Washington, D.C. 20549
FORM 10-Q
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended April 30, 2015
	For the quarterly period ended October 31, 2015
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ___________ to ___________
Commission File Number 000-53551
NUTRANOMICS, INC.
(Exact name of registrant as specified in its charter)
Nevada		98-0603540
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
11487 South 700 East Salt Lake City, UT 84020
(Address of principal executive offices, including zip code)
(801) 576-8350
(Registrant's telephone number, including area code)
n/a
(Former name, former address and former fiscal year, if changed since last report)

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

Yes

☒

☐

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

☒

☐

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

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

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

Yes

☐

☒

As of ~~July~~December 1029, 2015, the issuer had ~~169~~580,~~538~~665,~~137~~512 issued and outstanding shares of common stock, par value of $0.001.

NUTRANOMICS, INC.

FORM 10-Q

For the Quarterly Period Ended ~~April~~October 3031, 2015

INDEX

		Page
	PART I – FINANCIAL INFORMATION
Item 1	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets (Unaudited) April 30, 2015 and July 31, 2014	3
	Condensed Consolidated Balance Sheets (Unaudited) as of October 31, 2015 and July 31, 2015	3
	Condensed Consolidated Statements of Operations (Unaudited) for both the Three Months Ended April 30, 2015 and 2014 and the Nine Months Ended April 30, 2015 and 2014	4
	Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended October 31, 2015	4
	Consolidated Statements of Stockholders' Deficit	5
	Condensed Consolidated Statements of Cash Flows (Unaudited) For the Nine Months Ended April 30, 2015 and 2014	6
	Condensed Consolidated Statements of Cash Flows (Unaudited) For the Three Months Ended October 31, 2015	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	2225
Item 3	Quantitative and Qualitative Disclosures About Market Risk	2831
Item 4	Controls and Procedures	2831
	PART II – OTHER INFORMATION
Item 1	Legal Proceedings	3033
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	3134
Item 3	Defaults Upon Senior Securities	3135
Item 4	Mine Safety Disclosures	3135
Item 5	Other Information	3135
Item 6	Exhibits	3136
Signatures		3237

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

HEALTH EDUCATION CORPORATION

d.b.a NUTRANOMICS, INC.

Consolidated Balance Sheets

ASSETS
	April 30,			July 31,
	October 31,			July 31,
	2015			~~2014~~2015
CURRENT ASSETS	(Unaudited)
Cash and cash equivalents	$	3956,~~273~~898		$	7990,~~235~~386
Accounts receivable, net of allowance		~~151~~96,~~810~~884			~~152~~84,~~879~~296
Prepaid expenses		114,~~283~~007			47,~~516~~293
Other current assets		49133,~~313~~018			23128,~~254~~105
Inventory		~~136~~93,~~542~~135			~~271~~122,~~941~~645
Total Current Assets		~~378~~393,~~221~~942			~~531~~432,~~825~~725
PROPERTY & EQUIPMENT, net		108,~~583~~718			1610,~~355~~276
INTANGIBLES, net		443,~~833~~703			-3,703
OTHER ASSETS
Rent deposit		2,000			2,000
Total Assets	$	~~435~~408,~~637~~363		$	~~550~~448,~~180~~704
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	~~494~~768,~~411~~759		$	~~518~~611,~~890~~402
Lines of credit		3633,~~234~~497			3335,~~098~~337
Convertible notes payable-current portion net of discount		~~467~~941,~~560~~063			58519,~~999~~827
Loan payable-current portion		35180,~~426~~052			51181,~~071~~721
Note Derivative Liability		~~188~~427,~~391~~456			~~177~~93,~~907~~204
Warrant Liability		~~115~~90,~~782~~703			-71,815
Related party payable		1718,~~239~~609			2115,~~083~~997
Related party notes payable		-			36,608
Unearned revenue		102,395			227,919
Unearned revenue		315,327			338,263
Total Current Liabilities		2,562,534			1,757,222
Total Current Liabilities		1,670,370			1,235,919
LONG-TERM LIABILITIES
Convertible notes payable		~~181~~71,~~426~~288			~~525~~147,~~000~~170
Loan payable		142,190			157,830
Total Liabilities		2,633,822			1,904,392
Total Liabilities		1,993,986			1,918,749
STOCKHOLDERS' DEFICIT
Common stock; par value of $.001, 750,000,000 shares authorized; 161,481,887 and 51,151,766 shares issued and outstanding at April 30, 2015 and July 31, 2014, respectively		161,482			51,153
Preferred stock; par value of $.001, 25,000,000 shares authorized;
Additional paid in capital		4,159,137			3,337,911
1,000,000 and 0 shares issued and outstanding at
Accumulated deficit		(5,878,855	)		(4,757,633	)
Oct 31, 2015 and July 31, 2015, respectively		1,000			-
Accumulated Other Comprehensive Income		(113	)		-
Common stock; par value of $.001, 750,000,000 shares authorized;
Total Stockholders' Deficit		(1,558,349	)		(1,368,569	)
532,165,512 and 252,467,187 shares issued and outstanding at
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	435,637		$	550,180
Oct 31, 2015 and July 31, 2015, respectively		532,164			252,467
Additional paid in capital		4,090,291			4,266,957
Accumulated deficit		(6,848,914	)		(5,975,112	)
Total Stockholders' Deficit		(2,225,459	)		(1,455,688	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	408,363		$	448,704

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

Table of Contents

HEALTH EDUCATION CORPORATION
d.b.a NUTRANOMICS, INC.
Consolidated Statements of Operations
(Unaudited)

	For the Three Months Ended						~~For the Nine Months Ended~~
	April 30,						Apr 30,
	October 31,
	2015			2014			~~2015~~			~~2014~~
REVENUES	$	~~432~~409,~~414~~216		$	~~716~~641,~~763~~237		$	~~1,345,110~~		$	~~1,943,742~~
COST OF SALES		~~197~~190,~~052~~297			~~370~~299,~~129~~670			~~659,379~~			~~1,269,526~~
		235,362			346,634			685,731			674,216
		218,919			341,567
OPERATING EXPENSES
General and administrative		8671,~~661~~265			~~161~~63,~~951~~785			~~265,704~~			~~402,048~~
Professional fees		111,939			338,197			310,337			930,350
Advertising and marketing		15,286			24,771
Research and development		-			616			93			32,233
Professional fees		92,927			59,269
Salaries and wages		~~139~~374,~~928~~220			~~146~~142,~~780~~307			~~931,499~~			~~760,886~~
Total Operating Expenses		~~338~~553,~~528~~698			~~647~~290,~~544~~132			~~1,507,633~~			~~2,125,517~~
OPERATING (LOSS)		(~~103~~334,~~166~~779	)		~~(300~~51,~~910~~435	)		~~(821,902~~	)		~~(1,451,301~~	)
OTHER INCOME (EXPENSE)
Other income		~~999~~100			-			~~999~~			-
Loss on settlement of fraudulent activity		-			-			-			(37,300	)
Change in Fair Value of Derivative		(419,666	)		-
Change in Fair Value of Derivative		33,305			5,981			49,878			6,598
Interest expense		(119,457	)		(90,591	)
Interest expense		(69,197	)		(32,425	)		(350,197	)		(71,326	)
Total Other Income (Expense)		(539,023	)		(90,591	)
Total Other Income (Expense)		(34,893	)		(26,444	)		(299,320	)		(102,028	)
NET (LOSS) BEFORE INCOME TAXES		(873,802	)		(39,156	)
NET (LOSS) BEFORE INCOME TAXES		(138,059	)		(327,354	)		(1,121,222	)		(1,553,329	)
Provision for income taxes
Provision for income taxes
NET (LOSS)	$	(873,802	)	$	(39,156	)
NET (LOSS)	$	(138,059	)	$	(327,354	)	$	(1,121,222	)	$	(1,553,329	)
BASIC AND DILUTED LOSS PER SHARE	$	(0.00	)	$	(0.00	)
BASIC AND DILUTED LOSS PER SHARE	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.03	)
WEIGHTED AVERAGE NUMBER		495,740,761			52,321,884
WEIGHTED AVERAGE NUMBER		152,764,167			49,180,788			89,138,400			47,446,714
OF SHARES OUTSTANDING
OF SHARES OUTSTANDING
Weighted Average Shares Outstanding - Basic and Diluted		495,740,761			52,321,884
Weighted Average Shares Outstanding - Basic and Diluted		152,764,167			49,180,788			89,138,400			47,446,714
NET INCOME (LOSS)		(873,802	)		(39,156	)
NET INCOME (LOSS)		(138,059	)		(327,354	)		(1,121,222	)		(1,553,329	)
Foreign Currency Translation		(5	)		-			(113	)		-
TOTAL COMPREHENSIVE INCOME (LOSS)		(138,064	)		(327,354	)		(1,121,335	)		(1,553,329	)

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

Table of Contents

HEALTH EDUCATION CORPORATION

d.b.a NUTRANOMICS, INC.

Consolidated Statements of Stockholders' Deficit

																Total
	Preferred Stock						Common Stock												Accumulated Other		Total
		Common Stock					Additional Paid			Accumulated			Accumulated Other			Stockholders'
	Shares			Amount			Shares			Amount			Additional Paid in Capital			Accumulated Deficit			Comprehensive Income		Stockholders' (Deficit)
		Shares			Amount		in Capital			Deficit			Comprehensive Income			(Deficit)
Balance, July 31, 2014								51,151,766		$	51,153		$	3,337,911		$	(4,757,633	)	$	-	$	(1,368,569	)
Balance, July 31, 2013			25,005,544		$	25,006	$	2,271,519		$	(2,585,391	)	$	-		$	(288,866	)
Common stock issued for cash								600,000			600			37,390			-					37,990
Common stock issued for merger			21,500,000			21,500		(20,100	)		-						1,400
Common stock issued for share based compensation								43,425,743			43,425			521,110			-					564,535
Common stock issued for cash			1,500,000			1,500		91,912			-						93,412
Additional paid in capital from related party debt settlement														3,989								3,989
Common stock issued for services			2,429,555			2,430		805,422			-						807,852
Common stock issued for acquisition								3,172,554			3,173			38,070			-					41,243
Common stock issued for prepaid services			716,667			717		189,158			-						189,875
Common stock issued for related party AES Purchase								44,117,647			44,118			(40,415	)		-					3,703
Net loss for the year ended July 31, 2014			-			-		-			(2,172,242	)					(2,172,242	)
Common stock for conversion of convertible note principal								109,999,477			109,998			150,089			-					260,087
Balance, July 31, 2014			51,151,766		$	51,153	$	3,337,911		$	(4,757,633	)	$	-		$	(1,368,569	)
Net Derivative Liability Issuance and Settlement								-			-			218,813			-					218,813
Common stock issued for cash			600,000			600		37,390			-						37,990
Net loss for the period ended
Common stock issued for share based compensation			43,425,743			43,425		521,110			-						564,535
July 31, 2015								-			-			-			(1,217,479	)		-		(1,217,479	)
Additional paid in capital from related party debt settlement								3,989									3,989
Balance, Jul 31, 2015			-		$	-		252,467,187		$	252,467		$	4,266,957		$	(5,975,112	)	$	-	$	(1,455,688	)
Common stock issued for acquisition			3,172,554			3,173		38,070			-						41,243
Series A Preferred Stock issued			1,000,000			1,000								-			-					1,000
Common stock issued for related party AES Purchase			44,117,647			44,118		(40,415	)		-						3,703
Commmon stock converted into preferred stock								(1,000,000	)		(1,000	)		-			-					(1,000	)
Common stock for conversion of convertible note principal			~~19,014,177~~			~~19,013~~		~~117~~280,~~744~~698,325			-280,697			(247,483	)		~~136,757~~-					33,214
Gain or (Loss) on Derivative Liability			-			-		143,338			-						143,338
Net Derivative Liability Issuance and Settlement			-			-		-			-			70,817			-					70,817
Other Comprehensive Income: Foreign Currency Items			-			-		-			-			(113	)		(113	)
Net loss for the period ended
Net loss for the period ended April 30, 2015			-			-		-			(1,121,222	)		-			(1,121,222	)
October 31, 2015			-			-		-			-			-			(873,802	)		-		(873,802	)
Balance, April 30, 2015			161,481,887		$	161,482	$	4,159,137		$	(5,878,855	)	$	(113	)	$	(1,558,349	)
Balance, October 31, 2015			1,000,000		$	1,000		532,165,512		$	532,164		$	4,090,291		$	(6,848,914	)	$	-	$	(2,225,459	)

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

~~HEALTH~~Table ~~EDUCATION CORPORATION d.b.a NUTRANOMICS, INC. Condensed Consolidated Statements~~ of ~~Cash Flows (Unaudited)~~Contents

	For the Nine Months Ended
	April 30,
	2015			2014
OPERATING ACTIVITIES
Net (Loss)	$	(1,121,222	)	$	(1,553,329	)
Adjustments to reconcile net (loss) to net cash from operating activities:
Allowance for bad debt		(4,000	)		(5,772	)
Gain (loss) on derivative		(49,878	)		6,598
Amortization of debt discount		156,939			13,643
Short-term loan issued for professional fees		-			50,000
Depreciation expense		5,772			5,585
Share based compensation-common stock		564,535			807,852
Changes in operating assets and liabilities:
Accounts receivable		5,069			(15,727	)
Other assets		(20,709	)		56,796
Advances on Royalties		-			(140,000	)
Inventory		135,399			32,729
Deferred revenue		(22,936	)		160,849
Accounts payable and accrued expenses		(25,470	)		(19,539	)
Net Cash (Used) From Operating Activities		(376,501	)		(600,315	)
INVESTING ACTIVITIES
		-			(1,670	)
Net Cash (Used) Investing Activities		-			(1,670	)
FINANCING ACTIVITIES
Repayments of related party payable		145			(3,356	)
Proceeds from convertible debt		363,048			656,500
Repayment of loan payable		(31,285	)		(29,726	)
Proceeds from line of credit		-			26,000
Repayment of line of credit		3,136			(3,951	)
Repayments of notes payable- related party		(36,608	)		(7,070	)
Affects of Exchange Rate from Cash		113			-
Sale of common stock		37,990			-
Net Cash provided by Financing Activities		336,539			638,397
Net Increase (Decrease) in Cash and Cash Equivalents		(39,962	)		36,412
Cash and Cash Equivalents, Beginning of Period		79,235			11,129
Cash and Cash Equivalents, End of Period	$	39,273		$	47,541
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	4,448		$	1,811
Non-cash Investing and Financing activities:
Common stock for conversion of convertible note principal	$	136,757		$	-
Debt Discount	$	169,514		$	78,500
Gain or (Loss) on Derivative Feature	$	143,338		$	-
Stock issued for Acquisition of Nutribrand	$	41,243		$	-
Stock Issued for the Acquisition of AES	$	3,703		$	-
Stock Issued for Services	$	-		$	155,375
Stock Issued for Intangible asset	$	-		$	60,900

HEALTH EDUCATION CORPORATION

d.b.a NUTRANOMICS, INC.

