##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 R
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934For the quarterly period ended March 31, 2006£
    
    Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934For the transition period from  to
 Commission File Number: 33-7106-A
 
 NATURADE, INC.
  Delaware
(State or other jurisdiction of
incorporation or organization)
    
    23-2442709
(I.R.S. Employer Identification No.)14370 Myford Road, Irvine, CA
(Address of principal executive offices)
    
    92606
(Zip Code)
 (714) 573-4800
 
 R £
  £ £ R
 £ R




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##### 



QUARTERLY REPORT
Quarter Ended March 31, 2006
 TABLE OF CONTENTS
 PAGEPART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements (unaudited)
    
    
    3Balance Sheets as of March 31, 2006 and December 31, 2005
    
    
    3Statements of Operations for the three months ended March 31, 2006 and March 31, 2005
    
    
    4Statements of Cash Flows for the three months ended March 31, 2006 and March 31, 2005
    
    
    5Notes to Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    20Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    38Item 4.
    
    Controls and Procedures
    
    
    38PART II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    39Item 1A.
    
    Risk Factors
    
    
    39Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    39Item 3.
    
    Defaults Upon Senior Securities
    
    
    40Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    40Item 5.
    
    Other Information
    
    
    40Item 6.
    
    Exhibits
    
    
    40SIGNATURES
    
    
    46EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements.
 NATURADE, INC.
 
 Balance Sheets  As of March 31, 2006 and December 31, 2005  (Unaudited)
 March 31, 2006
    
    
    December 31, 2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,554
    
    
    $
    95,398Accounts receivable, net
    
    
    2,563,678
    
    
    
    2,162,230Inventories, net
    
    
    902,214
    
    
    
    896,173Prepaid expenses and other current assets
    
    
    421,283
    
    
    
    229,394Total current assets
    
    
    3,888,729
    
    
    
    3,383,195Property and equipment, net
    
    
    116,732
    
    
    
    137,203Goodwill
    
    
    2,725,035
    
    
    
    2,653,572Customer lists, trademarks and formulations, net
    
    
    2,077,778
    
    
    
    2,311,111Deferred financing fees, net
    
    
    2,989,004
    
    
    
    3,461,943Other assets
    
    
    42,584
    
    
    
    42,002Total assets
    
    $
    11,839,862
    
    
    $
    11,989,026LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS DEFICITCurrent liabilities:Accounts payable
    
    $
    3,425,482
    
    
    $
    2,904,019Accrued expenses
    
    
    569,263
    
    
    
    431,071Accrued interest
    
    
    428,235
    
    
    
    348,163Notes payable to related parties
    
    
    1,250,000
    
    
    
    1,250,000Revolving credit line
    
    
    2,135,819
    
    
    
    2,719,404Current portion of long-term debt
    
    
    2,466,079
    
    
    
    2,323,079Total current liabilities
    
    
    10,274,878
    
    
    
    9,975,736Long-term debt, less current maturities
    
    
    1,976,306
    
    
    
    1,388,897Warrants(27,869,118 Shares)
    
    
    1,855,181
    
    
    
    1,855,181Total Liabilities
    
    
    14,106,365
    
    
    
    13,219,814COMMITMENTS AND CONTINGENCIESREDEEMABLE CONVERTIBLE PREFERRED STOCKRedeemable convertible preferred stock, Series C including accumulated preferred
stock dividends of $1,840,000 at March 31, 2006 and $1,150,000 at December 31, 2005;
par value $0.0001 per share:authorized 50,000,000 shares; issued and outstanding,
21,000,000 shares at March 31, 2006 and December 31, 2005 ($21,000,000 redemption
value).
    
    
    3,520,000
    
    
    
    2,830,000STOCKHOLDERS DEFICIT:Common stock, par value $0.0001 per share; authorized, 100,000,000
shares; issued and outstanding, 41,432,733 at March 31, 2006 and
39,651,964 at December 31, 2005.
    
    
    4,144
    
    
    
    3,965Non-Voting Common stock, par value $0.0001 per share; authorized,
2,000,000 shares; issued and outstanding, 117,284 at December 31, 2005.
    
    
    12
    
    
    
    12Additional paid-in capital
    
    
    22,148,120
    
    
    
    21,883,842Accumulated deficit
    
    
    (27,938,779
    )
    
    
    (25,948,607
    )Total stockholders deficit
    
    
    (5,786,503
    )
    
    
    (4,060,788
    )Total liabilities, redeemable convertible preferred stock and stockholders deficit
    
    $
    11,839,862
    
    
    $
    11,989,026
  3




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NATURADE, INC.
 
 Statements of Operations for the Three Months  Ended March 31, 2006 and March 31, 2005
 Three Months
    
    
    Three MonthsEnded
    
    
    EndedMarch 31, 2006
    
    
    March 31, 2005(Unaudited)
    
    
    (Unaudited)Net sales
    
    $
    3,795,512
    
    
    $
    2,913,531Cost of sales
    
    
    1,926,035
    
    
    
    1,537,514Gross profit
    
    
    1,869,477
    
    
    
    1,376,017Costs and expenses:Selling, general and administrative expenses
    
    
    2,055,496
    
    
    
    1,592,413Depreciation
    
    
    27,111
    
    
    
    15,270Amortization
    
    
    233,333
    
    
    
    Total operating costs and expenses
    
    
    2,315,941
    
    
    
    1,607,683Operating loss
    
    
    (446,464
    )
    
    
    (231,666
    )Other expense (Income)
    
    
    (1,132
    )
    
    
    (1,674
    )Interest expense:Interest
    
    
    201,652
    
    
    
    85,807Amortization of deferred financing fees
    
    
    653,188
    
    
    
    Total Interest Expense
    
    
    854,840
    
    
    
    85,807Loss before provision for income taxes
    
    
    (1,300,172
    )
    
    
    (315,799
    )Provision for income taxes
    
    
    800
    
    
    
    800Net loss
    
    $
    (1,300,972
    )
    
    $
    (316,599
    )Less:Preferred Stock Dividends-Series B
    
    $
    
    
    
    $
    (67,164
    )Deemed Dividend-Series B
    
    
    
    
    
    
    (71,428
    )Deemed Dividend-Series C
    
    
    (690,000
    )
    
    
    Net Loss Attributable to Common Shareholders
    
    $
    (1,990,972
    )
    
    $
    (455,191
    )Basic and Diluted Net Loss per share
    
    $
    (0.05
    )
    
    $
    (0.01
    )Weighted Average Number of Shares used in Computation of
Basic and Diluted Net Loss per share
    
    
    40,883,673
    
    
    
    44,651,170
  4




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NATURADE, INC.
 
 Statements of Cash Flows for the Three Months  Ended March 31, 2006 and March 31, 2005
 Three months
    
    
    Three monthsEnded
    
    
    EndedMarch 31, 2006
    
    
    March 31, 2005(Unaudited)
    
    
    (Unaudited)Cash flows from operating activities:Net loss
    
    $
    (1,300,972
    )
    
    $
    (316,599
    )Adjustments to reconcile net loss to
net cash (used in) provided by operating activities:Depreciation and amortization
    
    
    260,444
    
    
    
    15,270Amortization of loan discounts and deferred financing fees
    
    
    653,188
    
    
    
    Issuance of common stock for consulting
    
    
    73,077
    
    
    
    Stock Based Compensation
    
    
    33,879
    
    
    
    Changes in assets and liabilities:Accounts receivable
    
    
    (401,448
    )
    
    
    873,185Inventories
    
    
    (6,041
    )
    
    
    348,436Prepaid expenses and other current assets
    
    
    (191,889
    )
    
    
    (153,213
    )Other assets
    
    
    (582
    )
    
    
    Accounts payable and accrued expenses
    
    
    740,530
    
    
    
    (1,483
    )Net cash provided by (used in) operating activities:
    
    
    (139,814
    )
    
    
    765,596Cash flows from investing activities:Purchase of property and equipment
    
    
    (6,640
    )
    
    
    Acquisitions
    
    
    (71,463
    )
    
    
    Net cash used in investing activities:
    
    
    (78,103
    )
    
    
    Cash flows from financing activities:Net borrowings (repayments) under line of credit
    
    
    
    
    
    
    (761,179
    )Net borrowings (repayments) under the revolving credit line
    
    
    (583,585
    )
    
    
    Payments of long-term debt
    
    
    (10,501
    )
    
    
    (5,609
    )Deferred financing fees
    
    
    (22,750
    )
    
    
    Proceeds from term loan
    
    
    740,909
    
    
    
    Net cash provided by (used in) financing activities:
    
    
    124,073
    
    
    
    (766,788
    )Net increase (decrease) in cash and cash equivalents
    
    
    (93,844
    )
    
    
    (1,192
    )Cash and cash equivalents, beginning of period
    
    
    95,398
    
    
    
    210,573Cash and cash equivalents, end of period
    
    $
    1,554
    
    
    $
    209,381Supplemental Disclosures of Cash Flow InformationCash paid during the period for:Interest
    
    $
    55,347
    
    
    $
    40,226Non-cash financing transactions:Income taxes
    
    $
    800
    
    
    $
    Preferred stock dividend accrued-Series B

    $
    
    
    
    $
    67,164Deemed dividend-Series B
    
    $
    
    
    
    $
    71,428Deemed dividend-Series C

    $
    690,000
    
    
    $
    
  5




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NATURADE, INC.
 
 Notes to Financial Statements
(Unaudited)
 1.
    
    Basis of Presentation The accompanying unaudited financial statements have been prepared
in accordance with accounting principles generally accepted in the United States for interim
financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete financial statements. The
preparation of financial statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes. Actual results
could differ from those estimates.The results of operations for the interim periods shown in this report are not necessarily
indicative of results to be expected for the fiscal year. In the opinion of management, the
information contained herein includes all adjustments necessary for the fair presentation of the
financial statements. All such adjustments are of a normal recurring nature. These financial
statements do not include all disclosures associated with the Companys annual audited financial
statements included in the Companys Annual Report on Form 10-K and, accordingly, should be read
in conjunction with such statements.The Companys financial statements have been prepared based upon the assumption that the Company
will continue as a going concern. The Companys independent registered public accounting firm
has qualified their report on the Companys financial statements for the fiscal year ended
December 31, 2005 with a statement that substantial doubt exists as to the Companys ability to
continue as a going concern. The financial statements do not include any adjustments that might
result from a negative outcome of this uncertainty.2.
    
    Inventories Inventories are stated at the lower of weighted average cost or market.
Weighted average cost is determined on a first-in, first-out basis. Inventories at March 31,
2006 and December 31, 2005 consisted of the following:
 March 31, 2006
    
    
    December 31, 2005(Unaudited)
    
    
    (Audited)Raw Materials
    
    $
    129,321
    
    
    $
    235,885Finished Goods
    
    
    792,893
    
    
    
    843,942Subtotal
    
    
    922,214
    
    
    
    1,079,827Less: Reserve for Excess and Obsolete Inventories
    
    
    (20,000
    )
    
    
    (183,654
    )$
    902,214
    
    
    $
    896,173
 3.
    
