued to Mark ~~Amacore~~Jarvis an on-demand promissory note for $~~150~~20 thousand. The note accrued interest at 15% per annum. As of July 31, ~~2011~~2012, the Company had ~~not~~ repaid the note plus accrued interest of $299.~~5 thousand.~~

On June 3013, ~~2011~~2012, the Company issued to Mark ~~Amacore~~Jarvis an on-demand promissory note for $~~295~~100 thousand. The note accrued interest at 1510% per annum. As of July 31, ~~2011~~2012, the Company had not repaid the note plus accrued interest of $1.83 thousand.

Note Payable to ~~Mark~~Vicis ~~Jarvis~~Capital Management

On ~~July~~May 193, ~~2011~~2012, the Company issued to ~~Mark~~Vicis Capital ~~Jarvis~~Management an on-demand promissory note for $20600 thousand. The note accrued interest at 1510% per annum. As of July 31, ~~2011,~~ 2012 the Company had not repaid the note plus accrued interest of $9914.6 thousand.

~~ZurTel, LLC Promissory Note~~46

~~The~~ITEM ~~Company was issued by ZurTel, LLC (“ZurTel”) on July 26, 2011 a promissory note (“the Note”) to memorialize $52 thousand of intercompany funding~~9. ~~The~~ ~~promissory~~CHANGES ~~note~~IN ~~requires~~AND 6%DISAGREEMENTS ~~simple,~~WITH ~~non-compounding~~ACCOUNTANTS ~~interest~~ON ~~with~~ACCOUNTING ~~the~~AND ~~first~~FINANCIAL ~~required payment of $26 thousand to be paid on or before August 15, 2011~~DISCLOSURE. Thereafter, on the fifteenth day of each calendar month starting September 15, 2011, ZurTel shall pay to the Company an amount equal to ZurTel’s cash flow for the immediately preceding calendar month (or the entire amount outstanding under the Note, if less) until such time as all principal and interest outstanding under the Note has been paid in full.

~~Sale~~We ofhad ~~ZurTel,~~no ~~LLC~~changes in or disagreements with accountants on accounting and financial disclosure in 2011 or 2010.

OnITEM ~~July 26, 2011, the Company entered into a $10 purchase agreement with Mark Jarvis (Co-CEO) for the sale of ZurTel, a non-component entity of the Company~~9A. At ~~the~~CONTROLS ~~time~~AND ~~of disposition, ZurTel had assets of $73 and a $52 thousand intercompany liability payable to Zurvita Holdings~~PROCEDURES. ~~The sale resulted in a non-cash gain of $51,937.~~

~~Securities~~Evaluation ~~Purchase~~of ~~Agreements~~Disclosure Controls and Procedures

OnOur ~~June 3~~management, ~~2010~~with the participation of our principal executive and ~~June~~principal 9,financial ~~2011~~officer, evaluated the ~~Company~~effectiveness ~~entered~~of ~~into~~our ~~Securities~~disclosure ~~Purchase~~controls ~~Agreements~~and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the ~~“Purchase~~Exchange ~~Agreements”~~Act) ~~with~~as anof ~~accredited~~the ~~investor~~end ~~whose~~of ~~principals~~the ~~are~~period ~~represented~~covered by this annual report on Form 10-K. Based on this evaluation, our ~~Board~~principal ofexecutive ~~Directors.~~and ~~Pursuant~~principal financial officer concluded that our disclosure controls and procedures are ineffective to ensure that information we are required to disclose in reports that we file or submit under the Exchange ~~Purchase~~Act ~~Agreements~~(i) is recorded, processed, summarized and reported within the ~~Company~~time ~~issued~~periods specified in SEC rules and ~~sold~~forms, anand (ii) ~~aggregate~~is ofaccumulated 3and communicated to our management,~~800~~ including our principal executive and principal financial officers,~~000~~ ~~shares~~as appropriate ofto ~~Series~~allow Ctimely ~~Convertible~~decisions ~~Preferred~~regarding ~~Stock~~required disclosure. Our disclosure controls and ~~Series~~procedures Care ~~Common~~not ~~Stock~~designed ~~Purchase~~adequately to ~~Warrants~~provide reasonable assurance that such information is accumulated and communicated to ~~purchase~~our anmanagement. ~~aggregate~~Our disclosure controls and procedures include components of ~~15,2000,000~~our ~~shares~~internal control over financial reporting. Management's assessment of the ~~Company’s~~effectiveness of ~~Common~~our ~~Stock~~internal atcontrol anover ~~exercise~~financial ~~price~~reporting is expressed at the level of ~~$0.25~~reasonable ~~per~~assurance ~~share~~that (the ~~“Securities”). The~~control ~~Company~~system, ~~received~~no matter anhow ~~aggregate~~well ofdesigned $3and operated,~~800~~ can provide only reasonable,~~000~~ ~~from~~but ~~said~~not ~~accredited~~absolute, ~~investor~~assurance asthat the ~~purchase~~control ~~price~~system's ~~for~~objectives will be met. This conclusion was based on the ~~Securities~~material weaknesses identified below with regard to internal controls over financial reporting.

45Report of Management on Internal Control over Financial Reporting

~~NOTE 21~~Our –management ~~SUBSEQUENT~~is ~~EVENTS~~responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Internal control over financial reporting includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the Company’s transactions and dispositions of its assets; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles in the United States of America and that receipts and expenditures of the Company’s assets are made in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of the Company’s financial statements would be prevented or detected.

OnOur ~~August~~management 8,conducted ~~2011~~an evaluation of the effectiveness of our internal control over financial reporting as of July 31, 2012 using the ~~Company~~criteria ~~entered~~set ~~into~~forth anin ~~oral~~the ~~agreement~~Internal Control ~~with an~~over ~~accredited~~Financial ~~investor~~Reporting ~~who~~– isGuidance afor ~~related~~Smaller ~~party,~~Public ~~subject~~Companies toissued ~~further~~by ~~negotiations,~~the toCommittee ~~sell~~of toSponsoring Organizations of the ~~said~~Treadway ~~related~~Commission. Based ~~party~~upon ~~certain~~the ~~securities~~evaluation, ~~including,~~our ~~but~~management concluded that our internal controls over financial reporting were not ~~limited~~effective toas of July 31, ~~convertible~~2012 ~~preferred~~because ~~stock~~of ~~and~~a ~~warrants~~material toweakness ~~purchase~~in ~~common~~our ~~stock~~internal ofcontrol ~~the~~over ~~Company~~financial reporting. ~~The~~A material ~~purchase~~weakness ~~price~~is a control deficiency that results in a more than remote likelihood that a material misstatement of the ~~common~~annual or ~~stock~~interim isfinancial ~~expected~~statements towill not be $1prevented or detected on a timely basis by employees in the normal course of their assigned functions.5 Our ~~million,~~management ~~which~~concluded ~~funds~~that ~~were~~we ~~received~~have ~~from~~several ~~related~~material ~~party~~weaknesses onin ~~August~~our 8internal control over financial reporting because of inadequate segregation of duties over authorization, ~~2011~~review and recording of transactions as well as the financial reporting of such transactions. In ~~However~~addition, athe ~~preferred~~use ~~stock~~of ~~purchase~~multiple ~~agreement~~locations ~~and~~for ~~other~~processing ~~related~~transactions ~~transaction~~causes ~~documents~~a ~~are~~lack of standardization in the financial reporting process of ~~being~~the ~~negotiated~~Company ~~with~~which ~~related~~increases ~~party~~the risk that financial information is not captured completely and, ~~accordingly~~accurately. The Company has developed a plan and is in process of executing the plan to mitigate these material weaknesses, ~~have~~which ~~not~~includes ~~been~~the ~~executed~~addition atof ~~this~~personnel ~~time~~to the accounting function through the consolidating of accounting location. Upon the consolidation of locations, the risk of incomplete and inaccurate reporting of financial information will be mitigated. In addition, consultants are used to provide specialized technical skills such as valuation of warrant instruments requiring fair value accounting and impairment testing. The use of specialists reduces the likeliness of a material error occurring in more technical accounting areas.

~~On August 8, 2011, the Company paid off $445 thousand of notes payable to Amacore with accrued interest of approximately $5 thousand.~~47

46This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.

~~ITEM~~Changes 9.in ~~CHANGES~~Internal ~~IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.~~Controls

WeThere ~~had~~was no ~~changes~~change in orour ~~disagreements~~internal ~~with~~control over ~~accountants~~financial onreporting ~~accounting~~that ~~and~~occurred ~~financial~~during ~~disclosure~~the inperiods ~~2011~~covered by this annual report on Form 10-K that materially affected, or ~~2010~~is reasonably likely to materially affect, our internal control over financial reporting.

ITEM ~~9A.~~9B ~~CONTROLS~~- ~~AND~~OTHER ~~PROCEDURES.~~INFORMATION

~~Evaluation~~Not ~~of Disclosure Controls and Procedures~~Applicable.