Condensed Consolidated Statements of Cash Flows

	For the Three Months Ended
	Oct 31,
	2015			2014
OPERATING ACTIVITIES
Net (Loss)	$	(873,802	)	$	(39,156	)
Adjustments to reconcile net (loss) to net cash used from operating activities:
Allowance for bad debt		(96,769	)		-
Gain (loss) on derivative		419,666			-
Amortization of debt discount		82,881			75,138
Short-term loan issued for professional fees		-			-
Depreciation, ammortization, and impairment expense		1,558			2,523
Note Payable for Compensation		299,382			-
Changes in operating assets and liabilities:
Accounts receivable		84,181			(78,192	)
Other assets		(11,627	)		26,410
Inventory		29,510			120,878
Deferred revenue		(125,524	)		(76,179	)
Accounts payable and accrued expenses		157,718			(52,136	)
Net Cash (Used) From Operating Activities		(32,827	)		(20,714	)

INVESTING ACTIVITIES
		-			-
Net Cash (Used) Investing Activities		-			-

FINANCING ACTIVITIES
Repayments of related party payable		2,612			(974	)
Proceeds from convertible debt		236			-
Repayment of loan payable		(1,669	)		(7,670	)
Proceeds from line of credit		(1,840	)		(3,211	)
Repayments of notes payable- related party		-			(1,572	)
Sale of common stock		-			37,990
Net Cash provided by Financing Activities		(661	)		24,563

Net Increase (Decrease) in Cash and Cash Equivalents		(33,488	)		3,849

Cash and Cash Equivalents, Beginning of Period		90,386			79,235

Cash and Cash Equivalents, End of Period	$	56,898		$	83,084

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	6,288		$	3,208

Non-cash Investing and Financing activities:
Common stock for conversion of convertible note principal	$	33,214		$	42,000
Debt Discount	$	59,196		$	60,361
Net Derivative Liability Issuance and Settlement	$	70,817		$	34,480

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

Table of Contents

HEALTH EDUCATION CORPORATION

d./b./a NUTRANOMICS, INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

~~April~~October 3031, 2015

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

The condensed consolidated unaudited interim financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("“SEC"”). The condensed consolidated financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company'’s annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the July 31, ~~2014~~2015 audited consolidated financial statements and the accompanying notes thereto. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the Company'’s consolidated condensed financial statements and accompanying notes. Actual results could differ materially from those estimates.

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

Health Education Corporation d./b./a. NutraNomics, ~~Inc.,~~ (the "Company") was incorporated under the laws of the State of Delaware on February 14, 1996, and later reincorporated under the laws of the State of Utah on January 5, 1998. The Company was originally organized to provide education services, books, cassette tapes and public presentations. The Company utilized several revenue generating tools in order to accomplish this goal including Live Blood Analysis, iridology, bone density screening and other self-help methods. In 1998, the Company changed its incorporation to the State of Utah, the primary place of business. In 2001, the Company created its own line of nutritional products that quickly became its leading revenue source. The Company filed for the d./b./a. of “NutraNomics,” ~~Inc.,~~ in order to fully prepare and utilize the brand name for expansion. In retail outlets and to its clientele, the Company is known as “NutraNomics~~, Inc~~.” The Company sells its own brand of supplements in 1619 countries direct to the public. Beyond its sales in both the United States and Canada, the Company maintains sales representatives in ~~Taiwan,~~the ~~Japan, Singapore,~~ Philippines~~, Malaysia and South Korea~~. The Company maintains multiple ~~different~~ trademarks, trade names and patents.

Merger

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

On January 26, 2015, Nutranomics, Inc. (the "Company") entered into a Share Exchange Agreement with Nutriband Ltd., an Irish private limited company ("Nutriband"), and its shareholders to acquire 100% of Nutriband in exchange for (1) the issuance of 3,172,554 shares of the Company's common stock to Nutriband's shareholder, Gareth Sheridan, and (2) the payment of a perpetual 10% royalty on gross global sales of all Nutriband products to the Nutriband shareholders.

~~The~~Table ~~following table summarizes the consideration given for Nutriband and the fair values~~ of the assets acquired and liabilities assumed recognized at the acquisition date. The entire amount of the excess of the estimated consideration given over the working capital acquired, has been provisionally allocated to goodwill.Contents

Consideration Given:
Common Stock	$	41,243
Total consideration	$	41,243
Fair value of identifiable assets acquired and liabilities assumed:
Cash	$	271
Identified intangible assets	$	223
Total identifiable net assets	$	494
Goodwill and unidentified intangible assets	$	40,749

On January 26, 2015, the Company (Nutranomics, Inc.) entered into a Share Exchange Agreement with Nutriband Ltd., an Irish private limited company ("Nutriband"), and its shareholders to acquire 100% of Nutriband in exchange for (1) the issuance of 3,172,554 shares of the Company's common stock to Nutriband's shareholder, Gareth Sheridan, and (2) the payment of a perpetual 10% royalty on gross global sales of all Nutriband products to the Nutriband shareholders. On July 31, 2015, the full value of the goodwill associated with the Nutriband purchase was deemed to be an idea only with no inherent value and was written off as an impairment loss. On or about November 17, 2015, Nutranomics Inc. and Nutriband agreed to rescind the share exchange agreement, and the Company simultaneously canceled Mr. Sheridan’s employment agreement with the Company.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Loss per Share

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

As the Company has incurred losses for the ~~nine~~three months ended ~~April~~October 3031, 2015 and 2014, the potentially dilutive shares are anti-dilutive and are thus not added into the loss per share calculations. As of ~~April~~October 3031, 2015, there were ~~249~~952,~~636~~322,~~981~~949 anti-dilutive shares related to convertible notes based on their terms and conditions with none related to warrants.

Going Concern

The Company'’s financial statements are prepared using generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has generally had net losses after consideration of income taxes. Further, the Company has negative working capital and insufficient cash flows from operation as of ~~April~~October 3031, 2015, and does not have the requisite liquidity to pay its current obligations. These factors, among others, raise substantial doubt about its ability to continue as a going concern. Management will seek to increase revenues and reduce costs, while raising capital through the sale of its stock. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Use of Estimates

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

Derivative Liabilities

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

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

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

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

Revenue Recognition

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

The Company'’s revenue recognition policy is in accordance with the requirements of Staff Accounting Bulletin ("“SAB"”) No. 104, Revenue Recognition ("“SAB 104"”), and other applicable revenue recognition guidance under US GAAP. Sales revenue is recognized for our retail and wholesale customers when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, and (iv) collectability is reasonably assured — generally when products are shipped to the customer and services are rendered, except in situations in which title passes upon receipt of the products by the customer. In this case, revenues are recognized upon notification that customer receipt has occurred. The Company accrues an estimated amount for sales returns and allowances related to defective or returned products at the time of sale based on its ability to estimate sales returns and allowances using historical information. For the ~~nine~~three months ended ~~April~~October 3031, 2015 and 2014, the Company calculated the amount to be less than 13% of sales so no allowance was accrued in either year. Shipping and handling fees and related freight costs and supplies associated with shipping products to customers are included as a component of cost of sales. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

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

Unearned Revenues consist of cash received in advance for products to be delivered at a future date. The Company records the payments received as a liability until the products are delivered. The Company recorded unearned revenue of $~~315~~102,~~327~~395 and $~~338~~227,~~263~~919 as of ~~April~~October 3031, 2015 and July 31, ~~2014~~2015, respectively.

Cost of Sales

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

NOTE 3 – COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS

OnFrom ~~March~~time ~~20,~~to ~~2014~~time, ~~the~~we ~~Company's~~may ~~subsidiary,~~become ~~Health~~involved ~~Education~~in ~~Corporation~~various ~~("Health~~lawsuits ~~Education"),~~and ~~was~~legal ~~served~~proceedings awhich ~~copy~~arise ~~of a complaint filed by EpicEra Incorporated ("Epic")~~ in the ~~Utah~~ordinary ~~Third~~course ~~Judicial District Court for the return~~ of ~~a $100,000 deposit paid by Epic to Health Education for the supply of nutritional products~~business. On ~~April 16~~However, ~~2014,~~litigation ~~Health Education answered the Complaint and filed a counterclaim against Epic and third-party claims against eCosway USA, Inc. ("eCosway," which~~ is ~~Epic's~~subject ~~owner),~~to ~~and~~inherent ~~its~~uncertainties ~~principals, for breach of a non-disclosure~~ and ~~non-circumvention~~an ~~agreement,~~adverse ~~unjust~~result ~~enrichment, fraud, and fraudulent nondisclosure. Health Education's claims alleged that (1) eCosway and its principals have defrauded Health Education and engaged~~ in athese ~~scheme~~or ofother ~~corporate~~matters ~~espionage~~may toarise ~~misappropriate~~from ~~Health~~time ~~Education's proprietary information and trade secrets~~ to ~~launch~~time ~~their~~that ~~new~~may ~~multilevel~~harm ~~marketing~~our ~~company,~~business. ~~Epic;~~Except ~~(2)~~as ~~under~~set ~~the~~forth ~~fraudulent guise of partnering with Health Education to have Health Education formulate and produce the health products to be sold by Epic's distributors~~below, ~~eCosway~~we ~~and~~are ~~its~~currently ~~principals~~not ~~signed~~aware ~~a non-disclosure and non-circumvention agreement that they had no intention~~ of ~~honoring~~any insuch ~~order~~pending toor ~~gain~~threatened ~~access~~legal toproceedings ~~Health~~or ~~Education's~~claims ~~proprietary information so~~ that ~~they~~we ~~could~~believe ~~steal~~will ~~that~~have information and use it for their own benefit; (3) Health Education relied upon the non-disclosure and non-circumvention agreement and misrepresentations of Epic, eCosway, and its principals, and disclosed the proprietary information and formulations, which Epic then appropriated as its own. Health Education's claims request general damages as well as punitive damages. On May 6, 2015, fact discovery concluded, and expert discovery has also concluded. Epic filed a ~~motion~~material ~~for~~adverse ~~summary~~effect ~~judgment~~ on orour ~~about June 2~~business, ~~2015,~~financial ~~Health~~condition ~~Education opposed the motion on~~ or ~~about~~operating ~~June 19, 2015, and a hearing has been scheduled for September 9, 2015~~results.

On ~~January~~June 1617, ~~2015~~2013, the Company’s ~~was~~subsidiary, ~~served~~Health aEducation ~~copy~~Corporation of(“Health Education”), served a complaint ~~filed~~on byIgnite ~~NHK Laboratories~~Naturals, Inc., ina ~~the~~customer ~~Superior Court of California~~(“Ignite”), ~~County~~for ~~of Los Angeles, arising out of an alleged~~ breach of contract ~~by the Company~~ and ~~seeking~~failure ~~$79,769.92~~to inpay ~~principal,~~amounts ~~plus~~owed ~~interest~~by ~~and~~Ignite ~~attorney~~for ~~fees.~~its ~~The~~purchase ~~Company~~orders ~~retained~~with ~~local~~Health ~~counsel who answered the complaint~~Education, and ~~the~~seeking ~~case~~general isdamages ~~currently~~of ~~in the discovery phase~~$146,353.

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Ignite subsequently removed the case from Utah state court to federal district court, and filed an Answer and Counterclaim, which the Company answered on September 9, 2013. Ignite’s counsel subsequently withdrew from the case, the court ordered Defendant to have new counsel appear within 21 days, and on November 18, 2013, the court entered an order ordering Defendant to, within 14 days of the order, show cause why sanctions against Defendant should not be imposed for failure to appoint counsel. On December 10, 2013, for Defendant’s failure to appear at the initial pretrial conference or show cause why sanctions against Defendant were not appropriate, the court entered an order imposing terminating sanctions on Defendant and directing the court clerk to enter judgment in favor of Health Education for $146,353. On December 12, 2013, the court entered judgment in favor of Health Education against Ignite for $146,353.

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

On March 20, 2014, the Company’s subsidiary, Health Education Corporation (“Health Education”), was served a copy of a complaint filed by EpicEra Incorporated (“Epic”) in the Utah Third Judicial District Court for the return of a $100,000 deposit paid by Epic to Health Education for the supply of nutritional products. On April 16, 2014, Health Education answered the Complaint and filed a counterclaim against Epic and third-party claims against eCosway USA, Inc. (“eCosway,” which is Epic’s owner), and its principals, for breach of a non-disclosure and non-circumvention agreement, unjust enrichment, fraud, and fraudulent nondisclosure. Health Education’s claims alleged that (1) eCosway and its principals have defrauded Health Education and engaged in a scheme of corporate espionage to misappropriate Health Education’s proprietary information and trade secrets to launch their new multilevel marketing company, Epic; (2) under the fraudulent guise of partnering with Health Education to have Health Education formulate and produce the health products to be sold by Epic’s distributors, eCosway and its principals signed a non-disclosure and non-circumvention agreement that they had no intention of honoring in order to gain access to Health Education’s proprietary information so that they could steal that information and use it for their own benefit; (3) Health Education relied upon the non-disclosure and non-circumvention agreement and misrepresentations of Epic, eCosway, and its principals, and disclosed the proprietary information and formulations, which Epic then appropriated as its own. Health Education’s claims request general damages as well as punitive damages. On May 6, 2015, fact discovery concluded, and expert discovery has also concluded. Epic filed a motion for summary judgment on or about June 2, 2015, Health Education opposed the motion on or about June 19, 2015, and a hearing was scheduled for September 9, 2015. After receiving arguments, the court ruled that EpicEra’s motion for summary judgment was denied in part and granted in part, ordering that the case would be tried regarding whether Nutranomics was entitled to offset the Epic deposit by purchases it made and labor it used in performing on the purchase order with EpicEra, and as to the breach of contract claim filed by Nutranomics against EpicEra for not fulfilling the purchase order agreement, while Nutranomics’s claims against eCosway and Glenn Jensen for Breach of the Non-Disclosure and Non-Circumvention agreement were dismissed based on insufficient proof of damages. On September 30, 2015, Wrona, Gordon & DuBois withdrew as counsel for Nutranomics. On November 21, 2015, the Company obtained the counsel of TR Spencer and Associates, LLP, which represented the Company at a pretrial conference on November 25, 2015. The trial is scheduled for January 27, 2015.

