Emergent Health Corp. [EMGE] Filings

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

Emergent Health Corp.

(Exact name of registrant as specified in its charter)

2424 North Federal Highway

Suite 257

Boca Raton, FL 33431

Telephone: 561 961 4344

(Address, including zip code, and telephone number,

including area code, of registrant's principal executive offices)

Laughlin Associates, Inc.

9120 Double Diamond Parkway

Reno, NV 89521

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Jeffrey G. Klein. P.A.

301 Yamato Road

Suite 1240

Boca Raton, FL 33498

Telephone: (561)953-1126

Email: jklein@jkleinlegal.com

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

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.

CALCULATION OF REGISTRATION FEE

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED FEBRUARY 12, 2015

EMERGENT HEALTH CORP.

$7,500,000 OF CONVERTIBLE NOTES
10,000,000 SHARES OF COMMON STOCK UNDERLYING THE NOTES
$3,750,000 Common Stock Purchase Warrants

Emergent Health Corp. ("we", "us", or the "Company"), a Nevada corporation, is offering for sale a maximum of $7,500,000 of convertible notes (the "Notes"). Each Note matures twenty four months following the date of issuance and bears interest at the rate of 12% per year. Interest on the Notes accrues until the maturity date. At the Maturity Date, principal plus accrued interest may be paid in cash or common stock in the Company's sole and absolute discretion. The conversion price for shares of our common stock is $.75 per share. Note holders will also be issued a warrant to purchase one half share of our common stock at $1.00 per share for a period of three years. The number of warrants issued to the Note holders will equal to the dollar amount of each Note. We are not registering the underling common stock purchase warrants. The minimum investment in the Notes that we will accept is $25,000 principal amount. The aggregate offering price of all Notes being offered by us is $7,500,000.

Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding twenty four (24) months after issuance. The conversion price of the Notes will be $0.75 per share. The Company may, at its option elect to convert the Notes in whole or in part at any time if our common shares trade with a daily closing price of $2.00 per share for 30 consecutive trading days.

The notes are not secured by any Company assets.

We will retain the proceeds from the sale of the Notes that are sold by us or participating broker dealers. The offering is being conducted on a best efforts, no minimum basis. This prospectus will permit our officers and directors to sell the Notes directly to the public, with no commission or other remuneration payable to them for any Notes they may sell. The Company may also use the services of registered broker-dealers and pay a commission of 10% of the proceeds raised by these broker-dealers. We may not sell the Notes to the public until this registration statement is declared effective by the Securities and Exchange Commission (the "SEC").

We have no arrangement to place the proceeds from this offering in an escrow, trust or similar account. Any funds raised from sales of the Notes to the public by us pursuant to this offering will be immediately available to us for our use and retained by us regardless of whether or not there are any additional sales under this offering. You will not have the right to withdraw your funds after purchasing the Notes. We may offer and sell these Notes through the method described under "Plan of Distribution" in this prospectus. We will pay all expenses of this registration statement.

Below is a summary of the proceeds from the sale of the Notes after calculating payment of commissions of $750,000 and offering expenses of $80,000 but excluding any proceeds that may be received from the sale of our warrants.

The offering will terminate upon the earlier to occur of: (i) the sale of all of the Securities being offered, or (ii) 365 days after this registration statement is declared effective by the SEC.

(1)

We may retain the services of licensed broker/dealers and compensate these broker/dealers with a cash commission of up to 10% of the proceeds raised by the broker/dealer. To the extent that the Securities are sold by our officers or directors, no commissions will be paid. We have assumed $80,000 in non-commission offering expenses.

(2)

We are offering the Securities on a "best efforts" no minimum basis.

Please read this prospectus carefully. It describes our business, our financial condition and results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision.

You should rely only on information contained in this prospectus. We have not authorized any other person to provide you with different information. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these Securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover.

Our common stock is quoted by OTC Markets OTC Link with an OTC Pink tier under the ticker symbol "EMGE." Our most recent closing stock price, as of February 6, 2015, was $0.75 per share.

We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended.

An investment in our Securities is highly speculative, involves a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See "Risk Factors" beginning on page 6 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is February __, 2015

TABLE OF CONTENTS

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference. This summary sets forth the material terms of this offering, but does not contain all of the information you should consider before investing in our notes. You should read carefully this entire prospectus supplement and the accompanying prospectus, including the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision to purchase our notes, especially the risks of investing in our notes discussed in the section entitled "Risk Factors" in this prospectus supplement as well as the financial statements and notes to those financial statements incorporated by reference into this prospectus supplement and the accompanying prospectus.

"We," "us," "our company," "our," "Emergent Health" and the "Company" refer to Emergent Health Corp., a Nevada Corporation.

Corporate History

We were incorporated, under the name Rolling Stone Retirement Community, Inc. on April 27, 2006, under the laws of the State of Nevada. Pursuant to an agreement dated January 18, 2007, John V. Cappello and Associates, Inc., (JVC), acting as an agent for its designees purchased 95% of the outstanding shares of the issuer's predecessor, Rolling Stone Retirement Community, Inc., which it then distributed to its designees. Upon purchase, John Cappello became our sole officer and director and our business plan became the development and distribution of nutritional and dietary products developed by Dr. Cappello. On May 20, 2007, we amended our corporate charter to change our name from "Rolling Stone Retirement Community, Inc." to "Emergent Health Corp." Our common shares are quoted by the OTC Markets OTC Link with an OTC Pink Tier under the symbol "EMGE".

Pursuant to an agreement dated January 18, 2007, John V. Cappello and Associates (JVC) acting as an agent for its designees purchased 95% of the outstanding shares of our predecessor, Rolling Stone Retirement Community, Inc., which it then distributed to its designees.

On July 9, 2008, we authorized a 50:1 reverse split of its common shares, effective July 19, 2008. A new CUSIP Number 29100Q 209 was granted by NASDAQ. This action reduced the outstanding common shares of the Issuer from 10,279,216 to 206,101.

On January 31, 2008, we made a private placement of a paperless un- certificated Preferred Stock designated Series A. The Series A was for restricted convertible preferred stock priced at $1.00 per share and in the amount of $20,000 for 20,000 shares. It is to yield 7% payable annually on January 31 of each year. It has a conversion ratio of four shares of common for one share of Preferred. The purchaser is an accredited investor, namely; Hamilton Foundation. The Company has redeemed the Series A shares.

On July 24, 2008 we issued 18,000,000 common shares (restricted Rule 144 shares) to its majority shareholder Cappellos, Inc. for multiple past and future efforts dedicated to the success of the Issuer. These included: his non-compensation since inception; no future compensation to the detriment of Issuer's viability; a provision of patent license agreement with no upfront payment; delay of royalties until feasible for payment; and an agreement to continue ongoing support for the Company in consideration of the shares issued.

After the issuance of said shares the total common shares outstanding were 18,206,101.

On July 28, 2008, 1,600,000 shares of common stock were purchased by Seven Palm Investments, LLC (the "Purchaser") from the Issuer for a purchase price of $240,000. The outstanding shares then became 19,806,101. The Issuer had expected to receive payment after issuance of the shares. Due to the financial situation of the Purchaser, a Promissory Note was signed by the Purchaser on September 30, 2008 due June 30, 2009, or shares to be returned. The Note was carried as a questionable receivable on the footnotes of subsequent Balance Sheets. The Issuer sent several demand letters after June 30, 2009 to the Purchaser and full payment of $240,000 was received as of September 30, 2009. A Form D was filed with the Securities and Exchange Commission in August 2009 describing this sale of stock.

On December 31, 2009, an 11-10 forward split became effective increasing our outstanding common shares to 21,786,711.

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On November 12, 2013, Emergent President, John V. Cappello (JVC), experiencing poor health and recognizing the need to attract new management, entered into a Stock Purchase Agreement with Parcae Capital Corporation (Parcae), a Massachusetts company, and Clover Capital Corp (Clover)., a Pennsylvania company controlled by Gregory McCauley. Parcae and Clover agreed to purchase 11,880,000 shares of common stock from JVC for $800,000, restructure the company, install new management, update the Company's books and records, have an audit of the Company's 2012 and 2013 financial statements performed and facilitate the filing of an S-1 Registration Statement with the SEC.

On May 29, 2014, we entered into a consulting agreement with Parcae and Clover. We issued 15,000,000 common shares in total to Parcae and Clover for their services. Their services include assistance with the closing of a May 30, 2014 Amended Stock Purchase Agreement, development of our business plan, accounting services, assisting with regulatory filings and assisting the Company with its capital formation activities.

On August 27, 2014, the Stock Purchase Agreement closed and Stephen Hussey and Kimberly Halvorson joined our management team. On September 13, 2014 John Launie was appointed the Company's Chief Financial Officer.

In December 2014, Scott Maguire Chairman, John Launie, Robert S. McCoy Jr., Dr. David P. Jones, and Kevin Harrington were elected to our Board of Directors. In connection therewith, on January 14, 2015, Stephen Hussey resigned as our chief executive officer, and on January 21, 2015 John Launie was appointed as our new President and Chief Executive Officer.

In November and December 2014, the Company raised $200,000.00 through a subscription agreement. The Company authorized the issuance of 930,000 shares of restricted Rule 144 common stock. The securities were exempt from registration under Section 4(2) of the Securities Act. All investors were accredited investors and were provided with all requested information before investing.

Our Business

We are engaged in the development and commercialization of nutritional products through approximately 950 distributors/customers who participate in our multi-level marketing program.

We have a website at www.emergenthealth.com. Information contained in, or accessible through, our website does not constitute part of this prospectus.

For the years ending December 31, 2013, and nine months ending September 30, 2014, we generated gross revenues of $1,540,712 and $712,847, respectively. We had net income of $121,027 and incurred a net loss of ($184,045) for the year ending December 31, 2013 and nine months ending September 30, 2014, respectively.

