NUTRANOMICS, INC. (Form: 10-Q, Received: 12/31/2015 16:43:00)

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended October 31, 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.

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).

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).

As of December 29, 2015, the issuer had 580,665,512 issued and outstanding shares of common stock, par value of $0.001.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

HEALTH EDUCATION CORPORATION

d.b.a NUTRANOMICS, INC.

Consolidated Balance Sheets

ASSETS

	October 31,			July 31,
	2015			2015
CURRENT ASSETS	(Unaudited)

Cash and cash equivalents	$	56,898		$	90,386
Accounts receivable, net of allowance		96,884			84,296
Prepaid expenses		14,007			7,293
Other current assets		133,018			128,105
Inventory		93,135			122,645

Total Current Assets		393,942			432,725

PROPERTY & EQUIPMENT, net		8,718			10,276

INTANGIBLES, net		3,703			3,703

OTHER ASSETS

Rent deposit		2,000			2,000
Total Assets	$	408,363		$	448,704

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Accounts payable and accrued expenses	$	768,759		$	611,402
Lines of credit		33,497			35,337
Convertible notes payable-current portion net of discount		941,063			519,827
Loan payable-current portion		180,052			181,721
Note Derivative Liability		427,456			93,204
Warrant Liability		90,703			71,815
Related party payable		18,609			15,997
Unearned revenue		102,395			227,919

Total Current Liabilities		2,562,534			1,757,222

LONG-TERM LIABILITIES

Convertible notes payable		71,288			147,170

Total Liabilities		2,633,822			1,904,392

STOCKHOLDERS' DEFICIT

Preferred stock; par value of $.001, 25,000,000 shares authorized;
1,000,000 and 0 shares issued and outstanding at
Oct 31, 2015 and July 31, 2015, respectively		1,000			-
Common stock; par value of $.001, 750,000,000 shares authorized;
532,165,512 and 252,467,187 shares issued and outstanding at
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.

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

	For the Three Months Ended
	October 31,
	2015			2014

REVENUES	$	409,216		$	641,237
COST OF SALES		190,297			299,670

		218,919			341,567

OPERATING EXPENSES

General and administrative		71,265			63,785
Advertising and marketing		15,286			24,771
Professional fees		92,927			59,269
Salaries and wages		374,220			142,307

Total Operating Expenses		553,698			290,132

OPERATING (LOSS)		(334,779	)		51,435

OTHER INCOME (EXPENSE)


Other income		100			-
Change in Fair Value of Derivative		(419,666	)		-
Interest expense		(119,457	)		(90,591	)

Total Other Income (Expense)		(539,023	)		(90,591	)

NET (LOSS) BEFORE INCOME TAXES		(873,802	)		(39,156	)
Provision for income taxes

NET (LOSS)	$	(873,802	)	$	(39,156	)

BASIC AND DILUTED LOSS PER SHARE	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER		495,740,761			52,321,884
OF SHARES OUTSTANDING

Weighted Average Shares Outstanding - Basic and Diluted		495,740,761			52,321,884

NET INCOME (LOSS)		(873,802	)		(39,156	)

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

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HEALTH EDUCATION CORPORATION

d.b.a NUTRANOMICS, INC.

Consolidated Statements of Stockholders' Deficit

	Preferred Stock					Common Stock												Accumulated Other		Total
	Shares		Amount			Shares			Amount			Additional Paid in Capital			Accumulated Deficit			Comprehensive Income		Stockholders' (Deficit)

Balance, July 31, 2014							51,151,766		$	51,153		$	3,337,911		$	(4,757,633	)	$	-	$	(1,368,569	)

Common stock issued for cash							600,000			600			37,390			-					37,990

Common stock issued for share based compensation							43,425,743			43,425			521,110			-					564,535

Additional paid in capital from related party debt settlement													3,989								3,989

Common stock issued for acquisition							3,172,554			3,173			38,070			-					41,243

Common stock issued for related party AES Purchase							44,117,647			44,118			(40,415	)		-					3,703

Common stock for conversion of convertible note principal							109,999,477			109,998			150,089			-					260,087

Net Derivative Liability Issuance and Settlement							-			-			218,813			-					218,813


Net loss for the period ended
July 31, 2015							-			-			-			(1,217,479	)		-		(1,217,479	)

Balance, Jul 31, 2015		-		$	-		252,467,187		$	252,467		$	4,266,957		$	(5,975,112	)	$	-	$	(1,455,688	)

Series A Preferred Stock issued		1,000,000			1,000								-			-					1,000

Commmon stock converted into preferred stock							(1,000,000	)		(1,000	)		-			-					(1,000	)

Common stock for conversion of convertible note principal							280,698,325			280,697			(247,483	)		-					33,214

Net Derivative Liability Issuance and Settlement		-			-		-			-			70,817			-					70,817

Net loss for the period ended
October 31, 2015		-			-		-			-			-			(873,802	)		-		(873,802	)

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.