    Leases The Company rents property and equipment under certain non-cancelable operating
leases expiring in various years through 2013. Future minimum commitments under operating
leases as of March 31, 2006 are as follows:
 Year
    
    Amount2006 (April-December)
    
    $
    324,9202007
    
    
    384,5432008
    
    
    382,6812009
    
    
    399,1272010
    
    
    412,585Thereafter
    
    
    1,204,991Total
    
    $
    3,108,847
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. Recapitalization 
 
    
    Quincy would negotiate, and arrange the financing for, the acquisition by the
Company of selected assets of The Ageless Foundation, Inc. (Ageless), Symco, Inc.
(Symco), and Symbiotics, Inc. (Symbiotics);
    
    Quincy would remain a co-obligor on, and a principal of Quincy would
personally guarantee, the payment of a portion of the purchase price of each such
acquisition;
    
    The Company would issue to Quincy (i) 30,972,345 shares of common stock, (ii)
warrants to purchase 7,000,000 shares of common stock at $0.80 per share and an
additional 7,000,000 shares of common stock at $1.02 per share, during the period from
July 22, 2006 to July 22, 2015 (the Quincy Warrants), and (iii) 4,200,000 shares of
Series C Convertible Preferred Stock (Series C), all in consideration of Quincy
negotiating, and arranging the financing for, the Companys acquisition of selected
assets of Ageless, Symco and Symbiotics and guaranteeing the payment of a portion of
the purchase price of each such transaction;
    
    Health Holdings would surrender the 41,054,267 shares of common stock held by
it in exchange for (i) 12,600,000 shares of Series C and (ii) a warrant to purchase
10,000,000 shares of common stock at $1.00 per share, during the period from July 22,
2006 to July 22, 2015 (the Health Holdings Warrant);
    
    Westgate would surrender the 13,540,723 shares of Series B Convertible
Preferred Stock (Series B) held by it, including any accrued and unpaid dividends,
in exchange for 4,200,000 shares of Series C;
    
    Health Holdings, Stewart and Weil would extend the term of the Secured
Promissory Notes issued to them pursuant to that certain Loan Agreement dated April
14, 2003, from December 31, 2005 to December 31, 2006;
    
    The Company would grant to Health Holdings, Westgate and Quincy certain
registration rights with respect to the common stock issuable upon conversion of the
Series C or exercise of the Health Holdings Warrant or the Quincy Warrants; and
    
    Quincy would grant to Health Holdings and Westgate certain co-sale rights
described below.
    7




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5.
    
    Financing On July 26, 2005, the Company entered into a Security and Purchase Agreement
(the Financing Agreement) with Laurus Master Fund, Ltd. (Laurus), pursuant to which Laurus
provided the Company with a $4,000,000 convertible financing facility composed of a $3,000,000
revolving credit facility and a $1,000,000 term loan. The indebtedness under the revolving
facility is evidenced by a convertible Revolving Note and one or more convertible Minimum
Borrowing Notes, and the indebtedness under the term loan is evidenced by a convertible Term
Note (collectively, the Laurus Notes). Gross funds of $2,655,250 were advanced to the
Company on July 26, 2005 under the Laurus Notes, comprised of $1,000,000 under the Term Note,
$500,000
 8




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under the first Minimum Borrowing Note (the First Minimum Borrowing Note) and $1,155,250 under
the Revolving Note.
           
    
    Increased the term loan from $1,000,000, of which $909,000 was outstanding at
January 11, 2006, to $1,650,000. Over advances totaling $650,000 were transferred from
the Revolving Note to the Term
 9




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Note with the remaining $91,000 utilized as a reduction of the amount outstanding under
the Revolving Note.
    
    Modified the payments on the Term Note from $30,000 per month beginning
November 1, 2005 payable in shares of the Companys common stock or $30,900 per month
if paid in cash, to $50,000 per month in cash beginning April 1, 2006.
    
    Eliminated the First Minimum Borrowing Note outstanding of $500,000.
    
    Eliminated the ability of Laurus to convert the Term Note, the Revolving
Note, and the Minimum Borrowing Notes into shares of the Companys common stock.
    
    Extended the term of the Financing Agreement from three years ending on July
26, 2008 to three years ending January 6, 2009.
    
    Modified the prepayment provisions of the Revolving Note and the Term Note
from an early payment fee of 35% of the loan amounts if paid prior to the termination
date, to 5% if retired before January 6, 2007, 4% if retired prior to January 6, 2008
and 3% if retired prior to January 6, 2009.
    Year Ending December 312006 (April-December)
    
    $
    3,566,0802007
    
    
    3,785,8192008
    
    
    476,305Thereafter
    
    
    Total
    
    $
    7,828,204
 6.
    
    Acquisitions On July 22, 2005, Quincy, Symco and Symbiotics entered into an Asset Purchase
Agreement (the Symco/Symbiotics Agreement), pursuant to which Quincy had the right to
acquire certain assets relating to Symco and Symbiotics health-related products retail
business. As consideration for the assets, Quincy would (a) assume current accounts payable
($408,985) and the obligations under certain contracts, (b) pay all outstanding amounts owed
under certain credit facilities ($274,382), (c) issue a promissory note payable to Symco and
Symbiotics in the principal amount of $2,000,000, (x) less the amount necessary to repay the
credit facilities, and (y) subject to a working capital adjustment, (d) pay an additional
$60,000 in cash fifteen (15) days after the closing date and an additional $60,000 every
thirty (30) days thereafter until the note is paid in full and (e) for a three (3) year period
following the closing date, Quincy would pay to Symco and Symbiotics ten percent (10%) of the
amount of the increase in contribution profit over a baseline amount of $2,000,000 based on
the sale of products for each 12 month period during the three year period. Peter H.
Pocklington, a principal of Quincy, and since August 10, 2005, one of the Companys directors,
guaranteed the promissory note payable to Symco and Symbiotics. In this acquisition, the
Company acquired distribution rights, and substantially all of the assets related to,
Colostrum Plus, a line of products to enhance immune system functions.
  10




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11




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Cash
    
    $
    558,695Common stock
    
    
    1,794,260Preferred stock
    
    
    63,584Warrants
    
    
    159,565Notes payable
    
    
    2,724,539Total
    
    $
    5,300,743
  Accounts receivable
    
    $
    300,720Inventory
    
    
    392,642Equipment
    
    
    100,000Customer lists, trademarks and formulations
    
    
    2,700,000Goodwill
    
    
    2,386,298Accounts payable
    
    
    (578,917
    )Total
    
    $
    5,300,743
 The customer lists and trademarks are being amortized over 36 months and formulations are being
amortized over 24 months. Deferred financing fees are being amortized and charged to interest
expense over the life of the Laurus financing based upon the interest method of amortization.
Goodwill is expected to be tax deductible.7.
    
    Loan Agreement with Majority Shareholders and Other Investors In August 2000, the Company
entered into a Loan Agreement (the Investor Notes) with Health Holdings and other investors
(the Lender Group). The Investor Notes allowed for advances (the Loan Advances) of up to
$1.2 million at an interest rate of 8% per annum with due dates of September 11, 2002 for
$50,000 and August 31, 2003 for the remaining balance outstanding.
   12




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8.
    
    Line of Credit On January 27, 2000, the Company entered into a three year Credit and
Security Agreement (the Credit Agreement) with Wells Fargo, which initially allowed for
maximum borrowings of up to $3,000,000, based on certain percentages of eligible accounts
receivable and inventories as defined. In consideration of the extension of credit under the
Loan Agreement, on April 14, 2003, Wells Fargo waived all defaults of the Company as of
December 31, 2002 under the Credit Agreement and amended the agreement to, among other things,
reduce the covenants regarding minimum net income and minimum book net worth and increased the
interest rate to the prime rate plus 4.5%. On November 6, 2003, the terms of the Credit
Agreement were modified to extend the maturity date until March 31, 2004 and on March 29,
2004, the terms of the Credit Agreement were modified to extend the maturity date until
December 31, 2005. On July 26, 2005, the Credit Agreement was paid in full.
 9.
    
    Private Equity Transaction On January 2, 2002, the Company privately sold 13,540,723
shares of Series B (the Shares) for $2 million, and warrants, which expire on December 31,
2004, to purchase an additional 33,641,548 shares of Series B at an aggregate exercise price
of $3.5 million (the Warrants), for $500,000. The Shares and Warrants were purchased by
Westgate Equity Partners, L.P. (Westgate). The Series B bears dividends at a rate of 10% per
annum, which will accumulate and compound semi-annually if not paid in cash. The Series B may
be converted into common stock at any time at the option of the holder. On the seventh
anniversary of its issuance, any unconverted shares of Series B will be automatically redeemed
by the Company at the original issuance price plus accrued and unpaid dividends, provided the
Company is legally able to do so. Two members of the Board of Directors of the Company are
elected exclusively by the holders of the Series B voting as a separate class.
   13




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Stock-Based Compensation
   Employee Stock Option Plan 
 Director Stock Options 
 14




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Risk-free interest rate
    
    
    4.42
    %Expected volatility of common stock
    
    
    17.77
    %Dividend yield rate
    
    
    -0-Expected option term
    
    5 years
   Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    ExerciseNumber of
    
    
    Price per
    
    
    Number
    
    
    Price perShares
    
    
    Share
    
    
    Exercisable
    
    
    ShareOutstanding at December 31, 2005
    
    
    13,874,875
    
    
    $
    0.09
    
    
    
    10,369,625
    
    
    $
    0.03Granted
    
    
    80,000
    
    
    $
    0.10Exercised
    
    
    -0-
    
    
    $
    0Expired
    
    
    (50,000
    )
    
    $
    0.12Outstanding at March 31, 2006
    
    
    13,904,875
    
    
    $
    0.07
    
    
    
    10,806,750
    
    
    $
    0.03
   Number of
    
    
    Grant-DateShares
    
    
    Fair ValueNon-vested at December 31, 2005
    
    
    3,505,250Granted
    
    
    80,000
    
    
    $
    0.026Vested
    
    
    (437,125
    )Exercised
    
    
    -0-Expired
    
    
    (50,000
    )Non-vested at March 31, 2006
    
    
    3,098,125
 15




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Weighted
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    
    Weighted
    
    
    
    
    
    
    AverageRemaining
    
    
    Average
    
    
    
    
    
    
    Exercise PriceOptions
    
    
    Contract Life
    
    
    Exercise
    
    
    Options
    
    
    for ExercisableRange of Exercise Prices
    
    Outstanding
    
    
    In Years
    
    
    Price
    
    
    Exercisable
    
    
    Options$0.0001 - $0.01
    
    
    8,721,375
    
    
    Indefinite
    
    $
    0.0001
    
    
    
    8,721,375
    
    
    $
    0.0001$0.025 - $0.08
    
    
    1,230,000
    
    
    
    5
    
    
    $
    0.04
    
    
    
    1,230,000
    
    
    $
    0.04$0.10 - $0.50
    
    
    3,732,000
    
    
    
    7
    
    
    $
    0.21
    
    
    
    633,875
    
    
    $
    0.21$0.70 - $1.13
    
    
    221,500
    
    
    
    1
    
    
    $
    0.91
    
    
    
    221,500
    
    
    $
    0.9113,904,875
    
    
    
    
    
    
    $
    0.07
    
    
    
    10,806,750
    
    
    $
    0.03
    Three MonthsEndedMarch 31, 2005Net loss: As reported
    
    $
    (316,599
    )Add: Stock-based employee compensation expense included
in reported net loss
    
    
    Deduct: Total stock-based employee compensation expense
determined under fair value based method for all awards
    
    
    (25,285
    )Pro forma
    
    $
    (341,884
    )Basic and diluted net loss per share:As reported
    
    $
    (0.01
    )Pro forma
    
    $
    (0.01
    )
 Warrants
  16




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##### Table of Contents



Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    ExerciseNumber of
    
    
    Price per
    
    
    Number
    
    
    Price perShares
    
    
    Share
    
    
    Exercisable
    
    
    ShareOutstanding at December 31, 2005
    
    
    29,747,743
    
    
    $
    0.83
    
    
    
    2,100,000
    
    
    $
    0.86Granted
    
    
    -0-
    
    
    $
    0Exercised
    
    
    -0-
    
    
    $
    0Expired
    
    
    -0-
    
    
    $
    0Outstanding at March 31, 2006
    
    
    29,747,743
    
    
    $
    0.83
    
    
    
    2,100,000
    
    
    $
    0.86
  Weighted
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    
    Weighted
    
    
    
    
    
    
    AverageRemaining
    
    
    Average
    
    
    
    
    
    
    Exercise PriceWarrants
    
    
    Contract Life
    
    
    Exercise
    
    
    Warrants
    
    
    for ExercisableRange of Exercise Prices
    
    Outstanding
    
    
    In Years
    
    
    Price
    
    
    Exercisable
    
    
    Warrants$0.01-$0.10
    
    
    3,647,743
    
    
    
    5
    
    
    $
    0.08
    
    
    
    0
    
    
    $
    0$0.80-$1.10
    
    
    26,100,000
    
    
    
    5
    
    
    $
    0.94
    
    
    
    2,100,000
    
    
    $
    0.8629,747,743
    
    
    
    
    
    
    $
    0.83
    
    
    
    2,100,000
    
    
    $
    0.86
 11.
    
