The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Offering Circular and/or incorporated by reference in this Offering Circular. For full offering details, please (1) thoroughly review this Form 1-A POS filed with the Securities and Exchange Commission (2) thoroughly review this Offering Circular and (3) thoroughly review any attached documents to or documents referenced in, this Form 1-A POS and Offering Circular.

(1)The Company has also designated 1,000,000 shares of Series A Preferred Stock, of which 1,000,000 shares are outstanding, 1,000,000 shares of Series B Preferred Stock, of which 1,000,000 are outstanding, 1,000,000 shares of Series C Preferred Stock, of which 1,000,000 shares are outstanding, and 250 shares of Series D Preferred Stock, of which 80 shares are outstanding.  No Preferred Stock is being sold in this offering. 

(2)The total number of Shares of Common Stock assumes that the maximum number of Shares are sold in this Offering. The Company may not be able to sell the Maximum Offering Amount. The Company will conduct one or more closings on a rolling basis as funds are received from investors. The net proceeds of the Offering will be the gross proceeds of the Shares sold minus the expenses of the offering. We are not listed on any trading market or stock exchange, and our ability to list our stock in the future is uncertain. Investors should not assume that the Offered Shares will be listed. A consistent public trading market for the shares may not develop. 

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There is no assurance Nutranomics, Inc. will be profitable, or that management's opinion of the Company's future prospects will not be outweighed by the unanticipated losses, adverse regulatory developments and other risks. Investors should carefully consider the various risk factors below before investing in the Shares.

The purchase of the Company's Common Stock involves substantial risks. You should carefully consider the following risk factors in addition to any other risks associated with this investment. The Shares offered by the Company constitute a highly speculative investment and you should be in an economic position to lose your entire investment. The risks listed do not necessarily comprise all those associated with an investment in the Shares and are not set out in any particular order of priority. Additional risks and uncertainties may also have an adverse effect on the Company's business and your investment in the Shares. An investment in the Company may not be suitable for all recipients of this Offering Circular. You are advised to consult an independent professional adviser or attorney who specializes in investments of this kind before making any decision to invest. You should consider carefully whether an investment in the Company is suitable in the light of your personal circumstances and the financial resources available to you.

The discussions and information in this Offering Circular may contain both historical and forward- looking statements. To the extent that the Offering Circular contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect of the Company's business, please be advised that the Company's actual financial condition, operating results, and business performance may differ materially from that projected or estimated by the Company in forward-looking statements. The Company has attempted to identify, in context, certain of the factors it currently believes may cause actual future experience and results may differ from the Company's current expectations.

Before investing, you should carefully read and carefully consider the following risk factors:

Risks Relating to the Company and Its Business

The Company has a limited operating history.

The Company has a limited operating history. There can be no assurance that the Company's proposed plan of business can be realized in the manner contemplated and, if it cannot be, shareholders may lose all or a substantial part of their investment. There is no guarantee that it will ever realize any significant operating revenues or that its operations will ever be profitable.

The Company is dependent upon its management, key personnel, and consultants to execute its business plan.

The Company's success is heavily dependent upon the continued active participation of the Company's current executive officer. Loss of this individual could have a material adverse effect upon the Company's business, financial condition, or results of operations. Further, the Company's success and achievement of the Company's growth plans depend on the Company's ability to recruit, hire, train and retain other highly qualified technical and managerial personnel. Competition for qualified employees among companies in the fintech sector, and the loss of any of such persons, or an inability to attract, retain and motivate any additional highly skilled employees required for the expansion of the Company's activities, could have a materially adverse effect on its ability to operate. The inability to attract and retain the necessary personnel, consultants and advisors could have a material adverse effect on the Company's business, financial condition, or results of operations.

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Although dependent upon certain key personnel, the Company does not have any key man life insurance policies on any such people.

The Company is dependent upon management in order to conduct its operations and execute its business plan. However, the Company has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, should any of these key personnel, management, or founders die or become disabled, the Company will not receive any compensation that would assist with such person's absence. The loss of such person could negatively affect the Company and its operations.

The Company is subject to income taxes as well as non-income based taxes such as payroll, sales, use, value-added, net worth, property, and goods and services taxes.

Significant judgment is required in determining our provision for income taxes and other tax liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although the Company believes that our tax estimates will be reasonable: (i) there is no assurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our income tax provisions, expense amounts for non-income based taxes and accruals and (ii) any material differences could have an adverse effect on our financial position and results of operations in the period or periods for which a determination is made.

The Company is not subject to Sarbanes-Oxley regulations and lacks the financial controls and safeguards required of public companies.

The Company does not have the internal infrastructure necessary, and is not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. There can be no assurances that there are no significant deficiencies or material weaknesses in the quality of our financial controls. The Company expects to incur additional expenses and diversion of management's time if and when it becomes necessary to perform the system and process evaluation, testing and remediation required to comply with the management certification and auditor attestation requirements.

The Company has engaged in certain transaction with related persons.

Please see the section of this Offering Circular entitled "Interest of Management and Others in Certain Related-Party Transactions and Agreements"

Changes in employment laws or regulation could harm the Company’s performance.

Various federal and state labor laws govern the Company's relationship with our employees and affect operating costs. These laws may include minimum wage requirements, overtime pay, healthcare reform and the implementation of various federal and state healthcare laws, unemployment tax rates, workers' compensation rates, citizenship requirements, union membership and sales taxes. A number of factors could adversely affect our operating results, including additional government-imposed increases in minimum wages, overtime pay, paid leaves of absence and mandated health benefits, mandated training for employees, changing regulations from the National Labor Relations Board and increased employee litigation including claims relating to the Fair Labor Standards Act.

The Company's bank accounts will not be fully insured.

The Company's regular bank accounts have federal insurance that is limited to a certain amount of coverage. It is anticipated that the account balances in each account may exceed those limits at times. In the event that any of the Company's banks should fail, the Company may not be able to recover all amounts deposited in these bank accounts.

The Company's business plan is speculative.

The Company's present business and planned business are speculative and subject to numerous risks and uncertainties. There is no assurance that the Company will generate significant revenues or profits.

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The Company will likely incur debt.

The Company will incur debt and expects to incur future debt in order to fund operations. Complying with obligations under such indebtedness may have a material adverse effect on the Company and on your investment.

The Company's expenses could increase without a corresponding increase in revenues.

The Company's operating and other expenses could increase without a corresponding increase in revenues, which could have a material adverse effect on the Company's financial results and on your investment. Factors which could increase operating and other expenses include, but are not limited to (1) increases in the rate of inflation, (2) increases in taxes and other statutory charges, (3) changes in laws, regulations, or government policies which increase the costs of compliance with such laws, regulations, or policies, (4) significant increases in insurance premiums, and (5) increases in borrowing costs.

The Company may not be able to maintain or enhance its product image.

It is important that the Company maintains and enhances the image of its existing and new products. The image and reputation of the Company's products may be impacted by litigation, negative product review, the nature of the products, the industry in which the Company operates, and various other reasons. Such concerns, even when unsubstantiated, could be harmful to the Company's image and the reputation of its products. From time to time, the Company may receive complaints from customers regarding products purchased from the Company. The Company may receive correspondence from customers requesting reimbursement. Certain dissatisfied customers may threaten legal action against the Company if no reimbursement is made. Any resulting litigation could be costly for the Company, divert management attention, and could result in increased costs of doing business, or otherwise have a material adverse effect on the Company's business, results of operations, and financial condition. Any negative publicity generated as a result of customer complaints about the Company's products could damage the Company's reputation and diminish the value of the Company's brand, which could have a material adverse effect on the Company's business, results of operations, and financial condition, as well as your investment. Deterioration in the Company's brand equity (brand image, reputation and product quality) may have a material adverse effect on its financial results as well as your investment.

If we are unable to effectively protect our intellectual property, we may lose our ability to operate our business and compete in this industry.

Our success will depend on our ability to obtain and maintain meaningful intellectual property protection for any such intellectual property. The names and/or logos of Company brands (whether owned by the Company or licensed to us) may be challenged by holders of trademarks who file opposition notices, or otherwise contest trademark applications by the Company for its brands. Similarly, domains owned and used by the Company may be challenged by others who contest the ability of the Company to use the domain name or URL. Such challenges could have a material adverse effect on the Company's financial results as well as your investment.

A breakdown of computer/information systems or the Company’s websiste could affect the Company’s ability to conduct business.

Computer, website and/or information system breakdowns as well as cyber security attacks could impair the Company's ability to service its customers leading to reduced revenue from sales and/or reputational damage, which could have a material adverse effect on the Company's financial results as well as your investment.

Changes in the economy could have a detrimental impact on the Company.

Changes in the general economic climate could have a detrimental impact on consumer expenditure and, therefore, on the Company's revenue. It is possible that recessionary pressures and other economic factors (such as declining incomes, future potential rising interest rates, higher unemployment and tax increases) may adversely affect customers' confidence and willingness to spend. Any of such events or occurrences could have a material adverse effect on the Company's financial results and on your investment.

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The amount of capital the Company is attempting to raise in this Offering is not enough to sustain the Company’s current business plan.

In order to achieve the Company's near and long-term goals, the Company will need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Company will be able to raise such funds on acceptable terms, if at all. If we are not able to raise sufficient capital in the future, we will not be able to execute our business plan, our continued operations will be in jeopardy and we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause you to lose all or a portion of your investment.

 Additional financing may be necessary for the implementation of our growth strategy.

The Company may require additional debt and/or equity financing to pursue our growth and business strategies. These include, but are not limited to enhancing our operating infrastructure and otherwise respond to competitive pressures. Given our limited operating history and existing losses, there can be no assurance that additional financing will be available, or, if available, that the terms will be acceptable to us. Lack of additional funding could force us to substantially curtail our growth plans. Furthermore, the issuance by us of any additional securities pursuant to any future fundraising activities undertaken by us would dilute the ownership of existing shareholders and may reduce the price of our Shares.

Our operating plan relies in large part on assumptions and analysis developed by the Company. If these assumptions prove to be incorrect, the Company’s actual operating results may be materially different from our forecasted results.

Whether actual operating results and business developments will be consistent with the Company's expectations and assumptions as reflected in its forecast depends on a number of factors, many of which are outside the Company's control, including, but not limited to:

·whether the Company can obtain sufficient capital to sustain and grow its business 

·our ability to manage the Company's growth 

·demand for the Company's products and services 

·the timing and costs of new and existing marketing and promotional efforts 

·competition 

·the Company's ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel 

·the overall strength and stability of domestic and international economies 

·consumer spending habits 

Unfavorable changes in any of these or other factors, most of which are beyond the Company's control, could materially and adversely affect its business, results of operations and financial condition.

To date, the Company has minimal operating history and may not be profitable for the foreseeable future. The Company cannot accurately predict when it might become profitable.

The Company has minimal operating history. The Company may not be able to generate significant revenues in the future. In addition, the Company expects to incur substantial operating expenses in order to fund the expansion of the Company's business. As a result, the Company expects to continue to experience substantial negative cash flow for the foreseeable future and cannot predict when, or even if, the Company might become profitable.

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The Company may be unable to manage its growth or implement its strategy.

The Company may not be able to expand its product and service offerings, markets, or implement the other features of the Company's business strategy at the rate or to the extent presently planned. Rapid, significant growth will place a strain on the Company's administrative, operational, and financial resources. If the Company is unable to successfully manage its future growth, establish and continue to upgrade its operating and financial control systems, recruit and hire necessary personnel, or effectively manage unexpected expansion difficulties, the Company's financial condition and results of operations could be materially and adversely affected.

The Company's business model is evolving.

The Company's business model is unproven and is likely to continue to evolve. Accordingly, the Company's initial business model may not be successful and may need to be changed. The Company's ability to generate significant revenues will depend, in large part, on the Company's ability to successfully market its products to potential users who may not be convinced of the need for the Company's products and services or who may be reluctant to rely upon third parties to develop and provide these products. The Company intends to continue to develop the its business model as the Company's market continues to evolve.

The Company needs to increase brand awareness.

Due to a variety of factors, the Company's opportunity to achieve and maintain a significant market share may be limited. Developing and maintaining awareness of the Company's brand name, among other factors, is critical. Further, the importance of brand recognition will increase as competition in the Company's market increases. Successfully promoting and positioning the Company's brand, products and services will depend largely on the effectiveness of the Company's marketing efforts. Therefore, the Company may need to increase the Company's financial commitment to creating and maintaining brand awareness. If the Company fails to successfully promote its brand name or if the Company incurs significant expenses promoting and maintaining its brand name, it would have a material adverse effect on the Company's results of operations.

The Company faces competition from companies of varying sizes, some of which have greater access to financial resources, research and development, and other resources.

In many cases, the Company's competitors have longer operating histories, established ties to the market and consumers, greater brand awareness, and greater financial, technical and marketing resources. The Company's ability to compete depends, in part, upon a number of factors outside the Company's control, including the ability of the Company's competitors to develop alternatives that are superior. If the Company fails to successfully compete in its markets, or if the Company incurs significant expenses in order to compete, it would have a material adverse effect on the Company's results of operations.

The Company's employees may engage in misconduct or improper activities.

The Company, like any business, is exposed to the risk of employee fraud or other misconduct. Misconduct by current and/or future employees could include intentional failures to comply with laws or regulations, provide accurate information to regulators, comply with applicable standards, report financial information or data accurately or disclose unauthorized activities to the Company. In particular, sales, marketing and business arrangements are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Employee misconduct could also involve improper or illegal activities which could result in regulatory sanctions and serious harm to the Company's reputation.

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Limitation on director liability.

The Company may provide for the indemnification of directors to the fullest extent permitted by law and, to the extent permitted by such law, eliminate or limit the personal liability of directors to the Company and its shareholders for monetary damages for certain breaches of fiduciary duty. Such indemnification may be available for liabilities arising in connection with this Offering. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

We sell our products and services in highly competitive markets, which results in pressure on our profit margins and limits our ability to maintain or increase the market share of our services.