On January 16, 2015, the Company was served a copy of a complaint filed by NHK Laboratories, Inc., in the Superior Court of California, County of Los Angeles, arising out of an alleged breach of contract by the Company and seeking $79,770 in principal, plus interest and attorney fees. The Company retained local counsel who answered the complaint. On October 21, 2015, the court ordered Nutranomics to provide additional documentation to the plaintiff, and Nutranomics has provided the requested documentation. The parties are currently discussing potential settlement terms.

On June 24, 2015, KBM Worldwide, Inc. and Vis Vires Group, Inc., two of the Company's creditors, sent the Company notices of default for the Company's failure to comply with the reporting requirements of the Exchange Act.

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On or about October 16, 2015, the Company’s subsidiary, Health Education Corporation (“Health Education”), and our founder and director, Tracy Gibbs (“Gibbs”), were served a copy of a complaint filed by KeyBank in the Utah Third Judicial District Court for breach of contract of a loan made by KeyBank to Health Education and guaranteed by Gibbs (the “Loan”). The Loan was entered into on or August 28, 2012, and KeyBank alleged that it was owed outstanding principal of approximately $173,371, with additional amounts due for accrued interest, late fees, and attorney fees. Health Education negotiated a repayment plan with KeyBank, entering into a forbearance agreement on or about November 9, 2015, with an effective date of November 5, 2015, pursuant to which Health Education would immediately pay KeyBank $25,578, interest only of approximately $914 on December 1, 2015, and the full amount due under the loan documents, or approximately $156,507 on or before December 31, 2015, with both Health Education and Gibbs signing confessions of judgment to be filed by KeyBank if the agreed amounts were not paid. On November 10, 2015, Health Education paid KeyBank $25,578 as agreed. See Note 8.

On December 22, 2015, the Company received a cease and desist letter from Gennesar Nutraceuticals, LLC for breach of the amended license agreement entered into on August 24, 2015, wherein the Company had an exclusive license to produce and sell the Gennesar product, “Gen Epic.” Gennesar alleges among other things that the Company without consent altered the formulation and packaging of “Gen Epic.” The Company is consulting with litigation counsel regarding an appropriate response.

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

NOTE 4 – LEASES

The Company leases a 3,000 square foot office in the Draper, Utah that serves as its principal executive offices was renewed on December 15, 2014 for 2 years. Pursuant to the lease, the rent for the ~~nine~~three months ended ~~April~~October 3031, 2015 and 2014, totaled $3712,~~475~~150 and $3512,~~910~~920, respectively.

The Company has the ability to sublease three rooms totaling 1,500 square feet of their Draper office space on a month to month basis. The company subleased only one room during 2014 and terminated that sublease prior to 2015. Pursuant to the sublease agreements, the monthly rent received for the ~~nine~~three months ended ~~April~~October 3031, 2015 and 2014 totaled $0 and $10,~~850,~~ respectively.

The Company leased certain machinery and equipment in 2013 and 2012 under an agreement that is classified as an operating lease. The lease expired on July 15, 2013, and is now leased on a month-to-month basis. Rent expense under the operating lease totaled $21,~~648~~037 and $31,~~277~~036 at for the nine months ended ~~April~~October 3031, 2015 and 2014, respectively.

The future minimum lease payments required under the operating leases as of ~~July~~October 31, ~~2014~~2015, are as follows:

Year Ended July 31,	Amount
2015	$	39,000
2016		40,500
2017		-
2018		-
Thereafter		-
Total lease obligations	$	79,500

NOTE 5 – RELATED PARTY NOTES PAYABLE

In January 2012, the Company entered into a two year, zero percent note with an 8% imputed interest rate with a director in the amount of $150,000. The note was due on December 31, 2014. The Company agreed to pay royalty payments in connection with sales of a certain product line.

As of July 31, 2014 the balance on the related part note was $36,608. On December 12, 2014, the Company settled its related party note payable in the amount of $35,036 with a Company director in exchange for $30,000 cash, additional paid in capital of $3,989, and offsets of $1,138 in related party liabilities.

NOTE 6 – RELATED PARTY PAYABLE

Related party payables consist of payments made by a director through credit cards and use of a line of credit used to pay expenses on behalf of the Company. During the ~~nine~~three months ended ~~April~~October 3031, 2015 and 2014, the officer lent $03,924 and $0 and the Company made payments of $31,~~844~~312 and $9974,~~019,~~ respectively. As of ~~April~~October 3031, 2015 and July 31, ~~2014~~2015, the Company owed a total of $1718,~~239~~609 and $2115,~~083~~997 in related party payables.

NOTE 7 – LINES OF CREDIT AND LOAN PAYABLE

The Company maintains a Line of Credit with Key Bank (the "Lender"). The Line of Credit was opened on August 28, 2012, with an available $250,000 to be drawn on for one year, not to exceed the principal amount ("draw period"). Once the draw period is completed, advances will no longer be permitted and the Company shall repay the principal and interest outstanding, over 5 years ("repayment period"). The repayment period begins August 28, 2013, after which a minimum monthly payment amount will be determined. The initial interest rate is 5.210%, and is variable. The variable interest rate is based on an independent index which is the "prime rate" as published each business day in the "Money Rates" column of the Wall Street Journal. Interest on the note is computed on a 365/365 simple interest basis, using 1.960% points over the index. The Lender executed a commercial security agreement. With this agreement, the Lender is entitled to a security interest in the Company's inventory, chattel paper, accounts receivable and general intangibles. In August 2013, the line of credit was converted into a note, and the Company is no longer able to borrow any additional funds. Under the new terms of the note, the note has a face value of $250,000 that matures on September 1, 2018, with an interest rate of prime plus 1.960%, and as of the date of the note, the interest rate was 5.21%. The note has minimum monthly payments of $4,745 which started on October 1, 2013. The balance outstanding on this note and line of credit as of April 30, 2015 and July 31, 2014, was $177,615 and $208,901, respectively. As of April 30, 2015, the Company has paid $72,385 in principal payments. The Lender allowed the Company to absorb a prior $50,000 note into the note, not affecting the repayment date. The Company did incur issuance costs of $4,037, which were expensed upon occurrence.

Loans payable consisted of the following as of April 30, 2015 and July 31, 2014:

Loan Payable
	April 30,			July 31,
	2015			2014
$250,000 face value, converted from a LOC on August 28, 2013, interest rate of 5.21%, matures on September 1, 2018.		$	177,615		$	208,901
Total Loan payable			177,616			208,901
Less current portion			35,426			51,071
Loan payable, long-term		$	142,190		$	157,830

In 1998, the Company entered into a line of credit with Zions Bank ("Lender") with a credit limit of $40,000. The line bears a compounding per annum fixed interest rate of 5.25%. As of April 30, 2015 and July 31, 2014, the Company owed $36,234 and $33,098 in principal, respectively. The Lender executed a commercial security agreement. With this agreement, the Lender is entitled to a security interest in the Company's inventory, chattel paper, accounts receivable and general intangibles. The Company did incur a setup fee, which has been fully amortized. There is no term limit on the line and the Company is allowed to draw up to its dollar limit. The loan payable was defaulted on April 28, 2015 and corrected on June 10, 2015 with an extention fee of $1,590 and legal fees of $1,429.

~~NOTE 8~~Table –of ~~CONVERTIBLE NOTES PAYABLE AND LOAN PAYABLE~~Contents

~~Convertible~~NOTE ~~notes~~8 ~~payable~~– ~~consisted~~LINES ofOF ~~the~~CREDIT ~~following~~AND asLOAN ~~of April 30, 2015 and July 31, 2014, respectively:~~PAYABLE

Convertible Notes Payable
	April 30,		July 31,
	2015		2014
$250,000 face value, issued on September 27, 2013, interest rate of 10%, matures on September 27, 2015.	$	250,000	$	250,000
$125,000 face value, issued on October 18, 2013, interest rate of 10%, matures on October 18, 2015.		125,000		125,000
$150,000 face value, issued on November 22, 2013, interest rate of 10%, matures on November 22, 2015.		150,000		150,000
$78,500 face value, of which, $78,500 was converted, issued on January 14, 2014, interest rate of 8% and a default rate of 22%, matured on October 14, 2014, net of unamortized discount of $29,759 and $78,500 as of April 30, 2015 and July 31, 2014.		-		29,759
$53,000 face value, of which, $53,000 was converted, issued on March 19, 2014, interest rate of 8% and a default rate of 22%, matured on December 26, 2014, net of unamortized discount of $13,913 and $33,000 as of April 30, 2015 and July 31, 2014.		-		13,913
$63,000 face value, issued on May 15, 2014, interest rate of 8%, and a default rate of 22%, matured on February 2, 2015, net of unamortized discount of $0 and $47,673 as of April 30, 2015 and July 31, 2014.		63,000		15,327
$73,500 face value, issued on December 2, 2014, interest rate of 8%, matures on December 2, 2015, net of unamortized discount of $43,496 and $0 as of April 30, 2015 and July 31, 2014.		30,004		-
$59,000 face value, issued on December 2, 2014, interest rate of 8%, matures on September 2, 2016, net of unamortized discount of $45,264 and $0 as of April 30, 2015 and July 31, 2014.		13,736		-
$65,000 face value, issued on December 16, 2014, interest rate of 0%, matures on December 16, 2016, net of unamortized discount of $52,996 and $0 as of April 30, 2015 and July 31, 2014.		12,004		-
$33,000 face value, issued on March 17, 2015, interest rate of 8% maturing on December 19, 2015, net of unamortized discount of $27,758 and $0 as of April 30, 2015 and July 31, 2014.		5,242
Total convertible notes payable – non-related parties		648,986		583,999
Current Portion of Notes		637,074		174,500
Discount on Notes		169,514		115,501
Convertible notes payable-current portion net of discount		467,560		58,999
Convertible notes payable, long-term	$	181,426	$	525,000

In August 2013, the line of credit was converted into a note, and the Company was no longer able to borrow any additional funds. Under the new terms of the note, the note had a face value of $250,000 that matured on September 1, 2018, with an interest rate of prime plus 1.960%, and as of the date of the note, the interest rate was 5.21%. The note had minimum monthly payments of $4,745 which started on October 1, 2013. The Lender allowed the Company to absorb a prior $50,000 note into the note, not affecting the repayment date. The Company did incur issuance costs of $4,037, which were expensed upon occurrence. The balance outstanding on this note and line of credit as of October 31, 2015 and July 31, 2015, was $180,052 and $181,721, respectively. As of October 31, 2015, the Company has paid $17,794 in principal payments.The loan payable was defaulted on April 28, 2015, and corrected on June 10, 2015, with an extension fee of $1,590 and legal fees of $1,429. The loan defaulted again on October 6, 2015, and on or about November 10, 2015, the Company signed a new loan forbearance agreement, requiring the immediate payment of $25,578, including interest of $940 and $2,000 in legal fees, in which, KeyBank agreed to allow Nutranomics to pay interest only on the loan in December and with a balloon payment of all principal and interest due in January 2016.

Loans payable consisted of the following as of October 31, 2015 and July 31, 2015:

Loan Payable
	October 31,			July 31,
	2015			2015

$250,000 face value, converted from a LOC on August 28, 2013, interest rate of 5.21%, matures on September 1, 2018.		$	180,052		$	181,721
Total Loan payable			180,052			181,721
Less current portion			180,052			181,721
Loan payable, long-term		$	0		$	0

In 1998, the Company entered into a line of credit with Zions Bank ("Lender") with a credit limit of $40,000. The line bears a compounding per annum fixed interest rate of 5.25%. As of October 31, 2015 and July 31, 2015, the Company owed $33,497 and $35,337 in principal, respectively. The Lender executed a commercial security agreement. With this agreement, the Lender is entitled to a security interest in the Company's inventory, chattel paper, accounts receivable and general intangibles. The Company did incur a setup fee, which has been fully amortized. There is no term limit on the line and the Company is allowed to draw up to its dollar limit.

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NOTE 9 – CONVERTIBLE NOTES PAYABLE AND LOAN PAYABLE

Convertible notes payable consisted of the following as of October 31, 2015 and July 31, 2015, respectively:

Convertible Notes Payable
	October 31,		July 31,
	2015		2015

$250,000 face value, issued on September 27, 2013, interest rate of 10%, and a default rate of 10%, matures on September 27, 2015.	$	250,000	$	250,000
$125,000 face value, issued on October 18, 2013, interest rate of 10% and a default rate of 10%, matures on October 18, 2015.		121,600		125,000
$150,000 face value, issued on November 22, 2013, interest rate of 10%, matures on November 22, 2015.		150,000		150,000
$63,000 face value, loan default resulted in loan balance 150% balance increase of $25,055, of which, $49,010 was converted, issued on May 15, 2014, interest rate of 8%, and a default rate of 22%, matured on February 2, 2015, net of unamortized discount of $0 and $0 as of October 31, 2015 and July 31, 2015.		39,045		64,095
$73,500 face value, of which, $6,360 was converted, issued on December 2, 2014, interest rate of 8%, matures on December 2, 2015, net of unamortized discount of $2,392 and $0 as of October 31, 2015 and July 31, 2015.		64,748		42,544
$59,000 face value, of which, $23,583 was converted, issued on December 2, 2014, interest rate of 8%, matures on September 2, 2016, net of unamortized discount of $17,099 and $0 as of October 31, 2015 and July 31, 2015.		18,318		2,780
$65,000 face value, of which, $16,538 was converted, issued on December 16, 2014, interest rate of 0%, matures on December 16, 2016, net of unamortized discount of $24,312 and $0 as of October 31, 2015 and July 31, 2015.		24,150		7,786
$33,000 face value, issued on March 17, 2015, interest rate of 8% maturing on December 19, 2015, net of unamortized discount of $2,499 and $0 as of October 31, 2015 and July 31, 2015.		30,501		18,870
$27,500 face value, issued on June 2, 2015, interest rate of 12% maturing on March 2, 2016, net of unamortized discount of $9,687 and $0 as of October 31, 2015 and July 31, 2015.		17,813		5,922
$299,382 face value, issued on September 15, 2015, interest rate of 0% maturing on March 15, 2016, net of unamortized discount of $3,206 and $0 as of October 31, 2015 and July 31, 2015.		296,176		-


Total convertible notes payable – non-related parties		1,012,351		666,997
Current Portion of Notes		1,000,259		661,904
Discount on Notes		59,196		142,077
Convertible notes payable-current portion net of discount		941,063		519,827
Convertible notes payable, long-term	$	71,288		147,170

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

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

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

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

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

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

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

On March 19, 2014, the Company entered into a convertible promissory note with KBM Worldwide, Inc. ("KBM") a New York corporation for an 8% convertible promissory note with an aggregate principal amount of $53,000 which together with any unpaid accrued interest is due on December 26, 2014. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder's option 180 days from inception at a variable conversion price calculated as 58% of the Market Price, which means the average of the lowest three Trading Prices (defined as the closing bid prices) during the three trading day period ending on the last complete trading day prior to the conversion date with a floor of $.00005 as stated in the conversion feature. In March 2014, the Company received cash in the amount of $24,487, with the remaining $6,898 being used for legal and accounting fees. The Company analyzed the note on the issuance date on January 14, 2014. The Company determined that the variable conversion price and the floor exceeding the authorized number of shares results in the need for bifurcation into a separate derivative liability valued at fair market value. On March 19, 2014, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $47,806 and a discount on the note of $49,010.