    Segment Reporting Operating segments are defined as components of an enterprise about
which separate financial information is available that is evaluated regularly by the Companys
chief decision-maker, or decision-making group, in deciding how to allocate resources and in
assessing performance. The Companys chief decision maker is the Chief Executive Officer.
   Distribution ChannelsHealth Food
    
    
    Mass Market
    
    
    TotalThree months ended March 31, 2006Sales
    
    $
    2,354,350
    
    
    $
    1,441,162
    
    
    $
    3,795,512Cost of sales
    
    
    1,108,482
    
    
    
    817,553
    
    
    
    1,926,035Gross profit
    
    $
    1,245,868
    
    
    $
    623,609
    
    
    $
    1,869,477Three months ended March 31, 2005Sales
    
    $
    1,539,802
    
    
    $
    1,373,729
    
    
    $
    2,913,531Cost of sales
    
    
    792,278
    
    
    
    745,236
    
    
    
    1,537,514Gross profit
    
    $
    747,524
    
    
    $
    628,493
    
    
    $
    1,376,017
 17




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##### Table of Contents



United States
    
    
    International
    
    
    TotalThree months ended March 31, 2006Sales
    
    $
    3,724,901
    
    
    $
    70,611
    
    
    $
    3,795,512Cost of sales
    
    
    1,887,199
    
    
    
    38,836
    
    
    
    1,926,035Gross profit
    
    $
    1,837,702
    
    
    $
    31,775
    
    
    $
    1,869,477Three months ended March 31, 2005Sales
    
    $
    2,872,833
    
    
    $
    40,698
    
    
    $
    2,913,531Cost of sales
    
    
    1,513,293
    
    
    
    24,221
    
    
    
    1,537,514Gross profit
    
    $
    1,359,540
    
    
    $
    16,477
    
    
    $
    1,376,017
  Major Customer Table
 Customer One
    
    
    Customer Two
    
    
    Customer ThreeAccounts
    
    
    
    
    
    
    Accounts
    
    
    
    
    
    
    AccountsReceivable
    
    
    
    
    
    
    Receivable
    
    
    
    
    
    
    ReceivableBalance
    
    
    
    
    
    
    Balance
    
    
    
    
    
    
    BalanceSales
    
    
    Quarter-end
    
    
    Sales
    
    
    Quarter-end
    
    
    Sales
    
    
    Quarter-endThree Months
ended March 31,
2006
    
    $
    718,567
    
    
    $
    494,359
    
    
    $
    468,521
    
    
    $
    213,424
    
    
    $
    509,699
    
    
    $
    405,712Three Months ended
March 31, 2005
    
    $
    797,263
    
    
    $
    263,197
    
    
    $
    311,977
    
    
    $
    141,999
    
    
    $
    662,428
    
    
    $
    226,492
 12.
    
    Guarantees In November 2002, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation Number (FIN) 45, Guarantors Accounting and Disclosure Requirements for
Guarantees, including Indirect Guarantees of Indebtedness of Others-an interpretation of FASB
Statements No. 5,57 and /07 and rescission of FIN 34. The following is a summary of the
Companys agreements that the Company has determined are within the scope of FIN 45.
   18




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##### Table of Contents



13.
    
    Litigation From time to time, the Company is party to various other claims and litigation
that arise in the normal course of business. While any litigation contains an element of
uncertainty, management believes that the ultimate outcome of these claims and litigation will
not have a material adverse effect on the Companys results of operations or financial
condition.
     14.
    
    Issuance of Unregistered Common Stock On March 1, 2006, the Company issued the following
equity securities directly, without the services of an underwriter, and without registration
under the Securities Act of 1933, as amended (the Securities Act), in reliance on Section
4(2) of the Securities Act:
 
    
    The Company issued to CEO Cast, Inc., 230,769 shares of common stock, in consideration
of CEO Cast, Inc. providing certain investor relations consulting. The shares were valued
at a price of $0.10, which was the closing price of the Companys common stock on March 1,
2006, and the total costs of $23,077 was charged to selling, general and administrative
expense in March 2006; and,
    
    The Company issued to Liberty 500,000 shares of common stock in consideration of
Liberty providing certain consulting services. The shares were valued at a price of $0.10,
which was the closing price of the Companys common stock on March 1, 2006, and the total
costs of $50,000 was charged to selling, general and administrative
expense in March 2006.
 19




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##### Table of Contents



ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 This discussion contains forward-looking statements. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, such statements are
inherently subject to risk and the Company can give no assurances that such expectations will prove
to be correct. Such forward-looking statements involve risks and uncertainties, and actual results
could differ from those described herein. Future results may be subject to numerous factors, many
of which are beyond the Companys control. Such risk factors include, without limitation, the risks
set forth below under Risk Factors. The Company undertakes no obligation to publicly release the
result of any revisions to these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of unexpected events.
  The Company
   
    
    Naturade Total Soy®, a full line of nutritionally complete meal replacements for weight
loss and cholesterol reduction available in several flavors of powders;
    
    Naturade® protein powders;
    
    ReVivex healthy joint and arthritis pain relief products;
    
    Diet Lean® products focused on the low carb dieter;
    
    Ageless Foundation® anti-aging products;
    
    Symbiotics® Colostrum products; and
    
    Other niche dietary supplements.
    www.naturade.com
 20




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##### Table of Contents



Recent Developments
 Recapitalization
  Financing
  Acquisitions
  Major trends that affected the Companys results of operations in 2006
  
    
    The sale of products acquired in the Ageless and Symco transactions in late 2005 which
accounted for $307,914 and $827,550, respectively, in revenues in the three months ended
March 31, 2006.
    
    The general softness in the grocery segment related to competition from Wal-Mart and
club stores continued to move consumers from historical purchasing patterns. The Company
believes this trend is likely to continue.
    
    The emergence and subsequent decline in consumer demand for low carbohydrate products
resulted in a modification of the Companys Naturade Total Soy® line to a low carbohydrate
formula in late 2004 and the subsequent re-introduction of the original formula in May
2005. This resulted in restocking charges, product returns and declines in the Companys
net sales related to conversion of retailer inventory back to the original formula.
    
    The removal of Cox-2 inhibitor prescription arthritis medications by the FDA resulted
in consumer demand for natural pain relief products. The Company responded to this demand
with the introduction of the ReVivex® line of products into approximately 30,000 retail
outlets by March 31, 2006.
 Critical Accounting Policies and Use of Estimates
  21




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##### Table of Contents



Revenue Recognition Revenue Recognition in Financial Statements
  
    
    Distributor AllowancesDistributor allowances are provided to all distributors as a reduction from list price and
are recorded as a reduction off the invoice at time of billing. Revenues and accounts
receivable are recorded net of these allowances.
    
    Promotional AllowancesPromotional allowances are related to specific promotions offered by Naturade related to in
store promotions being offered by a retailer and distributor promotions being offered to
retailers. In most cases, the promotion is designed to correspond with a similar consumer
promotion being offered by the retailer, the cost of which is borne by the retailer.
Promotional allowances are based upon purchases by the retailer or distributor during the
promotional period and are deducted from the customer invoice at the time of billing.
Revenues and accounts receivable are recorded net of these allowances. Shipments during the
promotional period are not subject to return after the end of the promotional period.For the three months ended March 31, 2006 and 2005, distributor and promotional allowances
were $297,706, or 6.9% of gross sales, and $371,038, or 10.7% of gross sales, respectively.
    
    Damages and ReturnsIn the three months ended March 31, 2006 and 2005, damages and returns were charged against
revenues based upon historical return rates. Actual damages and returns are charged against
the reserve when the product is returned, charges deducted or a consumer deduction is
received. On a periodic basis, actual charges are compared to the reserve and, if required,
the reserve rate is adjusted to reflect new trends. For the nine months ended March 31, 2006
and 2005, damages and returns charged against revenues were $167,600, or 3.9 % of gross
sales, and $218,400, or 6.3% of gross sales, respectively.
 22




---



##### Table of Contents



Three Months Ended
    
    
    Three Months EndedMarch 31, 2006
    
    
    March 31, 2005Beginning balance
    
    $
    55,067
    
    
    $
    -0-Provision for damages and returns
    
    
    167,600
    
    
    
    218,400Actual damages and returns during the period
    
    
    172,507
    
    
    
    179,760Ending balance
    
    $
    50,160
    
    
    $
    38,640
 Damages and returns are typically immaterial to the Companys overall results. As the
majority of returns represent consumer returns, which trail sales by about a month, the
reserve has been set at approximately 3.4% of the past months sales based upon historical
run rates in order to properly match revenues and deductions.
    
    Cash DiscountsCash discounts are recorded as deducted by customers from remittances, as the customer does
not earn them until the customer pays according to terms.For the three months ended March 31, 2006 and 2005, cash discounts were $34,889, or 0.8% of
gross sales, and $69,372, or 2.0 % of gross sales, respectively.
    
    SlottingSlotting charges related to new distribution (either a new customer or a new product
introduced to an existing customer) are recorded as a prepaid expense as incurred and
amortized over 12 months as a reduction of revenues. Should a customer cease purchasing from
Naturade or discontinue the respective product line, the unamortized slotting costs are
charged against revenues at that time. There have been no significant unamortized slotting
charges charged against revenues in the periods reported.For the three months ended March 31, 2006 and 2005, slotting costs were $43,388, or 1.0% of
gross sales, and $47,782, or 1.4 % of gross sales, respectively.
    
    Coupon and Rebate RedemptionCoupon and rebate costs are charged against revenues as redeemed. Historically, Naturade has
incurred insignificant redemption of its consumer coupons or rebates.For the three months ended March 31, 2006 and 2005, coupon and rebate costs were $141 and
$3,459, respectively.
 Inventory Valuation
 Accounts Receivable and Allowances for Uncollectible Accounts
 23




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##### Table of Contents



Results of Operations
  Percent of Net Sales
    
    
    Percentage Dollar Increase (Decrease)Three Months Ended March 31,
    
    
    Three Months Ended March 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Net sales
    
    
    100
    %
    
    
    100
    %
    
    
    30
    %
    
    
    (18
    %)Gross profit
    
    
    49
    %
    
    
    47
    %
    
    
    36
    %
    
    
    (15
    %)Selling, general and
administrative expenses
    
    
    54
    %
    
    
    55
    %
    
    
    26
    %
    
    
    (20
    %)Depreciation & amortization.
    