Our management, with the participation of our principal executive and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this annual report on Form 10-K. Based on this evaluation, our principal executive and principal financial officer concluded that our disclosure controls and procedures are ineffective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are not designed adequately to provide reasonable assurance that such information is accumulated and communicated to our management. Our disclosure controls and procedures include components of our internal control over financial reporting. Management's assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance that the control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system's objectives will be met. This conclusion was based on the material weaknesses identified below with regard to internal controls over financial reporting.48

~~Report~~PART ~~of Management on Internal Control over Financial Reporting~~III

~~Our~~ITEM ~~management is responsible for establishing and maintaining adequate internal control over financial reporting~~10. ~~Internal~~ ~~control over financial reporting is a process designed by~~DIRECTORS, EXECUTIVE orOFFICERS ~~under~~AND ~~the~~CORPORATE supervision of, our principal executive and principal financial officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Internal control over financial reporting includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the Company’s transactions and dispositions of its assets; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles in the United States of America and that receipts and expenditures of the Company’s assets are made in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of the Company’s financial statements would be prevented or detected.GOVERNANCE

~~Our~~The ~~management~~following ~~conducted~~table ansets ~~evaluation of the effectiveness of our internal control over financial reporting as of July 31, 2011 using the criteria set~~ forth in the ~~Internal Control over Financial Reporting – Guidance for Smaller Public Companies issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon the evaluation~~respective names, ~~our~~ages ~~management~~and ~~concluded~~positions ~~that our internal controls over financial reporting were not effective as~~ of ~~July 31, 2011 because of a material weakness in~~ our ~~internal~~directors control over financial reporting. A material weakness is a control deficiency that results in a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by employees in the normal course of their assigned functions. Our management concluded that we have several material weaknesses in our internal control over financial reporting because of inadequate segregation of duties over authorization, review and ~~recording~~executive ~~of transactions as well as the financial reporting of such transactions~~officers. In addition, the use of multiple locations for processing transactions causes a lack of standardization in the financial reporting process of the Company which increases the risk that financial information is not captured completely and accurately. The Company has developed a plan and is in process of executing the plan to mitigate these material weaknesses, which includes the addition of personnel to the accounting function through the consolidating of accounting location. Upon the consolidation of locations, the risk of incomplete and inaccurate reporting of financial information will be mitigated. In addition, consultants are used to provide specialized technical skills such as valuation of warrant instruments requiring fair value accounting and impairment testing. The use of specialists reduces the likeliness of a material error occurring in more technical accounting areas.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.

Name of Officers and Directors	Age	Position
Jay Shafer	53	Co-Chief Executive Officer, Interim CFO and Director

Mark Jarvis	52	Co-Chief Executive Officer and Director

Shad Stastney	42	Director

Keith Hughes	53	Director

47Executive Officers and Directors

~~Changes~~Jay inShafer ~~Internal~~– ~~Controls~~Chief Executive Officer, Interim CFO and Director

~~There~~Jay ~~was~~Shafer nois ~~change~~the inCo-Chief ~~our~~Executive ~~internal~~Officer, Interim ~~control~~CFO ~~over~~and ~~financial~~a ~~reporting~~Director ~~that~~of ~~occurred~~the ~~during~~Company. Mr. ~~the~~Shafer ~~periods~~also ~~covered~~serves byas ~~this~~Chief ~~annual~~Executive ~~report~~Officer onand ~~Form~~as ~~10-K~~a ~~that~~director ~~materially~~of ~~affected,~~Amacore. Mr. Shafer oralso isserved ~~reasonably~~as ~~likely~~President of Amacore from January 2007 through December 2008. Prior to ~~materially~~joining ~~affect~~Amacore, ~~our~~Mr. ~~internal~~Shafer was ~~control~~employed ~~over~~by ~~financial~~Protective ~~reporting~~Marketing Enterprises, Inc. (PME) from 1997 to 2006. He served as PME’s Vice President Business Development from 1997 to 2002 and as its Chief Executive Officer from 2002 to 2006. He was Vice President- Financial Services Division of John Harland Company from 1988 to 1997.

~~ITEM~~Mark 9BJarvis – Co-Chief ~~OTHER~~Executive Officer ~~INFORMATION~~and Director

~~Not~~Mark ~~Applicable~~Jarvis is the Co-Chief Executive Officer and a Drector of the Company. Mr. Jarvis was employed by Amacore as a Senior Vice President of Sales and Marketing solely responsible for the development of Zurvita, Inc., formally a wholly owned subsidiary of Amacore. Mr. Jarvis served as Zurvita Inc.’s President from February 2008 through July 2009. Prior to joining Amacore, Mr. Jarvis enjoyed a prosperous 26-year career in direct sales marketing with national companies Ameriplan, Reliv Nutritional Products, Primerica Financial Services and Amway. His longevity and success in the direct sales industry demonstrates his visionary leadership in building high-performance teams and developing new business leaders for increased sales and organizational growth.

48Shadron Stastney – Director

~~PART~~Shadron ~~III~~Stastney was elected to the Board of Directors in March 2010. Mr. Statsney also serves on the board of directors of Amacore. Mr. Stastney is the Chief Operating Officer and Head of Research for Vicis Capital, LLC, a company he jointly founded in 2004. Mr. Stastney also jointly founded Victus Capital Management LLC in 2001. From 1998 through 2001, Mr. Stastney worked with the corporate equity derivatives origination group of Credit Suisse First Boston, eventually becoming a Director and Head of the Hedging and Monetization Group, a joint venture between derivatives and equity capital markets. In 1997, he joined Credit Suisse First Boston’s then-combined convertible/equity derivative origination desk. From 1994 to 1997, he was an associate at the law firm of Cravath, Swaine and Moore in New York, in their tax and corporate groups, focusing on derivatives. He graduated from the University of North Dakota in 1990 with a B.A. in Political Theory and History, and from the Yale Law School in 1994 with a J.D. degree focusing on corporate and tax law. Mr. Stastney currently is a director of Ambient Corporation, MDwerks, Inc and Master Silicon Carbide Industries, Inc.

~~ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~49

~~The~~Keith ~~following~~Hughes ~~table~~- ~~sets forth the respective names, ages and positions of our directors and executive officers.~~Director

Name of Officers and Directors	Age	Position
Jay Shafer	53	Co-Chief Executive Officer and Director
Mark Jarvis	52	Co-Chief Executive Officer and Director
Jason Post	36	Chief Financial Officer
Richard Diamond	47	Director
Shad Stastney	42	Director
Keith Hughes	53	Director
Guy Norberg	51	Director

Keith Hughes was elected to the Board of Directors in March 2010. Mr. Hughes also serves on the board of directors of Amacore. Mr. Hughes has been the Chief Financial Officer and Chief Compliance Officer for Vicis Capital, LLC since January 2006. From 1986 through 1998, Mr. Hughes worked at the Union Bank of Switzerland (UBS) where he was a Managing Director and the Equity Controller for North America. From 1998 to 2001, he held various financial roles with hedge funds including Treasurer, Controller and Chief Financial Officer. From 2001 to 2006, he worked at International Fund Services, the fund administrator, where he was a Managing Director of Operation. Mr. Hughes is a CPA and received a B.A. in Accounting from St. John’s University in 1978.

~~Executive~~Jason ~~Officers~~Post ~~and~~– ~~Directors~~Former Chief Financial Officer

On July 18, 2012, Jason Post resigned from his position as Chief Financial Officer and Corporate Secretary of Zurvita Holdings, Inc. to pursue other interests. There were no disagreements or disputes between the Company and Mr. Post which led to his resignation, which was effective immediately. Jay Shafer –will ~~Chief~~act ~~Executive~~as ~~Officer~~interim Corporate Secretary as well as interim CFO until such time as the Board of Directors convenes and ~~Director~~appoints another person to that position.

~~Jay~~BOARD ~~Shafer~~OF is the Co-Chief Executive Officer and a Director of the Company. Mr. Shafer also serves as Chief Executive Officer and as a director of Amacore. Mr. Shafer also served as President of Amacore from January 2007 through December 2008. Prior to joining Amacore, Mr. Shafer was employed by Protective Marketing Enterprises, Inc. (PME) from 1997 to 2006. He served as PME’s Vice President Business Development from 1997 to 2002 and as its Chief Executive Officer from 2002 to 2006. He was Vice President- Financial Services Division of John Harland Company from 1988 to 1997. DIRECTORS

~~Mark~~Audit, ~~Jarvis~~Nominating ~~– Co-Chief Executive Officer~~ and ~~Director~~Compensation Committees

~~Mark~~Our ~~Jarvis~~Board isof ~~the~~Directors ~~Co-Chief~~does ~~Executive~~not ~~Officer~~have ~~and~~standing aaudit ~~Drector~~and ofnominating committees, ~~the~~committees ~~Company. Mr.~~performing ~~Jarvis~~similar ~~was~~functions, ~~employed~~or bycharters ~~Amacore~~for assuch acommittees. ~~Senior~~Instead, ~~Vice~~the ~~President~~functions ofthat ~~Sales~~might ~~and~~be ~~Marketing~~delegated to ~~solely~~such ~~responsible~~committees ~~for~~are ~~the~~carried ~~development~~out ofby ~~Zurvita,~~our ~~Inc.,~~Board ~~formally a wholly owned subsidiary~~ of ~~Amacore. Mr.~~Directors, ~~Jarvis~~to ~~served~~the asextent ~~Zurvita Inc~~required.’s Our ~~President~~Board ~~from~~of ~~February~~Directors ~~2008~~believes ~~through~~that the ~~July~~cost ~~2009. Prior~~of toestablishing ~~joining~~such ~~Amacore~~committees, ~~Mr.~~including ~~Jarvis~~the ~~enjoyed~~costs anecessary ~~prosperous~~to ~~26-year~~recruit ~~career~~and inretain ~~direct~~qualified ~~sales~~independent ~~marketing~~directors ~~with~~to serve ~~national~~on ~~companies~~our ~~Ameriplan,~~Board ~~Reliv~~of ~~Nutritional~~Directors ~~Products, Primerica Financial Services~~ and ~~Amway. His~~such ~~longevity~~committees and ~~success in~~ the ~~direct~~legal ~~sales~~costs ~~industry~~to ~~demonstrates~~properly ~~his~~form ~~visionary~~and ~~leadership~~document inthe ~~building~~authority, ~~high-performance~~policies ~~teams~~ and procedures ~~developing~~of ~~new~~such ~~business~~committees ~~leaders~~are ~~for~~not ~~increased~~justified ~~sales~~under ~~and~~our ~~organizational~~current ~~growth~~circumstances.