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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.

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HEALTH EDUCATION CORPORATION

d/b/a NUTRANOMICS, INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

October 31, 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, 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, (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” 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.” The Company sells its own brand of supplements in 19 countries direct to the public. Beyond its sales in both the United States and Canada, the Company maintains sales representatives in the Philippines. The Company maintains multiple trademarks, trade names and patents.

Merger

On September 13, 2013, Buka Ventures, Inc., a Nevada corporation ("Buka") and Health Education Corporation d/b/a Nutranomics, 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.

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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 three months ended October 31, 2015 and 2014, the potentially dilutive shares are anti-dilutive and are thus not added into the loss per share calculations. As of October 31, 2015, there were 952,322,949 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 October 31, 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 three months ended October 31, 2015 and 2014, the Company calculated the amount to be less than 3% 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 $102,395 and $227,919 as of October 31, 2015 and July 31, 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

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.

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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.

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 three months ended October 31, 2015 and 2014, totaled $12,150 and $12,920, 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 three months ended October 31, 2015 and 2014 totaled $0 and $0, respectively.

The Company leased certain machinery and equipment in 2013 and 2012 under an agreement that is classified as an operating lease. The lease expired on July 15, 2013, and is now leased on a month-to-month basis. Rent expense under the operating lease totaled $1,037 and $1,036 at for the nine months ended October 31, 2015 and 2014, respectively.

The future minimum lease payments required under the operating leases as of October 31, 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 three months ended October 31, 2015 and 2014, the officer lent $3,924 and $0 and the Company made payments of $1,312 and $974, respectively. As of October 31, 2015 and July 31, 2015, the Company owed a total of $18,609 and $15,997 in related party payables.

NOTE 8 – LINES OF CREDIT AND LOAN PAYABLE

The Company maintains a Line of Credit with Key Bank (the "Lender"). The Line of Credit was opened on August 28, 2012, with an available $250,000 to be drawn on for one year, not to exceed the principal amount ("draw period"). Once the draw period is completed, advances will no longer be permitted and the Company shall repay the principal and interest outstanding, over 5 years ("repayment period"). The repayment period begins August 28, 2013, after which a minimum monthly payment amount will be determined. The initial interest rate is 5.210%, and is variable. The variable interest rate is based on an independent index which is the "prime rate" as published each business day in the "Money Rates" column of the Wall Street Journal. Interest on the note is computed on a 365/365 simple interest basis, using 1.960% points over the index. The Lender executed a commercial security agreement. With this agreement, the Lender is entitled to a security interest in the Company's inventory, chattel paper, accounts receivable and general intangibles.

In August 2013, the line of credit was converted into a note, and the Company 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

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

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

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

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

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

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

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

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

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

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

In conjunction with the Company’s convertible note issued to Typenex and Typenex’s three promissory notes issued to the Company for the three additional tranches of funding to the Company, the Company issued four warrants for a total number of shares equal to $112,000 ($29,500 for the first warrant corresponding to funding on December 10, 2014, and $27,500 for the other three warrants corresponding to the future tranches of funding by Typenex to the Company) divided by the conversion market price in the Typenex convertible note. The warrants have an exercise price of $0.06, subject to adjustment, and expire on December 2, 2019. Each of the warrants are only 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.

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 October 31, 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.

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On May 12, 2015, KBM Worldwide converted $12,890 of principal related to the April 30, 2014, convertible note, into 8,056,250 shares of the Company's common stock at $ 0.0016 per share. The remaining principal balance due after the conversion was $50,110. On June 6, 2015, KBM Worldwide issued a Notice of Default, which resulted in the principle due being increased to 150% of the principal balance due to the Company’s filing its quarterly SEC report after the filing deadline, and the loan balance increased by $25,055 to $75,165.

On June 2, 2015, the Company entered into a convertible promissory note with Firehole River Capital, LLC for a 12% convertible promissory note with an aggregate principal amount of $27,500 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 holder's option 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 the conversion date. On July 8, 2015 the Company received cash in the amount of $17,400, with the remaining $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 the need for bifurcation into a separate derivative liability valued at fair market value. On July 31, 2015 the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $31,695 and a discount on the note of $27,500.