The nutraceuticals industry is subject to significant competition and pricing pressures. We experience significant competitive pricing pressures as well as competitive products. Several significant competitors offer products with prices that match or are lower than ours. We believe that the products we offer are generally competitive with those offered by other supplement and nutraceuticals companies. It is possible that one or more of our competitors could develop a significant research advantage over us that allows them to provide superior products or pricing, which could put us at a competitive disadvantage. Continued pricing pressure or improvements in research and shifts in customer preferences away from natural supplements could adversely impact our customer base or pricing structure and have a material and adverse effect on our business, financial condition, results of operations and cash flows.

Our future growth is largely dependent upon our ability to successfully compete with new and existing competitors by developing or acquiring new products that achieve market acceptance with acceptable margins.

Our business operates in markets that are characterized by rapidly changing products, evolving industry standards and potential new entrants. For example, a number of new companies with innovative products, which promise significant health benefits are established every year and are competitive with our products. If these companies gain market acceptance, our ability to grow our business could be materially and adversely affected. Accordingly, our future success depends upon a number of factors, including our ability to accomplish the following: identify emerging health trends in our target end-markets; develop, acquire and maintain competitive products; enhance our products by adding innovative features that differentiate us from our competitors; and develop or acquire and bring products to market quickly and cost-effectively. Our ability to develop or acquire new products based on quality research can affect our competitive position and requires the investment of significant resources. These acquisitions and development efforts divert resources from other potential investments in our businesses, and they may not lead to the development of new research or products on a timely basis. New or enhanced products may not satisfy consumer preferences and potential product failures may cause consumers to reject these products. As a result, these products may not achieve market acceptance and our brand image could suffer. In addition, our competitors may introduce superior designs or business strategies, impairing our brand and the desirability of our products, which may cause consumers to defer or forego purchases of our products. Also, the markets for our products and services may not develop or grow as we anticipate. The failure of our products to gain market acceptance, the potential for product defects or the obsolescence of our products could significantly reduce our revenue, increase our operating costs or otherwise adversely affect our business, financial condition, results of operations or cash flows.

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

As a marketer and distributor of products designed for human consumption, we could be subject to product liability claims if the use of our products is alleged to have resulted in injury. Our products consist of vitamins, minerals, herbs and other ingredients that are classified as dietary 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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We have not had any product liability claims filed against us, but in the future we may be subject to various product liability claims, including among others that our products had inadequate instructions for use, or inadequate warnings concerning possible side effects and interactions with other substances. The cost of defense can be substantially higher than the cost of settlement even when claims are without merit. The high cost to defend or settle product liability claims could have a material adverse effect on our business and operating results.

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.

We have no manufacturing capacity and anticipate continued reliance on third-party manufacturers for the development and commercialization of our products.

We do not currently operate manufacturing facilities for production of our products. We lack the resources and the capabilities to manufacture our products on a commercial scale. We do not intend to develop facilities for the manufacture of products in the foreseeable future. We rely on third-party manufacturers to produce bulk products required to meet our sales needs. We plan to continue to rely upon contract manufacturers to manufacture commercial quantities of our products.

Our contract manufacturers’ failure to achieve and maintain high manufacturing standards, in accordance with applicable regulatory requirements, or the incidence of manufacturing errors, could result in consumer injury or death, product shortages, product recalls or withdrawals, delays or failures in product testing or delivery, cost overruns or other problems that could seriously harm our business. Contract manufacturers often encounter difficulties involving production yields, quality control and quality assurance, as well as shortages of qualified personnel. Our existing manufacturers and any future contract manufacturers may not perform as agreed or may not remain in the contract manufacturing business. In the event of a natural disaster, business failure, strike or other difficulty, we may be unable to replace a third-party manufacturer in a timely manner and the production of our products would be interrupted, resulting in delays, additional costs and reduced revenues.

Risks Relating to This Offering and Investment

The Company may undertake additional equity or debt financing that may dilute the Shares in this Offering.

The Company may undertake further equity or debt financing, which may be dilutive to existing shareholders, including you, or result in an issuance of securities whose rights, preferences and privileges are senior to those of existing shareholders, including you, and also reducing the value of Shares subscribed for under this Offering.

An investment in the Shares is speculative and there can be no assurance of any return on such investment.

An investment in the Company's Shares is speculative, and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment.

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The Shares are offered on a “best efforts” basis and the Company may not raise the maximum amount being offered.

Since the Company is offering the Shares on a "best efforts" basis, there is no assurance that the Company will sell enough Shares to meet its capital needs. If you purchase Shares in this Offering, you will do so without any assurance that the Company will raise enough money to satisfy the full Use Of Proceeds To Issuer which the Company has outlined in this Offering Circular or to meet the Company's working capital needs. If the maximum Offering amount is not sold, we may need to incur additional debt or raise additional equity in order to finance our operations. Increasing the amount of debt will increase our debt service obligations and make less cash available for distribution to our shareholders. Increasing the amount of additional equity that we will have to seek in the future will further dilute those investors participating in this Offering.

We have not paid dividends in the past and do not anticipate paying them in the future. You return on investment, if any, will be limited to the market value of the Shares you purchase.

We have never paid cash dividends on our Shares and do not anticipate paying cash dividends in the future. Since we do not pay dividends, our Shares may be less valuable because a return on your investment will only occur if the market value of the Shares appreciates beyond your purchase price. While the Company may choose to pay dividends at some point in the future to its shareholders, there can be no assurance that cash flow and profits will allow such distributions to ever be made.

The Company may not be able to obtain additional financing.

Even if the Company is successful in selling the maximum number of Shares in the Offering, the Company may require additional funds to continue and grow its business. The Company may not be able to obtain additional financing as needed, on acceptable terms, or at all, which would force the Company to delay its plans for growth and implementation of its strategy which could seriously harm its business, financial condition and results of operations. If the Company needs additional funds, the Company may seek to obtain them primarily through additional equity or debt financings. Those additional financings could result in dilution to the Company's current shareholders and to you if you invest in this Offering.

The offering price has been arbitrarily determined.

The offering price of the Shares has been arbitrarily established by the Company based upon its present and anticipated financing needs and bears no relationship to the Company's present financial condition, assets, book value, projected earnings, or any other generally accepted valuation criteria. The offering price of the Shares may not be indicative of the value of the Shares or the Company, now or in the future.

The management of the Company has broad discretion in application and use of Offering proceeds.

The management of the Company has broad discretion to adjust the application and allocation of the net proceeds of this Offering in order to address changed circumstances and opportunities. As such, the success of the Company will be substantially dependent upon the discretion and judgment of the management of the Company with respect to the application and allocation of the net proceeds of the Offering.

An investment in the Company Shares could result in a loss of your entire investment.

An investment in this Offering involves a high degree of risk and you should not purchase the Shares if you cannot afford the loss of your entire investment. You may not be able to liquidate your investment for any reason in the near future.

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Sales of a substantial number of shares of our Common Stock may cause the price of our Common Stock to decline.

If our shareholders sell substantial amounts of our Shares in the public market, Shares sold may cause the price to decrease below the current offering price. These sales may also make it more difficult for us to sell equity or equity-related securities at a time and price that we deem reasonable or appropriate.

The Shares in this Offering have no protective provisions.

The Shares in this Offering have no protective provisions. As such, you will not be afforded protection by any provision of the Shares or as a Shareholder in the event of a transaction that may adversely affect you, including a reorganization, restructuring, merger or other similar transaction involving the Company. If there is a 'liquidation event' or 'change of control' the Shares being offered do not provide you with any protection. In addition, there are no provisions attached to the Shares in the Offering that would permit you to require the Company to repurchase the Shares in the event of a takeover, recapitalization or similar transaction.

You will not have significant influence on the management of the Company.

Substantially all decisions with respect to the management of the Company will be made exclusively by the officers, directors, managers or employees of the Company. You will have a very limited ability, if at all, to vote on issues of Company management and will not have the right or power to take part in the management of the Company and will not be represented on the board of directors or by managers of the Company. Accordingly, no person should purchase Shares unless he or she is willing to entrust all aspects of management to the Company.

No guarantee of return on investment.

There is no assurance that you will realize a return on your investment or that you will not lose your entire investment. For this reason, you should read this Form 1-A POS, Offering Circular, and all exhibits and referenced materials carefully and should consult with your own attorney and business advisor prior to making any investment decision.

Our subscription agreement identifies the State of Wyoming for purposes of governing law.

The Company’s Subscription Agreement for shares issued under this Regulation A offering contains a choice of law provision stating, “all questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this [Subscription] Agreement, shall be governed by and construed and enforced in accordance with the laws of the State of Wyoming.” As such, excepting matters arising under federal securities laws, any disputes arising between the Company and shareholders acquiring shares under this Offering shall be determined in accordance with the laws of the state of Wyoming. Furthermore, the Subscription Agreement establishes the state and federal courts located in the city of Cheyenne, Wyoming as having jurisdiction over matters arising between the Company and shareholders.

These provisions may discourage shareholder lawsuits or limit shareholders’ ability to obtain a favorable judicial forum disputes with the company and its directors, officers or other employees.

IN ADDITION TO THE RISKS LISTED ABOVE, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY THE MANAGEMENT. IT IS NOT POSSIBLE TO FORESEE ALL RISKS THAT MAY AFFECT THE COMPANY. MOREOVER, THE COMPANY CANNOT PREDICT WHETHER THE COMPANY WILL SUCCESSFULLY EFFECTUATE THE COMPANY'S CURRENT BUSINESS PLAN. EACH PROSPECTIVE PURCHASER IS ENCOURAGED TO CAREFULLY ANALYZE THE RISKS AND MERITS OF AN INVESTMENT IN THE SECURITIES AND SHOULD TAKE INTO CONSIDERATION WHEN MAKING SUCH ANALYSIS, AMONG OTHER FACTORS, THE RISK FACTORS DISCUSSED ABOVE.

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The term 'dilution' refers to the reduction (as a percentage of the aggregate Shares outstanding) that occurs for any given share of stock when additional Shares are issued. If all of the Shares in this Offering are fully subscribed and sold, the Shares offered herein will constitute approximately 76.3% of the total Shares of stock of the Company. The Company anticipates that subsequent to this Offering the Company may require additional capital and such capital may take the form of Common Stock, other stock or securities or debt convertible into stock. Such future fund raising will further dilute the percentage ownership of the Shares sold herein in the Company.

If you purchase shares in this Offering, your ownership interest in our Common Stock will be diluted immediately, to the extent of the difference between the price to the public charged for each share in this Offering and the net tangible book value per share of our Common Stock after this Offering.

Our historical net tangible book value as of April 30, 2022 was $(13,219,262). Historical net tangible book value per share equals the amount of our total tangible assets, less total liabilities, divided by the total number of shares of our Common Stock outstanding, all as of the date specified.

The following table illustrates the per share dilution to new investors discussed above, assuming the sale of 100% of the shares offered for sale in this Offering at $0.0001 per share (before deducting estimated offering expenses of $25,000):

(1) Net tangible book value per share is an estimate based on net tangible shareholders equity book value as of April 30, 2022 of $(13,219,262) and 15,324,654,045 outstanding shares of Common Stock as of the date of this Offering Circular. 

(2) Before deducting estimated offering expenses of $25,000.  

There is no material disparity between the price of the Shares in this Offering and the effective cash cost to officers, directors, promoters and affiliated persons for shares acquired by them in a transaction during the past year, or that they have a right to acquire.

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PLAN OF DISTRIBUTION

We are offering a Maximum Offering of up to 44,000,000,000 in Shares of our Common Stock. The offering is being conducted on a best-efforts basis without any minimum number of shares or amount of proceeds required to be sold. There is no minimum subscription amount required (other than a per investor minimum purchase) to distribute funds to the Company. The Company will not initially sell the Shares through commissioned broker-dealers, but may do so after the commencement of the offering. Any such arrangement will add to our expenses in connection with the offering. If we engage one or more commissioned sales agents or underwriters, we will supplement this Form 1-A POS to describe the arrangement. Subscribers have no right to a return of their funds. The Company may terminate the offering at any time for any reason at its sole discretion, and may extend the Offering past the termination date of 365 days from the date of qualification by the Commission in the absolutely discretion of the Company and in accordance with the rules and provisions of Regulation A of the JOBS Act. None of the Shares being sold in this Offering are being sold by existing securities holders.

After the Offering Statement has been qualified by the Securities and Exchange Commission (the "SEC"), the Company will accept tenders of funds to purchase the Shares. No escrow agent is involved and the Company will receive the proceeds directly from any subscription. You will be required to complete a subscription agreement in order to invest.

At this time no broker-dealer registered with the SEC and a member of the Financial Industry Regulatory Authority ("FINRA"), is being engaged as an underwriter or for any other purpose in connection with this Offering. This Offering will commence on the qualification of this Offering Circular, as determined by the Securities and Exchange Commission and continue for a period of 365 days. The Company may extend the Offering for an additional time period unless the Offering is completed or otherwise terminated by us, or unless we are required to terminate by application of Regulation A of the JOBS Act. Funds received from investors will be counted towards the Offering only if the form of payment, such as a check or wire transfer, clears the banking system and represents immediately available funds held by us prior to the termination of the subscription period, or prior to the termination of the extended subscription period if extended by the Company.

If you decide to subscribe for any Common Stock in this Offering, you must deliver a funds for acceptance or rejection. The minimum investment amount for a single investor is a principal amount of $250, equal to 961,538 Shares of Common Stock at the maximum offering price. All subscription checks should be sent to the following address:

Nutranomics, Inc.

605 Portland Ave. Suite 154

Gladstone, Oregon 97027

866-561-6679

In such case, subscription checks should be made payable to Nutranomics, Inc. If a subscription is rejected, all funds will be returned to subscribers within ten days of such rejection without deduction or interest. Upon acceptance by the Company of a subscription, a confirmation of such acceptance will be sent to the investor. The Company maintains the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. The Company maintains the right to accept subscriptions below the minimum investment amount or minimum per share investment amount in its discretion. All monies from rejected subscriptions will be returned by the Company to the investor, without interest or deductions.

