UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

(Mark One)

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~March~~June 3130, 2011

¨	Transition Report pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

for the transition period from ____________ to ____________

Commission file number: 333-161413

Cell-nique Corporation

(Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Delaware	27-0693687
(State of incorporation)	(I.R.S. Employer Identification No.)

12 Old Stage Coach Road, Weston, CT 06883

(Address and telephone number of principal executive offices)

(Address and telephone number of principal executive offices)
888-417-9343

(Registrant's telephone number, including area code)

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes

x No ¨

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

x No ¨

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~large ~~and~~accelerated ~~posted~~filer, onan ~~its~~accelerated ~~corporate~~filer, ~~Web~~a ~~site,~~non-accelerated filer ifor ~~any,~~a ~~every~~smaller ~~Interactive~~reporting ~~Data~~company. ~~File~~See ~~required~~definitions toof be"accelerated ~~submitted~~filer," ~~and~~"large ~~posted~~accelerated ~~pursuant~~filer" toand "smaller ~~Rule~~reporting ~~405~~company" ofin ~~Regulation~~Rule S12b-T2 ~~(section 232.405~~ of ~~this chapter) during~~ the ~~preceding~~Exchange 12Act. ~~months~~ (orCheck ~~for such shorter period that the registrant was required to submit and post such files~~one).:

~~Yes~~ Large Accelerated filer ¨ No Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x

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

¨ No x

~~Large~~Indicate ~~Accelerated~~the ~~filer~~number oof ~~Accelerated~~shares ~~filer~~outstanding oof ~~Non-accelerated~~each ~~filer~~of othe ~~Smaller~~issuer's ~~reporting~~classes ~~company~~of xcommon stock, as of the latest practicable date: There were a total of 10,830,410 shares of Common Stock outstanding as of August 5, 2011.

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

Yes o No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: There were a total of 6,830,410 shares of Common Stock outstanding as of May 10, 2011.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 2 of Part I of this report include forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by forward-looking statements.
In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "proposed," "intended," or "continue" or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other "forward-looking" information. There may be events in the future that we are not able to accurately predict or control. Before you invest in our securities, you should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION Item 1. ~~Condensed~~ Financial Statements Condensed Balance Sheets - ~~March~~June 3130, 2011 (unaudited) and December 31, 2010 Condensed Statements of Operations for the three and six month periods ended ~~March~~June 3130, 2011 and 2010 (unaudited) Condensed ~~Statement of Changes in Stockholders’ Equity for the three month period ended March 31, 2011 (unaudited) Condensed~~ Statements of Cash Flows for the ~~three~~six month periods ended ~~March~~June 3130, 2011 and 2010 (unaudited) Notes to Condensed Financial Statements (unaudited) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4T4. Controls and Procedures PART II - OTHER INFORMATION Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Removed and Reserved Item 5. Other Information Item 6. Exhibits

Part I –- FINANCIAL INFORMATION

Item 1. Financial Statements

Cell-nique Corporation CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS

		Unaudited		Audited
		June 30,		December 31,
		2011		2010
Assets
Current assets
Cash	$	49,060	$	44,293
Accounts receivable		235,231		36,594
Inventory		218,553		78,118
Total current assets		502,844		159,005

Machinery and equipment, net		93,903		47,914
Tradenames		1,683,329		94,064

Total assets	$	2,280,076	$	300,983

Liabilities and stockholders' equity
Current liabilities
Accounts payable and accrued expenses	$	379,494	$	139,499
Total current liabilities		379,494		139,499

Long Term Liabilities
Commerce Bank		190,000		-
Note Payable - Silverwood		150,000		-
Note payable - Cherrybrook Kitchen Shareholder		562,694		-
Notes payable - PCC Shareholder		183,125		122,347
		1,085,819		122,347
Stockholders' equity
Preferred stock, Series A, par value $0.00001, 1,000,000 shares authorized;
245,000 and 240,000 shares issued and outstanding, respectively		2		2

Common stock, par value $0.00001, 49,000,000 shares authorized;
10,030,410 and 8,630,410 shares issued and outstanding, respectively		100		68
Additional paid-in capital		1,687,885		887,915
Accumulated deficit		(873,224)		(848,848)
Total stockholders' equity		814,763		39,137


Total liabilities and stockholders' equity	$	2,280,076	$	300,983

	Unaudited			Audited
	March 31,			December 31,
	2011			2010
Assets
Current assets
Cash	$	25,046		$	44,293
Accounts receivable		32,708			36,594
Inventory		75,735			78,118
Total current assets		133,489			159,005
Machinery and equipment, net		42,178			47,914
Tradenames		91,712			94,064
Total assets		267,379			300,983
Liabilities and stockholders' equity
Current liabilities
Accounts payable and accrued expenses		102,251			139,497
Total current liabilities		102,251			139,497
Long Term Liabilities
Notes payable - Shareholder		163,705			122,347
Stockholders' equity
Preferred Stk Series A 1,000,000 shares authorized,
240,000 issued and outstanding, par value $.00001		2			2
Common stock 49,000,000 shares authorized, 6,830,410 and
5,000,000 issued and outstanding, par value $.00001		68		$	68
Additional paid-in capital		887,915			887,915
Accumulated deficit		(886,562	)		(848,848	)
Total stockholders' equity		1,423			39,137
Total liabilities and stockholders' equity	$	267,379			300,983

The accompanying notes are an integral part of these condensed financial statements

CELL-NIQUE CORPORATION CONDENSED STATEMENTS OF OPERATIONS For the Three and Six Months Ended June 30, 2011 and 2010 (Unaudited)

CONDENSED STATEMENTS OF OPERATIONS

		Unaudited				Unaudited
		Three months ended June 30,				Six months ended June 30,
		2011		2010		2011		2010

Sales, net	$	379,428	$	164,613	$	486,167	$	292,194

Cost of sales		192,830		84,578		234,084		151,573

Gross profit		186,598		80,035		252,083		140,621

Expenses
Selling		88,391		58,396		133,928		118,805
General and administrative		67,608		81,266		108,986		152,732
Research and development		467		335		1,036		965
Depreciation and amortization		15,167		5,736		23,255		11,372

Total expenses		171,633		145,733		267,205		283,874

Loss from operations		14,965		(65,698)		(15,122)		(143,253)

Interest expense		1,628		28,222		9,254		55,176

Income tax		-		-		-		-

Net income (loss)	$	13,337	$	(93,920)	$	(24,376)	$	(198,429)

Net income (loss) per common share	$	0.00	$	(0.02)	$	(0.00)	$	(0.04)

Weighted average shares outstanding		10,030,410		5,015,000		10,030,410		5,015,000

For the Three Months Ended March 31, 2011 and 2010

(Unaudited)

	Unaudited
	Three months ended March 31,
	2011			2010
Sales, net	$	106,739		$	127,581
Cost of sales		41,254			66,995
Gross profit		65,485			60,586
Expenses
Selling		45,537			60,409
General and administrative		39,912			72,245
Research and development		2,035			630
Depreciation and Amortization		8,088			5,636
Total expenses		95,572			138,920
Loss from operations		(30,087	)		(78,334	)
Interest expense		7,626			26,954
		(37,713	)		(105,288	)
Extraordinary Expense
Income tax
Net loss	$	(37,713	)	$	(105,288	)
Net loss per common share	$	(0.01	)	$	(0.02	)
Weighted average shares outstanding		6,830,410			5,000,000

The accompanying notes are an integral part of these condensed financial statements

CELL-NIQUE CORPORATION CONDENSED STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 2011 and 2010 (Unaudited)

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

		Unaudited
		Six months ended June 30,
		2011		2010
Cash flows from operating activities
Net loss	$	(24,376)	$	(198,429)

Adjustments to reconcile net income/(loss) to
net cash used in operating activities:
Depreciation and amortization		23,255		11,373
Interest added to shareholder loan		6,676		51,712
Changes in assets and liabilities:
Accounts receivable		(198,662)		(27,139)
Inventory		(140,409)		17,171
Accounts payable and accrued expenses		389,996		35,330
Net cash (used in)/provided by
operating activities		56,480		(109,982)