    
    7
    %
    
    
    1
    %
    
    
    
    
    
    
    Operating loss
    
    
    (12
    %)
    
    
    (8
    %)
    
    
    72
    %
    
    
    (43
    %)Interest expense
    
    
    23
    %
    
    
    3
    %
    
    
    896
    %
    
    
    28
    %Loss before provision for
income taxes
    
    
    (34
    %)
    
    
    (11
    %)
    
    
    296
    %
    
    
    (33
    %)Provision for income taxes
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Net loss
    
    
    (34
    %)
    
    
    (11
    %)
    
    
    296
    %
    
    
    (33
    %)
  Three Months Ended
    
    
    Three Months EndedMarch 31, 2006
    
    
    March 31, 2005Net loss attributable to common shareholders
    
    $
    (1,990,972
    )
    
    $
    (455,191
    )Plus non-cash charges:Preferred stock dividend-Series B
    
    
    
    
    
    
    67,164Deemed dividend-Series B
    
    
    
    
    
    
    71,428Deemed dividend-Series C
    
    
    690,000
    
    
    
    Stock based compensation
    
    
    33,879
    
    
    
    Net income before non-cash charges
    
    
    (1,267,093
    )
    
    
    (316,599
    )Interest expense
    
    
    201,652
    
    
    
    85,807Amortization of deferred financing fees (1)
    
    
    653,188
    
    
    
    Taxes
    
    
    800
    
    
    
    800Earnings before non-cash charges, interest and taxes
    
    
    (411,453
    )
    
    
    (229,992
    )Depreciation
    
    
    27,111
    
    
    
    15,270Amortization (2)
    
    
    233,333
    
    
    
    Earnings before non-cash charges, interest, taxes,
depreciation and amortization
    
    
    (151,009
    )
    
    
    (214,722
    )Consulting and investment relations costs (3)
    
    
    163,100
    
    
    
    Earnings before non-cash charges, interest, taxes,
depreciation, amortization and consulting and
investment relations costs
    
    $
    12,091
    
    
    $
    (214,722
    )
 
 (1)
    
    Represents the amortization of deferred financing fees based upon the interest method.(2)
    
    Represents amortization of intangible assets acquired in Symco and Ageless
transactions.(3)
    
    Represents consulting and investment fees related raising future capital for the
Company. 24




---



##### Table of Contents



Net Sales
    Mass Market Net Sales
 Health Food Net Sales.
 Channels of Distribution.
  25




---



##### Table of Contents



Gross Profit
  Operating Costs and Expenses
  Interest Expense
  Liquidity and Capital Resources
     26




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##### Table of Contents



27




---



##### Table of Contents



Impact of Contractual Obligations and Commercial Commitments
  Payments Due by PeriodContractual Obligations
    
    Total
    
    
    Less than 1 Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    After 5 YearsLong-term debt
    
    $
    3,354,572
    
    
    $
    2,037,572
    
    
    $
    1,317,000
    
    
    
    -0-
    
    
    
    -0-Seller notes
    
    
    2,700,040
    
    
    
    1,773,734
    
    
    
    926,306
    
    
    
    -0-
    
    
    
    -0-Revolving credit
    
    
    2,135,819
    
    
    
    2,135,819
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-Operating leases
    
    
    3,108,847
    
    
    
    420,603
    
    
    
    770,574
    
    
    
    817,330
    
    
    
    1,100,340Employment agreements (a)
    
    
    2,450,000
    
    
    
    650,000
    
    
    
    900,000
    
    
    
    900,000
    
    
    
    (a
    )Consulting agreements
    
    
    300,000
    
    
    
    300,000
    
    
    
    - 0-
    
    
    
    - 0-
    
    
    
    - 0-Total contractual cash obligations
    
    
    14,049,278
    
    
    
    7,317,728
    
    
    
    3,913,880
    
    
    
    1,717,330
    
    
    
    1,100,340Series C Convertible
Redeemable Preferred Stock
    
    
    21,000,000
    
    
    
    - 0-
    
    
    
    - 0-
    
    
    
    - 0-
    
    
    
    21,000,000Total
    
    $
    35,049,278
    
    
    $
    7,317,728
    
    
    $
    3,913,880
    
    
    $
    1,717,330
    
    
    $
    22,100,340
 
 (a)
    
    Employment agreement for Chief Operating Officer/Chief Financial Officer and Executive Vice
President of Sales have indefinite terms. New Accounting Pronouncements
 Inventory Costs
 Forward Looking Statements
  28




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##### Table of Contents



RISK FACTORS
 An investment in the Companys common stock involves a high degree of risk. In addition to the
other information contained in this report, you should carefully consider the following risks and
uncertainties before purchasing the Companys common stock. If any of these risks or uncertainties
were to occur, the Companys business, financial condition and operating results could suffer
serious harm. In that case, the trading price of the Companys common stock could decline and you
could lose all or part of your investment.
 The Company may incur future losses which may affect its ability to continue as a going concern.
  In our recent acquisitions, we have assumed substantial additional obligations.
  The Companys success depends on current and ongoing financing which may not be available or, if
available, could result in substantial dilution to its stockholders, depress the market price of
its common stock and impair its ability to raise capital by selling its common stock .
   29




---



##### Table of Contents



The Companys revenues depend on the integration and continued revenues of acquired businesses.
  The Companys revenues depend on continued business from the Companys key customers.
 ®
 The Company depends on third-party suppliers and manufacturers for its products.
  If the Companys third-party suppliers or manufacturers fail to timely deliver products of
acceptable quality or comply with FDA manufacturing guidelines, or raise prices, profits may be
affected.
  30




---



##### Table of Contents



The Companys current financial condition could cause third party suppliers and manufacturers to
refuse to do business with us, or to do so only on less favorable terms.
  Restrictions or requirements imposed by government regulation could result in material harm to the
Companys results of operations and financial condition.
    31




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##### Table of Contents



The Companys competitors may develop products that are more effective or less costly.
  The Companys success depends on its ability to attract and retain qualified personnel.
  Expanding the Companys sales in the mass market resulted in less stable demand for the Companys
products.
  Certain stockholders have the ability to control the Company and have other substantial rights,
preferences and privileges.
  
    
    At March 31, 2006, the Principal Stockholders collectively owned 95.2% of the Companys
outstanding common stock, 100% of its outstanding Series C and options and warrants to
acquire an additional 4.5% of its common stock (assuming the exercise of all options and
warrants and the conversion of all convertible securities held by the Principal
Stockholders). As a result, the Principal Stockholders have the ability to elect all of the
Companys directors, control the outcome of all matters requiring stockholder approval and
control the Companys management and affairs.
    
    As holders of the Series C, the Principal Stockholders are entitled to substantial
rights, preferences and privileges, including the following:
 32




---



##### Table of Contents




    
    For each fiscal year, the holders of the Series C will be entitled to receive a
cash dividend equal to 20% of the amount, if any, by which the Companys pre-tax profit
for such year exceeds $10 million. This cash dividend would reduce the amount available
for other corporate purposes, including the expansion of the Companys business or
distributions to the holders of its common stock.
    
    On the liquidation or sale of the company, the holders of the Series C will be
entitled to receive a preferential payment equal to $1.00 per share (subject to
adjustment), plus accrued but unpaid dividends. This preferential payment would reduce
the amount available for distribution to the holders of the Companys common stock.
    
    At any time after July 22, 2006, the holders of the Series C will have the
right to convert each share of Series C into one share of common stock (subject to
adjustment to prevent dilution). The issuance of these shares of common stock could
cause substantial dilution to the other holders of the common stock, and the potential
issuance of these shares of common stock could depress the market price of the
Companys common stock and impair its ability to raise capital through the sale of
common stock.
    
    On December 31, 2012, Naturade will be required to redeem the Series C for
$1.00 per share (subject to adjustment), plus accrued but unpaid dividends, provided
the Company is legally able to do so. This cash dividend would reduce the amount
available for other corporate purposes, including the expansion of the Companys
business or distributions to the holders of its common stock.
 
    
    The Principal Stockholders hold the following options and warrants to purchase
additional shares of common stock:
 
    
    Quincy holds a warrant to purchase up to 7,000,000 shares of common stock at
any time on or after July 22, 2006 and before July 22, 2015 at a price of $0.80 per
share.
    
    Quincy holds a warrant to purchase up to 7,000,000 shares of common stock at
any time on or after July 22, 2006 and before July 22, 2015 at a price of $1.02 per
share.
    
    Health Holdings holds warrants to purchase up to 10,000,000 shares of common
stock at any time on or after July 22, 2006 and before July 22, 2015 at a price of
$1.00 per share.
    
    Laurus holds an option to purchase up to 8,721,375 shares of common stock,
subject to certain limits, at any time on or after July 26, 2005 at a price of $0.0001
per share, and a warrant to purchase up to 1,500,000 shares of common stock at any time
on or after July 26, 2005 through July 26, 2010 at a price of $0.80 per share.
    
    Quincy, Health Holdings and Westgate hold 4,200,000, 12,600,000 and 4,200,000
shares, respectively, of Series C, each of which is convertible into one share of
common stock (subject to adjustment to prevent dilution).
    
    The issuance of these shares of common stock could cause substantial dilution
to the other holders of the common stock, and the potential issuance of these shares of
common stock could depress the market price of the Companys common stock and impair
its ability to raise capital through the sale of common stock.
 
    
    The Company has granted the Principal Stockholders certain registration rights with
respect to the common stock issuable upon the exercise of the foregoing options and
warrants or the conversion of the Series C.
 The exercise of outstanding options and warrants, and the conversion of outstanding shares of
Series C and convertible promissory notes, could cause substantial dilution to the Companys
stockholders.
  33




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##### Table of Contents



The large number of shares of common stock issuable upon the exercise of outstanding options and
warrants, or the conversion of outstanding shares of Series C, could depress the market price of
the Companys common stock and impair its ability to raise capital by selling its common stock.
  Future sales of equity securities could cause substantial dilution to the Companys stockholders,
depress the market price of its common stock and impair its ability to raise capital by selling its
common stock.
  The Company has granted registration rights with respect to numerous shares, the sale of which
could depress the market price of its common stock and impair its ability to raise capital by
selling its common stock.
  The Companys future success depends on the Companys ability to develop and commercialize
products.
  34




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##### Table of Contents



The Company is subject to variability of quarterly results and, therefore, its results of
operations for any period may not be indicative of future periods.
  The change in control affected by the Companys recent recapitalization may restrict future use of
its tax loss carry forwards.
  The Company may not have sufficient resources to address product liability exposure.
  The dietary supplement industry as a whole is experiencing a decline in sales.
  35




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##### Table of Contents



Adverse publicity may affect the Companys ability to attract and retain distributors.
  The Company may not be able to protect its intellectual property which could enable other companies
to replicate its products.
   New products are expensive to introduce and may not be successful.
 ® ®
 36




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##### Table of Contents



The Companys stock price may be subject to significant fluctuations.
  The Companys common stock is currently deemed to be a penny stock. As a result, trading of its
shares may be subject to special requirements which could impede the Companys stockholders
ability to resell their shares.
    The Company may not be able to comply in a timely manner with Section 404 of the Sarbanes-Oxley Act
of 2002, which could harm its operating results.
  37




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##### Table of Contents



ITEM 3 . Quantitative and Qualitative Disclosures About Market Risk.
   
