SECURITIES AND EXCHANGE COMMISSION

10005 Muirlands Blvd. Suite G, Irvine, California 92618

(Address of Principal Executive Offices) (Zip Code)

Registrant’s

[ X]

$80,631,655.

have conducted this core business since 1999.

FDA to assure Good Manufacturing Practices (“GMP”).

Cody-DE.

According to the Washington Post, the FDA and the Federal Trade Commission (“FTC”) have recently fined six mass marketers of weight loss supplements a total of $30 million, because the companies could not adequately substantiate their respective weight loss claims; and

Our strategy to commercialize innovative, new, natural products may be subject to extensive FDA regulation. Dependingsafety.  In addition, depending on the type of product, whether a dietary supplement, cosmetic, food, or pharmaceutical, the FDA, under the Food, Drug and Cosmetic Act, or FDCA, can regulate:

Sigma-Aldrich(SIAL)

.  These third-party manufacturers formulate, mix ingredients, assemble and package the dietary supplement products to our specifications.  We furnish proprietary ingredients, such as pterostilbene, to these third-party manufacturers.

Our operating results may fluctuate significantly as a resultapproximately $2,052,000 for the year ended January 1, 2011. As of a variety of factors, many of which are outside ofDecember 31, 2011, our control.

We are subject to the following factors, among others, that may negatively affect our operating results:

As a result of our limited operating history and the nature of the markets in which we compete, it is extremely difficult for us to forecast accurately.accumulated deficit was approximately $18,054,000. We have based our current and future expense levels largelynot achieved profitability on our investment plans and estimates of future events although certain of our expense levels are, to a large extent, fixed. Assuming our products reach the market, wean annual basis. We may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Accordingly, any significant shortfall in revenues relative to our planned expenditures would have an immediate adverse effect on our business, results of operations and financial condition. Further, as a strategic response to changes in the competitive environment, we may from time to time make certain pricing, service or marketing decisions that could have a material and adverse effect on our business, results of operations and financial condition. Due to the foregoing factors, our revenues and operating results are and will remain difficult to forecast.

We face significant competition, including changes in pricing.

The markets for our products and services are both competitive and price sensitive. Many of our competitors have significant financial, operations, sales and marketing resources and experience in research and development. Competitors could develop new technologies that compete with our products and services or even render our products obsolete. If a competitor develops superior technology or cost-effective alternatives to our products and services, our business could be seriously harmed.

The markets for some of our products are also subject to specific competitive risks because these markets are highly price competitive. Our competitors have competed in the past by lowering prices on certain products. If they do so again, we may be forced to respond by lowering our prices. This would reduce sales revenues and possibly profits. Failure to anticipate and respond to price competition may also impact sales and profits.

We believe that customers in our markets display a significant amount of loyalty to their supplier of a particular product. To the extent we are not the first to develop, offer and/or supply new products, customers may buy from our competitors or make materials themselves, causing our competitive position to suffer.

Many of our competitors are larger and have greater financial and other resources than we do.

Our products compete and will compete with other similar products produced by our competitors. These competitive products could be marketed by well-established, successful companies that possess greater financial, marketing, distribution, personnel and other resources than we possess. Using these resources, these companies can implement extensive advertising and promotional campaigns, both generally and in response to specific marketing efforts by competitors, and enter into new markets rapidly to introduce new products. In certain instances, competitors with greater financial resources also may be able to enterreach a marketlevel of revenue to achieve profitability. If our revenues grow slower than anticipated, or if operating expenses exceed expectations, then we may not be able to achieve profitability in direct competition with us, offering attractive marketing toolsthe near future or at all, which may depress our stock price.

We may never develop any additional products to commercialize.

debt financings or collaborative agreements or from other sources. We have invested a substantial amount of our timeno commitments to obtain such additional financing, and resources in developing various new products. Commercialization of these products will require additional development, clinical evaluation, regulatory approval, significant marketing efforts and substantial additional investment before it can provide us with any revenue. Despite our efforts, these products may not become commercially successful products for a number of reasons, including:

We may not be able to partner with others for technological capabilities and new products and services.

Our ability to remain competitive may depend, in part, on our ability to continue to seek partners that can offer technological improvements and improve existing products and services that are offered to our customers. We are committed to attempting to keep pace with technological change, to stay abreast of technology changes and to look for partners that will develop new products and services for our customer base. We cannot assure prospective investors that we

will be successful in finding partners or be able to continue to incorporate new developments in technology, to improve existing products and services, or to develop successful new products and services, nor can we be certain that newly-developed products and services will perform satisfactorily or be widely accepted in the marketplace or that the costs involved in these efforts will not be substantial.

We depend on key personnel, the loss of any of which could negatively affect our business.

