**U.
      S. SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-KSB**





[**X**]
            ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934


For
      the
      fiscal year ended **December
      31, 2004**





[
                ]
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                ACT OF
                1934


For
      the
      transition period from ___________ to _____________





**Commission
      File Number: 000-19644**





**ALPHA
      NUTRACEUTICALS, INC.**


(Name
      of
      small business issuer as specified in its charter)





**Nevada**
            **20-1778374**(State
                or other jurisdiction of
              incorporation
                or organization)
            (I.R.S.
                Employer
              Identification
                No.)**2038
                Corte Del Nogal, Suite 110**
              **Carlsbad,
                CA 92008**
              **________________________________________________________________________**
              (Address
                of principal executive offices, including zip
                code)




Registrant’s
      telephone number, including area
      code:  ( **888)
      772-1288 (U.S. only)**


Securities
      registered pursuant to Section 12(b) of the Act:  **None**


Securities
      registered pursuant to Section 12(g) of the Act:  **$.001
      par value common stock**


___________________


Check
      whether the issuer (1) filed all reports required to be filed by
      Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months
      (or for such shorter period that the registrant was required to file such
      reports), and (2) has been subject to such filing requirements for the past
      90 days.  Yes  No  **X**




Check
      if
      disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not
      contained in this form, and no disclosure will be contained, to the best of
      registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB. [ ]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes ____ No  **X**





The
      issuer’s revenues for the most recent fiscal year were $_____.





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates of the registrant was approximately $5,769,937 as of December
      31,
      2004 based upon the $.55 share price at which the common equity was
      sold.





As
      of
      December 31, 2004 there were 10,490,795 shares of our common stock were issued
      and outstanding.





Documents
      Incorporated by Reference: None.





Transitional
      Small Business Disclosure Format: No.





**PART
      I**





**Item
      1. Description of Business**





Alpha
      Nutraceuticals, Inc., a Nevada corporation, through its subsidiary, Let’s Talk
      Health, Inc., a California corporation, “LTH,” sells vitamins and nutritional
      supplements as well as other health related products. We entered into this
      business on January 1, 2004 as part of a Plan of Reorganization approved by
      the
      United States Bankruptcy Court for the Southern District of California.





**Company
      Background**





We
      were
      organized in 1988, under the name, “TJB Enterprises, Inc.” as a blind pool/blank
      check company formed for the purposes of seeking a merger with a private,
      operating company. On September 24, 1991, TJB Enterprises, Inc. consummated
      an
      Agreement and Plan of Reorganization whereby it acquired 100% of the outstanding
      stock of Gallery Rodeo of Beverly Hills, Inc., a California corporation, Gallery
      Rodeo of Lake Arrowhead, Inc., a California corporation, and Gallery Rodeo
      of
      Taos, Inc., a New Mexico corporation. Concurrent with this transaction, we
      changed our name to “Gallery Rodeo International, Inc.” We operated as a fine
      art retailer and publisher between 1991 and 1996, although we also acquired
      hotel and gaming properties. Effective May 9, 1996, we sold our art subsidiaries
      in order to concentrate on hotel, gaming and related businesses, and on
      September 20, 1996 we changed our name to “Sierra-Rockies
      Corporation.”





We
      subsequently lost our real estate holdings and in May 1998 filed a Voluntary
      Petition for a Chapter 11 Proceeding under the United States Bankruptcy Code
      in
      the United States Bankruptcy Court, Central District of California. We were
      unable to complete a Plan of Reorganization and eventually withdrew our
      Petition. We once again filed a Voluntary Petition for a Chapter 11 Proceeding
      in 2001, and once again withdrew the Petition after failing to complete a Plan
      of Reorganization. On January 2, 2003, we filed our third Voluntary Petition
      and
      on November 6, 2004 our Plan of Reorganization was approved by the Honorable
      James Meyer, Judge, United States Bankruptcy Court, Southern District of
      California.





The
      approved Plan of Reorganization provided that: our non-controlling shareholders
      that held shares prior to the reorganization would receive one new unit for
      every 100 old common shares of the company that they previously held. Each
      unit
      consisted of one common share, one “A” warrant to purchase one common share at
      an exercise price $2.50, and one “B” warrant to purchase one common share at an
      exercise price of $10.00. The “A” warrant will expire if unexercised on December
      31, 2004, and the “B” warrant will expire if unexercised on December 31, 2005.
      The total number of units issued to these former shareholders was 117,029
      units.





Our
      creditors were issued 570,001 units (a unit is defined above) in exchange for
      the dismissal of all of their claims against us.





The
      grant
      of additional units was ordered to former management (up to 76,000 units),
      to
      the bankruptcy attorney (up to 50,000 units), and to administrative lenders
      (up
      to 300,000 units). An additional 56,802 “A” warrants and 56,802 “B” warrants
      were issued to former control persons.





We
      were
      ordered to acquire the business of LTH by issuing 3,000,000 shares of common
      stock to the shareholders of LTH. This transaction was completed on January
      1,
      2004.





In
      order
      to better reflect our new business, on January 8, 2004, we changed our name
      from
      Sierra-Rockies Corporation to Alpha Nutraceuticals, Inc.





On
      or
      about October 8, 2004, we entered into a share exchange agreement with Tempo
      Laboratories, Inc. to acquire 100% of the issued and outstanding stock of Tempo
      in exchange for the issuance of 1,320,000 shares of our common stock to the
      Tempo shareholders. Shortly thereafter, the parties to the agreement became
      parties to a lawsuit entitled Mankosa v. Donsbach (CA Sup. Ct. Case No. GIC
      843131) concerning the terms of the agreement and various representations made
      by the parties. As of December 31, 2004 the lawsuit is pending.




On
      October 22, 2004, we formed a wholly owned Nevada subsidiary for the purpose
      of
      changing our domicile to the state of Nevada. On December 15, 2004, we merged
      with and into Alpha Nutraceuticals, Inc., a Nevada Corporation, changing our
      state of domicile to the state of Nevada. Our merger into Alpha Nutraceuticals,
      Inc. increased our authorized stock from 50,000,000 shares to 100,000,000
      shares.





**Business
      of the Issuer in 2003.**





We
      were
      inactive from 1998 through 2003. Our only activity in 2003 was the maintenance
      of our voluntary bankruptcy petition and negotiations with LTH resulting in
      the
      Plan of Reorganization which was, on November 6, 2003, approved by the United
      States Bankruptcy Court for the Southern District of California. Our current
      business, which we entered into on January 1, 2004, pursuant to the court
      approved Plan of Reorganization, is described below.





**Our
      Current Business**





Alpha
      Nutraceuticals, Inc. currently sells vitamins, nutritional supplements, and
      health related devices. The vitamins and supplements include both generic
      vitamins and special proprietary formulations. Products are currently sold
      directly to consumers who order them via the mail, telephone and internet.
      Alpha
      is seeking to grow by becoming a manufacturer as well as a sales company, and
      to
      sell through multiple distribution pipelines including retail stores and the
      offices of health care professionals, especially chiropractors and
      nutritionists. This strategy will be dependent upon our success in acquiring
      manufacturing, marketing and distribution companies currently engaged in various
      aspects of this industry.





**The
      Nutritional Supplement Industry**





Based
      on
      estimates in recent market reports, management believes that the U.S. retail
      market for vitamins, minerals and other supplements, including sports nutrition
      products and nutritionally enhanced foods and diet products, was approximately
      $50 billion in 2000. Of this total, supplement sales (including vitamins, herbs
      and minerals, also known as “VMS Products,” accounted for approximately $17
      billion. The VMS Products category grew significantly during the 1990’s due in
      part to widespread publicity surrounding the purported benefits of herbs such
      as
      echinacea, garlic, ginseng, gingko, saw palmetto and St. Johns’s
      Wort.





As
      the
“baby boomer” population ages and life expectancies and discretionary income
      increases, more emphasis is being placed on the quality of a person’s health and
      wellness. People want to live well as they live longer. The Consumer Health
      Care
      Products Association, the “CHPA,” presented evidence of the strength of the
      Self-Care Movement in a recent survey. Among the respondents: 73% would rather
      treat themselves at home then see a doctor, and 96% say they are generally
      confident about health care decisions they make for themselves.





Statistics
      on the graying of America and the enormous impact of the aging baby boomers
      abound. This will have a disproportionate effect on health care expenditure
      and
      even more so on nutritional supplement sales, because of the popularity of
      those
      products with older people. It is estimated that the population of those 65
      years and older will double to nearly 25% of the U.S. population by the year
      2030. Up to 85% of elderly people have diseases that


could
      be
      alleviated with nutritional interventions such as changes in dietary patterns
      or
      supplement use. Nutritional supplement use is prevalent among the elderly,
      ranging from 30% to more than 70%, depending on the population studied and
      the
      frequency of supplement use. A national survey just published by the National
      Nutritional Foods Association revealed that 65% of adults aged 50 or older
      say
      they consider nutritional supplements to be essential for people their age.
      In
      another study, 27% of household expenditures on Vitamins, Minerals and
      Supplements were by people aged over 60. Management therefore expects that
      over
      the long-term, nutritional supplement sales will grow at more than 5% per year,
      thus generating retail sales growth of $1 billion per year for the
      industry.





A
      related
      trend is the growth in use of Complementary and Alternative Medicine Services,
      “CAM.” A recent survey showed that 42% of Americans now routinely use CAM
      therapies. 80% of spending on CAM services is out-of-pocket, non-reimbursable
      dollars and consumers make almost twice as many visits to CAM practitioners
      as
      they do to primary care practitioners. A powerful recent trend has been the
      establishment of so-called Integrative Medicine practices, in which
      practitioners use both traditional and alternative methods. A central feature
      of
      CAM and Integrative Medicine is a search for alternatives to drug therapy and
      in
      many cases this leads practitioners to recommending and in some cases selling
      nutritional supplements. We believe this trend, which is driven by consumer
      demand will further reinforce the growth in sales of consumer health products
      such as nutritional supplements.





Not
      all
      product categories within nutritional supplements are of equal interest. While
      over 100 million Americans report taking a supplement regularly and up to 170
      million say they have taken a supplement at some time


in
      the
      last year, many are simply taking a multivitamin or a simple letter vitamin.
      While vitamin sales should not be overlooked, the real growth in the future
      is
      likely to be in products developed to address a particular health condition
      or
      to enhance performance. In 2000, when vitamin sales grew at only 1%, specialty
      supplements such as sports nutrition products grew at 12% and 10% respectively.
      Alpha Nutraceuticals is particularly focused upon specialty supplements, which
      require superior scientific research, but which also command the industry’s most
      attractive margins.





Vitamins
      and other nutritional supplements are sold primarily through seven channels
      of
      distribution: health food stores, drug stores, supermarkets and other grocery
      stores, discount stores, mail order, direct sales organizations, and CAM
      practitioners. Mass market retailers (drug stores, grocery stores and discount
      stores) account for approximately 40% of sales while health food stores, mail
      order, direct sales organizations, and health practitioners account for
      approximately 60% of sales.





**Our
      Business Strategy**





The
      domestic nutritional supplement industry is highly fragmented with a number
      of
      small competitors involved in manufacturing and marketing vitamins and other
      nutritional supplement products to health food retailers and distributors.
      Most
      of these companies are relatively small businesses operating on a local or
      regional basis. If we are able to acquire a manufacturing facility and several
      of these small local or regional firms, we will then have the foundation to
      aggressively expand sales. We believe that we are well positioned to participate
      in the consolidation of this market. We will target companies which management
      believes are undervalued and/or where current ownership is looking to retire.
      We
      hope to acquire a manufacturing facility which will not only produce our own
      vitamins and supplements but will manufacture private labeled products for
      third
      party distributors.