 ITEM 4 . Controls and Procedure
    38




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##### Table of Contents



PART II. Other Information
 
 ITEM 1. Legal Proceedings.
  Ageless
Foundation, Inc. v. Quincy Investment Corp., Naturade, Inc. and Peter H. Pocklington (Case
No. 05-25540 Circuit Court of the 11th Judicial District in and for Miami-Dade County, Florida).
 Fortress Systems, LLC dba FSI Nutrition v. Naturade, Inc. (Case No. ADV .06-08004 U.S. Bankruptcy
Court, District of Nebraska).
 
 ITEM 1A. Risk Factors.
  
 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  
    
    The Company issued to CEO Cast, Inc., 230,769 shares of common stock, in consideration
of CEO Cast, Inc. providing certain investor relations consulting; and,
    
    The Company issued to Liberty 500,000 shares of common stock in consideration of
Liberty providing certain consulting services.
 39




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##### Table of Contents



ITEM 3. Defaults Upon Senior Equity Securities.
 NONE.
 
 ITEM 4. Submission of Matters to a Vote of Security Holders.
 NONE
 
 ITEM 5. Other Information.
 NONE
 
 ITEM 6. Exhibits
  ExhibitNumber
    

    Document3.1
    
    Certificate of Incorporation of Naturade, Inc., together with
amendments and Certificates of Designation relating thereto,
incorporated by reference to Exhibit 3.1 to the Companys
Annual Report on Form 10-K for the fiscal year ended September
30, 1997.3.2
    
    Certificate of Amendment to Certificate of Incorporation of
Naturade, Inc., filed with the Delaware Secretary of State on
December 20, 2001, incorporated by reference to Exhibit 3.3 to
the Companys Current Report on Form 8-K filed on January 3,
2002.3.3
    
    Certificate of Designation of Series B Convertible Preferred
Stock of Naturade, Inc., filed with the Delaware Secretary of
State on December 20, 2001, incorporated by reference to
Exhibit 3.5 to the Companys Current Report on Form 8-K filed
on January 3, 2002.3.4
    
    Certificate of Amendment to Certificate of Incorporation of
Naturade, Inc., filed with the Delaware Secretary of State on
December 28, 2001, incorporated by reference to Exhibit 3.4 to
the Companys Current Report on Form 8-K filed on January 3,
2002.3.5
    
    Certificate of Elimination of Series A Convertible Preferred
Stock of Naturade, Inc., filed with the Delaware Secretary of
State on January 3, 2002 incorporated by reference to Exhibit
3.5 to Form SB-2 (File No. 333-127397).3.6
    
    Certificate of Amendment of Certificate of Incorporation of
Naturade, Inc., filed with the Delaware Secretary of State on
May 15, 2003 incorporated by reference to Exhibit 3.6 to Form
SB-2 (File No. 333-127397).3.7
    
    Certificate of Amendment of Certificate of Designation of
Series B Convertible Preferred Stock of Naturade, Inc., filed
with the Delaware Secretary of State on May 15, 2003
incorporated by reference to Exhibit 3.7 to Form SB-2 (File
No. 333-127397).3.8
    
    Certificate of Decrease of Series B Convertible Preferred
Stock of Naturade, Inc., filed with the Delaware Secretary of
State on July 28, 2005 incorporated by reference to Exhibit
3.8 to Form SB-2 (File No. 333-127397).3.9
    
    Certificate of Designation of Series C Convertible Preferred
Stock of Naturade, Inc., filed with the Delaware Secretary of
State on July 28, 2005, incorporated by reference to Exhibit
3.1 to the Companys Current Report on Form 8-K filed on July
28, 2005.3.10
    
    Certificate of Elimination of Series B Convertible Preferred
Stock of Naturade, Inc., filed with the Delaware Secretary of
State on July 28, 2005, incorporated by reference to Exhibit
3.2 to the Companys Current Report on Form 8-K filed on July
28, 2005.3.11
    
    Amended and Restated Bylaws of Naturade, Inc., as amended
December 7, 2001, incorporated by reference to Exhibit 3.6 to
the Companys Current Report on Form 8-K filed on January 3,
2002.4.1
    
    Form of certificate of common stock, par value $0.0001 per
share incorporated by reference to Exhibit 4.1 to Form SB-2
(File No. 333-127397).
 40




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##### Table of Contents



ExhibitNumber
    
    Document4.2
    
    Form of certificate of Series C Convertible Preferred Stock,
par value $0.0001 per share, incorporated by reference to
Exhibit 4.1 to the Companys Current Report on Form 8-K filed
on July 28, 2005.10.1*
    
    Form of Option Agreement for Purchase of Naturade, Inc. Common
Stock for Directors, incorporated by reference to Exhibit M to
the Companys Annual Report on Form 10-K for the fiscal year
ended September 30, 1995.10.2*
    
    Naturade, Inc. 1998 Incentive Stock Option Plan, as amended,
incorporated by reference to Exhibit 10.17 to the Companys
Quarterly Report on Form 10-Q for the period ended March 31,
1998.10.3*
    
    Incentive Stock Option Plan with Bill D. Stewart, dated March
2, 1998, incorporated by reference to Exhibit 10.18 to the
Companys Quarterly Report on Form 10-Q filed for the period
ended March 31, 1998.10.4
    
    Industrial Lease, dated as of December 23, 1998, between the
Company and The Irvine Company, incorporated by reference to
Exhibit 10.25 to the Companys Quarterly Report on Form 10-Q
filed for the period ended June 30, 2000.10.5
    
    Loan Agreement among the Company, Health Holdings and
Botanicals, LLC and Wald Holdings, LLC, dated as of August 31,
2000, incorporated by reference to Exhibit 99.1 to the
Companys Current Report on Form 8-K filed on September 20,
2000.10.6*
    
    Amended and Restated Employment Agreement between the Company
and Bill D. Stewart, dated as of January 2, 2002, incorporated
by reference to Exhibit 10.32 to the Companys Current Report
on Form 8-K filed January 3, 2002.10.7
    
    Loan Agreement by and among the Company, Health Holdings and
Botanicals, LLC and David A. Weil, dated April 14, 2003,
incorporated by reference to Exhibit 10.40 to the Companys
Annual Report on Form 10-K for the fiscal year ended December
31, 2002.10.8*
    
    First Amendment to Amended and Restated Employment Agreement
between the Company and Bill D. Stewart, dated March 29, 2004,
incorporated by reference to Exhibit 10.45 to the Companys
Annual Report on Form 10-K for the fiscal year ended December
31, 2003.10.9
    
    Joinder to Loan Agreement of Naturade, Inc., dated as of April
13, 2003, by and among Bill D. Stewart and the lenders listed
therein, incorporated by reference to Exhibit 10.46 to the
Companys Current Report on Form 8-K filed on April 22, 2004.10.10
    
    Secured Promissory Note for $100,000 by the Company payable to
Bill D. Stewart, dated April 14, 2004, incorporated by
reference to Exhibit 10.48 to the Companys Current Report on
Form 8-K filed on April 22, 2004.10.11
    
    Secured Promissory Note for $100,000 by the Company payable to
Health Holdings & Botanicals, LLC, dated April 14, 2004,
incorporated by reference to Exhibit 10.49 to the Companys
Current Report on Form 8-K filed on April 22, 2004.10.12
    
    Secured Promissory Note for $25,000 by the Company payable to
David Weil, dated May 3, 2004, incorporated by reference to
Exhibit 10.50 to the Companys Current Report on Form 8-K
filed on May 6, 2004.10.13
    
    Secured Promissory Note for $75,000 by the Company payable to
Health Holdings & Botanicals, LLC, dated May 3, 2004,
incorporated by reference to Exhibit 10.51 to the Companys
Current Report on Form 8-K filed on May 6, 2004.10.14*
    
    Revised Employment Agreement between the Company and Stephen
M. Kasprisin, dated as of June 1, 2004, incorporated by
reference to Exhibit 10.53 to the Companys Current Report on
Form 8-K filed on June 14, 2004.
 41




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##### Table of Contents



ExhibitNumber
    
    Document10.15*
    
    Revised Employment Agreement between the Company and Marwan
Zreik, dated as of June 1, 2004, incorporated by reference to
Exhibit 10.54 to the Companys Current Report on Form 8-K
filed on June 14, 2004.10.16
    
    Asset Purchase Agreement, dated November 2, 2004, between the
Company and L.O.D.C. Group, LTD, incorporated by reference to
Exhibit 10.54 to the Companys Current Report on Form 8-K
filed on November 9, 2004.10.17
    
    First Amendment, dated as of January 26, 2005, to Secured
Promissory Note, dated April 13, 2003, between the Company and
Health Holdings & Botanicals, LLC, incorporated by reference
to Exhibit 10.57 to the Companys Annual Report on Form 10-K
for the fiscal year ended December 31, 2004.10.18
    
    First Amendment dated as of January 26, 2005, to Secured
Promissory Note, dated April 14, 2004, between the Company and
Health Holdings & Botanicals, LLC, incorporated by reference
to Exhibit 10.58 to the Companys Annual Report on Form 10-K
for the fiscal year ended December 31, 2004.10.19
    
    First Amendment dated as of January 26, 2005, to Secured
Promissory Note, dated May 13, 2004, between the Company and
Health Holdings & Botanicals, LLC, incorporated by reference
to Exhibit 10.59 to the Companys Annual Report on Form 10-K
for the fiscal year ended December 31, 2004.10.20
    
    First Amendment dated as of January 26, 2005, to Secured
Promissory Note, dated August 16, 2004, between the Company
and Health Holdings & Botanicals, LLC, incorporated by
reference to Exhibit 10.60 to the Companys Annual Report on
Form 10-K for the fiscal year ended December 31, 2004.10.21
    
    First Amendment dated as of January 26, 2005, to Secured
Promissory Note, dated April 13, 2003, between the Company and
David A. Weil, incorporated by reference to Exhibit 10.61 to
the Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2004.10.22
    
    First Amendment dated as of January 26, 2005, to Secured
Promissory Note, dated May 3, 2004, between the Company and
David A. Weil, incorporated by reference to Exhibit 10.62 to
the Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2004.10.23
    
    First Amendment dated as of January 26, 2005, to Secured
Promissory Note, dated May 3, 2004, between the Company and
Bill D. Stewart, incorporated by reference to Exhibit 10.63 to
the Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2004.10.24
    
    First Amendment to Loan Agreement, dated August 21, 2003,
between the Company and Howard Shao incorporated by reference
to Exhibit 10.24 to FormSB-2 (File No. 333-127397).10.25
    
    Second Amendment to Loan Agreement, dated September 23, 2004,
between the Company and Howard Shao incorporated by reference
to Exhibit 10.25 to Form SB-2 (File No. 333-127397).10.26
    
    Third Amendment to Loan Agreement, dated March 25, 2005,
between the Company and Howard Shao, incorporated by reference
to Exhibit 10.64 to the Companys Annual Report on Form 10-K
for the fiscal year ended December 31, 2004.10.27
    
    Master Investment Agreement, dated as of July 22, 2005, by and
among the Company, Health Holdings and Botanicals, LLC,
Westgate Equity Partners, L.P., Quincy Investments Corp., Bill
D. Stewart and David A. Weil, incorporated by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K filed
on July 28, 2005.10.28
    