Cash flow from investing activities
Acquisition of Business		(1,600,509)		-
Acquisition of machinery and equipment		(58,000)		-
Net cash (used in) investing activities		(1,658,509)		-

Cash flow from financing activities
Commerce Bank		190,000		-
Additional loans from CBK shareholder		562,694		-
Additional loans from PCC shareholder		54,102		51,235
Additional paid-in capital		800,000		86,000
Net cash provided by financing activities		1,606,796		137,235

Cash and cash equivalents:
Net increase		4,767		27,253
Balance at beginning of period		44,293		7,624
Balance at end of period	$	49,060	$	34,877


Supplemental cash flow information:
Cash paid for income taxes		-		-
Cash paid for interest	$	2,579	$	1,966

Non-cash financing activities:
Expenses contributed by shareholder	$	-	$	43,000
Interest added to shareholder loan		6,676		51,712

For the Three Months ended March 31, 2011

(unaudited)

									Additional
	Preferred Stock				Common Stock				paid-in		Accumulated
	Shares		Amount		Shares		Amount		capital		Deficit			Total
Balance, December 31, 2010		240,000	$	2		6,830,410	$	68	$	887,915	$	(848,848	)	$	39,137
Net loss for the three months ended March 31, 2010												(37,714	)		(37,714	)
Balance, March 31, 2010		240,000		2		6,830,410		68		887,915		(886,562	)		1,423

The accompanying notes are an integral part of these condensed financial statements

CELL-NIQUE CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS Six OFMonths ~~CASH~~Ended ~~FLOWS~~June 30, 2011 and 2010 (UNAUDITED)

~~For the Three Months Ended March 31, 2011 and 2010~~1.

~~(Unaudited)~~Basis of Presentation

	Unaudited
	Three months ended
	March 31,
	2011			2010
Cash flows from operating activities
Net loss	$	(37,713	)	$	(105,288	)
Adjustments to reconcile net income/(loss) to
net cash used in operating activities:
Depreciation		5,736			5,636
Amortization		2,352			0
Officers compensation contribution		0			40,000
Rent expense contribution		0			3,000
Interest added to shareholder loan		3,168			25,033
Changes in assets and liabilities:
Accounts receivable		3,886			6,378
Inventory		2,383			26,121
Accounts payable and accrued expenses		(37,248	)		3,121
Net cash (used in)/provided by
operating activities		(57,436	)		4,001
Cash flow from investing activities
Acquisition of machinery and equipment		0			0
Net cash (used in) investing activities		0			0
Cash flow from financing activities
Additional loans from shareholder		38,191			15,990
Net cash provided by financing activities		38,191			15,990
Cash and cash equivalents:
Net (decrease) increase		(19,247	)		19,991
Balance at beginning of period		44,293			7,624
Balance at end of period		25,046			27,615
Supplemental cash flow information:
Cash paid for income taxes		—			—
Cash paid for interest	$	4,458		$	1,921
Non-cash financing activities:
Interest added to shareholder loan		3,168			25,033

The accompanying interim condensed financial statements are unaudited, but in the opinion of management of Cell-nique Corporation (the "Company"), contain all adjustments, which include normal recurring adjustments necessary to present fairly the financial position at June 30, 2011 and the results of operations and cash flows for the six months ended June 30, 2011 and 2010. The balance sheet as of December 31, 2010 is derived from the Company's audited financial statements.

~~The~~Certain ~~accompanying~~information ~~notes~~and ~~are~~footnote andisclosures ~~integral~~normally ~~part~~included in financial statements that have been prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. For further information, refer to the financial statements and the notes thereto included in the Company's annual report Form 10K, as filed with the Securities and Exchange Commission on April 15, 2011.

CELL-NIQUE CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

Three Months Ended March 31, 2011 and 2010 (UNAUDITED)

1. Basis of Presentation

The accompanying interim condensed financial statements are unaudited, but in the opinion of management of Cell-nique Corporation (the "Company"), contain all adjustments, which include normal recurring adjustments necessary to present fairly the financial position at March 31, 2011 and the results of operations and cash flows for the three months ended March 31, 2011 and 2010. The balance sheet as of December 31, 2010 is derived from the Company’s audited financial statements.

Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. For further information, refer to the financial statements and the notes thereto included in the Company’s annual report Form 10K, as filed with the Securities and Exchange Commission on 4-15-2011.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expense during the reporting period. Actual results could differ from those estimates.

The results of operations for the ~~three~~six months ended ~~March~~June 3130, 2011 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2011.

Recently Issued Accounting Pronouncements Not Yet Effective

In December 2010, the Financial Accounting Standards Board (“"FASB”") issued Accounting Standards Update (“"ASU”") No. 2010-28, “"Intangibles-Goodwill and Other (Topic 350), When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (a consensus of the FASB Emerging Issues Task Force),” " which provides updated authoritative guidance related to performing Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. The qualitative factors that an entity should consider when evaluating whether it is more likely than not that a goodwill impairment exists are consistent with the existing guidance for determining whether an impairment exists between annual tests. This update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010, with no early adoption, which for the Company is our fiscal year beginning July 1, 2011. We do not expect this standard to have a material impact on our consolidated financial statements.

In December 2010, the FASB issued ASU No. 2010-29, “"Disclosure of Supplementary Pro Forma Information for Business Combinations.”" The amendments in this standard specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. This standard also expands the supplemental pro forma disclosures under ASC 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in this ASU are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted. This standard is therefore effective for the Company for acquisitions made after the beginning of fiscal 2012. We do not expect the pro forma disclosure requirements under this standard to have a material impact on our consolidated financial statements.

Income (Loss) per Common Share

Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stock holders by the weighted average number of shares of common stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to common stock holders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is anti-dilutive.

For the ~~three~~six months ended ~~March~~June 3130, 2011 and 2010 the calculations of basic and diluted loss per share are the same because potential no dilutive securities would have an anti-dilutive effect.

8 7

Concentrations

The Company’'s cash balances on deposit with banks are guaranteed by the Federal Deposit Insurance Corporation up to $250,000. The Company may be exposed to risk for the amounts of funds held in one bank in excess of the insurance limit. In assessing the risk, the Company’'s policy is to maintain cash balances with high quality financial institutions. The Company had cash balances in excess of the guarantee during the ~~three~~six months ended ~~March~~June 3130, 2011.

During the ~~three~~six months ended ~~March~~June 3130, 2011 and 2010, the Company had ~~two~~three customers, which accounted for approximately 6141%, 24% and 1517% of sales in 2011, and 72% and 6% of sales in 2010, respectively. ~~No other customers accounted for more than 10% of sales in either year.~~ As of ~~March 31~~June 30, 2011 and December 31, 2010, the Company had approximately $22192,~~062~~889 (6782%) and $22,708 (64%), respectively, of accounts receivable from these customers.

Fair Value of Financial Instruments

The Company uses various inputs in determining the fair value of its investments and measures these assets on a recurring basis. Financial assets recorded at fair value in the consolidated balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value. Authoritative guidance provided by the FASB defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets:

Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3 — Unobservable inputs based on the Company's assumptions.

Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.

Level 3—Unobservable inputs based on the Company's assumptions.

The Company has no fair value items required to be disclosed.