This is an offering made under "Tier 1" of Regulation A, and the shares will not be listed on a registered national securities exchange upon qualification. Therefore, the shares will be sold only to a person if the aggregate purchase price paid by such person is no more than 10% of the greater of such person's annual income or net worth, not including the value of his primary residence, as calculated under Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. In the case of sales to fiduciary accounts (Keogh Plans, Individual Retirement Accounts (IRAs) and Qualified Pension/Profit Sharing Plans or Trusts), the above suitability standards must be met by the fiduciary account, the beneficiary of the fiduciary account, or by the donor who directly or indirectly supplies the funds for the purchase of the shares. Investor suitability standards in certain states may be higher than those described in this Form 1-A POS and/or Offering Circular. These standards represent minimum suitability requirements for prospective investors, and the satisfaction of such standards does not necessarily mean that an investment in the Company is suitable for such persons. Different rules apply to accredited investors.

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Each investor must represent in writing that he/she/it meets the applicable requirements set forth above and in the Subscription Agreement, including, among other things, that (i) he/she/it is purchasing the shares for his/her/its own account and (ii) he/she/it has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating without outside assistance the merits and risks of investing in the shares, or he/she/it and his/her/its purchaser representative together have such knowledge and experience that they are capable of evaluating the merits and risks of investing in the shares. Broker-dealers and other persons participating in the offering must make a reasonable inquiry in order to verify an investor's suitability for an investment in the Company. Transferees of the shares will be required to meet the above suitability standards.

The shares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) is named on the list of "specially designated nationals" or "blocked persons" maintained by the U.S. Office of Foreign Assets Control ("OFAC") at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time, (ii) an agency of the government of a Sanctioned Country, (iii) an organization controlled by a Sanctioned Country, or (iv) is a person residing in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC. A "Sanctioned Country" means a country subject to a sanctions program identified on the list maintained by OFAC and available at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time. Furthermore, the shares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) has more than fifteen percent (15%) of its assets in Sanctioned Countries or (ii) derives more than fifteen percent (15%) of its operating income from investments in, or transactions with, sanctioned persons or Sanctioned Countries.

The sale of other securities of the same class as those to be offered for the period of distribution will be limited and restricted to those sold through this Offering. Because the Shares being sold are not publicly or otherwise traded, the market for the securities offered is presently stabilized. 

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The Use of Proceeds is an estimate based on the Company's current business plan. We may find it necessary or advisable to reallocate portions of the net proceeds reserved for one category to another, or to add additional categories, and we will have broad discretion in doing so.

The maximum gross proceeds from the sale of the Shares in this Offering are $4,400,000. The net proceeds from the offering, assuming it is fully subscribed, are expected to be approximately $4,375,000 after the payment of offering costs such as printing, mailing, marketing, legal and accounting costs, and other compliance and professional fees that may be incurred. The estimate of the budget for offering costs is an estimate only and the actual offering costs may differ from those expected by management.

Management of the Company has wide latitude and discretion in the use of proceeds from this Offering. Ultimately, management of the Company intends to use substantially all of the net proceeds for general working capital, repayment of outstanding debt obligations, and acquisitions. At present, management's best estimate of the use of proceeds, at various funding milestones, is set out in the chart below. However, potential investors should note that this chart contains only the best estimates of the Company's management based upon information available to them at the present time, and that the actual use of proceeds is likely to vary from this chart based upon circumstances as they exist in the future, various needs of the Company at different times in the future, and the discretion of the Company's management at all times.

A portion of the proceeds from this Offering may be used to compensate or otherwise make payments to officers or directors of the issuer. The officers and directors of the Company may be paid salaries and receive benefits that are commensurate with similar companies, and a portion of the proceeds may be used to pay these ongoing business expenses.

USE OF PROCEEDS

The Company reserves the right to change the use of proceeds set out herein based on the needs of the ongoing business of the Company and the discretion of the Company's management. The Company may reallocate the estimated use of proceeds among the various categories or for other uses if management deems such a reallocation to be appropriate.

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Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements. These forward-looking statements generally are identified by the words believes, project, expects, anticipates, estimates, intends, strategy, plan, may, will, would, will be, will continue, will likely result, and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Company Overview and Plan of Operation

Health Education Corporation d/b/a NutraNomics, (the "Company or Nutranomics") was incorporated under the laws of the State of Delaware on February 14, 1996. The Company was originally organized to provide education services, books, cassette tapes and public presentations. The Company utilized several revenue generating tools in order to accomplish this goal including Live Blood Analysis, iridology, bone density screening and other self-help methods. In 1998, the Company changed its incorporation to the State of Utah. In 2001, the Company created its own line of nutritional products that quickly became its leading revenue source. The Company filed for the d/b/a. of “NutraNomics” in order to fully prepare and utilize the brand name for expansion. In retail outlets and to its clientele, the Company is now known as Nutranomics. The Company sells co-branded supplements direct to the public, through marketing partners and to third party health practitioners. The Company maintains multiple trademarks, trade names and patents.

Merger with Buka Ventures

On September 13, 2013, Buka Ventures, Inc. ("Buka"), a Nevada corporation since March 15, 2007 and the Company, executed and delivered a Share Exchange Agreement (the "Share Agreement") and all required or necessary documentation to complete a merger (collectively, the "Transaction Documents"), whereby Buka became the parent company and Nutranomics became the wholly-owned subsidiary on the closing of the Share Agreement. Prior to the closing of this transaction and pursuant to the Share Exchange Agreement, Buka canceled 24,400,000 of its 46,500,000 issued and outstanding common shares and simultaneously issued 25,005,544 shares of its common stock in exchange for 8,994,800 shares of Nutranomics common stock. The merger was treated as a reverse acquisition and a recapitalization of a public company. Accordingly, the historic financial statements of the Company are the historic financial statements of Nutranomics,. Buka’s name was formally changed to “Nutranomics, Inc.” in connection with the transaction. The “Company” hereinafter refers to Nutranomics, Inc., the Nevada parent corporation, or Health Education Corporation d/b/a Nutranomics, the Utah subsidiary corporation, as the context requires (Health Education Corporation d/b/a Nutranomics terminated its legal entity status in Utah on December 31, 2013).

Acquisition of The Plant

On May 2, 2022, the Company consummated the acquisition of DHS Development Inc. dba The Plant, of Desert Hot Springs, CA, to acquire the organization’s assets, IP and key personnel.  The Plant’s principals and key management will be an essential component to Nutranomics’ growth and critical to its success path in an evoling industry.

Change of State of Incorporation

On September 9, 2019 the Company filed Articles of Continuance with the Secretary of State of Wyoming, which changed the corporate registration from Nevada to Wyoming in accordance with the resolution of the Company’s board of directors dated May 23, 2019.

Overview of our Current Business

Since 1997, the Company has formulated more than 480 nutritional supplements, including formulating vitamin, mineral, herbal, and probiotic supplements. The Company has established an array of complementary services and education programs. To distribute our products, the Company has engaged sales representatives with access to all of North America.

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The Company uses all-natural, plant-based products and no fillers, and, are one of the few supplement companies to exclusively use carcinogen-free 100%-pure cellulose capsules for our products. Despite these additional expenses, the Company’s products are competitively priced to provide value to consumers who are seeking the highest quality products rather than the lowest price.

Products and Services

The Company offers a number of nutritional products which incorporate other proven nutrient enhancement products. The company has currently begun reformulation of the applicable product line to incorporate nano technology delivery in a pre-digestive format in products that would provide benefit from nano focused reformulation.

Wholesale Materials has positioned itself to provide contract services to the agricultural community and the farmer for biomass wholesale offerings. This offering encompasses guidance on market demand strains to maximize value and salability. Genetic services and agriculture strategies will be offered to help experienced farmers transition to the hemp cultivation space in all or portions of their crops.

The Plant is a holder of a California license for cannabis cultivation, manufacturing, and distribution, including an active Type 7 manufacturing license for volatile, non-volatile and solventless extraction methods, The Plant possesses broad production capabilities for innovative formulation and delivery methods. Manufacturing includes a highly diverse array of innovative product categories including capsules, tablets, beverage products, concentrates, edibles, inhalables and topicals. In addition to production capabilities across most product types, complimentary manufacturing services are also available such as white label and private label development, contract packaging, biomass sourcing, full distribution services and R&D.

Desert Hot Springs 10, Inc. (“DHS 10”) has the license in the state of California to cultivate the cannabis.

RCW Investments LLC (“RCW”) is responsible for brand formulation.

Raw Materials, Production and Fulfillment

The Company outsources all production and fulfillment to carefully selected third parties to maintain management’s focus on new product and market development. However, our commitment to the quality and consistency of our products is reflected in the selection and monitoring of all aspects of production. All of the Company’s supplements are processed by manufacturers with which to the best of our knowledge, follows the strictest Good Manufacturing Practices (GMPs) and quality controls to ensure purity in all of our products.

Through the company’s contract services offerings, the Company had relevance and viability to work with the hemp processing community to purchase biomass for processing to isolate, distillate and crude in order to fulfill contracts held by processors. Processing community provides access to end use extract products to take to market for any product not produced on consignment.

Sales and Marketing

The highly fragmented, competitive nature of the nutraceutical market makes sales and marketing efforts within the sector largely relationship driven. The Company uses a number of tools to reach its target market including direct to consumer sales, marketing partners and medical practioners to deliver products to end users.

We have a Social Media partner that promotes Nutranomics products, multiple times daily, through Facebook, Twitter, LinkedIn, Pinterest, and other social media sites. Through this medium we are able to obtain referral customers, new customers, and educate our customers.

Nutranomics is rebranding existing product lines to encompass nano technology in formulations that can be taken pre-digestive. Label conventions are nearing completion and work has started on renaming. Products are prioritized based on previous market demand. E- commerce platforms will be established on completion of reformulation to compliment the wholesale approach. Additional direct retail opportunities are being vetted.

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Wholesale/Outlet

Wholesale is focused on small to medium sized medical and health practices. Sales to this market are the highest volume with a satisfactory margin. We believe that the educational component of this segment of the wholesale market is critical to our long-term success. Not only does it provide customers with a true “value,” but it also enables participating retailers to differentiate themselves from competitors.

Wholesale Materials Division now provides direct access to hemp and hemp related products for sale to appropriate end use customers, including laboratories and alternative fiber companies needing biomass as well as companies who produce products that require isolate, distillate, or crude for further refinement into saleable products.

Custom Formulations

We can develop a product line specifically tailored to a customer’s needs. To date, we have formulated products for numerous clients, including vitamins, enzymes, antioxidants, minerals, amino acids, cosmetics, and toiletries. The company can now offer custom formulation utilizing nano approach for superior bio-availability.

New Formulas

Nutranomics is nearing completion on the reformulation of a series of best selling products in tandem with the finalization of new and novel approaches to nutrient delivery utilizing nanotization. The initial formulas that were redesigned are in final beta testing. An all new line of traditional vitamins with unique approach to ingredients as well as the method of delivery is ready and undergoing final packaging review. Nutranomics will be releasing a separate line of CBD infused products featuring the nano delivery system, as well as a traditional line of CBD products. A website is under development to launch the release in Q4 of 2020.

Growth Strategy

The Company has developed a multi-lateral strategy for growth, comprised of the following tactics:

·∙  Increase Sales of Existing Products in Existing Market  

·∙  Execute Launch of Practitioner Partnerships  

·∙  Expand Product and Service Offerings  

·∙  Continue to Build the Wholesale Materials Division  

Management is reviewing potential investment with joint venture investors to expand the product lines into oils and tinctures within the health and lifestyle markets.

Competition

The U.S. nutritional supplements retail industry is a large, highly fragmented and growing industry, with no single industry participant accounting for a majority of total industry retail sales. We believe competition is based on price, quality and assortment of products, customer service, marketing support and availability of new products. In addition, the market is highly sensitive to the introduction of new products.

Intellectual Property

We originally acquired the rights; via license with our founder to US patent #7,235,390 B2 for the Assimilation Enhancing System (AES^TM) (there is also a patent pending for the AES^TM in Japan). The AES^TM is a combination of enzymes and their co-factors that are designed to break down or digest nutrients more quickly so that the nutrients can be absorbed faster and more completely into the blood stream than if the AES^TM were not present. We also have various trademarks and logo registrations in several countries (e.g., China trademark for Nutranomics logo, application #9729947). After extensive analysis and market review, combined with the nano approach to new product reformulation, it was that NutraNomics would not renew the patent nor include it in the reformulated lines when released.

Government Regulations

The manufacture, packaging, labeling, advertising, promotion, distribution and sale of our products are subject to regulation by one or more federal agencies, including the FDA, Consumer Product Safety Commission, or CPSC, and the U.S. Department of Agriculture, or USDA. Advertising and other forms of promotion and methods of marketing are subject to regulation primarily by the U.S. Federal Trade Commission, or FTC, which regulates these activities under the Federal Trade Commission Act, or FTCA. The foregoing matters regarding our products are also regulated by various state and local agencies as well as those of each foreign country to which we distribute our products.

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The Dietary Supplement Health and Education Act of 1994, or DSHEA, amended the Federal Food, Drug, and Cosmetic Act, or FFDC Act, to establish a new framework governing the composition, safety, labeling, manufacturing and marketing of dietary supplements. All of the products we market are regulated as dietary supplements under the FFDC Act.

Pending Corporate Actions

On June 9, 2022, the Company submitted an Issuer Company Related Action Notification to FINRA to effectuate a 1 for 500 reverse split of the Company’s common stock.  This action is pending approval from FINRA.  In the event the Reverse Stock Split is approved, the offering price and shares offered will be automatically adjusted at the same ratio, and we will file a supplement to this Offering Circular as may be required.