Future
      acquisitions could be financed by internally generated funds, institutional
      financing, public or private placement of our debt or equity securities, or
      a
      combination of these. There can, however, be no assurance


that
      we
      will be able to make acquisitions on favorable terms or provide adequate
      financing.





**Our
      Products**





We
      offer
      a total of 79 vitamin and nutritional supplement products. The best selling
      among these include:





Orachel





This
      encapsulated supplement is believed to be effective in reducing plaque in the
      arteries and increasing blood circulation.





Oxygen
      with Colloidal Silver





This
      liquid supplement is considered a highly efficient anti-microbial agent.
      Colloidal silver is made up of very fine particles of silver in perfect
      suspension. It disables the enzyme system of bacteria, fungi, and viruses
      without harming the human body. Stabilized oxygen is a patented hydrogen
      peroxide formula used to create better oxygen carrying capacity in hemoglobin
      and also fight bacteria, fungi, and viruses in the blood stream.





Prosta-Plex





This
      encapsulated mixture of Saw Palmetto and other herbs is used to relieve benign
      prostatic hypertrophy (BPH or enlarged prostate), a common condition in men
      over
      fifty.





Prosta-Sol





This
      encapsulated formula is used to reduce Prostate-Specific Antigen (PSA) levels
      in
      men with levels above 4.0. LTH currently offers, and the Reorganized Debtor
      expects to continue to offer, a money back guarantee that use of this product
      will reduce PSA levels within three months. Proposed management also plans
      to
      undertake double blind, clinical studies on this product and publish the
      results.





Agua
      Vitae





This
      liquid supplement is a complete formula of mega-vitamins, minerals, herbs,
      amino
      acids, enzymes, and plant-derived colloidal trace minerals.





Energizer
      Drink





This
      liquid supplement is a mixture of vitamins and minerals with L-Carnitine, a
      catalyst for energy production at the cellular level.





In
      addition, we currently sell 73 other nutritional supplements. Included among
      these are: Acidophilus, allergy supplements, B- 12/Folic Acid, various calcium
      formulations, colloidal minerals, CoQ-10, DHEA, protein powders, Echinacea,
      various enzyme formulations, Flaxseed/MCT Oil, Ginseng, Grapeseed Extract,
      Ginkgo Biloba, L-Tyrosine, L-Lysine, Melatonin, food grade Hydrogen Peroxide,
      Pantothenic Acid, Silymarin, Vitamins A, C, and E, and Wheat Germ. Nutritional
      supplement sales currently account for approximately 79% of total
      sales.





We
      also
      sell a variety of health related devices including: Water Filters and Purifiers;
      Infrared Heat Devices; Magnetic Pads, Bands, and Shoe Inserts; Ozone Generators;
      and Hyperbaric Oxygen Chambers. These sales currently account for approximately
      21% of sales.





**Product
      Risks**





Although
      many of the ingredients in our products are vitamins, minerals, herbs and other
      substances which have a long history of human consumption, there can be no
      assurance that consumers will not have an adverse reaction to any of these
      products.





We
      have
      not conducted extensive scientific research of our products with human subjects.
      It is possible that use of our products may cause undesirable side effects.
      If
      one of our present or future products is found to have adverse side effects,
      it
      could seriously impact our business. Management believes that it can limit
      the
      potential impact of a product liability suit by diversifying the product line.
      We would also like to obtain and carry product liability insurance, although
      no
      such insurance is in place at this time. However, even with insurance coverage,
      if we were to be found liable in a product liability suit, the outcome could
      have a serious adverse affect on operations.





**Principal
      Markets**





Products
      are currently sold directly to consumers throughout the United States who order
      them via the mail, telephone and internet. If we are successful in acquiring
      a
      manufacturer of nutritional supplements it will seek to enter the private label
      manufacturing business, making supplements for and selling them to other
      retailers.





**Major
      Customers**





Because
      the Company sells its products primarily to individual end users, no single
      customer accounts for a significant percentage of sales. Should we begin
      manufacturing and selling supplements on a wholesale basis to competitors this
      situation could change.





**Manufacturing**





We
      recently announced our intent to acquire Tempo Laboratories, Inc., a California
      corporation, “Tempo,” a manufacturer of vitamins and nutritional supplements.
      The acquisition has not yet been completed and there can be no assurance that
      it
      will be completed. If we are successful in completing this acquisition it will
      be an important first step in our growth plans. Tempo is a small manufacturer,
      but has sufficient capacity to meet our current needs and to support growth
      to 4
      or 5 times our current size. If we are not able to complete the acquisition
      of
      Tempo, we will continue its search for a manufacturer because we believe that
      the acquisition of a manufacturing facility will be an important key to business
      growth and increased profitability. Until such time as we can manufacture our
      own products, we will continue to use third party manufacturers. Management
      believes that there are well over one hundred (100) manufacturers in the U.S.
      that could manufacture our products.





**Competition**





We
      compete with other distributors of vitamins, minerals, herbs, and other
      nutritional supplements. The nutritional supplement industry is highly
      fragmented and competition for the sale of nutritional supplements and other
      health care products comes from many sources. These products are sold primarily
      through mass market retailers (drug store chains, supermarkets, and large chain
      discount retailers), health and natural food stores, direct sales channels
      (mail
      order, network marketing and internet distribution companies), and CAM
      practitioners.





Management
      believes competition in this industry is based on, among other things,
      reputation, price, delivery, product quality and safety, innovation, and
      customer service. Management believes that we compete favorably with other
      companies because of our staff, our comprehensive approach to customer service,
      and our commitment to innovation and quality. Our future position in the
      industry will likely depend on, but not be limited to, the
      following:





•
the
      continued acceptance of our products by our customers and
      consumers;





•
our
      ability to continue to develop high quality, innovative products;





•
our
      ability to attract and retain qualified personnel;





•
the
      effect of any future governmental regulations on our products and
      business;





•
the
      results of, and publicity from, product safety and performance studies performed
      by governments and other research institutions;





•
the
      continued growth of the global nutrition industry; and





•
our
      ability to react to changes within the industry and consumer demand, financially
      and otherwise.





The
      nutritional supplement industry is highly competitive and we expect the level
      of
      competition to remain high over the near term. We do not believe it is possible
      to accurately estimate the number or size of our competitors. The industry
      has
      undergone consolidation in the recent past and we expect that trend to continue
      in the near term.





**Government
      Regulation**





Our
      business is subject to varying degrees of regulation by a number of government
      authorities in the United States, including the United States Food and Drug
      Administration (FDA), the Federal Trade Commission (FTC), and the Consumer
      Product Safety Commission. We will be subject to additional agencies and
      regulations if it enters the manufacturing business. Various agencies of the
      state and localities in which we operate and in which our products are sold
      also
      regulate our business, such as the California Department of Health Services,
      Food and Drug Branch. The areas of our business that these and other authorities
      regulate include, among others:





•
product
      claims and advertising;





•
product
      labels;





•
product
      ingredients; and





•
how
      we
      package, distribute, import, export, sell and store our products.





The
      FDA,
      in particular, regulates the formulation, manufacturing, packaging, storage,
      labeling, promotion, distribution and sale of vitamins and other nutritional
      supplements in the United States, while the FTC regulates marketing and
      advertising claims. The FDA issued a final rule called “Statements Made for
      Dietary Supplements Concerning the Effect of the Product on the Structure or
      Function of the Body,” which includes regulations requiring companies, their
      suppliers and manufacturers to meet Good Manufacturing Practices in the
      preparation, packaging, storage and shipment of their products. Management
      is
      committed to meeting or exceeding the


standards
      set by the FDA.





The
      FDA
      has also issued regulations governing the labeling and marketing of dietary
      and
      nutritional supplement products. They include:





•
the
      identification of dietary or nutritional supplements and their nutrition and
      ingredient labeling;





•
      requirements related to the wording used for claims about nutrients, health
      claims, and statements of nutritional support;





•
      labeling requirements for dietary or nutritional supplements for which “high
      potency” and “antioxidant” claims are made;





•
      notification procedures for statements on dietary and nutritional supplements;
      and





•
      pre-market notification procedures for new dietary ingredients in nutritional
      supplements.





The
      Dietary Supplement Health and Education Act of 1994 (DSHEA) revised the
      provisions of the Federal Food, Drug and Cosmetic Act concerning the composition
      and labeling of dietary supplements and defined dietary supplements to include
      vitamins, minerals, herbs, amino acids and other dietary substances used to
      supplement diets. DSHEA generally provides a regulatory framework to help ensure
      safe, quality dietary supplements and the dissemination of accurate information
      about such products. Under DSHEA, companies must provide evidence that a dietary
      supplement is reasonably safe. The FDA is generally prohibited from regulating
      active ingredients in dietary


supplements
      as drugs unless product claims, such as claims that a product may heal,
      mitigate, cure or prevent an illness, disease or malady, trigger drug
      status.





We
      are
      also subject to a variety of other regulations in the United States, including
      those relating to taxes, labor and employment, import and export, and
      intellectual property.





**Intellectual
      Property**





We
      intend
      to protect our proprietary formulations by maintaining them as trade secrets.
      Management believes this to be more effective than patents which reveal
      formulations to the world while providing little protection against slight
      variations in those formulations. We maintain confidentiality agreements
      regarding these trade secrets with certain employees and other parties. Although
      we regard trade secrets as important, we do not view them as essential to our
      success.





**Employees**





As
      of
      December, 2004, we employed 9 full-time employees, 2 of whom held executive
      management positions. Of the remaining full-time employees, 4 were employed
      in
      sales and marketing, and 3 in shipping and receiving.





We
      have
      not entered into a collective bargaining agreement with any union.  We have
      not experienced any work stoppages and consider the relations with the
      individuals working for us to be good.





**Item
      1A. Risk Factors and Cautionary Statement Regarding Forward-Looking
      Information**





**RISK
      FACTORS**





You
      should carefully consider the risks described below, as well as the other
      information in this report, when evaluating our business and future prospects.
      Should any of the following risks actually occur, our business, financial
      condition and results of operations could be seriously harmed. In that event,
      the market price of our common stock could decline and investors could lose
      all
      or a portion of the value of their investment in our common


stock.





**Our
      operating results will vary and there is no guarantee that we will earn a
      profit. Fluctuations in our operating results may adversely affect the share
      price of our common stock.**





We
      have
      experienced losses in the past and may incur losses in the future. Our operating
      results may fluctuate from year to year due to any of numerous factors described
      in this report. At times, these fluctuations may be significant. Fluctuations
      in
      our operating results may adversely affect the share price of our common
      stock.





**A
      significant or prolonged economic downturn could have a material adverse effect
      on our results of operations.**





Our
      sales
      are effected by the level of consumer demand for our products. A significant
      or
      prolonged economic downturn may adversely affect the disposable income of many
      consumers and may lower demand for the products we produce. A decline in
      consumer demand due to economic conditions could have a material adverse effect
      on our revenues and profit margins.