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On May 15, 2014, the Company entered into a convertible promissory note with KBM Worldwide, Inc. ("KBM") a New York corporation for an 8% convertible promissory note with an aggregate principal amount of $63,000 which together with any unpaid accrued interest is due on February 2, 2015. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder's option 180 days from inception at a variable conversion price calculated as 58% of the Market Price, which means the average of the lowest three Trading Prices (defined as the closing bid prices) during the three trading day period ending on the last complete trading day prior to the conversion date with a floor of $.00005 as stated in the conversion feature. In May 2014, the Company received cash in the amount of $42,500, with the remaining $17,500 being used for legal fees. The Company analyzed the note on the issuance date on January 14, 2014. The Company determined that the variable conversion price and the floor exceeding the authorized number of shares results in the need for bifurcation into a separate derivative liability valued at fair market value. On May 15, 2014, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $56,591 and a discount on the note of $56,591.

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

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

On December 2, 2014, the Company entered into a collateralized secured convertible promissory note with LG Capital Funding, LLC ("LG"), a New York limited liability company, for an 8% convertible promissory note with an aggregate principal amount of $73,500, which together with any unpaid accrued interest is due on December 2, 2015. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder's option 180 days from inception at a variable conversion price calculated as 58% of the average of the lowest three closing bid prices during the ten trading day period ending on the conversion date. This note was funded on December 10, 2014, when the Company received cash in the amount of $70,000, with the remaining $3,500 being used for LG'’s legal and other origination expenses. On December 2, 2014, the Company also entered into a second $73,500 convertible promissory note with LG on the same terms as the first note and due on December 2, 2015, which has not yet been funded. This note is collateralized by a secured promissory note issued by LG to the Company for $73,500, due on August 2, 2015, and accruing interest at the rate of 8% per annum. This note was canceled along with the derivative liability on ~~June~~December 32, ~~2015~~2014 due to the fact that the Company had not maintained a stock price in excess of .002 at all times.

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

14In conjunction with the Company’s convertible note issued to Typenex and Typenex’s three promissory notes issued to the Company for the three additional tranches of funding to the Company, the Company issued four warrants for a total number of shares equal to $112,000 ($29,500 for the first warrant corresponding to funding on December 10, 2014, and $27,500 for the other three warrants corresponding to the future tranches of funding by Typenex to the Company) divided by the conversion market price in the Typenex convertible note. The warrants have an exercise price of $0.06, subject to adjustment, and expire on December 2, 2019. Each of the warrants are only exercisable after the corresponding tranche of funding by Typenex to the Company have been paid. Therefore, the first warrant is currently exercisable, but the other three warrants are not. On December 10, 2014, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $84,512 and a discount on the note of $59,000.

In conjunction with the Company's convertible note issued to Typenex and Typenex's three promissory notes issued to the Company for the three additional tranches of funding to the Company, the Company issued four warrants for a total number of shares equal to $112,000 ($29,500 for the first warrant corresponding to funding on December 10, 2014, and $27,500 for the other three warrants corresponding to the future tranches of funding by Typenex to the Company) divided by the conversion market price in the Typenex convertible note. The warrants have an exercise price of $0.06, subject to adjustment, and expire on December 2, 2019. Each of the warrants are only exerciseable after the corresponding tranche of funding by Typenex to the company has been paid. Therefore, the first warrant is currently exerciseable, but the other three warrants are not. On December 10, 2014, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $84,512 and a discount on the note of $59,000.15

OnTable ~~December 2, 2014, the Company entered into a convertible promissory note with JMJ Financial, a Nevada sole proprietorship ("JMJ"), with a face amount~~ of $350,000, of which the company is to assume $35,000 in original interest discount ("OID"), which together with any unpaid accrued interest is due on Dec 2, 2016. The note is to be funded by JMJ at its discretion, and the initial tranche was funded on December 16, 2014, when the Company received cash in the amount of $55,000. The note balance funded (plus a pro rata portion of the OID) together with any unpaid accrued interest is convertible into shares of common stock at a variable conversion price calculated as 65% of the average of the lowest trade price during a 25-day period ending on the last complete trading day prior to the conversion date. On December 16, 2014, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $71,321 and a discount on the note of $65,000.Contents

On December 2, 2014, the Company entered into a convertible promissory note with JMJ Financial, a Nevada sole proprietorship (“JMJ”), with a face amount of $350,000, of which the Company is to assume $35,000 in original interest discount (“OID”), which together with any unpaid accrued interest is due on Dec 2, 2016. The note is to be funded by JMJ at its discretion, and the initial tranche was funded on December 16, 2014, when the Company received cash in the amount of $55,000. The note balance funded (plus a pro rata portion of the OID) together with any unpaid accrued interest is convertible into shares of common stock at a variable conversion price calculated as 65% of the average of the lowest trade price during a 25-day period ending on the last complete trading day prior to the conversion date. On December 16, 2014, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $71,321 and a discount on the note of $65,000.

On December 23, 2014, Asher converted an additional $12,500 of principal related to the January 14, 2014, convertible note, into 1,686,111 shares of the Company's common stock at $0.0072 per share. The remaining principal balance due after the conversion was $0.

On January 20, 2015, KBM converted $5,000 of principal related to the March 19, 2014, convertible note, into 892,857 shares of the Company's common stock at $0.0056 per share. The remaining principal balance due after the conversion was $48,000.

On January 26, 2015, KBM converted $15,000 of principal related to the March 19, 2014, convertible note, into 2,586,207 shares of the Company's common stock at $0.0058 per share. The remaining principal balance due after the conversion was $33,000.

On February 9, 2015, KBM converted $11,455 of principal related to the March 19, 2014, convertible note, into 2,793,902 shares of the Company's common stock at $0.0041 per share. The remaining principal balance due after the conversion was $21,545.

On March 4, 2015, KBM converted $9,055 of principal related to the March 19, 2014, convertible note, into 2,382,895 shares of the Company's common stock at $0.0038 per share. The remaining principal balance due after the conversion was $12,490.

On March 23, 2015, KBM converted $12,490 of principal and $2,120 related to the March 19, 2014, convertible note, into 4,427,273 shares of the Company's common stock at $0.0056 per share. The remaining principal balance due after the conversion was $0.

On March 17, 2015, the Company entered into a convertible promissory note with Vis Vires Group, Inc., a New York Corporation, for an 8% convertible promissory note with an aggregate principal amount of $33,000 which together with any unpaid accrued interest is due on December 19, 2015. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder's option 180 days from inception at a variable conversion price calculated as 58% of the Market Price, which means the average of the lowest three Trading Prices (defined as the closing bid prices) during the three trading day period ending on the last complete trading day prior to the conversion date with a floor of $.00005 as stated in the conversion feature. On April 1, 2015 the Company received cash in the amount of $20,000, with the remaining $13,000 being used for legal fees. The Company analyzed the note on the issuance date on March 17, 2015. The Company determined that the variable conversion price and the floor exceeding the authorized number of shares results in the need for bifurcation into a separate derivative liability valued at fair market value. On ~~April~~October 3031, 2015, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $35,444 and a discount on the note of $33,000.

As of April 30, 2015 and July 31, 2014, the Company estimated the fair market value of the derivative liability to be $188,391 and $177,907, with a change in fair value of $49,878 respectively. For the nine months ended April 30, 2015 and 2014, the Company recorded $156,939 and $13,643 in amortization related to the discount on the note to interest expense and $9,602 and $0 in interest related to the nine conversions. See note 12.

NOTE 9 – INCOME TAXES

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

At April 30, 2015 and July 31, 2014, the Company has a full valuation allowance against its deferred tax assets as it believes it is more likely than not that these benefits will not be realized.

The Company files income tax returns in the U.S. federal tax jurisdiction and state of Utah tax jurisdiction. The tax year for 2014 remains open for federal and/or state tax jurisdictions.

NOTE 10 – STOCK TRANSACTIONS

As of April 30, 2015 and July 31, 2014, the Company has 750,000,000 shares of common stock authorized with a par value of $.001, and 161,481,887 and 51,151,766 shares of common stock issued and outstanding, respectively.

During the nine months ended April 30, 2015, the Company issued 600,000 shares of common stock as part of the Equity Purchase Agreement described below for cash for $37,990.

During the nine month period ended April 30, 2015, the Company issued 19,014,177 shares of common stock related to convertible notes.

The Asher convertible note issued January 14, 2014 for $78,500 in principal was fully converted into common stock. The first conversion, on September 24, 2014, converted $15,000 of principal into 583,658 shares of the Company's common stock at $0.0257 per share. The second conversion, on October 2, 2014, converted an additional $15,000 of principal into 810,811 shares of the Company's common stock at $0.0185 per share. The third conversion, on October 9, 2014, converted an additional $12,000 of principal into 869,565 shares of the Company's common stock at $0.0138 per share. The fourth conversion, on November 14, 2014, converted an additional $15,000 of principal into 931,677 shares of the Company's common stock at $0.0521 per share. The fifth conversion, on December 12, 2014, converted an additional $12,500 of principal into 1,041,667 shares of the Company's common stock at $0.012 per share. The sixth conversion, on December 23, 2014, converted an additional $9,000 of principal plus $3,140 in accrued interest into 1,686,111 shares of the Company's common stock at $0.0072 per share. The remaining principal balance due after the conversion was $0.

The KBM Worldwide note issued on March 19, 2014 for $53,000 in principal had two principal conversions for $20,000. The first conversion on January 20, 2015, converted $5,000 of principal into 892,857 shares of the Company's common stock at $$0.0056 per share. The second conversion on January 26, 2015, converted an additional $15,000 in principal into 2,586,207 shares of the Company's common stock at $$0.0058 per share. The third conversion on February 9, 2015 converted an additional $11,455 in principal into 2,793,902 shares of the Company's common stock at $0.0041 per share. The fourth conversion on March 4, 2015 converted an additional $9,055 in principal into 2,382,895 shares of the Company's common stock at $0.0038 per share. The fifth conversion on March 23, 2015 converted an additional $12,490 in principal and $2,120 interest into 4,427,273 shares of the Company's common stock at $0.0033 per share. The remaining principal balance due after the conversions was $0.

~~During~~Table ~~the nine month period ended April 30, 2015, the Company also issued 90,715,944 shares~~ of ~~Common Stock for share-based compensation, acquisitions, and consulting services.~~Contents

On ~~January~~May 2912, 2015, ~~the~~KBM ~~Company~~Worldwide ~~completed~~converted ~~the~~$12,890 ~~acquisitions~~ of ~~Nutriband~~principal ~~and~~related to the ~~AES™~~April ~~intellectual~~30, ~~property~~2014, byconvertible ~~issuing~~note, ~~(1)~~into 38,~~172~~056,~~554~~250 shares of the Company's common stock toat ~~Gareth~~$ ~~Sheridan~~0.0016 per share. The remaining principal balance due after the conversion was $50,110. ~~and~~On ~~(2)~~June 446,~~117~~ 2015,~~647~~ ~~shares~~KBM Worldwide issued a Notice of Default, which resulted in the ~~Company's~~principle ~~common~~due ~~stock~~being increased to ~~Dr.~~150% ~~Gibbs'~~of the principal balance due to the Company’s ~~family~~filing ~~partnership~~its quarterly SEC report after the filing deadline, and the ~~Zen~~loan ~~Family~~balance LPincreased by $25,055 to $75,165.

On ~~January~~June 292, 2015, the Company ~~issued~~entered 5into a convertible promissory note with Firehole River Capital,~~000~~ LLC for a 12% convertible promissory note with an aggregate principal amount of $27,~~000~~500 which together with any unpaid accrued interest is due on March 2, 2015. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the ~~Company~~holder's ~~common~~option ~~stock~~180 days from inception at a variable conversion price calculated as 58% of the Market Price, which means the lowest Trading Price (defined as the closing bid prices) during the 10 trading day period ending on the last complete trading day prior to ~~Alta~~the ~~Nordic~~conversion ~~LLC~~date. On July 8, an2015 ~~entity~~the ~~controlled~~Company byreceived ~~Michael~~cash ~~Doron~~in the amount of $17,400, ~~our~~with ~~CEO~~the ~~and~~remaining ~~director~~$10,100 being used for legal fees. The Company analyzed the note on the issuance date on June 2, 2015. The Company determined that the variable conversion price exceeded the authorized number of shares results in ~~consideration~~the need for Mrbifurcation into a separate derivative liability valued at fair market value. ~~Doron's~~On ~~previous~~July ~~appointment~~31, to2015 the Company's ~~Board~~estimated the fair market value of ~~Directors~~the derivative liability associated with the bifurcated conversion feature to be $31,695 and a discount on the note of $27,500.

On ~~January~~June 2917, 2015, JMJ Financial converted $6,435 of principal related to the ~~Company~~December ~~issued~~10, 22014, convertible note, into 4,500,000 shares of the Company's common stock toat ~~Alta~~$ ~~Nordic~~0.001430 ~~LLC~~per ~~in consideration for Mr~~share. ~~Doron's~~The ~~negotiation~~remaining ~~and~~principal ~~closing~~balance ofdue after the ~~Nutriband~~conversion ~~acquisition~~was $58,565.