    Common Stock Purchase Warrant, dated as of July 22, 2005,
entitling Health Holdings and Botanicals, LLC to purchase up
to 10,000,000 shares of common stock at $1.00 per share,
incorporated by reference to Exhibit 10.2 to the Companys
Current Report on Form 8-K filed on July 28, 2005.10.29
    
    Common Stock Purchase Warrant, dated as of July 22, 2005,
entitling Quincy Investments Corp. to purchase up to 7,000,000
shares of common stock at $0.80 per share, incorporated by
reference to Exhibit 10.3 to the Companys Current Report on
Form 8-K filed on July 28, 2005.10.30
    
    Common Stock Purchase Warrant, dated as of July 22, 2005,
entitling Quincy Investments Corp. to purchase up to 7,000,000
shares of common stock at $1.02 per share, incorporated by
reference to Exhibit 10.4 to the Companys Current Report on
Form 8-K filed on July 28, 2005.
 42




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##### Table of Contents



ExhibitNumber
    
    Document10.31
    
    Registration Rights Agreement, dated as of July 22, 2005, by
and among the Company, Health Holdings and Botanicals, LLC,
Westgate Equity Partners, L.P. and Quincy Investments Corp.,
incorporated by reference to Exhibit 10.5 to the Companys
Current Report on Form 8-K filed on July 28, 2005.10.32
    
    Asset Purchase Agreement, dated as of July 22, 2005, by and
among Quincy Investments Corp., Symco, Inc. and Symbiotics,
Inc., incorporated by reference to Exhibit 10.6 to the
Companys Current Report on Form 8-K filed on July 28, 2005.10.33
    
    Assignment and Assumption Agreement dated, as of July 22,
2005, by and among the Company, Quincy Investments Corp.,
Symco, Inc. and Symbiotics, Inc., incorporated by reference to
Exhibit 10.7 to the Companys Current Report on Form 8-K filed
on July 28, 2005.10.34
    
    Asset Purchase Agreement, dated as of July 27, 2005, by and
between Quincy Investments Corp. and The Ageless Foundation,
Inc., incorporated by reference to Exhibit 10.8 to the
Companys Current Report on Form 8-K filed on July 28, 2005.10.35
    
    Assignment and Assumption Agreement, dated as of July 28,
2005, by and among the Company, Quincy Investments Corp. and
The Ageless Foundation, Inc., incorporated by reference to
Exhibit 10.9 to the Companys Current Report on Form 8-K filed
on July 28, 2005.10.36
    
    Security and Purchase Agreement, by and between the Company
and Laurus Master Fund, Ltd., dated July 26, 2005,
incorporated by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed on August 1, 2005.10.37
    
    Common Stock Purchase Option, dated as of July 26, 2005,
entitling Laurus Master Fund, Ltd. to purchase up to 8,721,375
shares of common stock at $0.001 per share, incorporated by
reference to Exhibit 10.2 to the Companys Current Report on
Form 8-K filed on August 1, 2005.10.38
    
    Common Stock Purchase Warrant, dated as of July 26, 2005,
entitling Laurus Master Fund, Ltd. to purchase up to 1,500,000
shares of common stock at $0.80 per share, incorporated by
reference to Exhibit 10.3 to the Companys Current Report on
Form 8-K filed on August 1, 2005.10.39
    
    Secured Convertible Term Note in the amount of $1,000,000, by
and between the Company and Laurus Master Fund, Ltd., dated
July 26, 2005, incorporated by reference to Exhibit 10.4 to
the Companys Current Report on Form 8-K filed on August 1,
2005.10.40
    
    Secured Revolving Note in the amount of $3,000,000, by and
between the Company and Laurus Master Fund, Ltd., dated July
26, 2005, incorporated by reference to Exhibit 10.5 to the
Companys Current Report on Form 8-K filed on August 1, 2005.10.41
    
    Registration Rights Agreement, dated as of July 26, 2005, by
and between the Company and Laurus Master Fund, Ltd.,
incorporated by reference to Exhibit 10.6 to the Companys
Current Report on Form 8-K filed on August 1, 2005.10.42
    
    Secured Convertible Minimum Borrowing Note in the amount of
$500,000, by and between the Company and Laurus Master Fund,
Ltd., dated July 26, 2005, incorporated by reference to
Exhibit 10.7 to the Companys Current Report on Form 8-K filed
on August 1, 2005.10.43
    
    Promissory Note in the amount of $1,775, 687.46, dated August
3, 2005, by Quincy Investments Corp. and the Company payable
to Symbiotics, Inc., incorporated by reference to Exhibit 4.1
to the Companys Current Report on Form 8-K filed on August 9,
2005.10.44
    
    Promissory Note in the amount of $648,234.00, dated August 5,
2005, by Quincy Investments Corp. and the Company payable to
The Ageless Foundation, Inc., incorporated by reference to
Exhibit 4.2 to the Companys Current Report on Form 8-K filed
on August 9, 2005.
 43




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##### Table of Contents



ExhibitNumber
    
    Document10.45
    
    Guaranty of Promissory Note, dated as of August 3, 2005, by
Peter H. Pocklington for the benefit of each of Symco Inc. and
Symbiotics, Inc., incorporated by reference to Exhibit 10.1 to
the Companys Current Report on Form 8-K filed on August 9,
2005.10.46
    
    Guaranty of Promissory Note, dated as of August 5, 2005, by
Peter H. Pocklington for the benefit of The Ageless
Foundation, Inc., incorporated by reference to Exhibit 10.10
to the Companys Current Report on Form 8-K filed on August 9,
2005.10.47
    
    Trademark License Agreement, dated August 3, 2005, by and
among the Company, Symco, Inc. and Symbiotics, Inc.,
incorporated by reference to Exhibit 10.9 to the Companys
Current Report on Form 8-K filed on August 9, 2005.10.48
    
    Consulting Agreement, dated August 30, 2005, between Naturade,
Inc. and Quincy Investment Corp., incorporated by reference to
Exhibit 1.01 to the Companys Current Report on Form 8-K filed
on September 6, 2005.10.49
    
    Asset Purchase Agreement, dated as of October 7, 2005, by and
between Naturade, Inc. and Innovation Ventures, L.L.C. d b a
Living Essentials, incorporated by reference to Exhibit 99.1
to the Companys Current Report on Form 8-K filed on October
14, 2005.10.50
    
    Amendment and Waiver, dated November 25, 2005 between
Naturade, Inc. and Laurus Master Fund Ltd. incorporated by
reference to Exhibit 99.1 to the Companys Current Report on
Form 8-K filed on December 1, 2005.10.51
    
    Overadvance Side Letter between Naturade, Inc. and Laurus
Master Fund Ltd., dated November 29, 2005 incorporated by
reference to Exhibit 99.2 to the Companys Current Report on
Form 8-K filed on December 1, 2005.10.52
    
    Payoff Agreement by and between Naturade, Inc., Peter
Pocklington and David Brown, dated November 22, 2005
incorporated by reference to Exhibit 99.3 to the Companys
Current Report on Form 8-K filed on December 1, 2005.10.53
    
    Amended and Restated Security and Purchase Agreement, by and
between Laurus Master Fund, LTD. and Naturade, Inc., dated
January 6, 2006 incorporated by reference to Exhibit 10.1 to
the Companys Current Report on Form 8-K filed on January 16,
2006.10.54
    
    Amended and Restated Secured Term Note in the amount of
$1,650,000, by and between Laurus Master Fund, LTD. and
Naturade, Inc., dated January 6, 2006 incorporated by
reference to Exhibit 10.2 to the Companys Current Report on
Form 8-K filed on January 16, 2006.10.55
    
    Amended and Restated Secured Revolving Note in the amount of
$3,000,000 by and between Laurus Master Fund, LTD. and
Naturade, Inc., dated January 6, 2006 incorporated by
reference to Exhibit 10.3 to the Companys Current Report on
Form 8-K filed on January 16, 2006.10.56
    
    Reaffirmation and Ratification Agreement and Amendment by and
between Laurus Master Fund, LTD. and Naturade, Inc., dated
January 6, 2006 incorporated by reference to Exhibit 10.4 to
the Companys Current Report on Form 8-K filed on January 16,
2006.10.57
    
    Amended and Restated Registration Rights Agreement, dated as
of January 6, 2006, by and between Naturade, Inc., and Laurus
Master Fund, LTD incorporated by reference to Exhibit 10.5 to
the Companys Current Report on Form 8-K filed on January 16,
2006.10.58
    
    Consulting Agreement, dated as of August 5, 2005, by and
between Naomi Balcombe and Naturade, Inc. incorporated by
reference to Exhibit 10.11 to the Companys Current Report on
Form 8-K filed on August 9, 2005,10.59
    
    Independent Contractor Proprietary Information and Inventions
Agreement, dated August 5, 2005, by and between Naturade, Inc.
and Naomi Balcombe incorporated by reference to Exhibit 10.12
to the Companys Current Report on Form 8-K filed on August 9,
2005,10.60
    
    Transition Agreement, entered into as of August 3, 2005, by
and between Naturade, Inc., Symco, Inc. and Symbiotics, Inc.
incorporated by reference to Exhibit 10.2 to the Companys
Current Report on Form 8-K filed on August 9, 2005,
 44




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##### Table of Contents



ExhibitNumber
    
    Document10.61
    
    Consulting Agreement, dated as of August 3, 2005, by and
between Douglas Wyatt and Naturade, Inc. Incorporated and
Symbiotics, Inc. incorporated by reference to Exhibit 10.3 to
the Companys Current Report on Form 8-K filed on August 9,
2005,10.62
    
    Independent Contractor Proprietary Information and Inventions
Agreement, dated August 3, 2005, by and between Naturade, Inc.
and Douglas Wyatt incorporated by reference to Exhibit 10.4 to
the Companys Current Report on Form 8-K filed on August 9,
2005,10.63
    
    Consulting Agreement, dated as of August 3, 2005, by and
between David Brown and Naturade, Inc. and Symbiotics, Inc.
incorporated by reference to Exhibit 10.5 to the Companys
Current Report on Form 8-K filed on August 9, 2005,10.64
    
    Independent Contractor Proprietary Information and Inventions
Agreement, dated August 3, 2005, by and between Naturade, Inc.
and David Brown and Symbiotics, Inc. incorporated by reference
to Exhibit 10.6 to the Companys Current Report on Form 8-K
filed on August 9, 2005,10.65
    
    Common Stock Lock Up Agreement, dated August 3, 2005, by and
between Naturade, Inc. and Douglas Wyatt and Symbiotics, Inc.
incorporated by reference to Exhibit 10.5 to the Companys
Current Report on Form 8-K filed on August 9, 2005,10.66
    
    Common Stock Lock Up Agreement, dated August 3, 2005, by and
between Naturade, Inc. and David Brown and Symbiotics, Inc.
incorporated by reference to Exhibit 10.7 to the Companys
Current Report on Form 8-K filed on August 9, 2005,10.67
    
    Fourth Amendment to Loan Agreement, dated as of March 24,
2006, by and between Naturade, Inc. and Howard Shao
incorporated by reference to Exhibit 99.1 to the Companys
Current Report on Form 8-K filed on March 29, 2006.10.68*
    
    Second Amendment to Amended and Restated Employment Agreement,
dated as of March 24, 2006, by and between Naturade, Inc. and
Bill D. Stewart incorporated by reference to Exhibit 99.2 to
the Companys Current Report on Form 8-K filed on March 29,
2006.14.1
    