**Our
      industry is highly competitive and we may be unable to compete effectively.
      Increased competition could adversely affect our financial
      condition.**





The
      market for our products is highly competitive. Many of our competitors are
      substantially larger and have greater financial resources and broader name
      recognition than we do. Our larger competitors may be able to devote greater
      resources to research and development, marketing and other activities that
      could
      provide them with a competitive advantage. Our market has relatively low entry
      barriers and is highly sensitive to the introduction of new products that may
      rapidly capture a significant market share. Increased competition could result
      in price reductions, reduced gross profit margins, or loss of market share,
      any
      of which could have a material adverse effect on our financial condition and
      results of operations. There can be no assurance that we will be able to compete
      in this intensely competitive environment.





**We
      may not be able to raise additional capital or obtain additional financing
      if
      needed.**





Our
      cash
      from operations may not be sufficient to meet our working capital needs and/or
      to implement our business strategies. We do not currently have a line of credit
      or similar financing in place, and there can be no assurance that debt financing
      can be obtained if needed. In recent years, it has been difficult for companies
      to raise equity capital due to a variety of factors including the overall poor
      performance of the stock markets and the economic slowdown in the United States
      and other countries. Thus, there is no assurance we would be able to raise
      additional capital if needed. To the extent we do raise additional capital,
      the
      ownership position of existing shareholders could be diluted. Similarly, there
      can be no assurance that additional financing will be available if needed or
      that it will be available on favorable terms. Our inability to raise additional
      capital or to obtain additional financing if needed would negatively affect
      our
      ability to implement our business strategies and meet our goals. This, in turn,
      would adversely affect our financial condition and results of
      operations.




**The
      failure of our suppliers to supply products in sufficient quantities, at a
      favorable price, and in a timely fashion could adversely affect the results
      of
      our operations.**





We
      buy
      our products, vitamins, nutritional supplements, and health care devices, from
      a
      limited number of suppliers. The loss of a major supplier could adversely affect
      our business operations. Although we believe that we could establish alternate
      sources for our products, any delay in locating and establishing relationships
      with other sources could result in product shortages and back orders for our
      products, with a resulting loss of sales and customers. In certain situations
      we
      may be required to alter our products or to substitute different materials
      from
      alternative sources.





**A
      shortage of raw materials or an unexpected interruption of supply could also
      result in higher prices for products using those materials.**





Although
      we may be able to raise our prices in response to significant increases in
      the
      cost of raw materials, we may not be able to raise prices sufficiently or
      quickly enough to offset the negative effects of the cost increases on our
      results of operations. Further, there can be no assurance that suppliers will
      provide the products needed by us in the quantities requested or at a price
      we
      are willing to pay. Because we do not control the manufacture of these products,
      we are also subject to delays caused by conditions outside of our control,
      including weather, transportation interruptions, strikes by supplier employees,
      and natural disasters or other catastrophic events.





**Our
      business is subject to the effects of adverse publicity, which could negatively
      affect our sales and revenues.**





Our
      business can be affected by adverse publicity or negative public perception
      about our industry, our competitors, or our business generally. This adverse
      publicity may include publicity about the nutritional supplements industry
      generally, the safety and quality of nutritional supplements or their
      ingredients in general, or our products or ingredients specifically. It may
      also
      include publicity regarding regulatory investigations, regardless of whether
      these investigations involve us or the business practices or products of our
      competitors. There can be no assurance that we will be able to avoid any adverse
      publicity or negative public perception in the future. Any adverse publicity
      or
      negative public perception will likely have a material adverse effect on our
      business, financial condition, and results of operations. Our business,
      financial condition, and results of operations also could be adversely affected
      if any of our products or any similar products distributed by other companies
      are alleged to be or are proved to be harmful to consumers or to have
      unanticipated health consequences.





**We
      could be exposed to product liability claims or other litigation, which may
      be
      costly and could materially and adversely affect our
      operations.**





We
      could
      face financial liability due to product liability claims if the use of our
      products results in significant loss or injury. Additionally, the sale of our
      products involves the risk of injury to consumers from tampering by unauthorized
      third parties or product contamination. We could be exposed to future product
      liability claims that, among others: our products contain contaminants; we
      provide consumers with inadequate instructions about product use; or we provide
      inadequate warning about side effects or interactions of our products with
      other
      substances.





**We
      do not have product liability insurance coverage.**





The
      cost
      of product liability this coverage has increased dramatically in recent years,
      while the availability of adequate insurance coverage has decreased. We
      currently do not have product liability coverage and there can be no assurance
      that product liability insurance will be available at an economically reasonable
      cost or that we will be able to obtain such insurance, or adequate insurance,
      at
      all. Additionally, it is possible that one or more of our insurers could exclude
      from our coverage certain ingredients used in our products. In such event,
      we
      may have to stop using those ingredients or stop offering those products. A
      substantial increase in our product liability risk or the loss of product lines
      could have a material adverse effect on our results of operations and financial
      condition.





**We
      are subject to political and economic risks.**





As
      we
      expand into markets outside the United States our business will become
      increasingly subject to political and economic risks in those markets. Our
      future growth may depend, in part, on our ability to expand into markets outside
      the United States. There can be no assurance that we will be able to expand
      our
      presence in markets outside the United States, enter new markets on a timely
      basis, or that new markets outside the United States will be profitable. There
      are significant regulatory and legal barriers in markets outside the United
      States that we must overcome. We will be subject to the burden of complying
      with
      a wide variety of national and local laws, including multiple and possibly
      overlapping and conflicting laws. We also may experience difficulties adapting
      to new cultures, business customs and legal systems. Our sales and operations
      outside the United States will be subject to political, economic and social
      uncertainties including, among others:





•
changes
      and limits in import and export controls;





•
      increases in custom duties and tariffs;





•
changes
      in government regulations and laws;





•
      coordination of geographically separated locations;





•
changes
      in currency exchange rates;





•
      economic and political instability; and





•currency
      transfer and other restrictions and regulations that may limit our ability
      to
      sell certain products or  repatriate profits to the United States.





Any
      changes related to these and other factors could adversely affect our business,
      profitability and growth prospects.





**Our
      products are subject to extensive government regulation, which could limit
      or
      prevent the sale of our products in some markets and could increase our
      costs.**




The
      packaging, labeling, advertising, promotion, distribution, and sale of our
      products are subject to regulation by numerous national and local governmental
      agencies in the United States and in other countries. Failure to comply with
      FDA
      regulations may result in, among other things, injunctions, product withdrawals,
      recalls, product seizures, fines, and criminal prosecutions. Any action of
      this
      type by the FDA could materially adversely affect our ability to successfully
      market our products. In addition, if the FTC has reason to believe the law
      is
      being violated (for example, if it believes we do not possess adequate
      substantiation for product claims), it can initiate an enforcement action.
      FTC
      enforcement could result in orders requiring, among other things, limits on
      advertising, consumer redress, divestiture of assets, rescission of contracts,
      and such other relief as may be deemed necessary. Violation of these orders
      could result in substantial financial or other penalties. Any action by the
      FTC
      could materially adversely affect our ability to successfully market our
      products.





**In
      markets outside the United States, before commencing operations or marketing
      our
      products, we may be required to obtain approvals, licenses, or certifications
      from a country’s ministry of health or comparable agency.**





Before
      commencing operations or marketing our products, we may be required to obtain
      approvals, licenses, or certifications from a country’s ministry of health or
      comparable agency. Approvals or licensing may be conditioned on reformulation
      of
      products or may be unavailable with respect to certain products or product
      ingredients. We must also comply with product labeling and packaging regulations
      that vary from country to country. Furthermore, the regulations of these
      countries may conflict with those in the United States and with each other.
      The
      cost of complying with these various and potentially conflicting regulations
      can
      be substantial and can adversely affect our results of operations. We cannot
      predict the nature of any future laws, regulations, interpretations, or
      applications, nor can we determine what effect additional governmental
      regulations or administrative orders, when and if adopted, would have on our
      business. They could include requirements for the reformulation of certain
      products to meet new standards, the recall or discontinuance of certain
      products, additional record keeping, expanded or different labeling, and
      additional scientific substantiation. Any or all of these requirements could
      have a material adverse effect on our operations.





**If
      we are unable to attract and retain qualified management personnel, our business
      will suffer.**





Our
      management personnel are primarily responsible for our day-to-day operations.
      We
      believe our success depends largely on our ability to attract, maintain and
      motivate highly qualified management personnel. Competition for qualified
      individuals can be intense, and we may not be able to hire additional qualified
      personnel in a timely manner and on reasonable terms. Our inability to retain
      a
      skilled professional management team could adversely affect our ability to
      successfully execute our business strategy and achieve our goals.





**We
      will face additional risks if we are able to acquire or develop a manufacturing
      capability.**





If
      we
      begin to manufacture our own vitamins and nutritional supplements we will be
      dependent on the uninterrupted and efficient operation of our manufacturing
      facility. Manufacturing operations are subject to power failures, the breakdown,
      failure or substandard performance of equipment, the improper installation
      or
      operation of equipment, natural or other disasters, and the need to comply
      with
      the requirements or directives of governmental agencies, including the FDA.
      There can be no assurance that the occurrence of these or any other operational
      problems would not have a material adverse effect on our business, financial
      condition and results of operations. Furthermore, there can be no assurance
      that
      we would be able to obtain insurance to cover these and all other risks
      associated with manufacturing at a reasonable cost or, if obtained, that it
      will
      be adequate to cover any losses that we may incur from an interruption in our
      manufacturing operations.





**We
      may be unable to protect our intellectual property rights or may inadvertently
      infringe on the intellectual property rights of others.**





We
      possess and may possess in the future, certain proprietary trade secrets and
      similar intellectual property. There can be no assurance that we will be able
      to
      protect our intellectual property adequately. In addition, the laws of certain
      foreign countries may not protect our intellectual property rights to the same
      extent as the laws of the United States. Litigation in the United States or
      abroad may be necessary to enforce our intellectual property rights, to
      determine the validity and scope of the proprietary rights of others or to
      defend against claims of infringement. This litigation, even if successful,
      could result in substantial costs and diversion of resources and could have
      a
      material adverse effect on our business, results of operation and financial
      condition. If any such claims are asserted against us, we may seek to obtain
      a
      license under the third party’s intellectual property rights. There can be no
      assurance, however, that a license would be available on terms acceptable or
      favorable to us, if at all.





**The
      majority of our common stock is held by our founders.**





Our
      co-founder and chief scientific advisor and our co-founder and President
      collectively own a majority of our common stock, giving them influence over
      corporate transactions and other matters and greatly limiting the influence
      of
      other shareholders on important policy and management issues. As a result,
      these
      individuals can control such business matters as the election of directors
      and
      approval of significant corporate transactions. There can be no assurance that
      conflicts of interest will not arise with respect to these individuals or that
      conflicts will be resolved in a manner favorable to the interests of our other
      shareholders.





**Our
      stock price could fluctuate significantly.**





Our
      stock
      price has changed radically in the past four months. This is largely the result
      of moving from bankruptcy to the acquisition of a viable business. In the future
      we expect that the trading price of our stock could be subject to fluctuations
      in response to:





•
broad
      market fluctuations and general economic conditions;





•
      fluctuations in our financial results;





•
future
      offerings of our common stock or other securities or the exercise of
      warrants;





•
the
      general condition of the nutritional supplement industry;





•
      increased competition;





•
      regulatory action;





•
adverse
      publicity; and





•
product
      and other public announcements.





The
      stock
      market has historically experienced significant price and volume fluctuations.
      There can be no assurance that an active market in our stock will develop,
      and
      if it develops there can be no assurance that the price of our common stock
      will
      not decline.