Our principal executive office is located at 2424 North Federal Highway, Suite 257, Boca Raton, FL 33431. Our telephone number is 561-961-4344.

Risk Factors

An investment in our securities involves a high degree of risk. You are urged to see the principal risk factors that we have identified under the heading "Risk Factors".

Implications of Being an Emerging Growth Company

We qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

We have already taken advantage of these reduced reporting burdens in this prospectus, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

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In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act") for complying with new or revised accounting standards. We have elected not to use the extended transition period provided above and therefore our financial statements may not be comparable to companies that comply with public company effective dates.

We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

For more details regarding this exemption, see "Management's Discussion and Analysis of Financial Condition and Results of Operations."

THE OFFERING

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Financial Summary

Because this is only a financial summary, it does not contain all the financial information that may be important to you. Therefore, you should carefully read all the information in this prospectus, including the financial statements and their explanatory notes before making an investment decision.

Because this is only a financial summary, it does not contain all the financial information that may be important to you. Therefore, you should carefully read all the information in this prospectus, including the financial statements and their explanatory notes before making an investment decision.

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RISK FACTORS

You should carefully consider the risks described below together with all of the other information included in this prospectus before making an investment decision with regard to an investment in the Notes. The statements contained in or incorporated herein that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, you may lose all or part of your investment.

The risks and uncertainties described below are not the only ones we face. Additional risk factors and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known or that we currently deem immaterial may also impair our business operations. If any of the following risks actually occur, our business could be materially adversely affected, in such case, we may not be able to proceed with our planned operations and you may lose your entire investment.

We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Risks Related to Our Financial Condition

It is possible investors may lose their entire investment.

Prospective investors should be aware that if we are not successful in our endeavors, your entire investment in the Company could become worthless. Even if we are successful, there can be no assurances that we will generate sufficient cash flow to honor our financial conditions as set forth in the Notes.

We may not be successful in developing profitable business operations.

We are a developmental stage company. We will be dependent upon the expansion of our distribution network and product acceptance in order to finance ongoing operations and to satisfy our debt obligations. Our business operations must be considered in light of the risks, expenses and difficulties frequently encountered with a developmental stage company competing in a market with competitors with broad brand recognition and significant capital to support and promote their products. There is nothing at this time on which to base an assumption that our business operations will be successful in the long-term. Our future operating results will depend on many factors, including:

We have limited capital and will need to raise additional capital in the future.

We do not currently have sufficient capital to fund our planned growth. We may be unable to obtain additional capital when required. Future business development activities, as well as our administrative requirements (such as salaries, insurance expenses and general overhead expenses, as well as legal compliance costs and accounting expenses) will require a substantial amount of additional capital and cash flow.

We may pursue sources of additional capital through various financing transactions or arrangements, including joint venturing of projects, debt financing, equity financing or other means. We may not be successful in identifying suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means. If we do not succeed in raising additional capital, our resources may not be sufficient to fund our planned operations.

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Any additional capital raised through the sale of equity may dilute the ownership percentage of our stockholders. Raising any such capital could also result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool of outstanding equity. The terms of securities we issue in future capital transactions may be more favorable to our new investors, and may include preferences, superior voting rights and the issuance of other derivative securities, and issuances of incentive awards under equity employee incentive plans, which may have a further dilutive effect.

Our ability to obtain financing, if and when necessary, may be impaired by such factors as the capital markets (both generally and in our industry in particular) national unemployment rates and the departure of key employees. Further, economic downturns will likely decrease our revenues. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs (even to the extent that we reduce our operations), we may be required to cease our operations, divest our assets at unattractive prices or obtain financing on unattractive terms.

Expenses required to operate as a public company will reduce funds available to develop our business and could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition.

Operating as a public company is more expensive than operating as a private company, including additional funds required to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned. We may also be required to hire additional staff to comply with additional SEC reporting requirements. We anticipate that these costs will be approximately $60,000 annually. Our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our results of operations, cash flow and financial condition. If we fail to meet these requirements, we will be unable to secure a qualification for quotation of our Notes or Common Stock on the OTC Markets OTCQB, or if we have secured a qualification, we may lose the qualification and our Notes would no longer trade on the OTC Markets OTCQB. Further, if we fail to meet these obligations and consequently fail to satisfy our SEC reporting obligations, investors will then hold Notes in a company that does not provide the disclosure available in quarterly, annual reports and other required SEC reports that would be otherwise publicly available.

Our cash flow may not be sufficient to y to satisfy contractual obligations as set forth in the Debentures.

Unless we significantly expand operations and increase our available cash reserves, it is unlikely that we will be able to satisfy the terms and conditions of the convertible notes which will result in a default. If we default on these obligations, we may be required to file for protection from our investors and other creditors. Should this happen, you may lose your entire investment.

Risks Related to Our Business

We purchase 100% of our raw materials from one supplier and 84% of our finished goods from one supplier.

During the year ended December 31, 2013, and the nine months ended September 30, 2014, we purchased 100% of our raw materials from one supplier and 84% of our finished goods from one supplier. A shortage in the supply of key raw materials used in our products could increase our costs or adversely affect our sales and revenues. Our inability to obtain adequate supplies of raw materials in a timely manner or a material increase in the price of the raw materials used in our products could have a material adverse effect on our business, financial condition and results of operations.

If the products we sell do not have the healthful effects intended, our business may suffer. Could lead to government sanctions people if product does not work.

In general, our products contain food, vitamins, minerals and nutritional supplements which are classified in the United States as "dietary supplements" and do not currently require approval from the FDA or other regulatory agencies prior to sale. Many of our products contain innovative ingredients or combinations of ingredients. There is little long-term experience with human or other animal consumption of certain of these ingredients or combinations thereof in concentrated form. Our products could have certain side effects if not taken as directed or if taken by a consumer that has certain medical conditions. Furthermore, there can be no assurance that any of the products, even when used as directed, will have the effects intended or will not have harmful side effects.

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Expanding our distribution network program will be a significant element of our growth strategy.

We will rely on participants in our Network Marketing program to distribute a significant portion of our products. We have been able to draw approximately 950 distributors/customers to our program. However, we must significantly increase the number of distributors to significantly expand our business model. A significant element of our growth strategy will be to secure network members who will drive sales of our products. Even with an expanding network program in place, there can be no assurance that we will expand our presence in all markets. We may not be able to develop, maintain, motivate, retain or sustain our network. If our Network program is not successful, our operations will be adversely affected.

Our success will depend on external factors in the nutritional and dietary supplement industries.

The success of our current and planned products is highly unpredictable and success depends on identifying and reaching ever evolving consumer tastes and desires. The commercial success of a nutritional supplement also depends upon:

The scientific support for our products is subject to uncertainty.

Our research, scientific knowledge and clinical testing supporting the nutritional benefits of our products is an essential element of our ability to legally market our products. We believe that our own findings, the results of the third party studies performed and our research are sound and that we have a reasonable basis to rely on them in marketing our products. There is, however, the risk that new or undiscovered information may become available that may undermine or refute our scientific support. A reduction in the credibility of our scientific support for the nutritional benefits of our products could have a material adverse effect on our operations and financial conditions.

If our products do not achieve the expected results, we may face litigation from customers and government regulators.

We cannot guarantee that all customers will benefit from the use of our products. However, if a large number of clients do not achieve quantifiable results from the use of our products, we may be subject to lawsuits or regulatory sanctions regarding the benefits of our products.

There is no third party oversight over the manufacturer of our products.

Are products are manufactured in an FDA approved facility. While these facilities are inspected by the FDA, FDA inspections may not be conducted on a regular basis. As such, there can be no assurance that the FDA will identify any contaminants in our manufacturer. Further we do not have an independent third party to regularly inspect the facility nor does management regularly visit the facility to conduct a quality control review. As such, there is a risk that the quality of our products may decline, contaminants may exist in the manufacturing process. Should this happen, we may face litigation or an FDA investigation.

We may be exposed to material product liability claims, which could increase our costs and adversely affect our reputation and business.

As a distributor of products intended for human consumption, we are subject to product liability claims if the use of our products for others is alleged to have resulted in injury. Our products consist of vitamins, minerals, herbs and other ingredients that are classified as dietary and nutrition supplements and in most cases are not subject to pre-market regulatory approval in the United States or internationally. Previously unknown adverse reactions resulting from human consumption of these ingredients could occur.

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Our insurance coverage may not be sufficient to cover our legal claims or other losses that we may incur in the future.

We maintain insurance in the amount of $1,000,000 from insurance carrier AIG for product liability to protect ourselves against potential loss exposures. There is no assurance that our insurance will be sufficient to cover any claims that are asserted against us. In the future, insurance coverage may not be available at adequate levels or on adequate terms to cover potential losses, including on terms that meet our customer's requirements. If insurance coverage is inadequate or unavailable, we may face claims that exceed coverage limits or that are not covered, which could increase our costs and adversely affect our operating results.

Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products and brand.

We have invested resources to protect our brands and intellectual property rights. However, we may be unable or unwilling to strictly enforce our intellectual property rights, including our trademarks, from infringement. Our failure to enforce our intellectual property rights could diminish the value of our brands and product offerings and harm our business and future growth prospects.

We may be subject to intellectual property rights claims, which are costly to defend, could require us to pay damages and could limit our ability to sell some of our products.

Our industry is characterized by vigorous pursuit and protection of intellectual property rights, which has resulted in protracted and expensive litigation for several companies. Third parties may assert claims of misappropriation of trade secrets or infringement of intellectual property rights against us or against our end customers or partners for which we may be liable.

As our business expands, the number of products and competitors in our markets increases and product overlaps occur, infringement claims may increase in number and significance. Intellectual property lawsuits are subject to inherent uncertainties due to the complexity of the technical issues involved, and we cannot be certain that we would be successful in defending ourselves against intellectual property claims. Further, many potential litigants have the capability to dedicate substantially greater resources than we can to enforce their intellectual property rights and to defend claims that may be brought against them. Furthermore, a successful claimant could secure a judgment that requires us to pay substantial damages or prevents us from distributing products or performing certain services.