On ~~January~~June 2919, 2015, ~~the~~Typenex ~~Company~~Co-Investment, ~~issued~~LLC 30converted $17,~~157,463~~059 ~~shares~~ of ~~the~~principal ~~Company's~~related ~~common~~to ~~stock~~the toDecember ~~Alta~~2, ~~Nordic~~2014, ~~LLC~~convertible innote, ~~satisfaction~~into 11,921,055 shares of the Company's ~~obligations~~common tostock Mrat $ 0.001431 ~~Doron~~per ~~under~~share. ~~the~~The ~~Company's~~remaining ~~employment~~principal ~~contract~~balance ~~with~~due ~~Mr.~~after ~~Doron~~the conversion was $41,941.

On ~~January~~July 2915, 2015, KBM Worldwide converted $8,200 of principal related to the ~~Company~~April ~~issued~~30, 52014,~~768~~ convertible note,~~280~~ into 8,453,608 shares of the Company's common stock toat ~~Chienn~~$ ~~Consulting~~0.000970 ~~Company~~per ~~for~~share. ~~general~~The ~~business~~remaining ~~and~~principal ~~marketing~~balance ~~consulting~~due ~~services~~after ~~rendered~~the ~~during~~conversion ~~the~~was ~~quarter~~$66,965.

On July 17, 2015, JMJ Financial converted $5,862 of principal related to the December 10, 2014, convertible note, into 9,690,000 shares of the Company's common stock at $ 0.000605 per share. The remaining principal balance due after the conversion was $52,703.

On July 20, 2015, LG Capital Funding, LLC converted $3,667 of principal related to the December 2, 2014, convertible note, into 3,793,686 shares of the Company's common stock at $ 0.000967 per share. The remaining principal balance due after the conversion was $70,000.

On July 27, 2015, KBM Worldwide converted $1,605 of principal related to the April 30, 2014, convertible note, into 8,447,368 shares of the Company's common stock at $ 0.000190 per share. The remaining principal balance due after the conversion was $65,360.

On July 28, 2015, JMJ Financial converted $1,780 of principal related to the December 10, 2014, convertible note, into 10,790,000 shares of the Company's common stock at $ 0.000165 per share. The remaining principal balance due after the conversion was $50,922.

On July 29, 2015, Typenex Co-Investment, LLC converted $3,515 of principal related to the December 2, 2014, convertible note, into 16,900,000 shares of the Company's common stock at $ 0.000208 per share. The remaining principal balance due after the conversion was $38,426.

On July 30, 2015, KBM Worldwide converted $1,265 of principal related to the April 30, 2014, convertible note, into 8,433,333 shares of the Company's common stock at $ 0.000150 per share. The remaining principal balance due after the conversion was $64,095.

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On August 6, 2015, KBM Worldwide converted $840 of principal related to the April 30, 2014, convertible note, into 8,400,000 shares of the Company's common stock at $ 0.000100 per share. The remaining principal balance due after the conversion was $63,255.

On August 6, 2015, JMJ Financial converted $693 of principal related to the December 10, 2014, convertible note, into 12,595,000 shares of the Company's common stock at $ 0.000055 per share. The remaining principal balance due after the conversion was $50,229.

On August 12, 2015, KBM Worldwide converted $815 of principal related to the April 30, 2014, convertible note, into 13,583,333 shares of the Company's common stock at $ 0.000060 per share. The remaining principal balance due after the conversion was $62,440.

On August 18, 2015, Typenex Co-Investment, LLC converted $1,310 of principal related to the December 2, 2014, convertible note, into 27,300,000 shares of the Company's common stock at $ 0.000048 per share. The remaining principal balance due after the conversion was $37,115.

On August 21, 2015, JMJ Financial converted $862 of principal related to the December 10, 2014, convertible note, into 15,680,000 shares of the Company's common stock at $ 0.000055 per share. The remaining principal balance due after the conversion was $49,367.

On August 27, 2015, JMJ Financial converted $905 of principal related to the December 10, 2014, convertible note, into 16,460,000 shares of the Company's common stock at $ 0.000055 per share. The remaining principal balance due after the conversion was $48,462.

On August 27, 2015, Evolution Capital Partners, LLC converted $3,400 of principal related to the August 18, 2013, convertible note, into 8,500,000 shares of the Company's common stock at $ 0.000400 per share. The remaining principal balance due after the conversion was $121,600.

On September 8, 2015, Typenex Co-Investment, LLC converted $1,699 of principal related to the December 2, 2014, convertible note, into 35,400,000 shares of the Company's common stock at $ 0.000048 per share. The remaining principal balance due after the conversion was $35,416.

On September 29, 2015, at the time of Mr. Doron’s resignation, Mr. Doron received a convertible note from the Company in the aggregate principal amount of $299,382 in satisfaction of his accrued salary and stock payables. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder's option at 100% of the closing bid price of such common stock on the trading day immediately preceding the conversion. The Company determined that the variable conversion price exceeded the authorized number of shares results in the need for bifurcation into a separate derivative liability valued at fair market value. On October 31, 2015, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $4,291 and a discount on the note of $4,291.

On October 5, 2015, KBM Worldwide converted $1,630 of principal related to the April 30, 2014, convertible note, into 13,583,333 shares of the Company's common stock at $ 0.000120 per share. The remaining principal balance due after the conversion was $60,810.

On October 6, 2015, KBM Worldwide converted $700 of principal related to the April 30, 2014, convertible note, into 5,833,333 shares of the Company's common stock at $ 0.000120 per share. The remaining principal balance due after the conversion was $60,110.

On October 6, 2015, KBM Worldwide converted $1,630 of principal related to the April 30, 2014, convertible note, into 13,583,333 shares of the Company's common stock at $ 0.000120 per share. The remaining principal balance due after the conversion was $58,480.

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On October 7, 2015, KBM Worldwide converted $2,725 of principal related to the April 30, 2014, convertible note, into 19,464,286 shares of the Company's common stock at $ 0.000140 per share. The remaining principal balance due after the conversion was $55,755.

On October 9, 2015, KBM Worldwide converted $2,725 of principal related to the April 30, 2014, convertible note, into 19,464,286 shares of the Company's common stock at $ 0.000140 per share. The remaining principal balance due after the conversion was $53,030.

On October 12, 2015, KBM Worldwide converted $2,920 of principal related to the April 30, 2014, convertible note, into 19,466,667 shares of the Company's common stock at $ 0.000150 per share. The remaining principal balance due after the conversion was $50,110.

On October 15, 2015, KBM Worldwide converted $5,525 of principal related to the April 30, 2014, convertible note, into 24,021,739 shares of the Company's common stock at $ 0.000230 per share. The remaining principal balance due after the conversion was $44,585.

On October 15, 2015, LG Capital Funding, LLC converted $3,053 of principal related to the December 2, 2014, convertible note, into 13,157,887 shares of the Company's common stock at $ 0.000232 per share. The remaining principal balance due after the conversion was $67,141.

On October 20, 2015, KBM Worldwide converted $5,540 of principal related to the April 30, 2014, convertible note, into 14,205,128 shares of the Company's common stock at $ 0.000390 per share. The remaining principal balance due after the conversion was $39,045.

As of October 31, 2015 and July 31, 2015, the Company estimated the fair market value of the derivative liability to be $427,456 and $93,204, with a change in fair value of $419,666 respectively. See note 12.

NOTE 10 – INCOME TAXES

At October 31, 2015 and July 31, 2015, the Company has a full valuation allowance against its deferred tax assets as it believes it is more likely than not that these benefits will not be realized.

The Company files income tax returns in the U.S. federal tax jurisdiction and state of Utah tax jurisdiction. The tax year for 2015 remains open for federal and/or state tax jurisdictions.

NOTE 11 – STOCK TRANSACTIONS

On October 6, 2015, the Company amended its Articles of Incorporation to authorize the issuance of 25,000,000 shares of preferred stock in addition to its authorized shares of common stock, and on the same date, designated 1,000,000 of such shares as Series A Preferred Stock. Each share of Series A Preferred Stock converts into one share of common stock but has 10,000 votes.

As of October 31, 2015 and July 31, 2015, the Company has 750,000,000 shares of common stock authorized with a par value of $.001, and 533,165,512 and 252,467,187 shares of common stock issued and outstanding, respectively.

During the three-month period ended October 31, 2015, the Company issued 280,698,325 shares of common stock related to convertible notes.

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KBM Worldwide made 10 conversions for 151,605,438 shares and $25,050 in principal during the three months ended October 31 2015. On August 6, 2015, KBM Worldwide converted $840 of principal related to the April 30, 2014, convertible note, into 8,400,000 shares of the Company's common stock at $ 0.000100 per share. The remaining principal balance due after the conversion was $63,255. On August 12, 2015, KBM Worldwide converted $815 of principal related to the April 30, 2014, convertible note, into 13,583,333 shares of the Company's common stock at $ 0.000060 per share. The remaining principal balance due after the conversion was $62,440. On October 5, 2015, KBM Worldwide converted $1,630 of principal related to the April 30, 2014, convertible note, into 13,583,333 shares of the Company's common stock at $ 0.000120 per share. The remaining principal balance due after the conversion was $60,810. On October 6, 2015, KBM Worldwide converted $700 of principal related to the April 30, 2014, convertible note, into 5,833,333 shares of the Company's common stock at $ 0.000120 per share. The remaining principal balance due after the conversion was $60,110. On October 6, 2015, KBM Worldwide converted $1,630 of principal related to the April 30, 2014, convertible note, into 13,583,333 shares of the Company's common stock at $ 0.000120 per share. The remaining principal balance due after the conversion was $58,480. On October 7, 2015, KBM Worldwide converted $2,725 of principal related to the April 30, 2014, convertible note, into 19,464,286 shares of the Company's common stock at $ 0.000140 per share. The remaining principal balance due after the conversion was $55,755. On October 9, 2015, KBM Worldwide converted $2,725 of principal related to the April 30, 2014, convertible note, into 19,464,286 shares of the Company's common stock at $ 0.000140 per share. The remaining principal balance due after the conversion was $53,030. On October 12, 2015, KBM Worldwide converted $2,920 of principal related to the April 30, 2014, convertible note, into 19,466,667 shares of the Company's common stock at $ 0.000150 per share. The remaining principal balance due after the conversion was $50,110. On October 15, 2015, KBM Worldwide converted $5,525 of principal related to the April 30, 2014, convertible note, into 24,021,739 shares of the Company's common stock at $ 0.000230 per share. The remaining principal balance due after the conversion was $44,585. On October 20, 2015, KBM Worldwide converted $5,540 of principal related to the April 30, 2014, convertible note, into 14,205,128 shares of the Company's common stock at $ 0.000390 per share. The remaining principal balance due after the conversion was $39,045.

Typenex Co-Investment, LLC made 2 conversions for 62,700,000 shares and $3,010 in principal during the three months ended October 31 2015. On August 18, 2015, Typenex Co-Investment, LLC converted $1,310 of principal related to the December 2, 2014, convertible note, into 27,300,000 shares of the Company's common stock at $ 0.000048 per share. The remaining principal balance due after the conversion was $37,115. On September 8, 2015, Typenex Co-Investment, LLC converted $1,699 of principal related to the December 2, 2014, convertible note, into 35,400,000 shares of the Company's common stock at $ 0.000048 per share. The remaining principal balance due after the conversion was $35,416.

JMJ Financial made 3 conversions for 44,735,000 shares and $2,460 in principal during the three months ended October 31 2015. On August 6, 2015, JMJ Financial converted $693 of principal related to the December 10, 2014, convertible note, into 12,595,000 shares of the Company's common stock at $ 0.000055 per share. The remaining principal balance due after the conversion was $50,229. On August 21, 2015, JMJ Financial converted $862 of principal related to the December 10, 2014, convertible note, into 15,680,000 shares of the Company's common stock at $ 0.000055 per share. The remaining principal balance due after the conversion was $49,367. On August 27, 2015, JMJ Financial converted $905 of principal related to the December 10, 2014, convertible note, into 16,460,000 shares of the Company's common stock at $ 0.000055 per share. The remaining principal balance due after the conversion was $48,462.

LG Capital Funding, LLC made 1 conversion for 13,157,887 shares and $3,053 in principal during the three months ended October 31 2015. On October 15, 2015, LG Capital Funding, LLC converted $3,053 of principal related to the December 2, 2014, convertible note, into 13,157,887 shares of the Company's common stock at $ 0.000232 per share. The remaining principal balance due after the conversion was $67,141.

Evolution Capital Partners, LLC made 1 conversion for 8,500,000 shares and $3,400 in principal during the three months ended October 31 2015. On August 27, 2015, Evolution Capital Partners, LLC converted $3,400 of principal related to the August 18, 2013, convertible note, into 8,500,000 shares of the Company's common stock at $ 0.000400 per share. The remaining principal balance due after the conversion was $121,600.

As of October 31, 2015 and July 31, 2015, the Company has 25,000,000 and 0 shares of preferred stock authorized, respectively, with a par value of $.001, and 1,000,000 and 0 shares of Series A Preferred Stock common stockissued and outstanding, respectively.

On October 15, 2015, Zen Family LP, an entity controlled by our founder and director, Tracy Gibbs, returned 1,000,000 shares of the Company’s common stock to the Company for cancellation and was issued 1,000,000 shares of the Company’s Series A Preferred Stock.

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Equity Purchase Agreement

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

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

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

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

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

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

As of ~~April~~October 3031, 2015, 2,107,554 shares have been issued under the Equity Purchase Agreement representing $137,120 in cash received.

~~NOTE 11 – DERIVATIVE LIABILITY~~21

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NOTE 12 – DERIVATIVE LIABILITY

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

·	Level one -- Quoted market prices in active markets for identical assets or liabilities;
·	Level two – Inputs, other than level one inputs, that are either directly or indirectly observable; and
·	Level three -- Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company has one liability measured at fair value on a recurring basis, which consists of a derivative liability on certain convertible notes payable (see note 11). As of ~~April~~October 3031, 2015 this derivative liability had an estimated fair value of $~~188~~427,~~391~~456. The Company has no assets that are measured at fair value on a recurring basis.

The following table presents information about our derivative liability, which was our only financial instrument measured at fair value on a recurring basis using significant inputs other than level one inputs that are either directly or indirectly observable (Level 2) as of October ~~April 30~~31, 2015:

Balance at July 31, 2014	$	177,907
Balance at July 31, 2015	$	93,204
Conversions		(~~172~~70,~~582~~817	)
Total (gains)losses included in earnings		(49,878	)
Change in Fair Value of Derivative		400,778
Issuances		~~232~~4,~~944~~291
Balance at April 30, 2015	$	188,391
Balance at October 31, 2015	$	427,456

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

	April 30,
	October 31,
	2015
Expected term in years	0-.26 years
Risk-free interest rates		0.01-0.28	%
Volatility		194 -202	%
Dividend yield		0	%

In addition to the assumptions above, the Company also takes into consideration whether or not the Company would participate in another round of financing and if that financing is registered or not and what that stock price would be for the financing at that time. The Company notes that the notes have matured and is no longer calculating a derivative value for these notes.