Nine Months Ended April 30, 2022 Compared to Nine Months Ended April 30, 2020

We generated $1,887,745 in revenues for the Nine Months ended April 30, 2022, as compared to $1,000,750 for the Nine Months ended April 30, 2021.

Gross profits for the Nine Months ended April 30, 2022 were $(265,799), as compared to $(667,830) for the Nine Months ended April 30, 2020.  

Salary and Wage Expenses for the Nine Months ended April 30, 2022 were $1,698,205, as compared to $137,058 for the Nine Months ended April 30, 2021.

General and Administrative Expenses were $2,278,432 for the Nine Months ended April 30, 2022, as compared to $549,350 for the Nine Months ended April 30, 2021.

Net Profit (Loss) for the Nine Months ended April 30, 2022 was $(2,604,326) as compared to $(1,357,480) for the Year Ended April 30, 2021.

Net Cash provided by (used in) Operating Activities for the Nine Months ended April 30, 2022 was $(3,152,984), as compared to $572,853 for the Nine Months ended April 30, 2021.

Net Cash provided in Financing Activities for the Nine Months ended April 30, 2022 was $(29,723) as compared to $0 for the Nine Months ended April 30, 2021.  

Year Ended July 31, 2021 and Year Ended July 31, 2020.

We generated $0 in revenues for the Year ended July 31, 2021, as compared to $871 for the Year ended July 31, 2020.

Gross profits for the Year ended July 31, 2021 were $0 as compared to $(407) for the Year ended July 31, 2020.

Salary and Wage Expenses for the Year ended July 31, 2021 were $316,027, as compared to $170,288 for the Year ended July 31, 2020.

Professional Fees for the Year ended July 31, 2021 were $53,641, as compared to $83,108 for the Year ended July 31, 2020.

Marketing and Advertising Expenses for the Year ended July 31, 2021 were $0, as compared to $15,439 for the Year ended July 31, 2020.

General and Administrative Expenses were $23,104 for the Year ended July 31, 2021, as compared to $326,267 for the Year ended July 31, 2020.

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Liquidity and Capital Resources

Net Profit (Loss) for the Year ended July 31, 2021 was $1,041,453 as compared to $(950,795) for the Year Ended July 31, 2020.

Net Cash used in Operating Activities for the Year ended July 31, 2021 was $(76,121), as compared to $(570,270) for the Year ended July 31, 2020.  

Net Cash provided in Financing Activities for the Year ended July 31, 2021 was $103,300 compared to $570,874 for the Year ended July 31, 2020.  

Current Position

As of April 30, 2020, the Company had $310,460 in cash to fund its operations.  The Company does not believe its current cash balance will be sufficient to allow the Company to fund its planned operating activities for the next twelve months.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease operations or substantially curtail some of its planned activities.  These conditions raise substantial doubt as to the Company's ability to continue as a going concern.  The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities should the Company be unable to continue as a going concern.

As the Company continues to incur losses, achieving profitability is dependent on achieving a level of revenues adequate to support the Company's cost structure.  The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional capital.  Management intends to fund future operations through additional private or public equity offering and may seek additional capital through arrangements with strategic partners of from other sources.  There can be no assurances, however, that additional funding will be available on terms acceptable to the Company, or at all.  Any equity financing may be dilutive to existing shareholders.

As of April 30, 2021, there were no off balance sheet arrangements.

Going Concern

The Company’s financial statements are prepared using generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. For the nine months ended April 30, 2022 the Company has net losses of $2,604,326 and used cash of $3,152,984 in operations. Further, the Company has negative working capital of $14,802,986, a stockholders’ deficit of $13,219,262 and an accumulated deficit of $5,476,111 at April 30, 2022 and does not have the requisite liquidity to pay its current obligations. Many of the debt obligations are currently in default. These factors, among others, raise substantial doubt about its ability to continue as a going concern. Management will seek to increase revenues and reduce costs, while raising capital through the sale of its stock. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operation where such policies affect our reported and expected financial results. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

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Additional Company Matters

The Company has not filed for bankruptcy protection nor has it ever been involved in receivership or similar proceedings.

On August 15, 2019 Typenex Co-Invesment LLC (Typenex) obtained a default judgement for $559,367, plus interest of 22% and legal costs against the Company from the Third Judicial Court of Salt Lake County State of Utah.  The judgement stems from legal action by Typenex to collect outstanding principal, interest and default penalties from the December 2, 2014, secured convertible promissory note in the amount of $224,000.  The note terms provided for an initial tranche of $59,000 and 3 additional tranches of $55,000.  The note tranche of $59,000 was funded and other tranches were not funded.  The Company is in ongoing negotiations with Typenex to resolve the matter and believes that any eventual settlement is included in settlement reserves as discussed in the financial statements.  All other known legal matters are disclosed and discussed in footnotes to the financial statements.

Directors and Executive Officers

The following table sets forth regarding our executive officers, directors and significant employees, including their ages as of the date of this Offering Circular:

Jonathan Bishop, CEO/President/Director

Throughout his accomplished 25+ year career of business leadership, Jonathan Bishop has been instrumental in bringing substantial and measurable results to market leaders throughout his extensive career. He has successfully increased new revenue streams through strategic vision, adding new markets and instituting cutting edge training, while being responsible for reorganizing and fully restructuring these organizations for future success.

A 1997 graduate of University of Massachusetts Dartmouth with a B.A. in Political Science, Government and Secondary Education, Mr. Bishop is an experienced Chief Executive Officer with a demonstrated history of achievement in the Management Consulting industry. His experience in the telecommunications space has proven invaluable to the restructuring of NutraNomics, and the core concepts upon which to drive the Company forward.

As Vice President of Customer Operations with Network Plus in Quincy, MA, he coached and managed more than 100 employees, and was credited with improving customer retention from 77% to 95% in just 12 months.  As the New York/New Jersey Data Center Sales Manager for the same company, he was credited with building the division into the highest revenue producer nationwide.  As a Sales Director for Lightship, he ran the RI, MA and NH markets to become the highest grossing division in the company. As a VP with QuaesTel Inc., he ran a successful operations, infrastructure and development division, empowering the company’s European Expansion.  Initially with Gryphone Global as a consultant who was recruited to “fix” sales and operations, he was soon promoted to President, then named CEO after a 2-company merger. He successfully guided the company to becoming the top producing Verizon reseller in both commercial and residential sectors nationwide.

As CEO and Chairman of NutraNomics, Inc., Jonathan Bishop brings vision, execution and leadership to the company an industry that is in constant motion. His vast professional experience has well positioned him for success, and he looks forward to guiding NutraNomics to new levels of achievement.

Geoff Bazegian, Chief Revenue Officer/Director

As NutraNomics President and Chief Revenue Officer, Geoff Bazegian brings with him over 30 years of achievement in the areas of business development, new market expansion and partnership relationship management in competitive markets both domestically and globally. Having successfully navigated the ever-changing worlds of telecommunications and technology over this period, Mr. Bazegian’s success has been realized through his recognition of evolving new market opportunities, and executing innovative strategies designed to best appeal to those targets.

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A demonstrated professional armed with decades of valuable experience and leadership skills, Mr. Bazegian is an accomplished professional and effective business leader who combines the principles of strategic vision and tenacity to accomplish challenging organizational objectives.

As a senior manager with Network Plus, he was credited with founding and managing several divisions that oversaw complex sales initiatives to large corporate customers, affinity groups, and large-scale wholesale carrier accounts globally. As Vice-President and co-founder of Network Plus’ International Wholesale Division, he was credited with building a division that produced new revenues in excess of $140M annually, fueling the Company’s successful Initial Public Offering. As Senior Vice President of Sales and Carrier Relations, and founding member of QuaesTel’s executive management team, he was responsible for the implementation and oversight of all sales and business development for all channels, directly and indirectly, throughout the U.S. and Central and Eastern Europe. Additionally, Geoff spent several years as a business and technology consultant in the areas of wireless technology and IP-based communications/contact center systems integration to several firms located throughout the Northeastern US.

Since 2018, Geoff has been working collaboratively with fellow members of the NutraNomics senior management team to formulate a clear vision for success. As President and CRO of the Company, he now looks forward to playing a guiding role in the execution of that vision.

Sherratt Reicher, Director

Sherratt Reicher brings more than 20 years of experience in corporate strategy to his role as Chief Strategy Officer of The Plant. Through his work with the leadership team and fellow board of directors, Sherratt develops the vision and strategy for the organization. His expertise in overseeing strategic planning, and leading strategic initiatives, including M&A, transformation, partnerships, and cost reduction makes him a valued asset to the company.  

Sherratt is a skilled investor and chief executive, having owned Coors/Miller distributors and invested in Muscle Milk, he currently owns a winery in Napa Valley and has an eye towards future trends and strategic business decisions.  With his degree in Biotechnology, Sherratt contributes his vast knowledge to the field of cannabis while producing comprehensive strategic plans and facilitating their execution.

Mattie Cooper, Director

As President of The Plant, and Board Member of NutraNomics, Mattie Cooper leads, plans and directs the company's objectives and initiatives. Her years of experience in business aid her in leading the charge to define standards, policies and procedures, and workflow to drive the achievement of maximum financial performance. Working with all departments to manage sustainable growth, Mattie leads the company towards scaling existing production and expansion into new areas of business.

Mattie is adept at taking on leadership roles while being diversified in operations, investments and marketing activities.  She brings leadership experience through her prior roles in both the wine industry and in investment relations.  Having earned her Masters Degree at the University of San Francisco, Mattie is a tremendous asset to NutraNomics and The Plant.

Clayton Wiedemann, Director

In addition to serving on the Board of NutraNomics, Clayton oversees corporate development for both the parent company, NutraNomics, as well as The Plant.  He is responsible for strategic decision-making creating opportunities to grow and restructure the business. Through his expertise in establishing strategic partnerships, Clayton also leverages the value of the company through mergers and acquisitions enhancing organizational excellence. Clayton’s background in vendor relations, cost analysis, inventory management, real estate development and investment, contract negotiations and infrastructure projects brings further value to the company.

A fifth-generation rancher and farmer, Clayton is involved in the management of Wiedemann Ranch, Inc., a family-operated cattle ranch established 150 years ago in the southern part of Contra Costa County. He is actively involved in both the California and Contra Costa/Alameda County Cattlemen’s Association, and has served on the board of the Agricultural Natural Resource Trust, a land conservancy focused on mitigation projects and preservation of farmland, as well as the Cattleman's Association of Contra Costa County/Alameda County.

As the Senior Vice President of Integration Services, Clayton looks forward to elevating the company’s integrity, and strengthening present and future architecture.

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Compensation of Directors and Executive Officers

For the present directors, only expenses are reimbursed for their participation on the board of directors.  The Company may choose to compensate its directors in the future at the Company's discretion.

Stock Incentive Plan

In the future, we may establish a management stock incentive plan pursuant to which stock options and awards may be authorized and granted to our directors, executive officers, employees and key employees or consultants. Details of such a plan, should one be established, have not been decided yet. Stock options or a significant equity ownership position in us may be utilized by us in the future to attract one or more new key senior executives to manage and facilitate our growth.

Board of Directors

Our board of directors currently consists of five directors.  None of our directors are "independent" as defined in Rule 4200 of FINRA's listing standards. We may appoint additional independent directors to our board of directors in the future, particularly to serve on committees should they be established.

Committees of the Board of Directors

We may establish an audit committee, compensation committee, a nominating and governance committee and other committees to our Board of Directors in the future, but have not done so as of the date of this Offering Circular. Until such committees are established, matters that would otherwise be addressed by such committees will be acted upon by the Board of Directors.

Director Compensation

We do not pay our directors any compensation for their services as board members, with the exception of reimbursing and board related expenses. In the future, we may compensate directors, particularly those who are not also employees and who act as independent board members, on either a per meeting or fixed compensation basis.

Limitation of Liability and Indemnification of Officers and Directors

Our Bylaws limit the liability of directors and officers of the Company to the maximum extent permitted by Wyoming law. The Bylaws state that the Company shall indemnify and hold harmless each person who was or is a party or is threatened to be made a party to, or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or an officer of the Company or such director or officer is or was serving at the request of the Company as a director, officer, partner, member, manager, trustee, employee or agent of another company or of a partnership, limited liability company, joint venture, trust or other enterprise.

The Company believes that indemnification under our Bylaws covers at least negligence and gross negligence on the part of indemnified parties. The Company also may secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in connection with their services to us, regardless of whether our Bylaws permit such indemnification.

The Company may also enter into separate indemnification agreements with its directors and officers, in addition to the indemnification provided for in our Bylaws. These agreements, among other things, may provide that we will indemnify our directors and officers for certain expenses (including attorneys' fees), judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of such person's services as one of our directors or officers, or rendering services at our request, to any of its subsidiaries or any other company or enterprise. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers.

There is no pending litigation or proceeding involving any of our directors or officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

For additional information on indemnification and limitations on liability of our directors and officers, please review the Company's Bylaws, which are attached to this Offering Circular.

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The following table sets forth information regarding beneficial ownership of our Stock as of the date of this Offering Circular.  None of our Officers or Directors are selling stock in this Offering.

Beneficial ownership and percentage ownership are determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to Shares of stock. This information does not necessarily indicate beneficial ownership for any other purpose.

Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each Shareholder named in the following table possesses sole voting and investment power over their Shares of Stock. Percentage of beneficial ownership before the offering is based on 15,324,654,045 Shares of Common Stock, 1,000,000 shares of Series A Preferred Stock, and 1,000,000 shares of Series B Preferred Stock outstanding as of the date of this Offering Circular.

The table above reflects Shares beneficially owned by our Officers and Directors as of the date of this Offering Circular.

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The Company is offering Shares of its Common Stock. Except as otherwise required by law, the Company's Articles of Incorporation or Bylaws, each Shareholder shall be entitled to one vote for each Share held by such Shareholder on the record date of any vote of Shareholders of the Company. The Shares of Common Stock, when issued, will be fully paid and non-assessable. Since it is anticipated that at least for the next 12 months the majority of the Company's voting power will be held by Management, the holders of Common Stock issued pursuant to this Offering Circular should not expect to be able to influence any decisions by management of the Company through the voting power of such Common Stock.