We depend greatly on Frank L. Jaksch, Jr., William F. Spengler and Thomas C. Varvaro, who are our Chief Executive Officer, President and Chief Financial Officer, respectively. We also depend greatly on other key employees, including key scientific personnel. In general, only highly qualified and trained scientists have the necessary skills to develop and market our products and provide our services. In addition, some of our manufacturing, quality control, safety and compliance, information technology, sales and e-commerce related positions are highly technical as well. Also, we face intense competition for these professionals from our competitors, customers, marketing partners and other companies throughout the industries in which we compete. Our success will depend, in part, upon our ability to attract and retain additional skilled personnel, which will require substantial additional funds. There there can be no assurance that we will be able to find and attract additional qualified employees or retain any such personnel. Our inability to hire qualified personnel, the loss of services of our key personnel, or the loss of services of executive officers or key employees that may be hired in the future may have a material and adverse effect on our business.

If we fail to maintain adequate quality standards for our products and services, our business may be adversely affected and our reputation harmed.

Dietary supplement, nutraceutical, food and beverage, functional food, analytical laboratories, pharmaceutical and cosmetic customers are often subject to rigorous quality standards to obtain and maintain regulatory approval of their products and the manufacturing processes that generate them. A failure to maintain, or, in some instances, upgrade our quality standards to meet our customers’ needs, could cause damage to our reputation and potentially substantial sales losses.

Our ability to protect our intellectual property and proprietary technology through patents and other means is uncertain and may be inadequate, which would have a material and adverse effect on us.

Our success depends significantly on our ability to protect our proprietary rights to the technologies used in our products. We rely on patent protection, as well as a combination of copyright, trade secret and trademark laws and nondisclosure, confidentiality and other contractual restrictions to protect our proprietary technology, including our licensed technology. However, these legal means afford only limited protection and may not adequately protect our rights or permit us to gain or keep any competitive advantage. For example, our pending United States and foreign patent applications may not issue as patents in a form that will be advantageous to us or may issue and be subsequently successfully challenged by others and invalidated. In addition, our pending patent applications include claims to material aspects of our products and procedures that are not currently protected by issued patents. Both the patent application process and the process of managing patent disputes can be time consuming and expensive. Competitors may be able to design around our patents or develop products which provide outcomes which are comparable or even superior to ours. Steps that we have taken to protect our intellectual property and proprietary technology, including entering into confidentiality agreements and intellectual property assignment agreements with some of our officers, employees, consultants and advisors, may not provide meaningful protection for our trade secrets or other proprietary information in the event of unauthorized use or disclosure or other breaches of the agreements. Furthermore, the laws of foreign countries may not protect our intellectual property rights to the same extent as do the laws of the United States.

In the event a competitor infringes upon our licensed or pending patent or other intellectual property rights, enforcing those rights may be costly, uncertain, difficult and time consuming. Even if successful, litigation to enforce our intellectual property rights or to defend our patents against challenge could be expensive and time consuming and could divert our management’s attention. We may not have sufficient resources to enforce our intellectual property rights or to defend our patents rights against a challenge. The failure to obtain patents and/or protect our intellectual property rights could have a material and adverse effect on our business, results of operations and financial condition.

Our patents and licenses may be subject to challenge on validity grounds, and our patent applications may be rejected.

We rely on our patents, patent applications, licenses and other intellectual property rights to give us a competitive advantage. Whether a patent is valid, or whether a patent application should be granted, is a complex matter of science and law, and therefore we cannot be certain that, if challenged, our patents, patent applications and/or other intellectual property rights would be upheld. If one or more of those patents, patent applications, licenses and other intellectual property rights are invalidated, rejected or found unenforceable, that could reduce or eliminate any competitive advantage we might otherwise have had.

We mayever become subject to claims of infringement or misappropriation of the intellectual property rights of others, which could prohibit us from developing our products, require us to obtain licenses from third parties or to develop non-infringing alternatives and subject us to substantial monetary damages.profitable.

Weproducts through several retailers.  Any failure to convince retailers to accept our products and/or consumers to regularly purchase our products could have a historymaterial, adverse effect on our business, financial condition, results of lossesoperations and mayfuture prospects.

We believe that our current cash, cash equivalents, cash generated from operations and the capital raised pursuantanticipated increase in our operating expenses, as well as the difficulty in forecasting revenue levels, we expect to continue to experience significant fluctuations in its results of operations.

commercially successful products for a number of reasons, including but not limited to:

We planattention, the impairment of relationships with and the possible loss of key employees and clients as a result of the changes in management, the incurrence of amortization expenses and dilution to acquire other entities in the futureshareholders of the combined company if the acquisition is made for stock of the combined company. In addition, successful completion of an acquisition may depend on consents from third parties, including regulatory authorities and theseprivate parties, which consents are beyond our control.  There can be no assurance that products, technologies or businesses of acquired companies will be effectively assimilated into the business or product offerings of the combined company or will have a positive effect on the combined company's revenues or earnings. Further, the combined company may incur significant expense to complete acquisitions and to support the acquired products and businesses. Any such acquisitions may be material to our business, plans and projections. We may be unable to consummate these acquisitions on favorable termsfunded with cash, debt or at all. Even if we consummate oneequity, which could have the effect of diluting or moreotherwise adversely affecting the holdings or the rights of these acquisitions, we may not successfully integrate large numbers of new employees, technology and businesses, and such efforts could put a strain on our existing human and capital resources.

stockholders.

overall business operation.