If we fail to develop our brand names cost-effectively, our business may be adversely affected.

The success of our products marketed under our brand names is dependent upon the effectiveness of our marketing efforts. Brand promotion activities may not yield increased revenue, and even if they do, any increased revenue may not offset the expenses incurred in building the brands. If we fail to successfully promote and maintain our brands, or incur substantial expenses in an unsuccessful attempt to promote and maintain our brands, we may fail to attract enough new customers or retain our existing customers to the extent necessary to realize a sufficient return on our brand-building efforts, and our business and results of operations could suffer.

We are required to make quarterly royalty payments.

We own the exclusive rights to distribute our products in the United States. We are required to make royalty payments on our Net Sales (Gross sales less taxes and freight). If we fail to pay the required royalties or do not meet minimum sales and royalty payments, our Licensor can terminate the license agreement in which case our operations will terminate.

Sales of our each product must increase 15% per annum or we may lose the right to distribute that product.

Sales of each product must increase 15% per annum. If product sales do not exceed 15% of the prior year's sales, the Licensor has the right to terminate the license as to that product or we may forfeit the exclusive right to market that product.

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Adverse publicity or consumer perception of our products and any similar products distributed by others could harm our reputation and adversely affect our sales and revenues.

We believe we are highly dependent upon positive consumer perceptions of the safety and quality of our products as well as similar products distributed by other nutrition supplement companies. Consumer perception of nutrition supplements and our products in particular can be substantially influenced by scientific research or findings, national media attention and other publicity about product use. Adverse publicity from these sources regarding the safety, quality or efficacy of nutritional supplements and our products could harm our reputation and results of operations. The mere publication of news articles or reports asserting that such products may be harmful or questioning their efficacy could have a material adverse effect on our business, financial condition and results of operations, regardless of whether such news articles or reports are scientifically supported or whether the claimed harmful effects would be present at the dosages recommended for such products.

We are in competition with companies that are larger, more established and better capitalized than we are.

The nutritional and dietary supplement industries are highly competitive, rapidly evolving and subject to constant change. The number of competitors in both industries is virtually endless. We expect that if our products establish a market niche, competition will arise from a variety of sources, from large multinationals like GNC and Vitamin World, to the myriad of other smaller national and regional dietary and nutritional supplements.

Many of our potential competitors have:

We face competition in the health food channel from a limited number of large nationally known companies, multi-level marketers, private label brands and many smaller distributors of dietary and nutrition supplements and in the mass-market distribution channel and others. Mass-market chains represent substantial sources of income for our competitors and the mass-market merchants often support their own labels at the expense of other brands. As such, the growth of our brands within food, drug, and general mass-market merchants is highly competitive and uncertain. If we cannot compete effectively, we may not be profitable.

We believe that existing industry competitors are likely to continue to expand their product offerings. Moreover, because there are few, if any, substantial barriers to entry, we expect that new competitors are likely to enter both markets. We cannot be certain that we will be able to compete successfully in this extremely competitive market.

If we are unable to develop and later market our products under development in a timely manner or at all, or if competitors develop or introduce similar products that achieve commercialization before our products enter the market, the demand for our products may decrease or the products could become obsolete.

Our products will operate in competitive markets, where competitors may already be well established. We expect that competitors will continue to innovate and to develop and introduce similar products that could be competitive in both price and performance. Competitors may succeed in developing or introducing similar products earlier than, obtaining regulatory approvals and clearances for such products before our products are approved and cleared, or developing more effective products. In addition, competitors may have products, which may achieve commercialization before our products enter the market.

We may experience greater than expected product returns, which might adversely affect our sales and results of operations.

Product returns are a customary part of our business. During the years ending December 31, 2013 and nine months ended September 30, 2014, we had product returns of $15,348 and $4,083, respectively. Products may be returned for various reasons, including expiration dates or lack of sufficient sales volume. Any increase in product returns could reduce our results of operations.

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We may not be able to anticipate consumer preferences and trends within the diet and nutritional industry, which could negatively affect acceptance of our products by retailers and consumers and result in a significant decrease in our revenues.

The products sold under our brand names must appeal to a broad range of consumers, whose preferences cannot be predicted with certainty and are subject to rapid change. Products sold under our brand names will need to successfully meet constantly changing consumer demands. If our products are not successfully received by distributors and consumers, our business, financial condition, results of operations and prospects may be harmed.

The purchase of our products is discretionary, and may be negatively impacted by adverse trends in the general economy which would make it more difficult for us to sell our products.

Our business is affected by general economic conditions since our products are discretionary and we depend, to a significant extent, upon a number of factors relating to discretionary consumer spending. These factors include economic conditions and perceptions of such conditions by consumers, employment rates, level of consumers' disposable income, business conditions, interest rates, consumer debt levels and availability of credit. Consumer spending on our products may be adversely affected by changes in general economic conditions.

The success of our business depends on our ability to market and advertise our products effectively.

Our ability to establish effective marketing and advertising campaigns is the key to our success. Our advertisements promote our corporate image, our dietary and nutritional products and the pricing of such products. If we are unable to increase awareness of our brands and our products, we may not be able to attract new distributors for our products. Our marketing activities may not be successful in promoting the products we sell or pricing strategies or in retaining and increasing our distributor base. We cannot assure you that our marketing programs will be adequate to support our future growth, which may result in a material adverse effect on our results of operations.

We face uncertainty and costly compliance with government regulations.

The manufacturing, processing, formulating, packaging, labeling, distributing, selling and advertising of our products are subject to regulation by one or more federal agencies. The most active regulation has been administered by The Food and Drug Administration (hereinafter the "FDA") which regulates our products pursuant to the Federal Food, Drug and Cosmetic Act (hereinafter the "FDCA") and regulations promulgated thereunder. In particular, the FDA regulates the safety, manufacturing, labeling and distribution of dietary supplements, including vitamins, minerals and herbs, food additives, food supplements, over-the-counter drugs and prescription drugs, medical devices and cosmetics. In addition, the Federal Trade Commission (hereinafter the "FTC") has overlapping jurisdiction with the FDA to regulate the labeling, promotion and advertising of dietary supplements, over the counter drugs, cosmetics and foods.

Compliance with applicable FDA and any state or local statute is critical. Although we believe that we will be in compliance with applicable statutes, there can be no assurance that, should the FDA amend its guidelines or impose more stringent interpretations of current laws or regulations, we would be able to comply with these new guidelines. We are unable to predict the nature of such future laws, regulations, interpretations or applications, nor can we predict what effect additional governmental regulations or administrative orders, when and if promulgated, would have on our business in the future. These regulations could, however, require the reformation of our products to meet new standards, market withdrawal or discontinuation of certain products not able to be reformulated.

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Advertising of dietary supplement products is subject to regulation by the FTC under the Federal Trade Commission Act (hereinafter the "FTCA"). Section 5 of the FTCA prohibits unfair methods of competition and unfair or deceptive trade acts or practices in or affecting commerce. Section 12 of the FTCA provides that the dissemination or the causing to be disseminated of any false advertising pertaining to drugs or foods, which would include dietary supplements, is an unfair or deceptive act or practice. Under the FTC's Substantiation Doctrine, an advertiser is required to have a "reasonable basis" for all objective product claims before the claims are made. Pursuant to this FTC requirement, we are required to have adequate substantiation of all material advertising claims made for its products. Failure to adequately substantiate claims may be considered either deceptive or unfair practices. In addition, we are subject to regulation by the U.S. Food and Drug Administration (FDA) and the U.S. Department of Agriculture (USDA), state and local authorities and foreign governmental agencies. In addition, the adoption of new regulations or changes in the interpretations of existing regulations may result in significant compliance costs or discontinuation of product sales and may negatively impact the marketing of our products, resulting in significant loss of sales revenues. Our failure to comply with these current and new regulations could lead to the imposition of significant penalties or claims, limit the production or marketing of any non-compliant products or advertising and could negatively impact our business.

Risks Related To Our Management

Should we lose the services of John Launie, our president, Chief Executive Officer, Chief Financial Officer and Director, our financial condition and proposed expansion may be negatively impacted.

Our future depends on the continued contributions of John Launie, our Chief Executive Officer, Chief Financial Officer and Director who would be difficult to replace. The services of Mr. Launie are critical to our business and operations. Additionally, we do not maintain key man life insurance on him. Should we lose the services of Mr. Launie we may be unable to replace his services with equally competent and experienced personnel, our operational goals and strategies may be adversely affected, which will negatively affect our potential revenues.

We will incur additional costs and management time related expenses pertaining to SEC reporting obligations and SEC compliance matter and our management has no experience in such matters.

John Launie, our president, Chief Executive Officer, Chief Financial Officer and Director is responsible for managing and overseeing our business operations. He is also familiar with SEC reporting obligations and maintaining disclosure controls and procedures and internal control over financial reporting. These public reporting requirements and controls are new to our management and at times will require us to obtain outside assistance from legal, accounting or other professionals that will increase our costs of doing business. Should we fail to comply with SEC reporting and internal controls and procedures, we may be subject to securities law violations that may result in additional compliance costs or costs associated with SEC judgments or fines, both of which will increase our costs and negatively affect our potential profitability and our ability to conduct our business.

Because we do not have an audit, nominating or compensation committee, shareholders we will rely on the entire Board those decisions otherwise undertaken by committees of the Board of Directors. .

We do not have an audit, nominating or compensation committee. Our Board of Directors as a whole performs these functions. Because all members of our Board are not independent, potential conflicts of interest between the directors may create business decisions that may not be in the best interests of our shareholders. Until we have an audit committee or independent directors, there may less oversight of management decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.

We may be unable to attract and retain qualified, experienced, highly skilled personnel, which could adversely affect our operations.