The Company does not expect to create any additional classes of Common Stock during the next 12 months, but the Company is not limited from creating additional classes which may have preferred dividend, voting and/or liquidation rights or other benefits not available to holders of its common stock.

The Company does not expect to declare dividends for holders of Common Stock in the foreseeable future. Dividends will be declared, if at all (and subject to rights of holders of additional classes of securities, if any), in the discretion of the Company's Board of Directors. Dividends, if ever declared, may be paid in cash, in property, or in shares of the capital stock of the Company, subject to the provisions of law, the Company's Bylaws and the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such sums as the Board of Directors, in its absolute discretion, deems proper as a reserve for working capital, to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the Company, or for such other purposes as the Board of Directors shall deem in the best interests of the Company.

There is no minimum number of Shares that needs to be sold in order for funds to be released to the Company and for this Offering to hold its first closing.

The minimum subscription that will be accepted from an investor is $250.00 Shares (the 'Minimum Subscription').

A subscription for $250.00 or more in the Shares may be made only by tendering to the Company the executed Subscription Agreement (electronically or in writing) delivered with the subscription price in a form acceptable to the Company, via check, wire, credit or debit card, or ACH. The execution and tender of the documents required, as detailed in the materials, constitutes a binding offer to purchase the number of Shares stipulated therein and an agreement to hold the offer open until the Expiration Date or until the offer is accepted or rejected by the Company, whichever occurs first.

The Company reserves the unqualified discretionary right to reject any subscription for Shares, in whole or in part. The Company reserves the unqualified discretionary right to accept any subscription for Shares, in an amount less than the Minimum Subscription. If the Company rejects any offer to subscribe for the Shares, it will return the subscription payment, without interest or reduction. The Company's acceptance of your subscription will be effective when an authorized representative of the Company issues you written or electronic notification that the subscription was accepted.

There are no liquidation rights, preemptive rights, conversion rights, redemption provisions, sinking fund provisions, impacts on classification of the Board of Directors where cumulative voting is permitted or required related to the Common Stock, provisions discriminating against any existing or prospective holder of the Common Stock as a result of such Shareholder owning a substantial amount of securities, or rights of Shareholders that may be modified otherwise than by a vote of a majority or more of the shares outstanding, voting as a class defined in any corporate document as of the date of filing. The Common Stock will not be subject to further calls or assessment by the Company. There are no restrictions on alienability of the Common Stock in the corporate documents other than those disclosed in this Offering Circular. The Company has engaged Transfer Online to serve as the transfer agent and registrant for the Shares. For additional information regarding the Shares, please review the Company's Bylaws, which are attached to this Offering Circular.

Excepting matters arising under federal securities laws, any disputes between the Company and shareholders shall be governed in reliance on the laws of the state of Wyoming. Furthermore, the Subscription Agreement for this Regulation A offering appoints the state and federal courts located in Cheyenne, Wyoming as having jurisdiction over any disputes related to this Regulation A offering between the Company and shareholders.

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DESCRIPTION OF SECURITIES

Common Stock

The holders of our common stock are entitled to one vote per share on all matters submitted to a vote of our stockholders. The holders of the common stock have the sole right to vote, except as otherwise provided by law, by our articles of incorporation, or in a statement by our board of directors in a Preferred Stock Designation.

In addition, such holders are entitled to receive ratably such dividends, if any, as may be declared from time to time by our board of directors out of legally available funds, subject to the payment of preferential dividends or other restrictions on dividends contained in any Preferred Stock Designation, including, without limitation, the Preferred Stock Designation establishing a series of preferred stock described above. In the event of the dissolution, liquidation or winding up of Viper Networks, Inc., the holders of our common stock are entitled to share ratably in all assets remaining after payment of all our liabilities, subject to the preferential distribution rights granted to the holders of any series of our preferred stock in any Preferred Stock Designation, including, without limitation, the Preferred Stock Designation establishing a series of our preferred stock described above.

The holders of the common stock do not have cumulative voting rights or preemptive rights to acquire or subscribe for additional, unissued or treasury shares in accordance with the laws of the State of Nevada. Accordingly, excluding any voting rights granted to any series of our preferred stock, the holders of more than 50 percent of the issued and outstanding shares of the common stock voting for the election of directors can elect all of the directors if they choose to do so, and in such event, the holders of the remaining shares of the common stock voting for the election of the directors will be unable to elect any person or persons to the board of directors. All outstanding shares of the common stock are fully paid and nonassessable.

The laws of the State of Wyoming provide that the affirmative vote of a majority of the holders of the outstanding shares of our common stock and any series of our preferred stock entitled to vote thereon is required to authorize any amendment to our articles of incorporation, any merger or consolidation of Nutranomics, Inc. with any corporation, or any liquidation or disposition of any substantial assets of Nutranomics, Inc.

Preferred Stock

The Company is authorized to issue up to 25,000,000 shares of preferred stock.  The Company has designated the following classes of preferred stock:

Series A Preferred Stock

The Company has designated 1,000,000 shares of preferred stock as Series A Preferred Stock.  Each holder of the Series A Preferred Stock is entitled to cast the number of votes equal to the quotient of the sum of all outstanding shares of voting stock of the Company, on a fully diluted basis, divided by 0.99.

Series B Preferred Stock

The Company has designated 1,000,000 shares of preferred stock as Series B Preferred Stock.  Each share of Series B Preferred stock is convertible at the lower of (i) the 25% lowest closing bid price for the 20 trading days prior to the conversion or (ii) the fixed price, which is set at $1.00 both of which are subject to adjustment as provided in the Series B certificate of designation. The stated value of the shares is $100 per share. Each share of Series B is entitled to vote the number of shares into which each share of common stock that the Series B is convertible into as defined in the Certificate of Designation. The holders of Series B are entitled to elect three members to the board of directors. Each share of Series B can convert, at the option of the holder, into 0.00003% of the Company’s common stock issued and outstanding at the time of conversion, on a fully diluted basis. The Series B shall have a liquidation amount of $14,000,000 when fully issued and outstanding.

Series C Preferred Stock

The Company has designated 1,000,000 shares of preferred stock as Series C Preferred Stock.  Each share of Series C Preferred Stock is convertible at the option of the holder into 0.00001% of the Company's common stock issued and outstanding on a Fully Diluted basis, as defined in the Certificate of Designation.

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Series D Preferred Stock

The Company has designated 250 shares of preferred stock as Series D Preferred Stock.  Each share of Series D Preferred Stock is convertible into 0.1% of the Company’s common stock issued and outstanding at the time of conversion on a Fully Diluted basis, as defined in the Certificate of Designation.

Recent changes to Regulation A promulgated under the Securities Act prohibit an issuer from claiming an exemption from registration of its securities under such rule if the issuer, any of its predecessors, any affiliated issuer, any director, executive officer, other officer participating in the offering of the interests, general partner or managing member of the issuer, any beneficial owner of 20% or more of the voting power of the issuer's outstanding voting equity securities, any promoter connected with the issuer in any capacity as of the date hereof, any investment manager of the issuer, any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of the issuer's interests, any general partner or managing member of any such investment manager or solicitor, or any director, executive officer or other officer participating in the offering of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor has been subject to certain "Disqualifying Events" described in Rule 506(d)(1) of Regulation D subsequent to September 23, 2013, subject to certain limited exceptions. The Company is required to exercise reasonable care in conducting an inquiry to determine whether any such persons have been subject to such Disqualifying Events and is required to disclose any Disqualifying Events that occurred prior to September 23, 2013 to investors in the Company. The Company believes that it has exercised reasonable care in conducting an inquiry into Disqualifying Events by the foregoing persons and is aware of the no such Disqualifying Events.

It is possible that (a) Disqualifying Events may exist of which the Company is not aware and (b) the SEC, a court or other finder of fact may determine that the steps that the Company has taken to conduct its inquiry were inadequate and did not constitute reasonable care. If such a finding were made, the Company may lose its ability to rely upon exemptions under Regulation A, and, depending on the circumstances, may be required to register the Offering of the Company's Common Stock with the SEC and under applicable state securities laws or to conduct a rescission offer with respect to the securities sold in the Offering.

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Trustees and other fiduciaries of qualified retirement plans or IRAs that are set up as part of a plan sponsored and maintained by an employer, as well as trustees and fiduciaries of Keogh Plans under which employees, in addition to self-employed individuals, are participants (together, "ERISA Plans"), are governed by the fiduciary responsibility provisions of Title 1 of the Employee Retirement Income Security Act of 1974 ("ERISA"). An investment in the Shares by an ERISA Plan must be made in accordance with the general obligation of fiduciaries under ERISA to discharge their duties (i) for the exclusive purpose of providing benefits to participants and their beneficiaries; (ii) with the same standard of care that would be exercised by a prudent man familiar with such matters acting under similar circumstances; (iii) in such a manner as to diversify the investments of the plan, unless it is clearly prudent not do so; and (iv) in accordance with the documents establishing the plan. Fiduciaries considering an investment in the Shares should accordingly consult their own legal advisors if they have any concern as to whether the investment would be inconsistent with any of these criteria.

Fiduciaries of certain ERISA Plans which provide for individual accounts (for example, those which qualify under Section 401(k) of the Code, Keogh Plans and IRAs) and which permit a beneficiary to exercise independent control over the assets in his individual account, will not be liable for any investment loss or for any breach of the prudence or diversification obligations which results from the exercise of such control by the beneficiary, nor will the beneficiary be deemed to be a fiduciary subject to the general fiduciary obligations merely by virtue of his exercise of such control. On October 13, 1992, the Department of Labor issued regulations establishing criteria for determining whether the extent of a beneficiary's independent control over the assets in his account is adequate to relieve the ERISA Plan's fiduciaries of their obligations with respect to an investment directed by the beneficiary. Under the regulations, the beneficiary must not only exercise actual, independent control in directing the particular investment transaction, but also the ERISA Plan must give the participant or beneficiary a reasonable opportunity to exercise such control, and must permit him to choose among a broad range of investment alternatives.

Trustees and other fiduciaries making the investment decision for any qualified retirement plan, IRA or Keogh Plan (or beneficiaries exercising control over their individual accounts) should also consider the application of the prohibited transactions provisions of ERISA and the Code in making their investment decision. Sales and certain other transactions between a qualified retirement plan, IRA or Keogh Plan and certain persons related to it (e.g., a plan sponsor, fiduciary, or service provider) are prohibited transactions. The particular facts concerning the sponsorship, operations and other investments of a qualified retirement plan, IRA or Keogh Plan may cause a wide range of persons to be treated as parties in interest or disqualified persons with respect to it. Any fiduciary, participant or beneficiary considering an investment in Shares by a qualified retirement plan IRA or Keogh Plan should examine the individual circumstances of that plan to determine that the investment will not be a prohibited transaction. Fiduciaries, participants or beneficiaries considering an investment in the Shares should consult their own legal advisors if they have any concern as to whether the investment would be a prohibited transaction.

Regulations issued on November 13, 1986, by the Department of Labor (the "Final Plan Assets Regulations") provide that when an ERISA Plan or any other plan covered by Code Section 4975 (e.g., an IRA or a Keogh Plan which covers only self-employed persons) makes an investment in an equity interest of an entity that is neither a "publicly offered security" nor a security issued by an investment company registered under the Investment Company Act of 1940, the underlying assets of the entity in which the investment is made could be treated as assets of the investing plan (referred to in ERISA as "plan assets"). Programs which are deemed to be operating companies or which do not issue more than 25% of their equity interests to ERISA Plans are exempt from being designated as holding "plan assets." Management anticipates that we would clearly be characterized as an "operating" for the purposes of the regulations, and that it would therefore not be deemed to be holding "plan assets."

Classification of our assets of as "plan assets" could adversely affect both the plan fiduciary and management. The term "fiduciary" is defined generally to include any person who exercises any authority or control over the management or disposition of plan assets. Thus, classification of our assets as plan assets could make the management a "fiduciary" of an investing plan. If our assets are deemed to be plan assets of investor plans, transactions which may occur in the course of its operations may constitute violations by the management of fiduciary duties under ERISA. Violation of fiduciary duties by management could result in liability not only for management but also for the trustee or other fiduciary of an investing ERISA Plan. In addition, if our assets are classified as "plan assets," certain transactions that we might enter into in the ordinary course of our business might constitute "prohibited transactions" under ERISA and the Code.

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Under Code Section 408(i), as amended by the Tax Reform Act of 1986, IRA trustees must report the fair market value of investments to IRA holders by January 31 of each year. The Service has not yet promulgated regulations defining appropriate methods for the determination of fair market value for this purpose. In addition, the assets of an ERISA Plan or Keogh Plan must be valued at their "current value" as of the close of the plan's fiscal year in order to comply with certain reporting obligations under ERISA and the Code. For purposes of such requirements, "current value" means fair market value where available. Otherwise, current value means the fair value as determined in good faith under the terms of the plan by a trustee or other named fiduciary, assuming an orderly liquidation at the time of the determination. We do not have an obligation under ERISA or the Code with respect to such reports or valuation although management will use good faith efforts to assist fiduciaries with their valuation reports. There can be no assurance, however, that any value so established (i) could or will actually be realized by the IRA, ERISA Plan or Keogh Plan upon sale of the Shares or upon liquidation of us, or (ii) will comply with the ERISA or Code requirements.

The income earned by a qualified pension, profit sharing or stock bonus plan (collectively, "Qualified Plan") and by an individual retirement account ("IRA") is generally exempt from taxation. However, if a Qualified Plan or IRA earns "unrelated business taxable income" ("UBTI"), this income will be subject to tax to the extent it exceeds $1,000 during any fiscal year. The amount of unrelated business taxable income in excess of $1,000 in any fiscal year will be taxed at rates up to 36%. In addition, such unrelated business taxable income may result in a tax preference, which may be subject to the alternative minimum tax. It is anticipated that income and gain from an investment in the Shares will not be taxed as UBTI to tax exempt shareholders, because they are participating only as passive financing sources.