2. ~~Acquisitions~~

The Company uses the purchase method of accounting for qualifying business combinations. Under the purchase method of accounting, the assets and liabilities of the acquired companies are recorded at their estimated fair values at the date of acquisition. The excess of cost over their fair values is recognized as goodwill. Identified intangible assets, other than goodwill, are amortized over their estimated useful lives. Goodwill is not amortized for financial reporting purposes. Consideration for acquisitions includes cash paid and the value of any stock issued and options assumed, less any cash acquired, debt assumed, and contingent employee compensation payable in cash.Acquisitions

OnThe ~~December 31, 2010, the~~ Company ~~completed~~uses the ~~acquisition~~purchase method of ~~substantially~~accounting ~~all~~for ofqualifying ~~the~~business ~~assets~~combinations. Under ~~and~~ the purchase ~~assumption~~method of ~~certain liabilities of Hibix Corporation including its OOBA brand of hibiscus extract drinks. As consideration for the acquisition~~accounting, the ~~Company~~assets ~~issued Hibix Corporation~~ and ~~its~~liabilities ~~shareholders an aggregate~~ of ~~1,530,410~~the ~~shares~~acquired ofcompanies ~~its~~are ~~common~~recorded ~~stock~~at ~~(post~~their ~~stock~~estimated ~~split,~~fair ~~see~~values at ~~Note~~the 1)date ~~valued~~of ~~at $~~acquisition.~~026~~ The ~~per~~excess ~~share. Fair value~~ of ~~the~~cost ~~stock~~over ~~was~~their ~~based~~fair onvalues ais ~~valuation~~recognized ~~estimate~~as ~~provided~~goodwill. Identified byintangible aassets, ~~third~~other than ~~party~~goodwill, ~~based~~are onamortized ~~the~~over ~~equity~~their ~~value~~estimated ofuseful ~~Cell-Nique~~lives. Goodwill onis anot ~~minority~~amortized ~~basis~~for ~~assuming the~~financial ~~acquisition~~reporting ~~of Hibix Corporation~~purposes. ~~The~~ Consideration ~~issuance~~for ofacquisitions ~~the~~includes ~~Company’s~~cash ~~common~~paid ~~stock~~and ~~were effected in reliance upon as S-1 registration statement provided under~~ the ~~Securities~~value ~~Act~~ of ~~1933,~~any asstock ~~amended~~issued, ~~which~~less ~~became~~any ~~effective~~asset onacquired ~~April~~at ~~27,~~fair ~~2010. The~~market ~~transaction~~value ~~broadens~~and ~~our~~debt ~~product portfolio by adding the OOBA brand~~assumed. ~~The following table presents the purchase price for the acquisition:~~

	Purchase Price Consideration
Equity consideration	$	39,791
Cash consideration		62,145
Total purchase price consideration	$	101,936

On May 31, 2011, the Company completed the acquisition of substantially all of the assets and the assumption of certain liabilities of Cherrybrook Kitchen, LLC ("Cherrybrook") including its natural allergy free / gluten free baking mixes and ready to eat products. As consideration for the acquisition, the Company issued Cherrybrook an aggregate of 3,000,000 shares of its common stock and 5,000 shares of its Series A preferred stock. Fair value of the stock was based on a valuation estimate provided by a third party based on the non-trading equity value of the Company on a minority basis assuming the acquisition of Cherrybrook taking into account the lack of liquidity resulted a fair market value of $.20 per share. The issuance of the Company's common stock was effected in reliance upon as S-1 registration statement provided under the Securities Act of 1933, as amended, which became effective on April 27, 2010. The transaction broadens our product portfolio by adding the Cherrybrook brand. The following table presents the purchase price for the acquisition:

Recognized amounts of identifiable assets acquired and liabilities assumed
	Purchase Price
Inventory		$	7,872
	Consideration
Identifiable intangible assets			94,064
Equity consideration	$ 800,000
Financial liabilities			(62,145	)
Cash consideration	1,197,781
Total identifiable net assets		$	39,791
Total purchase price consideration	$ 1,997,781

Estimate recognized amounts of identifiable assets acquired and liabilities assumed*

Cash	$ 56,381
Accounts Receivable	145,722
Inventory	137,170
Equipment	58,000
Identifiable intangible assets	1,600,508
Financial liabilities	(1,197,781)
Total identifiable net assets	$ 800,000

Identified intangible assets acquired during are summarized as follows:

Description		Value			Life
Tradename		$	94,064		10 Years

Description

Value

Pro-forma results as if the acquisition had been made as of January 1, 2010 have not been included in the notes to the financial statements since the Company’s acquisition were not found to be significant or meaningful according to regulation S-X significance test § 210.3-05 (i) If none of the conditions exceeds 20 percent, financial statements are not required.Life

9Store Customers in Place

$ 390,000

15 Years

Distributor Customers in Place

$ 275,000

15 Years

Tradename

$ 935,508

15 Years

* The purchase price allocation has not been finalized and is subject to change upon recording of actual transaction costs, finalization of working capital adjustments, and completion of appraisals of tangle and intangible assets. The purchase price allocation will be finalized when all necessary information is obtained which is expected to occur within one year of the consummation of the transaction

Unaudited Pro-forma Condensed Consolidated operating results as if the acquisition had been made as of January 1, 2010 ending December 31, 2010 and balance sheet on closing date May 31, 2011 are included in exhibit 99.2 herein.

3.	Inventory

Inventory consists of the following as of:

	March 31, 2011		December 31, 2010
	June 30,		December 31,
Raw Materials and packaging	$	34,966	$	19,589
	2011		2010
Finished Goods		40,769		58,529
Raw Materials and packaging	$	68,007	$	19,589
	$	75,735	$	78,118
Finished Goods		150,546		58,529
	$	218,533	$	78,118

4.	Fixed Assets

Fixed assets are comprised of the following as of:

	March 31, 2011			December 31, 2010
	June 30,			December 31,
Machinery and equipment		114,726			114,726
	2011			2010
Accumulated depreciation		(72,548	)		(66,812	)
Machinery and equipment	$	172,726		$	114,726
	$	42,178		$	47,914
Accumulated depreciation		(78,823	)		(66,812	)
	$	93,903		$	47,914

5. ~~Line of Credit~~

~~The~~Line ~~Company has a line~~ of credit with Physicians Capital Corporation, which is owned by Dan Ratner and Donna Ratner, the Company’s co-founders and sole shareholders. As of December 31, 2010 and March 31, 2011, the outstanding principal balance of the line of credit was $122,347 and $163,705, including accrued interest of $2,120 and $5,288 respectively. Interest accrued for the year periods ended December 31, 2010 and March 31, 2011 was $81,733 and $3,168 respectively. Interest is accrued monthly on the average outstanding balance for the quarter pro-rated at the rate of 8% annually. The line of credit is in good standing and is due December 31, 2012. It is contemplated that use of proceeds are to repay debt and if proceeds from the offering are insufficient to repay all the debt when due, either the due date will be automatically extended for additional 12 months and/or partial repayment is also acceptable to Management and Note Holder.Credit

6The Company entered into a Asset Based Loan Agreement with Commerce Bank & Trust Company (the "Loan Agreement") on May 31,2011, subject to closing the Cherrybrook acquisition. ~~Stockholders~~The ~~Equity~~Loan Agreement provides for a $200,000 secured revolving facility secured by accounts receivable and inventory. The borrowing was used to repay all amounts outstanding under the Cherrybrook's prior loan agreement; future borrowings may be used to provide working capital, finance capital expenditures and permitted acquisitions and refinance certain existing indebtedness. The obligations under the Loan Agreement are guaranteed by all existing and future assets of the Company, subject to certain exceptions. The Loan Agreement will terminate and all amounts outstanding will be due and payable on May 31, 2013. The Loan Agreement provides that loans will bear interest at rates based on the Wall Street Journal Prime Rate, plus 1.00% per annum, current rate is 4.75%.

~~The~~As ~~Company’s~~consideration ~~Certificate~~for ofacquisition ~~Incorporation filed with the State~~ of ~~Delaware on August 27~~Cherrybrook, ~~2008 authorized~~ the Company toissued ~~issue 1,000,000 shares of stock with~~ a ~~par~~promissory ~~value~~24 ofmonth ~~$.001~~term ~~per~~note ~~share. As~~to ofCherrybrook ~~June 19, 2009~~ in the ~~Company~~amount ~~amended its Certificate~~ of ~~Incorporation to authorize 50,000,000 shares of stock, consisting of 49,000,000 common shares and 1,000,000 preferred shares both with a par value of~~ $~~.00001 per share. On December 1~~562, 2010 the Company authorized a 10:1 common stock split effective December 31, 2010. As of December 31, 2010 and 2009 there were 240,000 and 0 shares outstanding respectively, of Series A preferred stock with an 8% cumulative, participating, coupon and a liquidation preference.694

for the repayment of certain Cherrybrook debt obligations outstanding but not directly assumed. The current balance of the note is $508,694. The note has variable interest rate to match the underlining Cherrybrook obligations currently at 4.3% and the note matures May, 31 2013.