**Cautionary
      Statement Concerning**





**Forward-Looking
      Statements**





Some
      of
      the statements in this annual report are forward looking statements, which
      are
      subject to risks and uncertainties. These risks and uncertainties could cause
      actual results to differ materially from those expressed in forward-looking
      statements. We base these forward-looking statements on our expectations and
      projections about future events, which we derive from the information currently
      available to us. Such forward-looking statements relate to future events or
      our
      future performance. Forward-looking statements are only predictions. The
      forward-looking events discussed in this annual report, the documents to which
      we refer you and other statements made from time to time by us or our
      representatives, may not occur, and actual events and results may differ
      materially and are subject to risks, uncertainties and assumptions about us.
      For
      these statements, we claim the protection of the “bespeaks caution” doctrine.
      The forward-looking statements speak only as of the date hereof, and we
      expressly disclaim any obligation to publicly release the results of any
      revisions to these forward-looking statements to reflect events or circumstances
      after the date of this filing.





**Item
      2. Description of Property**





We
      currently operate under two lease agreements. The base rent for Let’s Talk
      Health, Inc. located at 3441 Main Street, Chula Vista, CA is $6,589.50 per
      month. The lease ends in August 2009. The base rent for Avidia Nutuition located
      in Chatsworth, CA is $5,940 per month. The Avidia Nutuition lease ends in
      January 2006.





**Item
      3. Legal Proceedings**





On
      January 2, 2003 we filed a Voluntary Petition for Bankruptcy under Chapter
      11 of
      the United States Bankruptcy Code as case number 03-00039-JM. On November 6,
      2004 our Plan of Reorganization was approved by the Honorable James Meyers,
      Judge, United States Bankruptcy Court, Southern District of California. The
      Plan
      became effective on November 30, 2003 and the acquisition of LTH as required
      under the Plan was completed on January 1, 2004. Details of this Plan were
      reported on our Current Report on Form 8-K filed with the SEC on January 16,
      2004.





On
      or
      about October 8, 2004, we entered into a share exchange agreement with Tempo
      Laboratories, Inc. to acquire 100% of the issued and outstanding stock of Tempo
      in exchange for the issuance of 1,320,000 shares of our common stock to the
      Tempo shareholders. Shortly thereafter, the parties to the agreement became
      parties to a lawsuit entitled Mankosa v. Donsbach (CA Sup. Ct. Case No. GIC
      843131) concerning the terms of the agreement and various representations made
      by the parties. As of the date of this Report, the lawsuit is
      pending.





**Item
      4. Submission of Matters to a Vote of Security Holders**





On
      January 8, 2004, our board recommended, and our shareholders approved the
      changing of our name to Alpha Nutraceuticals, Inc.





On
      October 22, 2004, our board recommended, and our shareholders approved, our
      merger with and into Alpha Nutraceuticals, Inc., a Nevada corporation changing
      our domicile to the state of Nevada.





**PART
      II**





**Item
      5. Market for Common Equity and Related Stockholder
      Matters.**




Our
      common stock trades on the Pink Sheets under the symbol “APNA.” The following
      table shows the high and low bid prices for our common stock for each quarter
      since January 1, 2003 as reported by the OTC Bulletin Board. We consider our
      stock to be “thinly traded” and any reported sale prices may not be a true
      market-based valuation of the stock. Some of the bid quotations from the OTC
      Pink Sheets set forth below may reflect inter-dealer prices, without retail
      mark-up, mark-down or commission and may not represent actual transactions.





**January
                1, 2004 to December 31, 2004 (Pink Sheets)****High Bid**
            **Low Bid**First
                Quarter
            
            .55
            .55Second
                Quarter
            
            .55
            .55Third
                Quarter
            
            .55
            .55Fourth
                Quarter
            
            .55
            .55**January
                1, 2003 to December 31, 2004 (Pink Sheets)****High Bid**
            **Low Bid**First
                Quarter
            
            .001
            .001Second
                Quarter
            
            .001
            .001Third
                Quarter
            
            .001
            .001Fourth
                Quarter
            
            .04
            .001








As
      of
      December 31, 2004, there were approximately 553 record holders of our common
      stock.





We
      have
      not paid any cash dividends since our inception and do not contemplate paying
      dividends in the foreseeable future. It is anticipated that earnings, if any,
      will be retained to retire debt and for the operation of the
      business.





Shares
      eligible for future sale could depress the price of our common stock, thus
      lowering the value of a buyer’s investment. Sales of substantial amounts of
      common stock, or the perception that such sales could occur, could adversely
      affect prevailing market prices for shares of our common stock.





Our
      revenues and operating results may fluctuate significantly from quarter to
      quarter, which can lead to significant volatility in the price and volume of
      our
      stock. In addition, stock markets have experienced extreme price and volume
      volatility in recent years. This volatility has had a substantial effect on
      the
      market prices of securities of many smaller public companies for reasons
      unrelated or disproportionate to the operating performance of the specific
      companies. These broad market fluctuations may adversely affect the market
      price
      of our common stock.





**Securities
      authorized for issuance under equity compensation plans**





We
      do not
      have any equity compensation plans approved or not approved by our security
      holders.




**(a)**
            
            **(b)**
            
            **(c)****Plan
                Category**
            
            **Number
                of securities to be issued upon exercise of outstanding options,
                warrants
                and rights**
            
            **Weighted-average
                exercise price of outstanding options, warrants and
                rights**
            
            **Number
                of securities remaining available for future issuance under equity
                compensation plans (excluding securities reflected in column
                (a))**Equity
                compensation plans approved by security holders (1)
            
            -0-
            
            n/a
            
            -0-Equity
                compensation plans not approved by security holders (2)
            
            -0-
            
            n/a
            
            -0-Total
            
            0
            
            n/a
            
            -0-





(1)  We
      do not
      have any equity compensation plans approved by the security
      holders.





(2)  We
      do not
      have any equity compensation plans not approved by the security
      holders.





**Item
      6. Management’s Discussion and Analysis or Plan of
      Operation**





The
      following discussion and analysis should be read in conjunction with our audited
      consolidated financial statements and related notes included in this report.
      The
      statements contained in this report that are not historic in nature,
      particularly those that utilize terminology such as “may,” “will,” “should,”
“expects,” “anticipates,” “estimates,” “believes,” or “plans” or comparable
      terminology are forward-looking statements based on current expectations and
      assumptions.





Various
      risks and uncertainties could cause actual results to differ materially from
      those expressed in forward-looking statements. Factors that could cause actual
      results to differ from expectations include, but are not limited to, those
      set
      forth under the section “Risk Factors” set forth in this report.





The
      forward-looking events discussed in this prospectus, the documents to which
      we
      refer you and other statements made from time to time by us or our
      representatives, may not occur, and actual events and results may differ
      materially and are subject to risks, uncertainties and assumptions about us.
      For
      these statements, we claim the protection of the “bespeaks caution” doctrine.
      All forward-looking statements in this document are based on information
      currently available to us as of the date of this report, and we assume no
      obligation to update any forward-looking statements. Forward-looking statements
      involve known and unknown risks, uncertainties and other factors that may cause
      the actual results to differ materially from any future results, performance
      or
      achievements expressed or implied by such forward-looking
      statements.





**Background**





We
      were
      inactive from 1998 through 2003. Our only activity in 2003 was the maintenance
      of our voluntary bankruptcy petition and negotiations with LTH resulting in
      the
      Plan of Reorganization which was, on November 6, 2003, approved by the United
      States Bankruptcy Court for the Southern District of California. Our current
      business, which we entered into on January 1, 2004, pursuant to the court
      approved Plan of Reorganization, is described below.





**Our
      Current Business**





Alpha
      Nutraceuticals, Inc. currently sells vitamins, nutritional supplements, and
      health related devices. The vitamins and supplements include both generic
      vitamins and special, proprietary formulations. Products are currently sold
      directly to consumers who order them via the mail, telephone and internet.
      Alpha
      is seeking to grow by becoming a manufacturing as well as a sales company,
      and
      to sell through multiple distribution pipelines including retail stores and
      the
      offices of health care professionals, especially chiropractors and
      nutritionists. This strategy will be dependent upon our success in acquiring
      manufacturing, marketing and distribution companies currently engaged in various
      aspects of this industry.





**Operating
      Companies**





We
      currently operate through our two wholly owned subsidiaries: Let’s Talk Health,
      Inc. is in the business of retailing vitamins and nutritional supplements.
      Avidia Nutrition is in the business of manufacturing and selling vitamins and
      nutritional supplements. Alpha Nutraceuticals, Inc. is the holding company
      for
      both subsidiaries.





**Overview**





We
      began
      operating as of January 1, 2004. Since inception our primary activities have
      consisted of:





-
      developing the business model;





-
      developing strategic relationships;





-
      recruiting and training employees; and





-
      developing our brand name.





We
      have
      also focused on acquiring new customers, building sales momentum, promoting
      our
      brand, and building the infrastructure of the business.





We
      have a
      limited operating history on which to base an evaluation of our business and
      prospects. Our prospects must be considered in light of the risks, expenses
      and
      difficulties encountered by companies in the early stages of development,
      particularly companies in new and rapidly evolving markets such as online
      commerce. In view of these factors, we believe that period-to-period comparisons
      of our operating results should not be relied upon as an indication of future
      performance.





Since
      we
      started our business as of January 1, 2004, we have incurred net losses of
      $101,834. We believe that net losses will continue for the foreseeable
      future.





**Results
      of Operations.**





Net
      Sales. Net sales consist of product sales net of allowances for product returns.
      Revenues are recognized when the related product is shipped.





The
      level
      of our sales depends on many factors, including:





-
      the
      number of customers that we are able to attract;





-
      the
      frequency of customers' purchases;





-
      the
      quantity and mix of products that customers purchase;





-
      the
      price that we charge for our products; and





-
      the
      level of customer returns that we experience.





Net
      sales
      for 2004 totaled $3,448,558.





Cost
      of
      Goods Sold. Cost of goods sold consists primarily of the costs of products
      sold
      to customers. In the future, we may expand or increase the discounts we offer
      to
      our customers and may otherwise alter our pricing structures and policies.
      These
      changes would negatively reduce our gross margins. In addition to pricing
      strategy, our gross margins will fluctuate based on other factors,
      including:





-
      the
      cost of our products, including the extent of purchase volume discounts we
      are
      able to obtain from our suppliers;





-
      promotions or special offers that we offer to attract new customers;
      and





-
      the mix
      of products within each brand category that our customers purchase.





Cost
      of
      goods sold for 2004 was $1,684,291.





**Liquidity
      and Capital Resources**





As
      of
      December 31, 2004, we have approximately $263,887 cash on hand and accounts
      receivable of $497,911. Given our current commitments and working capital,
      we
      believe that we can support our operations for the next 12 months.





Although
      we believe that we are able to operate without additional financing, in order
      to
      expand operations, we may continue to seek additional capital over the next
      12
      months from the sale of our securities. The amount and timing of our future
      capital requirements will depend upon many factors, including the level of
      funding received by us, anticipated private placements of our common stock,
      the
      level of funding obtained through other financing sources, and the timing of
      such funding. In the event we are unable to raise additional capital, we will
      be
      unable to expand operations as desired.





We
      intend
      to retain any future earnings to retire any existing debt, finance the expansion
      of our business and any necessary capital expenditures, and for general
      corporate purposes.





As
      of
      December 31, 2004, we had total liabilities of $860,841 including total current
      liabilities of $732,622 and total long term liabilities of
      $128,219.