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The Shares will be sold only to a person who is not an accredited investor if the aggregate purchase price paid by such person is no more than 10% of the greater of such person's annual income or net worth, not including the value of his primary residence, as calculated under Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. In the case of sales to fiduciary accounts (Keogh Plans, Individual Retirement Accounts (IRAs) and Qualified Pension/Profit Sharing Plans or Trusts), the above suitability standards must be met by the fiduciary account, the beneficiary of the fiduciary account, or by the donor who directly or indirectly supplies the funds for the purchase of Shares. Investor suitability standards in certain states may be higher than those described in this Offering Circular. These standards represent minimum suitability requirements for prospective investors, and the satisfaction of such standards does not necessarily mean that an investment in the Company is suitable for such persons.

Each investor must represent in writing that he/she meets the applicable requirements set forth above and in the Subscription Agreement, including, among other things, that (i) he/she is purchasing the Shares for his/her own account and (ii) he/she has such knowledge and experience in financial and business matters that he/she is capable of evaluating without outside assistance the merits and risks of investing in the Shares, or he/she and his/her purchaser representative together have such knowledge and experience that they are capable of evaluating the merits and risks of investing in the Shares. Transferees of Shares will be required to meet the above suitability standards.

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Index to Exhibits

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for this Form 1-A POS and has duly caused this Offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, on September 27, 2022.

This Form 1-A POS has been signed by the following persons in the capacities and on the dates indicated.

The undersigned hereby authenticate, acknowledge and otherwise adopt the typed signatures above and as otherwise appear in this filing and Offering.

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FINANCIAL STATEMENTS

(Unaudited)

NUTRANOMICS, INC.

37

NUTRANOMICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

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

38

FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2022 AND 2021

(Unaudited)

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

39

NUTRANOMICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2022 AND 2021

(Unaudited)

For the Three Months Ended April 30, 2022

For the Three Months Ended April 30, 2021

For the Nine Months Ended April 30, 2022

40

For the Nine Months Ended April 30, 2021

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

41

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED

APRIL 30, 2022 AND 2021

(Unaudited)

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

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Corporate History

Health Education Corporation d/b/a Nutranomics, (the “Company or Nutranomics”) was incorporated under the laws of the State of Delaware on February 14, 1996. In 1998, the Company changed its incorporation to the State of Utah. In 2001, the Company created its own line of nutritional products that quickly became its leading revenue source. The Company filed for the d/b/a. of “Nutranomics” in order to fully prepare and utilize the brand name for expansion. In retail outlets and to its clientele, the Company is now known as Nutranomics. The Company sells co-branded supplements direct to the public, through marketing partners and to third party health practitioners. The Company maintains multiple trademarks, trade names and patents.

Merger

On September 13, 2013, Buka Ventures, Inc. (“Buka”), a Nevada corporation, and the Company, executed a Share Exchange Agreement, whereby Buka became the parent company and Nutranomics became the wholly-owned subsidiary on the closing. Prior to the closing of this transaction and pursuant to the Share Exchange Agreement, Buka canceled 25,000,000 of its 46,500,000 issued and outstanding common shares and simultaneously issued 25,005,544 shares of its common stock in exchange for 8,994,800 shares of Nutranomics common stock. The merger was treated as a reverse acquisition and a recapitalization of a public company. Accordingly, the historic financial statements of the Company are the historic financial statements of Nutranomics.  Buka’s name was formally changed to “Nutranomics, Inc.” in connection with the transaction.  The “Company” hereinafter refers to Nutranomics, Inc., the Nevada parent corporation, or Health Education Corporation d/b/a Nutranomics, the Utah subsidiary corporation, as the context requires (Health Education Corporation d/b/a Nutranomics terminated its legal entity status in Utah on December 31, 2013 and redomiciled to Nevada until September 11, 2019, when it redomiciled to Wyoming).

Reverse Merger/Acquisition of DHS Development, Inc. et al

Effective April 28, 2022, Nutranomics completed its full acquisition of DHS Development, Inc. dba The Plant and its affiliates (“DHS”). Relevant deal points are as follows: Nutranomics acquired 100% of Targets through an equity exchange. The following entities are now owned by Nutranomics: DHS Development, Inc. dba The Plant (Type 7 Manufacturing), DHS10, Inc. (Cultivation), RCW Investments LLC (Brand/Formulation IP), Greenbird Distribution.

The aggregate purchase price for the transaction shall be post-Closing cash bonuses to be paid to the principal DHS shareholders and Series B Preferred Stock of Nutranomics convertible to a total of up to 30% of the total issued and outstanding common stock of the Company on a fully diluted basis as follows:

At the close, Nutranomics shall deliver to the DHS shareholders 500,000 shares of Series B Preferred Stock convertible into 15% of the total issued and outstanding common stock of the Company on a fully diluted basis, with anti-dilution rights for a period of 18 months following the Closing Date.

Upon the achievement by the surviving corporations of revenue and net earnings amounts $18,833,646 and $2,825,046, respectively, as defined in the agreement, both calculated on a cumulative basis, Nutranomics shall deliver to the Targets shareholders shares of Series B Preferred Stock convertible into an additional 7.5% of the total issued and outstanding common stock of the Company on a fully diluted basis as of the date of issuance (“First Milestone”).

Upon the achievement by the surviving corporations of revenue and net earnings amounts $37,767,299 and $5,634,031, respectively, as defined in the agreement, both calculated on a cumulative basis inclusive of the First Milestone (the “Second Milestone”), Nutranomics shall deliver to the Targets shareholders shares of Series B Preferred Stock convertible into an additional 7.5% of the total issued and outstanding common stock of the Company on a fully diluted basis as of the date of issuance.

For as long as a Principal DHS Shareholder is a member of the Board of Directors of Nutranomics, the Company shall pay a cash bonus to such shareholder as defined in the agreement.

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NUTRANOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company evaluated the substance of the transaction and found It met the criteria for the accounting and reporting treatment of a reverse acquisition under ASC 805 (Business Combinations)-40-45 (Reverse Acquisition and Other Presentation Matters) and will consolidate the operations of DHS and the financial condition from the closing date of the transaction. The historic results of operations will reflect those of DHS. As such, DHS is treated as the acquirer while the Company is treated as the acquired entity for accounting and financial reporting purposes.

Under reverse merger accounting, the comparative historical financial statements of the Company, as the legal acquirer, are those of the accounting acquirer, DHS, the Company’s financial statements prior to the closing of the reverse acquisition; reflect only the business of DHS. 

DHS Development, Inc. (the “Plant”) was incorporated under the laws of the State of California on July 13, 2018. The Plant is a holder of a California license for cannabis cultivation, manufacturing, and distribution, including an active Type 7 manufacturing license for volatile, non-volatile and solventless extraction methods, The Plant possesses broad production capabilities for innovative formulation and delivery methods. Manufacturing includes a highly diverse array of innovative product categories including capsules, tablets, beverage products, concentrates, edibles, inhalables and topicals. In addition to production capabilities across most product types, complimentary manufacturing services are also available such as white label and private label development, contract packaging, biomass sourcing, full distribution services and R&D.

Desert Hot Springs 10, Inc. (“DHS 10”) was incorporated under the laws of the State of California on March 15, 2018. The Company has the license in the state of California to cultivate the cannabis.

RCW Investments LLC (“RCW”) was organized under the laws of the State of California on May 21, 2018. The Company is responsible for brand formulation.

Change of State of Incorporation

On September 9, 2019, the Company filed Articles of Continuance with the Secretary of State of Wyoming, which changed the corporate registration from Nevada to Wyoming in accordance with the resolution of the Company’s board of directors, dated May 23, 2019.

Increase in Authorized Shares of Common Stock

On March 17, 2020, the Wyoming Secretary of State approved the Company’s increase of authorized common stock to 10,000,000,000 shares.

On September 3, 2021, the Wyoming Secretary of State approved the Company’s amendment to its articles of incorporation to increase the authorized shares of common stock to 60,000,000,000.

Decrease in Par Value of Common Stock

On March 29, 2022, the Wyoming Secretary of State approved the Company’s amendment to its articles of incorporation to decrease the par value of common stock to $0.0001 per share.

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NUTRANOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN

Basis of Presentation and Principles of Consolidation

The accompanying unaudited consolidated financial statements include the accounts of Nutranomics and its wholly-owned subsidiaries, DHS Development, Inc. dba The Plant, DHS10, Inc., RCW Investments LLC and Greenbird Distribution. All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, certain information and footnote disclosures normally included in financial statements in accordance with GAAP have been omitted. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended April 30, 2022 are not necessarily indicative of the results that may be expected for the year ending July 31, 2022.

Cash and Cash Equivalents

Cash includes demand deposits, time deposits, certificates of deposit and short-term liquid investments with an original maturity of three months or less when purchased. The Company maintains deposits in a financial institution which through the FDIC insures deposits up to $250,000. The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risks from excess deposits. None of the Company’s cash is restricted.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable net of the allowance for doubtful accounts. As of April 30, 2022, and July 31, 2021, the Company had no reserves against accounts receivable.

Inventories

Inventories, consisting of raw materials and finished goods, are stated at average cost using the first-in, first-out (FIFO) valuation method. Inventory was $1,326,943 and $1,014,428 at April 30, 2022 and July 31, 2021, respectively.

Property and equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is currently being provided using the straight-line method for financial reporting purposes over an estimated useful life of five to seven years. Expenditures for normal maintenance and repairs are expensed as incurred. The cost of assets sold or abandoned, and the related accumulated depreciation are eliminated from the accounts and any gains or losses are charged or credited to operations in the respective periods.

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NUTRANOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Going Concern

The Company’s financial statements are prepared using generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. For the nine months ended April 30, 2022 the Company has net losses of $2,604,326 and used cash of $3,152,984 in operations. Further, the Company has negative working capital of $14,802,986, a stockholders’ deficit of $13,219,262 and an accumulated deficit of $5,476,111 at April 30, 2022 and does not have the requisite liquidity to pay its current obligations. Many of the debt obligations are currently in default. These factors, among others, raise substantial doubt about its ability to continue as a going concern. Management will seek to increase revenues and reduce costs, while raising capital through the sale of its stock. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Use of Estimates

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

Fair Value Measurements

The Company follows the FASB Fair Value Measurements standard, as they apply to its financial instruments. This standard defines fair value, outlines a framework for measuring fair value, and details the required disclosures about fair value measurements.

Level 1 inputs are quoted market prices available in an active market that the Company has the ability to access at the measurement date. Level 2 inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 3 inputs are pricing inputs that are generally observable inputs and not corroborated by market data. Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The standard establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Level 1 inputs include quoted market prices for identical assets or liabilities an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data. The standard requires the utilization of the lowest possible level of input to determine fair value and carrying amounts of current liabilities approximate fair value due to their short-term nature. The Company accounts for certain instruments at fair value using level 3 valuation.

A rollforward of the level 3 valuation financial instruments is as follows:

46

NUTRANOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Derivative Liabilities

The Company has certain financial instruments that are derivatives or contain embedded derivatives. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40.  This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date.  In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment.

The Company points out that in general for notes that have matured the Company will no longer calculate a derivative value. However, should current information about stock price, or volatility of note holder conversion terms change an assessment will be made and any material change in fair market value will be recognized.

The Company determined that the conversion feature of the Series B preferred stock, issued in the acquisition of DHS is an embedded derivative since the Series B is convertible into a variable number of common shares upon conversion. The fair value of the Series B embedded conversion feature of $2,561,433 was bifurcated from the stock and accounted for as a derivative liability on the balance sheet.

The Company determined that the conversion feature of the Series D preferred stock, issued for compensation is an embedded derivative since the Series D is convertible into a variable number of common shares upon conversion. The fair value of the Series D embedded conversion feature of $1,370,293 was bifurcated from the stock and accounted for as a derivative liability on the balance sheet.

The Company determined that the conversion feature of the warrants, issued in the association with the notes issued on April 7, 2022 and April 12, 2022 are embedded derivatives since warrants are convertible into a variable number of common shares upon conversion. The fair value of the warrants embedded conversion features of $3,714,163 was bifurcated from the notes and accounted for as a derivative liability on the balance sheet.

Convertible Notes with Fixed Rate Conversion Options

 The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the Note date with a charge to interest expense in accordance with ASC 480 - “Distinguishing Liabilities from Equity”.

Revenue Recognition

Effective October 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers, which is effective for public business entities with annual reporting periods beginning after December 15, 2017. This new revenue recognition standard (new guidance) has a five-step process: a) Determine whether a contract exists; b) Identify the performance

obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The impact of the Company’s initial application of ASC 606 did not have a material impact on its financial statements and disclosures and there was no cumulative effect of the adoption of ASC 606. The Company defers recognition of revenue until the performance obligations are fulfilled. Fulfillment is triggered by shipment of the related product to the contracted customer. Allowances for returns and retail incentives are deducted from the revenue to be recognized.

47

NUTRANOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Cannabis revenue

Gross revenue from the direct sale of cannabis for a fixed price is recognized when the Company transfers control of the goods to the customer. The transfer of control is specific to each contract and can range from the point of delivery to a specified length of time for the customer to accept the goods.

For contracts that permit the customer to return goods, revenue is recognized to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Therefore, the amount of revenue recognized is adjusted for expected returns, which are estimated based on historical data and management’s expectation of future returns.

Commitments and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. 