~~Jason~~The ~~Post~~Company –has ~~Chief~~designated ~~Financial~~a ~~Officer~~Compensation Committee.

~~Jason~~Given ~~Post~~our islack ~~the Chief Financial Officer and Corporate Secretary~~ of ~~the~~operations ~~Company. Mr.~~to ~~Post~~date, ~~also~~our ~~serves~~Board ~~as Principal Accounting Officer and Corporate Secretary~~ of ~~Amacore. Mr.~~Directors believes ~~Post’s~~that ~~background~~its ~~includes~~current ~~experience~~members ashave ansufficient ~~external auditor for Deloitte & Touche, LLP (“Deloitte”). While at Deloitte, he gained specialized~~ knowledge and experience into fulfill the ~~area~~duties ~~Sarbanes Oxley compliance~~ and ~~developmental~~obligations ~~stage enterprises. Mr. Post received a B.S. in Accountancy from the University~~ of ~~South Florida and holds an active Florida CPA license and~~ the ~~American~~audit ~~Institute~~committee for ofour ~~Certified Fraud Examiner’s CFE designation~~company.

~~Richard~~We ~~Diamond~~have –no ~~Director~~audit committee financial expert. We believe that the cost related to retaining a financial expert at this time is prohibitive. Further, because of our stage of development, we believe the services of a financial expert are not warranted.

~~Richard~~Our ~~Diamond~~Board ~~is a Director~~ of ~~the~~Directors ~~Company. Mr.~~does ~~Diamond~~not ~~has~~currently ~~served~~have as a ~~Director~~policy offor the ~~OmniReliant from its inception in August 21~~qualification, ~~2006 thru June 18~~identification, ~~2010. Since January 2008~~evaluation, ~~Mr.~~or ~~Diamond~~consideration ~~has served as the President and Chief Executive Officer~~ of ~~Apogee~~board ~~Financial Investments, Inc~~candidates. ~~(“Apogee”)~~Our aBoard ~~private merchant bank incorporated in Florida. His areas~~ of ~~responsibility~~Directors ~~include~~does ~~administration,~~not ~~due~~believe ~~diligence,~~that a ~~document~~defined ~~preparation~~policy ~~and review, and assisting clients~~ with ~~corporate~~regard ~~filings and compliance. Apogee owns 100% of Midtown Partners & Co., LLC, a FINRA licensed broker-dealer. From October 2004~~ to ~~January 2008, Mr. Diamond served as~~ the ~~Senior Vice President of Apogee. From April 2000 until December 2005~~qualification, ~~Mr. Diamond served as Managing Member and Vice President of Apogee Business Consultants~~identification, ~~LLC~~evaluation, aor ~~Nevada~~consideration ~~limited~~of ~~liability~~candidates ~~corporation~~recommended ~~specializing~~by instockholders is ~~reverse~~necessary ~~mergers~~at ~~and~~this ~~acquisitions. From October 2001 until December 2005~~time, ~~Mr.~~due ~~Diamond~~to ~~served~~the aslack ~~founder,~~of ~~President~~operations and ~~sole~~the ~~director~~fact ofthat RJwe ~~Diamond~~have ~~Consulting,~~not ~~Inc.,~~received aany ~~privately~~stockholder ~~owned Florida corporation specializing~~ recommendations in financial and public company consulting. From July 2003 until December 2003, Mr. Diamond served as a Director of Sabre Marketing, Inc. a private Florida corporation. From August 2001 until August 2002, Mr. Diamond served as the ~~sole officer and director of Conus Holdings, Inc~~past.~~, a publicly reporting Nevada shell corporation.~~

49We expect to create one or more of such committees and/or policies as determined by our Board of Directors, provided that we will be required to have audit and compensation committees when, and if, our shares of Common Stock commence trading on the Nasdaq Capital or Global Market or on a national securities exchange such as the American Stock Exchange.

~~Shadron~~As ~~Stastney~~of –July ~~Director~~14, 2010, the Company created within its Board, a Compensation Committee.

~~Shadron~~Code ~~Stastney was elected to the Board~~ of Directors in March 2010. Mr. Statsney also serves on the board of directors of Amacore. Mr. Stastney is the Chief Operating Officer and Head of Research for Vicis Capital, LLC, a company he jointly founded in 2004. Mr. Stastney also jointly founded Victus Capital Management LLC in 2001. From 1998 through 2001, Mr. Stastney worked with the corporate equity derivatives origination group of Credit Suisse First Boston, eventually becoming a Director and Head of the Hedging and Monetization Group, a joint venture between derivatives and equity capital markets. In 1997, he joined Credit Suisse First Boston’s then-combined convertible/equity derivative origination desk. From 1994 to 1997, he was an associate at the law firm of Cravath, Swaine and Moore in New York, in their tax and corporate groups, focusing on derivatives. He graduated from the University of North Dakota in 1990 with a B.A. in Political Theory and History, and from the Yale Law School in 1994 with a J.D. degree focusing on corporate and tax law. Mr. Stastney currently is a director of Ambient Corporation, MDwerks, Inc and Master Silicon Carbide Industries, Inc.Ethics

~~Keith~~We ~~Hughes~~have -not ~~Director~~yet adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions. However, we intend to adopt a formal Code of Business Conduct and Ethics.

~~Guy~~Corporate ~~Norberg – Director~~Governance

~~Guy~~Meetings ~~Norberg is a Director of the Company. Mr. Norberg also serves as President~~ and ascommittees ~~a member~~ of the ~~board~~Board of directors of Amacore. Mr. Norberg has been the Senior Vice President, Sales and Marketing of Amacore since June, 2008. Prior to joining Amacore, Mr. Norberg was Vice President, Sales and Marketing of Protective Marketing Enterprises, Inc. and prior to that he was a founder and the President of US Health Options / Innovative Health Benefits.Directors

~~BOARD~~Our OFBoard ~~DIRECTORS~~of Directors (the Board) conducts its business through meetings of the Board and through activities of its committees.

~~Audit~~During our last fiscal year, ~~Nominating~~our ~~and~~board ~~Compensation~~of ~~Committees~~directors had two telephone meetings. All other proceedings of the Board of Directors were conducted by written consent.

~~Our~~Procedure ~~Board of Directors does not have standing audit and nominating committees, committees performing similar functions, or charters~~ for ~~such~~Nominating ~~committees. Instead, the functions that might be delegated to such committees are carried out by our Board of~~ Directors, to the extent required. Our Board of Directors believes that the cost of establishing such committees, including the costs necessary to recruit and retain qualified independent directors to serve on our Board of Directors and such committees and the legal costs to properly form and document the authority, policies and procedures of such committees are not justified under our current circumstances.

~~The~~We ~~Company~~have ~~has~~not ~~designated~~made aany ~~Compensation~~material ~~Committee~~changes to the procedures by which security holders may recommend nominees to our board of directors.

~~Given~~The ~~our~~Board ~~lack~~does ofnot ~~operations~~have toa ~~date~~written policy or charter regarding how director candidates are evaluated or nominated for the board. Additionally, ~~our~~the Board ofhas ~~Directors~~not ~~believes~~adopted particular qualifications or minimum standards that ~~its~~candidates ~~current~~for ~~members~~the ~~have~~board ~~sufficient~~must ~~knowledge~~meet. ~~and~~Instead, ~~experience~~the toBoard ~~fulfill~~considers how a candidate could contribute to the ~~duties~~company's business and ~~obligations~~meet the needs of the ~~audit~~company ~~committee~~and ~~for~~the ~~our company~~board.

WeThe ~~have~~Board nowill ~~audit~~consider ~~committee~~candidates ~~financial~~for director ~~expert~~recommended by our stockholders. WeCandidates ~~believe~~recommended ~~that~~by ~~the~~stockholders ~~cost~~are ~~related~~evaluated towith ~~retaining~~the asame ~~financial~~methodology ~~expert~~as atcandidates recommended ~~this~~by ~~time~~management isor ~~prohibitive~~members of the board. ~~Further~~To refer a candidate for director, ~~because~~please ofsend ~~our~~a ~~stage~~resume or detailed description of ~~development,~~the wecandidate's ~~believe~~background ~~the~~and ~~services~~experience ofwith a ~~financial~~letter ~~expert~~describing the candidate's interest in the company to, 800 Gessner Road, Houston, Texas, 77024 Attention: Chairman. All candidate referrals are ~~not~~reviewed ~~warranted~~by at least one current board member.

~~Our~~Audit ~~Board~~Committee of Directors does not currently have a policy for the qualification, identification, evaluation, or consideration of board candidates. Our Board of Directors does not believe that a defined policy with regard to the qualification, identification, evaluation, or consideration of candidates recommended by stockholders is necessary at this time, due to the lack of operations and ~~the~~Audit ~~fact~~Committee Financial ~~that we have not received any stockholder recommendations in the past.~~Expert

50As of July 31, 2011, the Company did not have an audit committee. However, Keith Hughes who is a Director of the Board is considered the financial expert of the Board. Since our common stock is not listed for trading on a national securities exchange, but rather quoted on the OTC Markets Group (the “OTCQX”), we are not subject to rules relating to the independence of our directors or audit committee members.