**Recent
      Accounting Pronouncements.**





In
      November 2004, the Financial Accounting Standards Board (FASB) issued SFAS
      151,
      Inventory Costs - an amendment of ARB No. 43, Chapter 4. This Statement amends
      the guidance in ARB No 43, Chapter 4, “Inventory Pricing,” to clarify the
      accounting of abnormal amounts of idle facility expense, freight, handling
      costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4,
      previously stated that “...under some circumstances, items such as idle facility
      expenses, excessive spoilage, double freight, and rehandling costs may be so
      abnormal as to require treatment as current period changes...” This Statement
      requires that those items be recognized as current-period charges regardless
      of
      whether they meet the criterion of “so abnormal.” In addition, this Statement
      requires that allocation of fixed production overheads to the costs of
      conversion be based on the normal capacity of the production facilities. This
      Statement is effective for inventory costs incurred during fiscal year beginning
      after June 15, 2005. Management does not believe that the adoption of this
      Statement will have any immediate material impact upon the company.





In
      December 2004, the FASB issued SFAS No. 152, “Accounting for Real Estate
      Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67”
(“SFAS 152”) The amendments made by Statement 152 amends FASB Statement No. 66,
      Accounting for Sales of Real Estate, to reference the financial accounting
      and
      reporting guidance for real estate time-sharing transactions that is provide
      in
      AICPA Statement of Position (SOP”) 04-2, Accounting No. 67, Accounting for Costs
      of Initial Rental Operation of Real Estate Projects, to state that the guidance
      for (a) incidental operations and (b) costs incurred to sell real estate
      projects does not apply to real estate time-sharing transactions. The accounting
      for those operations and costs is subject to the guidance in SOP 04-2. This
      Statement is effective for financial statement for fiscal year beginning after
      June 15, 2005, with earlier application encouraged. Management does not
      anticipate that the implementation of this standard will have a material impact
      on its financial position, results of operations or cash flows.





On
      December 16, 2004, the FASB, published Statement of Financial Accounting
      Standards No. 123 (Revised 2004), Shared-Based Payment (“SFAS 123R”). SFAS 123R
      requires that compensation costs related to share-based payment transactions
      be
      recognized in the financial statements. Share-based payment transactions with
      the scope of SFAS 123R include stock options, restricted stock plans,
      performance-based awards, stock appreciation rights, and employees share
      purchase plans. The provisions of SFAS 123R are effective as of the first
      interim period that begins after June 15, 2005. Accordingly, we will implement
      the revised standard in the third quarter of fiscal year 2005. Currently, we
      account for our share-based payment transactions under the provisions of APB
      25,
      which does not necessarily require the recognition of compensation cost in
      the
      financial statements. Management is assessing the implications of this revised
      standard, which may materially impact our results of operations in the third
      quarter of fiscal year 2005 and thereafter.





On
      December 16, 2004, the FASB, issued Statement of Financial Accounting Standards
      No. 153, Exchanges of Nonmonetary Assets, an amendment of APB No. 29, Accounting
      for Nonmonetary transactions (“SFAS 153”). This statement amends APB Opinion 29
      to eliminate the exception for nonmonetary exchanges of similar productive
      asets
      and replaces it with a general exception of exchanges of nonmonetary assets
      that
      do not have commercial substance. Under SFAS 153, if a nonmonetary exchange
      of
      similar productive assets meets a commercial substance criterion and fair value
      is determinable, the transaction must be accounted for at fair value resulting
      in recognition of any gain or loss. SFAS 153 is effective for nonmonetary
      transactions in fiscal periods that begin after June 15, 2005. Management does
      not anticipate that the implementation of this standard will have a material
      impact on its financial position, results of operations or cash
      flows.





**I** **tem
      7. Financial Statements**





Please
      see the “F” pages at the end of this Report.





**Item
      8. Changes In and Disagreements With Accountants on Accounting and Financial
      Disclosure.**





None.





**Item
      8A. Controls and Procedures.**





We
      carried out an evaluation, under the supervision and with the participation
      of
      our Chief Executive Officer and Chief Financial Officer, of the effectiveness
      of
      the design and operation of our disclosure controls and procedures, as defined
      in Exchange Act Rule 13a-14(c) as of the end of the period covered by this
      Annual Report on Form 10-KSB. Based on that evaluation, they concluded that
      our
      disclosure controls and procedures are effective to ensure that information
      required to be disclosed in our Exchange Act reports is recorded, processed,
      summarized and reported within the time periods specified in the Securities
      and
      Exchange Commission’s rules and forms, and that such information is accumulated
      and communicated to them to allow timely decisions regarding required
      disclosure.





There
      has
      been no change in our internal control over financial reporting that occurred
      during our last fiscal quarter that has materially affected, or is reasonably
      likely to materially affect, our internal control over financial reporting.





**Item
      8B. Other Information.**





On
      December 31, 2004, we entered into a settlement agreement with GMGH
      International, LLC, a Nevada limited liability company, to settle an outstanding
      debt owed by us in the amount of $411,917. Pursuant to the terms of the
      settlement, we agreed to issue GMGH 4,476,946 reverse protected shares of our
      common stock in exchange for a release of all claims by GMGH.





On
      December 31, 2004, we entered into a settlement agreement with Health Advances
      USA, a California corporation, to settle an outstanding debt owed by us in
      the
      amount of $595,756. Pursuant to the terms of the settlement, we agreed to issue
      3,600,000 reverse protected shares of our common stock in exchange for a release
      of all claims by Health Advances USA.











**PART
      III**





**Item
                9.**
            **Directors,
                Executive Officers, Promoters And Control Persons; Compliance With
                Section
                16(A) Of The Exchange Act**





**Executive
      Officer and Directors**





Our
      current executive officers and directors, the positions held by them, and their
      ages are as set forth below. Each Director will hold his position until the
      next
      annual meeting of shareholders or until his successor is duly elected and
      qualified. Officers serve at the direction of the Board of Directors.








**Name**
            **Age**
            
            **Position**Louis
                J. Paulsen
            63
            
            Director,
                President and CEOJames
                L. Cartmill
            44
            
            Director
                and SecretaryRobert
                J. Bliss, C.P.A.
            56
            
            Director





**Louis
      J. Paulsen**





Mr.
      Paulsen has 30 years of experience in the nutritional supplement industry.
      He is
      the founder and CEO of LTH. From 1995 to 1999 he was the owner and president
      of
      Nutritional Labs, Inc., a wholesale distributor of nutritional supplements,
      which he sold at a profit in 1999. From 1983 to 1995 he was the owner and
      president of Golden West Labs, Inc., a private label manufacturer of supplements
      which was highly profitable during its first three years of operation, but
      the
      facility and manufacturing equipment were destroyed by fire in 1986 and the
      company was under-insured. As a result, Golden West Labs filed for Bankruptcy
      protection under Chapter 11 in 1986. Because he had personally guaranteed
      financing of certain equipment lost in the fire, Mr. Paulsen also filed
      personally under Chapter 7. Golden West Labs continued to operate, contracting
      for manufacturing with another concern, but was ultimately converted to Chapter
      7 and the case was closed in January, 1995. From 1980 to 1983 Mr. Paulsen was
      part owner of Pro-Vita, Inc., a supplement sales company which he sold at a
      profit in 1983, and prior to that he was involved with other supplement sales
      companies going back to 1973. Mr. Paulsen received a B.A. degree in Business
      Administration from Wayne State University in 1962 and a Ph.D. in nutrition
      from
      Donsbach University in 1978.





**James
      L. Cartmill**





Mr.
      Cartmill is a well known motivational speaker and is the owner of Cartmill
      Communications, a consulting firm offering assistance with public and
      governmental relations which he founded in 1997. From 1978 to 1997 he was
      employed with San Diego Campus Life, a youth development organization. He ended
      his service with that entity as its Chief Operating Officer. Mr. Cartmill was
      elected to the Board of the Sweetwater Union High School District, the largest
      secondary school district in California, in 1990, and he is now the senior
      member of that Board. He received his B.A. in psychology from San Diego State
      University in 1984.





**Robert
      J. Bliss**





Mr.
      Bliss
      is a Certified Public Accountant. He is a sole practitioner specializing in
      tax
      matters and has maintained an independent practice in Chula Vista, California
      since 1987. Prior to opening his Chula Vista office Mr. Bliss was a sole
      practitioner in Estes Park, Colorado from 1975 to 1987. Mr. Bliss received
      his
      B.S. in accounting from Kansas State University in 1969 and was licensed as
      a
      CPA in 1974.





**Information
      about our Board and its Committees.**





**Audit
      Committee**





We
      do not
      currently have an Audit Committee.





**Compensation
      Committee**





We
      do not
      currently have a Compensation Committee.





**Advisory
      Board**





We
      do not
      currently have an Advisory Board.





**Section
      16(a) Beneficial Ownership Reporting Compliance**





Section 16(a)
      of the Securities Exchange Act of 1934, as amended, requires our directors,
      executive officers, and stockholders holding more than 10% of our outstanding
      common stock, to file with the Securities and Exchange Commission initial
      reports of ownership and reports of changes in beneficial ownership of our
      common stock. Executive officers, directors and greater-than-10% stockholders
      are required by SEC regulations to furnish us with copies of all
      Section 16(a) reports they file. To our knowledge, based solely on review
      of the copies of such reports furnished to us for the period ended December
      31,
      2005, the Section 16(a) reports required to be filed by our executive
      officers, directors and greater-than-10% stockholders were filed on a timely
      basis.




**Code
      of Ethics**





We
      do not
      currently have a Code of Ethics.





**Item
      10. Executive Compensation**





The
      following table sets forth the cash compensation paid to the Chief Executive
      Officer and to all other executive officers for services rendered, and to be
      rendered, through the fiscal years ending December 31, 2004 and
      2003.





**Annual
                Compensation**
            
            **Long-Term
                Compensation****Common
                Shares****Underlying
                Options**
            
            **All****Other
                Annual**
            
            **Restricted**
              **Stock**
            
            **Granted**
            
            **Other**
              **Compen-****Name
                and Position**
            
            **Year**
            
            **Salary**
            
            **Bonus**
            
            **Compensation**
            
            **Awards
                ($)**
            
            **(#
                of Shares)**
            
            **sation****Louis
                J. Paulsen**
            
            2004
            
            $60,000
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-*Director,*
            
            2003
            
            60,000
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-*President
                and**Chief
                Executive Officer***James
                L. Cartmill**
            
            2004
            
            $60,000
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-*Director,
                Secretary*
            
            2003
            
            60,000
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-**Robert
                J. Bliss**
            
            2004
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-*Director*
            
            2003
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-





**Option
      Grants and Exercises**





There
      were no option grants or exercises by any of the executive officers named in
      the
      Summary Compensation Table above.





**Employment
      and Consultant Agreements**





None.





**Compensation
      of Directors**





We
      currently do not compensate our directors.





**Item
      11. Security Ownership of Certain Beneficial Owners and
      Management.**





The
      following table sets forth certain information regarding the beneficial
      ownership of the 10,490,795 issued and outstanding shares of our common stock
      as
      of December 31, 2004 by the following persons:





(1)
      each
      person who is known to be the beneficial owner of more than five percent (5%)
      of
      our issued and outstanding shares of common stock;





(2)
      each
      of our directors and executive officers; and




(3)
      all
      of our directors and executive officers as a group.