Our success depends to a significant degree upon our ability to attract, retain and motivate skilled and qualified personnel. As we become a more mature company, we may find recruiting and retention efforts more challenging. If we do not succeed in attracting, hiring and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow effectively. The loss of any key employee, including members of our senior management team, and our inability to attract highly skilled personnel with sufficient experience in our field could harm our business.

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We are an "emerging growth company" and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make an investment in our securities less attractive to investors.

We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although we could lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following June 30. We cannot predict if investors will find an investment in our securities less attractive because we may rely on these exemptions. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

Risks Relating to the Note and Warrants

There is no trading market for the Notes and we do not intend to develop a trading market for the Notes in the future.

The Notes are new securities and there is currently no established market for the Notes. Accordingly, the Notes are an illiquid investment. We do not intend to apply for a listing of the notes on any securities exchange or any automated dealer quotation system.

We may be unable to repay the Notes.

We may not be able to refinance the principal and interest due on the Notes should we desire to do so and/or may not have generated enough cash from operations to meet the obligation to repay the Notes. There is no guarantee that we will be able to repay the outstanding principal and interest due on the Notes on the Maturity Date.

We have the right to force investors to convert the Notes at our option under certain circumstances.

We may, at our option, elect to convert the Notes in whole or in part at any time if our common shares trade with a daily closing price of $2.00 or more per share for 30 consecutive trading days. In such event the Notes will convert into our common shares at the price of $0.75 per share. See "Description of Notes". If we elect to exercise this option, you will not be entitled to continue to hold the Notes we select for conversion, such notes will be converted into shares of our common stock at the conversion price of $0.75 per share, and interest on the notes so converted will cease to accrue.

We have the right to pay accrued interest on the Notes in our common stock.

The Company may pay accrued interest due and owing on our stock in shares of our common stock at a conversion price of $.75 per share. You will receive restricted shares of our common stock. Restricted stock is not freely transferable. As such, there may not be liquidity in the common stock that we issue. Further, if the common stock is trading at less than the conversion price, it is unlikely that you will be able to sell these shares until the market price is greater than the conversion price of which there can be no assurance.

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We have made only limited covenants in the Notes, and these limited covenants may not protect your investment.

The terms of the Notes do not:

Furthermore, the Notes contain no protections in the event of many types of transactions, such as acquisitions, refinancing or recapitalizations that could substantially affect our capital structure and the value of the Notes and our common stock but will not require us to repurchase the Notes. For these reasons, you should not consider the Notes to be a high risk investment.

The Notes will not have any covenant restriction protections

The terms of the Notes do not restrict us or from incurring additional indebtedness for borrowed money or otherwise from mortgaging, pledging or charging our real or personal property or properties to secure any indebtedness or other financing. The terms of the Notes do not contain any provisions specifically intended to protect holders of the Notes in the event of a future leveraged transaction involving us.

If you hold the Notes, you will not be entitled to any rights with respect to our common shares, but you will be subject to all changes made with respect to our common shares.

If you hold the Notes, you will not be entitled to any rights with respect to our common shares (including, without limitation, voting rights and rights to receive any dividends or other distributions on our common shares, other than extraordinary dividends that our Board of Directors designates as payable to the holders of the Notes), but if you subsequently convert your Notes into common shares, you will be subject to all changes affecting the common shares. You will have rights with respect to our common shares only if and when we deliver common shares to you upon conversion of your Notes and, to a limited extent, under the conversion rate adjustments applicable to the Notes. For example, in the event that an amendment is proposed to our charter documents requiring shareholder approval and the record date for determining the shareholders of record entitled to vote on the amendment occurs prior to delivery of common shares to you, you will not be entitled to vote on the amendment, although you will nevertheless be subject to any changes in the powers or rights of our common shares that result from such amendment.

We may not be able to refinance the Notes if required or if we so desire.

We may need or desire to refinance all or a portion of the Notes or any other future indebtedness that we incur on or before the Maturity Date of the Notes. There can be no assurance that we will be able to refinance any of our indebtedness on commercially reasonable terms, if at all.

There is a credit risk associated with payment of the principal and interest on the Notes.

The likelihood that purchasers of the Notes will receive payments owing to them under the terms of the Notes will depend on our financial health and creditworthiness.

Our warrants have a term of three years.

Our warrants will expire three years from the date of issuance in which case they will become worthless.

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We are not registering our warrants or the shares exercisable upon exercise of the warrants.

We are not registering our warrants or the shares of common stock exercisable upon exercise of the warrants. As such, if you exercise the warrants you will receive legended shares of our common stock. You will not be able to transfer the shares issuable upon exercise of the warrants except pursuant to Rule 144. There can be no assurance that you will be able to utilize Rule 144 and have the legend removed from the share certificates.

Risks Related to Our Common Stock

The offering price of the Notes should not be used as an indicator of the future market price of the Notes. The offering price bears no relationship to our actual value, and may make our shares difficult to sell.

The offering prince in the private offering price bears no relationship to the book value, assets or earnings of our company or any other recognized criteria of value. As such, investors may be unable to sell any Securities or make any profit from the investment.

Investors will experience dilution of the common shares issuable upon conversion of the Notes if we issue common shares in the future.

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders and investors whose Notes are converted. We are currently authorized to issue an aggregate of 200,000,000 shares of common stock, par value $0.001 per share and 20,000,000 shares of preferred stock, par value $0.001 per share. We presently have 41,930,000 common shares and no preferred shares outstanding. As such, we may issue an additional 158,070,000 common shares and 20,000,000 preferred shares.

Our common stock is thinly traded, so you may be unable to sell at or near asking prices or at all if you need to sell our Common Stock to raise money or otherwise desire to liquidate your shares.

Currently, the Company's common stock is quoted in the OTC Pink Tier and future trading volume may be limited by the fact that many major institutional investment funds, including mutual funds, as well as individual investors follow a policy of not investing in OTC stocks and certain major brokerage firms restrict their brokers from recommending OTC stocks because they are considered speculative, volatile and thinly traded. The OTC market is an inter-dealer market much less regulated than the major exchanges and our common stock is subject to abuses, volatility and shorting. Thus, there is currently no broadly followed and established trading market for the Company's Common Stock. An established trading market may never develop or be maintained. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders. Absence of an active trading market reduces the liquidity of the shares traded there.

Our Common Stock is subject to price volatility unrelated to our operations.

The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting the Company's competitors or the Company itself. In addition, the OTC is subject to extreme price and volume fluctuations in general. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

Our common stock is considered a penny stock, which may be subject to restrictions on marketability and could cause investors to not be able to sell their shares if their Note is converted.

We are subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their Securities.

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Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell the securities and may affect your ability to resell the Securities.

Clearing Brokers may Decline to Deposit the Shares in the Subscriber's Account.

Clearing brokers may decline to deposit a stock certificate for a security that (1) is a penny stock or (2) has stale or incomplete filings with the U.S. Securities and Exchange Commission (SEC) or with Canada's System for Electronic Document Analysis and Retrieval (SEDAR). Moreover, in the event that a company files with the OTCBB, Subscriber's clearing broker may decline to even consider depositing such company's securities. In addition to these conditions and limitations, the clearing broker may subject The Company's securities to additional review before accepting such securities for deposit. This review process may (1) take up to two weeks or longer, and (2) may include research into the Company or investors. . The characteristics that may trigger additional review include (1) low price of the security or securities under review; (2) large number of shares being deposited with clearing broker into your account.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled "Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Business." These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in the section captioned "Risk Factors" above.

In some cases, you can identify forward-looking statements by terms such as "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "projects," "should," "would" and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our estimates and assumptions only as of the date of this prospectus. You should read this prospectus and the documents that we reference in this prospectus, or that we filed as exhibits to the registration statement of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

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DESCRIPTION OF THE NOTES

The following information contains a description of the Notes being offered:

The summary of certain terms and provisions of the Notes set forth below is qualified in its entirety by reference to the detailed provisions of the Notes, the forms of which are filed with the registration statement, of which this prospectus is a part, as exhibits and incorporated herein by reference.

General

The Notes:

Optional Conversion of the Holder

A holder of the Notes may convert any outstanding amount due on the Notes at any time until the Maturity Date into shares of our common stock at a conversion price of $0.75 per share of common stock (the "Conversion Price"). We will not issue any fraction of a share of common stock upon any conversion. Instead, we will round such fraction of a share of common stock down to the nearest whole share. We will pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of common stock upon conversion of the Notes. In general, conversion will result in the holder not receiving any additional interest which the holder could receive if it holds the Notes until the Maturity Date.

Mandatory Conversion

We may, at our option, elect to convert the Notes in whole or in part at any time if our common shares trade with a daily closing price of $2.00 per share for 30 consecutive trading days. In such event the Notes will convert into our common shares at the price of $0.75 per share.

Adjustment in the Conversion Price.

The Conversion Price will be adjusted in the case of any reorganization, recapitalization, stock split, reclassification or merger.

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In case the Corporation shall: (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the Conversion Price shall be adjusted so that the Conversion Price of the Note shall be adjusted so that holder of the Note shall be entitled to receive the kind and number of Shares which the Holder would be entitled to receive had such Note been converted prior to the reorganization, recapitalization, stock split, reclassification or similar corporate action,. Any adjustment in the Conversion Price shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

Conversion Mechanics

To convert any portion of the Notes, the holder must deliver a conversion notice to us and, if required, surrender the Note to us as soon as practicable. Within one trading day following the date of receipt of a conversion notice, we will send a confirmation of receipt of the conversion notice to the holder of the Note and our transfer agent and, within three trading days following the receipt of the conversion notice, we will issue and deliver to the address as specified in the conversion notice, a certificate, registered in the name of the holder or its designee, for the number of shares of our common stock that the holder will be entitled to.

If a Note is physically surrendered for conversion and the outstanding principal of the Note is greater than the principal portion of the conversion amount being converted, then we will, within three trading days after receipt of the Note and at our own expense, issue and deliver to the holder a new Note representing the outstanding principal not converted. The person or persons entitled to receive the shares of our common stock issuable upon a conversion of the Note will be treated for all purposes as the record holder or holders of shares of our common stock on the conversion date.