In addition to the assumptions above, the Company also takes into consideration whether or not the Company would participate in another round of financing and if that financing is registered or not and what that stock price would be for the financing at that time. The Company will continue to adjust the derivative liability for changes in fair value until the notes matured on October 14, 2014, and mature on December 26, 2014 and February 2, 2015.22

~~NOTE~~Table 12of ~~– INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS~~Contents

NOTE 13 – INDUSTRY SEGMENT, GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS

Geographic Sales Regions

We currently sell and distribute our products six geographic regions: North Asia, Greater China, South Asia/Pacific, Europe, Middle East, and Americas. The following table sets forth the revenue for each of the geographic regions for the three ~~and nine~~ months ended ~~April~~October 3031, 2015 and ~~2014~~2015:

	Three Months Ended April 30,
	Three Months Ended October 31,
	2015				2014
Americas	$	~~211~~125,~~066~~942	4830.8178	%	$	~~441~~363,~~739~~088	6156.6362	%
North Asia		295,~~135~~761	023.4940			62,~~623~~020	0.9232
Greater China		4061,~~976~~670	915.4807			73152,~~603~~105	1023.2772
South Asia/Pacific		~~176~~125,~~036~~417	4030.7165			~~189~~123,~~798~~978	2619.4833
Europe		2,201	0.51			5,000	0.70
Middle East		-	-			46	0.01
	$	432,414	100.00	%	$	716,763	100.00	%
Europe		426	0.10			-	-
	$	409,216	100.00	%	$	641,237	100.00	%

	Nine Months Ended April 30,
	2015				2014
Americas	$	718,860	53.44	%	$	1,425,517	73.34	%
North Asia		13,973	1.04			33,417	1.72
Greater China		211,523	15.73			114,690	5.90
Middle East		46	-			-	-
South Asia/Pacific		397,338	29.54			365,118	18.78
Europe		3,370	0.25			5,000	0.26
	$	1,345,110	100.00	%	$	1,943,742	100.00

The table below lists our equipment, net, by geographic area for the three months ended October 31, 2015 and July 31, 2015:

	Three Months Ended October 31,
	2015				2014

Americas	$	8,717	100.00	%	$	13,832	100.00	%
North Asia		-	-			-	-
Greater China		-	-			-	-
South Asia/Pacific		-	-			-	-
Europe		-	-			-	-
	$	8,717	100.00	%	$	13,832	100.00	%

~~The table below lists our equipment, net, by geographic area for both the three and nine months ended April 30, 2015 and July 31, 2014:~~23

	April 30, 2015				July 31, 2014
Americas	$	10,583	100.00	%	$	16,355	100.00	%
North Asia		-	-			-	-
Greater China		-	-			-	-
South Asia/Pacific		-	-			-	-
Europe		-	-			-	-
	$	10,583	100.00	%	$	16,355	100.00	%

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The table below lists revenue generated by each of the Company's product lines during the three ~~and nine~~ months ended ~~April~~October 3031, 2015 and 2014:

	Three Months Ended April 30,
	Three Months Ended October 31,
	2015					2014
Product Sales		$	~~431~~406,~~893~~416	99.8832	%		$	~~713~~634,~~438~~661	9998.5497	%
NBA Services			~~521~~2,800	0.1268				36,~~325~~576	01.4603
Educational Services			-	-				-	-
		$	~~432~~409,~~414~~216	100.00	%		$	~~716~~641,~~763~~237	100.00	%

	Nine Months Ended April 30,
	2015					2014
Product Sales		$	1,337,130	99.41	%		$	1,929,028	99.24	%
NBA Services			7,980	0.59				14,714	0.76
Educational Services			-	-				-	-
		$	1,345,110	100.00	%		$	1,943,742	100.00	%

Significant Customers

Three customer'’s make up 3650.76% and 3736.27% of total sales as of the three months ended ~~April~~October 3031, 2015 and 2014, respectively~~, and 32~~.~~6% and 46.1% of total sales as of the nine months ended April 30, 2015 and 2014, respectively.~~

20NOTE 14 – SUBSEQUENT EVENTS

~~NOTE~~Management 13has –evaluated ~~SUBSEQUENT~~subsequent ~~EVENTS~~events through December 29, 2015, which is the date the financial statements were available to be issued. The Company identified the following subsequent events through December 29, 2015:

~~Management~~On ~~has~~or ~~evaluated~~about ~~subsequent~~November ~~events~~10, ~~through~~2015, ~~July~~the 7Company signed a new loan forbearance agreement, ~~2015~~requiring the immediate payment of $25,578, ~~which~~including isinterest ~~the~~of ~~date~~$940 ~~the~~and ~~financial~~$2,000 ~~statements~~in ~~were~~legal ~~available~~fees, in which, KeyBank agreed to beallow ~~issued.~~Nutranomics ~~The~~to ~~Company~~pay ~~identified~~interest only on the ~~following~~loan ~~subsequent~~in ~~events~~December ~~through~~and ~~July~~with 7,a ~~2015:~~balloon payment of all principal and interest due in January 2016.

On ~~May~~or 12about November 17, 2015, ~~KBM~~the ~~converted~~Company ~~$12,890~~rescinded ofthe ~~principal~~agreement ~~related~~executed toon ~~the~~January ~~April~~26, 302015, ~~2014~~wherein the Company entered into a Share Exchange Agreement with Nutriband Ltd., ~~convertible~~an ~~note~~Irish private limited company ("Nutriband"), ~~into~~and 8its shareholders to acquire 100% of Nutriband in exchange for (1) the issuance of 3,~~056~~172,~~250~~554 shares of the Company's common stock atto ~~$0.0016~~Nutriband's ~~per~~shareholder, ~~share.~~Gareth ~~The~~Sheridan, ~~remaining~~and ~~principal~~(2) ~~balance~~the ~~due~~payment ~~after~~of a perpetual 10% royalty on gross global sales of all Nutriband products to the ~~conversion~~Nutriband ~~was~~shareholders. ~~$50~~Nutranonics,~~110~~ Inc. and Nutriband, and the Company simultaneously canceled its employment agreement with Mr. Sheridan.

21On November 24, 2015, Edward J. Eyring, II, M.D. resigned as Chief Executive Officer, Chief Financial Officer, and Secretary of Nutranomics, Inc. (the “Company”), and on December 3, 2015, Tracy Gibbs was appointed as Interim Chief Executive Officer, Chief Financial Officer, and Secretary of the Company. Dr. Eyring will remain General Manager overseeing Company operations.

On December 13, 2015, the Company increased the authorized number of shares of common stock to five billion.

On December 15, 2015, Evolution Capital Partners, LLC converted $2000 of principal related to the August 18, 2013, convertible note, into 20,000,000 shares of the Company's common stock at $ 0.0001 per share. The remaining principal balance due after the conversion was $119,600.

On December 21, 2015, Evolution Capital Partners, LLC converted 22,000 of principal related to the August 18, 2013, convertible note, into 27,500,000 shares of the Company's common stock at $ 0.0008 per share. The remaining principal balance due after the conversion was $97,600.

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

Introduction to Interim Consolidated Financial Statements.

Certain statements made in this Form 10-Q are "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate and, therefore, there can be no assurance the forward-looking statements included in this report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

The forward-looking statements included in this Form 10-Q and referred to elsewhere are related to future events or our strategies or future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "believe," "anticipate," "future," "potential," "estimate," "encourage," "opportunity," "growth," "leader," "expect," "intend," "plan," "expand," "focus," "through," "strategy," "provide," "offer," "allow," commitment," "implement," "result," "increase," "establish," "perform," "make," "continue," "can," "ongoing," "include" or the negative of such terms or comparable terminology. All forward-looking statements included in this Form 10-Q are based on information available to us as of the filing date of this report, and the Company assumes no obligation to update any such forward-looking statements, except as required by law. Our actual results could differ materially from the forward-looking statements.

The interim consolidated financial statements included herein have been prepared by Nutranomics, Inc. ("“Nutranomics"” or the "“Company"”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "“Commission"”). Certain information and footnote disclosure normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("“US GAAP"”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These interim consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in this filing.

In the opinion of management, all adjustments have been made consisting of normal recurring adjustments and consolidating entries, necessary to present fairly the consolidated financial position of the Company and subsidiaries as of ~~April~~October 3031, 2015, the results of its consolidated statements of comprehensive income/(loss) for the three month periods ended ~~April~~October 3031, 2015 and ~~April~~October 3031, 2014, and its consolidated cash flows for the three month periods ended ~~April~~October 3031, 2015 and ~~April~~October 3031, 2014. The results of consolidated operations for the interim periods are not necessarily indicative of the results for the full year.

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Going Concern

RESULTS OF OPERATIONS

The following summary of our results of operations should be read in conjunction with our financial statements for the three ~~and nine~~-month ~~periods~~period ended ~~April~~October 3031, 2015 and 2014.

~~Our operating results for the three and nine-month periods ended April 30, 2015 and 2014 are summarized as follows:~~25

	The Three Months Ended April 30,						The Nine Months Ended April 30,
	2015			2014			2015			2014
Revenues	$	432,414		$	716,763		$	1,345,110		$	1,943,742
Cost of Sales	$	197,052		$	370,129		$	(659,379	)	$	(1,269,526	)
Operating Expenses	$	338,528		$	647,544		$	(1,507,633	)	$	(2,125,517	)
Loss on settlement of fraudulent activity	$	-		$	-		$	-		$	(37,300	)
Change in fair value of derivative	$	33,305		$	5,981		$	49,878		$	6,598
Interest Expense	$	(69,197	)	$	(32,425	)	$	(350,197	)	$	(71,326	)
Net Income (Loss)	$	(134,070	)	$	(327,354	)	$	(1,117,233	)	$	(1,553,329	)

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Our operating results for the three-month period ended Oct 31, 2015 and 2014, are summarized as follows:

	The Three Months Ended October 31,
	2015			2014

Revenues	$	409,216		$	641,237
Cost of Sales	$	190,297		$	299,670
Operating Expenses	$	553,698		$	290,132
Change in fair value of derivative	$	(419,666	)	$	-
Interest Expense	$	(119,457	)	$	(90,591	)
Net Income (Loss)	$	(873,802	)	$	(39,156	)

Revenues and Cost of Sales

Our business model currently generates revenues from two primary sources:

1)	Product sales: 99.88% and 99.54% and 99.41% and 99.24% for the three and nine months ended April 30, 2015 and 2014, respectively; and
2)	Nutritional Blood Analysis (NBA) services: .12% and .46% and .59% and .76% for the three and nine months ended April 30, 2015 and 2014, respectively.

1) Product sales: 99.32% and 98.87% for the three months ended October 31, 2015 and 2014, respectively; and

~~Our~~2) Nutritional ~~revenues~~Blood ~~from~~Analysis ~~product~~(NBA) ~~sales~~services: ~~decreased from $716,763 and $1,943,742 in the three and nine months ended April 30, 2014, to $432,414 and $1,345,110 in the three and nine months ended April 30, 2015, a decrease of 39~~0.6768% and 301.8003% ~~totaling~~for ~~$284,349 and $598,632, respectively. The decrease was due to a decrease in product sales with both large and small customers. The revenues from NBA services decreased from $3,325 and $14,714 in~~ the three ~~and nine~~ months ended ~~April~~October 3031, ~~2014, to $521 and $7,980 in three and nine months ended April 30,~~ 2015, ~~an decrease of $2,804~~ and $62014,~~734,~~ respectively. ~~The decrease is due to the company attending fewer trade shows to generate NBS services in the three and nine month period.~~

~~Revenues~~Our ~~derived~~revenues from product sales decreased from $634,661 in the ~~Americas~~three ~~totaled~~months ~~$211,066~~ended ~~and~~October ~~$718~~31,~~860~~ 2014, orto ~~48.81% and 53.44%~~$406,416 in the three ~~and nine~~ months ended ~~April~~October 3031, 2015, asa ~~compared~~decrease toof ~~$441,739~~35.96% ~~and~~totaling $1228,~~425,517,~~245. orThe ~~61.63%~~decrease ~~and~~was ~~73.34%,~~due into ~~the~~a ~~three~~decrease ~~and~~in ~~nine~~product ~~months~~sales ~~ended~~with ~~April~~loss ~~30,~~of ~~2014,~~our ~~respectively~~larger customers. ~~Revenues~~The ~~derived~~revenues from ~~sales~~NBA ~~outside~~services ofdecreased from $6,576 in the ~~Americas~~three ~~totaled~~months ~~$221,348~~ended ~~and~~October ~~$626~~31,~~250~~ 2014, orto ~~51.19% and 46.56%~~$2,800 in the three ~~and nine~~ months ended ~~April~~October 3031, 2015, asa ~~compared~~decrease toof $~~275~~3,~~024~~776. ~~and~~The ~~$518,225,~~decrease orwas ~~38.37%~~due ~~and~~to ~~26.66%,~~the Company decreasing its efforts in ~~the~~NBA ~~three~~activity ~~and~~in ~~nine~~the three months ended ~~April~~October 3031, ~~2014, respectively~~2015.

23Revenues derived from sales in the Americas totaled $125,942, or 30.78%, in the three months ended October 31, 2015, as compared to $363,088, or 56.62%, in the three months ended October 31, 2014. Revenues derived from sales outside of the Americas totaled $283,274, or 69.22%, in the three months ended October 31, 2015, as compared to $278,149, or 43.38%, in the three months ended October 31, 2014.

Revenues derived from product sales totaled $~~431~~406,~~893 and $1~~416,~~337,130,~~ or 99.8832% ~~and 99.41%~~, in the three ~~and nine~~ months ended ~~April~~October 3031, 2015, as compared to $~~713~~634,~~438 and $1~~661,~~929,028,~~ or 9998.5497% ~~and 99.24%~~, in the comparable period in 2014~~, respectively~~. The company also derived revenue from NBA services in the amount of $~~521 and $7~~2,~~980~~800, or .1268% ~~and .59%~~, in the three ~~and nine~~ months ended ~~April~~October 3031, 2015, as compared to $36,~~325 and $14~~576,~~714,~~ or 1.4603% ~~and .76%~~, in the three ~~and nine~~ months ended ~~April~~October 3031, 2014~~, respectively~~. The company did not derive revenues from educational services in 2015 or 2014.