**Name
                And Address**
            **Number
                Of Shares Beneficially Owned**
            **Percentage
                Owned**Louis
                J. Paulsen (1)
            20,000
            (2)James
                L. Cartmill (1)
            0
            0Robert
                J. Bliss (1)
            0
            0Howard
                A. Gutzmer (1)
            0
            0Colin
                J. Kelly (1)
            444
            (2)All
                directors and officers as a group
            20,444
            (2)





(1)  The
      address is 1229 Third Avenue Chula Vista, California 91911.




(2)  Less
      than
      1%





**Item
      12. Certain Relationships and Related Transactions.**







**Related
      Transactions**





None





**Our
      Subsidiaries** .





None





**Transactions
      with Promoters**





None.





**Item
      13. Exhibits.**





**Exhibit**
            
            **Description**3.1.1
            
            Articles
                of Incorporation filed as an exhibit to our Current Report on Form
                8-K
                filed with the Commission on January 16, 2004 and incorporated herein
                by
                reference.3.2.1
            
            Bylaws
                (Attached as an exhibit to Amendment No. 2 to our Registration Statement
                on Form 10 filed with the SEC on April 6, 1992.31.1
            
            Certification
                of Mark L. Baum pursuant to Rule 13a-14(a)32.1
            
            Certification
                of Mark L. Baum pursuant to 18 U.S.C Section 1350, as adopted pursuant
                to
                Section 906 of the Sarbanes-Oxley Act of
                2002.





**Item
      14. Principal Accountant Fees and Services.**





**Appointment
      of Auditors**




Our
      Board
      of Directors selected Armando C. Ibarra, Certified Public Accountants, APC,
      as
      our auditors for the year ended December 31, 2004.





**Audit
      Fees**





Armando
      C. Ibarra, Certified Public Accountants, APC, billed us $8,200 in fees for
      our
      annual audit for the year ended December 31, 2004 and for the review of our
      quarterly financial statements for that year.





Armando
      C. Ibarra, Certified Public Accountants, APC, billed us $0 in fees for our
      annual audit for the year ended December 31, 2003 and for the review of our
      quarterly financial statements for that year.





**Audit-Related
      Fees**




We
      did
      not pay any fees to Armando C. Ibarra, Certified Public Accountants, APC for
      assurance and related services that are not reported under Audit Fees above,
      during our fiscal years ending December 31, 2004 and December 31,
      2003.





**Tax
      and All Other Fees**




We
      did
      not pay any fees to Armando C. Ibarra, Certified Public Accountants, APC for
      tax
      compliance, tax advice, tax planning or other work during our fiscal years
      ending December 31, 2004 and December 31, 2003.





**Pre-Approval
      Policies and Procedures**





We
      have
      implemented pre-approval policies and procedures related to the provision of
      audit and non-audit services. Under these procedures, our board of directors
      pre-approves all services to be provided by Armando C. Ibarra, Certified Public
      Accountants, APC the estimated fees related to these services.





With
      respect to the audit of our financial statements as of December 31, 2004, and
      for the year then ended, none of the hours expended on Armando C. Ibarra,
      Certified Public Accountants, APC’s engagement to audit those financial
      statements were attributed to work by persons other than Armando C. Ibarra,
      Certified Public Accountants, APC’s full-time, permanent
      employees.








**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      the
      registrant caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.





**ALPHA
      NUTRACEUTICALS, INC.**





By:
      /s/ Mark
      L. Baum


Mark
      L.
      Baum


Chief
      Executive Officer       ****


Pursuant
      to the requirements of the Securities Exchange Act of 1934, as amended, this
      report has been signed below by the following persons on behalf of the
      registrant and in the capacities indicated.








**Signatures**
            **Title**
            **Date**/s/Mark
                L. Baum
              Mark
                L. Baum
            Director,
                President, Chief Executive Officer, Chief Financial Officer,
                Secretary
            September
                20, 2006

















**ALPHA
                NUTRACEUTICALS, INC.**PageConsolidated
                Balance Sheets (Assets) at December 31, 2004 and December 31,
                2003
            F-1Consolidated
                Balance Sheets (Liabilities and Stockholder’s Equity (Deficit)) at
                December 31, 2004 and December 31, 2003
            F-2Consolidated
                Statements of Operations
            F-3Consolidated
                Statement of Stockholders’ Equity For The Year Ended December 31,
                2004
            F-4Consolidated
                Statements of Cash Flows
            F-5Notes
                to Financial Statements
            F-6








**ARMANDO
      C. IBARRA**


**Certified
      Public Accountants**


**A
      Professional Corporation**








**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**








We
      have
      audited the accompanying consolidated balance sheets of Alpha Nutraceuticals,
      Inc.


(Formally
      Sierra- Rockies, Corp.) as of December 31, 2004, and related consolidated
      statements of operations, changes in stockholders’ equity, and cash flows for
      the year then ended. These financial statements are the responsibility of the
      Company’s management. Our responsibility is to express an opinion on these
      statements based on our audit.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). These standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amount and disclosures on the financial
      statements. An audit also includes assessing the accounting principals used
      and
      significant estimates made by the management, as well as evaluating the overall
      financial statement presentation. We believe that our audit provides a
      reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of the company as of December 31,
      2004, and the results of its operations and its cash flows for the year then
      ended, in conformity with US generally accepted accounting principles.








/s/
      Armando C. Ibarra




Armando
      C. Ibarra, CPA





Chula
      Vista, Ca.


May
      20,
      2005











**ALPHA
                NUTRACEUTICALS, INC.****Consolidated
                Balance Sheets****ASSETS****As
                of**
            
            
            **As
                of****December
                31,**
            
            
            **December
                31,****2004**
            
            
            **2003****CURRENT
                ASSETS**Cash
            $
            263,887
            
            $
            111,864Accounts
                receivable
            
            497,911
            
            
            -Inventory
            
            801,436
            
            
            -Other
                receivable
            
            179,261
            
            
            -Employee
                advances
            
            615
            
            
            -**Total
                Current Assets**
            
            1,743,110
            
            
            111,864**NET
                PROPERTY & EQUIPMENT**
            
            407,517
            
            
            -**OTHER
                ASSETS**Deposits
            
            14,752
            
            
            -**Total
                Other Assets**
            
            14,752
            
            
            -**TOTAL
                ASSETS**
            $
            **2,165,379**
            
            $
            **111,864**











**ALPHA
                NUTRACEUTICALS, INC.****Consolidated
                Balance Sheets****LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)****As
                of**
            
            
            **As
                of****December
                31,**
            
            
            **December
                31,****2004**
            
            
            **2003****CURRENT
                LIABILITIES**Accounts
                payable
            $
            638,242
            
            $
            93,674Line
                of credit
            
            35,000
            
            
            -Sales
                tax payable
            
            5,830
            
            
            -Income
                taxes payable
            
            31,233
            
            
            -Wages
                payable
            
            506
            
            
            -Payroll
                taxes payable
            
            6,780
            
            
            -Insurance
                payable
            
            360
            
            
            -Note
                payable
            
            6,000
            
            
            -Loan
                payable - current portion
            
            8,671
            
            
            -**Total
                Current Liabilities**
            
            732,622
            
            
            93,674**LONG-TERM
                LIABILITIES**Loan
                payable
            
            128,219
            
            
            -**Total
                Long-Term Liabilities**
            
            128,219
            
            
            -**TOTAL
                LIABILITIES**
            
            860,841
            
            
            93,674**STOCKHOLDERS'
                EQUITY (DEFICIT)**Common
                stock ($0.001 par value,100,000,000
                shares authorized, 10,490,796and
                22,889 shares issued and outstandingas
                of December 31, 2004 and 2003, respectively)
            
            10,493
            
            
            23Additional
                paid-in capital
            
            6,978,975
            
            
            5,601,262Retained
                earnings (deficit)
            
            (5,684,930)
            
            
            (5,583,096)**Total
                Stockholders' Equity (Deficit)**
            
            1,304,538
            
            
            18,189**TOTAL
                LIABILITIES****&
                STOCKHOLDERS' EQUITY (DEFICIT)**
            $
            **2,165,379**
            
            $
            **111,863**








**ALPHA
                NUTRACEUTICALS, INC.****Consolidated
                Statements of Operations****Year
                Ended**
            
            
            **Year
                Ended****December
                31,**
            
            
            **December
                31,****2004**
            
            
            **2003****REVENUES**Sales
            $
            3,603,329
            
            $
            -Sales
                discounts & credits
            
            (111,075)
            
            
            -Returns
                and allowances
            
            (43,696)
            
            
            -**Total
                Revenues**
            
            3,448,558
            
            
            -**COST
                OF REVENUES**
            
            (1,684,291)
            
            
            -**GROSS
                PROFIT**
            
            1,764,267
            
            
            -**OPERATING
                COSTS**Depreciation
                expense
            
            5,471
            
            
            -Bad
                debts
            
            35,000
            
            
            -Administrative
                expenses
            
            1,817,982
            
            
            100,583**Total
                Operating Costs**
            
            1,858,453
            
            
            100,583**OPERATING
                INCOME (LOSS)**
            
            (94,186)
            
            
            (100,583)**OTHER
                INCOME & (EXPENSES)**Interest
                expense
            
            2,012
            
            
            -Other
                expense
            
            5,636
            
            
            -**Total
                Other Income & (Expenses)**
            
            7,648
            
            
            -**NET
                INCOME (LOSS)**
            $
            **(101,834)**
            
            $
            **(100,583)****BASIC
                EARNINGS (LOSS) PER SHARE**
            $
            (0.06)
            
            $
            (15.13)**WEIGHTED
                AVERAGE NUMBER OF****COMMON
                SHARES OUTSTANDING**
            
            1,572,992
            
            
            6,649











**ALPHA
                NUTRACEUTICALS, INC.****Consolidated
                Statement of Stockholder’s Equity****For
                the Year Ended December 31, 2004****Additional****Common**
            **Common**
            **Paid-in**
            **Retained**
            **Total****Shares**
            **Stock**
            **Capital**
            **Earnings****Balance,
                December 31, 2001**
            3,706
            $
                4
            $
                170
            $(5,482,513)
            $(5,482,339)Net
                income for the year endedDecember
                31, 2002**Balance,
                December 31, 2002**
            3,706
            4
            170
            (5,482,513)
            (5,482,339)November
                6, 2003 cancellation ofstock
                subscription
            (1,262)
            (1)
            1
            
            -Stock
                issued for cash on November 6,2003
                @ $9.56 per share
            12,667
            13
            5,451,049
            
            5,451,062Stock
                issued for cash on November 6,2003
                @ $0.50 per share
            6,667
            7
            149,993
            
            150,000Stock
                issued on November 6, 2003
            1,111
            1
            49
            
            50Net
                loss for the year endedDecember
                31, 2003
            
            
            
            (100,583)
            (100,583)**Balance,
                December 31, 2003**
            22,889
            23
            5,601,262
            (5,583,096)
            18,189Recapitalization
                (note 1)
            66,667
            67
            30,836
            
            30,903Stock
                issued for services rendered onMarch
                11, 2004 @ $0.50 per share
            1,689
            2
            37998
            
            38000Stock
                issued for services rendered onAugust
                11, 2004 @ $0.001 per share
            996
            3
            
            
            3Stock
                issued for relief of debt onNovember
                24,2004
            8,598,556
            8,599
            1,308,879
            
            1,317,478Stock
                issued for services rendered onNovember
                10, 2004 @ $0.001 per share
            1,800,000
            1,800
            
            
            1,800Net
                loss for the year endedDecember
                31, 2004
            
            
            