Stock-based compensation

Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation”, which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. The Company utilizes the Black-Sholes option pricing model and uses the simplified method to determine expected term because of lack of sufficient exercise history. Additionally, effective October 1, 2016, the Company adopted the Accounting Standards Update No. 2016-09 (“ASU 2016-09”), Improvements to Employee Share-Based Payment Accounting. Among other changes, ASU 2016-09 permits the election of an accounting policy for forfeitures of share-based payment awards, either to recognize forfeitures as they occur or estimate forfeitures over the vesting period of the award. The Company has elected to recognize forfeitures as they occur and the cumulative impact of this change did not have any effect on the Company’s consolidated financial statements and related disclosures.

48

NUTRANOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As of October 1, 2018, the Company has early adopted ASU 2018-7 Compensation-Stock Compensation which conforms the accounting for non-employees to the accounting treatment for employees. The new standard replaces using a fair value as of each reporting date with use of the calculated fair value as of the grant date. The implementation of the standard provides for the use of the fair market value as of the adoption date, rather than using the value as of the original grant date. Therefore, the values calculated and reported at September 30, 2018 become a proxy for the grant date value. The Company utilizes the Black-Sholes option pricing model and uses the simplified method to determine expected term because of lack of sufficient exercise history. There was no cumulative effect on the adoption date.

Lease Accounting

The Company leases its locations, from a related party.  The lease includes an option that allows the Company to extend the lease term beyond the initial commitment period, subject to terms agreed at lease inception.  The Company adopted ASC 842 using the modified retrospective transition method.  In accordance with ASC 842, lease right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term.  The Company's lease does not provide an implicit rate and therefore, the Company uses an incremental borrowing rate based on the information available at the commencement date, including implied traded debt yield and seniority adjustments, to determine the present value of future payments.  Lease expense for the minimum lease payments is recognized on a straight-line basis over the lease term.  Variable lease payments are expensed as incurred.

Income Taxes

The Company’s current provision for income taxes is based upon its estimated taxable income in each of the jurisdictions in which it operates, after considering the impact on taxable income of temporary differences resulting from different treatment of items for tax and financial reporting purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and any operating loss or tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible. Should management determine that it is more likely than not that some portion of the deferred tax assets will not be realized, a valuation allowance against the deferred tax assets would be established in the period such determination was made. The Company follows the accounting for uncertainty in income taxes guidance, which clarifies the accounting and disclosures for uncertainty in income taxes recognized in the Company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition and measurement of a tax position taken or expected to be taken in a tax return.

The Company currently has no federal or state tax examinations in progress. As of July 31, 2021, the Company’s tax returns for the tax years 2021, 2020 and 2019 remain subject to audit, primarily by the Internal Revenue Service. The income tax returns for the tax year 2021 are extension and have not yet been filed.

The Company did not have material unrecognized tax benefits as of July 31, 2021 and 2020 and does not expect this to change significantly over the next 12 months. The Company will recognize interest and penalties accrued on any unrecognized tax benefits as a component of provision for income taxes.

Cost of Sales

The Company includes product costs (i.e., material, direct labor and allocated overhead costs), shipping and handling expense, in cost of sales.

49

NUTRANOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Net Income/Loss Per Share 

Basic loss per share is calculated by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings (loss) of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution, as is the case at April 30, 2022. As of April 30, 2022, the outstanding principal balance of convertible notes and accrued interest was $2,141,447 and was convertible into 14,349,046,295 shares of common stock. Warrants at April 30, 2022 are convertible into 9,921,180,000 shares of common stock. Preferred stocks at April 30, 2022 are convertible into 9,833,077,743 shares of common stock. It should be noted that contractually the limitations on these notes and warrants limit the number of shares converted to 4.99% or 9.99% of the outstanding shares.

Earnings Per Share

The following table shows the potentially dilutive shares for the nine months ended April 30, 2022:

NOTE 3 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at April 30, 2022 and July 31, 2021 consist of the following:

The the weighted average useful lives of the assets (plant, property and equipment) is 5.75 years. However equipment may become obsolete earlier than estimated due to technological improvements, therefore the Company reviews the state of equipment annually. Leasehold improvements are depreciated over the life of the related lease. For the nine months ended April 30, 2022 and 2021, depreciation expense totaled $98,242 and $312,329, respectively.

50

NUTRANOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts Payable and Accrued Expenses consist of the following:

NOTE 5 – RELATED PARTY TRANSACTIONS

Employment Agreements

On April 4, 2022, the Company entered into an employment agreement with is President and Chief Revenue Officer. The term of the agreement is for sixty months from the effective date of April 4, 2022. The monthly salary will be $16,000 and is subject to increases based on net income thresholds being met, as defined in the agreement. In addition, the executive received 40 shares of Series D Preferred stock.

On April 4, 2022, the Company entered into an employment agreement with is Chairman and Chief Executive Officer. The term of the agreement is for sixty months from the effective date of April 4, 2022. The monthly salary will be $16,000 and is subject to increases based on net income thresholds being met, as defined in the agreement. In addition, the executive received 40 shares of Series D Preferred stock.

Notes Payable

On June 22, 2012, the Company’s subsidiary DHS 10 issued a note, payable to McGah Limited Partnership, a company owned by a Series B stockholder and the former majority owner of the Plant, for $160,000, for which $160,000 was received as cash. The note matures on June 1, 2023, and incurs 8% annual interest through the date of maturity. The note balance is $160,000 at April 30, 2022.

On March 10, 2022, the Company’s subsidiary DHS 10 issued a note, payable to Alsace Co LP, a company owned by a Series B stockholder and the former majority owner of the Plant, for $119,300, for which $119,300 was received as cash. The note matures on April 1, 2023, and incurs 3.5% annual interest through the date of maturity. The note balance is $119,300 at April 30, 2022.

On March 16, 2022, the Company’s subsidiary DHS 10 issued a note, payable to Alsace Co LP, a company owned by a Series B stockholder and the former majority owner of the Plant, for $123,000, for which $123,000 was received as cash. The note matures on April 1, 2023, and incurs 3.5% annual interest through the date of maturity. As part of the acquisition with the Company, $107,407 was forgiven and included in forgiveness of debt. The note balance is $15,593 at April 30, 2022.

On April 1, 2022, the Company’s subsidiary DHS 10 issued a note, payable to McGah Limited Partnership, a company owned by a Series B stockholder and the former majority owner of the Plant, for $1,292,948, for which $1,292,948 was received as cash. The note matures on April 1, 2023, and incurs 5% annual interest through the date of maturity. The note balance is $1,292,948 at April 30, 2022.

On April 1, 2022, the Company’s subsidiary DHS 10 issued a note, payable to McGah Limited Partnership, a company owned by a Series B stockholder and the former majority owner of the Plant, for $617,058, for which $617,058 was received as cash. The note matures on April 1, 2023, and incurs 2.5% annual interest through the date of maturity. The note balance is $617,058 at April 30, 2022.

On April 1, 2022, the Company’s subsidiary DHS 10 issued a note, payable to Reicher Limited Partnership, a company owned by a Series B stockholder and the former majority owner of the Plant, for $348,100, for which $348,100 was received as cash. The note matures on April 1, 2023, and incurs 3.25% annual interest through the date of maturity. The note balance is $348,100 at April 30, 2022.

51

NUTRANOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On April 1, 2022, the Company’s subsidiary DHS 10 issued a note, payable to McGah Limited Partnership, a company owned by a Series B stockholder and the former majority owner of the Plant, for $947,000, for which $947,000 was received as cash. The note matures on April 1, 2023, and incurs 5% annual interest through the date of maturity. The note balance is $947,000 at April 30, 2022.

NOTE 6 – NOTES PAYABLE

On April 28, 2016 the Company arranged a $500,000 financing commitment with Mud Lake Capital Partners, LLC to provide inventory and receivables financing in exchange for royalty fees on specified sales through its marketing agent. In addition, $225,000 and $50,000 general usage facilities were committed by Mud Lake Capital Partners, LLC with 12% interest on the funded balance. The Company had recorded $275,000 in principal and accrued interest in the 3(a)(10) notes as of July 31, 2020. During the fourth fiscal quarter of the year ended July 31, 2021, the Company and its agent agreed to end the arrangement under the 3(a)(10) settlement and reclassified the related liability of $219,99 as a promissory note. The note balance remains $219,999 at April 30, 2022.

On April 23, 2021, the Plant arranged a $400,000 financing commitment with Bespoke Financial, Inc. to provide financing to enable the Company to acquire goods for resale. The note has a one-year term with automatic one-year extensions unless a sixty-day termination notice is provided by the Plant. Financing will be advanced against purchases on a daily basis with an interest rate against such advance of .1% per day. Note principle as of April 30, 2022 was $398,927 with accrued interest of $29,562.

NOTE 7 – CONVERTIBLE NOTES PAYABLE

Convertible notes payable consisted of the following:

Legacy Notes Issued Prior to July 2016 – September 2013 to July 2016

On September 27, 2013, the Company issued a convertible note to an unrelated party for $250,000 that matured on September 27, 2015. The note bears an interest rate of 10% per annum with a floor of $.005 per share, and principal is convertible in part or in whole into shares of the Company's common stock using the average closing prices for five trading days directly preceding the conversion date. Interest is not convertible and is due upon conversion or at maturity date. Evolution Capital Partners, LLC, acquired the note through an assignment in December 2015. The unconverted balance at April 30, 2022, was $250,000.

On October 18, 2013, the Company issued a convertible note to an unrelated party for $125,000 that matured on October 18, 2015. The note bears an interest rate of 10% per annum with a floor of $.005 per share, and principal is convertible in part or in whole into shares of the Company's common stock using the average closing prices for five trading days directly preceding the conversion date. Interest is not convertible and is due upon conversion or at the maturity date. Evolution Capital Partners, LLC, acquired the note through an assignment in December 2015. The unconverted balance at April 30, 2022, was $68,850.

52

NUTRANOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On November 22, 2013, the Company issued a convertible note to an unrelated party for $150,000 that matured on November 22, 2015. The note bears an interest rate of 10% per annum with a floor of $.005 per share, and principal is convertible in part or in whole into shares of the Company's common stock using the average closing prices for five trading days directly preceding the conversion date. Interest is not convertible and is due upon conversion or at the maturity date. Evolution Capital Partners, LLC, acquired the note through an assignment in December 2015. The unconverted balance at April 30, 2022, was $150,000.

On June 2, 2015, the Company issued a 12% convertible promissory note to Firehole River Capital, LLC with an aggregate principal amount of $27,500 which together with any unpaid accrued interest was due on March 2, 2015. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder's option at a variable conversion price calculated as 58% of the Market Price, which means the lowest Trading Price (defined as the closing bid prices) during the 10-trading day period ending on the last complete trading day prior to the conversion date. On July 8, 2015 the Company received cash in the amount of $17,400, with the remaining $10,100 being used for legal fees. The Company analyzed the note on the issuance date and determined that the variable conversion price exceeded the authorized number of shares resulting in the need for bifurcation into a separate derivative liability valued at fair market value. The Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $31,695. The unconverted principal balance of the note at April 30, 2022, was $22,483.

On September 14, 2015, at the time of former CEO, Mr. Doron’s, resignation, Mr. Doron received a convertible note from the Company in the aggregate principal amount of $299,382 in satisfaction of his accrued salary and stock payables. This note matured on March 14, 2016 and bears no interest. This convertible note is convertible into shares of common stock at the holder's option at 100% of the closing bid price of such common stock on the trading day immediately preceding the conversion. The Company determined that the variable conversion price exceeded the authorized number of shares resulting in the need for bifurcation into a separate derivative liability valued at fair market value. On October 31, 2015, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $4,291 and a discount on the note of $4,291. On March 23, 2018, Mr. Doron sold $25,000 of face value of the note to a third party. During the year ended July 31, 2019 Mr. Doron sold an additional $95,000 of face value of the note to a third party (a settlement arrangement). During the year ended July 31, 2020, Mr. Doron sold an additional $35,000 of the face value of the note to a third party. The note holder sold and assigned $55,000 of principal to a third-party investor during the year ended July 31, 2021 and the remaining unconverted balance of the note at April 30,2022, was $89,382.

On December 18, 2015, accounts payable totaling $45,000 were converted into convertible notes in exchange for a 10% one-time fee. Two $5,000 notes are past due at January 31, 2016 and are convertible at a 10% discount to the prior day’s closing price. The balance ($35,000) of the notes were due July on 18, 2016 and are convertible at a 42% discount to the average of the ten prior trading days’ closing price. $35,000 of derivative liability was recorded as debt discount upon issuance of the note maturing on July 18, 2016. The unconverted principal balance was $45,000 at April 30, 2022.

Notes Issued During Restructuring Period – July 2016 to Present

On October 24, 2017, the Company issued a convertible note payable for $50,000 to Livingston Asset Management LLC for certain services to be rendered in conjunction with financial and operational restructuring. The note has an interest rate of 10% and matured on April 30, 2018. The note is subject to customary default provisions for similar notes. The note may be converted into common stock at any time after issuance at a 25% discount to the lowest closing bid price for the stock during the 30 trading days immediately preceding the delivery of conversion notice to the Company. The convertible note was accounted for as stock settled debt under ASC 480 and the Company recorded a premium of $33,333 as interest expense. The convertible fee note was covered in the 3(a)(10) settlement. The note balance was $50,000 at January 31, 2021. The notes were reclassified from the 3(a)(10) at the restated principal amount of $55,246 to convertible notes payable along with the initial premium of $33,333, during the year ended July 31, 2021. The Company made a cash payment of $25,000 and the holder converted the remaining principal of $30,246 along with accrued interest of $863 during the six months ended January 31, 2022. $25,000 of gain on debt extinguishment was recognized in conjunction with the cash redemption. Put premiums of $30,246 were reclassified to additional paid in capital, upon conversion of the note balance.

53

NUTRANOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On March 23, 2018, the Company issued a convertible note payable to an individual investor in the amount of $20,000; the funds from the note were used for general corporate purposes. The note has an interest rate of 12%, matured on March 19, 2019 and can be converted into common shares at the lesser of: i) 75% of the price of the common stock at the date the note was issued, or ii) 50% of the lowest bid price during the 30 trading days immediately preceding the date of the conversion notice. Due to the variable conversion pricing feature the note is considered to include a derivative for which a fair market value was calculated. A derivative liability of $27,936 was recorded with charges to derivative expense of $7,936 and to debt discount of $20,000, which was fully amortized to interest expense as of January 31, 2022. The note principal balance is $20,000 at April 30, 2022.