    Code of Financial Ethics incorporated by reference to Exhibit
14 to the Companys Annual Report on Form 10-K for the fiscal
year ended December 31, 2003**31.1
    
    Certification Pursuant to Rule 15d-14(a) of the Securities
Exchange Act of 1934, Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002**31.2
    
    Certification Pursuant to Rule 15d-14(a) of the Securities
Exchange Act of 1934, Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002**32
    
    Certification Pursuant to 18 U.S.C. 1350, Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Management contracts or compensatory plan or arrangement.**
    
    Filed herewith. 45




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##### Table of Contents



SIGNATURES
  NATURADE, INC.
(Registrant)DATE: May 15, 2006
    By           /s/Bill D. StewartBill D. StewartChief Executive Officer DATE: May 15, 2006
    By          /s/Stephen M. KasprisinStephen M. KasprisinChief Financial Officer 46




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Document3.1
    
    Certificate of Incorporation of Naturade, Inc., together with
amendments and Certificates of Designation relating thereto,
incorporated by reference to Exhibit 3.1 to the Companys
Annual Report on Form 10-K for the fiscal year ended September
30, 1997.3.2
    
    Certificate of Amendment to Certificate of Incorporation of
Naturade, Inc., filed with the Delaware Secretary of State on
December 20, 2001, incorporated by reference to Exhibit 3.3 to
the Companys Current Report on Form 8-K filed on January 3,
2002.3.3
    
    Certificate of Designation of Series B Convertible Preferred
Stock of Naturade, Inc., filed with the Delaware Secretary of
State on December 20, 2001, incorporated by reference to
Exhibit 3.5 to the Companys Current Report on Form 8-K filed
on January 3, 2002.3.4
    
    Certificate of Amendment to Certificate of Incorporation of
Naturade, Inc., filed with the Delaware Secretary of State on
December 28, 2001, incorporated by reference to Exhibit 3.4 to
the Companys Current Report on Form 8-K filed on January 3,
2002.3.5
    
    Certificate of Elimination of Series A Convertible Preferred
Stock of Naturade, Inc., filed with the Delaware Secretary of
State on January 3, 2002 incorporated by reference to Exhibit
3.5 to Form SB-2 (File No. 333-127397).3.6
    
    Certificate of Amendment of Certificate of Incorporation of
Naturade, Inc., filed with the Delaware Secretary of State on
May 15, 2003 incorporated by reference to Exhibit 3.6 to Form
SB-2 (File No. 333-127397).3.7
    
    Certificate of Amendment of Certificate of Designation of
Series B Convertible Preferred Stock of Naturade, Inc., filed
with the Delaware Secretary of State on May 15, 2003
incorporated by reference to Exhibit 3.7 to Form SB-2 (File
No. 333-127397).3.8
    
    Certificate of Decrease of Series B Convertible Preferred
Stock of Naturade, Inc., filed with the Delaware Secretary of
State on July 28, 2005 incorporated by reference to Exhibit
3.8 to Form SB-2 (File No. 333-127397).3.9
    
    Certificate of Designation of Series C Convertible Preferred
Stock of Naturade, Inc., filed with the Delaware Secretary of
State on July 28, 2005, incorporated by reference to Exhibit
3.1 to the Companys Current Report on Form 8-K filed on July
28, 2005.3.10
    
    Certificate of Elimination of Series B Convertible Preferred
Stock of Naturade, Inc., filed with the Delaware Secretary of
State on July 28, 2005, incorporated by reference to Exhibit
3.2 to the Companys Current Report on Form 8-K filed on July
28, 2005.3.11
    
    Amended and Restated Bylaws of Naturade, Inc., as amended
December 7, 2001, incorporated by reference to Exhibit 3.6 to
the Companys Current Report on Form 8-K filed on January 3,
2002.4.1
    
    Form of certificate of common stock, par value $0.0001 per
share incorporated by reference to Exhibit 4.1 to Form SB-2
(File No. 333-127397).4.2
    
    Form of certificate of Series C Convertible Preferred Stock,
par value $0.0001 per share, incorporated by reference to
Exhibit 4.1 to the Companys Current Report on Form 8-K filed
on July 28, 2005.10.1*
    
    Form of Option Agreement for Purchase of Naturade, Inc. Common
Stock for Directors, incorporated by reference to Exhibit M to
the Companys Annual Report on Form 10-K for the fiscal year
ended September 30, 1995.10.2*
    
    Naturade, Inc. 1998 Incentive Stock Option Plan, as amended,
incorporated by reference to Exhibit 10.17 to the Companys
Quarterly Report on Form 10-Q for the period ended March 31,
1998.10.3*
    
    Incentive Stock Option Plan with Bill D. Stewart, dated March
2, 1998, incorporated by reference to Exhibit 10.18 to the
Companys Quarterly Report on Form 10-Q filed for the period
ended March 31, 1998.
 47




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##### Table of Contents



ExhibitNumber
    
    Document10.4
    
    Industrial Lease, dated as of December 23, 1998, between the
Company and The Irvine Company, incorporated by reference to
Exhibit 10.25 to the Companys Quarterly Report on Form 10-Q
filed for the period ended June 30, 2000.10.5
    
    Loan Agreement among the Company, Health Holdings and
Botanicals, LLC and Wald Holdings, LLC, dated as of August 31,
2000, incorporated by reference to Exhibit 99.1 to the
Companys Current Report on Form 8-K filed on September 20,
2000.10.6*
    
    Amended and Restated Employment Agreement between the Company
and Bill D. Stewart, dated as of January 2, 2002, incorporated
by reference to Exhibit 10.32 to the Companys Current Report
on Form 8-K filed January 3, 2002.10.7
    
    Loan Agreement by and among the Company, Health Holdings and
Botanicals, LLC and David A. Weil, dated April 14, 2003,
incorporated by reference to Exhibit 10.40 to the Companys
Annual Report on Form 10-K for the fiscal year ended December
31, 2002.10.8*
    
    First Amendment to Amended and Restated Employment Agreement
between the Company and Bill D. Stewart, dated March 29, 2004,
incorporated by reference to Exhibit 10.45 to the Companys
Annual Report on Form 10-K for the fiscal year ended December
31, 2003.10.9
    
    Joinder to Loan Agreement of Naturade, Inc., dated as of April
13, 2003, by and among Bill D. Stewart and the lenders listed
therein, incorporated by reference to Exhibit 10.46 to the
Companys Current Report on Form 8-K filed on April 22, 2004.10.10
    
    Secured Promissory Note for $100,000 by the Company payable to
Bill D. Stewart, dated April 14, 2004, incorporated by
reference to Exhibit 10.48 to the Companys Current Report on
Form 8-K filed on April 22, 2004.10.11
    
    Secured Promissory Note for $100,000 by the Company payable to
Health Holdings & Botanicals, LLC, dated April 14, 2004,
incorporated by reference to Exhibit 10.49 to the Companys
Current Report on Form 8-K filed on April 22, 2004.10.12
    
    Secured Promissory Note for $25,000 by the Company payable to
David Weil, dated May 3, 2004, incorporated by reference to
Exhibit 10.50 to the Companys Current Report on Form 8-K
filed on May 6, 2004.10.13
    
    Secured Promissory Note for $75,000 by the Company payable to
Health Holdings & Botanicals, LLC, dated May 3, 2004,
incorporated by reference to Exhibit 10.51 to the Companys
Current Report on Form 8-K filed on May 6, 2004.10.14*
    
    Revised Employment Agreement between the Company and Stephen
M. Kasprisin, dated as of June 1, 2004, incorporated by
reference to Exhibit 10.53 to the Companys Current Report on
Form 8-K filed on June 14, 2004.10.15*
    
    Revised Employment Agreement between the Company and Marwan
Zreik, dated as of June 1, 2004, incorporated by reference to
Exhibit 10.54 to the Companys Current Report on Form 8-K
filed on June 14, 2004.10.16
    
    Asset Purchase Agreement, dated November 2, 2004, between the
Company and L.O.D.C. Group, LTD, incorporated by reference to
Exhibit 10.54 to the Companys Current Report on Form 8-K
filed on November 9, 2004.10.17
    
    First Amendment, dated as of January 26, 2005, to Secured
Promissory Note, dated April 13, 2003, between the Company and
Health Holdings & Botanicals, LLC, incorporated by reference
to Exhibit 10.57 to the Companys Annual Report on Form 10-K
for the fiscal year ended December 31, 2004.10.18
    
    First Amendment dated as of January 26, 2005, to Secured
Promissory Note, dated April 14, 2004, between the Company and
Health Holdings & Botanicals, LLC, incorporated by reference
to Exhibit 10.58 to the Companys Annual Report on Form 10-K
for the fiscal year ended December 31, 2004.
 48




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##### Table of Contents



ExhibitNumber
    
    Document10.19
    
    First Amendment dated as of January 26, 2005, to Secured
Promissory Note, dated May 13, 2004, between the Company and
Health Holdings & Botanicals, LLC, incorporated by reference
to Exhibit 10.59 to the Companys Annual Report on Form 10-K
for the fiscal year ended December 31, 2004.10.20
    
    First Amendment dated as of January 26, 2005, to Secured
Promissory Note, dated August 16, 2004, between the Company
and Health Holdings & Botanicals, LLC, incorporated by
reference to Exhibit 10.60 to the Companys Annual Report on
Form 10-K for the fiscal year ended December 31, 2004.10.21
    
    First Amendment dated as of January 26, 2005, to Secured
Promissory Note, dated April 13, 2003, between the Company and
David A. Weil, incorporated by reference to Exhibit 10.61 to
the Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2004.10.22
    
    First Amendment dated as of January 26, 2005, to Secured
Promissory Note, dated May 3, 2004, between the Company and
David A. Weil, incorporated by reference to Exhibit 10.62 to
the Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2004.10.23
    
    First Amendment dated as of January 26, 2005, to Secured
Promissory Note, dated May 3, 2004, between the Company and
Bill D. Stewart, incorporated by reference to Exhibit 10.63 to
the Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2004.10.24
    
    First Amendment to Loan Agreement, dated August 21, 2003,
between the Company and Howard Shao incorporated by reference
to Exhibit 10.24 to FormSB-2 (File No. 333-127397).10.25
    
    Second Amendment to Loan Agreement, dated September 23, 2004,
between the Company and Howard Shao incorporated by reference
to Exhibit 10.25 to Form SB-2 (File No. 333-127397).10.26
    
    Third Amendment to Loan Agreement, dated March 25, 2005,
between the Company and Howard Shao, incorporated by reference
to Exhibit 10.64 to the Companys Annual Report on Form 10-K
for the fiscal year ended December 31, 2004.10.27
    
    Master Investment Agreement, dated as of July 22, 2005, by and
among the Company, Health Holdings and Botanicals, LLC,
Westgate Equity Partners, L.P., Quincy Investments Corp., Bill
D. Stewart and David A. Weil, incorporated by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K filed
on July 28, 2005.10.28
    
    Common Stock Purchase Warrant, dated as of July 22, 2005,
entitling Health Holdings and Botanicals, LLC to purchase up
to 10,000,000 shares of common stock at $1.00 per share,
incorporated by reference to Exhibit 10.2 to the Companys
Current Report on Form 8-K filed on July 28, 2005.10.29
    
    Common Stock Purchase Warrant, dated as of July 22, 2005,
entitling Quincy Investments Corp. to purchase up to 7,000,000
shares of common stock at $0.80 per share, incorporated by
reference to Exhibit 10.3 to the Companys Current Report on
Form 8-K filed on July 28, 2005.10.30
    