            (101,834)
            (101,834)**Balance,
                December 31, 2004**
            10,490,796
            $10,493
            $6,978,975
            $5,684,930
            $1,304,538











**ALPHA
                NUTRACEUTICALS, INC.****Consolidated
                Statements of Cash Flows****Year
                Ended**
            
            
            **Year
                Ended****December
                31,**
            
            
            **December
                31,****2004**
            
            
            **2003****CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                income (loss)
            $
            (101,834)
            
            $
            (100,583)Adjustments
                to reconcile net loss to net cashused
                in operating activities:Depreciation
                expense
            
            5,471
            
            
            -Common
                stock issued for relief of debt
            
            1,317,478
            
            
            -Common
                stock issued for services
            
            39,803Common
                stock issued in recapitalization
            
            30,903Bad
                debts
            
            35,000Changes
                in operating assets and liabilities:(Increase)
                decrease in accounts receivable
            
            (497,911)
            
            
            -(Increase)
                decrease in inventory
            
            (801,436)
            
            
            -(Increase)
                decrease in income tax benefit
            
            (179,261)
            
            
            -(Increase)
                decrease in employee advances
            
            (615)
            
            
            -(Increase)
                decrease deposits
            
            (14,752)
            
            
            -Increase
                (decrease) in accounts payable
            
            544,568
            
            
            (5,357,388)Increase
                (decrease) in sales tax payable
            
            5,830
            
            
            -Increase
                (decrease) in income taxes payable
            
            31,233
            
            
            (31,343)Increase
                (decrease) in payroll taxes payable
            
            6,780
            
            
            -Increase
                (decrease) in other wages payable
            
            506
            
            
            -Increase
                (decrease) in insurance payable
            
            360
            
            
            -***Net
                Cash Provided by (Used in) Operating
                Activities***
            
            **422,121**
            
            
            **5,489,314****CASH
                FLOWS FROM INVESTING ACTIVITIES**Net
                sale (purchase) of fixed assets
            
            (412,988)
            
            
            -***Net
                Cash Provided by (Used in) Investing
                Activities***
            
            **(412,988)**
            
            
            -**CASH
                FLOWS FROM FINANCING ACTIVITIES**Proceeds
                from loan payable
            
            136,890
            
            
            -Payments
                on note payable
            
            6,000Common
                stock
            
            -
            
            
            863Additional
                paid-in capital
            
            -
            
            
            5,600,249***Net
                Cash Provided by (Used in) Financing
                Activities***
            
            **142,890**
            
            
            **5,601,112*****Net
                Increase (Decrease) in Cash***
            
            **152,023**
            
            
            **111,798*****Cash
                at Beginning of Year***
            
            **111,864**
            
            
            **66*****Cash
                at End of Year***
            $
            **263,887**
            
            $
            **111,864*****Supplemental
                Cash Flow Disclosures:***Cash
                paid during year for interest
            $
            2,012
            
            $
            -Cash
                paid during year for taxes
            $
            -
            
            $
            -











NOTE
      1.
      ORGANIZATION AND DESCRIPTION OF BUSINESS





General





Alpha
      Nutraceuticals, Inc. (formerly Sierra-Rockies, Corp.) was incorporated under
      the
      laws of the State of California on March 14, 1988. The Company’s offices are
      located at 3441 Main Street, Ste. 104 in Chula Vista, California (San Diego
      County). The Company was originally known as TJB Enterprises, Inc. Its name
      was
      changed to Gallery Rodeo International in 1991 and was changed to Sierra-Rockies
      Corporation in 1996. Its name was changed to Alpha Nutraceuticals, Inc. on
      January 8, 2004.





On
      January 2, 2003 the Registrant filed a Voluntary Petition for a Chapter 11
      proceeding in the United States Bankruptcy Court, Southern District of
      California. The Registrant had previously filed similar petitions in 1998 and
      2001 but was unable to gain approval for a plan of reorganization in those
      filings. However on November 6, 2003 the Court approved the Plan of
      Reorganization “The Plan” proposed by the Registrant. The Plan included the
      following provisions:





1.
            The
                non-control person shareholders of the Company who held shares prior
                to
                the reorganization would receive one new unit for every 100 old shares
                that they previously held. Each unit consists of one common share,
                one “A”
                warrant to purchase one common share at an exercise price $2.50,
                and one
                “B” warrant to purchase one common share at an exercise price of $10.00.
                The “A” warrant will expire if unexercised on December 31, 2004, and the
                “B” warrant will expire if unexercised on December 31, 2005. The total
                number of units issued to these former shareholders was 117,029
                units.





2.
            The
                creditors of the Company would receive 570,001 units (a unit is defined
                above) in exchange for all of their claims against the
                Company.





3.
            Additional
                units were to be granted to former management (76,000 units), to
                the
                bankruptcy attorney (50,000 units), and to administrative lenders
                (300,000
                units). An additional 56,802 “A” warrants and 56,802 “B” warrants were to
                be issued to former control persons.





4.
            The
                Company was permitted to acquire the business of Let’s Talk Health, Inc.
                (LTH) by issuing 3,000,000 shares of common stock to the shareholders
                of
                LTH. This transaction was completed on January 1, 2004 and, as provided
                in
                the Plan, Louis Paulsen, the former president of LTH, and other members
                of
                the management team of LTH, took over the management of the Registrant.





The
      Company operates through its two wholly owned subsidiaries:





1.
            Let’s
                Talk Health, Inc. is in the business of retailing vitamins and nutritional
                supplements via internet and telephone orders.





2.
            Avidia
                Nutrition, is in the business of manufacturing and selling of vitamins
                and
                nutritional supplements.





Alpha
      Nutraceuticals, Inc., (the parent company) is now a holding
      company.





General





Let’s
      Talk Health, Inc. (the Company) was incorporated under the laws of the State
      of
      California on September 22, 1999. The Company’s offices are located at 3441 Main
      Street, Ste. 104 in Chula Vista, California (San Diego County).





Avidia
      Nutrition currently has two operating facilities located at 20727/29 Dearborn
      Street, Chatworth, California (Los Angeles County) and 696 Naples Street, Chula
      Vista, California (San Diego County).








NOTE
      2.
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





a. Accounting
      Method





The
      Company's policy is to use the accrual method of accounting to prepare and
      present financial statements, which conform to generally accepted accounting
      principles (GAAP). The Company has elected a December 31, year-end.





b.
            Basis
                of Consolidation





The
      consolidated financial statements of Alpha Nutraceuticals, Inc. include those
      accounts of Let’s Talk Health, Inc., and Avidia Nutrition. Alpha Nutraceuticals,
      Inc. owns title to all of the assets and liabilities of the consolidated
      financial statement. All significant intercompany transactions have been
      eliminated.





c. Cash
      Equivalents





The
      Company considers all highly liquid investments with maturity of three months
      or
      less when purchased to be cash equivalents.





d. Accounts
      Receivable





The
      Company considers that all accounts receivable as of December 31, 2004 are
      fully
      collectible. Accordingly, no reserve for bad debts exists at December 31, 2004.
      If amounts become uncollectable, they will be charged to operations when that
      determination is made. As of December 31, 2004, the Company has $497,911 in
      accounts receivable outstanding.





e. Inventory





Inventory
      is stated at the lower of cost (first-in, first-out) or market. Inventory costs
      include any material, labor and manufacturing overhead incurred by the Company
      in the production of inventory.





f. Property
      and Equipment





Property,
      equipment and leasehold improvements are stated at costs less accumulated
      depreciation or amortization. Maintenance and repairs, as well as renewals
      for
      minor amounts are charged to expenses. Renewals and betterments of substantial
      amount are capitalized, and any replaced or disposed units are written
      off.





g. Estimates





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates. In accordance with FASB 16
      all
      adjustments are normal and recurring.





h. Concentration
      of Credit Risk





The
      Company maintains credit with various financial institutions. Management
      performs periodic evaluations of the relative credit standing of the financial
      institutions. The Company has not sustained any material credit losses for
      the
      instruments. The carrying values reflected in the balance sheet
      at
      December 31, 2004 reasonable
      approximate the fair values of cash, accounts payable, and credit obligations.
      In making such assessment, the Company, has utilized discounted cash flow
      analysis, estimated, and quoted market prices as appropriate in accordance
      with
      paragraph 9 of SFAS 107.




i. Revenue
      Recognition and Deferred Revenue





Let’s
      Talk Health, Inc. revenue consists of the sale of nutritional supplements via
      internet and telephone orders. Revenue is recognized when a sale is made. Avidia
      Nutrition Group, Inc. revenue consists of the sale of manufactured vitamins
      and
      nutritional supplements and the retail or wholesale of vitamins and nutritional
      supplements. Revenue is recognized when an order is shipped.





j. Line
      of Credit





The
      Company has a $50,000 line of credit. The line of credit is an adjustable rate
      loan. The loan is open revolving line of credit, and annual interest terms
      of
      prime plus 3.65%. There are no restrictions on the use of this line of credit.
      There was an outstanding balance of $35,000
      a s
      of
      December 31, 2004.





k. Related
      Party Transactions





Sixteen
      percent of the Company’s accounts receivable are from Hospital Santa Monica; a
      US corporation controlled by a related party.





The
      loan
      payable is with Washington Mutual at 8%. The loan was secured by a shareholder
      of the Company. There was an outstanding balance of $136,890 as of December
      31,
      2005; of which $128,219 was recorded as long term and $8,671 as short
      term.





l. Basic
      Earnings per Share





In
      February 1997, the FASB issued SFAS No. 128, “Earnings Per Share”, which
      specifies the computation, presentation and disclosure requirements for earnings
      (loss) per share for entities with publicly held common stock. SFAS No. 128
      supersedes the provisions of APB No. 15, and requires the presentation of basic
      earnings (loss) per share and diluted earnings (loss) per share. The Company
      has
      adopted the provisions of SFAS No. 128 effective July 20, 1998 (inception).





Basic
      net
      loss per share amounts is computed by dividing the net income by the weighted
      average number of common shares outstanding.





m. Income
      Taxes





The
      Company accounts for income taxes using the asset and liability method. Under
      the asset and liability method, deferred income taxes are recognized for the
      tax
      consequences of “temporary differences” by applying enacted statutory tax rates
      applicable to future years to differences between the financial statement
      carrying amounts and the tax bases of existing assets and liabilities. Deferred
      tax assets are reduced by a valuation allowance when, in the opinion of
      management, it is more likely than not that some portion or all of the deferred
      tax assets will not be realized.





NEW
      ACCOUNTING PRONOUNCEMENTS:





In
      November 2004, the Financial Accounting Standards Board (FASB) issued SFAS
      151,
      Inventory Costs - an amendment of ARB No. 43, Chapter 4. This Statement amends
      the guidance in ARB No. 43, Chapter 4, “Inventory Pricing,” to clarify the
      accounting for abnormal amounts of idle facility expense, freight, handling
      costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4,
      previously stated that “... under some circumstances, items such as idle facility
      expense, excessive spoilage, double freight, and rehandling costs may be so
      abnormal as to require treatment as current period charges...” This Statement
      requires that those items be recognized as current-period charges regardless
      of
      whether they meet the criterion of “so abnormal.” In addition, this Statement
      requires that allocation of fixed production overheads to the costs of
      conversion be based on the normal capacity of the production facilities. This
      Statement is effective for inventory costs incurred during fiscal years
      beginning after June 15, 2005. Management does not believe the adoption of
      this
      Statement will have any immediate material impact on the Company.