Interest

We will pay interest on the Notes at a rate of 12.00% per annum payable on the Maturity Date. Interest will accrue on the Notes from, and including, the investment date of each respective note until the Maturity Date. We will pay interest on the Notes on the basis of a 360-day year consisting of twelve 30-day months.

Event of Default

Each of the following constitutes a default under the Notes:

Upon an Event of Default of the Notes, the Holder may declare all amounts of principal and interest immediately due and payable. Interest shall accrue from the date of any Event of Default on the amount in default at a rate of eighteen percent (18%) per annum, not to exceed the highest lawful rate. We will reimburse the Holder for any reasonable costs and attorneys' fees incurred by the Holder in connection with the enforcement or preservation of any rights or remedies under the Note. In the event of a lawsuit or arbitration proceeding, the prevailing party is entitled to recover costs and reasonable attorneys' fees incurred in connection with the lawsuit or arbitration proceeding, as determined by the court or arbitrator. In the event that any case is commenced by or against the Company under the Bankruptcy Code (Title 11, United States Code) or any similar or successor statute, the Holder is entitled to recover costs and reasonable attorneys' fees incurred by the Holder related to the preservation, protection, or enforcement of any rights of the Holder in such a case. As used herein, "attorneys' fees" includes the allocated costs of the Holder's in-house counsel.

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Covenants and Restrictions

The Notes contain the following additional terms and conditions:

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USE OF PROCEEDS

This is a best efforts offering. Assuming we sell the maximum number of the notes we are offering, we will receive net proceeds of approximately $6,670,000 0 after the deduction of offering expenses of approximately $80,000. The summary of our anticipated use of proceeds from the Notes is shown below:

———————

The information above represents our estimate of our intended allocation of the net proceeds from this offering, including funding for our working capital requirements. We intend, however, to maintain flexibility with respect to our use of the offering proceeds. Our actual use of the proceeds is at our discretion and may vary depending upon a number of factors, which we are not able to predict at this time. Unforeseen circumstances, changes in competitive conditions, general business conditions, down turns in the economy and other factors, may lead us to change the use of proceeds amounts.

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DILUTION

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Net tangible book value after the offering after expenses is the amount that results from adding the offering proceeds less offering expenses to the net tangible book value before the offering. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.

The net tangible book value per share before the offering as of September 30, 2014 is $0.022. The net tangible book value per share after the distribution is $0.148 if 100% of the offering is sold; $0.121 if 75% of the offering is sold; $0.092 if 50% of the offering is sold; and $0.059 if only 25% of the offering is sold.

The amount of the increase in such net tangible book value per share attributable to the cash payments made by purchasers of the shares being offered is $0.126 if 100% of the offering is sold; $0.099 if 75% of the offering is sold; $0.070 if 50% of the offering is sold; and $0.037 if only 25% of the offering is sold, and

The amount of the immediate dilution from the public offering price which will be absorbed by such purchasers is $0.602 if 100% of the offering is sold; $0.629 if 75% of the offering is sold; $0.658 if 50% of the offering is sold; and $0.691 if only 25% of the offering is sold.

The following table sets forth the amount of dilution you will experience based upon the percentage of the shares of common stock sold in this offering. The following table is based on the number of issued and outstanding shares of common stock as of December 31, 2014.

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MARKET FOR OUR SECURITIES AND RELATED SHAREHOLDER MATTERS

Public Market for Common Stock

Our common stock has been quoted by OTC Markets OTC Link since January 2, 2008 with the OTC Pink tier under the symbol EMGE. Between January 2, 2008 and July 27, 2009 we traded under the symbol EMGE. The OTC Markets OTC Link is a quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter ("OTC"), equity securities. An OTC equity security is generally any equity that is not listed or traded on a national securities exchange. The following table shows, for the periods indicated, the high and low bid prices per share of our common stock as reported by the OTC quotation service. These bid prices represent prices quoted by broker-dealers on the OTC quotation service. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not represent actual transactions.

Price Range of Common Stock

The following table shows, for the periods indicated, the high and low bid prices per share of our common stock as reported by the OTC quotation service. These bid prices represent prices quoted by broker-dealers on the OTC quotation service. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not represent actual transactions.

Holders

As of the date of this registration statement, we had 869 record holders of our common stock.

Transfer Agent and Registrar

Olde Monmouth Stock Transfer Co., Inc. is currently the transfer agent and registrar for our common stock. Its address is 200 Memorial Parkway, Atlantic Heights, New Jersey 07716. Its phone number is 732-872-2727.

Dividend Policy

We have never declared cash dividends on our equity securities, and currently do not plan to declare cash dividends on shares of our common stock in the foreseeable future. We expect to retain our future earnings, if any, for use in the operation and expansion of our business. Subject to the foregoing, the payment of cash dividends in the future, if any, will be at the discretion of our Board of Directors and will depend upon such factors as earnings levels, capital requirements, our overall financial condition and any other factors deemed relevant by our Board of Directors.

Securities Authorized for Issuance Under Equity Compensation Plans

We do not have securities authorized for issuance under equity compensation plans.

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DESCRIPTION OF BUSINESS

Overview

We were incorporated, under the name Rolling Stone Retirement Community, Inc. on April 27, 2006, under the laws of the State of Nevada. Pursuant to an agreement dated January 18, 2007, John V. Cappello and Associates, Inc., a company controlled by our then President and Director, John Cappello, purchased 95% of our outstanding common shares from the controlling shareholders. Upon purchase, John Cappello became our sole officer and director and our business plan became the development and distribution of nutritional and dietary products developed by Dr. Cappello. On May 20, 2007, we amended our corporate charter to change our name from "Rolling Stone Retirement Community, Inc." to "Emergent Health Corp." Our common shares are quoted by the OTC Markets OTC Link with an OTC Pink Tier under the symbol EMGE.

We are engaged in the development and commercialization of nutritional products through a direct consumer sales model. Our website is located at www.emergenthealth.com. Information contained in, or accessible through, our website does not constitute part of this prospectus.

For the years ending December 31, 2013, and nine months ending September 30, 2014, we generated gross e revenues of $1,540,712 and $712,847, respectively. We had net income of $121,027 and incurred a net loss of ($184,045) for the year ending December 31, 2013 and nine months ending September 30, 2014, respectively.

The address of our principal executive office is at 2424 North Federal Highway, Suite 257 Boca Raton, FL 33431. Our telephone number is 561-961- 4344.

We have not been involved in a bankruptcy receivership or similar proceeding. Additionally, we have not been involved in a reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business.

Our Business

We distribute 12 nutritional and dietary products through an exclusive licensing agreements with Dr. John Cappello. Each product we offer is based upon the research of our consultant, Dr. John Cappello. Our products are, and in the future will be, identified by Dr. Cappello based upon suggestions from our distributors, customers, and from product and market research he conducts on an ongoing basis. Our products have not been confirmed in any respect by the U.S. Food and Drug Administration or any other governmental agency, and may nor produce the results intended. We have approximately 950 distributors/customers.

On August 27, 2014 we entered a licensing agreement with Dr. Cappello. The License Agreement grants us the exclusive rights to market and sell each of the licensed products in the United States. The License Agreement shall continue up to the expiration of the last to expire of any patent rights granted under the License. In addition, we will have the exclusive rights in the United States to any other products developed by Dr. Cappello. We pay Dr. Cappello a royalty based upon the Net Sales of each product. Net Sales is defined as gross revenues excluding taxes and freight.

The following table sets forth the royalty payments due Dr. Cappello.

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Royalty payments are due quarterly. The Company is required to provide Dr. Cappello (the “Licensor”) with quarterly sales reports. Further, in the event that sales of any licensed product is not 15% greater than the sales from the prior year, the Licensor, in his sole discretion may terminate the license for the underperforming product or convert the license from an exclusive license to a non-exclusive license. The Company may maintain an exclusive license for any underperforming product by paying Licensor all royalties that would otherwise have been due had the underperforming asset achieved a 15% increase over the prior year's sales.

Our Products

Our MultiStem contains all the major multi vitamins & minerals including vitamin D. We sell our MultiStem to distributors at the price of $29.95 for a 60 capsule bottle. Distributors receive commissions of between 2.5% and 20% within 30 days after purchase.

Our Hungarest® Diet & Energy Aid contains L-Phenylalanine, Phenylalanine and L-Tryptophan. It is designed to suppress the appetite, improve mood and increase energy. We sell Hungarest® Diet & Energy aid to distributors at the price of $29.95 for a 60 capsule bottle. Distributors receive commissions of between 2.5% and 20% within 30 days after purchase.

Vita-Stim Stem Cell Nutrition contains Anhydrous Trimethylglycine and is designed to stimulate adult stem cells and improve overall health and wellness. We sell our Vita-Stim Stem Cell Nutrition to distributors at the price of $39.95 for a 60 capsule bottle. Distributors receive commissions of between 2.5% and 20% within 30 days after purchase.

NutraCan Nutritional Support is a powder that can be mixed with juice or food and contains our MultiStem product as well as provides ellagitannin support. We sell our NutraCan to distributors at $79.95 for a 370 gram container. Distributors receive commissions of between 2.5% and 20% within 30 days after purchase.

Three In One™ Miracle Serum™ contains methylsuflonylmethane (MSM) and is a serum applied externally with the object to provide immediate pain relief to sore joints and muscles, invigorate scalp and tone the face. We sell our Three In One™ Miracle Serum™ to distributors at the price of $19.95 for a 2 ounce bottle. Distributors receive commissions of between 2.5% and 20% within 30 days after purchase.

Neuvitale™ contains Anhydrous Trimethylglycine and is a faster acting and more advanced form of our Vita-Stim product. We sell our Neuvitale™ to distributors at the price of $69.95 for a 60 capsule bottle. Distributors receive commissions of between 2.5% and 20% within 30 days after purchase.