On June 17, 2015, JMJ Financial converted $6,435 of principal related to the December 10, 2014, convertible note, into 4,500,000 shares of the Company's common stock at $ 0.001430 per share. The remaining principal balance due after the conversion was $58,565.

On June 19, 2015, Typenex Co-Investment, LLC converted $17,059 of principal related to the December 2, 2014, convertible note, into 11,921,055 shares of the Company's common stock at $ 0.001431 per share. The remaining principal balance due after the conversion was $41,941.

On July 15, 2015, KBM Worldwide converted $8,200 of principal related to the April 30, 2014, convertible note, into 8,453,608 shares of the Company's common stock at $ 0.000970 per share. The remaining principal balance due after the conversion was $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

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

At October 31, 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 October 31, 2015, 2,107,554 shares have been issued under the Equity Purchase Agreement representing $137,120 in cash received.

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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 October 31, 2015 this derivative liability had an estimated fair value of $427,456. 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 31, 2015:

Balance at July 31, 2015	$	93,204
Conversions		(70,817	)
Change in Fair Value of Derivative		400,778
Issuances		4,291

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:

	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.

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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 months ended October 31, 2015 and 2015:

	Three Months Ended October 31,
	2015				2014

Americas	$	125,942	30.78	%	$	363,088	56.62	%
North Asia		95,761	23.40			2,020	0.32
Greater China		61,670	15.07			152,105	23.72
South Asia/Pacific		125,417	30.65			123,978	19.33
Middle East		-	-			46	0.01
Europe		426	0.10			-	-
	$	409,216	100.00	%	$	641,237	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	%

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The table below lists revenue generated by each of the Company's product lines during the three months ended October 31, 2015 and 2014:

	Three Months Ended October 31,
	2015					2014

Product Sales		$	406,416	99.32	%		$	634,661	98.97	%
NBA Services			2,800	0.68				6,576	1.03
Educational Services			-	-				-	-
		$	409,216	100.00	%		$	641,237	100.00	%

Significant Customers

Three customer’s make up 50.6% and 36.7% of total sales as of the three months ended October 31, 2015 and 2014, respectively.

NOTE 14 – SUBSEQUENT EVENTS

Management has evaluated subsequent 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:

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.

On or about November 17, 2015, the Company 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. Nutranonics, Inc. and Nutriband, and the Company simultaneously canceled its employment agreement with Mr. Sheridan.

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 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 October 31, 2015, the results of its consolidated statements of comprehensive income/(loss) for the three month periods ended October 31, 2015 and October 31, 2014, and its consolidated cash flows for the three month periods ended October 31, 2015 and October 31, 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-month period ended October 31, 2015 and 2014.

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

2) Nutritional Blood Analysis (NBA) services: 0.68% and 1.03% for the three months ended October 31, 2015 and 2014, respectively.

Our revenues from product sales decreased from $634,661 in the three months ended October 31, 2014, to $406,416 in the three months ended October 31, 2015, a decrease of 35.96% totaling $228,245. The decrease was due to a decrease in product sales with loss of our larger customers. The revenues from NBA services decreased from $6,576 in the three months ended October 31, 2014, to $2,800 in the three months ended October 31, 2015, a decrease of $3,776. The decrease was due to the Company decreasing its efforts in NBA activity in the three months ended October 31, 2015.

Revenues 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 $406,416, or 99.32%, in the three months ended October 31, 2015, as compared to $634,661, or 98.97%, in the comparable period in 2014. The company also derived revenue from NBA services in the amount of $2,800, or .68%, in the three months ended October 31, 2015 as compared to $6,576, or 1.03%, in the three months ended October 31, 2014. The company did not derive revenues from educational services in 2015 or 2014.

Our cost of sales decreased from $299,670 in the three months ended October 31, 2014, to $190,297 in the three months ended October 31, 2015, a decrease of 36.50% totaling $109,373. The decrease directly relates to the decrease in product sales in 2014 and loss of the larger customers with lower profit margins.

Interest expense increased from $90,591 in the three months ended October 31, 2014, to $119,457 in the three months ended October 31, 2015, an increase of 31.86% totaling $28,866. The increase is due to the Company entering into two convertible notes during the 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 months ended October 31, 2015 and 2014, are outlined in the table below:

	The Three Months Ended October 31,
	2015			2014

General and administrative		$	71,265		$	63,785
Advertising and Marketing		$	15,286		$	24,771
Professional fees		$	92,927		$	59,269
Salaries and wages		$	374,220		$	142,307

Our 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.

General and administrative expense increased from $63,785 in the three months ended October 31, 2015, to $71,265 in the comparable period in 2014, an increase of 11.73% totaling $7,480. The decrease is due mostly to decreases in office expenses, supplies, and travel costs offset by bad debt written off in the three months ended October 31, 2015 compared to the same period in 2014.