In
      December 2004, the FASB issued SFAS No. 152, “Accounting for Real Estate
      Time-Sharing Transactions—an amendment of FASB Statements No. 66 and 67” (“SFAS
      152) The amendments made by Statement 152 This Statement amends FASB Statement
      No. 66, Accounting for Sales of Real Estate, to reference the financial
      accounting and reporting guidance for real estate time-sharing transactions
      that
      is provided in AICPA Statement of Position (SOP) 04-2, Accounting No. 67,
      Accounting for Costs and Initial Rental Operations of Real Estate Projects,
      to
      state that the guidance for (a) incidental operations and (b) costs incurred
      to
      sell real estate projects does not apply to real estate time-sharing
      transactions. The accounting for those operations and costs is subject to the
      guidance in SOP 04-2. This Statement is effective for financial statements
      for
      fiscal years beginning after June 15, 2005, with earlier application encouraged.
      The Company does not anticipate that the implementation of this standard will
      have a material impact on its financial position, results of operations or
      cash
      flows.





On
      December 16, 2004, the Financial Accounting Standards Board (“FASB”) published
      Statement of Financial Accounting Standards No. 123 (Revised 2004), Shared-Based
      Payment (“SFAS 123R). SFAS 123R requires that compensation cost related to
      share-based payment transactions be recognized in the financial statements.
      Share-based payment transactions within the scope of SFAS 123R include stock
      options, restricted stock plans, performance-based awards, stock appreciation
      rights, and employee share purchase plans. The provisions of SFAS 123R are
      effective as of the first interim period that begins after June 15, 2005.
      Accordingly, the Company will implement the revised standard in the third
      quarter of fiscal year 2005. Currently, the Company accounts for its share-based
      payment transactions under the provisions of APB 25, which does not necessarily
      require the recognition of compensation cost in the financial statements.
      Management is assessing the implications of this revised standard, which may
      materially impact the Company’s results of operations in the third quarter of
      fiscal year 2005 and thereafter.





On
      December 16, 2004, FASB issued Statement of Financial Accounting Standards
      No.
      153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29,
      Accounting for Nonmonetary transactions (“SFAS 153”). This statement amends APB
      Opinion 29 to eliminate the exception for nonmonetary exchanges of similar
      productive assets and replaces it with a general exception of exchanges of
      nonmonetary assets that do not have commercial substance. Under SFAS 153, if
      a
      nonmonetary exchange of similar productive assets meets a commercial-substance
      criterion and fair value is determinable, the transaction must be accounted
      for
      at fair value resulting in recognition of any gain or loss. SFAS 153 is
      effective for nonmonetary transactions in fiscal periods that begin after June
      15, 2005. The Company does not anticipate that the implementation of this
      standard will have a material impact on its financial position, results of
      operations or cash flows.





NOTE
      3.
      INVENTORY





Inventory
      at December 31, 2004 and 2003 is summarized as follows:





December
                31,
              2004
            
            December
                31,
              2003Vitamins
                & nutritional supplements
            
            
            $
            610,874
            
            $
            -Raw
                Materials
            
            
            
            190,562Total
                inventory
            
            
            $
            801,436
            
            $
            -





Inventory
      is stated at the lower of cost (first-in, first-out) or market. Inventory costs
      include any material, labor and manufacturing overhead incurred by the Company
      in the production of inventory. Inventory is primarily vitamins and nutritional
      supplements purchased from outside manufacturers then shipped to the retailer
      for sale.


NOTE
        4.
        PROPERTY & EQUIPMENT
 
 Property
        and equipment is stated at cost. Additions, renovations, and improvements
        are
        capitalized. Maintenance and repairs, which do not extend asset lives, are
        expensed as incurred. Depreciation is provided on a straight-line basis over
        the
        estimated useful lives ranging from 27.5 years for commercial rental properties,
        5 years for tenant improvements, and 5 - 7 years on furniture and
        equipment.
 
 December
                  31,
              
              December
                  31,2004
              
              2003Equipment
              $
                  120,495
              
              $
                  0Furniture
              30,272
              
              0Leasehold
                  Improvements
              301,106
              
              0$
                  451,873
              
              $
                  0Less
                  Accumulated Depreciation
              (44,356)
              
              0Net
                  Property and Equipment
              $
                  407,517
              
              $
                  0
 
 Depreciation
        expense for the years ended December 31, 2004 and 2003 was $5,471 and $-0-,
        respectively.
 
 NOTE
        5.
        OPERATING LEASE
 
 Alpha
        Nutraceuticals, Inc. operates its facilities under operating lease agreements
        with unrelated parties. The base rent for Let’s Talk Health, Inc. located at
        3441 main street, Chula Vista, Ca. is $6,589.50 per month. The Let’s Talk Health
        location has four years and seven months remaining on the current lease
        agreement that ends August 1, 2009. The base rent for Avidia Nutrition located
        at 20727/29 Dearbon Street, Chatsworth, Ca. 5,940 per month. The Avidia
        Nutrition location has one years and one month remaining on the current lease
        agreement that ends January 31, 2006.
  The
        Company has the following lease obligation:
  Year
                  Ending2005
              150,3542006
              85,0142007
              79,0742008
              79,0742009
              46,127$439,643
 
 NOTE
        6.
        BASIC & DILUTED EARNINGS (LOSS) PER COMMON SHARE
 
 Basic
        earnings (loss) per common share has been calculated based on the weighted
        average number of shares of common stock outstanding during the period. Diluted
        earnings (loss) per common share has been calculated based on the weighted
        average number of shares of common and preferred stock outstanding during
        the
        period.
 
 December
                  31,
              December
                  31,2004
              2003Net
                  loss from operations
              $
                  (101,834)
              $
                  (100,583)*Basic
                  loss per share*
              $
                  (0.06)
              $
                  (15.13)*Weighed
                  average number of common shares outstanding*
              1,572,992
              6,649
 
 The
        Company was required to compute primary loss per share amounts for 2004 and
        2003
        pursuant to SFAS 128. SFAS 128 also requires the computation and presentation
        of
        diluted earnings per share. However, since the Company and its subsidiaries
        had
        losses applicable to common stock, the assumed effects of the conversion
        of any
        preferred shares or stock options were anti-dilutive and, accordingly, dilutive
        per share amounts have not been presented in the accompanying consolidated
        statements of operations.
 
 NOTE
        7.
        INCOME TAXES
 
 Income
        taxes are provided in accordance with Statement of Financial Accounting
        Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax
        asset
        or liability is recorded for all temporary differences between financial
        and tax
        reporting and net operating loss carryfowards. Deferred tax expense (benefit)
        results from the net change during the year of deferred tax assets and
        liabilities. Provision for income taxes for the years ended December 31,
        2004
        and 2003 consists solely of the minimum California franchise tax due for
        the
        Company.
 
 At
        December 31, 2004 the Company has significant operating and capital losses
        carryfoward. The tax benefits resulting for the purposes have been estimated
        as
        follows:
 
 December
                  31, 2004Net
                  losses as of 12/31/04
              5,649,630Gross
                  income tax benefit
              1,920,874Valuation
                  allowance
              (1,920,874)Net
                  income tax benefit
              $
                  -0-
 
 Realization
        of deferred tax assets is dependent upon future earnings, if any, the timing
        and
        amount of which are uncertain. The net operating loss expires twenty years
        from
        the date the loss was incurred. In accordance with SFAS 109 paragraph 18
        the
        Company has reduced its deferred tax benefit asset by a valuation allowance
        due
        to negative evidence that has caused the Company to feel it is more likely
        than
        not that some portion or all of the deferred tax asset will not be realized.
        No
        portion of the valuation allowance will be allocated to reduce goodwill or
        other
        noncurrent intangible asset of an acquired entity. There are no temporary
        differences or carryforward tax effects that would significantly affect the
        Company’s deferred tax asset.
 
 NOTE
        8.
        NOTE PAYABLE
 
 Interest
              Balance
                  as of
              MaturityRate
              December
                  31, 2003
              DateNote
                  payable - D Whitney
              0
              $
                  6,000
              8/2005
  Outstanding
        loan payable is to a related party and is a non-interest bearing
        note.
 
 NOTE
        9.
        OPERATING SEGMENTS
 
 For
                  the Year Ended 2004
              
              Alpha
                  Nutraceuticals, Inc.
              Let’s
                  Talk
                Health,
                  Inc.
              Avidia
                  NutritionalTotal
                  Revenue
              
              $
                  0
              $
                  2,430,145
              $
                  1,018,413Costs
                  of Revenues
              
              (0)
              (1,342,709)
              (341,582)Gross
                  Profit
              
              0
              1,087,436
              676,831Total
                  Operating Costs
              
              (148,951)
              (1,397,987)
              (276,516)Operating
                  income (loss)
              
              (148,951)
              (310,551)
              400,315Total
                  other income & (expenses)
              
              0
              3,528
              (10,877)Income
                  (loss) before income tax
                and
                  extraordinary items
              
              $
                  (148,951)
              $
                  (307,023)
              $
                  389,438
 
 In
        accordance with FASB 131 paragraph 18 the Company is reporting the information
        of their operating segments that meet the quantitative thresholds.
 
 NOTE
        10.
        ACQUISITIONS
 
 On
        January 1, 2004, the Alpha Nutra ceuticals,
        Inc. and Let’s Talk Health, Inc. entered into an asset purchase agreement. This
        agreement was entered into as part of a Plan of Reorganization proposed by
        the
        Buyer to the United States Bankruptcy Court. In consideration of the transfer
        to
        Buyer (Alpha Nutraceuticals) of the Assets and the Intellectual Property,
        Buyer
        agrees to deliver to the Company or its designees 3,000,000 shares of the
        Buyer’s Common Stock. Subsequent to the purchase agreement the Company will
        retain control.
 
 On
        May 1,
        2004, the Company entered into an agreement were Alpha Nutraceuticals, Inc.
        would purchase the assets subject to liabilities of Avidia Nutrition,
        Inc.  The
        acquisition was recorded as a purchase in accordance with Accounting Principles
        Board Opinions No. 16 (APB No. 16). Avidia Nutrition is in the business of
        manufacturing and selling of vitamins and nutritional supplements.
 
 The
        operating results of the acquired entities are included in the Company’s
        consolidated financial statements from the date of acquisition.
 
 NOTE
        11.
        STOCK OPTIONS
 
 The
        Company has elected to adopt SFAS 123R as of December 31, 2004. The Company
        estimated the fair value of each option grant at the grant date by using
        the
        Black-Scholes option pricing model with the following weighted average
        assumptions used for grants during the years ended December 31, 2004; no
        dividend yield, expected volatility of 43%, risk-free interest rates of 4%
        and
        expected lives of 5 years.
 
 The
        issuance and changes during the year are as follows:
 
 Year
                  Ended
                December
                  31, 2004Weighted
                  avg.Options
              Exercise
                  priceOutstanding
                  at the beginning of the year
              -0-
              $
                  0.00Granted
              1,836
              0.001Exercised
              -0-
              0.00Cancelled
              -0-
              0.00Outstanding
                  at the end of the year
              1,836
              $
                  0.001Vested
                  and exercisable at the end of the period -0-
 
 NOTE
        12.
        STOCKHOLDERS’ EQUITY
 
 The
        stockholders’ equity section of the Company contains the following classes of
        capital stock as of December 31, 2004:
 
 (A)
            Common
                stock, $ 0.001 par value; 100,000,000 shares authorized; 10,490,796
                shares
                issued and outstanding.