Cardio Forte™ is a proprietary Arginine complex formulation designed to assist numerous body functions and as an overall health tonic. We sell our Cardio Forte™ to distributors at the price of $44.95 for a 450 gram bottle. Distributors receive commissions of between 2.5% and 20% within 30 days after purchase.

Emergent 0₂™ Water Oxygenator is an oxygen additive to bottled water. The product is designed to hydrate cells and tissues and detoxify the body. We sell our Emergent 0₂™ Water Oxygenator to distributors at the price of $29.95 for a 2 ounce bottle. Distributors receive commissions of between 2.5% and 20% within 30 days after purchase.

NeuStem™ Cell Helper is designed to stimulate adult stem cells, promote the immune system and provide antioxidants and anti-inflammatory ingredients. We sell our NeuStem™ Cell Helper to distributors at the price of $39.95 for a 60 capsule bottle. Distributors receive commissions of between 2.5% and 20% within 30 days after purchase.

Infinity™ Anti-Aging & Body Repair Support contains curcumin, silymarin, resveratrol, astragalus polysaccharides, L-carnosine, trimethylglycine, and vitamin C and is designed to activate SIRT-1 anti-aging genes, fight free radicals, and protect from oxidative stress which can accelerate telomere shortening. We sell our Infinity™ Anti-Aging to distributors at the price of $79.95 for a 60 capsule bottle. Distributors receive commissions of between 2.5% and 20% within 30 days after purchase.

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Infinity Plus™ Anti-Aging & Body Repair Support contains curcumin, silymarin, resveratrol, astragalus polysaccharides, L-carnosine, trimethylglycine, and vitamin C and is designed to activate SIRT-1 anti-aging genes, fight free radicals, and protect from oxidative stress which can accelerate telomere shortening. The Infinity Plus™ product adds a proven RNA/DNA source to the formulation. We sell our Infinity Plus™ Anti-Aging to distributors at the price of $79.95 for a 60 capsule bottle. Distributors receive commissions of between 2.5% and 20% within 30 days after purchase.

Veral™ – The Manly Aid contains calcium, zinc, muira puama, maca, nettle, longjack, gingko, chrysin, tribulus-terrestri and black pepper. It is a men's sexual health product designed to help maintain healthy testosterone levels. We sell our Veral™ – The Manly Aid to distributors at the price of $49.95 for a 120 capsule bottle. Distributors receive commissions of between 2.5% and 20% within 30 days after purchase.

Research and Development

All of our research to date has been done by Dr. John Cappello, our Chief Science Advisor. Dr Cappello is a chemist. He earned a bachelor's degree in engineering from Philadelphia University, a Master's Degree in Business Administration from Drexel University and a Doctor of Osteopathic Medicine Degree from Philadelphia College of Osteopathic Medicine.

Suppliers

During the year ended December 31, 2013 and nine months ending September 30, 2014, one supplier provided 85% and 84% of finished products, respectively. We do not believe that the loss of this supplier would have a material adverse effect on our financial condition or results of operations as there are other suppliers in the marketplace that would be a suitable alternative.

We outsource our warehouse and fulfillment costs using the Stephen Gould Corporation, a third-party provider. This arrangement is done under a month to month contract and calls for a payment per order picked plus a monthly pallet storage fee, recorded under warehouse and fulfillment costs.

Sources and Availability of Raw Materials

During the year ended December 31, 2013, and nine months ending September 30, 2014, we received 100% of our raw materials from a single supplier We pay for raw materials ordered within 30 days after order.

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The raw materials used by us are available from a variety of suppliers. We maintain a good relationship with our supplier and do not anticipate that it will terminate its relationship with us in the near term. In the event, we are unable to obtain any of our raw materials from our supplier, we believe that we could obtain alternative sources of any raw materials from other suppliers. We do not have contracts with our supplier and we order our raw materials on an as-needed basis. We have not experienced any material adverse effect on our business as a result of shortages of raw materials or packaging materials used in of our products. An unexpected interruption or a shortage in supply of raw materials could adversely affect our business derived from these products.

Manufacturing

Raw materials are delivered to Bactolac Pharmaceuticals, Inc. who completes the finished products and delivers the finished product to Stephen Gould Corporation for fulfillment.

We do not have a written agreement with our manufacturer. Bactolac Pharmaceuticals manufacturers our products on an as-needed basis. In the event, that Bactolac Pharmaceuticals ceases to manufacture our products, we believe that we could obtain alternative manufacturers. We pay for product manufactured within thirty days after delivery of our product to Gould.

Multi-Level Marketing Program

Distributor Compensation Plan:

In all multi-level marketing entities the compensation plan designed and offered to the distributors is a key aspect of attracting, retaining and motivating them. Our plan has been carefully created to award success, encourage growth and development of a distributor's own organization (e.g. wide and deep) and fairly compensate each member. The generation pay provision is an exciting element of the plan that encourages down line training resulting in extended organizations.

Our compensation plan is designed to allow individuals to work at his/her own pace, with great potential for achieving financial goals. Distributors will be surrounded by up-lines and down-lines; they include people with experience, passion and the desire to help others. Financial potential is limited only by the distributor's goals and work ethics.

The objective of our compensation plan is to help distributors stay active far longer than the average two or three months, experienced by most other companies. The incentive is getting money in distributor's "pockets" the first day they join the network, while teaching them how 'People Helping People' can truly change their lives. We believe that our compensation plan will allow distributors to keep customers longer due to a simple weekly and bonus structure, innovative products, proven marketing techniques and effective training. Not only can they learn how to recruit people but training also focuses on a comprehensive understanding of the compensation plan and the financial benefits which promotes the building of a down-line organization.

Our compensation plan will pay out earned commissions that can equal as much as 50% to distributors every month. We offer an auto-ship program for distributors and customers.

Our compensation plan is a uni-level plan. The primary objective for the distributor is to produce volume within his/her organization and not to be concerned about specific numbers of distributors. The types of uni-level potential income include:

Marketing and Sales:

The emphasis of our marketing/sales plan will be to disseminate information on a cost effective basis to an ever growing organization. Our model intends to facilitate the process by attaining the skills and organizations of established leaders who have track records in a myriad number of other multi-level marketing organizations.

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By immediately entering into a relationship with these leaders, credibility will be established among the targeted community.

The marketing plan includes:

1.

Active campaign to targeted leaders and organizations

2.

Development of website:

·

Front end design

·

Design for the 'Distributor Only' part of the website

·

Shopping cart

·

Implementing a program where first time customers receive free product on their initial order.

3.

Weekly conference calls for distributors

4.

Creation of a marketing videos.

5.

Public Relations events with executives, Board members, product roll-outs, and leaders.

6.

Identify key leaders for the field organization and teach how to recruit

7.

Prepare various product configurations for purchase

8.

Create Training for:

·

Building your business (recruiting) through various vehicles, managing your business while motivating and guiding your organization of Distributors.

·

Seminars that will be combined with business training. These training seminars will be a revenue stream for the company and a requirement for advancement in rank by Distributors.

9.

Prepare early recognition rewards/trips.

10.

Prepare early brochures/product samples.

11.

Establish regular pattern of press release

12.

Prepare Press Kit.

Distributor Motivation and Training

We believe that motivation, inspiration and training are key elements in distributor success and that we and our distributor supervisors have established a consistent schedule of events to support these needs. We conduct training sessions to educate and motivate our distributors.

Distributor Development

We believe that the key contributing factors to our long-term growth and success are the recruitment of new distributors and retention of existing distributors. We are active in the development of distributors, including in the areas of recruitment, training, support, motivation and compensation.

We make the needs of our distributor a priority, in accordance with our stated corporate philosophy. We provide a high level of support services tailored to the needs of our distributors, including training meetings, educational and informative conference calls, ordering and distribution system, personalized customer service via telephone, the Internet and e-mail, 24-hour, seven days per week access to certain information through touch-tone phones and a liberal product return policy. Our support system includes a current database of all distributors and their upline and downline distributors. We also provide business development materials that we believe will increase both product sales and recruitment. We believe that enhancing a distributor's efforts through effective support mechanisms has been and will continue to be important to our success.

Management of Distributors

We take an active role in the management of our distributors. We restrict the statements and conduct of distributors by contractually binding distributors to abide by the Distributor Policies and Procedures (the "Policies and Procedures") promulgated by us. Each distributor receives a copy of the Policies and Procedures, which must be followed in order to maintain the distributor's status in the organization. Distributors are expressly forbidden from making any representation as to the possible earnings of any distributor, other than our approved statements indicating the range of actual earnings by all distributors and other required information, prepared in accordance with applicable law. Distributors are also prohibited from creating any marketing literature that has not been approved by us.

Ethical Considerations

We are a member of the Direct Selling Association ("DSA"), and we adhere to the code of ethics established by the DSA.

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Backlog of Orders

We have no backlog of orders.

Seasonal Aspect of our Business

None of our products are affected by seasonal factors.

Status of Any Publicly Announced New Product or Service

We do not have any publicly announced new product or service.

Competitive Business Conditions

Many of our indirect competitors are substantially larger, have more experience than us, longer operating histories, and have materially greater financial and other resources than we have. The diet and nutritional supplement industry is highly competitive with respect to price, brand and product recognition and new product introductions. Several of our competitors are larger, more established and possess greater financial, personnel, distribution and other resources.

Costs and Effects of Compliance with Environmental Laws

We do not anticipate that there will be any material costs associated with compliance with environmental laws and regulations.

Intellectual Property

We hold the following patents and trademarks:

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Sales and Returns

Our policy is to refund the amount of a purchase within thirty (30) days of the sale if the customer is not satisfied with the product. Such amounts are included in net sales and amounted to $15,348 and $4,083 in the year ending December 31, 2013 and the nine months ending September 30, 2014, respectively.

Employees

We presently have six full time employees and one part time employee.