7The Company has a line of credit with Physicians Capital Corporation, which is owned by Dan Ratner (President, Chief Executive Officer and Director of the Company) and Donna Ratner (Secretary and Director of the Company), the Company's co-founders and majority shareholders. ~~Stock~~As ~~Based~~of ~~Compensation~~December 31, 2010 and June 30, 2011, the outstanding principal balance of the line of credit was $122,347 and $174,328, including accrued interest of $2,120 and $8,796 respectively. Interest accrued for the year periods ended December 31, 2010 and June 30, 2011 was $81,733 and $6,676 respectively. Interest is accrued monthly on the average outstanding balance for the quarter pro-rated at the rate of 8% annually. The line of credit is in good standing and is due December 31, 2012.

~~Stock Options: As of March 31, 2011, no options have been issued.~~ 9

Stockholders Equity

Preferred Stock

On May 31, 2011, the Company issued 5,000 shares of unregistered Series A Preferred to Cherrybrook Kitchen, LLC as consideration for the acquisition of assets. (See Note 2 above for a more detailed description.)

Common Stock

On May 31, 2011, the Company issued 3,000,000 share of unregistered common stock subject to 144 restrictions to Cherrybrook Kitchen, LLC as consideration for the acquisition of assets.

During the three months ended June 30, 2011, the Company issued 200,000 shares of registered common stock for raw materials purchased and in the future the amount collected from the sale of stock will offset outstanding accounts payable to determine final application of payment and disposition at future market price. Do to uncertainty, we booked the issuance of common stock at par value and will make final adjusting entries in the future period final when offset occurs.

Stock Based Compensation
Stock Options:
As of June 30, 2011, no options have been issued.

8.	Related Party Transactions

The Company has a line of credit with Physicians Capital Corporation, which is owned by Dan Ratner (President, Chief Executive Officer and Director of the Company) and Donna Ratner, (Secretary and Director of the Company’), the Company's co-founders and ~~sole~~majority shareholders. As of December 31, 2010 and ~~March~~June 3130, 2011, the outstanding principal balance of the line of credit was $122,347 and $~~163~~174,~~705~~328, including accrued interest of $2,120 and $58,~~288~~ 796 respectively. Interest accrued for the year periods ended December 31, 2010 and ~~March~~June 3130, 2011 was $81,733 and $36,~~168~~676 respectively. Interest is accrued monthly on the average outstanding balance for the quarter pro-rated at the rate of 8% annually. The line of credit is in good standing and is due December 31, 2012. It is contemplated that use of proceeds are to repay debt and if proceeds from the offering are insufficient to repay all the debt when due, either the due date will be automatically extended for additional 12 months and/or partial repayment is also acceptable to Management and Note Holder.

~~Office Space:~~ The Company uses shared office space owned by Dan Ratner and Donna Ratner, ~~the Company’s co-founders and sole shareholders~~ which is accounted for at fair market value in the Company's financial statements. Our financial statements reflect stand-alone office space expense, if the Company went out and rented stand-alone space, management estimates the rental could be valued at $6,000 and $0 respectively, for the year ending December 31, 2010, ~~three~~six months ending ~~March~~June 3130, 2011. The ~~officers~~Company did not remunerate ~~themselves~~Dan Ratner and Donna Ratner for the use of the office space in the form of cash payments for the stand-alone fair value of the office space, however, non-cash office space consideration was expensed and the officers contributed non-cash consideration to additional paid-in capital.

Our financial statements reflect non-cash officer's compensation expense which the officers contributed to the Company as additional paid-in capital since the officers have elected to forgo their compensation valued at $80,000 and $0 respectively, for their positions for the year ending December 31, 2010, and six months ending June 30, 2011. The Company does not remunerate the officers in the form of other method of compensation for the fair value of the services rendered.

Subsequent Events

The Company has evaluated subsequent events through and from the June 30, 2011 financial statements which were issued on August 11, 2011. No events have occurred prior to August 11, 2011 that requires disclosure or recognition in these financial statements.

~~Officers~~Item ~~Compensation~~2. ~~Expense:~~Management's ~~Our~~Discussion financial statements reflect non-cash officers compensation expense which the officers contributed it to the company as additional paid-in capital since the officers have elected to forgo their compensations valued at $80,000 and $0Analysis ~~respectively, for their positions for the year ending December 31, 2010, three months ending March 31, 2011. And the officers do not remunerate themselves in the form~~ of ~~some~~Financial ~~other~~Condition ~~payments~~and ~~for~~Results ~~the fair value~~ of ~~the services rendered.~~Operation

9The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes appearing elsewhere in this report. ~~Subsequent~~This ~~Events~~discussion and analysis may contain forward-looking statements based on assumptions about our future business.
~~The~~Results ~~Company~~of has evaluated subsequent events through the time the March 31, 2011 financial statements were issued on May 10, 2011. No events have occurred subsequent to March 10, 2011 that requires disclosure or recognition in these financial statements.Operations

~~Item~~The 2.following ~~Management’s~~table ~~Discussion~~sets forth key statistics for the three and ~~Analysis~~six ormonths ~~Plan~~ended ofJune ~~Operation~~30, 2011 and 2010, respectively.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes appearing elsewhere in this report. This discussion and analysis may contain forward-looking statements based on assumptions about our future business.

		Unaudited			Percentage		Unaudited			Percentage
		Three months ended June 30,			Change		Six months ended June 30,			Change
		2011		2010	11 vs. 10		2011		2010	11 vs. 10

Sales, net	$	379,428	$	164,613	57%	$	486,167	$	292,194	40%
Cost of sales		192,830		84,578	56%		234,084		151,573	35%
Gross profit		186,598		80,035	57%		252,083		140,621	44%
		49%		49%			52%		48%
Expenses
Selling		88,391		58,396	34%		133,928		118,805	11%
General and administrative		67,608		81,266	-20%		108,986		152,732	-40%
Research and development		467		335	28%		1,036		965	7%
Depreciation and Amortization		15,167		5,736	62%		23,255		11,372	51%
Total expenses		171,633		145,733	15%		267,205		283,874	-6%
Loss from operations		14,965		(65,698)	539%		(15,122)		(143,253)	-847%
Interest expense		1,628		28,222	-1634%		9,254		55,176	-496%
Net Income (Loss)	$	13,337	$	(93,920)	804%	$	(24,376)	$	(198,429)	-714%
Net Income (Loss) per common share	$	0.00	$	(0.02)	1508%	$	(0.00)	$	(0.04)	-1528%
Weighted average shares outstanding		10,030,410		5,015,000	50%		10,030,410		5,015,000	50%

~~Results~~Net ~~of Operations~~Sales
Three months ended ~~March~~June 3130, 2011 Compared to Three months ended ~~March~~June 3130, 2010

Sales of $~~106~~379,~~739~~428 and $~~127~~164,~~739~~613 for the three months ended ~~March~~June 3130, 2011 and ~~March~~June 3130, 2010 respectively represented aan ~~decrease~~increase of 1657% or $20214,~~842~~815. The ~~decrease~~increase in revenues is primarily due to an ~~larger~~acquisition ~~inventory~~of ~~purchases~~Cherrybrook ~~late~~ in ~~December~~the ~~2010~~second ~~which slightly decreased purchases in 1st~~ quarter of 2011. We see same store sales growth of our products steady in the second ~~1st~~ quarter as compared to the same period in 2010. ~~The number of stores carrying our products is also approximately the same, but very hard to quantify.~~

~~Cost~~Six ofmonths ~~Goods~~ended ~~Sold~~June 30, 2011 Compared to Six months ended June 30, 2010