On December 20, 2018, the Company issued a convertible note payable to an individual investor in the amount of $20,000. The note has an interest rate of 12%, matures on December 20, 2019 and can be converted into common shares at the lesser of: i) 75% of the price of the common stock at the date the note was issued, or ii) 50% of the lowest bid price during the 30 trading days immediately preceding the date of the conversion notice. Due to the variable conversion pricing feature the note is considered to include a derivative for which a fair market value was calculated and recorded. The note principal balance as of April 30, 2022, is $20,000.

On February 2, 2019, the Company issued a convertible note payable to an individual investor in the amount of $30,000. The note has an interest rate of 12%, matures on February 2, 2019 and can be converted into common shares at the lesser of: i) 75% of the price of the common stock at the date the note was issued, or ii) 50% of the lowest bid price during the 30 trading days immediately preceding the date of the conversion notice. Due to the variable conversion pricing feature the note is considered to include a derivative for which a fair market value was calculated and recorded. The note principal balance as of April 30, 2022, is $30,000.

On June 7, 2019, the Company issued a convertible note payable to an individual investor in the amount of $20,000. The note has an interest rate of 12%, matures on June 6, 2020 and can be converted into common shares 40% of the lowest bid price during the 20 trading days immediately preceding the date of the conversion notice. The convertible note is accounted for as stock settled debt under ASC 480 and a premium of $30,000 was charged to interest expense on the issuance date. The note principal balance as of April 30, 2022, is $20,000.

On July 15, 2019, the Company issued a convertible note payable to an individual investor in the amount of $15,000. The note has an interest rate of 12%, matures on July 14, 2020 and can be converted into common shares at 40% of the lowest bid price during the 20 trading days immediately preceding the date of the conversion notice. The convertible note is accounted for as stock settled debt under ASC 480 and a premium of $22,500 was charged to interest expense on the issuance date. The note principal balance as of April 30, 2022, is $15,000.

On August 1, 2019, the Company issued a convertible note payable for financial services to Oscaleta Partners, LLC in the amount of $25,000. The note has an interest rate of 10%, matured on February 28, 2020 and can be converted into common shares at 50% of the lowest bid price during the 30 trading days immediately preceding the date of the conversion notice. The convertible note will be accounted for as stock settled debt under ASC 480 and a premium of $25,000 will be charged to interest expense on the issuance date. The note balance as of July 31,2021, was $25,000. The note and accrued interest were fully converted into the Company’s common stock during the six months ended April 30, 2022.

On February 7, 2020, the Company issued a convertible note to an individual in the amount of $20,000. The note bears interest at 10% per annum, matured on February 7, 2021 and is convertible into common stock. The conversion price is to be 40% of the lowest closing bid price during the twenty days preceding the conversion notice. Due to the fixed percentage conversion terms, it will be treated as stock settled debt in accordance with ASC 480. The note principal balance as of April 30, 2022, is $20,000.

54

NUTRANOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On May 3, 2021, the Company issued a convertible note to Livingston Asset Management, LLC in the amount of $45,000. The note bears interest at 10% per annum, matured on January 31, 2022 and is convertible into common stock at the fixed price of $0.0002. The Company received $40,000 in cash and recognized Original Issue Discount of $5,000 to be amortized to interest expense over the term of the note. On April 25, 2022 the principal balance of the note of $45,000 and the accrued interest were fully redeemed for cash.

On June 25, 2021, the Company issued a convertible note to Livingston Asset Management, LLC in the amount of $33,000. The note bears interest at 10% per annum, matures on December 26, 2021 and is convertible into common stock at the fixed price of $0.0002. The Company received $29,000 in cash and recognized Original Issue Discount of $3,000 to be amortized to interest expense over the term of the note and $1,000 of legal costs. On April 12, 2022 the principal balance of the note of $33,000 and the accrued interest were fully redeemed for cash.

On July 22, 2021, the Company issued a convertible note to Livingston Asset Management, LLC in the amount of $33,000. The note bears interest at 10% per annum, matures on July 22, 2022 and is convertible into common stock at the fixed price of $0.0002. The Company received $33,000 in cash. On April 12, 2022 the principal balance of the note of $33,000 and the accrued interest were fully redeemed for cash.

On September 9, 2021, Trillium Partners LP purchased $55,000 of the note first issued to the former CEO Michael Doron on September 14, 2015. Following the sale, the original note balance was reduced to $89,382. The assignment and restatement of terms provides for conversion of the principal into common shares at the lower of $.0007 or 40% of the lowest closing bid price during the 20 trading days immediately preceding the issuance of a conversion notice. Due to the variable conversion pricing feature the note is considered to include a derivative for which a fair market value of $47,259, was calculated and recorded. On December 2, 2021, Trillium fully converted the principal into 715,750,000 of common shares. The derivative liability associated with the principal converted was recognized as a gain on debt extinguishment in conjunction with the conversions.

Four past due convertible fee notes totaling $60,000 issued to Oscaleta Partners LLC for each month from August 1, 2021, to November 1, 2021, along with the accrued interest associated with these notes were fully redeemed for cash on April 25, 2022.

On January 1, 2022, the Company issued a $15,000, convertible note payable as advisory fees to Frondeur Partners LLC. The note has 10% annual interest, matures on September 30, 2022 and is convertible at 50% of the lowest closing bid price during the 20 days prior to conversion. The note principal, accrued interest and put premiums balances were $15,000, $481 and $15,000 respectively, at April 30, 2022.

On January 28, 2022, the Company issued a convertible note to Trillium Partners LP in the amount of $220,000. The note bears interest at 10% per annum, matures on January 28, 2023 and is convertible into common stock at the fixed price of $0.0001. The Company received $200,000 in cash, with $20,000 of Original Issue Discount to amortize to interest expense over the term of the note. On February 23, 2022, $135,827 of note principal and $1,684 of accrued interest were redeemed for cash. At April 30, 2022 the balance of the note and accrued interest were $84,173 and $1,476, respectively.

55

NUTRANOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On February 1, 2022, the Company issued a $15,000, convertible note payable as advisory fees to Frondeur Partners LLC. The note has 10% annual interest, matures on October 31, 2022 and is convertible at 50% of the lowest closing bid price during the 20 days prior to conversion. The note principal, accrued interest and put premiums balances were $15,000, $353 and $15,000 respectively, at April 30, 2022.

On March 1, 2022, the Company issued a $15,000, convertible note payable as advisory fees to Frondeur Partners LLC. The note has 10% annual interest, matures on November 30, 2022 and is convertible at 50% of the lowest closing bid price during the 20 days prior to conversion. The note principal, accrued interest and put premiums balances were $15,000, $238 and $15,000 respectively, at April 30, 2022.

On March 2, 2022, the Company issued a convertible note to Trillium Partners LP in the amount of $99,000. The note bears interest at 10% per annum, matures on March 2, 2023 and is convertible into common stock at the fixed price of $0.0001. The Company received $90,000 in cash, with $9,000 of Original Issue Discount to amortize to interest expense over the term of the note. At April 30, 2022 the balance of the note and accrued interest were $99,000 and $1,546, respectively.

On April 7, 2022, the Company issued a $506,000, convertible note and 8,238,180,000 warrants for the purchase of Company stock for $0.0001 per share to Trillium. The note had $46,000 original issue discount (OID), 10% annual interest, matures on April 7, 2023 and is convertible at a fixed conversion price of $.0001 per share. The value of the warrants gave rise to an additional debt discount of $460,000. The note principal, discounts and accrued interest balances were $506,000, $393,458 and $2,911 respectively, at April 30, 2022.

On April 12, 2022, the Company issued a $168,300, convertible note and 1,683,000,000 warrants for the purchase of Company stock for $0.0001 per share to Trillium. The note had $15,300 original issue discount (OID), 10% annual interest, matures on April 12, 2023 and is convertible at a fixed conversion price of $.0001 per share. The value of the warrants gave rise to an additional debt discount of $153,000. The note principal, discounts and accrued interest balances were $168,300, $160,000 and $738 respectively, at April 30, 2022.

Other Convertible Notes

On October 15, 2018 an individual investor was issued a convertible note payable in the amount of $10,000. The note proceeds were used for general corporate purposes. The note has an interest rate of 10%, matures on October 15, 2020 and can be converted into common shares at fixed price of $.0004. The note balance as of April 30, 2022, is $10,000.

On May 16, 2019, the Company issued a note to an individual for $25,000; cash used for general corporate purposes. The note calls for monthly principal repayments of $5,000, beginning July 1, 2019. The payments due have not been made and penalties of $2,500, will be charged after each 45-day delinquent payment, the payment is to be additional common shares valued at the market price on the 46^th day of delinquency. Additionally, a royalty payment of 10% of specific product sales capped at approximately $3,000 is charged in lieu of interest. The note balance as of July 31,2021, is $35,500. The Company and the note holder reached an agreement to settle the penalties due fixing the liability at $35,500 in return for 62,500,000 shares of common stock. The Company repaid $35,500 in principal during the six months ended January 31, 2022.

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NUTRANOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 8 – SETTLEMENT RESERVES

Certain liabilities and contingencies have been accrued as expense and are collectively classified as settlement reserves. The balance at April 30, 2022 of $1,329,846 includes judgement amounts for a former note holder and $550,874, due to a joint venture partner, which has been reclassified to settlement reserves due to the uncertainty surrounding the ability to procure the commodity for which the funds were advanced. During the six months ended January 31, 2022, management reclassified $119,605 of accrued interest related to convertible notes so reclassified during prior periods, into Settlement Reserves, additionally settlement negotiations with the former joint venture partner have progressed with a proposed settlement agreement in process.

NOTE 9 – MEZZANINE EQUITY

The preferred series B shares have been determined, by the Company, to be conditionally redeemable upon the occurrence of certain events that are not solely within the control of the Company; but upon such occurrence, redeemable at the option of the holders. They are therefore classified as ‘mezzanine equity’ (temporary equity). The purpose of this classification is to convey that such a security may not be permanently part of equity and could result in a demand for cash, securities or other assets of the entity in the future. The shares as valued have been classified as mezzanine equity and presented as such on the consolidated balance sheet and statement of stockholders’ deficit, as single line items due to the immaterial par value. The mezzanine equity value is not included in stockholders’ deficit.

Series B Preferred Stock

On April 22, 2022, with the unanimous written consent of the board of directors, the Company designated 1,000,000 shares of preferred stock as Series B Preferred Stock (“Series B”). The Series B stock is convertible at the lower of (i) the 25% lowest closing bid price for the 20 trading days prior to the conversion or (ii) the fixed price, which is set at $1.00 both of which are subject to adjustment as provided in the Series B certificate of designation. The stated value of the shares is $100 per share. Each share of Series B is entitled to vote the number of shares into which each share of common stock that the Series B is convertible into as defined in the Certificate of Designation. The holders of Series B are entitled to elect three members to the board of directors.  Each share of Series B can convert, at the option of the holder, into 0.00003% of the Company’s common stock issued and outstanding at the time of conversion, on a fully diluted basis. The Series B shall have a liquidation amount of $14,000,000 when fully issued and outstanding.

On April 28, 2022, as part of the acquisition of DHS the Company issued 500,000 shares of Series B with a fair market value at April 30, 2022 of $2,561,433.

Series D Preferred Stock

On April 30, 2022, with the unanimous written consent of the board of directors, the Company designated 250 shares of preferred stock as Series D Preferred Stock (“Series D”). The Series D stock is convertible into 0.1% of the Corporation’s common stock issued and outstanding at the time of conversion on a Fully Diluted basis, as defined in the Certificate of Designation.

On April 30, 2022, the Company issued 80 shares in the aggregate to two officers of the Company with a fair market value at April 30, 2022 of $1,370,293.

NOTE 10- STOCKHOLDERS’ DEFICT

Preferred Stock

The Company is currently authorized to issue 25,000,000 shares of preferred stock, par value $0.001.

57

NUTRANOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Series A Preferred Stock

The Company authorized 1,000,000 shares of Series A Preferred stock (“Series A”). On May 14, 2019, 1,000,000 shares of Series A were issued to the Chairman and Chief Executive Officer of the Company. On March 23, 2022, as filed with the State of Wyoming on May 27, 2022, the Series A Preferred Designation was amended so that each share of Series A shall have voting rights equal to 35,000 votes per share.

Common Stock

Increases in Authorized Shares of Common Stock

On September 2, 2021, the Wyoming Secretary of State approved the Company’s amendment to its articles of incorporation to increase the authorized shares of common stock to 60,000,000,000.

Decrease in Par Value of Common Stock

On March 29, 2022, the Wyoming Secretary of State approved the Company’s amendment to its articles of incorporation to decrease the par value of common stock to $0.0001 per share.

Common Stock and Deficit

At April 30, 2022, and July 31, 2021, there are 12,155,903,045 and 0 shares of common stock, outstanding, respectively.

Issuance of Common Stock for Conversion of Notes Payable

Filing of Regulation 1-A Offering and Qualification

On September 28, 2021 the Regulation 1-A offering was amended to offer 50,000,000,000 shares of common stock at $0.0004, with the goal of obtaining $19,975,000 of new financing which will be used as working capital and to repay current debt. On October 13, 2021 the offering was qualified. On January 3, 2022, Form 253G2 was filed which provides for minor changes in the offering. A reduction of the offering price was effected through the filing, which lowered the offering price to $0.00032.

Share Sales Under Offering

During the nine months ended April 30, 2022, 4,303,601,000, shares of common stock were sold to investors for proceeds of $1,450,236.

NOTE 11 – COMMIMENTS, CONTINGENCIES AND LEGAL MATTERS

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

58

NUTRANOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)