Our cost of sales decreased from $~~370~~299,~~129~~670 ~~and $1,269,526~~ in the three ~~and nine~~ months ended ~~April~~October 3031, 2014, to $~~197~~190,~~052~~297 ~~and $659,379~~ in the three ~~and nine~~ months ended ~~April~~October 3031, 2015, a decrease of 4636.7650% ~~and 48.06%~~ totaling $~~173~~109,~~077 and $610,147~~373. The decrease directly relates ~~cost~~to ~~cutting~~the ~~measures~~decrease ~~implemented~~in byproduct ~~management~~sales ~~and~~in ~~also~~2014 ~~directly~~and ~~relates~~loss toof the ~~decrease~~larger incustomers ~~product~~with ~~sales~~lower inprofit ~~2015~~margins.

Interest expense increased from $3290,~~425~~591 ~~and $71,326~~ in the three ~~and nine~~ months ended ~~April~~October 3031, 2014, to $69119,~~197~~457 ~~and $350,197~~ in the three ~~and nine~~ months ended ~~April~~October 3031, 2015, an increase of ~~113~~31.4186% ~~and 390.98%~~ totaling $3628,~~772 and $278,871, respectively~~866. The increase is due to the Company ~~taking~~entering ~~out~~into ~~six~~two convertible notes induring the ~~current nine-month period~~quarter.

Three of our customers make up approximately 37.57% of our total sales for three months ending October 31, 2015, as compared to one customer making up approximately 37.57% of our total sales for the same period in 2014, and three of our suppliers make up approximately 71.07% and 71.07% of our total purchases for the three months ending October 31, 2015 and 2014. While we have had simple purchase orders with this customer and these suppliers in the past (for quantities of our supplements and supplement ingredients at various prices and negotiated on a case-by-case basis), we do not have and have never had production or supply agreements with this customer or these suppliers, we do not have purchase or supply agreements with this customer or these suppliers governing future orders, and were we to lose this customer or these suppliers, our business would be harmed. Our revenues would significantly decline were we to lose this customer, and our cost of goods sold would increase were we to lose these suppliers.

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Expenses

Our operating expenses for the three ~~and~~months ~~six-month periods~~ ended ~~April~~October 3031, 2015 and 2014, are outlined in the table below:

		The Three Months Ended April 30,					The Nine Months Ended April 30,
	The Three Months Ended October 31,
	2015	~~2015~~		2014	~~2014~~		~~2015~~		~~2014~~
General and administrative		$	8671,~~661~~265		$	~~161~~63,~~951~~785	$	~~265,704~~	$	~~402,048~~
Professional fees		$	111,939		$	338,197	$	310,337	$	930,350
Advertising and Marketing		$	15,286		$	24,771
Research and development		$	-		$	616	$	93	$	32,233
Professional fees		$	92,927		$	59,269
Salaries and wages		$	~~139~~374,~~928~~220		$	~~146~~142,~~780~~307	$	~~931,499~~	$	~~760,886~~

24Our total operating expenses for the three months ended October 31, 2015, were $553,698 as compared to $290,132 for the comparable period in 2014, an increase of 90.84% totaling $263,566. The increase in operating expenses during the three months ended October 31, 2015 as compared to the same period in 2014 was due to stock based compensation paid to the former CEO upon his resignation.

~~Our~~General ~~total~~and ~~operating~~administrative ~~expenses~~expense ~~for~~increased ~~the~~from ~~three~~$63,785 ~~and~~in ~~nine~~the three months ended ~~April~~October 3031, 2015, ~~were $338,528 and $1,507,633 as compared~~ to $~~647~~71,~~544~~265 ~~and~~in ~~$2,125,517 for~~ the comparable ~~periods~~period in 2014, aan ~~decrease~~increase of 4711.7273% ~~and 29.07%~~ totaling $~~309~~7,~~016 and $617,884~~480. The decrease inis ~~operating~~due ~~expenses~~mostly ~~during~~to ~~the~~decreases ~~three~~in ~~and~~office ~~nine~~expenses, ~~months~~supplies, ~~ended~~and ~~April~~travel ~~30,~~costs ~~2015~~offset asby ~~compared~~bad todebt ~~the~~written ~~same~~off ~~periods~~ in ~~2014~~the ~~was~~three ~~due~~months toended ~~decreases~~October in31, ~~salaries~~2015 ~~and~~compared ~~wages,~~to ~~general~~the ~~and~~same ~~administrative,~~period ~~and~~in ~~professional expenses~~2014.

~~General~~Advertising and ~~administrative~~marketing expense decreased from $~~161~~24,~~951~~771 ~~and $402,048~~ in the three ~~and nine~~ months ended ~~April~~October 3031, 2014 to $8615,~~661~~286 ~~and $265,704~~ in the comparable period in 2015, ana decrease of 4638.4929% ~~and 33.91%~~ totaling $759,~~290 and $136,344, respectively~~485. The ~~change~~decrease is due ~~mainly~~ to ~~decreased~~the ~~travel~~Company ~~expense,~~decreasing ~~insurance,~~their ~~and~~efforts ~~freight expense~~ in the three ~~and nine~~ months ended ~~April~~October 3031, 2015, compared to the same period in 2014.

~~Research~~Professional ~~and~~fees ~~development~~increased ~~expense~~from ~~decreased~~$59,269 asin ~~a result of~~ the ~~Company~~three ~~having~~months ~~completed~~ended aOctober ~~large~~31, ~~clinical~~2015, ~~study~~to on$92,927 ~~the~~in ~~effects of~~ the ~~patented~~three ~~AES™~~months ~~during~~ended ~~the~~October ~~2014~~31, ~~fiscal year~~2014, ~~which~~an ~~decreased~~increase ~~research~~of ~~and~~56.79% ~~development~~totaling ~~expense from~~ $~~616 and $32~~33,~~233~~658. The inincrease ~~the~~is ~~three~~due ~~and~~increased ~~nine~~legal ~~months~~fees ~~ended~~associated ~~April~~with 30litigation, ~~2014~~contracts, ~~to $0~~ and ~~$93~~convertible ~~in the same period in 2015~~notes.

~~Professional~~Salaries ~~fees~~and ~~decreased~~wages ~~from~~expenses ~~$338,197~~increased ~~and~~from $~~930~~142,~~350~~307 in the three ~~and nine~~ months ended ~~April~~October 3031, 2014, to $~~119~~374,~~939~~220 ~~and~~during ~~$310,337 in~~ the ~~three~~same ~~and~~period ~~nine~~in ~~months ended April 30,~~ 2015, an ~~decrease~~increase of ~~$226,258~~162.97% ~~and~~totaling $~~620~~231,~~013~~913. The ~~decrease~~increase is due to ~~the~~stock-based ~~Company~~compensation ~~both~~paid ~~reducing~~to ~~the~~former ~~number of outside consultants providing management services for~~ the ~~public~~CEO ~~company~~based ~~and~~upon ~~obtaining~~his better rates for those services including engaging outside accountants to provide accounting services, engaging auditors to review and audit its financial statements, incurring increased legal expenses, and issuing stock for services as a result of becoming a public companyresignation.

Salaries and wages expenses decreased and increased from $146,780 and $760,886 in the three and nine months ended April 30, 2014, to $139,928 and $931,499 during the same periods in 2015, a decrease of 4.67% and an increase of 22.42% totaling $6,852 and $170,613, respectively. The overall increase is due to an increase in compensation to one of our directors and due share-based compensation to our CEO for acquiring Nutriband, his appointment to the Board of Directors, and his employment contract.27

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Equity Compensation

The Company issued ~~stock~~a ~~bonuses~~convertible ofnote ~~37,657,463~~with ~~million~~a ~~and~~principal ~~44,117,647~~amount ~~shares~~ of ~~common~~$299,382 ~~stock~~dollars to the Company's former CEO ~~and Director respectively~~ during the ~~nine-~~three months ended ~~April~~October 3031, 2015.

Liquidity and Financial Condition

Working Capital
	April			July 31,
	October 31,			July 31,
	2015			~~2014~~2015
Current Assets	$	~~378~~393,~~221~~942		$	~~531~~432,~~825~~725
Current Liabilities	$	12,~~670~~562,~~370~~534		$	1,~~235~~757,~~919~~222
Working Capital (deficit)	$	(12,~~292~~168,~~149~~592	)	$	(~~704~~1,~~094~~324,497	)

Cash Flows
		The Nine Months Ended
	The Three Months Ended
		April 30,
	October 31,
	2015	~~2015~~			2014
Net Cash Provided by (Used in) Operating Activities		$	(~~376~~32,~~501~~827	)		$	(~~600~~20,~~315~~714	)
Net Cash Provided by (Used in) Investing Activities		$	-			$	638,397
Net Cash Used in Financing Activities		$	(661	)			24,563
Net Cash Provided by (Used In) Financing Activities		$	336,539			$	(1,670	)
Increase in Cash during the Period		$	(33,488	)			3,849
Decrease in Cash during the Period		$	(39,962	)		$	36,412
Cash and Cash Equivalents, End of Period		$	56,898				83,084
Cash and Cash Equivalents, End of Period		$	39,273			$	47,451

25The Company had current assets of $393,942 during the three months ended October 31, 2015, as compared to $432,725 as of July 31, 2015; the decrease is mostly due to the Company’s decrease in inventory, partially offset by an increase in cash and cash equivalents and accounts receivable. The Company had current liabilities of $2,562,534 during the three months ended October 31, 2015, as compared to $1,757,222 as of July 31, 2015. The increase is mainly due to an increase in current portions of long-term liabilities as the notes are closer to maturity. The change is offset by decreases in accounts payable and accrued expenses, lines of credit, related party payable and notes payable due to the Company paying down balances in the current period and an increase in note derivative liability due to the current valuation of the derivative instruments. The Company has incurred cumulative losses since inception of $6,848,914. As of October 31, 2015, the Company had a working capital deficit of $2,168,592 primarily due to a decrease in cash from sales during the three months ended October 31, 2015, as compared to the same period in 2014.

~~The~~Cash ~~Company~~from ~~had~~operating ~~current~~activities ~~assets~~decreased ~~of $378,221 during the nine months ended April 30, 2015, as compared~~ to ($~~746~~32,~~648~~827) in the comparable period in 2014; the decrease is mostly due to the Company reducing the amounts of Accounts Receivable through collections, lower inventory levels, and reduced prepaid expenses, and increased cash payments to vendors in the current period. The Company had current liabilities of $1,670,370 during the ~~nine~~three months ended ~~April~~October 3031, 2015, as compared to ($~~841~~20,~~305~~714) in the comparable period in 2014. The increase iswas ~~mainly~~mostly due to anchanges ~~increase~~ in ~~convertible~~net ~~notes,~~income ~~derivative liability~~(loss), ~~increase~~amortization inof ~~unearned~~debt ~~revenues~~discount, ~~and an increase in~~ accounts ~~payable and accrued expenses due to a decrease in sales. The Company has incurred cumulative losses since inception of $4~~receivable,~~757,634.~~ ~~As of April 30~~inventory, ~~2015,~~unearned ~~the~~revenue ~~Company had a working capital deficit of ($1,292,149) due to reoccurring losses~~ and ~~borrowing~~accounts ~~to cover those losses during the nine months ended April 30, 2015, as compared to the same period in 2014~~payable.

Cash ~~used~~from infinancing ~~operating~~ activities ~~decreased~~increased to ($~~376,501~~661) during the ~~nine~~three months ended ~~April~~October 3031, 2015, as compared to ~~($600~~24,~~315)~~563 in the comparable period in 2014. The ~~decrease~~increase was ~~mostly~~ due to ~~changes~~an increase in ~~net~~borrowing ~~income~~under ~~(loss),~~convertible ~~accounts~~notes ~~receivable, inventory, unearned revenue, share-based compensation, change~~ in ~~debt~~the ~~discount,~~current ~~and accounts payable~~period.

Cash from financing activities decreased to $336,539 during the nine months ended April 30, 2015 as compared to 638,397 in the comparable period in 2014. The decrease was mostly due to decrease in borrowing of convertible notes coupled with a decrease in proceeds from related party notes payable and lines of credit.28

~~Cash~~Table ~~used~~of ~~in investing activities decreased to 0 during the nine months ended April 30, 2015 from $638,397 in the same period in 2014. The change is due to the company seeking funding through other sources.~~Contents

~~The~~Cash ~~future~~used ofin ~~the~~investing ~~Company~~activities aswere an$0 ~~operating~~during ~~business~~the ~~will~~three ~~depend~~months onended ~~its~~October ~~ability~~31, to2014, ~~obtain sufficient capital contributions~~ and~~/or~~ ~~financing~~in asthe ~~may~~same beperiod ~~required~~in ~~to sustain its operations~~2015. ~~Management's~~The ~~plan~~Company todid ~~address~~not ~~these~~have ~~issues~~any ~~includes~~activity ain ~~continued~~either ~~exercise of cost controls to conserve cash and obtaining additional debt and/or equity financing~~prior.

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

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

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

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

26As of October 31, 2015, the existing capital and anticipated funds from operations were not sufficient to sustain Company operations or the business plan over the next twelve months. We anticipate substantial increases in our cash requirements which will require additional capital to be generated from the sale of common stock, the sale of preferred stock, equipment financing, debt financing and bank borrowings, to the extent available, or other forms of financing to the extent necessary to augment our working capital. In the event we cannot obtain the necessary capital to pursue our strategic business plan, we may have to significantly curtail our operations. Failure to obtain additional financing would have a material adverse effect on our business operations. There is no assurance that the Company will be able to obtain additional funding when needed, or that such funding, if available, can be obtained on terms acceptable to the Company.

As of April 30, 2015, the existing capital and anticipated funds from operations were not sufficient to sustain Company operations or the business plan over the next twelve months. We anticipate substantial increases in our cash requirements which will require additional capital to be generated from the sale of Common Stock, the sale of Preferred Stock, equipment financing, debt financing and bank borrowings, to the extent available, or other forms of financing to the extent necessary to augment our working capital. In the event we cannot obtain the necessary capital to pursue our strategic business plan, we may have to significantly curtail our operations. Failure to obtain additional financing would have a material adverse effect on our business operations. There is no assurance that the Company will be able to obtain additional funding when needed, or that such funding, if available, can be obtained on terms acceptable to the Company.