Employment Agreements

On August 8, 2014, we entered into a consulting agreement with Scott Kufus to assist us with development of our multi-level marketing software, sales functions and shareholder communications. The agreement has a term of six months. We pay Mr. Kufus $6,500 per month during the term of the agreement.

On August 27, 2014, we entered into an employment agreement with our former officer, director and controlling shareholder, Dr. John Cappello, to serve as our chief scientific officer. The agreement has a term of one year. Dr. Cappello is obligated to devote full time to our business. Dr. Cappello is paid a salary of $75,400 annually. Dr. Cappello is entitled to health, dental, vision and other benefits offered by us. Dr. Cappello receives 4 weeks of paid vacation each year.

On September 13, 2014, we entered into a consulting agreement with John Souza to assist us with assessment and development of our direct sales software, general advisor, sales and marketing, development of project plan work flow and tracking of key internal implementation projects and assistance with setting up back office support for our Chief Financial Officer. The agreement has a term of six months. We pay Mr. Souza $5,000 per month during the term of the agreement.

On September 13, 2014, we entered into an employment, non-competition and proprietary rights agreement with John Richard Launie, as Chief Financial Officer and Director, who subsequently became our President and CEO on January 21, 2015. The agreement has a term of three years and shall automatically renew unless terminated by Mr. Launie. Mr. Launie is obligated to devote full time to our business. Mr. Launie is paid a salary of $200,000 annually and entitled to receive an annual bonus of up to 100% of his salary. Mr. Launie is entitled to health, dental, vision and other benefits offered by us. Under the terms of the contract, Mr. Launie's compensation will be accrued until the Company has secured sufficient financing to pay these accruals.

On October 24, 2014, we entered into an employment, non-competition and proprietary rights agreement with Francis Magliochetti to act as Manager of Worldwide New Business development. The agreement has a term of three years and shall automatically renew unless terminated by Mr. Magliochetti. Mr. Magliochetti is obligated to devote full time to our business. Mr. Magliochetti is paid a salary of $250,000 annually and entitled to receive an annual bonus of up to 100% of his salary. Mr. Magliochetti is entitled to health, dental, vision and other benefits offered by us. Until such time as we generate sufficient cash flow, Mr. Magliochetti is accruing a significant percentage of his income.

On October 24, 2014, we entered into an employment, non-competition and proprietary rights agreement with Stephen Hussey, our former Chief Executive Officer and Director. Upon his resignation in January 2015, this agreement was terminated.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes that appear in this prospectus. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in "Risk Factors".

Basis of Presentation

The following management's discussion and analysis is intended to provide additional information regarding the significant changes and trends which influenced our financial performance for the years ended December 31, 2012 and 2013, and for the nine-month period ended September 30, 2014. This discussion should be read in conjunction with the audited financial statements for the years ended December 31, 2012 and 2013 and the unaudited financial statements for the nine-month period ended September 30, 2014 along with the notes to those financial statements as set forth in this report.

Company Overview

Our mission is to live a healthy and rewarding life through opportunities derived from promoting and using our nutritional products. As a direct selling entity, we expect to be the best at what we do and do what is right every time. We hold ourselves accountable to promoting health, wellness and wealth. Through our core values, we strive to make a difference in the lives of everyone who is part of our company, community and anyone we interact with daily.

The mission of Emergent Health Corp. is multi-faceted. Its direct sales division, Cellaviv, offers an intrinsic life-enhancing opportunity and products to a worldwide community. It is our intention to deliver unique wellness products that are consistently effective in addressing common health concerns and ailments.

We employ a direct selling marketing business model which we believe to be a cost efficient and profitable way to expand; however, the specific marketing strategies being implemented in 2015 are expected to exceed traditional growth models and projections.

We plan to market our new product formulation, NutraCan as a nutritional adjunct to chemotherapy. This product can potentially be branded through multiple sales channels.

Our History

Financial Highlights

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Our Strategy

Our marketing plan calls for a rebranding strategy with a targeted series of well- designed campaigns that have been successfully implemented previously and are being utilized currently by other direct sales companies. We are also currently recruiting senior sales executives to help implement this plan.

We have s a targeted demographic strategy within the Hispanic market. According to recently conducted research, the Hispanic community represents an untapped market. Already the largest minority in the U.S., their numbers continue to grow faster than any other group. Between 2000 and 2010, the Hispanic population grew by 43%, or four times the nation's 9.7% growth rate. We are recruiting seasoned direct selling Hispanic leaders who have expressed discontent with the way that most direct selling companies treat the needs of Hispanic entrepreneurs and customers. This includes, but is not limited to, producing all of the Cellaviv marketing materials and resources in Spanish.

Product Strategies

Cellaviv

This is the company's new direct selling division. We have decided to combine two specific, proven and cost effective strategies inside of this model to optimize growth in 2015. Cellaviv plans to implement a "gift card" marketing system that has been successful with a nutraceutical direct selling competitor.

Cellviver Shake

This is a new product formulation developed by Dr. Cappello. It is a shake that is currently in brand development for release in the first quarter of 2015. It is a multi-faceted beverage with dozens of nutrients including proteins, vitamins and minerals as well as antioxidants and phytonutrients designed to help detoxify and protect the body against free radical damage. The potential benefits of the product are weight loss, reduction in food cravings, increased energy and improved digestion and regularity.

Weight Loss Program

The Company is presenting a simple and effective weight loss program with the following products as part of a package: Hungarest, Cellviver, Oomph Gum and SomniBurn.

Individuals follow a simple routine of:

NutraCan

The second product is NutraCan and it is designed to serve as a nutritional adjunct (medical food) to chemotherapy. It is also currently scheduled for a launch as an OTC product in the first quarter of 2015. The company intends to file for a Medical Food designation for the product for the use in the prevention of cachexia (wasting syndrome) in AIDS and Cancer patients.

The NutraCan Nutritional Support Product is a powder that can be mixed with juice or with food. It contains a one month supply at one scoop a day. One scoop contains ellagitannin support in addition to Stem Cell Nutrition. The NutraCan product contains both patent and patent pending formulations. It's mechanism of action can best be described as:

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2015 Goals

1^st Quarter

2^nd Quarter

3^rd Quarter

Results of Operations

Our operating results for the years ended December 31, 2013 and 2012 are summarized as follows:

Net Sales

Gross sales represent the sales of our nutritional food supplements in which payment is typically received via credit card at the time the order is placed. The decrease in gross sales of approximately 28% from 2012 to 2013 was primarily caused by a number of human factors which can best be described as follows:

The Company was run by Dr. John Cappello (Founder) and his wife Sallie. Dr. Cappello was in charge of the product formulation and the sales and marketing efforts. Sallie had complete responsibility for the back office and administrative side of the business. In late 2012 and into the early parts of 2013, Sallie started suffering from bouts of depression. This caused a lot of stress for Dr. Cappello who suffered a heart attack and had three stents placed around his heart on July 30, 2013. On September 18, 2013, Sallie went out for a walk as usual but this time she did not come back. She was subsequently found in the woods on April 20, 2014 having committed suicide from a drug overdose. The effects of all of this caused Dr. Cappello to lose focus on the business and the sales results suffered accordingly.

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Returns are minimal and typically 1 to 1 1/2% of gross sales, which is within the industry guidelines. Distributor commissions are approximately 35% of gross sales for both years which is consistent with the Company's compensation plan.

Cost of Sales

Cost of sales was approximately 17% and 23% of gross sales in 2013 and 2012, respectively. The major reasons for the increased cost percentage in 2012 was due to the larger volume of direct product sales to bulk buyers at a markup of 1.5 times cost vs. the usual 5 times markup and more discounting done in 2012 to promote volume.

Operating Expenses

Selling, general and administrative expenses were approximately 20% and 17% of gross sales in 2013 and 2012, respectively. The increased percentage in 2013 was primarily caused by higher office payroll which was put in place at the beginning of 2013 to handle the anticipated higher volume. Warehousing and fulfillment costs were 11.3% and 10.2% of gross sales in 2013 and 2012, respectively. The royalty expense in both years is paid to Cappello's Inc., an entity controlled by Dr. Cappello and calls for a payment of 4% of sales. Dr. Cappello usually rounds the dollar amount paid to approximately 4%.

Our operating results for the nine months ended September 30, 2014 and 2013 are as follows:

Reclassifications

Certain amounts previously reported have been reclassified to conform to the current period presentation.  The reclassifications were made to change the income statement presentation to provide the users of the financial statements additional information related to the operating results of the Company.  These reclassifications include reclassifying the Company’s warehousing and fulfillment costs to Cost of Sales, as those warehousing and fulfillments related expenditures were previously grouped with Operating expenses.  The reclassifications had no effect on net income or assets and liabilities.

Net Sales

The decrease in gross sales of approximately $516,000 or 42% for the nine month period of 2014 vs. 2013 was caused by the factors described above and led to the Stock Purchase Agreement of August, 27, 2014 as Dr. Cappello realized that a new management team had to be installed to take the Company forward. Returns remained at levels previously recorded at 1% or less and commissions were 33.2% and 35.4% of gross sales for the 2014 and 2013 periods, respectively, which is consistent with prior periods and the compensation plan.

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Cost of Sales

Cost of sales was 16.6% and 16.1% of gross sales for 2014 and 2013, respectively, which is in line with the Company's normal pricing and markup.

Operating Expenses

Selling, general and administrative expenses were 35.3% of gross sales for the nine months ended September 30, 2014 as compared to 16.8% for the same period in 2013. The absolute dollar increase was approximately $45,000 which was caused primarily by Consulting expenses in connection with the installation of a new software package ($46,500) and the transition expenses in moving to the new offices in Boca Raton, FL ($34,922) offset by lower salaries and office expenses. The increased percentage in relation to sales was due to the depressed sales volume. Warehousing and fulfillment costs were 15.5% and 9.9% of gross sales for the nine months ended 2014 and 2013, respectively. There was no real change in this area other than certain fixed costs which resulted in a higher percentage relative to the low sales volume in 2014. Royalty expense for both periods was 3.8% of gross sales which is in line with the license agreement.