WeOther expect to create one or more of such committees and/or policies as determined by our Board of Directors, provided that we will be required to have audit and compensation committees when, and if, our shares of Common Stock commence trading on the Nasdaq Capital or Global Market or on a national securities exchange such as the American Stock Exchange.Committees

AsThe ofBoard ~~July~~has ~~14,~~a ~~2010,~~compensation ~~the~~committee and ~~Company~~functions ~~created~~of ~~within~~which ~~its~~are ~~Board~~performed by Mark Jarvis, aKeith ~~Compensation~~Hughes ~~Committee~~and Jason Post.

~~Code~~The Board has no nominating committee, the functions of ~~Ethics~~which are performed by the Board.

WeAll ~~have~~of ~~not~~our ~~yet~~directors ~~adopted~~hold aoffice ~~Code~~until the ofnext ~~Business~~annual ~~Conduct~~meeting ~~and~~of ~~Ethics~~stockholders ~~that~~or ~~applies~~until totheir ~~our~~successors ~~principal~~are ~~executive~~duly ~~officer,~~elected ~~principal~~and ~~financial officer~~qualified, and ~~principal~~all ~~accounting~~executive ~~officer~~officers orhold office ~~controller,~~at orthe ~~persons~~discretion ~~performing~~of ~~similar~~the ~~functions.~~Board ~~However, we intend to adopt a formal Code~~ of ~~Business Conduct and Ethics~~Directors.

~~Corporate~~Involvement ~~Governance~~in Certain Legal Proceedings

~~Meetings~~There have been no events under any bankruptcy act, no criminal proceedings and ~~committees~~no judgments, injunctions, orders or decrees material to the evaluation of the ~~Board~~ability and integrity of ~~Directors~~any director, executive officer, promoter or control person of Company during the past five years.

~~Our~~Director ~~Board of Directors (the Board) conducts its business through meetings of the Board and through activities of its committees.~~Independence

~~During~~Our ~~our~~common ~~last~~stock ~~fiscal~~is ~~year~~quoted on the OTCQX, which does not have director independence requirements. None of our current board ofmembers ~~directors~~are ~~had~~independent ~~two~~with ~~telephone~~respect ~~meetings.~~to ~~All~~NASDAQ rule ~~other~~4200(a)(15), ~~proceedings~~which ofstates ~~the~~a ~~Board~~director ofis ~~Directors~~not ~~were~~considered ~~conducted~~to bybe ~~written~~independent ~~consent~~if he or she also is an executive officer or employee of the corporation.

~~Procedure for Nominating Directors~~51

WeTerm ~~have not made any material changes to the procedures by which security holders may recommend nominees to our board~~ of ~~directors.~~Office

~~The~~Our ~~Board~~directors ~~does~~are ~~not~~appointed ~~have~~for a ~~written~~one-year ~~policy~~term orto ~~charter~~hold ~~regarding~~office until ~~how director candidates are evaluated or nominated for~~ the ~~board.~~next ~~Additionally,~~annual ~~the~~general ~~Board~~meeting ~~has~~of ~~not~~our ~~adopted~~shareholders ~~particular qualifications~~ or ~~minimum~~until ~~standards~~removed ~~that~~from ~~candidates~~office ~~for~~in ~~the~~accordance ~~board~~with ~~must~~our ~~meet~~bylaws. ~~Instead,~~Our ~~the~~officers are ~~Board~~appointed ~~considers~~by ~~how~~our aboard ~~candidate~~of ~~could~~directors ~~contribute to the company's business~~ and ~~meet~~hold ~~the~~office ~~needs~~until ofremoved ~~the~~by ~~company and~~ the board.

~~The~~Shareholder Board will consider candidates for director recommended by our stockholders. Candidates recommended by stockholders are evaluated with the same methodology as candidates recommended by management or members of the board. To refer a candidate for director, please send a resume or detailed description of the candidate's background and experience with a letter describing the candidate's interest in the company to Maitland Promenade 1, 485 North Keller Road, Suite 450, Maitland, FL 32751,,Attention: Chairman. All candidate referrals are reviewed by at least one current board member.Communications

~~Audit~~Shareholder ~~Committee~~communications ~~and~~may ~~Audit~~be ~~Committee~~sent ~~Financial~~to ~~Expert~~our board of directors by mail addressed to: Board of Directors, Zurvita Holdings, Inc., 800 Gessner, Houston, Texas 77024.

AsAdditional of July 31, 2011, the Company did not have an audit committee. However, Richard Diamond who is a Director of the Board is considered the financial expert of the Board. Since our common stock is not listed for trading on a national securities exchange, but rather quoted on the OTC Markets Group (the “OTCQX”), we are not subject to rules relating to the independence of our directors or audit committee members.Information

~~Other~~You ~~Committees~~may request a copy of public filings made by the Company with the SEC, by writing to our Corporate Secretary at Zurvita Holdings, Inc., 800 Gessner, Houston, Texas 77024. Copies of the documents mentioned above also may be found on the SEC’s EDGAR database at www.sec.gov.

~~The~~ITEM ~~Board~~11. ~~has~~EXECUTIVE ~~a compensation committee and functions of which are performed by Mark Jarvis, Keith Hughes and Jason Post.~~COMPENSATION

~~The~~Summary ~~Board~~Compensation ~~has no nominating committee, the functions of which are performed by the Board.~~Table

~~All~~The offollowing ~~our~~table ~~directors~~sets ~~hold~~forth ~~office~~the ~~until~~compensation earned ~~the~~for ~~next~~services ~~annual~~for ~~meeting~~the oftwo ~~stockholders~~most orrecently ~~until~~completed ~~their~~years ~~successors~~by ~~are~~(i) ~~duly~~Zurvita ~~elected~~Holdings’s ~~and~~Co-Chief ~~qualified,~~Executive Officer’s and ~~all~~(ii) the one additional most highly compensated executive officers ~~hold~~whose ~~office~~total atcompensation during the ~~discretion~~years ofended ~~the~~July ~~Board~~31, 2012 ofand ~~Directors~~2011.

Involvement in Certain Legal Proceedings

Name and Principal Position

Year

Base Salary ($)

Bonus ($)

Stock Awards ($)(1)

Option Awards ($)(1)

Non-Equity Incentive Plan Compensation ($)

Nonqualified
Deferred
Compensation
Earnings ($)

All Other Compensation ($)

Total Compensation ($)

Jay Shafer

2011

–

83,356

–

83,356

Co-Chief Executive Officer, Interim CFO and Director

2012

–

Mark Jarvis

2011

454,000

–

229,606

–

683,606

Co-Chief Executive Officer and Director

2012

325,000

–

325,000

Jason Post

2011

–

46,946

–

46,946

Former Chief Financial Officer

2012

–

There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Company during the past five years.52

~~Director~~Narrative ~~Independence~~Disclosure to Summary Compensation Table

~~Our~~Employment ~~common~~Agreement ~~stock is quoted on the OTCQX, which does not have director independence requirements. None of our current board members are independent~~ with ~~respect~~Mark ~~to NASDAQ rule 4200(a)(15), which states a director is not considered to be independent if he or she also is an executive officer or employee of the corporation.~~Jarvis

51On July 30, 2009, the Company entered into an employment agreement with Mark Jarvis (the “Jarvis Agreement”), pursuant to which Mr. Jarvis agreed to serve as Co-CEO of the Company for a term of two years. Pursuant to the Jarvis Agreement, Mr. Jarvis shall receive annual compensation of $480 thousand (the “Base Salary”). Mr. Jarvis shall also be entitled certain other benefits, including health insurance, as may be provided to other comparable executives of Zurvita Holdings. In addition, within 30 days of the execution of the Jarvis Agreement, the Company shall place 7.2 million shares of the Company’s common stock in escrow on behalf of Mr. Jarvis (the “Initial Jarvis Shares”). The Initial Jarvis Shares are subject to a vesting period pursuant to which (i) 3.6 million shares shall vest on July 30, 2010, and (ii) 3.6 million shares shall vest on July 30, 2011. In addition, in the event that for the first quarter ending six months after July 30, 2009 Zurvita Holdings is cash flow positive, the Company shall, within 30 days of the Company filing its Form 10-Q, issue to Mr. Jarvis 7.2 million shares. Alternatively, for the two quarters ending six (6) months after Start-Up Period, (“Extended Measuring Quarters”), should the average Zurvita Holdings monthly cash flow during the Extended Measuring Quarters, as documented on the monthly cash flow statements, and verified in the Quarterly Report(s), be operationally cash flow positive, the Performance Shares shall be issued to Executive. These shares were not issued at either of these aforementioned periods, as the requirements for issuance was not met. The Performance Shares shall be subject to a one year vesting period from the time of initial grant. In addition to his Base Salary, Mr. Jarvis shall also be eligible to receive certain incentive bonus compensation (the “Incentive Bonus”) based upon the revenue generated by Zurvita Holdings. Mr. Jarvis’ Incentive Bonus shall be calculated as 10% of Zurvita Holdings net income. If Mr. Jarvis’ employment is terminated by the Company as a result of his disability (as such term is defined in the Jarvis Agreement), Mr. Jarvis shall be entitled to receive a lump sum payment equal to his (i) accrued but unpaid Base Salary, (ii) any outstanding expense reimbursements, (iii) any accrued but unpaid Incentive Bonus, (iv) a monthly amount, which when added to any amounts received by Mr. Jarvis from any disability policy in effect at the time of his disability, will equal Mr. Jarvis’ Base Salary for the 12 month period following the date of disability termination.

~~Term~~Subsequent to July 31, 2011, the Company and Mark Jarvis entered into an employment agreement amendment which eliminated the deferred compensation due Mark Jarvis, and the Company issued 62,241 shares of ~~Office~~restricted common stock to satisfy the deferred compensation due consultant. No deferred compensation was due at July 31, 2012.