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

Although the Company intends to engage in a subsequent equity offering of its securities to raise additional working capital for operations, the Company has no firm commitments for any additional equity funding at the present time. ~~However, during the nine months ended April 30, 2015, the Company obtained total proceeds of $229,500 by issuing four convertible notes for $73,500, $59,000, $65,000, and $33,000 in principal.~~ Insufficient financial resources may require the Company to delay or eliminate all or some of its development, marketing and sales plans, which could have a material adverse effect on the Company'’s business, financial condition and results of operations. There is no certainty that the expenditures to be made by the Company will result in a profitable business proposed by the Company.

Subsequent Events

On ~~May~~or 12about November 10, 2015, ~~KBM~~the ~~converted~~Company ~~$12,890~~signed ofa ~~principal~~new ~~related~~loan toforbearance agreement, requiring the ~~April~~immediate 30payment of $25,578, ~~2014~~including interest of $940 and $2,000 ~~convertible~~in ~~note~~legal fees, ~~into~~in 8which,~~056,250~~ ~~shares~~KeyBank ofagreed to allow Nutranomics to pay interest only on the ~~Company's~~loan ~~common~~in ~~stock~~December atand ~~$0.0016~~with ~~per~~a ~~share.~~balloon ~~The~~payment ~~remaining~~of all principal ~~balance~~and interest due ~~after~~in ~~the~~January ~~conversion was $50,110~~2016.

On or about November 17, 2015, the Company (Nutranomics, Inc.) rescinded the agreement executed on January 26, 2015, wherein the Company entered into a Share Exchange Agreement with Nutriband Ltd., an Irish private limited company ("Nutriband"), and its shareholders to acquire 100% of Nutriband in exchange for (1) the issuance of 3,172,554 shares of the Company's common stock to Nutriband's shareholder, Gareth Sheridan, and (2) the payment of a perpetual 10% royalty on gross global sales of all Nutriband products to the Nutriband shareholders, and the Company simultaneously canceled its employment agreement with Mr. Sheridan.

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On November 24, 2015, Edward J. Eyring, II, M.D. resigned as Chief Executive Officer, Chief Financial Officer, and Secretary of Nutranomics, Inc. (the “Company”), and on December 3, 2015, Tracy Gibbs was appointed as Interim Chief Executive Officer, Chief Financial Officer, and Secretary of the Company. Dr. Eyring will remain General Manager overseeing Company operations.

On December 13, 2015 the Company increased the authorized number of common stock shares to 5 billion.

On December 21, 2015, Evolution Capital Partners, LLC converted $22,000 of principal related to the August 18, 2013, convertible note, into 27,500,000 shares of the Company's common stock at $ 0.0008 per share. The remaining principal balance due after the conversion was $97,600.

Critical Accounting Policies

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

Our significant accounting policies are summarized in Note 2 of our financial statements are included in the Company'’s Current Report on Form 10-K filed on November 13, ~~2014~~2015. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause an effect on our results of operations, financial position or liquidity for the periods presented in this report.

Revenue Recognition

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

The Company'’s revenue recognition policy is in accordance with the requirements of Staff Accounting Bulletin ("“SAB"”) No. 104, Revenue Recognition ("“SAB 104"”), and other applicable revenue recognition guidance under US GAAP. Sales revenue is recognized for our retail and wholesale customers when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, and (iv) collectibility is reasonably assured — generally when products are shipped to the customer and services are rendered, except in situations in which title passes upon receipt of the products by the customer. In this case, revenues are recognized upon notification that customer receipt has occurred. The Company accrues an estimated amount for sales returns and allowances related to defective or returned products at the time of sale based on its ability to estimate sales returns and allowances using historical information. As of July 31, 2013 and 2012, the Company calculated the amount to be less than 1% of sales so no allowance was accrued in either year. Shipping and handling fees and related freight costs and supplies associated with shipping products to customers are included as a component of cost of sales. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

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Off Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Recent Accounting Pronouncements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

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

A lack of independent directors;

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

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

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

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

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

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

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

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

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

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred in the nine months ended ~~April~~October 3031, 2015, that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

Limitations on the Effectiveness of Controls

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

2932

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

On June 17, 2013, the Company'’s subsidiary, Health Education Corporation ("“Health Education"”), served a complaint on Ignite Naturals, Inc., a customer ("“Ignite"”), for breach of contract and failure to pay amounts owed by Ignite for its purchase orders with Health Education, and seeking general damages of $146,~~352~~353.~~76.~~ Ignite subsequently removed the case from Utah state court to federal district court, and filed an Answer and Counterclaim, which the Company answered on September 9, 2013. Ignite'’s counsel subsequently withdrew from the case, the court ordered Defendant to have new counsel appear within 21 days, and on November 18, 2013, the court entered an order ordering Defendant to, within 14 days of the order, show cause why sanctions against Defendant should not be imposed for failure to appoint counsel. On December 10, 2013, for Defendant'’s failure to appear at the initial pretrial conference or show cause why sanctions against Defendant were not appropriate, the court entered an order imposing terminating sanctions on Defendant and directing the court clerk to enter judgment in favor of Health Education for $146,~~352~~353.~~76.~~ On December 12, 2013, the court entered judgment in favor of Health Education against Ignite for $146,~~352~~353.~~76.~~

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

On March 20, 2014, the Company'’s subsidiary, Health Education Corporation ("“Health Education"”), was served a copy of a complaint filed by EpicEra Incorporated ("“Epic"”) in the Utah Third Judicial District Court for the return of a $100,000 deposit paid by Epic to Health Education for the supply of nutritional products. On April 16, 2014, Health Education answered the Complaint and filed a counterclaim against Epic and third-party claims against eCosway USA, Inc. ("“eCosway,"” which is Epic'’s owner), and its principals, for breach of a non-disclosure and non-circumvention agreement, unjust enrichment, fraud, and fraudulent nondisclosure. Health Education'’s claims alleged that (1) eCosway and its principals have defrauded Health Education and engaged in a scheme of corporate espionage to misappropriate Health Education'’s proprietary information and trade secrets to launch their new multilevel marketing company, Epic; (2) under the fraudulent guise of partnering with Health Education to have Health Education formulate and produce the health products to be sold by Epic'’s distributors, eCosway and its principals signed a non-disclosure and non-circumvention agreement that they had no intention of honoring in order to gain access to Health Education'’s proprietary information so that they could steal that information and use it for their own benefit; (3) Health Education relied upon the non-disclosure and non-circumvention agreement and misrepresentations of Epic, eCosway, and its principals, and disclosed the proprietary information and formulations, which Epic then appropriated as its own. Health Education'’s claims request general damages as well as punitive damages. On May 6, 2015, fact discovery concluded, and expert discovery has also concluded. Epic filed a motion for summary judgment on or about June 2, 2015, Health Education opposed the motion on or about June 19, 2015, and a hearing ~~has~~was ~~been~~ scheduled for September 9, 2015. After receiving arguments, the court ruled that EpicEra’s motion for summary judgment was denied in part and granted in part, ordering that the case would be tried regarding whether Nutranomics was entitled to offset the Epic deposit by purchases it made and labor it used in performing on the purchase order with EpicEra, and as to the breach of contract claim filed by Nutranomics against EpicEra for not fulfilling the purchase order agreement, while Nutranomics’s claims against eCosway and Glenn Jensen for Breach of the Non-Disclosure and Non-Circumvention agreement were dismissed based on insufficient proof of damages. On September 30, 2015, Wrona, Gordon & DuBois withdrew as counsel for Nutranomics. On November 21, 2015, the Company obtained the counsel of TR Spencer and Associates, LLP, which represented the Company at a pretrial conference on November 25, 2015. The trial is scheduled for January 27, 2015.

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On ~~June~~January 2416, 2015, ~~Vis~~the ~~Vires~~Company ~~Group~~was served a copy of a complaint filed by NHK Laboratories, Inc., ~~one~~in the Superior Court of California, County of Los Angeles, arising out of an alleged breach of contract by the Company's ~~creditors~~and seeking $79,770 ~~sent~~in ~~the~~principal, plus interest and attorney fees. The Company aretained ~~notice~~local ofcounsel ~~default~~who ~~for~~answered the ~~Company's~~complaint. ~~failure~~On October 21, 2015, the court ordered Nutranomics to ~~comply~~provide ~~with~~additional documentation to the ~~reporting~~plaintiff, ~~requirements~~and ofNutranomics has provided the ~~Exchange~~requested ~~Act~~documentation. The parties are currently discussing potential settlement terms.

On or about October 16, 2015, the Company’s subsidiary, Health Education Corporation (“Health Education”), and our founder and director, Tracy Gibbs (“Gibbs”), were served a copy of a complaint filed by KeyBank in the Utah Third Judicial District Court for breach of contract of a loan made by KeyBank to Health Education and guaranteed by Gibbs (the “Loan”). The Loan was entered into on or August 28, 2012, and KeyBank alleged that it was owed outstanding principal of approximately $173,370.80, with additional amounts due for accrued interest, late fees, and attorney fees. Health Education negotiated a repayment plan with KeyBank, entering into a forbearance agreement on or about November 9, 2015, with an effective date of November 5, 2015, pursuant to which Health Education would immediately pay KeyBank $25,578.01, interest only of approximately $914.40 on December 1, 2015, and the full amount due under the loan documents, or approximately $156,506.75 on or before December 31, 2015, with both Health Education and Gibbs signing confessions of judgment to be filed by KeyBank if the agreed amounts were not paid. On November 10, 2015, Health Education paid KeyBank $25,578.01 as agreed.

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

During the three-month ~~months~~period ended ~~April~~October 3031, 2015, the Company issued 9280,~~604~~698,~~070~~325 shares of common stock ~~to KBM Worldwide, Inc. ("KBM")~~ related to ~~three conversions by KBM of a~~ convertible ~~promissory note dated March 19, 2014, for a total of $33,000 in principal and $2,120 of interest~~notes. A conversion on February 9, 2015, converted $11,455 in principal into 2,793,902 shares of the Company's common stock. A conversion on March 4, 2015, converted $9,055 in principal into 2,382,895 shares of the Company's common stock. A conversion on March 23, 2015, converted an additional $12,490 in principal and $2,120 interest into 4,427,273 shares of the Company's common stock. The issuances of these shares were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as there was no general solicitation, and the transactions did not involve a public offering.

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The issuances of these shares were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as there was no general solicitation, and the transactions did not involve a public offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibit No.	Description
2.1	Share Exchange Agreement with Health Education and the Shareholders of Health Education dated September 13, 2013 (incorporated by reference to our Form 8-K filed on September 24, 2013)
3.1	Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on December 19, 2008)
3.2	Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on December 19, 2008)
3.3	Articles of Merger filed with the Nevada Secretary of State on September 9, 2013 with an effective date of September 19, 2013 (incorporated by reference to our Current Report on Form 8-K filed on September 19, 2013)
3.4 (1)	Certificate of Amendment filed with the Nevada Secretary of State on October 6, 2015
3.5 (1)	Certificate of Amendment filed with the Nevada Secretary of State on October 6, 2015
3.6 (1)	Certificate of Amendment filed with the Nevada Secretary of State on December 11, 2015
10.1	License Agreement with Tracy Gibbs for US Patent Number 7,235,390 B2, dated June 14, 2007 (incorporated by reference to our Amendment No. 2 to Current Report on Form 8-K/A filed on December 12, 2013)
10.2	Employment Agreement with Nathan Jenson, dated May 14, 2012 (incorporated by reference to our Amendment No. 2 to Current Report on Form 8-K/A filed on December 12, 2013)
10.3	Office Lease Agreement with Unity Investments, LLC (incorporated by reference to our Amendment No. 2 to Current Report on Form 8-K/A filed on December 12, 2013)
10.4	License and Distribution Agreement with Nutriband USA, LLC, dated March 10, 2013 (incorporated by reference to our Amendment No. 2 to Current Report on Form 8-K/A filed on December 12, 2013)
10.4 (1)	Amended License Agreement with Gennesar Nutraceuticals, LLC d/b/a Genesar Nutraceuticles dated August 25, 2014
10.5	~~License~~Bill ~~Agreement~~of ~~with~~Sale ~~Gennesar~~and ~~Nutraceuticals,~~Assignment ~~LLC~~dated ~~d/b/a~~January ~~Genesar~~26, ~~Nutraceuticles~~2015 (incorporated by reference to our ~~Current Report on~~ Form 8-K filed on ~~November~~February 262, ~~2013~~2015)
10.6	Amended License Agreement with Gennesar Nutraceuticals, LLC d/b/a Genesar Nutraceuticles (incorporated by reference to our Annual Report on Form 10-K filed on November 13, 2014)
10.7	Agreement for Share Exchange dated January 26, 2015 (incorporated by reference to our Form 8-K filed on February 2, 2015)
10.8	Bill of Sale and Assignment dated January 26, 2015 (incorporated by reference to our Form 8-K filed on February 2, 2015)
16.1	Letter from Sadler, Gibb & Associates, L.L.C., dated September 25, 2013 regarding change in registered public accounting firm (incorporated by reference to our Amendment No. 1 to Current Report on Form 8-K/A filed on September 27, 2013)
16.2	Letter from Mantyla McReynolds, LLC, dated May 22, 2014, regarding change in registered public accounting firm (incorporated by reference to our Current Report on Form 8-K filed on May 23, 2014)
21	List of Subsidiaries: Health Education Corporation ~~dba~~d/b/a Nutranomics, a Utah company
31.1 (1)	Certification of Principal Executive Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 (1)	Certification of Principal Accounting Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 (1)	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63
32.2 (1)	Certification of Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63
101.SCH (1)	XBRL Taxonomy Extension Schema Document
101.CAL (1)	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF (1)	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB (1)	XBRL Taxonomy Extension Label Linkbase Document
101.PRE (1)	XBRL Taxonomy Extension Presentation Linkbase Document

(1) Filed herewith

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SIGNATURES

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

	Nutranomics, Inc.
Date: July 13, 2015	By:	/s/ Michael Doron
Date: December 31, 2015	By:	/s/ Tracy Gibbs
		Michael Doron
		Tracy Gibbs
		Chief Executive Officer
		Chief Financial Officer

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

Date: July 13, 2015	/s/ Michael Doron
Date: December 31, 2015	/s/ Tracy Gibbs
	Michael Doron, Chief Executive Officer, Chief Financial Officer, and Director
	Tracy Gibbs, Chief Executive Officer, Chief Financial Officer, and Director
Date: July 13, 2015	/s/ Tracy Gibbs
Date: December 31, 2015	/s/ Tracy Gibbs
	Tracy Gibbs, Director

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