During the period June 20, 2008 to January 1, 2011, there was a minimal public market for our common stock.    The market price of our common stock is likely tomay be highly volatile and subject to wide fluctuations in response to the following factors, which are generally beyond our control. These factors may include:

the ability to develop and obtain regulatory approvals for and

common stock price appreciates.

SEC.

Item 2.

Properties

products of other companies.

The FDA has started to regulate the

related to food additives.

2011.

twelve month period ended January 1, 2011, sales of high volume products, primarily consisting ofproprietary ingredients and other bulk dietary supplement grade raw materials.  These proprietary ingredients and foodbulk dietary supplement grade raw materials increased. These high volume products have significantly higher raw material costs associated with them. The Company expectsthan other products. We expect to see a significantan increase in the sales of these high volume productsproprietary ingredients and bulk dietary supplement grade raw materials over the next twelve months.  Increases in sales of these types of products, if significant, will likely cause the Companyus to experience lower gross margins as a percentage of sales during this time period as compared to previous periods.

period.

Sales and Marketing Expenses consist of salaries, commissions to employees and advertising and marketing expenses.Sales and marketing expenses for the twelve month period ended January 1,December 31, 2011 was $1,085,510$2,539,252 as compared to $829,969$1,085,510 for the twelve month period ended January 2, 2010.1, 2011. This increase was largely due to our increased marketing efforts for our line of proprietary ingredients, including the launch of our new bulk dietary supplement gradeproduct line BluScience which is based on the ingredient pTeroPure.  For the launch of BluScience, we not only expanded our sales and food grade raw material line.marketing organization, but also incurred significant additional expenses in advertising, public relations, professional consulting and tradeshows compared to previous periods.

Non-operating Expenses- Interest Expense

Interest expense consists of interest on capital leases. Interest expensetwelve month period ended December 31, 2011 from $221,515 for the twelve month period ended January 1, 2011, was $36,068 as compared2011.  In addition, we incurred certain legal, research and development expenses related to $17,090our line of proprietary ingredients.  Legal and research and development expenses related to our line of proprietary ingredients increased to $381,765 for the twelve month period ended January 2, 2010. This increase was due to a new capital lease obligation incurredDecember 31, 2011 from $80,276 for the purchase of equipment during the twelve month period ended January 1, 2011.

Non-operating Expenses-

For. Interest expense for the twelve month period ended December 31, 2011, was $32,142 as compared to $36,068 for the twelve month period ended January 1, 2011.

The Board

On April 22, 2010, we entered into a Subscription Agreement with certain subscribers. We closed on the transactions contemplated by the 2010 Private Placement on May 20, 2010 and issued and sold to the subscribers an aggregate of 26,249,9839,966,666 shares of common stock for an aggregate purchase price of $3,674,998 or $0.14 per share. During the twelve month period ended January 1, 2011, we received net capital contributions of $3,486,626 through this offering. We have also issued to each subscriber an immediately exercisable warrant to purchase our common stock equal to the numberat a price per share of $0.75 for gross proceeds of $7,475,000, or $6,739,498 after deducting offering costs in a registered direct offering of these shares.  We also sold 4,933,329 restricted shares of private placementour common stock purchased by such subscriber at a price per share of $0.75 for gross proceeds of $3,699,997, or $3,330,740 after deducting offering costs.  In addition, as of December 31, 2011, we had 8,553,564 warrants outstanding with an exercise price of $0.21 per share. As of January 1, 2011, 5,674,996 of the warrants have been exercised and we received additional proceeds of $1,191,749 from exercise of the warrants.  Assuming the full exercise of the outstanding warrants for cash, we would receive additional proceeds of $4,320,747 for an aggregate of $8,999,122 in net proceeds from the purchase of the shares of stock issued in the private palcement and the exercise of the related warrants.$1,796,248.  There is no guarantee that the subscribersholders of these warrants will exercise any of the outstanding warrants for cash, and we will not receive any proceeds from any of the outstanding warrants until they are exercised for cash.

While we anticipate that our current levels of capital will be sufficient to meet our projected operating plans through the end of December, 2012, we may seek additional capital prior to December, 2012 both to meet our projected operating plans after December, 2012 and to fund our longer term strategic objectives. To the extent we are unable to raise additional cash or generate sufficient revenue to meet our projected operating plans prior to December, 2012, we will revise our projected operating plans accordingly.

months ended January 1, 2011.

increased efforts in trade receivables collections.

product line.

Due to officers

As of2011.

Off-Balance Sheet Arrangements

During the Fiscal Years ended January 1, 2011 and January 2, 2010, the Company had no off-balance sheet arrangements other than ordinary operating leases as disclosed in the accompanying financial statements.