~~Our~~2009 ~~directors~~Incentive ~~are~~Stock appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.Plan

~~Shareholder~~During ~~Communications~~2009, our Board of Directors adopted the 2009 Incentive Stock Plan (the 2009 Plan), pursuant to which we reserved for issuance 6 million shares of our common stock to be used as awards to employees, directors, consultants, and other service providers. The purpose of the 2009 Plan is to provide an incentive to attract and retain officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons into our development and financial success. Under the 2009 Plan, Zurvita is authorized to issue incentive stock options intended to qualify under Section 422 of the Code, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long term incentive awards. The 2009 Plan is administered by the Board designated Compensation Committee.

~~Shareholder~~Director ~~communications may be sent to our board of directors by mail addressed to: Board of Directors, Zurvita Holdings, Inc., 800 Gessner, Houston, Texas 77024.~~Compensation

~~Additional~~There ~~Information~~is currently no formal Director Compensation Policy.

~~You~~Family may request a copy of public filings made by the Company with the SEC, by writing to our Corporate Secretary at Zurvita Holdings, Inc., 800 Gessner, Houston, Texas 77024. Copies of the documents mentioned above also may be found on the SEC’s EDGAR database at www.sec.gov.Relationships

~~ITEM~~Tracy 11Jarvis who is Mark Jarvis’ spouse has a commission agreement with the Company to recognize her for the past efforts in founding Zurvita Inc. ~~EXECUTIVE~~and ~~COMPENSATION~~to reward her for her continued involvement in developing Zurvita Holdings’s business, marketing and compensation plans as well as her involvement in the recruitment of independent marketing representatives. Significant terms of the agreement are detail below:

~~Summary Compensation Table~~53

~~The~~Relationship – ~~following~~Tracy ~~table~~is ~~sets~~designated ~~forth~~as the master ~~compensation~~representative ~~earned~~of ~~for services for~~ the ~~two~~Company. All ~~most~~existing ~~recently~~and ~~completed~~future ~~years~~independent byrepresentatives ~~(i)~~of ~~Zurvita Holdings’s Co-Chief Executive Officer’s and (ii)~~ the ~~one~~Company ~~additional~~shall ~~most~~be ~~highly~~in her ~~compensated~~downline ~~executive~~and ~~officers~~placed ~~whose~~underneath ~~total~~her ~~compensation~~in ~~during~~ the ~~years~~Company’s ~~ended~~genealogy ~~July 31, 2011 and 2010~~structure.

Name and Principal Position	Year	Base Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total Compensation ($)
Jay Shafer	2010		-		-		-		72,791		-		-		-		72,791
Co-Chief Executive Officer and Director	2011		-		-		-		83,356		-		-		-		83,356
Mark Jarvis	2010		480,000		-		229,606		9,400		-		-		-		719,006
Co-Chief Executive Officer and Director	2011		480,000		-		229,606		-		-		-		-		683,606
Jason Post	2010		-		-		-		44,085		-		-		-		44,085
Chief Financial Officer	2011		-		-		-		46,946		-		-		-		46,946

Compensation – As sole compensation for her services, she will receive commissions based on her position in the Company’s downline for the sale of commissionable products. Compensation shall begin the month following the first month during which the Company is cash-flow positive and in the same manner as the payment of compensation to the other independent marketing representatives.

~~(1)~~Term ~~Represents~~– ~~the~~The ~~dollar~~agreement ~~amount~~is ~~recognized~~effective ~~for~~as ~~financial~~of ~~statement~~July 29, ~~reporting~~2009 ~~purposes~~and inshall ~~accordance~~continue ~~with~~so ~~SFAS~~long ~~123R.~~as ~~For a discussion of valuation assumptions, see Note 13 to~~ the ~~financial~~Company ~~statements~~and ~~contained~~its insuccessors ~~this~~or ~~Annual~~assigns ~~Report~~sell ofcommissionable ~~Form~~products ~~10K~~through independent representatives.

~~Narrative~~Tracy ~~Disclosure~~continues to ~~Summary~~work ~~Compensation~~with ~~Table~~the Company to grow its independent representative base as well as consult on products and commission structures.

~~Employment~~Outstanding ~~Agreement~~Equity ~~with~~Awards ~~Mark~~at ~~Jarvis~~Fiscal Year-End Table

OnThe ~~July~~following ~~30,~~table ~~2009,~~sets ~~the Company entered into an employment agreement with Mark Jarvis (the “Jarvis Agreement”)~~forth, ~~pursuant to which Mr. Jarvis agreed to serve as Co-CEO of the Company~~ for aeach ~~term~~named ofexecutive ~~two years. Pursuant to the Jarvis Agreement~~officer, information ~~Mr.~~regarding ~~Jarvis~~unexercised ~~shall~~options ~~receive annual compensation of $480 thousand (the “Base Salary”). Mr. Jarvis shall also be entitled certain other benefits, including health insurance,~~ as ~~may be provided to other comparable executives~~ of ~~Zurvita Holdings. In addition, within 30 days of~~ the ~~execution~~end of ~~the~~our ~~Jarvis~~fiscal ~~Agreement,~~year ~~the~~ended Company shall place 7.2 million shares of the Company’s common stock in escrow on behalf of Mr. Jarvis (the “Initial Jarvis Shares”). The Initial Jarvis Shares are subject to a vesting period pursuant to which (i) 3.6 million shares shall vest on July 3031, ~~2010, and (ii) 3~~2012.6 million shares shall vest on July 30, 2011. In addition, in the event that for the first quarter ending six months after July 30, 2009 Zurvita Holdings is cash flow positive, the Company shall, within 30 days of the Company filing its Form 10-Q, issue to Mr. Jarvis 7.2 million shares. Alternatively, for the two quarters ending six (6) months after Start-Up Period, (“Extended Measuring Quarters”), should the average Zurvita Holdings monthly cash flow during the Extended Measuring Quarters, as documented on the monthly cash flow statements, and verified in the Quarterly Report(s), be operationally cash flow positive, the Performance Shares shall be issued to Executive. These shares were not issued at either of these aforementioned periods, as the requirements for issuance was not met. The Performance Shares shall be subject to a one year vesting period from the time of initial grant. In addition to his Base Salary, Mr. Jarvis shall also be eligible to receive certain incentive bonus compensation (the “Incentive Bonus”) based upon the revenue generated by Zurvita Holdings. Mr. Jarvis’ Incentive Bonus shall be calculated as 10% of Zurvita Holdings income from operations before other income (expenses). If Mr. Jarvis’ employment is terminated by the Company as a result of his disability (as such term is defined in the Jarvis Agreement), Mr. Jarvis shall be entitled to receive a lump sum payment equal to his (i) accrued but unpaid Base Salary, (ii) any outstanding expense reimbursements, (iii) any accrued but unpaid Incentive Bonus, (iv) a monthly amount, which when added to any amounts received by Mr. Jarvis from any disability policy in effect at the time of his disability, will equal Mr. Jarvis’ Base Salary for the 12 month period following the date of disability termination.

52Compensation of Directors

~~2009~~The ~~Incentive~~following ~~Stock~~table ~~Plan~~sets forth the compensation of directors for the years ended July 31, 2012 and 2011.

During 2009, our Board of Directors adopted the 2009 Incentive Stock Plan (the 2009 Plan), pursuant to which we reserved for issuance 6 million shares of our common stock to be used as awards to employees, directors, consultants, and other service providers. The purpose of the 2009 Plan is to provide an incentive to attract and retain officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons into our development and financial success. Under the 2009 Plan, Zurvita is authorized to issue incentive stock options intended to qualify under Section 422 of the Code, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long term incentive awards. The 2009 Plan is administered by the Board designated Compensation Committee.

Name and Principal Position

Year

Base Salary ($)

Bonus ($)

Stock Awards ($)(1)

Option Awards ($)(1)

Non-Equity Incentive Plan Compensation ($)

Nonqualified
Deferred
Compensation
Earnings
($)

All Other Compensation ($)(4)

Total Compensation ($)

Guy Norberg

2011

–

85,356

–

85,356

Former Director

2012

–

~~Director~~1) ~~Compensation~~Represents the dollar amount recognized for financial statement reporting purposes in accordance with SFAS 123R. For a discussion of valuation assumptions, see Note 13 to the financial statements contained in this Annual Report of Form 10K.

~~There~~ITEM 12. isSECURITY ~~currently~~OWNERSHIP noOF ~~formal~~CERTAIN ~~Director~~BENEFICIAL ~~Compensation~~OWNERS ~~Policy.~~AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~Family~~The ~~Relationships~~following table sets forth certain information known to us with respect to the beneficial ownership (as defined in Instruction 4 to Item 403 of Regulation S-K under the Securities Exchange Act of 1934) of our Common Stock by (i) each person who we anticipate being a beneficial owner of more than five percent (5%) of any class of our voting securities, (ii) each of our directors and named executive officers, and (iii) all of our executive officers and directors as a group. Except as otherwise listed below, the address of each person is 800 Gessner, Houston, Texas 77024.