Under the terms of a Consulting Agreement dated May 29, 2014, Parcae Capital and Clover Capital were issued 15,000,000 shares of the Company's stock as compensation for advancing the August 27, 2014 transaction to a closure, restructuring the Company, installing a new management team and assisting the team to grow the Company sales. These shares were valued at $0.01 for financial accounting purposes.

Liquidity and Capital Resources

As of December 31, 2013, we had cash of $814,269 and a net working capital position of $954,347. We generated $1,540,712 of gross revenues and had net income of $121,027 for the year ended December 31, 2013. As of December 31, 2012, we had cash of $737,298 and a net working capital position of $832,968. We generated $2,130,564 of gross revenues and had net income of $131,640 for the year ended December 31, 2012. As of December 31, 2013, we had cumulative retained earnings of $471,279 and net book value of $957,279.

As of September 30, 2014, we had cash of $496,691 and a net working capital position of $899,601. The reason for the approximate $318,000 reduction in cash from December 31, 2013 is due to the purchase of 4,455,000 shares of the Founder's stock on August 27, 2014 for $300,000. The Company gave a note to a group comprised of the senior management team and Parcae Capital and Clover Capital who also are responsible for the costs of completing the audit of the financial statements for the years ending December 31, 2013 and 2012, and all the costs associated with the filing of an S-1 Registration Statement with the SEC. To the extent these costs are paid for by the Company, they are added to the note balance. The balance of the note was $343,600 at September 30, 2014 and is expected to reach approximately $425,000. It is anticipated that this note will be repaid in its entirety by March 31, 2015.

For the nine months ended September 30, 2014, we generated gross revenues of $712,847 and had a net loss of $184,045. The primary reason for this loss was a non cash consulting expense of $150,000 for the services of Parcae Capital and Clover Capital as discussed above. In addition, during the month of September, 2014, the Company moved its corporate headquarters from King of Prussia, PA to Boca Raton, FL and incurred moving and transition costs of approximately $35,000. In addition, the Company is migrating to a new multi-level-marketing software package and incurred consulting costs in this area of $46,500. These costs are anticipated to continue through the first quarter of 2015. At September 30, 2014, we had cumulative retained earnings of $287,234 and a net book value of $923,234.

Cash Flows

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Cash Flows-Operating Activities

Cash provided by operating activities of $76,971 in the year ended December 31, 2013 is primarily due to net income of $121,027 offset by an increase in inventory of $50,210. Cash used in operating activities of $29,260 in the year ended December 31, 2012 is primarily due to an increase in inventory of $132,006 and federal and state income tax payments of approximately $61,000 offset by net income of $131,640 and a decrease in accrued commissions of $34,651.

Cash Flows-Financing Activities

Cash used in financing activities of $220,000 in the year ended December 31, 2012 was due to the repayment of 20,000 shares of $1 par value preferred stock for $20,000 and the repayment of an investor note in the amount of $200,000.

Cash Flows-Operating Activities

Cash used in operating activities of $296,613 for the nine months ended September 30, 2014 is primarily due to the note receivable described above for $343,600, a net loss of $184,045 offset by the non-cash consulting expense of $150,000, a decrease in inventory of approximately $54,000 and a refund of federal income taxes of almost $60,000. Cash provided by operating activities of $149,271 for the nine months ended September 30, 2013 was primarily due to net income of $140,512.

Cash Flows-Investing Activities

Cash used in investing activities of $20,965 for the nine months ended September 30, 2014 is due to the purchase of some minor office equipment in the amount of $3,277 and the security deposit for the lease for the new office space in Boca Raton, FL of $17,688. This lease commenced on October 1, 2014.

Capital Expenditures

The only capital expenditures incurred through September 30, 2014 were for the office equipment described above. The only remaining capital expenditures expected to be incurred are for office furniture and equipment which will not be of a material amount and should be mostly completed by the end of the first quarter of 2015.

Commitments and Contractual Obligations

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

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DESCRIPTION OF PROPERTY

On September 19, 2014, we entered into a lease for approximately 3,882 square feet at 2424 North Federal Highway, Suite 257 Boca Raton, Florida. The term of the lease is for 66 months and runs from October 1, 2014 and expires on March 31, 2020. We are obligated to pay $91,163 for annual rent in 2015. Rents increase by approximately 15% each year during the term.

On August 13, 2013, we entered into a lease agreement for approximately 600 square feet at 10102 B Valley Forge Circle, King of Prussia, PA 19406. The lease expires August 31, 2015. We pay annual rents of $9,240 for this location.

We believe that our present facilities are suitable for our present needs.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such 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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MANAGEMENT

Directors and Executive Officers

The following table sets forth the name, age, and position of our executive officers and directors. Executive officers are elected annually by our Board of Directors. Each executive officer holds his office until he resigns, is removed by the Board, or his successor is elected and qualified. Directors are elected annually by our shareholders at the annual meeting. Each Director holds his office until his successor is elected and qualified or his earlier resignation or removal.

John Richard Launie – President, Chief Executive Officer, Chief Financial Officer and Director

Since September 13, 2014, John Richard Launie has been our Chief Financial Officer and Director. On January 21, 2015, Mr. Launie became our president and Chief Executive Officer. Since 2010, Mr. Launie has been the president and owner of Quarry Capital Group, Ltd, a Massachusetts corporation that provides consulting for both troubled and rapidly growing companies.

He received a Master's Degree of Accounting and Business Administration in 1978 from Northeastern University and a Bachelor's Degree in 1975 in Economics from Boston College.

As our president, Chief Executive Officer, Chief Financial Officer and Director Mr. Launie brings his experience in accounting and business administration. During his years at Ernst & Young, Mr. Launie's experience was the audit of public companies.

David P. Jones, Ph.D. - Director

Since December 15, 2014, David P. Jones, Ph.D. has been our Director. Since January of 2000, Dr. Jones has been the Chief Executive Officer of Growth Ventures, Inc., an executive staffing firm and advisory firm.

In 1976, Dr. Jones received a Doctorate in Industrial Psychology and in 1974, he received a Master's Degree in Industrial Psychology from Bowling Green State University. Dr. Jones received a Bachelor's Degree in liberal arts in 1970 from Bowling Green State University.

As our Director, Dr. Jones brings his experience in employment relations and executive staffing.

Robert S. McCoy, Jr. – Director

Since December 17, 2014, Robert S. McCoy, Jr. has been our Director. Since December of 2003, Mr. McCoy has served as a Director of Krispy Kreme Doughnut Corporation, since October of 2003, he has served as a Director for Medcath Corporation and since March of 2006, he has served as a Director of Web.com.

In 1961, Mr. McCoy received a Bachelor's of Business Administration degree in from Western Michigan University.

As our Director, Mr. McCoy brings extensive leadership, risk-management, and financial experience gained during his career, which included roles as an accountant and as the Chief Financial Officer of two public bank holding companies.

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Kevin Harrington – Director

Since December 23, 2014, Kevin Harrington has been our Director. Currently, Mr. Harrington is the CEO of Starshop, the first Mobile Shopping Channel in partnership with Sprint. Previously, Mr. Harrington appeared on the ABC series "Shark Tank" as a panel member and investor. Mr. Harrington is best known as the founder of "As Seen on TV" and as a pioneer in the infomercial industry.

Mr. Harrington attended the University of Cincinnati from 1976 to 1978.

M. Scott Maguire – Director

Since October 1, 2014, M. Scott Maguire has been our Director. From April of 2004, he has been the Chief Executive Officer of Xenetic Bioscience, Inc., a publicly traded company.

Mr. Maguire obtained his MBA from Babson Graduate School in 1993.

As our Director, Mr. Maguire brings his experience in public company management.

Involvement in Certain Legal Proceedings

No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:

Key Employees

Dr. John Cappello, Chief Science Advisor

Since August 2014, Dr. John Cappello has been our Chief Science Advisor. For the past five years prior to becoming our Chief Science Advisor, Dr. Cappello served as President and Treasurer of the company.

In 1967, Dr. Cappello received a Bachelor's Degree in Chemistry from Philadelphia University. In 1968, Dr. Cappello obtained a Master's Degree in Business Administration from Drexel University. In 1978, Dr. Cappello received his Doctor of Osteopathic Medicine Degree from Philadelphia College of Osteopathic Medicine. He receives an annual salary of $75,400.

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Francis Magliochetti

On October 24, 2014, we entered into an employment, non-competition and proprietary rights agreement with Francis Magliochetti to act as Manager of Worldwide New Business development. Mr. Magliochetti is not an officer or director of the Company. The agreement has a term of three years and shall automatically renew unless terminated by Mr. Magliochetti. Mr. Magliochetti is to be paid a salary of $250,000 annually and entitled to receive an annual bonus of up to 100% of his salary. To date, he has accrued a significant portion of his salary. Mr. Magliochetti is entitled to health, dental, vision and other benefits offered by us. Under the terms of the contract, the salary portion is accrued but unpaid until completion of a capital raise. . Since 2005 he has been the managing partner of Parcae Capital Corp. The Company provides personal banking services for emerging growth companies and consults with clients on merger and acquisitions in both the private and public sector. In 2007 Mr. Magliochetti pleaded guilty to one count of money laundering and one count of tax evasion He served thirty six months' probation of which the first six months was served at home.

Mr. Magliochetti earned a Bachelor of Science from Northeastern University in 1980, an MBA from the Sawyer School of Business at Suffolk University and attended the Advanced Management Program at Harvard University.

Family Relationships

There are no family relationships among any of the directors and executive officers and shareholders.

Code of Business Conduct and Ethics

To date, we have not adopted a code of business conduct and ethics for our management and employees. We intend to adopt one in the near future.

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EXECUTIVE COMPENSATION

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods.

Summary Compensation Table