    Common Stock Purchase Warrant, dated as of July 22, 2005,
entitling Quincy Investments Corp. to purchase up to 7,000,000
shares of common stock at $1.02 per share, incorporated by
reference to Exhibit 10.4 to the Companys Current Report on
Form 8-K filed on July 28, 2005.10.31
    
    Registration Rights Agreement, dated as of July 22, 2005, by
and among the Company, Health Holdings and Botanicals, LLC,
Westgate Equity Partners, L.P. and Quincy Investments Corp.,
incorporated by reference to Exhibit 10.5 to the Companys
Current Report on Form 8-K filed on July 28, 2005.10.32
    
    Asset Purchase Agreement, dated as of July 22, 2005, by and
among Quincy Investments Corp., Symco, Inc. and Symbiotics,
Inc., incorporated by reference to Exhibit 10.6 to the
Companys Current Report on Form 8-K filed on July 28, 2005.10.33
    
    Assignment and Assumption Agreement dated, as of July 22,
2005, by and among the Company, Quincy Investments Corp.,
Symco, Inc. and Symbiotics, Inc., incorporated by reference to
Exhibit 10.7 to the Companys Current Report on Form 8-K filed
on July 28, 2005.10.34
    
    Asset Purchase Agreement, dated as of July 27, 2005, by and
between Quincy Investments Corp. and The Ageless Foundation,
Inc., incorporated by reference to Exhibit 10.8 to the
Companys Current Report on Form 8-K filed on July 28, 2005.
 49




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##### Table of Contents



ExhibitNumber
    
    Document10.35
    
    Assignment and Assumption Agreement, dated as of July 28,
2005, by and among the Company, Quincy Investments Corp. and
The Ageless Foundation, Inc., incorporated by reference to
Exhibit 10.9 to the Companys Current Report on Form 8-K filed
on July 28, 2005.10.36
    
    Security and Purchase Agreement, by and between the Company
and Laurus Master Fund, Ltd., dated July 26, 2005,
incorporated by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed on August 1, 2005.10.37
    
    Common Stock Purchase Option, dated as of July 26, 2005,
entitling Laurus Master Fund, Ltd. to purchase up to 8,721,375
shares of common stock at $0.001 per share, incorporated by
reference to Exhibit 10.2 to the Companys Current Report on
Form 8-K filed on August 1, 2005.10.38
    
    Common Stock Purchase Warrant, dated as of July 26, 2005,
entitling Laurus Master Fund, Ltd. to purchase up to 1,500,000
shares of common stock at $0.80 per share, incorporated by
reference to Exhibit 10.3 to the Companys Current Report on
Form 8-K filed on August 1, 2005.10.39
    
    Secured Convertible Term Note in the amount of $1,000,000, by
and between the Company and Laurus Master Fund, Ltd., dated
July 26, 2005, incorporated by reference to Exhibit 10.4 to
the Companys Current Report on Form 8-K filed on August 1,
2005.10.40
    
    Secured Revolving Note in the amount of $3,000,000, by and
between the Company and Laurus Master Fund, Ltd., dated July
26, 2005, incorporated by reference to Exhibit 10.5 to the
Companys Current Report on Form 8-K filed on August 1, 2005.10.41
    
    Registration Rights Agreement, dated as of July 26, 2005, by
and between the Company and Laurus Master Fund, Ltd.,
incorporated by reference to Exhibit 10.6 to the Companys
Current Report on Form 8-K filed on August 1, 2005.10.42
    
    Secured Convertible Minimum Borrowing Note in the amount of
$500,000, by and between the Company and Laurus Master Fund,
Ltd., dated July 26, 2005, incorporated by reference to
Exhibit 10.7 to the Companys Current Report on Form 8-K filed
on August 1, 2005.10.43
    
    Promissory Note in the amount of $1,775, 687.46, dated August
3, 2005, by Quincy Investments Corp. and the Company payable
to Symbiotics, Inc., incorporated by reference to Exhibit 4.1
to the Companys Current Report on Form 8-K filed on August 9,
2005.10.44
    
    Promissory Note in the amount of $648,234.00, dated August 5,
2005, by Quincy Investments Corp. and the Company payable to
The Ageless Foundation, Inc., incorporated by reference to
Exhibit 4.2 to the Companys Current Report on Form 8-K filed
on August 9, 2005.10.45
    
    Guaranty of Promissory Note, dated as of August 3, 2005, by
Peter H. Pocklington for the benefit of each of Symco Inc. and
Symbiotics, Inc., incorporated by reference to Exhibit 10.1 to
the Companys Current Report on Form 8-K filed on August 9,
2005.10.46
    
    Guaranty of Promissory Note, dated as of August 5, 2005, by
Peter H. Pocklington for the benefit of The Ageless
Foundation, Inc., incorporated by reference to Exhibit 10.10
to the Companys Current Report on Form 8-K filed on August 9,
2005.10.47
    
    Trademark License Agreement, dated August 3, 2005, by and
among the Company, Symco, Inc. and Symbiotics, Inc.,
incorporated by reference to Exhibit 10.9 to the Companys
Current Report on Form 8-K filed on August 9, 2005.10.48
    
    Consulting Agreement, dated August 30, 2005, between Naturade,
Inc. and Quincy Investment Corp., incorporated by reference to
Exhibit 1.01 to the Companys Current Report on Form 8-K filed
on September 6, 2005.
 50




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##### Table of Contents



ExhibitNumber
    
    Document10.49
    
    Asset Purchase Agreement, dated as of October 7, 2005, by and
between Naturade, Inc. and Innovation Ventures, L.L.C. d b a
Living Essentials, incorporated by reference to Exhibit 99.1
to the Companys Current Report on Form 8-K filed on October
14, 2005.10.50
    
    Amendment and Waiver, dated November 25, 2005 between
Naturade, Inc. and Laurus Master Fund Ltd. incorporated by
reference to Exhibit 99.1 to the Companys Current Report on
Form 8-K filed on December 1, 2005.10.51
    
    Overadvance Side Letter between Naturade, Inc. and Laurus
Master Fund Ltd., dated November 29, 2005 incorporated by
reference to Exhibit 99.2 to the Companys Current Report on
Form 8-K filed on December 1, 2005.10.52
    
    Payoff Agreement by and between Naturade, Inc., Peter
Pocklington and David Brown, dated November 22, 2005
incorporated by reference to Exhibit 99.3 to the Companys
Current Report on Form 8-K filed on December 1, 2005.10.53
    
    Amended and Restated Security and Purchase Agreement, by and
between Laurus Master Fund, LTD. and Naturade, Inc., dated
January 6, 2006 incorporated by reference to Exhibit 10.1 to
the Companys Current Report on Form 8-K filed on January 16,
2006.10.54
    
    Amended and Restated Secured Term Note in the amount of
$1,650,000, by and between Laurus Master Fund, LTD. and
Naturade, Inc., dated January 6, 2006 incorporated by
reference to Exhibit 10.2 to the Companys Current Report on
Form 8-K filed on January 16, 2006.10.55
    
    Amended and Restated Secured Revolving Note in the amount of
$3,000,000 by and between Laurus Master Fund, LTD. and
Naturade, Inc., dated January 6, 2006 incorporated by
reference to Exhibit 10.3 to the Companys Current Report on
Form 8-K filed on January 16, 2006.10.56
    
    Reaffirmation and Ratification Agreement and Amendment by and
between Laurus Master Fund, LTD. and Naturade, Inc., dated
January 6, 2006 incorporated by reference to Exhibit 10.4 to
the Companys Current Report on Form 8-K filed on January 16,
2006.10.57
    
    Amended and Restated Registration Rights Agreement, dated as
of January 6, 2006, by and between Naturade, Inc., and Laurus
Master Fund, LTD incorporated by reference to Exhibit 10.5 to
the Companys Current Report on Form 8-K filed on January 16,
2006.10.58
    
    Consulting Agreement, dated as of August 5, 2005, by and
between Naomi Balcombe and Naturade, Inc. incorporated by
reference to Exhibit 10.11 to the Companys Current Report on
Form 8-K filed on August 9, 2005,10.59
    
    Independent Contractor Proprietary Information and Inventions
Agreement, dated August 5, 2005, by and between Naturade, Inc.
and Naomi Balcombe incorporated by reference to Exhibit 10.12
to the Companys Current Report on Form 8-K filed on August 9,
2005,10.60
    
    Transition Agreement, entered into as of August 3, 2005, by
and between Naturade, Inc., Symco, Inc. and Symbiotics, Inc.
incorporated by reference to Exhibit 10.2 to the Companys
Current Report on Form 8-K filed on August 9, 2005,10.61
    
    Consulting Agreement, dated as of August 3, 2005, by and
between Douglas Wyatt and Naturade, Inc. Incorporated and
Symbiotics, Inc. incorporated by reference to Exhibit 10.3 to
the Companys Current Report on Form 8-K filed on August 9,
2005,10.62
    
    Independent Contractor Proprietary Information and Inventions
Agreement, dated August 3, 2005, by and between Naturade, Inc.
and Douglas Wyatt incorporated by reference to Exhibit 10.4 to
the Companys Current Report on Form 8-K filed on August 9,
2005,10.63
    
    Consulting Agreement, dated as of August 3, 2005, by and
between David Brown and Naturade, Inc. and Symbiotics, Inc.
incorporated by reference to Exhibit 10.5 to the Companys
Current Report on Form 8-K filed on August 9, 2005,10.64
    
    Independent Contractor Proprietary Information and Inventions
Agreement, dated August 3, 2005, by and between Naturade, Inc.
and David Brown and Symbiotics, Inc. incorporated by reference
to Exhibit 10.6 to the Companys Current Report on Form 8-K
filed on August 9, 2005,
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##### Table of Contents



ExhibitNumber
    
    Document10.65
    
    Common Stock Lock Up Agreement, dated August 3, 2005, by and
between Naturade, Inc. and Douglas Wyatt and Symbiotics, Inc.
incorporated by reference to Exhibit 10.5 to the Companys
Current Report on Form 8-K filed on August 9, 2005,10.66
    
    Common Stock Lock Up Agreement, dated August 3, 2005, by and
between Naturade, Inc. and David Brown and Symbiotics, Inc.
incorporated by reference to Exhibit 10.7 to the Companys
Current Report on Form 8-K filed on August 9, 2005,10.67
    
    Fourth Amendment to Loan Agreement, dated as of March 24,
2006, by and between Naturade, Inc. and Howard Shao
incorporated by reference to Exhibit 99.1 to the Companys
Current Report on Form 8-K filed on March 29, 2006.10.68*
    
    Second Amendment to Amended and Restated Employment Agreement,
dated as of March 24, 2006, by and between Naturade, Inc. and
Bill D. Stewart incorporated by reference to Exhibit 99.2 to
the Companys Current Report on Form 8-K filed on March 29,
2006.14.1
    
    Code of Financial Ethics incorporated by reference to Exhibit
14 to the Companys Annual Report on Form 10-K for the fiscal
year ended December 31, 2003**31.1
    
    Certification Pursuant to Rule 15d-14(a) of the Securities
Exchange Act of 1934, Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002**31.2
    
    Certification Pursuant to Rule 15d-14(a) of the Securities
Exchange Act of 1934, Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002**32
    
    Certification Pursuant to 18 U.S.C. 1350, Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Management contracts or compensatory plan or arrangement.**
    
    Filed herewith. 52