~~Tracy~~With ~~Jarvis~~respect ~~who~~to isthe ~~Mark~~dispositive ~~Jarvis’~~control over ~~spouse~~shares, ~~has~~the acontrol ~~commission~~rests ~~agreement~~ with the ~~Company~~board toof ~~recognize~~directors ~~her~~ for ~~the~~both ~~past~~Infusion ~~efforts~~Brands ~~in founding Zurvita Inc.~~ and toAmacore, ~~reward~~while ~~her~~ for ~~her~~Vicis ~~continued involvement in developing Zurvita Holdings’s business, marketing and compensation plans as well as her involvement in~~ the ~~recruitment~~control ofrests with ~~independent~~executive ~~marketing representatives~~management. ~~Significant terms of the agreement are detail below:~~

Relationship – Tracy is designated as the master representative of the Company. All existing and future independent representatives of the Company shall be in her downline and placed underneath her in the Company’s genealogy structure.54

~~Compensation~~ITEM –12 As sole compensation for her services, she will receive commissions based on her position in the Company’s downline for the sale of commissionable products. Compensation shall begin the month following the first month during which the Company is cash-~~flow~~ ~~positive~~Beneficial ~~and in the same manner as the payment of compensation to the other independent marketing representatives.~~Ownership

Term – The agreement is effective as of July 29, 2009 and shall continue so long as the Company and its successors or assigns sell commissionable products through independent representatives.

Name and Address of Beneficial Owner (1)	Amount and Nature Of Beneficial Ownership (2)			Percentage of Class (2)
Executive Officers and Directors:
Mark Jarvis		7,302,500	(3)		57%
Jay Shafer (5)		818,750	(4)		6%
Keith Hughes (6)		–			0%
Shad Stastney (6)		–			0%
All officers and directors as a group (4 persons) (8)		8,121,250			64%

Other Beneficial Owners:
Vicis Capital Master Fund		132,800,000	(7)		91%

~~Tracy~~(1) ~~continues~~Unless tootherwise ~~work~~indicated, ~~with~~ the ~~Company~~address for toeach ~~grow~~individual ~~its~~listed ~~independent~~in ~~representative~~this ~~base~~column asis ~~well~~c/o asZurvita ~~consult~~Holdings, onInc., ~~products~~800 ~~and~~Gessner, ~~commission~~Houston, ~~structures~~TX 77024.

~~Outstanding~~(2) ~~Equity~~Unless ~~Awards~~otherwise atindicated, ~~Fiscal~~each ~~Year-End~~person has ~~Table~~sole investment and voting power with respect to the shares indicated, subject to community property laws, where applicable. For purposes of this table, 149,842,451 shares of our common stock outstanding as of July 31, 2012 together with securities exercisable or convertible into shares of our Common Stock within 60 days of July 31, 2012 for each stockholder. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock that are currently exercisable or exercisable within 60 days of July 31, 2012, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

~~The~~(3) ~~following~~Pursuant ~~table~~to ~~sets~~the ~~forth,~~terms ~~for~~of ~~each~~Mr. ~~named~~Jarvis’ employment ~~executive officer~~agreement, ~~information~~the ~~regarding~~Company ~~unexercised~~granted ~~options~~7,202,500 asshares of the ~~end~~Company’s ofcommon ~~our~~stock ~~fiscal~~to ~~year~~Mr. ~~ended~~Jarvis (the “Initial Jarvis Shares”). The Initial Jarvis Shares are subject to a vesting period pursuant to which (i) 3,602,500 shares shall vest on July 3130, 2010, and (ii) 3,600,000 sharesvested on July 30, 2011. In addition, this includes 100,000 shares of Common Stock issuable upon exercise of outstanding warrants.

53(4) Mr. Shafer's and Mr. Norberg's beneficial ownership includes 818,750 shares of Common Stock issuable upon exercise of outstanding warrants.

Name	Number of Securities or Underlying Unexercised Options (#) Exercisable (1)		Number of Securities or Underlying Unexercised Options (#) Unexercisable (2)		Option Exercise Price ($)		Option Expiration Date
Jay Shafer		100,000		-		0.25	11/13/2014
Co-Chief Executive Officer		718,750		281,250		0.20	7/14/2015
Mark Jarvis		100,000		-		0.25	11/13/2014
Co-Chief Executive Officer
Jason Post		100,000		-		0.25	11/13/2014
Chief Financial Officer		382,815		167,185		0.20	7/14/2015
(1) The securities listed in this column consist of unexercised warrants awarded to each name executive officer. Warrants presented herein are fully vested and immediately exercisable.
(2) The securities listed in this column consist of warrants awarded to each named executive officer that are not vested and exercisable.

(5) Beneficial owners address: 485 N. Keller Rd., Maitland, Florida 32751

~~The~~(6) ~~following~~Mr. ~~table~~Hughes ~~sets~~and ~~forth~~Mr. ~~the~~Stastney ~~compensation~~are Directors of ~~directors~~the ~~for~~Company ~~the~~and ~~years~~hold ~~ended~~no ~~July~~beneficial ~~31,~~interest ~~2011~~in ~~and~~the ~~2010~~Company.

Name and Principal Position	Year	Base Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)(4)		Total Compensation ($)
Richard Diamond	2010		-		-		-		9,400		-		-		-		9,400
Director	2011		-		-		-		-		-		-		-		-
Paul Morrison	2010		-		-		-		9,400		-		-		-		9,400
Former Director	2011		-		-		-		-		-		-		-		-
Guy Norberg	2010		-		-		-		72,791		-		-		-		72,791
Director	2011		-		-		-		85,356		-		-		-		85,356
Chris Phillips	2010		-		-		-		9,400		-		-		-		9,400
Former Director	2011		-		-		-		-		-		-		-		-
(1) Represents the dollar amount recognized for financial statement reporting purposes in accordance with SFAS 123R. For a discussion of valuation assumptions, see Note 13 to the financial statements contained in this Annual Report of Form 10K.

(7) Includes 66,400,000 shares of Common Stock issuable upon exercise of outstanding convertible preferred stock and 66,400,000 shares of Common Stock issuable upon exercise of outstanding warrants.

~~ITEM~~(8) ~~12.~~To ~~SECURITY~~the ~~OWNERSHIP~~best OFof ~~CERTAIN~~the ~~BENEFICIAL~~Company's ~~OWNERS~~knowledge, the ~~AND~~ownership ~~MANAGEMENT~~amounts ~~AND~~reflect ~~RELATED~~accurately ~~STOCKHOLDER~~the ~~MATTERS~~named officers' and beneficial owners' current holdings as of the date of this analysis.

The following table sets forth certain information known to us with respect to the beneficial ownership (as defined in Instruction 4 to Item 403 of Regulation S-K under the Securities Exchange Act of 1934) of our Common Stock by (i) each person who we anticipate being a beneficial owner of more than five percent (5%) of any class of our voting securities, (ii) each of our directors and named executive officers, and (iii) all of our executive officers and directors as a group. Except as otherwise listed below, the address of each person is 800 Gessner, Houston, Texas 77024.55

54Transactions with Related Persons

Name and Address of Beneficial Owner (1)	Amount and Nature Of Beneficial Ownership (2)		Percentage of Class (2)
Executive Officers and Directors:
Richard Diamond (11)	100,000	(3)	*
Mark Jarvis	7,302,500	(4)	11%
Jay Shafer (12)	818,750	(5)	1%
Keith Hughes (10)	-		0%
Shad Stastney (10)	-		0%
Guy Norberg (12)	818,750	(5)	1%
Jason Post (12)	497,815	(6)	*
All officers and directors as a group (7 persons) (13)	9,537,815		13%
Other Beneficial Owners:
The Amacore Group, Inc.	37,210,000	(8)	38%
Vicis Capital Master Fund	110,400,000	(7)	63%
Infusion Brands International, Inc. f/k/a OmniReliant Holdings, Inc.	24,123,027	(9)	28%
* Less than 1%

Other than the transactions described below, none of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

~~(1)~~· ~~Unless~~Any otherwise indicated, the address for each individual listed in this column is c/o Zurvita Holdings, Inc., 800 Gessner, Houston, TX 77024. (2) Unless otherwise indicated, each person has sole investment and voting power with respect to the shares indicated, subject to community property laws, where applicable. For purposes of ~~this table, 61,498,713 shares of~~ our ~~common~~directors ~~stock outstanding as of October 28, 2011 together with securities exercisable~~ or ~~convertible~~executive into shares of our Common Stock within 60 days of July 31, 2011 for each stockholder. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock that are currently exercisable or exercisable within 60 days of July 31, 2011, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. (3) Mr. Diamond's beneficial ownership includes 100,000 shares of Common stock issuable upon exercise of outstanding warrants. (4) Pursuant to the terms of Mr. Jarvis’ employment agreement, the Company granted 7,202,500 shares of the Company’s common stock to Mr. Jarvis (the “Initial Jarvis Shares”). The Initial Jarvis Shares are subject to a vesting period pursuant to which (i) 3,602,500 shares shall vest on July 30, 2010, and (ii) 3,600,000 sharesvested on July 30, 2011. In addition, this includes 100,000 shares of Common Stock issuable upon exercise of outstanding warrants. (5) Mr. Shafer's and Mr. Norberg's beneficial ownership includes 818,750 shares of Common Stock issuable upon exercise of outstanding warrants. (6) Mr. Post's beneficial ownership includes 495,315 shares of Common Stock issuable upon exercise of outstanding warrants and 2,500 shares of Common Stock. (7) Includes 55,200,000 shares of Common Stock issuable upon exercise of outstanding convertible preferred stock and 55,200,000 shares of Common Stock issuable upon exercise of outstanding warrants. (8) Includes 37,210,000 shares of Common Stock . (9) Includes 15,200,000 shares of Common Stock and 8,923,027 of Common Stock issuable upon exercise of outstanding convertible note payable . (10) Mr. Hughes and Mr. Stastney are Directors of the Company and hold no beneficial interest in the Company. (11) Beneficial owners address: 14375 Myerlake Circle, Clearwater, Florida 33760 (12) Beneficial owners address: 485 N. Keller Rd., Maitland, Florida 32751 (13) To the best of the Company's knowledge, the ownership amounts reflect accurately the named officers~~' and beneficial owners' current holdings as of the date of this analysis.~~;

55· Any person proposed as a nominee for election as a director

~~ITEM~~· ~~13.~~Any ~~CERTAIN~~person ~~RELATIONSHIPS~~who ~~AND~~beneficially ~~RELATED~~owns, ~~TRANSACTIONS~~directly or indirectly, ~~AND~~shares ~~DIRECTOR~~carrying ~~INDEPENDENCE.~~more than 5% of any class of voting securities;

~~Transactions~~· ~~with~~Any ~~Related~~of ~~Persons~~our promoters;

~~Other~~· ~~than~~Any ~~the~~relative ~~transactions~~or ~~described~~spouse ~~below,~~of ~~none~~any of the ~~following~~foregoing ~~parties~~persons ~~has,~~who ~~since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that~~ has orthe ~~will~~same ~~materially~~house ~~affect~~as ~~us:~~such person.