Advertising and marketing expense decreased from $24,771 in the three months ended October 31, 2014 to $15,286 in the comparable period in 2015, a decrease of 38.29% totaling $9,485. The decrease is due to the Company decreasing their efforts in the three months ended October 31, 2015, compared to the same period in 2014.

Professional fees increased from $59,269 in the three months ended October 31, 2015, to $92,927 in the three months ended October 31, 2014, an increase of 56.79% totaling $33,658. The increase is due increased legal fees associated with litigation, contracts, and convertible notes.

Salaries and wages expenses increased from $142,307 in the three months ended October 31, 2014, to $374,220 during the same period in 2015, an increase of 162.97% totaling $231,913. The increase is due to stock-based compensation paid to former the CEO based upon his resignation.

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Equity Compensation

The Company issued a convertible note with a principal amount of $299,382 dollars to the Company's former CEO during the three months ended October 31, 2015.

Liquidity and Financial Condition

Working Capital
	October 31,			July 31,
	2015			2015

Current Assets	$	393,942		$	432,725
Current Liabilities	$	2,562,534		$	1,757,222
Working Capital (deficit)	$	(2,168,592	)	$	(1,324,497	)

Cash Flows
	The Three Months Ended
	October 31,
	2015				2014

Net Cash Provided by (Used in) Operating Activities		$	(32,827	)		(20,714	)
Net Cash Used in Financing Activities		$	(661	)		24,563
Increase in Cash during the Period		$	(33,488	)		3,849
Cash and Cash Equivalents, End of Period		$	56,898			83,084

The 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.

Cash from operating activities decreased to ($32,827) during the three months ended October 31, 2015, as compared to ($20,714) in the comparable period in 2014. The increase was mostly due to changes in net income (loss), amortization of debt discount, accounts receivable, inventory, unearned revenue and accounts payable.

Cash from financing activities increased to ($661) during the three months ended October 31, 2015, as compared to 24,563 in the comparable period in 2014. The increase was due to an increase in borrowing under convertible notes in the current period.

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Cash used in investing activities were $0 during the three months ended October 31, 2014, and in the same period in 2015. The Company did not have any activity in either prior.

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

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

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

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

As of October 31, 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. 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 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 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, 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 October 31, 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 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.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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 $146,353. 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.

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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 $173,370.80, 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 period ended October 31, 2015, the Company issued 280,698,325 shares of common stock related to convertible notes.

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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 (1)	Amended License Agreement with Gennesar Nutraceuticals, LLC d/b/a Genesar Nutraceuticles dated August 25, 2014
10.5	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 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: December 31, 2015	By:	/s/ Tracy Gibbs
		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: December 31, 2015	/s/ Tracy Gibbs
	Tracy Gibbs, Chief Executive Officer, Chief Financial Officer, and Director

Date: December 31, 2015	/s/ Tracy Gibbs
	Tracy Gibbs, Director

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14

I, Tracy Gibbs, certify that:

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

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

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

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

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

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

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

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

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

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

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

Date: December 31, 2015

/s/ Tracy Gibbs

Tracy Gibbs

Chief Executive Officer

(Principal Executive Officer)

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13a-14

I, Tracy Gibbs, certify that:

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

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

Date: December 31, 2015

/s/ Tracy Gibbs

Tracy Gibbs

Chief Financial Officer

(Principal Financial Officer)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Nutranomics, Inc. (the “Company”), on Form 10-Q for the period ended October 31, 2015, as filed with the Securities and Exchange Commission (the “Report”), I, Tracy Gibbs, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Tracy Gibbs

Tracy Gibbs

Chief Executive Officer

December 31, 2015

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Nutranomics, Inc. (the “Company”), on Form 10-Q for the period ended October 31, 2015, as filed with the Securities and Exchange Commission (the “Report”), I, Tracy Gibbs, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Tracy Gibbs

Tracy Gibbs

Chief Financial Officer

December 31, 2015

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	PART I – FINANCIAL INFORMATION

Item 1	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets (Unaudited) as of October 31, 2015 and July 31, 2015	3
	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 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	25

Item 3	Quantitative and Qualitative Disclosures About Market Risk	31

Item 4	Controls and Procedures	31
	PART II – OTHER INFORMATION

Item 1	Legal Proceedings	33

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 3	Defaults Upon Senior Securities	35

Item 4	Mine Safety Disclosures	35

Item 5	Other Information	35

Item 6	Exhibits	36

Signatures		37