~~Cost~~Sales of ~~goods sold consists primarily of the costs of our ingredients~~$486,167 ~~packaging, production~~ and ~~freight. Our cost of goods sold of~~ $41292,~~254~~194 for the ~~three~~six months ended ~~March~~June 3130, 2011 ~~represents~~and June 30, 2010 respectively represented a decrease of 3840% or $25193,~~741,~~973. The asincrease ~~compared~~in torevenues ~~the~~is ~~prior~~primarily ~~year~~due ~~increase~~to ~~during~~an acquisition ~~same period amount~~ of ~~$66,995. Cost~~Cherrybrook ~~of goods sold, on a per unit basis, remained at approximately the same levels as~~ in ~~2011 in~~ the ~~49%~~second -quarter ~~53% range which take into account slight variations in certain raw material and freight cost~~ of ~~ingredient costs~~2011. ~~Overall,~~ weWe ~~have~~see ~~not~~same ~~experienced~~store ~~significant~~sales ~~increases~~growth ~~in raw material and packaging costs in 2011, while we are continuing to negotiate reductions and find lower-cost sources wherever possible. The high quality~~ of our ~~natural~~products ~~ingredients~~steady ~~is of primary concern, as we constantly seek good sources. We are seeing a short term decrease~~ in ~~cost of goods sold from~~ the second ~~new~~quarter ~~acquisition,~~as ~~but~~compared ~~expect it~~ to ~~normalize~~the ~~throughout~~same ~~the~~period ~~year~~in 2010.

~~Gross~~Cost ~~Profit~~of Goods Sold
~~Our~~Three ~~gross profit increased to $65,485 in the three~~ months ended ~~March~~June 3130, 2011, ~~from~~Compared ~~$60,586 in 2010, an increase of $4,899 or 8%. The gross profit as a percentage of sales increased~~ to ~~61%~~Three inmonths ~~2011,~~ended ~~from~~June 50% in the same period of 2010. This gross profit margin change is primarily due to recent acquisition and historical costs of raw material and freight prices in 2010. We will see increases in cost of goods sold from the new acquisition30, ~~but expect it to normalize throughout the year back to historical levels.~~2010

~~Selling~~Cost of goods sold consists primarily of the costs of our ingredients, packaging, production and ~~marketing~~freight. Our ~~expenses~~cost of goods sold of $192,830 for the three months ended June 30, 2011 represents an increase of 56% or $108,252, as compared to the prior year cost of goods sold during same period in the amount of $84,578 which is a direct result of the Cherrybrook acquisition. Cost of goods sold, on a per unit basis, remained at approximately the same levels as in 2011 in the 48% - 51% range which take into account slight variations in certain raw material and freight cost of ingredient costs. Overall, we have not experienced significant increases in raw material and packaging costs in 2011, while we are continuing to negotiate reductions and find lower-cost sources wherever possible. The high quality of our natural ingredients is of primary concern, as we constantly seek good sources. We are seeing a short term increase cost of goods sold from the new acquisition, but expect it to normalize throughout the year.

Selling and marketing expenses consist primarily of direct charges for staff compensation costs, advertising, sales promotion, marketing and trade shows. Selling and marketing costs decreased to $45,437 in the three months ended March 31, 2011 from $60,409 in 2009, a net decrease of $14,872 or 25%. The decrease is primarily due to decreases in brokerage compensation and travel costs and a decrease in trade shows expenses. 11

~~The~~Six ~~focus~~months ofended ~~our~~June ~~sales~~30, ~~efforts~~2011 isCompared ~~primarily on increasing product placements in significant grocery chains nationwide. The trend in grocery stores is~~ to ~~offer~~Six ~~more~~months ~~natural~~ended ~~products.~~June ~~Our sales force is leveraging our strong position in natural food grocery stores throughout the nation~~30, ~~to establish new relationships with mainstream grocery stores.~~2010

~~General~~Cost of goods sold consists primarily of the costs of our ingredients, packaging, production and ~~Administrative~~freight. Our ~~Expenses~~cost of goods sold of $234,084 for the six months ended June 30, 2011 represents an increase of 35% or 82,511, as compared to the prior year cost of goods sold during same period amount of in the $151,573. Cost of goods sold, on a per unit basis, remained at approximately the same levels as in 2011 in the 48% - 51% range which take into account slight variations in certain raw material and freight cost of ingredient costs.

~~General~~Gross and administrative expense consists primarily of the cost of executive, administrative, and finance personnel, as well as professional fees. General and administrative expenses decreased to $39,912 during the three months ended March 31, 2011 from $72,245 in the same period of 2010, a net decrease of $32,333 or 45%. The overall decrease in 2011 is primarily due to reductions in non-cash officer’s compensation, non-cash office rent, cash professional fees expense and insurance costs.Profit
WeThree ~~believe~~months ~~that~~ended ~~our~~June ~~existing~~30, ~~executive~~2011 ~~and~~Compared ~~administrative staffing levels are sufficient~~ to ~~allow~~Three ~~for~~months ~~moderate~~ended ~~growth~~June ~~without~~30, ~~the need to add personnel and related costs for the foreseeable future.~~2010

11Our gross profit increased to $186,598 in the three months ended June 30, 2011, from $84,035 during the same period in 2010, an increase of $106,563 or 57%. The gross profit as a percentage of sales is stable period over the period ranging from 49% in 2011 and 2010. We will see increases in weighted average cost of goods sold as a result of the Cherrybrook's product lines mix, but expect gross profit to normalize throughout the year back.

~~Loss~~Six ~~from~~months ~~Operations~~ended June 30, 2011 Compared to Six months ended June 30, 2010

Our ~~loss~~gross ~~from~~profit ~~operations~~increased ~~decreased~~ to $30252,~~087~~083 in the ~~three~~six months ended ~~March~~June 3130, 2011, from $78140,~~334~~621 during the same period in 2010, an increase of $111,462 or 44%. The gross profit as a percentage of sales is up to 52% in the six months ended June 30, 2011 as compared to 48% in the same period of 2010. ~~The~~ This gross ~~improvement~~profit margin change is aprimarily ~~direct~~due to recent acquisition and historical costs of raw material and freight prices in 2010. We will see increases in weighted average cost of goods sold as a result of ~~decreased~~the ~~spending~~Cherrybrook's ~~described~~product ~~above~~lines mix, but expect gross profit to normalize throughout the year back.

~~Interest~~Selling ~~Expense~~and marketing expenses
~~Interest~~Three ~~expense increased to $7,626 in the three~~ months ended ~~March~~June 3130, 2011, ~~compared~~Compared to ~~interest~~Three ~~expense~~months ofended ~~$26,954~~June ~~in the same period of 2010. The decrease is due to the reduction of long-term debt~~30, ~~as a result of our capitalizing shareholder loans obligation into preferred equity; and reductions of borrowing under a line of credit agreement.~~2010

~~Liquidity~~Selling and ~~Capital~~marketing ~~Resources~~expenses consist primarily of direct charges for staff compensation costs, advertising, sales promotion, marketing and trade shows. Selling and marketing costs increased to $88,391 in the three months ended June 30, 2011 from $58,396 during the same period in 2010, a net increase of $29,995 or 34%. Increases in distributor and in-store promotions associated with the Cherrybrook acquisition.

AsSix ofmonths ~~March~~ended ~~31,~~June ~~2011~~30, we had stockholders equity of $1,423 and working capital of $31,238, compared to stockholders equity of ($1,338,510) and working capital of ($1,463,171) at March 31, 2010. Cash and cash equivalents were $25,046 as of March 31, 2011, asCompared ~~compared~~ to ~~$44,293~~Six atmonths ~~December~~ended ~~31,~~June 2010. This increase in our working capital was primarily a result of decreased borrowings which are classified as short term debt and recapitalized as preferred stock. In addition to our cash position on March 3130, ~~2011, we had availability the ability to draw funds under our line of credit.~~2010

~~Our~~Selling ~~decrease~~and inmarketing ~~cash~~expenses consist primarily of direct charges for staff compensation costs, advertising, sales promotion, marketing and ~~cash~~trade ~~equivalents~~shows. Selling and marketing costs increased to $25133,~~046~~928 atin ~~March~~the 31six months ended June 30, 2011 ~~compared~~from to $44118,~~293~~805 atduring ~~December~~the ~~31,~~same ~~2010~~period ~~was~~in ~~primarily~~2010, a ~~result~~net ~~reduction~~increase of ~~account~~$15,123 ~~payables~~or 11%. Increase in distributor and in-store promotions associated with the Cherrybrook acquisition.