·There ~~Any~~are immediate family members of ~~our~~Mr. Jarvis, ~~directors~~who oroperate ~~executive~~as ~~officers;~~Independent Business Owners (“IBO”) who were paid agent advances and commission compensation which approximated $11 thousand and $91 thousand, respectively, for the year ended July 31, 201,1 and approximately $37 thousand and $10 thousand, respectively, for the year ended July 31, 2010. These payments were for work they performed on behalf of the Company.

·Agreement ~~Any~~with ~~person~~Infusion ~~proposed~~Brands asInternational, Inc. f/k/a ~~nominee~~OmniReliant ~~for~~Holdings, ~~election as a director~~Inc.

·On ~~Any~~May ~~person~~8, ~~who~~2012, ~~beneficially~~the ~~owns,~~Company ~~directly~~and orInfusion entered ~~indirectly,~~into ~~shares~~a ~~carrying~~Stock ~~more~~Purchase ~~than~~Agreement 5%(the of“Infusion ~~any~~Purchase ~~class~~Agreement”) whereby the Company purchased 15.2 million shares of ~~voting~~the ~~securities;~~Company’s common stock from Infusion. Pursuant to the Infusion Purchase Agreement, the Company paid to Infusion a purchase price equal to $100 thousand.

·Furthermore, ~~Any~~in connection with the Infusion Purchase Agreement, Infusion forgave and surrendered for cancellation that certain promissory note in principal amount of ~~our~~$2,000,000 (the ~~promoters;~~“Note”) along with accrued interest of $818 thousand and unrealized gain on the conversion feature of $593 thousand for the year ended July 31, 2012, were written off to gain from extinguishment of debt. The Note was issued by the Company to Infusion in connection with that certain License and Marketing Agreement, dated October 9, 2009, by and between the Company and Infusion. Lastly, Infusion terminated and released any and all of Infusion’s security interest arising out of that certain Security Agreement, dated December 2, 2010, by and between the Company and Infusion.

·Agreement ~~Any~~with ~~relative or spouse of any of the foregoing persons who has the same house as such person.~~Amacore

~~There~~The ~~are~~Company ~~immediate~~entered ~~family~~into ~~members~~a ofMarketing ~~Mr.~~and Sales ~~Jarvis,~~Agreement ~~who~~on ~~operate~~July as31, ~~Independent~~2009, ~~Business~~pursuant ~~Owners~~to ~~(“IBO”)~~which ~~who~~Amacore ~~were~~agreed ~~paid~~to ~~agent~~provide ~~advances~~certain ~~and~~services ~~commission~~to ~~compensation~~Zurvita. ~~which~~In ~~approximated $11~~addition, ~~thousand~~pursuant to ~~and~~the ~~$91 thousand~~Agreement, ~~respectively,~~Zurvita ~~for~~shall continue to have the ~~year~~right ~~ended~~to ~~July~~benefit ~~31,~~from ~~2011,~~certain ~~and~~agreements ~~approximately~~which ~~$37~~Amacore ~~thousand~~maintains with product and ~~$10~~service ~~thousand,~~providers. ~~respectively,~~For ~~for~~ the year ended July 31, ~~2010. These~~2011, ~~payments~~Zurvita ~~were~~paid Amacore $461 thousand, for ~~work~~these ~~they~~services, ~~performed~~as oncompared ~~behalf~~to $478 ofthousand for the ~~Company~~prior year.

~~Agreement~~On ~~with~~August ~~Infusion~~10, ~~Brands International~~2010, ~~Inc~~Amacore issued to the Company an on-demand promissory note for $1.7 ~~f/k/a~~million. ~~OmniReliant~~The ~~Holdings~~note accrued interest at 6% per annum. As of July 31, ~~Inc~~2011, Amacore had repaid the note plus accrued interest of $16 thousand on August 17, 2010.

On ~~October~~January 914, ~~2009~~2011, the Company entered into a marketing agreement with Infusion Brands International, Inc. f/k/a OmniReliant Holdings, Inc., whereby the Company was granted a perpetual right, under all intellectual property rights applicable issued to ~~the~~Amacore LocalAdLink Software, to market and sell the product through its independent sales representative. As consideration for such agreement, a $2 million convertible note payable was issued and is due three years from the date of issuance and convertible at any time at the option the holder at a conversion price of $0.25 per share. At July 31, 2011, the said note was convertible into approximately 8.9 million shares of common stock. The Company has accounted for the conversion feature as an embedded derivative instrument requiring it to be separated from the note payable and reported at fair value. The fair value of the conversion feature at issuance date was approximately $593 thousand. The separation of the conversion feature from the note payable resulted in a discount on-demand ~~the~~promissory note ~~payable~~for ~~and a share conversion liability in the amount of approximately~~ $~~593~~375 thousand. ~~The~~ ~~share conversion liability is subject to recurring fair value adjustments each reporting period.~~ The ~~discount is amortized over the life of the~~ note ~~payable~~accrued ~~using the effective~~ interest ~~method~~at ~~and~~15% ~~recorded~~per asannum. ~~interest~~As ~~expense in the statement~~ of ~~operations. During the year ended~~ July 31, 2011, ~~total~~the Company ~~interest~~had ~~expense~~repaid ~~related to~~ the ~~convertible~~ note ~~payable~~plus ~~was~~accrued ~~approximately $323 thousand. Of the~~ interest ~~expense~~of ~~recognized, approximately~~ $~~130~~5 thousand ~~was elected by the Company to be deferred and added to the principal of the note~~.

On January 14, 2011, the Company issued to Amacore an on-demand promissory note for $375 thousand. The note accrued interest at 15% per annum. As of July 31, 2011, the Company had repaid the note plus accrued interest of $5 thousand.56

On April 2920, ~~2011~~2012, the Company issued to Amacore an on-demand promissory note for $30200 thousand. The note accrued interest at 15% per annum. As of July 31, ~~2011~~2012, the Company ~~had~~ repaid the note plus accrued interest of $~~147~~1 thousand.

On ~~June~~May 308, ~~2011~~2012, the Company ~~issued~~and toAmacore entered into a Stock Purchase Agreement (the “Amacore anPurchase ~~on-demand~~Agreement”) ~~promissory~~whereby ~~note~~the ~~for~~Company ~~$150~~purchased ~~thousand~~37. ~~The~~21 ~~note~~million shares ~~accrued~~of ~~interest~~the atCompany’s ~~15%~~common ~~per~~stock ~~annum~~from Amacore. As ofPursuant ~~July~~to ~~31,~~the ~~2011~~Amacore Purchase Agreement, the Company ~~had~~paid ~~not~~to ~~repaid~~Amacore a purchase price equal to $300 thousand. In connection with the ~~note~~Amacore ~~plus~~Purchase ~~accrued~~Agreement, Amacore forgave the Company’s indebtedness to Amacore in principal and interest ofequal to $~~2.5~~362 thousand.

OnFurthermore, ~~June~~in ~~30,~~connection ~~2011~~with and concurrently with the Amacore Purchase Agreement, the Company ~~issued~~and to Amacore entered into an ~~on-demand~~Agreement ~~promissory~~of ~~note~~Conveyance, ~~for~~Transfer ~~$295~~and ~~thousand. The~~Assignment ~~note~~of Assets ~~accrued~~and ~~interest~~Assumption atof ~~15%~~Obligations ~~per~~(the ~~annum. As~~“Conveyance ofAgreement”) ~~July~~whereby 31the Company assigned, ~~2011~~sold, conveyed and transferred all of the Company’s ~~had~~right, ~~not~~title ~~repaid~~and interest in certain intellectual property rights related to the ~~note~~Company’s ZLinked ~~plus~~technology, ~~accrued~~which ~~interest~~intellectual ofproperty $1rights are defined and identified in a Conveyance Agreement (the “Assets”).8 Pursuant ~~thousand~~to the Conveyance Agreement, Amacore agreed to assume any and all liabilities and obligations associated with the Assets, regardless of when such liabilities and obligations arose.

Note Payable to Mark Jarvis

On July 19, 2011, the Company issued to Mark Jarvis an on-demand promissory note for $20 thousand. The note accrued interest at 15% per annum. As of July 31, ~~2011~~2012, the Company had ~~not~~ repaid the note plus accrued interest of $99.

56On June 13, 2012, the Company issued to Mark Jarvis a promissory note for $100 thousand. The note accrued interest at 10% per annum and is due December 31, 2013. As of July 31, 2012, the Company had not repaid the note plus accrued interest of $1.3 thousand.