WeThe ~~believe~~focus ~~that~~of ~~the~~our ~~Company~~sales ~~has~~efforts ~~limited~~is ~~working~~primarily ~~capital~~on toincreasing ~~support~~product ~~existing~~placement ~~operations~~in ~~through~~significant ~~2011~~grocery chains nationwide. The ~~Our~~trend ~~primary~~in ~~capital~~grocery ~~source~~stores ~~will~~is beto ~~cash~~offer ~~flow~~more ~~from~~natural ~~operations as we gain profitability in 2011~~products. If ~~our~~Our sales ~~goals~~force dois ~~not~~leveraging ~~materialize as planned, we believe that the Company can become leaner and~~ our strong ~~costs~~position ~~can~~in benatural ~~managed~~food togrocery ~~produce~~stores ~~profitable~~throughout ~~operations. We~~the ~~have a common stock offering~~nation, ~~which we hope~~ to ~~finance~~establish ~~our~~new ~~operations~~relationships ~~growth~~with ~~primarily~~mainstream ~~through private sales of common stock, preferred stock, convertible debt, a line of credit from a financial institution, and cash generated from operations~~grocery stores.

~~Net~~ General cash used in operations during 1st quarter 2011 was ($57,436) compared with $4,001 used in operations during the same period in 2010. Cash used in operations during 2011 was primarily due to the payment of accounts payable and ~~net~~Administrative ~~operating loss in period and to an decrease in accounts receivable, increase in inventory and prepaid raw materials costs.~~Expenses

NoThree ~~changes~~months inended ~~net~~June ~~cash~~30, ~~used~~2011 inCompared ~~investing~~to ~~activities~~Three ofmonths $0ended ~~during~~June ~~2011~~30, ~~compared with $0 during~~ 2010.

~~Net~~General ~~cash~~and ~~provided~~administrative byexpense ~~financing~~consists ~~activities~~primarily of the cost of executive, administrative, and finance personnel, as well as professional fees. General and administrative expenses decreased to $3867,~~191~~608 during ~~1st~~the ~~quarter~~three months ended June 30, 2011 from $81,266 in the same period of 2010, a net decrease of $(13,658) or (20%). The overall decrease in 2011 ~~was~~is primarily due to ~~proceeds~~reductions ~~from~~in ~~the~~non-cash ~~shareholder~~officer's ~~loans~~compensation, tonon-cash ~~fund~~office rent, cash professional fees expense, insurance costs and consolidation of operations.

WeSix ~~believe~~months ~~that~~ended ~~our~~June ~~current~~30, ~~cash position and current line of credit availability will be limited but meet our cash needs throughout~~ 2011. WeCompared ~~will be working~~ to ~~raise~~Six ~~money~~months ~~through~~ended ~~the~~June ~~capital~~30, ~~markets.~~2010

~~Off~~General ~~Balance~~and ~~Sheet~~administrative ~~Arrangements~~expense consists primarily of the cost of executive, administrative, and finance personnel, as well as professional fees. General and administrative expenses decreased to $108,986 during the six months ended June 30, 2011 from $152,732 in the same period of 2010, a net decrease of $(43,746) or (40%). The overall decrease in 2011 is primarily due to reductions in non-cash officer's compensation, non-cash office rent, cash professional fees expense, insurance costs and consolidation of operations.

AtWith ~~March~~the ~~31,~~Cherrybrook ~~2011~~acquisition, we ~~did~~increase ~~not~~staffing ~~have~~levels. ~~any~~We ~~off-balance~~believe ~~sheet~~that ~~arrangements~~our asexisting ~~defined~~executive and inadministrative ~~Item 303(a)(4)~~staffing oflevels ~~Regulation~~are ~~S-K~~sufficient ~~that~~to ~~have~~allow ~~had~~for ormoderate ~~are~~growth ~~likely~~without tothe ~~have~~need ato ~~material~~add ~~current~~personnel orand ~~future~~related costs ~~effect~~for onthe ~~our~~foreseeable ~~financial statements~~future.

~~Critical~~Profit ~~Accounting~~(Loss) ~~Policies~~from ~~and Estimates~~Operations
~~Our~~Three ~~financial~~months ~~statements~~ended ~~are~~June prepared in accordance with accounting principles generally accepted in the United States. The accounting principles we use require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and amounts of income and expenses during the reporting periods presented. We believe in the quality and reasonableness of our critical accounting policies; however30, it2011 isCompared likely that materially different amounts would be reported under different conditions or using assumptions different from those that we have applied. The accounting policies that have been identified as critical to ~~our~~Three ~~business~~months operations and understanding the results of our operations pertain to revenue recognition and sales incentives, valuation of accounts and chargebacks receivable, inventories, property, plant and equipment, accounting for acquisitions, stock based compensation, segments and goodwill and intangible assets. The application of each of these critical accounting policies and estimates was discussed in our Annual Report on Form 10-K for the year ended ~~December~~June 3130, 2010.

~~Seasonality~~Our profit from operations increased to $14,965 in the three months ended June 30, 2011 from a loss of $(65,698) in the same period of 2010. The increase is a direct result of decreased spending described above and consolidation of expenses related to Cherrybrook acquisition.

We primarily market cold beverage products, and as a result, quarterly results of operations reflect seasonal trends resulting from increased demand for its cold products in the warmer months of the year. Quarterly fluctuations in our sales volume and operating results are due to a number of factors relating to our business, including the timing of trade promotions, advertising and consumer promotions and other factors, such as seasonality, inclement weather and unanticipated increases in labor, commodity, energy, insurance or other operating costs. The impact on sales volume and operating results due to the timing and extent of these factors can significantly impact our business. For these reasons, you should not rely on our quarterly operating results as indications of future performance. 12

12Six months ended June 30, 2011 Compared to Six months ended June 30, 2010

~~Inflation~~Our loss from operations decreased to $(15,122) in the six months ended June 30, 2011 from $(143,253) in the same period of 2010. The increase is a direct result of decreased spending described above and consolidation of expenses related to Cherrybrook acquisition.

~~Inflation~~Interest may cause increased ingredient, fuel, labor and benefits costs. For more information regarding ingredient costs, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. To the extent permitted by competition, we seek to recover increased costs through a combination of price increases, new product innovation and by implementing process efficiencies and cost reductions.Expense
~~Note~~Three ~~Regarding~~months ~~Forward~~ended ~~Looking~~June ~~Information~~30, 2011 Compared to Three months ended June 30, 2010

~~Certain~~Interest ~~statements~~expense ~~contained~~decreased into ~~this~~$1,628 ~~Quarterly~~in ~~Report constitute “forward-looking statements” within~~ the ~~meaning~~three ofmonths ~~Rule~~ended ~~3b-6~~June of30, ~~the~~2011, ~~Securities~~compared ~~Exchange~~to interest ~~Act~~expense of ~~1934.~~$28,222 ~~These~~in ~~forward-looking statements include~~ the ~~following:~~same ~~(i) our~~period ~~intentions for growth through acquisitions as well as internal expansion; (ii) our beliefs regarding the integration~~ of ~~our~~2010. The ~~brands~~decrease ~~and~~is ~~the~~due ~~resulting~~to ~~impact thereof; (iii) our statements regarding~~ the ~~introduction~~reduction of ~~new~~long-term debt, ~~products~~as ~~and~~a ~~the~~result ~~impact on our revenues and margins; (iv) our beliefs regarding the positioning~~ of our ~~business~~capitalizing ~~for~~shareholder ~~the~~Physicians ~~future;~~Capital ~~(v) our~~Corporation ~~beliefs~~loans ~~that~~obligation weinto ~~will~~preferred ~~continue to derive benefits from new products~~equity; ~~(vi) our belief that our cash~~ and reductions ~~cash equivalent investments have no significant exposure to interest rate risk; and (vii) our belief that our sources~~ of ~~liquidity~~borrowing ~~are~~under ~~adequate~~a toline fund our anticipated operating and cash requirements for the next twelve months. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, levels of ~~activity,~~credit performance or achievements of the Company, or industry results, to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statementsagreement. ~~Such factors include, among others, the following:~~

•Six ~~our~~months ~~ability~~ended toJune ~~achieve~~30, ~~our guidance for sales and earnings per share in fiscal year~~ 2011 ~~given~~Compared ~~the~~to ~~economic~~Six ~~environment~~months inended ~~the~~June ~~U.S. and other markets that we sell products as well as economic and business conditions generally and their effect on our customers and consumers’ product preferences~~30, ~~and our business, financial condition and results of operations;~~2010

•Interest ~~our~~expense ~~expectations~~decreased ~~for~~to ~~our~~$9,255 ~~business~~in ~~for~~the ~~fiscal~~six ~~year~~months ended June 30, 2011, ~~and~~compared ~~its~~to interest ~~positioning~~expense ~~for~~of $55,175 in the ~~future~~same period of 2010. The decrease is due to the reduction of long-term debt, as a result of our capitalizing shareholder Physicians Capital Corporation loans obligation into preferred equity; and reductions of borrowing under a line of credit agreement.

•Net ~~changes~~Income ~~in estimates or judgments related to our impairment analysis of goodwill and other intangible assets;~~(Loss)
•Three ~~our~~months ~~ability~~ended toJune ~~realize sustainable growth generally and from investments in core brands~~30, ~~offering~~2011 ~~new~~Compared ~~products~~to ~~and~~Three ~~our~~months ~~focus~~ended onJune ~~cost containment~~30, ~~productivity, cash flow and margin enhancement in particular;~~2010

•Our ~~our~~Net ~~ability~~Income (Loss) increased to ~~effectively~~$13,337 ~~integrate~~in ~~our~~the ~~acquisitions;~~three months ended June 30, 2010 from a loss of $(93,920) in the same period of 2010. The improvement is a direct result of increased sales, along with the cost reductions described above. Earnings per share also improved in the three months ended June 30, 2011 to a positive of $.001 per share from a loss of $(.02) per share in the same period of 2010.

•Six ~~competition;~~months ended June 30, 2011 Compared to Six months ended June 30, 2010

•Our Net Loss decreased to $(24,376) in the ~~success~~six ~~and~~months ~~cost~~ended June 30, 2011 from a loss of $(198,429) ~~introducing~~in ~~new~~the ~~products~~same asperiod ~~well~~of as2010. The ~~our~~improvement ~~ability~~is toa ~~increase~~direct ~~prices~~result onof ~~existing~~increased ~~products;~~sales, along with the cost reductions described above. Earnings per share also improved in the six months ended June 30, 2011 from loss of $(.002) from a loss of $(.04) in the same period of 2009.

•Liquidity ~~availability~~ and ~~retention~~Capital ~~of key personnel;~~Resources

•As of June 30, 2011, we had stockholders equity of $814,763 and working capital of $123,350, compared to stockholders equity of ($1,388,651) and working capital of ($1,448,138) at June 30, 2010. Cash and cash equivalents were $49,060 as of June 30, 2011, as compared to $34,877 at June 30, 2010. This increase in our ~~reliance~~working capital was primarily a result of decreased borrowings which are classified as short term debt and recapitalized as preferred stock. In addition to our cash position on ~~third~~June ~~party~~30, ~~distributors~~2011, ~~manufacturers~~we had availability the ability to draw funds under both our lines of credit. Our change in cash and ~~suppliers;~~cash equivalents was primarily a result of the collection of accounts receivable.

•We ~~our~~believe ~~ability~~that the Company has sufficient working capital to ~~maintain~~support existing ~~contracts~~operations through 2011. Our primary capital source will be cash flow from operations in 2011. If our sales goals do not materialize as planned, we believe that the Company can become leaner and ~~secure~~our costs can be managed to produce profitable operations. We have plan a equity and ~~integrate~~debt ~~new~~offerings ~~customers;~~in 2011 - 2012, which we hope to finance our operations growth primarily through private sales of common stock, preferred stock, convertible debt, a line of credit from a financial institution, and cash generated from operations.

•Net ~~our~~cash ~~ability~~provided to(used ~~respond~~in) tooperations ~~changes~~during ~~and~~second ~~trends~~quarter in2011 ~~customer~~was ~~and~~$56,480 ~~consumer~~compared ~~demand~~with $(109,982) ~~preferences~~used in operations during the same period in 2010. The increase in cash provided (used in) operations during second quarter 2011 was primarily due to the buildup of accounts payable and ~~consumption;~~increased debt from the Cherrybrook acquisition.

•Changes ~~international~~in ~~sales~~net cash used in investing activities of $(1,658,509) during second quarter 2011 compared with $0 during 2010 was a result in the acquisition of assets and new operations;.

•Net ~~changes~~cash inprovided ~~our~~by ~~input~~financing ~~costs~~activities of $1,606,796 ~~including~~during ~~ingredient~~second quarter of 2011 comparesd with $137,235 ~~fuel~~during the same period 2010 was primarily due to increase in proceeds of additional paid in capital proceeds from the purchase of assets and ~~employee~~shareholder ~~costs;~~loans to fund operations.

•We ~~the~~believe ~~effects~~that on our ~~results~~current ofcash ~~operations~~position ~~from~~and ~~the~~current ~~impacts~~line of ~~foreign~~credit ~~exchange;~~availability will be limited but meet our cash needs throughout 2011.

~~• changes in, or the failure to comply with, government regulations; and~~ 13

•Off ~~other~~Balance ~~risks~~Sheet ~~detailed~~Arrangements ~~from time-to-time in the Company’s reports filed with the SEC, including the annual report on Form 10-K for the fiscal year ended December 31, 2010.~~

AsAt aJune ~~result~~30, of2011, ~~the~~we ~~foregoing~~did ~~and~~not ~~other~~have ~~factors,~~any nooff-balance ~~assurance~~sheet ~~can~~arrangements ~~be given~~ as todefined ~~the~~in ~~future~~Item ~~results,~~303(a)(4) ~~levels~~ of Regulation ~~activity~~S-K ~~and~~that ~~achievements~~have ~~and~~had ~~neither~~or ~~the~~are ~~Company~~likely ~~nor~~to ~~any~~have ~~person~~a ~~assumes~~material ~~responsibility~~current ~~for~~or ~~the~~future ~~accuracy~~effect ~~and~~on ~~completeness~~our offinancial ~~these~~ statements.

~~Item~~Critical ~~3. Quantitative~~Accounting Policies and ~~Qualitative~~Estimates ~~Disclosures About Market Risk.~~

AOur ~~smaller~~financial statements are prepared in accordance with accounting principles generally accepted in the United States. The accounting principles we use require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and amounts of income and expenses during the reporting ~~company~~periods presented. We believe in the quality and reasonableness of our critical accounting policies; however, it is ~~not~~likely ~~required~~that materially different amounts would be reported under different conditions or using assumptions different from those that we have applied. The accounting policies that have been identified as critical to ~~provide~~our business operations and understanding the ~~information~~results ~~required~~of byour operations ~~this~~pertain ~~Item~~to revenue recognition and sales incentives, valuation of accounts and chargebacks receivable, inventories, property, plant and equipment, accounting for acquisitions, stock based compensation, segments and goodwill and intangible assets. The application of each of these critical accounting policies and estimates was discussed in our Annual Report on Form 10-K for the year ended December 31, 2010.