~~ZurTel,~~Note ~~LLC~~Payable ~~Promissory~~to ~~Note~~Vicis Capital Management

~~The~~On ~~Company~~May ~~was~~3, ~~issued by ZurTel~~2012, ~~LLC~~the ~~(“ZurTel”)~~Company onissued ~~July~~to ~~26,~~Vicis Capital ~~2011,~~Management a promissory note ~~(“the~~for ~~Note”) to memorialize~~ $52600 thousand ~~of intercompany funding~~. The ~~promissory~~ note ~~requires~~accrued ~~6% simple, non-compounding~~ interest ~~with~~at ~~the~~10% ~~first~~per ~~required~~annum ~~payment~~and ofis ~~$26~~due ~~thousand~~December ~~to be paid on or before August 15~~31, ~~2011~~2013. ~~Thereafter,~~ As ~~on the fifteenth day~~ of ~~each~~July ~~calendar month starting September 15~~31, ~~2011,~~2012 ~~ZurTel shall pay to~~ the Company anhad ~~amount~~not ~~equal~~repaid ~~to ZurTel’s cash flow for~~ the ~~immediately~~note ~~preceding~~plus ~~calendar~~accrued ~~month (or the entire amount outstanding under the Note, if less) until such time as all principal and~~ interest ~~outstanding~~of ~~under~~$14.6 ~~the Note has been paid in full~~thousand.

~~Sale~~Director ~~of ZurTel, LLC~~Independence

OnOur ~~July~~common ~~26,~~stock ~~2011,~~is ~~the~~quoted ~~Company~~on ~~entered~~the ~~into~~OTC aMarkets Group ~~$10~~(OTCQX), ~~purchase~~which ~~agreement~~does ~~with~~not ~~Mark~~have ~~Jarvis~~director ~~(Co-CEO)~~independence ~~for~~requirements. ~~the~~None ~~sale~~ of ~~ZurTel,~~our acurrent ~~non-component~~board ~~entity~~members ofare ~~the~~independent ~~Company. At~~with ~~the~~respect to ~~time~~NASDAQ ofrule ~~disposition~~4200(a)(15), ~~ZurTel~~which ~~had~~states ~~assets~~a ofdirector ~~$73~~is ~~and~~not aconsidered ~~$52~~to ~~thousand~~be ~~intercompany~~independent ~~liability~~if ~~payable~~he toor ~~Zurvita~~she ~~Holdings.~~also ~~The~~is ~~sale~~an ~~resulted~~executive inofficer or aemployee ~~non-cash gain~~ of ~~$51,937~~the corporation.

~~Securities Purchase Agreements~~57

OnITEM June 3, 2010 and June 9, 2011, the Company entered into Securities Purchase Agreements (the “Purchase Agreements”) with an accredited investor whose principals are represented on our Board of Directors14. ~~Pursuant~~ toPRINCIPAL ~~the~~ACCOUNTANT ~~Purchase~~FEES ~~Agreements~~AND the Company issued and sold an aggregate of 3,800,000 shares of Series C Convertible Preferred Stock and Series C Common Stock Purchase Warrants to purchase an aggregate of 15,2000,000 shares of the Company’s Common Stock at an exercise price of $0.25 per share (the “Securities”). The Company received an aggregate of $3,800,000 from said accredited investor as the purchase price for the Securities.SERVICES

The following table presents fees for professional ~~Director~~audit ~~Independence~~services performed by our principal accountant, Meeks International, LLP for the audit of our annual financial statements and review of financial statements for the years ended July 31, 2012 and 2011, respectively, and fees billed for other services rendered by Meeks International, LLP during such years.

Our common stock is quoted on the OTC Markets Group (OTCQX), which does not have director independence requirements. None of our current board members are independent with respect to NASDAQ rule 4200(a)(15), which states a director is not considered to be independent if he or she also is an executive officer or employee of the corporation.

	For the Year Ended July 31, 2012		For the Year Ended July 31, 2011
Audit Fees	$	82,569	$	34,050
Tax Fees		–		–
Other		–		30,000
Total	$	82,569	$	64,050

57Pre-Approval Policy And Procedures

~~ITEM~~We ~~14.~~may ~~PRINCIPAL~~not ~~ACCOUNTANT~~engage ~~FEES~~our ~~AND~~independent ~~SERVICES~~auditors to render any audit or non-audit service unless our Board approves the service in advance.

The following table presents fees for professional audit services performed by our principal accountant, Meeks International, LLP for the audit of our annual financial statements and review of financial statements for the years ended July 31, 2011 and 2010, respectively, and fees billed for other services rendered by Meeks International, LLP during such years.58

	For the Year Ended July 31, 2011		For the Year Ended July 31, 201
Audit Fees	$	34,050	$	43,063
Tax Fees		-		-
Other		30,000		-
Total	$	64,050	$	43,063

Item 15. Exhibits

~~Pre-Approval~~(a) ~~Policy And Procedures~~Exhibits:

We may not engage our independent auditors to render any audit or non-audit service unless our Board approves the service in advance.

3.1	Certificate of Incorporation, dated June 28, 2007 (incorporated by reference to Exhibit 3.1 to the Company’s Form SB-2 filed with the Securities and Exchange Commission on September 6, 2007).

3.2	Certificate of Amendment, dated June 26, 2009 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2009).

3.3	Certificate of Amendment to the Certificate of Incorporation, dated August 19, 2009 (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 25, 2009).

3.4	Certificate of Amendment to the Certificate of Incorporation, dated February 3, 2010 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on February 3, 2010).

3.5	Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Form SB-2 filed with the Securities and Exchange Commission on September 6, 2007).

4.1	Series A Convertible Preferred Stock Certificate of Designation, dated July 30, 2009 (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2009)

4.2	Form of Series A Common Stock Purchase Warrant Certificate I between Red Sun Mining, Inc. and Vicis Capital Master fund, dated July 30, 2009 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2009).

4.3	Form of Series A Common Stock Purchase Warrant Certificate II between Red Sun Mining, Inc. and Midtown Partners & Co. LLC, dated July 30, 2009 (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2009).

4.4	Securities Purchase Agreement by and between Red Sun Mining, Inc. and Vicis Capital Master Fund dated July 30, 2009 (incorporated by reference to Exhibit 4.4 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2009).

4.5	Amended and Restated Series C Convertible Preferred Stock Certificate of Designation (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 8, 2010)

4.6	Second Amended and Restated Series C Convertible Preferred Stock Certificate of Designation (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 10, 2011)

4.7	Third Amended and Restated Series C Convertible Preferred Stock Certificate of Designation (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on December 30, 2011)

10.1	Agreement of Conveyance, Transfer and Assignment of Assets and Assumptions of Obligations by and between the Company and OmniReliant Holdings, Inc., dated December 2, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on December 8, 2010).

10.2	Security Agreement between the Company and OmniReliant Holdings, Inc. dated December 2, 2010 (incorporated by reference to Exhibit10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on December 8, 2010).

5859

Item 15. Exhibits

10.3	Securities Purchase Agreement by and between the Company and Vicis Captial Master Fund dated June 9, 2011 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 10, 2011).

10.4	Form of Series C Common Stock Purchase Warrant Certificate between the Company and Vicis Captial Master Fund, dated June 9, 2011 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 10, 2011).
10.5	Securities Purchase Agreement by and between the Company and Vicis Captial Master Fund dated December 28, 2011 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on December 30, 2011).

10.6	Form of Series C Common Stock Purchase Warrant Certificate between the Company and Vicis Captial Master Fund, dated December 28, 2011 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on December 30, 2011).
10.7	Securities Purchase Agreement by and between the Company and The Amacore Group, Inc., dated May 8, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 15, 2012).

10.8	Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligation by and between the Company and The Amacore Group, Inc., dated May 8, 2012 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 15, 2012).

10.9	Securities Purchase Agreement by and between the Company and Infusion Brands International, dated May 8, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 15, 2012).

31.1	Certification of the Principal Executive Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification pursuant to Section 906 Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

(a) Exhibits:

101.ins	XBRL Instance Document**
101.sch	XBRL Taxonomy Schema Document**
101.cal	XBRL Taxonomy Calculation Document**
101.def	XBRL Taxonomy Linkbase Document**
101.lab	XBRL Taxonomy Label Linkbase Document**
101.pre	XBRL Taxonomy Presentation Linkbase Document**

10.1	Agreement of Conveyance, Transfer and Assignment of Assets and Assumptions of Obligations by and between the Company and OmniReliant Holdings, Inc., dated December 2, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on December 8, 2010).
10.2	Security Agreement between the Company and OmniReliant Holdings, Inc. dated December 2, 2010 (incorporated by reference to Exhibit10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on December 8, 2010).
10.3	Securities Purchase Agreement by and between the Company and Vicis Captial Master Fund dated June 9, 2011 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 10, 2011).
10.4	Second Amended and Restated Series C Convertible Preferred Stock Certificate of Designation, dated Jume9, 2011 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 6, 2011)
10.5	Form of Series C Common Stock Purchase Warrant Certificate between the Company and Vicis Captial Master Fund, dated June 9, 2011 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 10, 2010).
31.2	Certification of the Co-Chief Executive Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification pursuant to Section 906 Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

** Pursuant to Rule 405(a)(2) of Regulation S-T, the registrant is relying upon the applicable 30-day grace period for the initial filing of its first Interactive Data File required to contain detail-tagged footnotes or schedules. The registrant intends to file the required detail-tagged footnotes or schedules by the filing of an amendment to this Annual Report on Form 10-K within the 30-day period.

5960

SIGNATURES

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

Dated: October 28, 2011	/s/ Jay Shafer
Dated: November 13, 2012	/s/ Jay Shafer
	Jay Shafer
	Co-Chief Executive Officer

In accordance with the Securities Ex

Filing Compare · Zurvita Holdings, Inc.