~~Item~~Seasonality ~~4T. Controls and Procedures.~~

~~Evaluation~~We primarily market cold beverage products, and as a result, quarterly results of ~~Disclosure~~operations ~~Controls~~reflect seasonal trends resulting from increased demand for our cold products in the warmer months of the year. Quarterly fluctuations in our sales volume and ~~Procedures~~operating results are due to a number of factors relating to our business, including the timing of trade promotions, advertising and consumer promotions and other factors, such as seasonality, inclement weather and unanticipated increases in labor, commodity, energy, insurance or other operating costs. The impact on sales volume and operating results due to the timing and extent of these factors can significantly impact our business. For these reasons, you should not rely on our quarterly operating results as indications of future performance.

~~Under~~Inflation the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Securities and Exchange Act of 1934 Rules 13a-15(f). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2011.

~~Changes~~Inflation inmay ~~Internal~~cause ~~Control~~increased ~~Over~~ingredient, ~~Financial~~fuel, ~~Reporting~~labor and benefits costs. For more information regarding ingredient costs, see the Company's Annual Report on Form 10-K for the year ended December 31, 2010. To the extent permitted by competition, we seek to recover increased costs through a combination of price increases, new product innovation and by implementing process efficiencies and cost reductions.

There have been no changes in the Company’s internal control over financial reporting during the three months ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 14

13Note Regarding Forward Looking Information

~~PART~~Certain IIstatements –contained ~~OTHER~~in ~~INFORMATION~~this Quarterly Report constitute "forward-looking statements" within the meaning of Rule 3b-6 of the Securities Exchange Act of 1934. These forward-looking statements include the following: (i) our intentions for growth through acquisitions as well as internal expansion; (ii) our beliefs regarding the integration of our brands and the resulting impact thereof; (iii) our statements regarding the introduction of new products and the impact on our revenues and margins; (iv) our beliefs regarding the positioning of our business for the future; (v) our beliefs that we will continue to derive benefits from new products; (vi) our belief that our cash and cash equivalent investments have no significant exposure to interest rate risk; and (vii) our belief that our sources of liquidity are adequate to fund our anticipated operating and cash requirements for the next twelve months. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, levels of activity, performance or achievements of the Company, or industry results, to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following:

~~Item~~• 1our ability to achieve our guidance for sales and earnings per share in fiscal year 2011 given the economic environment in the U. ~~Legal~~S. ~~Proceedings~~and other markets that we sell products as well as economic and business conditions generally and their effect on our customers and consumers' product preferences, and our business, financial condition and results of operations;

We• ~~are~~our ~~not~~expectations ~~subject~~for toour ~~any~~business ~~legal~~for ~~proceedings,~~fiscal ~~therefore~~year no2011 ~~disclosure~~and ~~under~~its ~~this~~positioning ~~Item~~for 1.the future;

~~Item~~• ~~1A. Risk~~changes ~~Factors~~in estimates or judgments related to our impairment analysis of goodwill and other intangible assets;

A• ~~smaller~~our ~~reporting~~ability ~~company~~to isrealize ~~not~~sustainable ~~required~~growth togenerally ~~provide~~and ~~the~~from ~~information~~investments ~~required~~in bycore ~~this~~brands, ~~Item.~~offering new products and our focus on cost containment, productivity, cash flow and margin enhancement in particular;

~~Item~~• 2.our ~~Unregistered~~ability ~~Sales~~to ofeffectively ~~Equity~~integrate ~~Securities~~our ~~and Use of Proceeds~~acquisitions;

~~None~~• competition;

~~Item~~• ~~3. Defaults~~the ~~Upon~~success ~~Senior~~and ~~Securities~~cost of introducing new products as well as our ability to increase prices on existing products;

~~None~~• availability and retention of key personnel;

~~Item~~• ~~4. [REMOVED~~our ~~AND~~reliance ~~RESERVED]~~on third party distributors, manufacturers and suppliers;

~~Item~~• ~~5. Other~~our ~~Information~~ability to maintain existing contracts and secure and integrate new customers;

~~None~~• our ability to respond to changes and trends in customer and consumer demand, preferences and consumption;

~~Item~~• 6.international ~~Exhibits~~sales and operations;

~~Exhibit~~• ~~No.~~changes ~~Description~~in our input costs, including ingredient, fuel and employee costs;

~~31.1~~• ~~Certification~~the ofeffects ~~Chief~~on ~~Executive~~our ~~Officer~~results ~~pursuant~~of tooperations ~~Section~~from ~~302 of~~ the ~~Sarbanes-Oxley~~impacts ~~Act~~ of 2002.*foreign exchange;

~~31.2~~• ~~Certification~~changes ofin, ~~Chief~~or ~~Financial~~the ~~Officer~~failure ~~pursuant~~ to ~~Section~~comply ~~302~~with, ofgovernment ~~the~~regulations; Sarbanes-Oxley Act of 2002.*and

~~32.1~~• ~~Certification~~other ofrisks ~~Chief~~detailed ~~Executive~~from ~~Officer~~time-to-time ~~pursuant~~in tothe ~~Section~~Company's ~~906~~reports offiled with the ~~Sarbanes~~SEC, including the annual report on Form 10-~~Oxley~~K ~~Act~~for ofthe ~~2002~~fiscal year ended December 31, 2010.*

~~32.2~~As ~~Certification~~a result of ~~Chief~~the ~~Financial~~foregoing ~~Officer~~and ~~pursuant~~other factors, no assurance can be given as to ~~Section~~the ~~906~~future results, levels of activity and achievements and neither the ~~Sarbanes-Oxley~~Company ~~Act~~nor any person assumes responsibility for the accuracy and completeness of ~~2002~~these statements.*

*Item ~~filed~~3. Quantitative ~~herewith~~and Qualitative Disclosures About Market Risk.

14A smaller reporting company is not required to provide the information required by this Item.

~~SIGNATURES~~Item 4. Controls and Procedures.

~~Pursuant~~Evaluation ~~to the requirements~~ of ~~the~~Disclosure ~~Securities~~Controls ~~Exchange~~and ~~Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~Procedures

	Cell-nique Corporation (Registrant)
Date: May 10, 2011	/s/ Dan Ratner
	Dan Ratner
	President and Chief Executive Officer
	(Principal Executive Officer)
Date: May 10, 2011	/s/ Dan Ratner
	Dan Ratner Chief Financial Officer (Principal Financial Officer)

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Securities and Exchange Act of 1934 Rules 13a-15(f)

as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of June 30, 2011.In designing and evaluating the disclosure controls and procedures, management recognizes that any controls system cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company are detected.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the six months ended June 30, 2011 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION
Item 1. Legal Proceedings

We are not subject to any legal proceedings, therefore no disclosure under this Item 1.

Item 1A. Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Preferred Stock

Common Stock

On May 31, 2011, the Company issued 3,000,000 share of unregistered common stock subject to 144 restrictions to Cherrybrook Kitchen, LLC as consideration for the acquisition of assets.

Item 3. Defaults Upon Senior Securities

None

Item 4. [REMOVED AND RESERVED]
Item 5. Other Information

None

Item 6. Exhibits

Exhibit No.

Description

31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1*	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2*	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
99.1	Unaudited Condensed Consolidated Financial Statements for Cherrybrook Kitchen, LLC
99.2	Unaudited Pro Forma Condensed Consolidated Financial Statements Cell-nique and Cherrybrook Kitchen
101**	The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Stockholders' Equity, (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.

* Filed herewith

** Users of this data are advised that pursuant to Rule 406T of Regulation S-T, this XBRL information is being furnished and not filed herewith for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and Sections 11 or 12 of the Securities Act of 1933, as amended, and is not to be incorporated by reference into any filing, or part of any registration statement or prospectus, of Cell-nique Corporation, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

SIGNATURES

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

	Cell-nique Corporation (Registrant)
Date: August 11, 2011	/s/ Dan Ratner
	Dan Ratner
	President and Chief Executive Officer
	(Principal Executive Officer)

Date: August 11, 2011	/s/ Dan Ratner
	Dan Ratner Chief Financial Officer (Principal Financial Officer)

Filing Compare · Cell-nique Corp